20-F 1 d508189d20f.htm FORM 20-F Form 20-F
Table of Contents

As filed with the Securities and Exchange Commission on April 30, 2018

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

 

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

OR

 

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

 

         For the fiscal year ended December 31, 2017

OR

 

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

OR

 

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

 

         Date of event requiring this shell company report                                          

 

         For the transition period from                     to                     

Commission file number 1-14926

KT Corporation

(Exact name of Registrant as specified in its charter)

 

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

KT Gwanghwamun Building East

33, Jong-ro 3-Gil, Jongno-gu

03155 Seoul, Korea

(Address of principal executive offices)

Kyung-Keun Yoon

KT Gwanghwamun Building East

33, Jong-ro 3-Gil, Jongno-gu

03155 Seoul, Korea

Telephone: +82-31-727-0114; E-mail: kk.yoon@kt.com; ktir@kt.com

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

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

 

Title of each class

 

Name of each exchange on which registered

American Depositary Shares, each representing   New York Stock Exchange, Inc.
one-half of one share of ordinary share  
Ordinary share, par value 5,000 per share*   New York Stock Exchange, Inc.*

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

None

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

None

As of December 31, 2017, there were 245,097,055 ordinary shares, par value 5,000 per share, outstanding

(not including 16,014,753 ordinary shares held by the registrant as treasury shares)

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes       No  

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

Large accelerated filer     Accelerated filer      Non-accelerated filer      Emerging growth company  

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

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

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

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

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

 

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

 

 

 


Table of Contents

TABLE OF CONTENTS

 

             Page  

PART I

     1  

ITEM 1.

  IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS      1  
  Item 1.A.   Directors and Senior Management      1  
  Item 1.B.   Advisers      1  
  Item 1.C.   Auditors      1  

ITEM 2.

  OFFER STATISTICS AND EXPECTED TIMETABLE      1  
  Item 2.A.   Offer Statistics      1  
  Item 2.B.   Method and Expected Timetable      1  

ITEM 3.

  KEY INFORMATION      2  
  Item 3.A.   Selected Financial Data      2  
  Item 3.B.   Capitalization and Indebtedness      6  
  Item 3.C.   Reasons for the Offer and Use of Proceeds      6  
  Item 3.D.   Risk Factors      6  

ITEM 4.

  INFORMATION ON THE COMPANY      25  
  Item 4.A.   History and Development of the Company      25  
  Item 4.B.   Business Overview      25  
  Item 4.C.   Organizational Structure      55  
  Item 4.D.   Property, Plants and Equipment      55  

ITEM 5.

  OPERATING AND FINANCIAL REVIEW AND PROSPECTS      59  
  Item 5.A.   Operating Results      59  
  Item 5.B.   Liquidity and Capital Resources      85  
  Item 5.C.   Research and Development, Patents and Licenses, Etc.      89  
  Item 5.D.   Trend Information      90  
  Item 5.E.   Off-balance Sheet Arrangements      90  
  Item 5.F.   Tabular Disclosure of Contractual Obligations      90  
  Item 5.G.   Safe Harbor      90  

ITEM 6.

  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES      90  
  Item 6.A.   Directors and Senior Management      90  
  Item 6.B.   Compensation      94  
  Item 6.C.   Board Practices      95  
  Item 6.D.   Employees      97  
  Item 6.E.   Share Ownership      98  

 

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             Page  

ITEM 7.

  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS      99  
  Item 7.A.   Major Shareholders      99  
  Item 7.B.   Related Party Transactions      99  
  Item 7.C.   Interests of Experts and Counsel      99  

ITEM 8.

  FINANCIAL INFORMATION      99  
  Item 8.A.   Consolidated Statements and Other Financial Information      99  
  Item 8.B.   Significant Changes      102  

ITEM 9.

  THE OFFER AND LISTING      102  
  Item 9.A.   Offer and Listing Details      102  
  Item 9.B.   Plan of Distribution      104  
  Item 9.C.   Markets      104  
  Item 9.D.   Selling Shareholders      109  
  Item 9.E.   Dilution      109  
  Item 9.F.   Expenses of the Issuer      109  

ITEM 10.

  ADDITIONAL INFORMATION      109  
  Item 10.A.   Share Capital      109  
  Item 10.B.   Memorandum and Articles of Association      109  
  Item 10.C.   Material Contracts      115  
  Item 10.D.   Exchange Controls      115  
  Item 10.E.   Taxation      120  
  Item 10.F.   Dividends and Paying Agents      127  
  Item 10.G.   Statements by Experts      127  
  Item 10.H.   Documents on Display      127  
  Item 10.I.   Subsidiary Information      128  

ITEM 11.

  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      128  

ITEM 12.

  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES      131  
  Item 12.A.   Debt Securities      131  
  Item 12.B.   Warrants and Rights      131  
  Item 12.C.   Other Securities      131  
  Item 12.D.   American Depositary Shares      131  

PART II

     133  

ITEM 13.

  DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES      133  

ITEM 14.

  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS      133  

 

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             Page  

ITEM 15.

  CONTROLS AND PROCEDURES      133  

ITEM 16.

  [RESERVED]      134  
  Item 16A.   Audit Committee Financial Expert      134  
  Item 16B.   Code of Ethics      134  
  Item 16C.   Principal Accountant Fees and Services      135  
  Item 16D.   Exemptions from the Listing Standards for Audit Committees      135  
  Item 16E.   Purchases of Equity Securities by the Issuer and Affiliated Purchasers      136  
  Item 16F.   Change in Registrant’s Certifying Accountant      136  
  Item 16G.   Corporate Governance      136  
  Item 16H.   Mine Safety Disclosure      137  
PART III      138  

ITEM 17.

  FINANCIAL STATEMENTS      138  

ITEM 18.

  FINANCIAL STATEMENTS      138  

ITEM 19.

  EXHIBITS      138  

 

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PRESENTATION

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

All references to “Won” or “” in this annual report are to the currency of the Republic and all references to “Dollars,” “$,” “US$” or “U.S. dollars” are to the currency of the United States of America. Our monetary assets and liabilities denominated in foreign currency are translated into Won at the market average exchange rate announced by Seoul Money Brokerage Services, Ltd. (the “Market Average Exchange Rate”) on the balance sheet dates, which were, for U.S. dollars, 1,172.0 to US$1.00, 1,208.5 to US$1.00 and 1,071.4 to US$1.00 on December 31, 2015, 2016 and 2017, respectively. Our consolidated financial statements are expressed in Won and, solely for the convenience of the reader, the consolidated financial statements as of and for the year ended December 31, 2017 have been translated into United States dollars at the rate of 1,071.4 to US$1.00, the Market Average Exchange Rate in effect on December 29, 2017.

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

All market share data contained in this annual report, unless otherwise specified, are based on the number of subscribers announced by the Ministry of Science and ICT (the “MSIT”) (ICT standing for Information & Communication Technology), the Korea Communications Commission (the “KCC”) or the Korea Telecommunications Operators Association.

PART I

Item 1. Identity of Directors, Senior Managers and Advisers

Item 1.A. Directors and Senior Management

Not applicable.

Item 1.B. Advisers

Not applicable.

Item 1.C. Auditors

Not applicable.

Item 2. Offer Statistics and Expected Timetable

Item 2.A. Offer Statistics

Not applicable.

Item 2.B. Method and Expected Timetable

Not applicable.

 

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Item 3. Key Information

Item 3.A. Selected Financial Data

You should read the selected consolidated financial data below in conjunction with the consolidated financial statements (“Consolidated Financial Statements”) as of December 31, 2016 and 2017 and for each of the years in the three-year period ended December 31, 2017, and the report of the independent registered public accounting firm on these statements included herein. These audited financial statements and the related notes have been prepared under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). The selected consolidated financial data for the three years ended December 31, 2017 have been derived from our audited consolidated financial statements. We have derived the selected consolidated financial data as of December 31, 2015, 2014 and 2013 and for the years ended December 31, 2014 and 2013 from our historical consolidated financial statements not included in this annual report.

In addition to preparing financial statements in accordance with IFRS as issued by the IASB included in this annual report, we also prepare financial statements in accordance with IFRS as adopted by the Republic of Korea (“K-IFRS”), which we are required to file with the Financial Services Commission and the Korea Exchange under the Financial Investment Services and Capital Markets Act of Korea (“FSCMA”). English translations of such financial statements are furnished to the Securities and Exchange Commission under Form 6-K. See “Item 5. Operating and Financial Review and Prospects—Item 5.A. Operating Results—Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS” for additional information.

The information set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our Consolidated Financial Statements and related notes included in this annual report.

 

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Consolidated statement of operations data

 

     Year Ended December 31,  
     2013         2014             2015             2016             2017         2017(1)      
     (In billions of Won and millions of Dollars, except per share data)  

Continuing Operations:

            

Operating revenue

   23,146     22,613     22,700     23,121     23,547     US$ 21,978  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Revenue

     22,818       22,359       22,212       22,755       23,260       21,709  

Others

     328       253       488       366       287       269  

Operating expenses

     22,911       23,392       21,623       21,781       22,478       20,980  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     235       (779     1,077       1,340       1,069       998  

Finance income

     278       253       273       296       406       379  

Finance costs

     (633     (792     (645     (515     (645     (602

Income from jointly controlled entities and associates

     7       19       6       3       (14     (12
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) from continuing operations before income tax

     (114     (1,299     711       1,123       817       763  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense (benefit)

     12       (271     227       328       271       253  

Profit (loss) for the year from the continuing operations

     (126     (1,028     484       795       546       510  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Discontinued operations:

            

Profit (loss) from discontinued operations

     38       86       141                    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) for the year

   (88   (941   625     795     546     US$ 510  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) for the year attributable to:

            

Equity holders of the parent company

   (190   (1,030   546     708     462     US$ 431  

Profit (loss) from continuing operations

     (216     (1,094     404       708       462       431  

Profit (loss) from discontinued operations

     26       64       142                    

Non-controlling interest

   102     89     78     87     85     US$ 79  

Profit from continuing operations

     90       66       80       87       85       79  

Profit (loss) from discontinued operations

     12       22       (1                  

Earnings per share attributable to the equity holders of the Parent Company during the period:

            

Basic earnings (loss) per share

   (779   (4,215   2,231     2,893     1,884     US$ 2  

From continuing operations

     (885     (4,477     1,650       2,893       1,884       2  

From discontinued operations

     106       262       581                    

Diluted earnings (loss) per share

   (782   (4,215   2,231     2,891     1,883     US$ 2  

From continuing operations

     (888     (4,477     1,650       2,891       1,883       2  

From discontinued operations

     106       262       581                    

 

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Consolidated statement of financial position data

 

     As of December 31,  
Selected Statement of Financial Position Data        2013             2014             2015             2016             2017             2017(1)  
     (In billions of Won and millions of Dollars)  

Assets:

            

Current assets:

            

Cash and cash equivalents

   2,071     1,889     2,559     2,900     1,928     US$ 1,800  

Trade and other receivables, net

     6,373       5,780       4,854       5,327       5,814       5,427  

Other financial assets

     480       333       293       721       973       908  

Current income tax assets

     35       4       4       2       9       8  

Inventories, net

     674       419       617       455       642       599  

Current assets held for sale

                             7       7  

Other current assets

     340       350       317       311       305       284  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     9,972       8,774       8,643       9,716       9,678       9,033  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-current assets:

            

Trade and other receivables, net

     1,739       1,759       704       709       829       774  

Other financial assets

     673       705       658       665       755       705  

Property and equipment, net

     16,387       16,468       14,479       14,312       13,562       12,659  

Investment property, net

     1,105       1,060       1,102       1,148       1,190       1,110  

Intangible assets, net

     3,827       3,544       2,600       3,023       2,633       2,457  

Investments in jointly controlled entities and associates

     364       339       270       284       279       261  

Deferred income tax assets

     707       1,079       845       701       712       665  

Other non-current assets

     76       72       102       106       107       99  

Total non-current assets

     24,878       25,025       20,761       20,948       20,067       18,730  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   34,850     33,799     29,404     30,664     29,745     US$ 27,763  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Equity:

            

Current liabilities:

            

Trade and other payables

   7,433     6,428     6,335     7,140     7,424     US$ 6,929  

Borrowings

     3,021       2,956       1,726       1,820       1,573       1,469  

Other financial liabilities

     64       24       44       1       37       35  

Current income tax liabilities

     100       46       81       89       69       64  

Provisions

     115       111       104       96       78       73  

Deferred income

     144       144       98       36       18       17  

Other current liabilities

     348       279       311       342       258       241  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     11,224       9,987       8,699       9,524       9,458       8,828  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-current liabilities:

            

Trade and other payables

     1,108       944       669       1,188       1,001       935  

Borrowings

     8,463       9,860       6,909       6,301       5,110       4,770  

Other financial liabilities

     179       191       104       108       149       139  

Retirement benefit liabilities

     586       594       524       378       395       369  

Provisions

     134       106       91       101       125       117  

Deferred income

     148       147       96       85       92       86  

Deferred income tax liabilities

     169       144       130       138       128       120  

Other non-current liabilities

     2       39       27       59       237       220  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-current liabilities

     10,789       12,025       8,550       8,358       7,238       6,756  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   22,013     22,012     17,249     17,882     16,696     US$ 15,584  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity attributable to owners of the Parent Company

            

Paid-in capital

            

Share capital

   1,564     1,564     1,564     1,564     1,564     US$ 1,460  

Share premium

     1,440       1,440       1,440       1,440       1,440       1,344  

Retained earnings

     10,019       8,568       9,050       9,644       9,827       9,172  

Accumulated other comprehensive income (expense)

     25       26       14       (1     31       29  

Other components of equity

     (1,321     (1,261     (1,233     (1,218     (1,205     (1,125
     11,728       10,338       10,836       11,430       11,657       10,880  

Non-controlling interest

     1,110       1,449       1,320       1,353       1,392       1,299  

Total equity

     12,837       11,788       12,156       12,783       13,049       12,179  

Total liabilities and equity

   34,850     33,799     29,404     30,664     29,745     US$ 27,763  

 

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Consolidated statement of cash flow data

 

     Year Ended December 31,  
     2013     2014     2015     2016     2017     2017(1)  
     (In billions of Won and millions of Dollars)  

Net cash generated from operating activities

   4,111     1,916     4,230     4,771     3,878     US$ 3,621  

Net cash provided by (used in) investing activities

     (3,783     (3,171     (2,402     (3,485     (3,483     (3,252

Net cash provided by (used in) financing activities

     (312     1,072       (1,164     (943     (1,363     (1,274

Operating Data

 

     As of December 31,  
     2013      2014      2015      2016      2017  

Lines installed (thousands) (2)

     24,264        23,930        23,607        24,858        24,343  

Lines in service (thousands) (2)

     14,032        13,713        12,440        11,871        11,220  

Lines in service per 100 inhabitants (2)

     27.4        26.7        24.6        23.0        21.7  

Mobile subscribers (thousands)

     16,454        17,300        18,038        18,892        20,015  

Broadband Internet subscribers (thousands)

     8,067        8,129        8,328        8,516        8,781  

 

 

(1) For convenience, the Won amounts are expressed in U.S. dollars at the rate of 1,071.4 to US$1.00, the Market Average Exchange Rate in effect on December 29, 2017. This translation should not be construed as a representation that the Won amounts represent, have been or could be converted into U.S. dollars at that rate or any other rate.

 

(2) Including public telephones.

Exchange Rate Information

The following table sets out information concerning the Market Average Exchange Rate for the periods and dates indicated:

 

Period

   At End
of Period
     Average
Rate (1)
     High      Low  
     (Won per US$1.00)  

2011

     1,153.3        1,108.1        1,199.5        1,049.5  

2012

     1,071.1        1,126.9        1,181.8        1,071.1  

2013

     1,055.3        1,095.0        1,159.1        1,051.5  

2014

     1,099.2        1,053.2        1,118.3        1,008.9  

2015

     1,172.0        1,131.5        1,203.1        1,068.1  

2016

     1,208.5        1,160.5        1,240.9        1,093.2  

2017

     1,071.4        1,130.8        1,208.5        1,071.4  

October

     1,125.0        1,131.6        1,145.7        1,124.7  

November

     1,082.4        1,105.0        1,121.2        1,082.4  

December

     1,071.4        1,085.8        1,093.4        1,071.4  

2018 (through April 16)

     1,070.0        1,071.0        1,094.3        1,057.6  

January

     1,071.5        1,066.7        1,071.5        1,061.3  

February

     1,071.0        1,079.6        1,094.3        1,068.0  

March

     1,066.5        1,071.9        1,081.9        1,064.3  

April (through April 16)

     1,070.0        1,064.0        1,070.0        1,057.6  

 

Source: Seoul Money Brokerage Services, Ltd.

 

(1) Represents the average of the Market Average Exchange Rates on each business day during the relevant period (or portion thereof).

Our monetary assets and liabilities denominated in foreign currency are translated into Won at the Market Average Exchange Rate on the balance sheet dates, which were, for U.S. dollars, 1,172.0 to US$1.00, 1,208.5 to US$1.00 and 1,071.4 to US$1.00, at December 31, 2015, 2016 and 2017, respectively.

Our consolidated financial statements are expressed in Won and, solely for the convenience of the reader, the consolidated financial statements as of and for the year ended December 31, 2017

 

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have been translated into United States dollars at the rate of 1,071.4 to US$1.00, the Market Average Exchange Rate in effect on December 29, 2017.

We make no representation that the Won or Dollar amounts contained in this annual report could have been or could be converted into Dollar or Won, as the case may be, at any particular rate or at all.

Item 3.B. Capitalization and Indebtedness

Not applicable.

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

Not applicable.

Item 3.D. Risk Factors

You should carefully consider the following factors.

Risks Relating to Our Company and Business

Competition in the Korean telecommunications industry is intense.

Competition in the telecommunications sector in Korea is intense. Business combinations in the telecommunications industry significantly changed the competitive landscape of the Korean telecommunications industry. Currently, we compete with two other integrated telecommunications service providers, SK Telecom Co., Ltd. (“SK Telecom”) and LG U+. SK Telecom acquired a controlling stake in Hanarotelecom Incorporated in 2008, which was renamed SK Broadband Co., Ltd. (“SK Broadband”). The acquisition enabled SK Telecom to provide fixed-line telecommunications, broadband Internet access and Internet Protocol Television (“IPTV”) services together with its mobile telecommunications services. In January 2010, LG Dacom Corporation (“LG Dacom”) and LG Powercom Co., Ltd. (“LG Powercom”) merged into LG Telecom Co., Ltd., which subsequently changed its name to LG U+. The merger enabled LG U+ to provide a similar range of services as SK Telecom and us. Our inability to compete against such competitors could have a material adverse effect on our business, financial condition and results of operations.

In addition, we face increasing competition from specific service providers, such as Internet phone service providers, Internet text message service providers, voice resellers and call-back service providers. In recent years, the increasing popularity of free messaging services, Internet phone and other communications services offered by Google, Facebook, Kakao Talk, Line and Skype has had a negative impact on demand for our telecommunications and text message services while creating additional data transmission usage by our Internet and mobile subscribers. Our inability to adapt to such changes in the competitive landscape could have a material adverse effect on our business, financial condition and results of operations.

Mobile Service. We provide mobile services based on Wideband Code Division Multiple Access (“W-CDMA”) technology (commonly known as the third-generation (“3G”) mobile telecommunications technology) and Long-Term Evolution (“LTE”) technology (commonly known as the fourth-generation (“4G”) mobile telecommunications technology). Competitors in the mobile telecommunications service industry are SK Telecom and LG U+. We had a market share of 31.4% as of December 31, 2017, making us the second largest mobile telecommunications service provider in Korea. SK Telecom had a market share of 47.8% as of December 31, 2017. Mobile subscribers are

 

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allowed to switch their service provider while retaining the same mobile phone number. Mobile service providers also grant subsidies to subscribers who purchase new handsets and agree to a minimum subscription period. Such mobile number portability and handset subsidies previously intensified competition among the mobile service providers and increased their marketing expenses. In addition, wide variation in subsidy amounts paid to subscribers led to concerns relating to consumer discrimination over time. Consequently, in order to enhance transparency in subsidy amounts paid to subscribers, the Act on Improvement of Mobile Telecommunication Device Distribution System (the “Handset Distribution Reform Act”), which imposed upper limit on the amount of handset subsidies offered by service providers, was enacted in October 2014. However, the upper limit on the handset subsidies was phased out on October 1, 2017. As a result, price competition through handset subsidies which became less prevalent after the passage of the Handset Distribution Reform Act may intensify again and such competition could lead to a decrease in our net profit margins.

Since 2011, SK Telecom, LG U+ and we have launched 4G mobile telecommunications services based on LTE technology, which has further intensified competition among the three companies and resulted in an increase in marketing expenses and capital expenditures related to implementing and providing 4G LTE services. We are also competing with the other two companies to introduce fifth-generation (“5G”) mobile telecommunications services as early as 2019, one year ahead of our initial plan. As SK Telecom, LG U+ and we continue to compete to improve network quality and to introduce new technologies in order to accommodate increased data usage of subscribers, we may incur significant expenses to acquire additional bandwidth spectrums and various fixed assets and to expand technological know-how and capacity. Furthermore, on April 10, 2018, to facilitate expedient establishment of 5G services infrastructure, the Government announced its initiatives to facilitate co-use and sharing of telecommunications infrastructure as follows: (i) we should permit fixed-line telecommunication service providers and mobile service providers (such as SK Telecom and LG U+) to co-use our telecommunications infrastructure necessary for provision of 5G services, (ii) the Government determined that we, SK Telecom and LG U+ possessed essential infrastructure with respect to the interval between the cable entry at a building and the initial occurrence of connection within the building and required that the three companies share such infrastructure throughout buildings in Korea with each other, and (iii) fixed-line telecommunications service providers and mobile service providers are required to participate in joint efforts to construct additional fixed-line and mobile network architecture. We believe that the continuing intense competition among major telecommunications operators in Korea may have a material adverse impact on our results of operations.

Fixed-line Telephone Services. Before December 1991, we were the sole provider of local, domestic long-distance and international long-distance telephone services in Korea. Since then, various competitors have entered the local, domestic long-distance and international long-distance telephone service markets in Korea, which have eroded our market shares. LG U+ and SK Broadband currently provide local, domestic long-distance and international long-distance telephone services. In addition, Sejong Telecom, Inc. (formerly, Onse Telecom Corporation) and SK Telink, Inc. currently provide domestic long-distance and international long-distance telephone services. We also compete with specific service providers, such as Internet phone service providers, voice resellers and call-back service providers that offer international long-distance service in Korea. While we offer our own Internet phone service, the entry of these and other potential competitors into the local, domestic long-distance and international long-distance telephone service markets has had and may continue to have a material adverse effect on our revenues and profitability from these services. As of December 31, 2017, we had a market share in local telephone service of 80.5% and a market share in domestic long distance service of 79.8%. Further increase in competition may decrease our market shares in such services. As part of our efforts to improve our operational efficiencies, we transferred all operations relating to fixed-line sales activities (including on-site sales, line activation, after service, and customer center operations) to our subsidiaries in 2014.

 

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Internet Services. The Korean broadband Internet access service market has experienced significant growth in the past decade. SK Broadband (formerly Hanarotelecom) entered the broadband market in 1999 offering both Hybrid Fiber Coaxial (“HFC”) and Asymmetric Digital Subscriber Line (“ADSL”) services. We also began offering broadband Internet access service in 1999, followed by Dreamline, Sejong and LG U+. In recent years, numerous cable television operators have also begun to offer HFC-based services at rates lower than ours. We had a market share of 41.3% as of December 31, 2017. As a result of having to compete with a number of competitors and the maturing of the Internet access service market, we currently encounter, and we expect to encounter, pressure to increase marketing expenses in the future.

The market for other Internet-related services in Korea, including IPTV and Internet phone services, is also very competitive. We anticipate that competition will continue to intensify as the usage and popularity of the Internet grows and as domestic and international competitors newly enter the Internet industry in Korea or expand product offerings such as gigabit Internet service. The substantial growth of the Internet industry in Korea has attracted many competitors and as a result may lead to increasing price competition to provide Internet-related services. Increased competition in the Internet industry could have a material adverse effect on the number of subscribers of our Internet-related service and on our results of operations.

Failure to renew existing bandwidth spectrum, acquire adequate additional bandwidth spectrum or use our bandwidth efficiently may adversely affect our mobile telecommunications business and results of operations.

One of the principal limitations on a wireless network’s subscriber capacity is the amount of bandwidth spectrum allocated to a service provider. We currently use 40 MHz of bandwidth in the 2.1 GHz spectrum, of which 20 MHz is used for our 4G LTE services and the remaining 20 MHz of bandwidth for our IMT-2000 services based on W-CDMA wireless network standards. We also use (i) 20 MHz of bandwidth in the 900 MHz spectrum and 35 MHz of bandwidth in the 1.8 GHz spectrum for our 4G LTE services; (ii) 20 MHz of bandwidth in the 1.8 GHz spectrum, which we acquired in May 2016 for our Wideband LTE-A services; and (iii) 30 MHz of bandwidth in the 2.3 GHz spectrum for our WiBro services. The MSIT announced its plan to auction additional bandwidth starting in 2018 to enable provision of 5G services and our ability to commercialize and provide 5G services depends in part on acquisition of adequate bandwidth spectrum at such auctions. For more information on our licenses to bandwidth spectrum, see “Item 4. Information on the Company—Item 4.D. Property, Plants and Equipment—Mobile Networks.”

The growth of our mobile telecommunications business and the increase in usage of wireless data transmission services have been significant factors in the increased utilization of our bandwidth, since wireless data applications are generally more bandwidth-intensive than voice services. The current trend of increasing data transmission use and the increasing sophistication of multimedia contents are likely to put additional strain on the bandwidth capacity of mobile service providers. In the event we are unable to maintain sufficient bandwidth capacity by renewing existing bandwidth spectrum, receiving additional bandwidth allocation, or cost-effectively implementing technologies that enhance bandwidth usage efficiency, our subscribers may perceive a general decrease in quality of mobile telecommunications services. No assurance can be given that bandwidth constraints will not adversely affect the growth of our mobile telecommunications business. Furthermore, we may be required to pay a substantial amount to acquire bandwidth capacity in order to meet increasing bandwidth demand, which may adversely affect our financial condition and results of operations.

 

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Introduction of new services, including our 4G LTE services and 5G services to be commercialized, poses challenges and risks to us.

The telecommunications industry is characterized by continual advances and improvements in telecommunications technology, and we have been continually researching and implementing technology upgrades and additional telecommunication services to maintain our competitiveness. For example, we have been building more advanced mobile telecommunications networks based on LTE technology, which is generally referred to as 4G technology, and commenced providing commercial 4G LTE services in the Seoul metropolitan area in January 2012, while subsequently expanding the coverage and increasing the transmission speed of our services thereafter. We have made extensive efforts to develop advanced technologies as well as to provide a variety of services with enhanced speed, latency and connectivity. Furthermore, we are also continually upgrading our broadband network to enable better fiber-to-the-home (“FTTH”) connection, which enhances data transmission speed and connection quality. FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cables extending from the telecommunications operator’s switching equipment to the boundary of home or office. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH also enables us to deliver digital media content, such as IPTV, with higher stability.

In recent years, we have been making capital expenditures and investing in additional research and development to roll out 5G telecommunication services by 2019, one year earlier than our initial plan. However, no assurance can be given that our new services will gain broad market acceptance such that we will be able to derive revenues from such services to justify the license fee, capital expenditures and other investments required to provide such services. For example, in March 2005, we acquired a license to provide wireless broadband Internet access (“WiBro”) service, and commercially launched our service in June 2006 to expand the WiBro service coverage nationwide by 2011. However, the number of our WiBro subscribers have decreased in the recent years as more WiBro subscribers chose to access the Internet using our 4G LTE network rather than WiBro following the proliferation of 4G LTE services since 2013. If our new services do not gain broad market acceptance, our results of operations and financial condition may be adversely affected.

We may not be able to successfully pursue our strategy to acquire businesses and enter into joint ventures that complement or diversify our current business, and we may need to incur additional debt to finance such expansion activities.

One key aspect of our overall business strategy calls for acquisitions of businesses and entering into joint ventures that complement or diversify our current business. In March 2014, the investment business division of KT Capital Co., Ltd., including 3,059,560 common shares of BC Card Co., Ltd. that KT Capital Co., Ltd. held, was spun off and merged into KT Corporation. On August 20, 2015, we and our consolidated subsidiary, KT Hitel Co., Ltd., sold the entire 100% stake of KT Capital Co., Ltd. to JCF III K Holdings LLC for a total of 299 billion. In January 2011, we acquired 5,600,000 shares of redeemable convertible preferred stock with voting rights and convertible bonds that were convertible into 5,600,000 shares of common stock of KT Skylife Co., Ltd. (“KT Skylife”), a provider of satellite TV service which may also be packaged with our IPTV services, from Dutch Savings Holdings B.V. for approximately 246 billion. We exercised the conversion rights on the redeemable convertible preferred stock and the convertible bonds in March 2011, and owned a 50.3% interest in KT Skylife as of December 31, 2017. In March 2015, KT Media Hub Co., Ltd. was merged into KT Corporation to increase management efficiency and promote synergy among our existing businesses.

While we plan to continue our search for other suitable acquisition and joint venture opportunities, we cannot provide assurance that we will be able to identify additional attractive opportunities or that we will successfully complete the transactions, without encountering

 

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administrative, technical, political, financial or other difficulties, or at all. Even if we were to successfully complete the transactions, success of an acquisition or a joint venture depends largely on our ability to achieve the anticipated synergies, cost savings and growth opportunities from integrating the business of the acquired company or the joint venture with our business. There can be no assurance that we will achieve the anticipated benefits of the transaction, which may adversely affect our business, financial condition and results of operations.

Pursuing acquisitions or joint venture transactions also requires significant capital, and as we pursue further growth opportunities for the future, we may need to raise additional capital through incurring loans or through issuances of bonds or other securities in the international capital markets.

Disputes with our labor union may disrupt our business operations.

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

We also negotiate collective bargaining agreements every two years with our labor union and annually negotiate a wage agreement. Our current collective bargaining agreement expires on October 9, 2019. Although we have been able to reach collective bargaining agreements and wage agreements with our labor union in recent years, there can be no assurance that we will not experience labor disputes and unrests resulting from disagreements with the labor union in the future.

The Korean telecommunications and Internet protocol broadcasting industries are subject to extensive Government regulations, and changes in Government policy relating to these industries could have a material adverse effect on our operations and financial condition.

The Government, primarily through the MSIT and the KCC, has authority to regulate the telecommunications industry. Until March 2013, regulation of the telecommunications industry had mainly been the responsibility of the KCC. With the establishment of the newly created the Ministry of Science, ICT & Future Planning (the predecessor to the MSIT, the “MSIP”) on March 23, 2013, however, such regulatory responsibility has mostly been transferred to the MSIP (and later to MSIT). The MSIT’s policy is to promote competition in the Korean telecommunications markets through measures designed to prevent the dominant service provider in any such market from exercising its market power in such a way as to prevent the emergence and development of viable competitors.

Under the current Government regulations, if a network service provider has the largest market share for a specified type of service and its revenue from that service for the previous year exceeds a specific revenue amount set by the MSIT, it must obtain prior approval from the MSIT for the rates and the general terms for that service. Each year, the MSIT designates service providers whose rates and general terms of service must be approved by the MSIT. In 1997, the MSIT had designated us for local telephone service and SK Telecom for mobile service, and the MSIT, in consultation with the Ministry of Strategy and Finance, currently approves rates charged by us and SK Telecom for such services. The form of our standard agreement for providing local network service and each agreement for interconnection with other service providers must also be reported to the MSIT.

The MSIT currently does not regulate our domestic long-distance, international long-distance, broadband Internet access and mobile service rates, but the inability to freely set our local telephone service rates may hurt profits from such business and impede our ability to compete effectively against

 

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our competitors. See “Item 4. Information on the Company—Item 4.B. Business Overview—Regulation—Rates.” In addition, the MSIT may periodically announce public policy guidelines or suggestions that we take into consideration in setting our tariffs for non-regulated services. In March 2015, we completely abolished our activation fee relating to our mobile services. In July 2016, we lowered our early termination fee for our broadband Internet access service, Internet phone or IPTV or such products bundled with our fixed-line telephone service. On December 22, 2017, we started to provide additional tariff reductions of 11,000 per month to certain subscribers on Government welfare. In July 2017, the MSIT announced its plan to adopt “universal” mobile subscription fees sometime in 2018 in connection with the Government’s efforts to reduce mobile service fees paid by individuals. According to the draft version of the proposed revision to the Telecommunications Business Act, subject to approval by the National Assembly, the dominant network service provider (SK Telecom) shall be required to provide a mobile subscription plan priced at 20,000 per month (at a significant discount to currently available mobile subscription plans) which allows data use of between 1 and 1.4 GB and 200 call minutes. Furthermore, in response to a social interest group’s lawsuit against the MSIT to lower consumers’ telecommunication bills, it is expected that, in May 2018, the MSIT will make public disclosure of previously non-public regulatory financial reports and other supporting and evaluation materials submitted by the network service providers (including us) for determining tariffs of various 2G and 3G mobile subscription plans for a six-year period ending in May 2011. There can be no assurance that we will not adopt other tariff-reducing measures in the future to comply with the Government’s public policy guidelines or suggestions.

The MSIT may revoke our licenses or suspend any of our businesses if we fail to comply with its rules, regulations and corrective orders, including the rules restricting beneficial ownership and control or any violation of the conditions of our licenses. Alternatively, in lieu of suspension of our business, the MSIT may levy a monetary penalty of up to 3.0% of the average of our annual revenue for the preceding three fiscal years. For example, on March 12, 2015, the KCC imposed a fine of 870 million for violation of restrictions on handset subsidies relating to our compensation program for used handsets. On June 24, 2015, the KCC imposed a fine of 52 million for violating privacy related regulations and undermining consumer interests. On July 31, 2015 and January 19, 2016, the KCC imposed a fine of 350 million and 560 million, respectively, on us for infringing upon consumer interests by advertising false and exaggerated information about bundled products. On March 8, 2016, the KCC imposed a fine of 32 million on us for offering excessively reduced rates and waivers to certain customers. On December 6, 2016, the KCC imposed a combined fine of approximately 10.7 billion on SK Telecom, LG U+, SK Broadband, t-broad, D’live, CJ HelloVision and us (our fine being approximately 2.3 billion) and ordered to take corrective measures for providing excessive promotional gifts to bundled products customers. In April 2017, the Fair Trade Commission imposed a combined fine of approximately 47 million on us for failing to include developments relating to our management in our public disclosures. In October 2017, the Fair Trade Commission imposed a fine of approximately 360 million on us for not including transactions between our affiliates in our public disclosures. On January 24, 2018, the KCC imposed a combined fine of approximately 50.6 billion on SK Telecom, LG U+ and us (our fine being approximately 12.5 billion) for violation of regulations relating to handset sales in the form of wholesale, online sale and others. For more information about the penalties imposed for violating Government regulations, see “Item 8. Financial Information—Item 8.A. Consolidated Statements and Other Financial Information—Legal Proceedings.” The revocation of our licenses, suspension of our business or imposition of monetary penalties by the MSIT could have a material adverse effect on our business.

On October 1, 2014, the Handset Distribution Reform Act went into effect. The Handset Distribution Reform Act regulates, among other matters, the sale and subsidies of mobile devices such as smartphones, with one of its purposes being to induce telecommunication operators to compete in lowering the costs of communications and encourage the manufacturers to reduce handset factory prices, while improving service quality. Under the Handset Distribution Reform Act, consumers may not

 

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be discriminated in terms of subsidies based on their age, place of residence or monthly subscription plan when using their existing mobile phones, buying a new phone or switching their mobile carriers. Furthermore, everyone, regardless of their status, is entitled to receive either a handset subsidy for the purchase of mobile phone models that were launched within the last 15 months, or a tariff discount (with the current discount rate set at 25%, effective since September 15, 2017). Since April 8, 2015, the maximum amount of handset subsidy that telecommunications operators and handset manufacturers may offer was 330,000. The maximum amount of the handset subsidy was phased out on October 1, 2017. On September 15, 2017, in compliance with the policy initiatives announced by the MSIT, we increased the maximum tariff discount to 25% from the prior 20% (which had been in effect since April 24, 2015). According to the Government, excessive handset subsidies may cause mobile subscribers to subscribe to more expensive monthly plans in return for greater handset subsidies or may cause handset vendors to provide discriminatory subsidies based on consumers’ age, residence and subscription plan, among others. It was reported that the Government plans to introduce measures to curb excessive competition for handset subsidies such as guidelines on subsidies for online handset sales and requirement for public disclosure of the portion or amount of handset subsidies provided by each party involved in handset sales.

The Government also sets the policies regarding the use of radio frequencies and allocates the spectrum of radio frequencies used for wireless telecommunications by an auction process or by a planned allocation. For a discussion of the Government’s recent policies and practices on bandwidth spectrum allocation, see “—Item 3.D. Risk Factors—Failure to renew existing bandwidth spectrum, acquire adequate additional bandwidth spectrum or use our bandwidth efficiently may adversely affect our mobile telecommunications business and results of operations.” The new allocations of bandwidth could increase competition among wireless service providers, which may have an adverse effect on our business.

We also plan to put more focus on the Internet protocol (“IP”) media market, and we began offering IPTV services in November 2008. IPTV is a service which combines video-on-demand services with real-time high definition broadcasting via broadband networks. The MSIT and the KCC have the authority to regulate IPTV services. Under the Internet Multimedia Broadcasting Services Act, anyone intending to engage in the IPTV services business must first obtain a license from the MSIT. Moreover, anyone intending to provide linear channel programs focused on news or contents that generally combine news, culture entertainment, and any other similar contents with IPTV providers, must obtain approval from the KCC. Furthermore, anyone intending to provide contents relating to the introduction of consumer products and other similar marketing linear channel programs with IPTV providers must obtain additional approval from the MSIT. In addition, KT Skylife (formerly Korea Digital Satellite Broadcasting Co., Ltd.), which became our consolidated subsidiary starting in January 2011, offers satellite TV services, which may also be packaged with our IPTV services. KT Skylife is also subject to regulation by the MSIT and the KCC pursuant to the Korea Broadcasting Act. In March 2015, amendments to the Internet Multimedia Broadcasting Services Act were promulgated. Under such amendments, a single pay TV operator (including its affiliates) may not have more than one-third of the market share of all pay TV subscribers in Korea. The restriction on market share is in effect until June 27, 2018, subject to the Government’s decision to renew the market share restriction or phase out the restriction as originally planned.

Government policies and regulations relating to the above as well as other regulations involving the Korean telecommunications and IP broadcasting industries (including as a result of the implementation of free trade agreements between Korea and other countries, including the United States and the European Union) could impose restrictions on our business operations, which could have a material adverse effect on our operations and financial condition, and may also change in ways that could materially and adversely affect us. See “Item 4. Information on the Company—Item 4.B. Business Overview—Regulation.”

 

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The pending legal cases against Mr. Suk-chae Lee, our former chief executive officer, and other former executive officers or directors—and related adverse publicity—could have a material adverse effect on our business, reputation and stock price.

In April 2014, the Seoul Central District prosecutor’s office charged Mr. Suk-chae Lee, our former chief executive officer who resigned in November 2013, with embezzlement and breach of fiduciary duty. Mr. Il Yung Kim, our former standing director and former president of the KT Corporate Center, was charged as a co-conspirator in the breach of fiduciary duty by Mr. Lee, and Mr. Yu-yeol Seo, our former president of Home Business Group, was charged as a co-conspirator in Mr. Lee’s embezzlement. On September 24, 2015, the Seoul District Court acquitted Mr. Lee of the charges of embezzlement and breach of fiduciary duty. Mr. Kim and Mr. Seo were also acquitted of the conspiracy charges. The prosecution has appealed the judgments and on May 27, 2016, the Seoul High Court found Mr. Lee and Mr. Seo guilty of embezzlement and sentenced them to 18 months of prison term, to be suspended for 2 years, for having embezzled and created off-the-books funds of 1.1 billion between 2009 and 2013, using such funds for personal purposes such as payments at weddings and funerals of Mr. Lee’s friends and acquaintances and Mr. Seo’s living and entertainment expenses. However, Mr. Lee and Mr. Kim were acquitted on the charge of breach of fiduciary duty. These judgments have been appealed by the prosecution as well as by Mr. Lee and Mr. Seo to the Supreme Court of Korea, which, on May 30, 2017, confirmed the acquittal of Mr. Lee and Mr. Kim on the charge of breach of fiduciary duty, and vacated the appellate judgment against Mr. Lee and Mr. Seo on the charge of embezzlement and remanded the case back to the Seoul High Court. On April 26, 2018, the Seoul High Court acquitted Mr. Lee and Mr. Seo on the charge of embezzlement.

The legal cases against Mr. Lee, Mr. Seo, and Mr. Kim do not involve charges of wrongdoing by us. Nevertheless, an adverse determination in any such case or proceeding may harm our reputation and adversely affect the trading price of our shares. The outcome of any related claims, investigations and proceedings is inherently uncertain and there can be no assurance that any further developments in the legal proceedings against Mr. Lee, Mr. Seo, and Mr. Kim, including adverse publicity, will not adversely affect our business, reputation or stock price.

Our charitable or political donations, employment of certain individuals and engagement of an advertising agency connected to a scandal involving Ms. Soon-sil Choi, a confidante of former President Geun-hye Park, and other incidents and allegations could have a material adverse effect on our business, reputation and stock price.

In March 2017, the Constitutional Court of Korea found that many Korean corporations, including the Company, made donations to two non-profit foundations, Mir Foundation and K-Sports Foundation, at former President Park’s request. Our contributions comprised 1.1 billion of the total 48.6 billion given to Mir Foundation and 700 million of the total 28.8 billion given to K-Sports Foundation. The Constitutional Court also found that an aide of former President Park, at the direction of the former President, on several occasions asked our chief executive officer to hire (and later to promote) two individuals, Mr. Dong-Soo Lee and Ms. Hye-Sung Shin: Mr. Lee was hired and later promoted to the head of a business unit in charge of our marketing and advertisement campaigns and Ms. Shin was hired to another position in the same business unit. Subsequently, the same presidential aide also requested that Mr. Lee and our other officers award advertising contracts to Playground Communications Co., Ltd. (“Playground”), an advertising agency over which Ms. Soon-sil Choi, a confidante of former President Park, effectively owns 70% equity interest, according to the Constitutional Court. The Constitutional Court further held that the companies receiving the purported “requests” from former President Park’s aide appeared to have felt immense pressure to comply with the requests and could not easily have rejected them. Playground was awarded seven advertising contracts for a total of approximately 6.8 billion in 2016, amounting to approximately 3.7% of our annual advertising spending in 2016. In 2016, our payments to Playground amounted to approximately

 

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517 million. We have not awarded additional advertising contract to Playground since September 2016, and Mr. Lee and Ms. Shin resigned from the Company in November 2016 and May 2016, respectively.

In April 2017, the Korean prosecution indicted former President Park on charges of bribery, coercion and abuse of power, among others. On April 6, 2018, the Seoul Central Court sentenced the former President to 24 years of prison term and monetary fine of 18 billion, having found the former President guilty on many of the charges, including the coercion charges relating to the same events underlying the Constitutional Court decisions described above: (i) employment and promotions of Mr. Lee and Ms. Shin at KT Corporation, (ii) entry into advertising contracts with Playground and (iii) donations to Mir Foundation and K-Sports Foundation by us and other Korean corporations. The prosecution appealed the trial court’s decision.

On January 18, 2018, the Korean prosecution indicted Mr. Byung-Hun Jun, a former member of the National Assembly, for charges of bribery, corruption and coercion, among others. One of the allegations is that Mr. Jun, during his term as a member of the former Science, ICT, Future Planning, Broadcasting, and Communications Committee (currently the Science, ICT, Broadcasting and Communications Committee) of the National Assembly, solicited donations or financial sponsorship from various corporations, including us, to an organization where he used to serve as the president. While the prosecution indicted Mr. Jun for these allegations, no indictment or charges of wrongdoing were brought against us or any of our executives or employees in connection with Mr. Jun’s indictment.

In January 2018, the Korean police commenced an investigation in connection with the allegations that our current and former executives and employees violated the Political Funds Act of Korea, by making certain donations to various lawmakers using corporate funds. This investigation is currently ongoing.

We cannot be certain at this time how the above-described matters and the publicity around them will develop. While we have not been charged with wrongdoing in connection with the above-mentioned matters, related allegations, claims, investigations and proceedings remain a possibility, and we cannot provide any assurances as to likely outcomes. There can be no assurance that any further developments relating to the above-mentioned matters, including adverse publicity, will not adversely affect our business, reputation or stock price.

The reported investigation, insolvency proceedings of and any adverse publicity associated with our previous subsidiary, KT ENGCORE, could have a material adverse effect on our business, reputation and stock price.

An employee of KT ENGCORE Co., Ltd. (formerly known as KT ENS Corporation until April 2015) (“KT ENGCORE”), our consolidated subsidiary until August 2014, and several companies, some of which are KT ENGCORE’s subcontractors, allegedly worked together to forge documents, including a forged proof of accounts receivable, to incur borrowings, of which 290 billion remains unpaid, from 16 Korean banks since 2008 in over 460 transactions, which were allegedly secured by the forged accounts receivable and endorsed by KT ENGCORE. KT ENGCORE’s management neither had knowledge of nor approved such transactions. On February 11, 2014, police raided the offices of the subcontractors in connection with their investigation of the loans. Upon discovery of the incident, KT ENGCORE immediately suspended the employee in question without pay, pending the results of the investigations for any further disciplinary actions. The employee and several other persons involved in the incident were sentenced to prison terms by the Seoul Central District Court in August 2014 and by the appellate court subsequently.

In March 2014, KT ENGCORE filed for court receivership with the Seoul Central District Court, based on its inability to pay approximately 49 billion in commercial paper that became due after early

 

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redemption rights were exercised. The commercial paper had been issued in connection with construction of a solar power plant by a contractor of the project and guaranteed by KT ENGCORE. KT ENGCORE faced difficulties in preventing such exercise of redemption rights following the above incident, and we declined to provide additional financial support to KT ENGCORE to repay the redeemed commercial paper. In August 2014, the Seoul Central District Court approved KT ENGCORE’s restructuring plan, and determined that KT ENGCORE is only responsible for 15% to 20% of the borrowings which remain unpaid, or approximately 46 billion. Pursuant to the plan, KT ENGCORE is expected to repay all of its currently outstanding obligations. The banks had appealed the decision of the Seoul Central District Court, and it was determined that KT ENGCORE is responsible for 30% to 40% of the borrowings which remain unpaid. The court decision was appealed and in February 2017, the Seoul High Court found that KT ENGCORE is responsible for 40% of the borrowings which remain unpaid. Such appellate court decision was subsequently affirmed by the Supreme Court of Korea in June 2017. While KT ENGCORE’s restructuring is unlikely to have a material impact on our results of operations or financial condition on a consolidated basis, as KT ENGCORE has not been our consolidated subsidiary since 2014 due to its filing for court receivership, and our interest in KT ENGCORE was classified as available-for-sale securities, any future legal proceedings against KT ENGCORE and/or us may lead to significant losses. Such losses, as well as any adverse publicity associated with the incident, could have a material adverse effect on our business, reputation and stock price.

The data breach incidents involving us in recent years have resulted in government investigations and civil litigation, and if our efforts to protect personal information of our subscribers are unsuccessful, future issues may result in further government enforcement actions and civil litigation and may significantly impact our results of operation and reputation.

The nature of our business involves the receipt and storage of personal information of our subscribers. The uninterrupted operation of our information systems and confidentiality of the customer information that resides in such systems are critical to our successful operations. As such, we have a program in place to detect and respond to data security incidents. However, even though we may take all steps we believe are necessary to protect personal information, hardware, software or applications we develop or procure from third parties may contain defects in design, manufacturing defects or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to circumvent our security measures to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our employees, contractors and temporary staff. In addition, because the techniques used to obtain unauthorized access or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures.

For example, in July 2012, the police arrested two third-party individuals in connection with the alleged theft of personal information relating to approximately 8.7 million of our mobile phone subscribers. The individuals in question stole personal information through a series of hackings starting from February 2012 into our New Service and Technology Evolution Program (“N-STEP”), our mobile customer information system. Since the incident, approximately 29,800 of our mobile phone subscribers filed a total of 16 lawsuits against us in connection with the N-STEP hackings, alleging that we failed to protect their personal information, and are seeking total damages of approximately 15 billion. From August 2014 to October 2016, various district courts have awarded damages of 100,000 per plaintiff for 14 of the cases involving a total of approximately 29,000 of the subscribers, resulting in damages of approximately 3 billion to us, while the remaining two trials are currently ongoing at various district courts. We have appealed the district courts’ decisions. We won three of the appeals without further appellate proceedings. The other appeal which we won has been appealed to

 

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the Supreme Court. We lost one of the appeals and we appealed such decision to the Supreme Court. The other nine appeals are currently ongoing at the Seoul High Court or the Seoul Central Court.

Furthermore, in March 2014, the police arrested three third-party individuals in connection with their alleged theft of personal information relating to approximately 9.8 million of our subscribers. The individuals in question stole the personal information of our subscribers through a series of hackings into our main homepage starting from February 2014. Since the incident, approximately 15,000 subscribers filed 22 lawsuits against us in connection with the information theft, seeking total damages of approximately 7 billion. From November 2016 to January 2018, we won 17 trials, lost two trials and the remaining three trials are currently ongoing at various district courts. The plaintiffs of nine of the 17 cases have appealed the district courts’ decisions to the Seoul High Court or the Seoul District Court. We appealed the district courts’ decisions of the two trials where we lost. In June 2014, we were fined 85 million by the KCC and were ordered to take corrective measures in connection with the most recent hacking incident. We filed an administrative appeal in August 2014 in connection with the KCC fine and prevailed. The KCC appealed the administrative decision and the appeal is currently ongoing at the Seoul High Court.

We are unable to predict with any meaningful degree of certainty the outcome of these incidents at this time, including the scope of investigations or the maximum potential exposure. However, if we experience additional significant data security breaches or fail to detect and appropriately respond to significant data security breaches, we could be subject to additional government enforcement actions, regulatory sanctions and litigation in the future. In addition, our mobile subscribers could lose confidence in our ability to protect their information, which could cause them to discontinue using our services altogether. Furthermore, adverse final determinations, decisions or resolutions regarding such matters could encourage other parties to bring related claims and actions against us. Accordingly, the outcome of these incidents may materially and adversely impact our business, reputation, results of operations and financial condition.

We are subject to various laws and regulations in Korea and other jurisdictions, including the Monopoly Regulation and Fair Trade Act of Korea and other laws and regulations governing our business activities and acts of our management and employees.

Our business operations and acts of our management, employees and other relevant parties are subject to various laws and regulations in and outside Korea. These laws are complicated and sometimes conflicting and our efforts to comply with these laws could increase our cost of doing business, restrict our business activities and expose us or our employees to legal sanctions and liabilities.

The Monopoly Regulation and Fair Trade Act provides for various regulations and restrictions on large business groups enforced by the Korea Fair Trade Commission to prohibit or restrict actions that impede competition and fair trade. The Korea Fair Trade Commission designated us as a large business group under the Monopoly Regulation and Fair Trade Act on April 1, 2002. Our business relationships and transactions with our subsidiaries, affiliates and other companies within the KT group are subject to ongoing scrutiny by the Fair Trade Commission as to, among other things, whether such relationships and transactions constitute undue financial support among companies of the same business group. We are also subject to the fair trade regulations limiting debt guarantees for other domestic member companies of the same group and cross-shareholdings among domestic member companies of the same group, as well as requiring disclosure of the status of such cross-shareholdings. Additionally, we are subject to a prohibition, in effect since July 25, 2014, against circular shareholding among any three or more entities within our business group. For example, in 2015, we were fined 2 billion by the Korea Fair Trade Commission for using monopolistic status to exclude competitors in the corporate messaging business. However, the sentence was revoked by the

 

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Seoul High Court in 2018, subject to the disposition by the Supreme Court of Korea. In 2016, we were issued consent orders by the Korea Fair Trade Commission for unfairly comparative advertisements on quality and coverage of our LTE service. Any future determination by the Korea Fair Trade Commission that we have engaged in transactions that violate the fair trade laws and regulations may result in fines or other punitive measures and may have a material adverse effect on our reputation and our business.

Certain of our business activities or acts of our management, employees or other relevant parties, including, without limitation, investigations, claims or legal proceedings involving our former chief executive officer Mr. Lee and incidents relating to the employment of certain executives and execution of certain advertising contracts described above, may raise concerns about compliance with laws of Korea and other relevant jurisdictions, including the United States. These various and sometimes conflicting laws and regulations include the U.S. Foreign Corrupt Practices Act and other laws prohibiting corrupt payments to governmental officials and commercial counterparties. Compliance with complex Korean and foreign laws and regulations that apply to our operations increases our cost of doing business. Failure to comply with these laws and regulations could also result in fines, penalties and criminal sanctions against us, our officers, or our employees, prohibitions on conduct of our business, and damage to our reputation. Criminal or civil investigation by Korean or other authorities may result in a material impact to our business or reputation, which in turn could impact our relationships with certain of our customers and business partners, and which potentially could give rise to additional regulatory inquiries in Korea or elsewhere. Defending us against any allegations or charges of wrongdoing also could be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. There can be no assurance that we or our employees and other relevant parties will always be in full compliance with these laws and regulations, or that future legal or regulatory developments applicable to us will not have an adverse impact on our business, reputation or stock price.

Concerns that radio frequency emissions may be linked to various health concerns could adversely affect our business and we could be subject to litigation relating to these health concerns.

In the past, allegations that serious health risks may result from the use of wireless telecommunications devices or other transmission equipment have adversely affected share prices of some wireless telecommunications companies in the United States. In May 2011, the International Agency for Research on Cancer (“IARC”) announced that it has classified radiofrequency electromagnetic fields associated with wireless phone use as possibly carcinogenic to humans, based on an increased risk for glioma, a malignant type of brain cancer. The IARC is part of the World Health Organization that conducts research on the causes of human cancer and the mechanisms of carcinogenesis, and aims to develop scientific strategies for cancer control. We cannot assure you that such health concerns will not adversely affect our business. Several class action and personal injury lawsuits have been filed in the United States against several wireless phone manufacturers and carriers, asserting product liability, breach of warranty and other claims relating to radio transmissions to and from wireless phones. Certain of these lawsuits have been dismissed. In addition, to protect pre-school and elementary school children, the Office of Education in Gyeonggi-do, one of Korea’s highly populated provinces, implemented an ordinance named “Protective Ordinance for Social Groups Vulnerable to Electromagnetic Radiation” in April 2016. The ordinance prohibits installation of cellular towers near pre-schools and elementary schools in Gyeonggi-do. In December 2016, the minister of the MSIP filed a petition with the Supreme Court to invalidate the ordinance. The provincial assembly of Gyeonggi-do decided to file a criminal complaint against the minister of the MSIP. In December 2017, the Supreme Court of Korea ruled that the ordinance is invalid as the ordinance has no legal basis. We could be subject to liability or incur significant costs defending lawsuits brought by our subscribers or other parties who claim to have been harmed by or as a result of our services. In

 

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addition, the actual or perceived risk of wireless telecommunications devices could have an adverse effect on us by reducing our number of subscribers or our usage per subscriber.

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

Substantially all of our revenues are denominated in Won. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes an increase in the amount of Won required by us to make interest and principal payments on our foreign-currency-denominated debt, the costs of telecommunications equipment that we purchase from overseas sources, net settlement payments to foreign carriers and certain payments related to our derivative instruments entered into for foreign exchange risk hedging purposes. Of the 6,684 billion total book value of debentures and borrowings outstanding as of December 31, 2017, 2,062 billion was denominated in foreign currencies. The interest rates of such debt denominated in foreign currencies ranged from 0.48% (Japanese Yen 15 billion bond due 2018) to 6.50% (US$100 million fixed rate notes due 2034 issued under our suspended medium-term note program). Upon identification and evaluation of our currency risk exposures, we, having considered various circumstances, enter into derivative financial instruments to try to manage some of such risks. Although the impact of exchange rate fluctuations has in the past been partially mitigated by such strategies, our results of operations have historically been affected by exchange rate fluctuations and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future. See “—Item 3.A. Selected Financial Data—Exchange Rate Information”, “Item 5. Operating and Financial Review and Prospects—Item 5.B. Liquidity and Capital Resources” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Exchange Rate Risk.”

Fluctuations in the exchange rate between the Won and the Dollar will also affect the Dollar equivalent of the Won price of our ordinary shares on the KRX Korea Composite Stock Price Index (“KOSPI”) Market and, as a result, will likely affect the market price of the ADSs. These fluctuations will also affect the Dollar conversion by the depositary for the American Depositary Receipts (“ADRs”) of cash dividends, if any, paid in Won on our ordinary shares represented by the ADSs.

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

Under the Labor Standards Act, an employee’s “ordinary wage” is a key legal construct used to calculate many statutory benefits and entitlements in Korea. Increasing or decreasing the amount of compensation included in employees’ ordinary wages has the effect of increasing or decreasing the amounts of various statutory entitlements that are calculated based on “ordinary wage,” such as overtime premium pay. Under guidelines previously issued by the Ministry of Employment and Labor, prior to the Supreme Court decision described below, an employee’s ordinary wage included base salary and certain fixed monthly allowances for work performed overtime during night shifts and holidays. Prior to the Supreme Court of Korea’s decision described below, companies in Korea had typically interpreted these guidelines as excluding from the scope of ordinary wages fixed bonuses that are paid other than on a monthly basis, namely on a bi-monthly, quarterly or biannual basis.

On December 18, 2013, the Supreme Court of Korea ruled that regular bonuses (including those that are paid other than on a monthly basis) shall be deemed ordinary wages if these bonuses are paid “regularly” and “uniformly” on a “fixed basis” notwithstanding differential amounts based on seniority. Under this decision, any collective bargaining agreement or labor-management agreement which attempts to exclude such regular bonuses from employees’ ordinary wages will be deemed void for violation of the mandatory provisions of Korean law. However, the Supreme Court of Korea further

 

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ruled that, in certain limited situations, an employee’s claim of underpayment under the expanded scope of ordinary wages for the past three years may be denied based on the principles of good faith, even though the claim is raised within the statute of limitations period. Following this Supreme Court decision, the Ministry of Employment and Labor issued a Guideline for Labor and Management on Ordinary Wages on January 23, 2014. A bill for amendment to the Labor Standard Act, which includes a definition of “ordinary wages” as “entire money and valuables determined in advance to be provided to the employee by the employer as wages, regardless of its name, in exchange of the prescribed or total work of the employee,” is currently pending at the sub-committee level of the National Assembly.

While we currently are not subject to any claims of underpayment from our current or former employees, the Supreme Court decision may result in additional labor costs for us in the form of additional payments required under the expanded scope of ordinary wages, both those incurred during the past three years and those to be incurred in the future. Any such additional payments may have an adverse effect on our financial condition and results of operation.

Risks Relating to Korea

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

Substantially all of our operations, customers and assets are located in Korea. Accordingly, the performance and successful fulfillment of our operational strategies are necessarily dependent on the overall Korean economy and the resulting impact on the demand for telecommunications services. The economic indicators in Korea in recent years have shown mixed signs of growth and uncertainty, and future growth of the Korean economy is subject to many factors beyond our control, including developments in the global economy and domestic political scandals.

The Korean economy is closely integrated with, and is significantly affected by, developments in the global economy and financial markets. Substantial uncertainties remain for the global and Korean economy in the form of continued tightening of the U.S. monetary policy, continued fiscal and financial challenges for the European, U.S. and global economies, fluctuations in oil and commodity prices, trade tensions involving Korea’s trading partners, signs of cooling of the Chinese economy and a rise of military and political tension in the Middle East, the Eastern Europe and former members of the Soviet Union. Accordingly, the overall prospects for the Korean and global economy in 2018 and beyond remain uncertain. Any future deterioration of the global economy may have an adverse impact on the Korean economy, which in turn could adversely affect our business, financial condition and results of operations. As Korea’s economy is highly dependent on the health and direction of the global economy, investors’ reactions to developments in one country can have adverse effects on the securities price of companies in other countries. Factors that determine economic and business cycles of the Korean or global economy are for the most part beyond our control and inherently uncertain. In light of the high level of interdependence of the global economy, any of the foregoing developments could have a material adverse effect on the Korean economy and financial markets, and in turn on the our business and profitability.

Developments that could have an adverse impact on Korea’s economy in the future also include:

 

    continued volatility or deterioration in Korea’s credit and capital markets;

 

    difficulties in the financial sectors in Europe, China and elsewhere and increased sovereign default risks in selected countries and the resulting adverse effects on the global financial markets;

 

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    global market volatility in connection with “Brexit,” the United Kingdom’s vote to leave the European Union in a referendum held in June 2016 and the continuing negotiation between the United Kingdom and the European Union to complete the United Kingdom’s exit by mid-2019;

 

    adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. dollar, the Euro or Japanese Yen exchange rates or revaluation of the Chinese Renminbi), interest rates, inflation rates or stock markets;

 

    increasing levels of household debt;

 

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

 

    further decreases in the market prices of Korean real estate;

 

    increasing delinquencies and credit defaults by consumer and small- and medium-sized enterprise borrowers;

 

    declines in consumer confidence and a slowdown in consumer spending;

 

    social and labor unrest;

 

    increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea;

 

    the economic impact of any pending or future free trade agreements;

 

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

 

    the occurrence of severe health epidemics in Korea or other parts of the world, including the recent Ebola, Middle East Respiratory Syndrome and Zika virus outbreaks;

 

    deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy and the recent diplomatic tension between Korea and China with respect to the deployment of the Terminal High Altitude Area Defense (THAAD) system in Korea;

 

    political uncertainty or increasing strife among or within political parties in Korea, and political gridlock within the Government or in the legislature, which prevent or disrupt timely and effective policy making;

 

    natural disasters that have a significant adverse economic or other impact on Korea or its major trading partners;

 

    hostilities or political or social tensions involving countries in the Middle East and North Africa and any material disruption in the supply of oil or significant decrease or increase in the price of oil; and

 

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

 

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

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of future events. In particular, there continues to be uncertainty regarding the long-term stability of North Korea’s political leadership since the succession of Kim Jong-un to power following the death of his father in December 2011, which has raised concerns with respect to the political and economic future of the region. In February 2017, Kim Jong-un’s half-brother, Kim Jong-nam, was reported to have been assassinated in an international airport in Malaysia. On April 27, 2018, Kim Jong-un and the President of South Korea attended a summit held in the Demilitarized Zone of the Korean peninsula.

In addition, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon and long-range missile programs as well as its hostile military actions against Korea. Some of the significant incidents in recent years include the following:

 

    North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and conducted three rounds of nuclear tests between October 2006 to February 2013, which increased tensions in the region and elicited strong objections worldwide. Subsequently, North Korea continued to engage in provocative behaviors. In January 2016, North Korea announced that it had successfully tested a hydrogen bomb, its fourth nuclear test and allegedly first test using hydrogen, which is more explosive than plutonium. In February 2016, North Korea tested its intercontinental ballistic missile technology and launched a long-range missile, which it claimed to have launched a satellite into orbit. In response, the Government condemned the provocations and flagrant violations of relevant United Nations Security Council resolutions and withdrew Korean personnel from the inter-Korea Kaesong industrial complex (the “Complex”) and announced its closing. In March 2016, the United Nations Security Council unanimously passed a resolution condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea. In September 2016, North Korea announced that it had successfully tested a nuclear warhead that could be mounted on ballistic missiles. In response, the Government condemned the test, and in November 2016, the United Nations Security Council unanimously passed a resolution imposing additional sanctions on North Korea. In March 2017, North Korea launched four midrange missiles aimed at the U.S. military bases in Japan, which landed off the east coast of the Korean peninsula. In late March 2017, the United States sanctioned 11 North Korean individuals and one North Korean coal company for their ties to North Korea’s nuclear weapons program. In April 2017, North Korea launched two ballistic missiles which landed off the east coast of the Korean peninsula. In response to the missile launches, representatives of the Government, the United States and China expressed their plans to impose stronger sanctions on North Korea. In July 2017, North Korea conducted two intercontinental ballistic missile tests which displayed further development of its long-range ballistic missile capabilities that potentially enable it to target certain areas of the United States as well as other neighboring countries in the Asia-Pacific region. In response, the United Nations Security Council unanimously adopted stronger sanctions against North Korea. In September 2017, North Korea conducted its sixth nuclear test, prompting the United Nations Security Council to adopt additional sanctions against North Korea. In November 2017, North Korea conducted a test launch of another intercontinental ballistic missile, which, due to its improved size, power and range of distance, may potentially enable North Korea to target the United States mainland.

 

   

In August 2015, two Korean soldiers were injured in a landmine explosion near the South Korean demilitarized zone. Claiming the landmines were set by North Koreans, the South Korean army re-initiated its propaganda program toward North Korea utilizing loudspeakers near the demilitarized zone. In retaliation, the North Korean army fired

 

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artillery rounds on the loudspeakers, resulting in the highest level of military readiness for both Koreas. High-ranking officials from the Government and North Korea subsequently met for discussions intending to diffuse military tensions and released a joint statement whereby, among other things, North Korea expressed regret over the landmine explosions that wounded the Korean soldiers.

 

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

North Korea’s economy also faces severe challenges, which may further aggravate social and political pressure within North Korea. There can be no assurance that the level of tension affecting the Korean peninsula will not escalate in the future. Any further increase in tensions such as North Korea’s belligerent tactics, dissolution of high level contacts between Korea and North Korea or occurrence of military hostilities, could have a material adverse effect on our business, results of operations and financial condition.

In addition, since 2005, we have provided fixed-line telephone services, through various fixed-line telephone equipment that we installed, to certain South Korean companies located at the Complex, which was established pursuant to an agreement made during the summit meeting of the two Koreas in June 2000. The Complex was the largest economic project between the two Koreas and was designed to combine the Republic’s capital and entrepreneurial expertise with the availability of land and labor of North Korea.

For the year ended December 31, 2015, our revenue from the services provided for the Complex was approximately 1.17 billion. We had no revenue from such services for the year ended December 31, 2016 and 2017. Our investment in the Complex was approximately 1.88 billion as of December 31, 2015 and we have not made additional investments since the closure of the Complex. However, our services have been suspended since February 11, 2016 following the Government’s decision to halt operations of the Complex to impede North Korea’s utilization of funds from the Complex to finance its nuclear and missile programs. No assurance can be given that we will not experience any material losses as a result of the suspension of this project or failure of the project as a result of a breakdown or escalation of hostilities in the relationship between the Republic and North Korea.

Korea’s legislation allowing class action suits related to securities transactions may expose us to additional litigation risk.

The Securities-related Class Action Act of Korea enacted in January 2004 allows class action suits to be brought by shareholders of companies (including us) listed on the KRX KOSPI Market for losses incurred in connection with purchases and sales of securities and other securities transactions arising from (1) false or inaccurate statements provided in the registration statements, prospectuses, business reports, audit reports, semi-annual or quarterly reports and material fact reports and omission of material information in such documents, (2) insider trading, (3) market manipulation and (4) unfair trading. This law permits 50 or more shareholders who collectively hold 0.01% of the shares of a company to bring a class action suit against, among others, the issuer and its directors and officers. Because of the relatively recent enactment of the act, there is not enough judicial precedent to predict

 

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how the courts will apply the law. Litigation can be time-consuming and expensive to resolve, and can divert management time and attention from business operation. We are not aware of any basis upon which such suit may be brought against us, nor are any such suits pending or threatened. Any such litigation brought against us could have a material adverse effect on our business, financial condition and results of operations.

We are generally subject to Korean corporate governance and disclosure standards, which differ in significant respects from those in other countries.

Companies in Korea, including us, are subject to corporate governance standards applicable to Korean public companies which differ in some respects from standards applicable in other countries, including the United States. As a reporting company registered with the Securities and Exchange Commission and listed on the New York Stock Exchange, we are, and will continue to be, subject to certain corporate governance standards as mandated by the Sarbanes-Oxley Act of 2002, as amended. However, foreign private issuers, including us, are exempt from certain corporate governance standards required under the Sarbanes-Oxley Act or the rules of the New York Stock Exchange. For a description of significant differences in corporate governance standards, see “Item 16G. Corporate Governance.” There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public or non-public companies in other countries.

Risks Relating to the Securities

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

Korean law currently limits foreign ownership of the ADSs and our shares. In addition, under our deposit agreement, the depositary bank cannot accept deposits of shares and deliver ADSs representing those shares unless (1) we have consented to such deposit or (2) Korean counsel has advised the depositary bank that the consent required under (1) is no longer required under Korean laws and regulations. Under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us or with our consent for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (2) the number of shares on deposit with the depositary bank at the time of such proposed deposit. The depositary bank has informed us that, at a time it considers to be appropriate, the depositary bank plans to start accepting deposits of shares without our consent and to deliver ADSs representing those shares up to the amount allowed under current Korean laws and regulations. Until such time, however, the depositary bank will continue to obtain our consent for such deposits of shares and delivery of ADSs, which we may not provide. Consequently, if an investor surrenders his ADSs to withdraw the underlying shares, he may not be allowed to deposit the shares again to obtain ADSs. See “Item 10. Additional Information—Item 10.D. Exchange Controls.”

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

Under the Telecommunications Business Act, a foreign shareholder who holds 15.0% or more of our total shares is prohibited from becoming our largest shareholder. However, any foreign shareholder who held 15.0% or more of our total shares and was our largest shareholder on or prior to May 9, 2004 is exempt from the regulations, provided that such foreign shareholder may not acquire any more of our shares. Under the Telecommunications Business Act, the MSIT may, if it deems it

 

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necessary to preserve substantial public interests, prohibit a foreign shareholder from being our largest shareholder. In addition, the Foreign Investment Promotion Act prohibits any foreign shareholder from being our largest shareholder if such shareholder owns 5.0% or more of our shares with voting rights. In the event that any foreigner or foreign government acquires our shares in violation of the above provisions, such foreign shareholder may not be able to exercise voting rights with respect to common shares exceeding such threshold. The MSIT may also order us or the foreign shareholder to take corrective measures in respect of the excess shares within a specified period of six months or less. See “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association.”

Holders of ADSs will not be able to exercise appraisal rights unless they have withdrawn the underlying ordinary shares and become our direct shareholders.

In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their shares under Korean law. A holder of ADSs will not be able to exercise appraisal rights unless he has withdrawn the underlying ordinary shares and become our direct shareholder. See “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association.”

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

The Commercial Code of Korea and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we offer any rights to subscribe for additional ordinary shares or any rights of any other nature, the depositary bank, after consultation with us, may make the rights available to an ADS holder or use reasonable efforts to dispose of the rights on behalf of the ADS holder and make the net proceeds available to the ADS holder. The depositary bank, however, is not required to make available to an ADS holder any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:

 

    a registration statement filed by us under the Securities Act of 1933, as amended, is in effect with respect to those shares; or

 

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

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

Forward-looking statements may prove to be inaccurate.

This annual report contains “forward-looking statements” that are based on our current expectations, assumptions, estimates and projections about us and the industries in which we operate. The forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “project,” “should,” and similar expressions. Those statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and

 

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that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. The uncertainties in this regard include, but are not limited to, those identified in the risk factors discussed above. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

Item 4.  Information on the Company

Item 4.A.  History and Development of the Company

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

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

Before December 1991, we were the sole provider of local, domestic long-distance and international long-distance telephone services in Korea. The Government began to introduce competition in the telecommunications services market in the early 1990’s. As a result, including ourselves, there are currently three local telephone service providers, five domestic long-distance carriers and numerous international long-distance carriers (including voice resellers) in Korea. In addition, the Government awarded licenses to several service providers to promote competition in other telecommunications business areas such as mobile telephone services and data network services. In June 2009, KTF, a subsidiary providing mobile telephone services, merged into KT Corporation, with KT Corporation surviving the merger, with the objective of maximizing management efficiencies of our fixed-line and mobile telecommunications operations as well as more effectively responding to the convergence trends in the telecommunications industry. See “Item 4. Information on the Company—Item 4.B. Business Overview—Competition.”

Our legal and commercial name is KT Corporation. Our principal executive offices are located at KT Gwanghwamun Building East, 33, Jong-ro 3-gil, Jongno-gu, 03155, Seoul, Korea and our telephone number is (8231) 727-0114.

Item 4.B.  Business Overview

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

 

    mobile voice and data telecommunications services based on 3G W-CDMA technology and 4G LTE technology;

 

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    fixed-line services, which include:

 

  Ø   telephone services, including local, domestic long-distance and international long-distance fixed-line and Voice over Internet Protocol (“VoIP”) telephone services (i.e., provision of communication services over the Internet, and not over the fixed-line network) and interconnection services to other telecommunications companies;

 

  Ø   broadband Internet access service and other Internet-related services, including IPTV services; and

 

  Ø   data communication services, including leased line service and dedicated broadband Internet connection service to institutional customers;

 

    credit card processing and other financial services through BC Card Co., Ltd.; and

 

    various other services, including satellite service (through KT Sat Co., Ltd. (“KT SAT”)) and information technology, real estate business (mainly through KT Estate Inc. (“KT Estate”)), satellite TV service (through KT Skylife), media contents business and network services such as cloud computing services.

Leveraging on our dominant position in the fixed-line telephone services market and our established customer base in Korea, we have successfully pursued new growth opportunities during the past decade and obtained strong market positions in each of our principal lines of business. In particular:

 

    in the mobile services market in Korea, we achieved a market share of 31.4% with approximately 20 million subscribers as of December 31, 2017;

 

    in the fixed-line telephone services market in Korea, we continue to be the dominant provider with approximately 24.3 million installed lines, of which approximately 11.2 million lines were in service as of December 31, 2017. As of such date, our market share of the local market was 80.5% and our market share of the domestic long-distance market was 79.8%;

 

    we are Korea’s largest broadband Internet access provider with approximately 8.8 million subscribers (excluding WiBro and ollehWifi subscribers) as of December 31, 2017, representing a market share of 41.3%; and

 

    we are also the leading provider of data communication services in Korea.

For the year ended December 31, 2017, our operating revenues were 23,547 billion, our profit for the period was 546 billion and our basic profit per share was 1,884. As of December 31, 2017, our total assets were 29,745 billion, total liabilities were 16,696 billion and total equity was 13,049 billion.

Business Strategy

We believe the telecommunications market in Korea is nearing saturation, despite certain areas of growth remaining due to Korea’s growing economy, consumers’ willingness to adopt new technologies, relatively high income and a relatively large middle class. To maintain our competitiveness, we believe we need to pursue growth in other areas, while maintaining our strength in

 

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existing businesses. In order to enhance the management efficiencies of our mobile and fixed-line telecommunications operations as well as more effectively respond to the convergence trends in the telecommunications industry, KTF merged into KT Corporation in June 2009, with KT Corporation surviving the merger. As part of our efforts to improve our operational efficiencies, we transferred all operations relating to fixed-line sales activities (including on-site sales, line activation, after service, and customer center operations) to our subsidiaries in 2014.

Since 2016, our main strategical focus was on promotion of services that converge information & communication technology with other fields such as energy, security, media, healthcare, transportation and financial transactions, utilizing our fixed-line and wireless infrastructure installed for our olleh GiGA Internet Service and LTE mobile services. In addition, we have focused on artificial intelligence and big data and plan to leverage our platforms like IPTV and network assets to introduce innovative convergence services. For example, we launched “GiGA Genie” using an artificial-intelligence based IPTV set-top box that allows users to voice-command to watch TV, use the Internet and control other Internet-connected appliances. In 2017, we launched an interactive video security service, called “GiGAeyes.” In addition, the first Internet-only bank in Korea, called K bank, over which we own a minority interest, began operation in April 2017 and seeks to operate as a virtual bank whose operation is based on its mobile application and the Internet, while promoting greater user accessibility through the convenience stores of one of our other consortium members. K bank also plans to differentiate itself from other conventional banks by utilizing big data and offering competitive products and interest rates.

Our strategical focus on convergence services builds on our “GiGAtopia” corporate vision, which refers to our goal to create a world where humans and all things are connected through ultra-fast “GiGA” infrastructure and ICT eco-system, enhanced by convergence services, industrial development and innovation. We launched our olleh GiGA Internet service, which provides transmission speed of up to 1 Gbps, in October 2014 (“olleh GiGA Internet Service”). In June 2015, we also announced the mobile data service known as “GiGA LTE,” which utilizes multipath transmission control protocol (MPTCP) technology. We continue to expand GiGA coverage, initially focusing on metropolitan areas, and further expand to other regions in Korea. By promoting our convergence services, we aim to contribute in changing the current subsidy-based Korean telecommunication market competition to one based on innovative technology, products and enhanced services.

We believe development of 5G technology will be a key driver for future innovations, fueled also by the increasing importance of big data. With our leadership in providing highly advanced 4G LTE services, we have made extensive efforts to develop and present various further advanced technologies. At the PyeongChang 2018 Winter Olympics, we unveiled the world’s first 5G trial services. We showcased a variety of services with enhanced speed, latency, and connectivity, such as broadcasting from the viewpoint of players with a 360-degree panoramic view or broadcasting from multiple viewpoints. As an official telecommunications services partner of the PyeongChang 2018 Winter Olympics, we made utmost efforts to realize the vision of 5G and capture truly memorable moments of the Olympics. In this effort, we announced our plan to commercialize the 5G services by 2019, one year ahead of our initial plan. In October 2017, “5G Network Slice Orchestration” technology, independently developed by us, was approved by the International Telecommunication Union, a specialized Information & Communication Technology agency of the United Nations, as part of the 5G standard technology.

In 2017, we organized our “customer-facing” business (as compared to the internal supporting business, such as legal, accounting and investor relations departments, and operational support functions for designing and developing global network services and maintaining overseas branches and subsidiaries) into five business groups, the Marketing Group, the Customer Group, the Enterprise Business Group, the Future Convergence Business Group and the Platform Business Group, so that

 

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we may achieve higher synergies, more effectively address differing needs of our customer segments, as well as strengthen our competitiveness and discover new growth opportunities. We aim to pursue the following strategies for our business groups:

 

    Marketing Group. Through our Marketing Group, we aim to expand our telecommunication and convergence operations by (i) improving our fixed-line and wireless telecommunication market shares and average revenue per user, (ii) developing business strategies and plans specifically related to telecommunications and convergence, (iii) strengthening our competitiveness over products, customer service and other related services and (iv) developing and executing efficient marketing strategies. We also focus on expanding our wireless data communication business to meet rising demand for broadband Internet access using advanced wireless data communications devices such as smartphones. We are working closely with handset manufacturers to expand our offerings of smartphones and handsets designed to promote convergence of fixed-line and mobile telecommunications services, as well as to promote development of various applications for such devices.

We plan to take advantage of our industry-leading network infrastructure to attract more customers as the telecommunication and convergence markets further develop. In addition, we aim to further enhance our position in the mobile telecommunications market by leveraging on our strong brand, nationwide marketing network, competitive data usage rates, call centers dedicated to smartphone users, creative marketing strategies that address our potential customers’ needs and ability to bundle various mobile and fixed-line services. We also plan to further expand our contents and applications for smartphone users and mobile data users by cooperating with application developers in Korea and abroad, in order to further solidify our position as a leader in the convergence market.

In 2016, we launched Y24 plans which offer discounted fees and tailored data offerings for customers of age 24 or younger. We aim to differentiate ourselves from our competitors by providing broadband Internet access service using high-speed FTTH connection and offering Internet phone service with value-added features such as video communication, short message service and phone banking. We began offering real-time broadcasting service on our IPTV service in November 2008 and we were the first in the IPTV industry to achieve approximately 7.5 million subscribers in 2017. In 2017, we also introduced a new technology to minimize a smartphone’s power consumption while running on the LTE wireless network. The launch and growth of GiGA Genie services in 2017 will help us to further grow our subscriber base and strengthen our platform business.

We believe that convergence of fixed-line and mobile communications technologies provides a competitive advantage to us because we have the technological know-how and experience to design and construct a unified delivery platform for a new generation of value-added services. We plan to make such platform more readily available to others so that they may create additional contents and convenience solutions such as electronic commerce and digital transaction applications that can be utilized anywhere using various media and communications devices.

 

    Customer Group. Through our Customer Group, we aim to improve our marketing and customer service efforts for all of our products and services by (i) planning and executing strategy for each product that we offer and our marketing efforts, (ii) contributing to expanding our market shares by strengthening our marketing and customer service efforts, (iii) maximizing customer satisfaction by providing high quality customer service and (iv) transforming our customer service based on technologies such as service automation and self-installation.

 

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    Enterprise Business Group. Through our Enterprise Business Group, we aim to provide our large corporate, small- and medium-sized enterprise and government agency customers with one-stop solution services, including designing data communications and information technology infrastructure and overseeing their day-to-day operations with the objective of achieving operational efficiencies and cost savings, as well as establishing and executing business plans for our global operations. Furthermore, in conjunction with our Future Convergence Business Group, we seek to expand our operations in the fields of smart energy, unified security systems and oversized data management.

 

    Future Convergence Business Group. Due to the saturation within the Korean telecommunication market and limitations on growth in the traditional telecommunications services market, through our Future Convergence Business Group, we aim to concentrate our existing business capabilities in achieving new synergies by converging information & communication technology with other fields, such as smart energy, unified security systems, next-generation media, healthcare and intelligent traffic control. In the field of smart energy, through our convergence energy optimization project named “KT Micro-Energy Grid System,” we seek to contribute in preventing energy crisis and to increase energy efficiency. In the field of unified security systems, we seek to contribute to the establishment of national response systems for natural and other disasters, as well as enhancing personal and corporate security. For example, in 2017, we launched an interactive security system, called “GiGAeyes”, which analyzes surveillance video and autonomously detects suspicious activities. In the field of next-generation media, we seek to contribute to the development of next-generation media contents and new media technology, thereby supporting the expansion of Korean media contents to overseas markets. We are also seeking ways to develop personalized treatment systems to provide enhanced healthcare, as well as to create intelligent traffic control systems to reduce traffic. We are planning to develop services based on virtual or augmented reality.

 

    Platform Business Group. Through our Platform Business Group, we strive to transform into a platform-based business focusing on online-to-offline commerce, financial technology (“Fintech”) and Internet of Things (“IoT”). As part of our Fintech business initiatives, in 2016, we launched an online payment application, which provides a method of online authentication that uses biometric data such as finger prints or voice instead of complex passwords. With regard to IoT, we will continue to deploy the Industrial IoT business model, which explores opportunities to converge services with other industries. We also plan to strengthen our IoT service relating to household goods.

The Telecommunications Industry in Korea

The Korean telecommunications industry is one of the most developed in Asia. According to the information announced by the KCC and the MSIT, the number of mobile subscribers in Korea was approximately 63.7 million and the number of broadband Internet access subscribers in Korea was approximately 21.2 million as of December 31, 2017. Based on the information announced by the Ministry of the Interior and Safety of Korea, the KCC and the MSIT, as of December 31, 2017, the mobile penetration rate, which is calculated by dividing the number of mobile subscriber accounts (including multiple counting of those who subscribe to more than one mobile service) by the population of Korea, was 124.9%, and the broadband Internet penetration rate, which is calculated by dividing the number of broadband Internet access service subscriber accounts (including multiple counting of those who subscribe to more than one broadband Internet access service) by the number of households in Korea, was 108.6%.

 

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Mobile Telecommunications Service Market

The Korean cellular market was formally established in 1984 when SK Telecom, formerly Korea Mobile Telecom, became the first mobile telephone operator in Korea. SK Telecom remained the only cellular operator in Korea until Shinsegi Telecom began service in 1994. In order to encourage further market growth and competition, the Government awarded three 2G licenses in June 1996. KTF was awarded a license alongside LG U+ and Hansol M.com, and commercial 2G service was launched in October 1997.

Since the introduction of three new operators in 1997, the Korean mobile market has undergone consolidation and significant growth. Following SK Telecom’s purchase of a controlling stake in Shinsegi, we acquired a 47.9% interest in Hansol M.com in 2000 and renamed the company KT M.com. KT M.com merged into KTF in May 2001 and Shinsegi merged into SK Telecom in January 2002. In June 2009, KTF merged into KT Corporation, with KT Corporation surviving the merger. KT Corporation and SK Telecom offer third-generation, high-capacity HSDPA-based IMT-2000 wireless Internet and video multimedia communications services that use significantly greater bandwidth capacity. In July 2011, SK Telecom and LG U+ began offering 4G communications services based on LTE technology, which enables data transmission at a speed faster than W-CDMA or WiBro networks, and we began our 4G LTE services in January 2012. Additionally, in September 2013, we commenced providing wideband LTE services, which utilizes our adjoining 20 MHz of bandwidths in the 1.8 GHz spectrum to provide transmission speed of up to 150 Mbps (for downloading), twice faster than those offered under standard LTE services. SK Telecom also began providing its wideband LTE services in September 2013 and LG U+ commenced providing its wideband LTE services in January 2014. We expanded our wideband LTE services to all of Korea in July 2014. Furthermore, in March 2014, we commercialized Wideband LTE-A services, which interconnects our 20 MHz of bandwidth in the 1.8 GHz spectrum used to offer wideband LTE services with the 10 MHz of bandwidth in the 900 MHz spectrum used to offer standard LTE services by utilizing inter-band carrier aggregation technology to support transmission speed of up to 225 Mbps (for downloading), and began additionally interconnecting 10 MHz of bandwidth in the 2.1 GHz spectrum in January 2015 to support transmission speed of up to 300 Mbps (for downloading) under the “Wideband LTE-A X4” service. In June 2015, we commercialized GiGA LTE services which link “Wideband LTE-A X4” and our WiFi network to provide a faster WiFi connection in June 2015. In 2016, we won various awards for our GiGA LTE services and agreed to provide GiGA LTE technology to Turk Telekom Group, a leading telecommunications provider in Turkey.

In April 2014, LG U+, SK Telecom and we began offering various unlimited mobile service packages, offering mobile subscribers with unlimited voice calls, text messaging, and LTE data. As of December 31, 2017, the number of LTE subscribers in Korea exceeded 50 million. Due to the high mobile penetration rate in Korea, we expect the growth of new subscribers to be limited. We believe that the continuing intense competition among major telecommunications operators in Korea and the resulting pressure on our fees may have a material adverse impact on our results of operations.

The table below gives the subscription and penetration information of the mobile telecommunications industry for the periods indicated:

 

     As of December 31,  
     2013     2014     2015     2016     2017  

Total Korean Population (thousands) (1)

     51,141       51,328       51,529       51,696       50,977  

Mobile Subscribers (thousands) (2)

     54,681       57,290       58,935       61,296       63,659  

Mobile Subscriber Growth Rate

     2.0     4.8     2.9     4.0     3.9

Mobile Penetration (3)

     106.9     111.6     114.4     118.6     124.9

 

 

(1) Based on the number of registered residents as published by the Ministry of the Interior and Safety of Korea.

 

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(2) Based on information announced by the KCC and MSIT.

 

(3) Penetration is determined by dividing mobile subscribers by total Korean population.

Broadband Internet Access Market

With the advancement of broadband technology, the Korean broadband Internet access market has experienced significant growth. The principal technologies used in providing high speed Internet access services are xDSL, HFC and fiber optic LAN. xDSL refers to various types of digital subscriber lines, including ADSL and VDSL. xDSL offers an access solution over existing telephone lines using a specialized modem while HFC service involves the use of two-way cable networks. Fiber optic LAN is a technology that combines fiber optic cables and Unshielded Twisted Pair (“UTP”) cables. Fiber optic cables are connected to residential and commercial buildings with UTP cable-based LAN capabilities. While xDSL and HFC are more widely used technologies because of their relative reliability, ease of provisioning and cost effectiveness, fiber optic LAN usage in Korea has been steadily increasing in recent years.

Since the subscribers of two-way cable networks share a limited bandwidth, the downstream speed tends to slow down as the number of subscribers increases, thereby decreasing the quality of HFC-based service. While xDSL technology was commercially introduced after HFC technology, it has surpassed HFC to become the prevalent broadband access platform in Korea. VDSL, ADSL-based technology with enhanced downstream speed, became commercialized in 2002. Some of the service providers have upgraded their broadband network to provide fiber optic LAN-based service to their subscribers, which further enhances data transmission speed up to 1 Gbps as well as improves connection quality, and enables such service providers to offer video-on-demand services with real-time high definition broadcasting.

In recent years, broadband Internet access service providers and mobile telecommunications service providers have focused their attention on providing wireless Internet connection capabilities. They have introduced WiFi with speed of up to 1.3 Gbps, which is designed to integrate fixed-line and wireless services by offering high speed wireless Internet access to laptops and smartphones in hot-spot zones and at home. In addition, we expect our competitors would focus their attention on upgrading data transmission capacity of their Internet services as the Government and the network service providers including us, SKT and LG U+ announced the plan to enhance transmission capacity by ten-fold (up to 10 Gbps) in 2018. See “—Our Services—Fixed-line Services—Internet Services.”

Our Services

Mobile Service

We provide mobile services based on 3G W-CDMA technology and 4G LTE technology. Prior to the merger of KTF into KT Corporation, we provided such services through KTF, which was formerly a consolidated subsidiary. KTF obtained one of the three licenses to provide nationwide 2G service in June 1996 and began offering 2G service in October 1997. In June 2009, KTF merged into KT Corporation, with KT Corporation surviving the merger, with the objective of maximizing management efficiencies of our fixed-line and mobile telecommunications operations as well as more effectively responding to the convergence trends in the telecommunications industry. We currently offer HSDPA-based IMT-2000 services, which are third-generation, high-capacity wireless Internet and video multimedia communications services based on W-CDMA wireless network standards. Several wireless carriers in the United States, Europe and Asia commenced LTE services in recent years and LTE technology is currently widely accepted as the standard 4G technology. LTE technology enables data to be transmitted faster than W-CDMA, generally providing a downloading speed of 75 Mbps per 10 MHz. In January 2012, we also began offering 4G LTE services in the Seoul metropolitan area,

 

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following the termination of our 2G services. We completed the expansion of our 4G LTE service coverage nationwide in October 2012 and commenced providing wideband LTE services in September 2013, and commercialized Wideband LTE-A services in March 2014. We began offering “Wideband LTE-A X4” services in January 2015 and also launched “GiGA LTE” services which links “Wideband LTE-A X4” and our wireless LAN service (“WiFi”) signals to provide a faster WiFi connection in June 2015. In addition, our use of 20 MHz of bandwidth in the 1.8 GHZ spectrum, acquired in May 2016, further enhances the quality of our LTE services through intra-band carrier aggregation technology. We believe that the faster data transmission speed of the LTE network allows us to offer significantly improved wireless data transmission services with faster wireless access to multimedia content. Accordingly, we have made extensive efforts to develop advanced technologies as well as to provide a variety of services with enhanced speed, latency and connectivity.

Revenues related to mobile service accounted for 30.2% of our operating revenues in 2017. In addition, our goods sold, which are primarily from mobile handset sales, accounted for 14.8% of our operating revenues in 2017. The following table shows selected information concerning the usage of our network during the periods indicated and the number of our subscribers as of the end of such periods:

 

     As of or for the Year Ended December 31,  
             2015                      2016                      2017          

Average Monthly Revenue per Subscriber (1)

   35,308      35,524      34,444  

Number of Subscribers (in thousands) (2)

     18,038        18,892        20,015  

 

 

(1) The average monthly revenue per subscriber is computed by dividing total monthly fees, usage charges, interconnection fees and value-added service fees for the period by the weighted average number of subscribers and dividing the quotient by the number of months in the period.

 

(2) Includes our LTE subscribers of approximately 12 million, 13 million, and 14 million, in 2015, 2016 and 2017, respectively.

We compete with SK Telecom, a mobile service provider that has a longer operating history than us, and LG U+ which began its service at around the same time as KTF. As of December 31, 2017, we had approximately 20 million subscribers, or a market share of 31.4%, which was the second largest among the three mobile service providers.

We market our mobile services primarily through independent exclusive dealers located throughout Korea. As of December 31, 2017, there were approximately 2,600 shops managed by our independent exclusive dealers. In addition to assisting new subscribers to activate mobile service and purchase handsets, authorized dealers are connected to our database and are able to assist customers with their account information. Although most of these dealers sell exclusively our products and services, sub-dealers hired by exclusive dealers may sell products and services offered by other mobile telecommunications service providers. Authorized dealers are entitled to a commission for each new subscriber registered, as well as ongoing commissions for the first five years based primarily on the subscriber’s monthly fee, usage charges and length of subscription. The handsets sold by us to the dealers cannot be returned to us unless they are defective. If a handset is defective, it may be exchanged for a new one within 14 days from the date of purchase. On October 1, 2014, the Handset Distribution Reform Act, which regulates the sale and subsidies of mobile telecommunication devices, went into effect but was phased out in September 2017. See “—Regulation—Rates”.

In response to the diversification of our customers’ demands and their increasing sophistication, we have also selectively engaged in opportunities to expand our internal sales channels in recent years. In 2007, we established a wholly-owned subsidiary, KT M&S Co., Ltd., that operates approximately 260 customer plazas that engage in mobile service sales activities as well as provide a one-stop shop for a wide range of other services and products that we offer. We also operate a website to promote and advertise our products and services to the general public and in particular to younger customers who are more familiar with the Internet.

 

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We conduct the screening process for new subscribers with great caution. A potential subscriber must meet all minimum credit criteria before receiving mobile service. The procedure includes checking the history of non-payment and credit information from banks and credit agencies such as the National Information and Credit Evaluation Corporation. Applicants who do not meet the minimum criteria can only subscribe to the mobile service by using a pre-paid card.

Fixed-line Services

We provide a variety of fixed-line communication services, including various telephone services, broadband and other Internet services and data communication services.

Fixed-line Telephone Services

We utilize our extensive nationwide telephone network to provide fixed-line telephone services, which consist of local, domestic long-distance, international long-distance services and land-to-mobile interconnection services. These fixed-line telephone services accounted for 7.8% of our operating revenues in 2017. Our telephone network includes exchanges, long-distance transmission equipment and fiber optic and copper cables. The following table gives some basic measures of the development of our telephone system. In recent years, the proliferation of mobile phones, as well as the availability of increasingly lower wireless pricing plans, some of which include unlimited voice minutes, has led to significant decreases in our domestic long-distance call minutes and local call pulses.

 

     As of or for the Year Ended December 31,  
     2013      2014      2015      2016      2017  

Total Korean population (thousands) (1)

     51,141        51,328        51,529        51,696        50,977  

Lines installed (thousands) (2)

     24,264        23,930        23,607        24,858        24,343  

Lines in service (thousands) (2)

     14,032        13,713        12,440        11,871        11,220  

Lines in service per 100 inhabitants (3)

     27.4        26.7        24.6        23.0        21.7  

Fiber optic cable (kilometers)

     636,347        673,783        695,546        732,873        764,802  

Number of public telephones installed (thousands)

     94        88        83        74        71  

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

     3,803        2,743        2,113        1,507        1,126  

Local call pulses (millions) (4)

     5,765        4,038        3,034        2,161        1,611  

 

 

(1) Based on the number of registered residents as published by the Ministry of the Interior and Safety of Korea.

 

(2) Including lines used for public telephones but excluding lines dedicated to centralized extension system services for corporate subscribers.

 

(3) Determined based on lines in service and total Korean population.

 

(4) Excluding calls placed from public telephones.

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

 

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The following table shows the number of minutes of international long-distance calls recorded by us and specific service providers utilizing our international long-distance network in each specified category for each year in the five-year period ended December 31, 2017:

 

     Year Ended December 31,  
     2013      2014      2015      2016      2017  
     (In millions of billed minutes)  

Incoming international long-distance calls

     628.4        549.4        390.5        352.3        286.4  

Outgoing international long-distance calls

     244.2        212.2        179.0        155.1        125.9  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     872.6        761.6        569.5        507.4        412.3  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Japan (33.0%), China (21.5%) and the United States (9.2%) accounted for the greatest percentage of our international long-distance call traffic measured in minutes in 2017. In recent years, the volume of our incoming calls has exceeded the volume of our outgoing calls. The agreed settlement rate is applied to the call minutes to determine the applicable net settlement payment.

Interconnection. Under the Telecommunications Business Act, we are required to permit other service providers to interconnect to our fixed-line network. Currently, the principal users of this interconnection capacity include SK Broadband and LG U+ (offering local, domestic long-distance and international long-distance services, and transmitting calls to and from their mobile networks), Sejong and SK Telink (offering international and domestic long-distance services), and SK Telecom. We recognize as land-to-mobile interconnection revenue the entire amount of the usage charge collected from the landline user and recognize as an expense the amount of interconnection charge paid to the mobile service provider.

Internet Phone Services. The volume of calls made through Internet phone services has significantly increased since Internet phone service was first introduced in Korea in 1998. We provide Internet phone services that enable VoIP phone devices with broadband connection to make domestic and international calls. In order to differentiate our Internet phone services from our competitors’ services, we provide value-added services such as video communication, short message service, phone banking and a variety of traffic and local news information. As of December 31, 2017, we had approximately 3.4 million subscribers.

Internet Services

Broadband Internet Access Service. Leveraging on our nationwide network of approximately 764,800 kilometers of fiber optic cable network, we have achieved a leading market position in the broadband Internet access market in Korea. We believe we have a competitive advantage over other broadband Internet access service providers because, unlike our competitors, we can utilize our existing networks nationwide to provide broadband Internet access service. Our broadband Internet access service accounted for 8.8% of our operating revenues in 2017. Our principal Internet access services include:

 

    ADSL, VDSL, Ethernet and FTTH services under the “olleh Internet” and “olleh GiGA Internet” brand names;

 

    WiFi service under the “ollehWiFi” brand name, which is designed to integrate fixed-line and wireless services by offering high speed wireless Internet access to laptops and smartphones in hot-spot zones and olleh Internet service in fixed-line environments. OllehWiFi enables subscribers to access the Internet at a speed of up to 1.3 Gbps. We sponsored approximately 107,000 hot-spot zones nationwide for wireless connection as of December 31, 2017; and

 

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    olleh 4G WiBro Internet access service, which enables two-way WiBro Internet access to portable computers, mobile phones and other portable devices at a speed averaging 6 Mbps per user.

We had approximately 8.8 million broadband Internet subscribers and approximately 2.8 million ollehWiFi service subscribers as of December 31, 2017. In March 2005, we commercially launched our WiBro service in June 2006. We completed the upgrade of our 4G WiBro network and expanded our WiBro service coverage to 84 cities nationwide and major highways in March 2011, which we believe allows us to provide WiBro services at speeds that are approximately three times faster than our previous 3G network at a lower cost. The number of our WiBro subscribers decreased from approximately 934,000 subscribers as of December 31, 2013 to approximately 289,000 subscribers as of December 31, 2017, as more WiBro subscribers chose to access the Internet using our 4G LTE network rather than WiBro following the proliferation of 4G LTE services since 2013. Furthermore, we focused our subscriber retention efforts on our mobile subscribers rather than our WiBro subscribers. The term of our license to 30 MHz of bandwidth in the 2.3 GHz spectrum for the WiBro services shall expire as of March 2019. We launched our olleh GiGA Internet Service, which provides transmission speed of up to 1 Gbps, and had approximately 3.9 million subscribers as of December 31, 2017.

Our olleh Internet service utilizes ADSL technology, which is a technology that converts existing copper twisted-pair telephone lines into access paths for multimedia and high-speed data communications. ADSL transforms the existing public telephone network from one limited to voice, text and low-resolution graphics to a system capable of bringing multimedia to subscriber premises without new cabling. The asymmetric design optimizes the bandwidth by maximizing the downstream speed for downloading information from the Internet. While ADSL technology was commercially introduced after HFC-based technology, it has surpassed HFC to become the prevalent access platform in Korea. VDSL, ADSL-based technology with enhanced downstream speed, became commercialized in July 2002. We are continually upgrading our broadband network to enable better FTTH connection, which further enhances data transmission speed of up to 1 Gbps and connection quality. FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cables extending from the telecommunications operator’s switching equipment to the boundary of home or office. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH enables us to deliver enhanced products and services that require high bandwidth, such as IPTV, and other digital media content with higher stability.

The high-speed downstream rates can reach up to 100 Mbps for VDSL and 1 Gbps for FTTH. In October 2016, we commercialized GiGA Wire 2.0 Internet service solutions on copper wires to provide data transmission speed of up to 1 Gbps. We are making efforts to offer data transmission speed of up to 10 Gbps, by the end of 2018. Downstream rates depend on a number of factors. For a constant wire gauge, the data rate decreases as the length of the copper wire increases. Generally, if the separation between the telephone office and the subscriber is greater than four kilometers, line attenuation is so severe that broadband speeds can no longer be achieved. Fiber optic cable used by FTTH, on the other hand, uses laser light to carry signals that travel long distances inside fiber optic cable without degradation.

Other Internet-related Services. Our other Internet-related services focus primarily on providing infrastructure and solutions for business enterprises, as well as IPTV and network portal services. Our other Internet-related services accounted for 9.1% of our operating revenues in 2017.

We operate 12 data centers located throughout Korea and provide a wide range of computing services to companies which need servers, storage and leased lines. Data centers are facilities used to house, protect and maintain network server computers that store and deliver Internet and other

 

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network content, such as web pages, applications and data. Our data centers are designed to meet international standards, and are equipped with temperature and humidity control systems, regulated and reliable power supplies, mechanical equipment, fire detection and suppression equipment, security monitoring and wide-bandwidth connections to the Internet. Data centers allow corporations to outsource their application and server hardware management.

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

We also offer a service called Bizmeka to develop and commercialize business-to-business solutions targeting small- and medium-sized business enterprises in Korea. Bizmeka is an applied application service provider which provides industry standard and specialized business solutions, including integrated business administration solutions and intranet collaboration solutions.

We also offer high definition video-on-demand and real-time broadcasting IPTV services under the brand name “olleh TV,” and began offering ultra-high-definition (“UHD”) IPTV services, which offer resolutions up to four times those offered under high-definition television services, under the brand name “olleh GiGA UHD TV” starting in September 2014. Our IPTV service offers access to an array of digital media contents, including movies, sports, news, educational programs and TV replay, for a fixed monthly fee or on a pay-per-view basis. Through a digital set-top box that we rent to our customers, our customers are able to browse the catalogue of digital media contents and view selected media streams on their television. A set-top box provides two-way communications on an IP network and decodes video streaming data. We had approximately 7.5 million olleh TV subscribers as of December 31, 2017. In December 2015, amendments to the Internet Multimedia Broadcasting Services Act were promulgated. Under such amendments, a single broadcasting operator, together with its affiliates, may not have more than one-third of the market share of all paid broadcasting subscribers in Korea. The market share restriction will be in effect until June 27, 2018, subject to the Government’s decision to renew the market share restriction or phase out the restriction as originally planned. The proposed amendment to the Internet Multimedia Broadcasting Services Act that aims to preserve the restriction on market share is currently pending at the National Assembly.

Data Communication Services

Our data communication services involve offering exclusive lines that allow point-to-point connection for voice and data traffic between two or more geographically separate points. As of December 31, 2017, we leased over 249,817 lines to domestic and international businesses. The data communication service accounted for 4.5% of our operating revenues in 2017.

We provide dedicated and secure broadband Internet connection service to institutional customers under the “Kornet” brand name. We provide high-speed connection up to 10.0 Gbps connected to our Internet backbone network with capacity of 9.0 Tbps, as well as rent to our customers and install necessary routers to ensure reliable Internet connection and enhanced security. We provide

 

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discount rates to qualified customers, including small- and medium-sized enterprises, businesses engaging in Internet access services and government agencies.

Financial Services

Our financial services accounted for 15.4% of our operating revenues in 2017. To further diversify our business and to create synergies through utilization of our mobile telecommunications network in financial services, we, through our former subsidiary KT Capital Co., Ltd., acquired 1,622,520 additional shares of common stock of BC Card Co., Ltd. from Woori Bank, Busan Bank and Shinhan Card for approximately 252 billion in October 2011. As we were deemed to have control over BC Card Co., Ltd., it became our consolidated subsidiary starting in October 2011. We acquired an additional 1,349,920 common shares of BC Card Co., Ltd. in January 2012 for approximately 287 billion, and owned a 69.5% interest in BC Card Co., Ltd. as of December 31, 2017. BC Card Co., Ltd. offers various credit card and related financial services. BC Card Co., Ltd. had consolidated operating revenues of 3,629 billion and net income of 156 billion for the year ended December 31, 2017 and consolidated assets of 4,048 billion and liabilities of 2,955 billion as of December 31, 2017. In March 2014, the investment business division of KT Capital Co., Ltd., including 3,059,560 common shares of BC Card Co., Ltd. that KT Capital Co., Ltd. held, was spun off and merged into KT Corporation, to further strengthen the synergy between telecommunication and finance operations within the KT group and increase shareholder value. To focus on our core telecommunications business, we and our consolidated subsidiary, KT Hitel Co., Ltd., disposed of the entire 100% stake in KT Capital Co., Ltd. in August 2015 for a total of 299 billion.

In November 2015, the Government announced plans to introduce Internet-only banks and granted preliminary approval to two consortiums, K bank consortium and Kakao Bank consortium. The K bank consortium, over which we own a minority interest as one of 20 shareholding companies including Woori Bank, NH Investment & Securities, Co., Ltd., GS Retail Co., Ltd. and Hanwha Life Insurance Co., Ltd., received the final approval from the Government to operate the first Internet-only bank in Korea in December 2016. The Kakao Bank consortium, K bank’s competitor, received the final approval from the Government in April 2017 and began its operation in July 2017. K bank began its operation in April 2017 as a virtual bank whose operation is primarily based on its mobile application and the Internet, while promoting greater user accessibility through the convenience stores of one of our other consortium members. K bank also makes efforts to differentiate itself from other conventional banks by utilizing big data and offering competitive products and interest rates. As of December 31, 2017, K bank had deposits of 1,089 billion while Kakao Bank had deposits of 5,048 billion. As of December 31, 2017, K bank provided loans of 856 billion while Kakao Bank provided loans of 4,622 billion.

Under the current Korean law, as a non-financial institution, we are not allowed to own in excess of 4% voting interest in K bank, and our combined voting and non-voting interest may not exceed 10%. In 2016, the National Assembly did not adopt a pending bill which would have allowed non-financial institutions to own more than 4% interest in Internet banks.

Other Businesses

We also engage in various business activities that extend beyond telephone services and data communication services, including satellite services, information technology and network services, satellite TV services, with the consolidation of KT Skylife starting in January 2011, and media contents business with the establishment of KT Media Hub Co., Ltd. in December 2012. We merged KT Media Hub Co., Ltd. into KT Corporation in March 2015, to enhance shareholder value by increasing management efficiency and promoting synergy among our existing businesses. Our other businesses accounted for 9.3% of our operating revenues for 2017.

 

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We provide transponder leasing, broadcasting, video distribution and data communication services through Koreasat 5A, Koreasat 6, Koreasat 7 and Koreasat 8 (also known as ABS-2). We also lease satellite capacity from other satellite operators to offer satellite services to both domestic and international customers.

In August 2006, we launched Koreasat 5, a combined civil and governmental communications satellite with a design life of 15 years, to replace Koreasat 2 (launched in 1996 with a design life of ten years). In December 2010, we launched Koreasat 6, with a design life of 15 years, to replace Koreasat 3 (originally launched in 1999, with a design life of 12 years). Koreasat 6 began its commercial operation in February 2011 and carries transponders that are mainly used for direct-to-home satellite broadcasting, video distributions and data communication services. Most of the direct-to-home satellite broadcasting transponders are utilized by KT Skylife. In August 2010, we procured from Asia Broadcast Satellite Holdings, Ltd. (“ABS”), a Hong Kong-based satellite operator, four transponders on ABS-1 satellite and eight additional transponders on ABS-2 satellite in order to provide satellite services with a broader global scope. In the second half of 2014, we exchanged our ownership rights of four transponders on ABS-1 with ownership rights of four transponders on ABS-2 satellite. As a result, we own 12 transponders on ABS-2 satellite (also called Koreasat 8). In May 2017, we launched Koreasat 7, a civil communications satellite with a design life of 17 years. In October 2017, we launched Koreasat 5A, a civil communications satellite with a design life of 17 years which replaced Koreasat 5.

We entered into an agreement with ABS to sell Koreasat 3 to ABS, as Koreasat 3 was expected to reach the end of its design life. In December 2013, the MSIP declared the sales contract regarding Koreasat 3 null and void on the ground that the said contract was made without prior government approval. Shortly after, ABS filed a request for arbitration against us and KT SAT and we, together with KT SAT have been involved in the International Chamber of Commerce arbitration against ABS. In July 2017, the International Chamber of Commerce concluded that ABS has title to Koreasat 3 (such decision, “Partial Award”). In October 2017, we and KT SAT petitioned the U.S. District Court for the Southern District of New York to vacate the Partial Award. In March 2018, the International Chamber of Commerce issued an award of US$748,564 in damages, US$287,673.2 in pre-award interest and post-award interest of 9 percent per year to ABS (“Final Award”). We and KT SAT plan to petition the New York federal court to vacate the Final Award. With regard to the Partial Award, on April 10, 2018, the court dismissed the petition filed by KT SAT and us to vacate the Partial Award. We and KT SAT plan to file an appeal of the foregoing decision. In December 2012, we spun off our satellite service business by establishing KT SAT in an effort to enhance operational specialization and to foster management efficiency, enabling us to respond more promptly to the changing market environments and increasing competitiveness.

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

We own land and real estate in various locations nationwide. Technological developments have enhanced the coverage area of individual telecommunications facilities, which enable us to better utilize our existing land and other real estate holdings. In recent years, we have engaged in the planning and development of commercial and office buildings and condominiums on our unused sites, as well as in the leasing of buildings we own. We established KT Estate in August 2010 to oversee the planning, development and operation of our real estate assets, and established KT AMC Co., Ltd., an asset management company, in September 2011 as a subsidiary of KT Estate to create additional synergies with our real estate assets. We made a contribution in-kind of 1,254 billion to KT Estate in December 2012 to further strengthen KT Estate’s competitiveness and to better utilize our assets. KT

 

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Estate currently provides over 2,000 rental units in its 4 apartment complexes, under the “Remarkville” brand, located in Seoul and Busan, Korea. The complexes are managed by KD Living Inc., 51% of whose equity interest is owned by us and the rest by a third-party rental management company, Daiwa Living Co. Revenues from lease of rental units are recognized as revenues from our other businesses. KT Estate also engages in the business of developing and selling residential and commercial units. In 2017, KT Estate developed and sold several residential and commercial units in various metropolitan areas in Korea and such revenues are recognized as revenues from goods sold.

To respond to the trend of convergence in the telecommunications and broadcasting industries, and to seek additional synergies with our existing operations, we acquired 5,600,000 shares of redeemable convertible preferred stock with voting rights and convertible bonds that were convertible into 5,600,000 shares of common stock of KT Skylife from Dutch Savings Holdings B.V. in January 2011 for approximately 246 billion. We exercised the conversion rights on the redeemable convertible preferred stock and the convertible bonds in March 2011, and owned a 50.3% interest in KT Skylife as of December 31, 2017. KT Skylife offers satellite TV services, which may also be packaged with our IPTV services as further described below.

Revenues and Rates

The table below shows the percentage of our revenues derived from each category of services for each of the years from 2015 to 2017:

 

     Year Ended December 31,  
     2015     2016     2017  

Mobile services

     32.0     31.9     30.2

Fixed-line services

     29.8       29.9       30.2  

Fixed-line telephone services:

      

Monthly basic charges

     2.9       2.7       3.0  

Monthly usage charges

     4.5       3.7       3.3  

Others

     2.8       2.5       1.5  
  

 

 

   

 

 

   

 

 

 

Sub-total

     10.2       8.9       7.8  
  

 

 

   

 

 

   

 

 

 

Internet services:

      

Broadband Internet access service

     8.3       8.8       8.8  

Other Internet-related services (1)

     6.5       7.8       9.1  
  

 

 

   

 

 

   

 

 

 

Sub-total

     14.8       16.6       17.9  
  

 

 

   

 

 

   

 

 

 

Data communication services (2)

     4.7       4.4       4.5  

Goods sold (3)

     12.1       12.1       14.8  

Financial services

     15.3       15.4       15.4  

Other businesses (4)

     10.8       10.6       9.3  
  

 

 

   

 

 

   

 

 

 

Operating revenues

     100.0     100.0     100.0
  

 

 

   

 

 

   

 

 

 

 

 

(1) Includes revenues from services provided by our data centers, Bizmeka and olleh TV.

 

(2) Includes revenues from Kornet Internet connection service and satellite services.

 

(3) Includes mobile handset sales and sales of residential and commercial units developed by KT Estate.

 

(4) Includes revenues from satellite services, information technology and network services and security services as well as from real property leases.

Mobile Services

We derive revenues from mobile services principally from:

 

    monthly fees;

 

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    usage charges for outgoing calls;

 

    usage charges for wireless data transmission;

 

    contents download fees;

 

    value-added monthly service fees; and

 

    mobile-to-mobile interconnection charges.

We offer various rate plans, including those that offer a specified amount of free data transmission per month in return for higher monthly fees as well as plans that are geared toward business customers. We completely abolished our activation fee in March 2015.

We introduced rate plans specifically for smartphone users starting in September 2009. We also introduced new rate plans specifically for LTE phone users in connection with the rollout of our 4G LTE services in January 2012. In June 2013, we introduced the Everyone olleh rate plan, which permits users to make unlimited voice calls within our wireless network, and the Fixed-Line and Wireless Unlimited rate plan, which permits users to make unlimited voice calls within both our fixed-line and wireless networks. We began offering LTE unlimited data plans in March 2014, which allows unlimited LTE data usage within certain transmission speeds after the monthly quota at the highest LTE data transmission speed has been exhausted. Starting from November 2014, we began offering our major smartphone plans at discounted rates which were previously offered only to subscribers who signed on for mandatory subscription periods ranging from one to two years, thereby eliminating the need to sign on for any mandatory subscription period to benefit from our discounted plans and removing any early termination penalties. We believe such changes allow our subscribers a wider flexibility in choosing mobile plans based on their needs. In May 2015, we began offering the LTE data choice plan, through which users choose a 300MB to unlimited monthly quota for data transmission and enjoy unlimited voice calls and messages. With the LTE data choice plan, we also introduced the “Push-and-Pull” service, which allows users to carry over unused data to the following month or pull up additional data from the following month’s allotment. In March 2016, we began offering the Y24 plans for customers under the age of 24. Many of the Y24 plans offer free data transmission for three hours a day and additional data service at discounted rates.

The following table summarizes the charges associated with our representative LTE smartphone service plans:

 

     Free Airtime Minutes                 
     Voice Calls    Video Calls and
Voice Calls to
Special Numbers
     Free Data
Transmission
 (1)
  Additional Service   Monthly
Fee
 

LTE data choice 299

   Unlimited      50      300MB   mobile TV     29,900  

LTE data choice 349

        50      1GB   mobile TV     34,900  

LTE data choice 399

        50      2GB   mobile TV     39,900  

LTE data choice 449

        50      3GB   mobile TV     44,900  

LTE data choice 499

        50      6GB   mobile TV     49,900  

LTE data choice 599

        200        mobile TV     59,900  

LTE data choice 699

        200        mobile TV     69,900  

LTE data choice 799

        200        VIP membership     79,900  

LTE data choice 999

        200      Unlimited (2)   Device insurance(3)     99,900  
           Fee discounts for
one additional
device(4)
 

 

 

(1) We do not charge for data transmission in wireless LAN zones. We charge 0.01 per 0.5 kilobyte for any additional data transmission exceeding the free monthly quota, up to a maximum of 150,000.

 

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(2) Provides an additional daily quota of 2GB after the free monthly quota has been exhausted, and also provides unlimited use of data with speed of up to 3 Mbps or 5 Mbps after the daily quota of 2GB has been exhausted.

 

(3) Device insurance can be deducted from the customer’s membership points of up to 5,500 per month at the customer’s option.

 

(4) Customers using the LTE data choice 699 plan receive 50% off the monthly data fees of one additional smart device such as tablets or GiGA Genie LTE. Customers using the LTE data choice 799 and 999 plans receive 100% off the monthly data fees of one additional smart device.

We also provide plans specially designed for elderly and pre-teen subscribers as well as special discounts to subscribers with physical disabilities. On December 22, 2017, we started providing special discounts to subscribers on Government welfare. For details, see “—Regulation—Rates”. Plans specialized for feature phone users such as a standard rate plan are provided as well. Under the standard rate plan, we charge a monthly fee of 11,000, a voice calling usage charge of 1.8 per second and a video calling usage charge of 3 per second, without any free voice or video call airtime minutes.

We also offer plans for new devices such as tablets and wearable devices. Since 2010, we have been offering a specialized plan for tablets which provides a 1.6GB to unlimited monthly quota of data transmission for a monthly fee of 18,000 to 99,900. In November 2014, we began offering a specialized plan for wearable devices, which charges a fixed monthly fee of 8,000 for a 100MB monthly quota of data transmission and 50 minutes of voice calls. For other new devices, we also provide a data sharing service that allows users to share data provided as part of their smartphone plans with other devices.

Mobile-to-mobile Interconnection. For a call initiated by a mobile subscriber of our competitor to our mobile subscriber, the mobile service provider collects from its subscriber its normal rate and remits to us a mobile-to-mobile interconnection charge. In addition, for a call initiated by our mobile subscriber to a mobile subscriber of our competitor, we collect from our subscriber our normal rate and remit to the mobile service provider a mobile-to-mobile interconnection charge.

The following table shows the interconnection charges we paid per minute (exclusive of value-added taxes) to mobile operators, and the charges received per minute (exclusive of value-added taxes) from mobile operators for mobile to mobile calls:

 

     Effective Starting  
     January 1, 2015      January 1, 2016      January 1, 2017  

SK Telecom

   19.5      17.1      14.6  

LG U+

     20.0        17.0        14.6  

KT

     19.9        17.2        14.6  

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

Fixed-line Services

Fixed-line Telephone Services

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

 

    service initiation fees for new lines;

 

    monthly basic charges; and

 

    monthly usage charges based on the number of call pulses.

 

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The rates we charge for local calls are currently subject to approval by the MSIT after consultation with the Ministry of Strategy and Finance. The rates are identical for residential and commercial customers. All calls are currently measured by call pulses. Each pulse is determined by the duration of the call and the time of the day at which the call is made. Our current local usage rates, which have been in effect since May 2002, are 39 per pulse for regular service and 70 per pulse for public telephones. For local calls, a pulse is triggered at the beginning of each local call and every three minutes thereafter from 8:00 a.m. to 9:00 p.m. on weekdays and every 258 seconds thereafter on weekends, holidays and from 9:00 p.m. to 8:00 a.m. on weekdays.

We also charge a monthly basic charge ranging from 3,000 to 5,200, depending on location, and a non-refundable service initiation fee of 60,000 to new subscribers. The non-refundable service initiation fee is waived for the new subscribers who subscribe to our local service through our online application process. Until April 2001, we charged refundable service initiation deposits, which were refunded upon termination of service. As of December 31, 2017, we had 342 billion in refundable service initiation deposits outstanding and 1.6 million subscribers who are enrolled under the mandatory deposit plan and are eligible to switch to the no deposit plan and receive their service initiation deposit back (less the non-refundable service initiation fees).

Domestic Long-distance Telephone Service. Our revenues from domestic long-distance service consist of charges for calls placed, charged for the duration, time of day and day of the week a call is placed, and the distance covered by the call. We are able to set our own rates for domestic long-distance service without approval from the MSIT.

Our current basic domestic long-distance rates, which have been in effect since November 2001, are 39 per three minutes for distances of up to 30 kilometers and 14.5 per ten seconds (equivalent to 261 per three minutes) for distances in excess of 30 kilometers. For domestic long-distance calls for distances of up to 30 kilometers, a pulse is triggered at the beginning of each call and every three minutes thereafter. For domestic long-distance calls for distances in excess of 30 kilometers, a pulse is triggered at the beginning of each call and every 10 seconds thereafter. Rates for domestic long-distance calls for distances up to 30 kilometers are currently discounted by an adjustment in the period between pulses, by approximately 11% (utilizing a pulse rate of 200 seconds) from 6:00 a.m. to midnight on holidays and from 6:00 a.m. to 8:00 a.m. on weekdays, and by approximately 43% (utilizing a pulse rate of 258 seconds) from midnight to 6:00 a.m. every day. Rates for domestic long-distance calls for distances in excess of 30 kilometers are currently discounted by approximately 10% (utilizing a rate of 13.1 per ten seconds) from 6:00 a.m. to midnight on holidays and from 6:00 a.m. to 8:00 a.m. on weekdays, and by approximately 30% (utilizing a rate of 10.2 per ten seconds) from midnight to 6:00 a.m. every day.

In recent years, we have begun to offer optional flat rate plans, discount plans and bundled product plans in order to mitigate the impact from lower usage of local and domestic long-distance calls and stabilize our revenues from fixed-line telephone services. For a discussion of our bundled products, see “—Bundled Products.” Some of our flat rate and discount plans that we currently offer include the following:

 

    a subscriber who elects to subscribe to our fixed-line phone service for a three year mandatory subscription period is able to make local and domestic long-distance calls at a flat rate of 39 per three minutes;

 

    a subscriber who elects to subscribe to our broadband Internet access service or mobile service for a three year mandatory subscription period is able to make local, domestic long-distance and land-to-mobile calls of up to 150,000 with a flat rate payment of 50,000 or such calls up to 50,000 with a flat rate payment of 10,000. Standard rates apply to calls that exceed the capped amounts; and

 

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    a subscriber who elects to pay a monthly flat rate ranging from 7,500 to 15,000, depending on the types of calls the subscriber wishes to make, is able to use 3,000 minutes per month of local, domestic long-distance, land-to-VoIP and land-to-KT mobile calls.

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

 

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

 

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

 

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

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

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

Land-to-mobile Interconnection. We provide other telecommunications service providers, including mobile operators and other fixed-line operators, interconnection to our fixed-line network. For a call initiated by a landline user to a mobile service subscriber, we collect from the landline user the land-to-mobile usage charge and remit to the mobile service provider a land-to-mobile interconnection charge. The MSIT periodically issues orders setting the interconnection charge calculation method applicable to interconnections with mobile service providers. The MSIT determines the land to mobile interconnection charge by calculating the long run incremental cost of mobile service providers, taking into consideration technology development and future expected costs.

The following table shows the interconnection charges we paid per minute (exclusive of value-added taxes) to mobile operators for landline to mobile calls:

 

     Effective Starting  
     January 1, 2015      January 1, 2016      January 1, 2017  

SK Telecom

   19.5      17.0      14.6  

LG U+

     20.0        17.2        14.6  

Since September 2004, the usage charges per minute collected from a landline user for a call initiated by a landline user to a mobile service subscriber are 87.0 during weekdays, 82.0 during

 

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weekends and 77.2 during evenings (defined as 12:00 a.m. to 6:00 a.m. every day). We recognize as land-to-mobile interconnection revenue the entire amount of the usage charge collected from the landline user and recognize as expense the amount of interconnection charge paid to the mobile service provider.

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

The following table shows such interconnection charge per minute collected for a call depending on the type of call, as determined by the MSIT:

 

     Effective Starting  
     January 1, 2015      January 1, 2016      January 1, 2017  

Local access (1)

   11.9      10.9      9.7  

Single toll access (2)

     13.4        12.0        10.9  

Double toll access (3)

     16.0        15.5        14.8  

 

 

Source: The MSIT.

 

(1) Interconnection between local switching center and local access line.

 

(2) Interconnection involving access to single long-distance switching center.

 

(3) Interconnection involving access to two long-distance switching centers.

Internet Services

Broadband Internet Access Service. We offer broadband Internet access service that primarily uses existing telephone lines to provide both voice and data transmission. We charge monthly fixed fees to customers of broadband Internet service. In addition, we charge customers a one-time installation fee per site of 20,000 and modem rental fee of up to 8,000 on a monthly basis. Our fixed-line broadband internet service plans range from 30,000 to 50,000 per month and our wireless broadband Internet service plans range from 10,000 to 30,000 per month.

olleh TV Services. We charge our subscribers an installation fee per site of 24,000, which is waived with a three-year contract, a set-top box rental fee ranging from 2,000 to 9,000 on a monthly basis and a monthly subscription fee. The rates we charge for olleh TV services are subject to approval by the MSIT. Our olleh TV service plans range from 15,000 to 50,000 per month.

Data Communication Services

We charge customers of domestic leased-lines on a monthly fixed-cost basis, based on the distance of the leased line, the capacity of the line measured in bits per second, the type of the line provided and whether the service site is local or long-distance. In addition, we charge customers a one-time installation fee per line, ranging from 56,000 to 40 million, depending on the capacity of the line.

Bundled Products

We utilize our extensive customer relationships and market knowledge to expand our revenue base by cross-selling our telecommunications products and services. In order to attract additional subscribers to our new services, we bundle our services, such as our broadband Internet access

 

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service with IPTV, Internet phone, fixed-line telephone service and mobile services, at a discount. In July 2016, we lowered our early termination fee for our broadband Internet access service, Internet phone or IPTV or such products bundled with our fixed-line telephone service.

The following table summarizes our various basic bundled packages that we currently offer. The packages require subscribers to agree to a subscription period of three years:

 

     Monthly Rates
     Flat Rate (2)     

Mobile Monthly Fee

Internet / Internet Phone / Mobile

   21,000      Discounts are between 3,000 and 25,100 per account (excluding 5,000 for the Internet discount), depending on type of the Internet services and total amount of bundled mobile fee plans (up to 5 mobile numbers) (3)

Internet / Fixed-Line Phone / Mobile

     24,000     

Internet / IPTV / Mobile (1)

     30,000     

Internet / Fixed-Line Phone / IPTV / Mobile (1)

     31,000     

 

 

(1) Assuming selection of olleh Internet and olleh TV Live 10 package.

 

(2) Flat Rate excludes mobile monthly fee, explanation of which is set forth in the rightmost column.

 

(3) Bundled rate plans are available for olleh 3G, LTE subscribers and some specific wearable device plan subscribers.

We believe that subscribers who sign up for bundled products are less likely to cancel our services than subscribers who subscribe to individual services. Subscription fees paid for our bundled products are allocated to each service in proportion to their fair value and the allocated amount is recognized as revenue according to the revenue recognition policy for each service.

Competition

Competition in the telecommunications sector in Korea is intense. Business combinations in the telecommunications industry have significantly changed the competitive landscape of the Korean telecommunications industry. In particular, SK Telecom acquired a controlling stake in Hanarotelecom Incorporated in 2008, which was renamed SK Broadband. The acquisition enabled SK Telecom to provide fixed-line telecommunications, broadband Internet access and IPTV services together with its mobile telecommunications services. In January 2010, LG Dacom and LG Powercom merged into LG Telecom Co., Ltd., which subsequently changed its name to LG U+. The merger enabled LG U+ to provide a similar range of services as SK Telecom and us. Furthermore, telecommunications providers including us are competing to be the first to introduce innovative services such as those based on 5G technologies.

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

Network Service Providers

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

We and SK Telecom have been designated as market-dominating business entities in the local telephone service and cellular service markets, respectively, under the Telecommunications Business Act. Under this Act, a market-dominating business entity may not engage in any act of abuse, such as

 

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unreasonably interfering with business activities of other business entities, hindering unfairly the entry of newcomers or substantially restricting competition to the detriment of the interests of consumers. The KCC has also issued guidelines on fair competition of the telecommunications companies. If any telecommunications service provider breaches the guidelines, the KCC may take necessary corrective measures against it after a hearing at which the service provider may defend its action.

Mobile Service. Competition in the mobile telecommunications industry in Korea is intense among SK Telecom, LG U+ and us. Such competition has intensified in recent years due to the implementation of mobile number portability, which enabled mobile subscribers to switch their service provider while retaining the same mobile phone number, as well as payments of handset subsidies to purchasers of new handsets who agree to minimum subscription periods and the recent rollout of 4G mobile services based on LTE technology by SK Telecom, LG U+ and us. The price competition through handset subsidies became less prevalent since the enactment of the Handset Distribution Reform Act in October 2014, which limited the maximum amount of handset subsidies until September 2017. However, such maximum amount of handset subsidies phased out on October 1, 2017 and the price competition through handset subsidies may intensify.

The following table shows the market shares in the mobile telecommunications market (including market shares of miscellaneous telecommunications services) as of the dates indicated:

 

     Market Share (%)  
     KT
Corporation
     SK Telecom      LG U+  

December 31, 2015

     30.6        49.1        20.3  

December 31, 2016

     30.8        48.8        20.4  

December 31, 2017

     31.4        47.9        20.7  

 

 

Source: The MSIT.

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

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

The following table shows the market shares in the local telephone service market as of the dates indicated:

 

     Market Share (%)  
     KT
Corporation
     SK Broadband      LG U+  

December 31, 2015

     80.6        16.3        3.1  

December 31, 2016

     80.6        16.2        3.2  

December 31, 2017

     80.5        16.1        3.4  

 

 

Source: Korea Telecommunications Operators Association.

Although the local usage charge of our competitors and us is the same at 39 per pulse (generally three minutes), our competitors’ non-refundable telephone service initiation charges are lower than ours. Our customers pay a non-refundable telephone service initiation charge of 60,000

 

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while customers of our competitors pay a non-refundable telephone service initiation charge of 30,000. Also, the basic monthly charge of our competitors is 4,500 compared to our basic charge of 5,200.

Domestic Long-distance Telephone Service. We compete with SK Broadband, LG U+, Sejong and SK Telink in the domestic long-distance market. LG U+ began offering domestic long-distance service in 1996, followed by Sejong in 1999 and SK Broadband and SK Telink in 2004. The following table shows the market shares in the domestic long-distance market as of the dates indicated:

 

     Market Share (%)  
     KT
Corporation
     SK Broadband      LG U+      Sejong      SK Telink  

December 31, 2015

     78.9        15.0        2.7        0.9        2.6  

December 31, 2016

     78.9        15.0        2.7        0.8        2.6  

December 31, 2017

     79.8        14.5        2.6        0.8        2.4  

 

 

Source: Korea Telecommunications Operators Association.

Our competitors and we charge 39 per three minutes for domestic long-distance calls up to 30 kilometers. For domestic long-distance calls greater than 30 kilometers, our competitors typically charge between 3% to 5% less than us. The following table is a comparison of our standard long-distance usage charges per 10 seconds with the standard rates of our competitors as of December 31, 2017:

 

     KT
Corporation
     SK
Broadband
     LG U+      Sejong      SK Telink  

30 kilometers or longer

   14.5      13.9      14.1      13.8      13.8  

 

 

Source: The KCC.

International Long-Distance Telephone Service. Four companies, SK Broadband, LG U+, Sejong and SK Telink, directly compete with us in the international long-distance market. LG U+ began offering international long-distance service in 1991, followed by Sejong in 1997 and SK Broadband in 2004. SK Telink, which only provides Internet phone service, entered the international long-distance market in 2003 and offers its services at rates lower than those for network-based international long-distance telephone services. The entry of Internet phone service providers and other telecommunications service providers, such as voice resellers, that can offer telecommunications services at rates lower than ours has increased competition in the international long-distance market and adversely affected our revenues and profitability from international long-distance services. See “—Specific Service Providers.”

Our competitors generally charge less than us for international long-distance calls. The following table is a comparison of our standard long-distance usage charges per one minute with the standard rates of our competitors as of December 31, 2017:

 

     KT
Corporation
     SK
Broadband
     LG U+      Sejong      SK Telink  

United States

   282      276      288      276      180  

Japan

     696        672        678        672        612  

China

     990        984        996        984        990  

Australia

     1,086        1,044        1,086        1,044        810  

Great Britain

     1,008        966        996        966        900  

Germany

     948        912        942        912        900  

 

 

Source: KT Corporation.

 

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Broadband Internet Access Service. The Korean broadband Internet access market has experienced significant growth in the past decade. SK Broadband entered the broadband market in 1999 offering both HFC and ADSL services, and we entered the market with our ADSL services in 1999, followed by Dreamline, Sejong and LG U+. In addition, the entry of cable television providers that offer HFC-based broadband Internet access services at rates lower than ours has increased competition in the broadband Internet access market. We expect industry consolidation among our competitors in the near future, and smaller competitors in the broadband market today may become larger competitors.

The following table shows the market share in the broadband Internet access market as of the dates indicated:

 

     Market Share (%)  
     KT
Corporation
     SK
Broadband
     LG U+      Others  

December 31, 2015

     41.6        25.1        17.4        15.9  

December 31, 2016

     41.4        25.3        17.6        15.7  

December 31, 2017

     41.3        25.7        18.0        15.0  

 

 

Source: The MSIT.

Our competitors generally charge less than us for broadband Internet access service. The following table is a comparison of fees for our olleh Internet Lite service with three year mandatory subscription period with fees of our competitors for comparable services as of December 31, 2017:

 

     KT
Corporation
     SK
Broadband
     LG U+      Cable
Providers (1)
 

Monthly subscription fee

   22,000      22,000      22,000      20,000  

Monthly modem rental fee

     None        None        None        1,000  

Additional installation fee upon moving

     27,500        11,000        22,000        20,000  

 

 

Source: KT Corporation.

 

(1) These are typical fees charged by cable providers.

Data Communication Service.

In recent years, the data communications services market has become more competitive with limited growth during the past decade, and we primarily compete with SK Broadband and LG U+.

Value-Added Service Providers

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

Specific Service Providers

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

 

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Internet-only Banking

In November 2015, the Government announced plans to introduce Internet-only banks and granted preliminary approval to two consortiums, K bank consortium and Kakao Bank consortium. The K bank consortium, over which we own a minority interest as one of 20 shareholding companies including Woori Bank, NH Investment & Securities, Co., Ltd., GS Retail Co., Ltd. and Hanwha Life Insurance Co., Ltd., received the final approval from the Government to operate the first Internet-only bank in Korea in December 2016 and began its operation in April 2017. The Kakao Bank consortium, K bank’s competitor, received the final approval from the Government in April 2017 and began its operation in July, 2017. As of December 31, 2017, K bank had deposits of 1,089 billion while Kakao Bank had deposits of 5,048 billion. As of December 31, 2017, K bank provided loans of 856 billion while Kakao Bank provided loans of 4,622 billion.

Regulation

With the establishment of the MSIP in March 2013, many of the regulatory responsibilities formerly handled by the KCC have been transferred to the MSIP. On July 26, 2017, the MSIP was renamed as the Ministry of Science and ICT. Under the Framework Act on Telecommunications and the Telecommunications Business Act, the MSIT continues to have comprehensive regulatory authority over the telecommunications industry and all network service providers.

Since the establishment of its predecessor, the MSIP, the MSIT has assumed primary policy and regulatory responsibility for matters such as: (i) licensing of network service providers (the MSIT authorizes the licensing of IPTV service providers and, with the consent of the KCC, authorizes the licensing of satellite broadcasting companies); (ii) regulation of mergers and acquisitions, as well as license suspension and termination of network service providers; (iii) providing oversight on foreign ownership ratios in network service providers; and (iv) reviewing telecommunication matters as they relate to the public interest and approving ancillary telecommunication business activities. Additionally, the MSIT is responsible for a broad range of other policy and regulatory matters, including the administration and supervision of regulatory reporting by telecommunications companies, examination and analysis of accounting and business management practices in the industry, establishment and administration of policies governing telecommunications service fees, value-added service providers and specific service providers, as well as supervision of reporting requirements of standard telecommunications service/user contracts.

Under the supervisory framework, a network service provider must be licensed by the MSIT. Our license as a network service provider permits us to engage in a wide range of telecommunications services.

The KCC’s overall policy role is to play a key role in regulatory activities aimed at protecting service users in the broadcast and telecommunications market and it continues to be responsible for investigations and sanctions regarding violations by telecommunications companies, as well as for mediating disputes between service providers and users. The KCC is established under the direct jurisdiction of the President of Korea and is comprised of five standing commissioners. Commissioners of the KCC are appointed by the President, and the appointment of the Chairperson must be approved at a confirmation hearing at the National Assembly.

Under the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc., telecommunications service providers are also required to protect personal information of their customers. Generally, when a telecommunications service provider intends to collect or use its customer’s personal information, such telecommunications service provider, with certain exceptions, must notify and receive the customers’ consent in relation to the purpose of

 

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collection, the use of the collected personal information, types of personal information collected and period during which the personal information will be possessed and used. Korean telecommunications providers may not use their customers’ personal information for any purpose other than the purpose their customers have consented to. In addition, there are various internal processes that the telecommunications providers are mandated to install in order to collect and handle personal information of their customers.

The MSIT also has the authority to regulate the IP media market, including IPTV services. We began offering IPTV services with real-time high definition broadcasting in November 2008. Under the Internet Multimedia Broadcasting Services Act, anyone intending to engage in the IP media broadcasting business must obtain a license from the MSIT. The ownership of the shares of an IP media broadcasting company by a newspaper, a news agency or a foreigner is limited. In March 2015, amendments to the Internet Multimedia Broadcasting Services Act were promulgated. Under such amendments, a single broadcasting operator together with their affiliates may not have more than one-third of the market share of all paid broadcasting subscribers in Korea. The restriction on market share will be in effect until June 27, 2018. The proposed amendment to the Internet Multimedia Broadcasting Services Act that aims to preserve the restriction on market share is currently pending at the National Assembly.

Rates

Under current regulations implementing the Telecommunications Business Act, a network service provider may set its rates at its discretion, although it must report to the MSIT the rates and the general terms and conditions for each type of network service provided by it. There is, however, one exception to this general rule: if a network service provider has the largest market share for a specified type of service and its revenue from that service for the previous year exceeds a specific revenue amount set by the MSIT, it must obtain prior approval from the MSIT for the rates and the general terms for that service. Each year the MSIT designates the service providers and the types of services for which the rates and the general terms must be approved by the MSIT. In 1997, the MSIP designated us for local telephone service and SK Telecom for mobile service, which currently remains in effect. The MSIT, in consultation with the Ministry of Strategy and Finance, is required to approve the rates proposed by a network service provider if (1) the proposed rates are appropriate, fair and reasonable and (2) the calculation method for the rates are appropriate and transparent. The form of our standard agreement for providing local network service and each agreement for interconnection with other service providers must also be reported to the MSIT.

On October 1, 2014, the Handset Distribution Reform Act, which seeks to lower the cost of communication for the general public and reduce handset factory prices by establishing fair and transparent order in the distribution of mobile telecommunication devices, went into effect. The Handset Distribution Reform Act regulates, among other matters, the sale and subsidies of mobile devices such as smartphones, with one of its purposes being to induce telecommunication operators to compete in lowering the costs of communications and encourage the manufacturers to reduce handset factory prices, while improving service quality. Under the Handset Distribution Reform Act, consumers may not be discriminated in terms of subsidies based on their age, place of residence or monthly subscription plan when using their existing mobile phones, buying a new phone or switching their mobile carriers. Furthermore, everyone, regardless of their status, is entitled to receive either a handset subsidy for the purchase of mobile phone models that were launched within the last 15 months, or a tariff discount (with the current discount rate set at 25%, effective since September 15, 2017). Prior to October 1, 2017, the maximum amount of handset subsidy that telecommunications operators and handset manufacturers may offer was determined by Korean telecommunication regulators (such limit to be determined between 250,000 and 350,000, and may be adjusted every six months, with the limit set at 330,000, effective since April 8, 2015 until September 14, 2017). The

 

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maximum amount of the handset subsidy was phased out on October 1, 2017 as initially scheduled under the Handset Distribution Reform Act. On September 15, 2017, in compliance with the policy initiatives announced by the MSIT, we, SK Telecom, and LG U+ increased the maximum tariff discount to 25% from the prior 20% (which was in effective since April 24, 2015). According to the Government, excessive handset subsidies may cause mobile subscribers to subscribe to more expensive monthly plans in return for greater handset subsidies or may cause handset vendors to provide discriminatory subsidies based on consumers’ age, residence and subscription plan, among others. It was reported that the Government plans to introduce measures to curb excessive competition for handset subsidies such as guidelines on subsidies for online handset sales and requirement for public disclosure of the portion or amount of handset subsidies provided by each party involved in handset sales. Telecommunications operators are also required to publicly announce the amount of handset subsidy that they offer, which may not be readjusted within one week after such announcement. In addition, telecommunications operators are prohibited from using misleading or exaggerated advertisements, such as advertisements that mobile phones are free without adequately explaining that it is preconditioned on signing up for high-priced monthly subscription plans.

On May 10, 2017, Mr. Jae-in Moon was inaugurated as the 19th President of Korea. In connection with the campaign promises of President Moon to reduce the mobile service fees paid by individuals, in September 2017, the MSIT confirmed its policy directives to provide additional tariff reductions of 11,000 per month to certain low-income mobile subscribers on Government welfare. On December 22, 2017, the network service providers including us started to provide additional tariff reductions of 11,000 per month to individuals on Government welfare. As of December 31, 2017, we provided such additional tariff reductions to approximately 0.8 million subscribers of our services.

Furthermore, on July 21, 2017, the MSIT announced its plan to adopt “universal” mobile subscription fees sometime in 2018 in connection with the Government’s efforts to reduce mobile service fees and rates. According to the current draft of the proposed revision to the Telecommunications Business Act, subject to approval by the National Assembly, the dominant network service provider (which is SK Telecom) shall be required to provide a mobile subscription plan priced at 20,000 per month (at a significant discount to the rates for currently available mobile subscription plans) which allows data use of between 1 and 1.4 GB and 200 call minutes. On November 10, 2017, the MSIT formed a policy discussion group, the Committee on the Household Telecommunications Expenditure (the “Telecom Policy Committee”), with approximately 20 committee members, including industry experts from us, SK Telecom, LG U+, customer representatives, researchers and government officials. The Telecom Policy Committee held discussion sessions twice per month until February 2018 to review and discuss the Government’s plan to adopt “universal” mobile subscription fees and other policy ideas of the Government to reduce mobile service fees paid by individuals (such as providing additional tariff discount to the elderly, lowering the entry barriers to new telecommunications service providers and introduction of the “Terminal Self-Sufficiency System” under which mobile subscribers can purchase unlocked smartphones that are not tied to mobile service providers from manufacturers or vendors). In March 2018, the Telecom Policy Committee submitted the summary of its discussions to the MSIT and the National Assembly.

On April 12, 2018, in a lawsuit brought by a social interest group in efforts to lower consumers’ telecommunication bills, the Supreme Court of Korea affirmed a lower court decision which requires the MSIT to make public disclosure of previously non-public information submitted by network service providers, including us, to the MSIT, detailing cost of sales for 2G and 3G mobile services. As a result, it is expected that, in May 2018, the MSIT will make public disclosure of regulatory financial reports and other supporting and evaluation materials for determining tariffs for various 2G and 3G mobile subscription plans for a six-year period ending in May 2011.

 

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Other Activities

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

 

    manage certain businesses specified under the Telecommunications Business Act, such as the manufacturing of communications equipment and design and maintenance services for information and communication construction business;

 

    modify its licenses;

 

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

 

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

 

    enter into a merger with another network service provider.

By submitting a report to the MSIT, a network service provider may enter into arrangements for services to be furnished to its customers by a different telecommunications service provider and, in connection therewith, may provide its telecommunications services to, or authorize the use of all or a portion of its telecommunications facilities by, such other telecommunications service provider. The MSIT can revoke our licenses or order the suspension of any of our businesses if we do not comply with the regulations of the MSIT under the Telecommunications Business Act.

The responsibilities of the MSIT include:

 

    drafting and implementing plans for developing telecommunications technology;

 

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

 

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

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

Prior to April 2018, in accordance with the MSIT’s determination that we possessed essential infrastructure, we were required us to permit other fixed-line communications service providers to co-use our fixed-line telecommunication infrastructure, upon the request of such other fixed-line telecommunications service providers. On April 10, 2018, to facilitate expedient establishment of 5G

 

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services infrastructure, the Government announced its initiatives to amend the co-use system, as follows: (i) we should permit not only fixed-line telecommunication service providers, but also mobile service providers such as SK Telecom and LG U+ to co-use our telecommunications infrastructure necessary for provision of 5G services, (ii) the Government determined that we, SK Telecom and LG U+ possessed essential infrastructure with respect to the interval between the cable entry at a building and the initial occurrence of connection within the building and required that the three companies share such infrastructure throughout buildings in Korea with each other, and (iii) fixed-line telecommunications service providers and mobile service providers are required to participate in joint efforts to construct additional fixed-line and mobile network architecture. For more information on our mobile network architecture, see “Item 4.D. Property, Plants and Equipment—Mobile Networks.”

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

Foreign Investment

The Telecommunications Business Act restricts the ownership and control of network service providers by foreign shareholders. Foreigners, foreign governments and “foreign invested companies” may not own more than 49.0% of the issued shares with voting rights of a network service provider, including us, and a foreign shareholder may not become our largest shareholder if such shareholder holds 15.0% or more of our shares. For purposes of the Telecommunications Business Act, the term “foreign invested company” means a company in which foreigners and foreign governments hold 15.0% or more shares with voting rights in the aggregate and a foreigner or a foreign government is the largest shareholder, provided, however, that such company will not be counted as a foreign shareholder for the purposes of the above-referenced 49.0% limit if (1) it holds less than 1.0% of our total issued and outstanding shares with voting rights or (2) if the largest shareholder of such company is a government or foreign entity of a country that is a counterparty to a free trade agreement with Korea, as publicly announced by the MSIT, and the MSIT determines that the fact that such foreign government or entity holds a 15.0% or greater shareholding in such company does not present a risk of harm to the public interest. (However, the calculation of the above-referenced 49% ceiling will apply to: (x) any foreign entities that have entered into any major management-related agreement with a network service provider or the shareholder(s) thereof; and (y) foreign entities that have entered into any agreement pertaining to the settlement of fees relating to the handling of international electronic telecommunications services). As of December 31, 2017, 48.5% of our common shares were owned by foreign investors. In the event that a network service provider violates the shareholding restrictions, its foreign shareholders cannot exercise voting rights for their shares in excess of such limitation, and the MSIT may require corrective measures be taken to comply with the ownership restrictions. There is no restriction on foreign ownership for specific service providers and value-added service providers.

Individual Shareholding Limit

Under the Telecommunications Business Act, a foreign shareholder who holds 15.0% or more of our total shares is prohibited from becoming our largest shareholder. However, any foreign shareholder who held 15.0% or more of our total shares and was our largest shareholder on or prior to May 9, 2004 is exempt from the regulations, provided that such foreign shareholder may not acquire any more of our shares. In addition, under the Telecommunications Business Act, the MSIT may, if it deems it necessary to preserve substantial public interests, prohibit a foreign shareholder from being

 

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our largest shareholder. In the event that any foreigner or foreign government acquires our shares in violation of the above provisions, the Telecommunications Business Act restricts such foreign shareholder from exercising his or her voting rights with respect to common shares exceeding such threshold. The MSIT may also order us or the foreign shareholder to take corrective measures in respect of the excess shares within a period of up to six months.

Customers and Customer Billing

We typically charge residential subscribers and business subscribers similar rates for services provided. On a case-by-case basis, we also provide discount rates for some of our high-volume business subscribers. We bill all of our customers on a monthly basis. Our customers may make payment at either payment points such as local post offices, banks or our service offices, through a direct-debit service that automatically deducts the monthly payment from a subscriber’s designated bank account, or through a direct-charge service that automatically charges the monthly payment to a subscriber’s designated credit card account. Approximately 84.6% of our subscribers as of December 31, 2017 pay through the direct-debit service. Accounts of subscribers who fail to pay our invoice are transferred to a collection agency, which sends out a notice of payment. If such charges are not paid after notice, we cease to provide outgoing service to such subscribers after a period of time determined by the type of subscribed service. If charges are still not paid two to three months after outgoing service is cut off, we cease all services to such subscribers. After service is ceased, the overdue charges that are not collected by the collection agency are written off.

Insurance

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

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

Information Technology and Operational Systems

Enhancement of our information technology and operational systems and efficient utilization of such systems are important in effectively promoting our core strategies. We are committed to continually investing in and enhancing our information technology systems, which provide support to many aspects of our businesses. In order to respond more effectively to a changing business environment, an enterprise resource planning system (the “ERP System”) was implemented in July 2012. We are committed to continually investing in and enhancing our information technology systems, which provide support to many aspects of our businesses. In June 2017, a new business support system, called KT One System (“KOS”), was completed and implemented. KOS is our wired/wireless system integration program that unified wired/wireless workflows, structures and systems that had been separated previously.

KOS has contributed to enhancing various aspects of our business processes and control systems, and we are establishing various plans to effectively utilize the KOS and to stabilize our business control processes in connection with the KOS.

 

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Patents and Licensed Technology

The ability to obtain and protect intellectual property rights to the latest telecommunications technology is important for our business. We own or have licenses to various patents and trademarks in Korea and overseas, and have applications for patents pending in Korea and other select countries such as the United States, Europe, China and Japan. A majority of our patents registered in Korea and overseas relate to our wireless and fixed-line telecommunications, media and IoT technologies. In addition, we operate several research and development (“R&D”) laboratories to develop latest technology and additional platforms, as described in “Item 5.C. Research and Development, Patents and Licenses, Etc.” We license our intellectual property rights to third parties in return for periodic royal payments. We currently do not license any material technologies or patents from third parties.

Seasonality of the Business

Our main business generally does not experience significant seasonality.

Item 4.C.  Organizational Structure

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

Item 4.D.  Property, Plants and Equipment

Our principal fixed asset is our integrated telecommunications networks. In addition, we own buildings and real estate throughout Korea. As of December 31, 2017, the net book value of our property and equipment was 13,562 billion, of which 3,281 billion is accounted for the net book value of our land, buildings and structures. As of December 31, 2017, the net book value of investment property, which is accounted for separately from our property and equipment was 1,190 billion. Other than described in this annual report, no significant amount of our properties is leased. There are no material encumbrances on our properties including the fixed assets below.

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

Mobile Networks

Our mobile network architecture includes the following components:

 

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

 

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

 

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

 

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

We have a license to use 40 MHz of bandwidth in the 2.1 GHz spectrum, of which 20 MHZ is used to provide IMT-2000 services based on W-CDMA wireless network standards and the remaining

 

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20 MHZ for our 4G LTE services. Such license was renewed in December 2016, and we are required to pay approximately 569 billion for use of such bandwidth during the license period of 5 years. In April 2010, the KCC announced its decision to allocate 20 MHz of bandwidth in the 900 MHz spectrum to us, which became effective in July 2011, for which we are required to pay a portion of the actual sales generated from using the bandwidth in the 900 MHz spectrum during the license period of 10 years as a usage fee for the bandwidth, as well as a portion of expected sales that was determined by the KCC at the time of allocation. In June 2011, our right to use 40 MHz of bandwidth in the 1.8 GHz spectrum expired, and the KCC allocated back to us the right to use 20 MHz of such bandwidth in the 1.8 GHz spectrum upon expiration pursuant to our application, for which we are required to pay a portion of the actual sales generated from using the bandwidth in the 1.8 GHz spectrum during the license period of 10 years as a usage fee for the bandwidth, as well as a portion of expected sales that was determined by the KCC at the time of allocation. We began using the 20 MHz of bandwidth in the 1.8 GHz spectrum, which became available upon termination of our 2G services, to provide our 4G LTE services starting in January 2012.

In August 2011, the KCC auctioned the right to use the remaining 20 MHz of bandwidth in the 1.8 GHz spectrum that we relinquished, 10 MHz of additional bandwidth in the 800 MHz spectrum and 20 MHz of additional bandwidth in the 2.1 GHz spectrum. We acquired the right to use the 10 MHz of bandwidth in the 800 MHz spectrum, for a total usage fee of 261 billion to be paid during the license period of 10 years, SK Telecom acquired the right to use the 20 MHz of bandwidth in the 1.8 GHz spectrum and LG U+ acquired the right to use the 20 MHz of bandwidth in the 2.1 GHz spectrum. We have not utilized 10 MHz of bandwidth in the 800 MHz spectrum due to the unavailability of requisite technologies and have recorded impairment loss of 185 billion for the non-usage in 2015. Due to such non-usage, in January 2018, the MSIT decided to shorten the licensing period from 10 years to 8 years. In March 2012, our right to use 30 MHz of bandwidth in the 2.3 GHz spectrum that we had been using to provide WiBro services was renewed with the licensing period of 7 years for the license to expire in March 2019.

In August 2013, MSIP further auctioned 50 MHz of bandwidth in the 1.8 GHz spectrum, which had been used by governmental entities such as the military, and 80 MHz of bandwidth in the 2.6 GHz spectrum, which had been used for digital multimedia broadcasting services. We acquired the right to use 15 MHz of bandwidth in the 1.8 GHz spectrum, for which we are required to pay a total usage fee of approximately 900 billion during a license period of eight years. SK Telecom acquired the right to use 35 MHz of bandwidth in the 1.8 GHz spectrum and LG U+ acquired the right to use 40 MHz of bandwidth in the 2.6 GHz spectrum. Acquiring the right to use additional bandwidth in the 1.8 GHz spectrum has enabled us to provide wideband LTE services beginning in September 2013, as 15 MHz of the newly acquired bandwidth in the 1.8 GHz spectrum was adjacent to our existing 20 MHz of bandwidth in the 1.8 GHz spectrum.

In May 2016, the MSIP auctioned 40 MHz of bandwidth in the 700 MHz spectrum, 20 MHz of bandwidth in the 1.8 GHz spectrum, 20 MHz of bandwidth in the 2.1 GHz spectrum, 40 MHz of bandwidth in the 2.6 GHz spectrum and 20 MHz of bandwidth in the 2.6 GHz spectrum. We acquired the right to use 20 MHz of bandwidth in the 1.8 GHz spectrum for which we are required to pay a total usage fee of approximately 470 billion during a license period of 10 years. SK Telecom acquired the right to use 40 MHz of bandwidth in the 2.6 GHz spectrum and 20 MHz of bandwidth in the 2.6 GHz spectrum and LG U+ acquired the right to use 20 MHz of bandwidth in the 2.1 GHz spectrum. The right to use 40 MHz of bandwidth in the 700 MHz spectrum was not purchased by any company. We currently use 20 MHz of bandwidth in the 1.8 GHz spectrum to provide Wideband LTE-A services.

In December 2017, the MSIT made an announcement that it plans to auction additional bandwidth in 2018 to enable provision of 5G services by telecommunications companies.

 

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Exchanges

Exchanges include local exchanges and “toll” exchanges that connect local exchanges to long-distance transmission facilities. We had 25 million lines connected to local exchanges and 2.1 million lines connected to toll exchanges as of December 31, 2017.

All of our exchanges are fully automatic. We completed replacement of all electromechanical analog exchanges with digital exchanges in June 2003 in order to provide higher speed and larger volume services. Starting in 2006, we also began conversion of our exchanges to be compatible to IP platform in preparation for building our next generation broadband convergence network by 2021. As of December 31, 2017, 100% of our lines connected to toll exchanges are compatible to IP platform.

Internet Backbone

Our Internet backbone network, called KORNET, has the capacity to handle aggregate traffic of our broadband Internet access subscribers, data centers and Internet exchange system at any given moment of up to 10.6 Tbps as of December 31, 2017. We have set up contingent plans to prepare against various incidents that could affect reliable Internet access service. Starting in 2005, we have also begun deploying our IP premium network that enables us to more reliably support olleh TV, WiBro, Internet Phone, upgraded VoIP services and other IP services. As of December 31, 2017, our IP premium network had 2,808 lines installed to provide 3G and LTE mobile data services, 1,258 lines installed to provide IPTV services and a total capacity to handle up to 3.1 Tbps of IPTV, voice, mobile data, virtual private network (VPN) and WiBro service traffic.

Access Lines

As of December 31, 2017, we had 21.4 million access lines installed, which allow us to reach virtually all homes and businesses in Korea. As part of our broadband deployment strategy, we have upgraded many of our access lines by equipping them with broadband capability using xDSL and FTTH technology. As of December 31, 2017, we had approximately 21 million broadband lines with speed of at least 50 Mbps that enable us to deliver broadband Internet access and multimedia content to our customers.

Transmission Network

Our domestic fiber optic cable network consisted of approximately 764,800 kilometers of fiber optic cables as of December 31, 2017 of which approximately 118,800 kilometers of fiber optic cables are used to connect our backbone network and approximately 645,970 kilometers are used to connect the backbone network to our subscribers. Our backbone network utilizes 64 Tbp Long-haul Reconfigurable Optical Add Drop Multiplexer (“ROADM”) technology for connecting cities. ROADM technology improves bandwidth efficiency by enabling data to be transmitted from multiple signals across one fiber strand in a cable and carrying each signal on a separate wavelength. We enhanced our backbone network connecting six major cities in Korea by implementing an optical cross-connector (OXC) and access network by implementing multi-service provisioning platform (MSPP) architecture in 2008. During 2013, we completed the construction of our next generation broadband convergence network by installing carrier ethernet architecture.

Our extensive domestic long-distance network is supplemented by our fully digital domestic microwave network, which consisted of 55 relay sites as of December 31, 2017.

International Network

Our international network infrastructure consists of both submarine cables and satellite transmission systems, including two submarine cable-landing stations in Busan and Keoje and two

 

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satellite teleports in Kumsan and Boeun. Data services such as international private lease circuits, IP and very small aperture terminals are provided through submarine cables and satellite transmission. In order to guarantee high quality services to our end customers, our submarine cables and satellite transmission systems are linked to various points-of-presence in the United States, Asia and Europe. In addition, our international telecommunications networks are directly linked to approximately 210 telecommunications service providers in various international destinations and are routed through our three international switching centers in Seoul, Daejeon and Busan.

Our international Internet backbone with capacity of 1,088 Gbps is connected to approximately 200 Internet service providers through our two Internet gateways in Hyehwa and Guro. In addition, we operate a video backbone with capacity of 1.5 Gbps to transmit video signals from Korea to the rest of the world.

Satellites

Koreasat 6 (launched in 2010), Koreasat 8 (launched in 2014 and of which we own 12 transponders), Koreasat 7 (launched in May 2017) and Koreasat 5A (launched in October 2017) are all in operation, providing broadcasting, video distribution and broadband data services in selected areas. The rights and interests regarding Koreasat 3 are currently subject to an International Chamber of Commerce arbitration and a proceeding in the U.S. district court in New York. See “—Item 4.B. Business Overview—Our Services—Other Businesses” and “Item 8. Financial Information—Item 8.A. Consolidated Financial Statements and Other Financial Information—Legal Proceedings.”

International Submarine Cable Networks

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

 

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

 

    a 1.7% interest in the 39,000-kilometer Southeast Asia-Middle East-Western Europe 3 Cable Network linking 34 countries, activated since December 1999;

 

    a 4.0% interest in the 19,000-kilometer Asia Pacific Cable Network 2 connecting Korea, China, Japan, Taiwan, Hong Kong, Philippines, Singapore and Malaysia, activated since December 2001;

 

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

 

    a 13.1% interest in the 16,500-kilometer Trans Pacific Express Cable Network linking Korea, China, Taiwan and the United States, activated since September 2008;

 

    a 8.5% interest in the 11,000-kilometer Asia Pacific Gateway linking Korea, China, Japan, Thailand, Taiwan, Hong Kong, Vietnam, Singapore and Malaysia, activated since October 2016; and

 

    a 16.7% interest in the 14,000-kilometer New Cross Pacific linking Korea, China, Japan, Taiwan and the United States, which is expected to be activated in the first quarter of 2018.

 

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

Item 4A. Unresolved Staff Comments

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

Item 5. Operating and Financial Review and Prospects

Item 5.A. Operating Results

The following discussion and analysis is based on our consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB.

Overview

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

Since 2016, our operating segments for financial reporting purposes have been organized as the following:

 

    the Customer/Marketing Group, which engages in providing various telecommunication services to individual/home/corporate customers and the convergence business,

 

    the Finance Group, which engages in providing various financial services such as credit card services,

 

    the Satellite TV Group, which engages in satellite TV services, and

 

    the Others Group, which includes (i) security services, (ii) satellite service, (iii) information technology and network services, (iv) global business services that provides global network services to multinational or domestic corporate customers and telecommunications companies, (v) sale of handsets and (vi) real property development and leasing services and other services provided by our subsidiaries.

Prior to 2016, we had three operating segments: (i) Customer/Marketing Group, (ii) Finance Group and (iii) Others Group. In 2016, our satellite TV services was classified as a new segment, the Satellite TV Group, in accordance with the requirements of IFRS 8 (Operating Segments). The segment results for 2015, 2016 and 2017 are reported in accordance with the current segment classification of four operating segments. See Note 33 to the Consolidated Financial Statements.

We disposed of our interests in two of our subsidiaries, KT Rental Co., Ltd. and KT Capital Co., Ltd., in June 2015 and August 2015, respectively. The profit and loss on the related operations of KT Rental Co., Ltd. and KT Capital Co., Ltd. are presented as discontinued operations.

 

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

 

    acquisition of new bandwidths and usage fees for such bandwidths;

 

    researching and implementing technology upgrades and additional telecommunication services such as 5G technologies;

 

    changes in the rate structure for our services;

 

    acquisitions and disposals of interests in subsidiaries and joint ventures; and

 

    handset subsidies.

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

Acquisition of New Bandwidth and Usage Fees for Such Bandwidths

One of the principal limitations on a wireless network’s subscriber capacity is the amount of bandwidth spectrum allocated to a service provider. The growth of our mobile telecommunications business and the increase in usage of wireless data transmission services have been significant factors in the increased utilization of our bandwidth, since wireless data applications are generally more bandwidth-intensive than voice services. The current trend of increasing data transmission use and the increasing sophistication of multimedia content is likely to put additional strain on the bandwidth capacity of mobile service providers. We have acquired various licenses in recent years to secure additional bandwidth capacity to provide our broad range of services, for which we typically pay a portion of the actual sales generated from using the bandwidth during the license period as a usage fee, as well as a portion of expected sales as determined by the MSIT at the time of allocation.

In August 2011, the KCC auctioned the rights to use the 20 MHz of bandwidth in the 1.8 GHz spectrum that we relinquished in June 2011, 10 MHz of additional bandwidth in the 800 MHz spectrum and 20 MHz of additional bandwidth in the 2.1 GHz spectrum. We acquired the right to use the 10 MHz of bandwidth in the 800 MHz spectrum, for a total usage fee of 261 billion to be paid during the license period of 10 years. We have not utilized 10 MHz of bandwidth in the 800 MHz spectrum due to the unavailability of requisite technologies and have recorded impairment loss of 185 billion for the non-usage in 2015. Due to such non-usage, in January 2018, the MSIT decided to shorten the license period from 10 years to 8 years. In March 2012, our right to use 30 MHz of bandwidth in the 2.3 GHz spectrum that we had been using to provide WiBro services was renewed with the licensing period of 7 years for the license to expire in March 2019.

In August 2013, the MSIP further auctioned 50 MHz of bandwidth in the 1.8 GHz spectrum, which had been used by governmental entities such as the military, and 80 MHz of bandwidth in the 2.6 GHz spectrum, which had been used for digital multimedia broadcasting services. We acquired the right to use 15 MHz of bandwidth in the 1.8 GHz spectrum, for which we are required to pay a total

 

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usage fee of approximately 900 billion during a license period of eight years. SK Telecom acquired the right to use 35 MHz of bandwidth in the 1.8 GHz spectrum and LG U+ acquired the right to use 40 MHz of bandwidth in the 2.6 GHz spectrum. In September 2013, we commenced providing wideband LTE services, which utilizes our adjoining 20 MHz of bandwidth in the 1.8 GHz spectrum to provide transmission speed of up to 150 Mbps, twice faster than those offered under standard LTE services. SK Telecom also began providing its wideband LTE services in September 2013 and LG U+ commenced providing its wideband LTE services in January 2014. In March 2014, our wideband LTE services covered five metropolitan cities in Korea, and we expanded our wideband LTE services to all of Korea in July 2014. Furthermore, in March 2014, we commercialized Wideband LTE-A services, which interconnects our 20 MHz of bandwidth in the 1.8 GHz spectrum used to offer wideband LTE services with the 10 MHz of bandwidth in the 900 MHz spectrum used to offer standard LTE services by utilizing inter-band carrier aggregation technology to support transmission speed of up to 225 Mbps, and began additionally interconnecting 10 MHz of bandwidth in the 2.1 GHz spectrum in January 2015 to support transmission speed of up to 300 Mbps under the “Wideband LTE-A X4” service.

In May 2016, the MSIP auctioned 40 MHz of bandwidth in the 700 MHz spectrum, 20 MHz of bandwidth in the 1.8 GHz spectrum, 20 MHz of bandwidth in the 2.1 GHz spectrum, 40 MHz of bandwidth in the 2.6 GHz spectrum and 20 MHz of bandwidth in the 2.6 GHz spectrum. We acquired the right to use 20 MHz of bandwidth in the 1.8 GHz spectrum for which we are required to pay a total usage fee of approximately 470 billion during a license period of 10 years. SK Telecom acquired the right to use 40 MHz of bandwidth in the 2.6 GHz spectrum and 20 MHz of bandwidth in the 2.6 GHz spectrum and LG U+ acquired the right to use 20 MHz of bandwidth in the 2.1 GHz spectrum. The right to use 40 MHz of bandwidth in the 700 MHz spectrum was not purchased by any company. We currently use 20 MHz of bandwidth in the 1.8 GHz spectrum to provide Wideband LTE-A services.

In December 2017, the MSIT made an announcement that it plans to auction additional bandwidth in June 2018 to enable provision of 5G services by telecommunications companies.

Researching and Implementing Technology Upgrades and Additional Telecommunication Services

The telecommunications industry is characterized by continual advances and improvements in telecommunications technology, and we have been continually researching and implementing technology upgrades and additional telecommunication services to maintain our competitiveness. For example, we are continually upgrading our broadband network to enable better FTTH connection, which provides speed of up to 1 Gbps and better connection quality. FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cables extending from the telecommunications operator’s switching equipment to the boundary of home or office. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH enables us to deliver enhanced products and services that require high bandwidth, such as IPTV, and other digital media content with stronger stability.

In addition, we have been building more advanced mobile telecommunications networks based on LTE technology, generally referred to as “4G” technology, and commenced providing commercial 4G LTE services in the Seoul metropolitan area in January 2012. We completed the expansion of our 4G LTE service coverage nationwide in October 2012. We commenced providing wideband LTE services in September 2013, which we expanded nationwide in July 2014, and commercialized Wideband LTE-A services in March 2014, and began additionally interconnecting 10 MHz of bandwidth in the 2.1 GHz spectrum in January 2015 to support transmission speed of up to 300 Mbps under the “Wideband LTE-A X4” service, as discussed above. Furthermore, we are continuing our efforts to develop the fifth generation, “5G” technology, to carry out our plan to commercialize the 5G services by the end of 2019, one year ahead of our initial plan. In this effort, we unveiled the world’s first 5G trial

 

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services at the PyeongChang 2018 Winter Olympics. In October 2017, “5G Network Slice Orchestration” technology, independently developed by us, was approved by the International Telecommunication Union, a specialized Information & Communication Technology agency of the United Nations, as part of the 5G standard technology.

Changes in the Rate Structure and Fee Discounts for Our Services

Periodically, we adjust our rate structure for our services. For example, we completely abolished our mobile activation fee in March 2015 in line with government policy objectives. In order to mitigate the impact from lower usage charges of local and domestic long-distance calls, we have increased our basic monthly charges and offer various optional flat rate plans for our fixed-line subscribers. Such adjustments in the rate structure have increased the portion of fixed income and stabilized our cash flow. In addition, because the growing use of mobile telecommunications services has decreased the usage of our fixed-line telephone services, we believe we are able to maximize our revenues from fixed-line telephone services by adjusting the rate structure so as to increase our basic monthly charges. We also provide bundled packages of our various services at a discount in order to attract additional subscribers to our new services. We currently bundle our broadband Internet access service with IPTV, Internet phone, fixed-line telephone service, and mobile services, at a discount. In July 2016, we lowered our early termination fee for our broadband Internet access service, Internet phone or IPTV or such products bundled with our fixed-line telephone service.

The MSIT, in consultation with the Ministry of Strategy and Finance, currently approves rates charged by us for local telephone service. The form of our standard agreement for providing local network service and each agreement for interconnection with other service providers must also be reported to the MSIT. In addition, the MSIT currently does not regulate our domestic long-distance, international long-distance, broadband Internet access and mobile service rates, but it periodically announces public policy guidelines or suggestions on tariffs for non-regulated services, which we have followed in the past. For a discussion of adjustments in our rate structure, see “Item 4. Information on the Company—Item 4.B. Business Overview—Revenues and Rates.”

After the inauguration of the new President of Korea, Mr. Jae-in Moon, the Government announced plans to reduce telecommunication service fees and rates. On July 21, 2017, the MSIT announced its plan to require provision of “universal” mobile subscription plans sometime in 2018. According to the current draft of the proposed revision to the Telecommunications Business Act, subject to approval by the National Assembly, the dominant network service provider (which is SK Telecom) shall be required to provide a mobile subscription plan priced at 20,000 per month (at a significant discount to the rates for currently available mobile subscription plans) which allows data use of between 1 and 1.4 GB and 200 call minutes. On November 10, 2017, the MSIT formed a policy discussion group, the Telecom Policy Committee, with approximately 20 committee members, including industry experts from us, SK Telecom, LG U+, customer representatives, researchers and government officials. The Telecom Policy Committee held discussion sessions twice per month until February 2018 to review and discuss the Government’s plan to adopt “universal” mobile subscription fees and other policy ideas of the Government to reduce mobile service fees paid by individuals (such as providing additional tariff discount to the elderly, lowering the entry barriers to new telecommunications service providers and introduction of the “Terminal Self-Sufficiency System” under which mobile subscribers can purchase unlocked smartphones that are not tied to mobile service providers from manufacturers or vendors). In March 2018, the Telecom Policy Committee submitted the summary of its discussions to the MSIT and the National Assembly. In addition, in September 2017, the MSIT confirmed its policy directives to increase the maximum tariff discount to 25% from the prior 20% (see “—Handset Subsidies”) and to provide additional tariff reductions of 11,000 per month to certain low-income subscribers on Government welfare. In response to the policy directives, we increased the maximum tariff discount to 25% on September 15, 2017 and started to provide

 

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additional tariff reductions of 11,000 per month to the subscribers on Government welfare on December 22, 2017. As of December 31, 2017, we provided the additional tariff reductions to approximately 0.8 million subscribers on Government welfare.

Acquisitions and Disposals of Interests in Subsidiaries and Joint Ventures

One key aspect of our overall business strategy calls for acquisitions of businesses and entering into joint ventures that complement or diversify our current business, as well as disposal or termination of such businesses from time to time. The following summarizes our recent acquisitions and disposals:

 

    in October 2011, we, through our former subsidiary KT Capital Co., Ltd., acquired an additional 1,622,520 common shares of BC Card Co., Ltd. from Woori Bank, Busan Bank and Shinhan Card for approximately 252 billion, to further diversify our business and to create synergies through utilization of our mobile telecommunications network in financial services, thereby increasing our ownership interest in BC Card Co., Ltd. to 38.9%, making it our consolidated subsidiary as a result of deemed control starting in October 2011. We acquired an additional 1,349,920 common shares of BC Card Co., Ltd. in January 2012 for approximately 287 billion, and owned a 69.5% interest in BC Card Co., Ltd. as of December 31, 2017. The profit and loss on the related operations of KT Capital Co. Ltd. are presented as discontinued operations.

 

    in October 2014, we acquired 4,000,000 treasury shares of ktis Corporation, an equity-method investee which provides telephone number directory services, for approximately 14 billion (and the book value of the company being 36 billion at the time of the consolidation), thereby increasing our ownership percentage to 29.3% of all issued and outstanding capital as of December 31, 2015 and making it our consolidated subsidiary as a result of deemed control starting from October 2014. See Note 1 to the Consolidated Financial Statements.

 

    in October 2014, we, through our subsidiary KT Hitel Co., Ltd., acquired 4,800,000 treasury shares of ktcs Corporation, an equity-method investee which provides telephone number directory services, for approximately 14 billion (and the book value of the company being 37 billion at the time of consolidation), thereby increasing our ownership percentage to 30.9% of all issued and outstanding capital as of December 31, 2015 and making it our consolidated subsidiary as a result of deemed control starting from October 2014. See Note 1 to the Consolidated Financial Statements.

 

    starting in July 2012, KT Rental Co., Ltd., our then-58.0% owned subsidiary, became our consolidated subsidiary as a result of the acquisition of KT Rental Co., Ltd.’s common stock by Hana Daetoo Securities Co., Ltd. and other investors from the then-second largest shareholder in July 2012, and the restriction on our control over KT Rental Co., Ltd. pursuant to a shareholders’ agreement being resolved as a result. The sale of KT Rental Co., Ltd. to the Lotte Group for 1.01 trillion (with proceeds to KT Corporation being 763 billion) was completed in June 2015. The profit and loss on the related operations of KT Rental Co. Ltd. are presented as discontinued operations. See Note 39 to the Consolidated Financial Statements.

Our financial condition and results of operations may be affected as a result of such acquisitions, disposals or consolidation. Furthermore, pursuing acquisitions, joint venture and certain investment transactions also requires significant capital, and as we pursue further growth opportunities for the future, we may need to raise additional capital by incurring loans or through the issuances of bonds or other securities in the international capital markets, which may lead to increased levels of debt and debt servicing costs in the future.

 

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Handset Subsidies

In March 2008, the Government removed a prohibition on the provision of handset subsidies and allowed mobile service providers to subsidize the purchase of new handsets by certain qualifying customers. We began providing such handset subsidies, which increased, and may in the future increase, our marketing expenses. We provide handset subsidies to subscribers who agree to use our service for a predetermined service period and purchase handsets on an installment basis. Generally, handset subsidies may be provided to any subscriber that uses our service and purchases handsets either directly from us or through third parties. Since we do not recognize revenues from sales of handsets by third parties, the trends between our handset sales and our provision for handset subsidies are not necessarily correlated. The amount recognized as a provision for handset subsidies is our best estimate of the expenditure required to settle current obligations to relevant subscribers at the end of the reporting period. This subsidy amount is the sum of the present values of the monthly balances for handset subsidies over the relevant service periods, taking into account the customer retention rate for relevant subscribers. In May 2010, the KCC announced a guideline recommending that telecommunication service providers limit their marketing expenses to 22.0% of their annual sales, and the limit was subsequently lowered to 20.0% of their annual sales for the years 2013, 2012 and 2011. Such marketing expenses included initial commissions, monthly commissions and retention commissions paid to our authorized dealers and subscribers, including handset subsidies, but did not include advertising expenses. While the guideline was not binding, we, as well as our competitors, nonetheless tried to adhere to such guideline when feasible. Furthermore, failure to comply with rules, regulations and corrective orders may lead to suspension of our business or imposition of monetary penalties.

For example, in December 2013, the KCC imposed a combined fine of approximately 106 billion on SK Telecom, LG U+ and us (our fine being approximately 30 billion), which is the largest fine ever imposed by the KCC on local mobile operators for providing excessive subsidies to new subscribers. In March 2014, the MSIP imposed a 45-day suspension on each of us, SK Telecom and LG U+ from accepting new subscribers as a result of continuing to offer excessive handset subsidies to new subscribers, despite the order from the KCC prohibiting such subsidies. In August 2014, the KCC imposed a combined fine of approximately 58 billion on SK Telecom, LG U+ and us (our fine being approximately 11 billion) for providing excessive handset subsidies, and also imposed temporary suspensions on accepting new subscribers for seven days on SK Telecom and LG U+. In December 2014, the KCC imposed a fine of approximately 8 billion on each of SK Telecom, LG U+ and us for providing excessive handset subsidies. In March 2015, the KCC also imposed a combined fine of approximately 34 billion on SK Telecom, LG U+ and us (our fine being approximately 9 billion) for violation of regulations relating to handset sales, in connection with a used handset buyback program that we and the other telecommunications operators were promoting. On March 12, 2015, the KCC imposed a fine of 870 million for violation of restrictions on handset subsidies relating to our compensation program for used handsets. Any further suspension of our business or imposition of monetary penalties by the Government could have a material adverse effect on our business.

Furthermore, on October 1, 2014, the Handset Distribution Reform Act, which seeks to lower the cost of communication for the general public and reduce handset factory prices by establishing fair and transparent order in the distribution of mobile telecommunication devices, went into effect. The Handset Distribution Reform Act regulates, among other matters, the sale and subsidies of mobile devices such as smartphones, with one of its purposes being to induce telecommunication operators to compete in lowering the costs of communications and encourage the manufacturers to reduce handset factory prices, while improving service quality. Under the Handset Distribution Reform Act, consumers may not be discriminated in terms of subsidies based on their age, place of residence or monthly subscription plan when using their existing mobile phones, buying a new phone or switching their mobile carriers. Furthermore, everyone, regardless of their status, is entitled to receive either a

 

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handset subsidy for the purchase of mobile phone models that were launched within the last 15 months, or a tariff discount (with the current discount rate set at 25%, effective since September 15, 2017). Prior to October 1, 2017, the maximum amount of handset subsidy that telecommunications operators and handset manufacturers may offer was determined by Korean telecommunication regulators (such limit to be determined between 250,000 and 350,000, and may be adjusted every six months, with the limit set at 330,000, effective since April 8, 2015). The maximum amount of the handset subsidy was phased out as of October 1, 2017 as initially scheduled under the Handset Distribution Reform Act. On September 15, 2017, in compliance with the policy initiatives announced by the MSIT, we increased the maximum tariff discount to 25% from the prior 20% (which was in effective since April 24, 2015). According to the Government, excessive handset subsidies may cause mobile subscribers to subscribe to more expensive monthly plans in return for greater handset subsidies or may cause handset vendors to provide discriminatory subsidies based on consumers’ age, residence and subscription plan, among others. It was reported that the Government plans to introduce measures to curb excessive competition for handset subsidies such as guidelines on subsidies for online handset sales and requirement for public disclosure of the portion or amount of handset subsidies provided by each party involved in handset sales. Telecommunications operators are also required to publicly announce the amount of handset subsidy that they offer, which may not be readjusted within one week after such announcement. In addition, telecommunications operators are prohibited from using misleading or exaggerated advertisements, such as advertisements that mobile phones are free without adequately explaining that it is preconditioned on signing up for high-priced monthly subscription plans.

Critical Accounting Policies

We have prepared our consolidated financial statements in accordance with IFRS as issued by the IASB. These accounting principles require our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the years reported. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. On an on-going basis, management evaluates its estimates. Actual results may differ from those estimates under different assumptions and conditions.

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

These critical accounting estimates include:

 

    allowances for doubtful accounts;

 

    useful lives of property, equipment, intangible assets and investment property;

 

    impairment of long-lived assets, including goodwill;

 

    valuation and impairment of investment securities;

 

    income taxes;

 

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    deferred revenue relating to service installation fees and initial subscription fees;

 

    post-employment benefit liabilities; and

 

    provisions.

Allowances for Doubtful Accounts

Allowance for doubtful accounts is our best estimate of the amount of impairment losses incurred on our existing notes and accounts receivable. We determine the allowance for doubtful notes and accounts receivable based on an aging analysis of balances, historical write-off experience, customer’s or counterparty’s credit ratings and changes in payment terms. Account balances are charged off against the allowance when all means of collection have been exhausted and the potential for recovery is considered remote. Our past experience shows that the possibility of collection is remote after three years of collection effort.

Changes in the allowances for doubtful accounts for our trade and other receivables in the three-year period ended December 31, 2017 are summarized as follows:

 

     Year Ended December 31,  
     2015     2016     2017  
     (In millions of Won)  

Balance at beginning of year

   838,699     719,583     612,487  

Provision

     141,555       92,711       44,697  

Reversal or written-off

     (168,663     (189,156     (131,341

Changes in the scope of consolidation

     (86,484     271       (142

Others

     (5,524     (10,922     (1,902
  

 

 

   

 

 

   

 

 

 

Balance at end of year

   719,583     612,487     523,799  
  

 

 

   

 

 

   

 

 

 

If economic or specific industry trends change, we would adjust our allowances for doubtful accounts by recording additional expense or benefit.

Useful Lives of Property, Equipment, Intangible Assets and Investment Property

Property and equipment, intangible assets and investment properties (excluding land, condominium memberships, golf club memberships and broadcasting concession) are depreciated using the straight-line method over their useful lives as disclosed in Note 3.8 to the Consolidated Financial Statements. An asset’s residual value and useful lives are reviewed and adjusted at the end of each financial reporting period, and are based on historical experience with similar assets as well as taking into account anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation expense in future periods. A decrease of remaining estimated useful life by one year of our property and equipment would result in an increase of depreciation expense of approximately 200 billion in 2017.

Impairment of Long-Lived Assets, including Goodwill

Long-lived assets generally consist of property and equipment and intangible assets, including goodwill. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In addition, we evaluate our long-lived assets for impairment each year as part of our annual forecasting process. An impairment loss would be recognized when the asset’s recoverable amount is less than its carrying amount. The recoverable amount of a long-lived asset is the greater of an asset’s fair value less costs to sell and its

 

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value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). The recoverable amounts of cash-generating units are based on their value in use calculated by applying the annual discount rate ranging from 8.95% to 14.62% (depending on the segment) to the estimated future cash flows based on financial budgets for the next five years. An annual growth rate of 0.0% to 1.0% was applied for the cash flows expected to be incurred after five years. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated recovery value. For example, in 2015, we recognized 185 billion of impairment loss in connection with the non-usage of 10 MHz of bandwidth in the 800 MHz spectrum. We also recognized 78 billion of impairment loss on goodwill allocated to our Satellite TV segment and 29 billion on indefinite-lived intangible assets which resulted from increasing competition among providers of Internet, IPTV, cable TV services.

Goodwill represents the excess of purchase price paid over the fair value assigned to the identifiable net assets of acquired businesses. The determination of the fair values of goodwill is based on management’s judgment on the expected cash flows of the cash-generating units to which the goodwill is allocated, taking market demand, competition and other economic factors into consideration. The determination of impairments of goodwill involves the use of estimates that include, but are not limited to, the cause, timing and amount of the impairment. Impairment is based on a large number of factors, such as changes in current competitive conditions, expectations of growth in the telecommunications industry, a decline in our expected future cash flows, changes in the future availability of financing, technological obsolescence, discontinuance of services, current replacement costs and prices paid in comparable transactions. For example, in 2017, we recognized impairment losses of 78 billion on goodwill allocated to KT Skylife primarily due to a decrease in the expected recoverable amount resulting from a decrease in KT Skylife’s market value in 2017. See Note 12 of the Consolidated Financial Statements.

Valuation and Impairment of Financial Assets

The fair value of financial instruments, including derivative instruments, which are not traded in an active market, is determined by using valuation techniques. Our management uses its judgment to select a variety of methods and makes assumptions that are mainly based on market conditions existing at the end of each reporting period.

We record rights and obligations arising from derivative instruments as assets and liabilities, which are stated at fair value. Gains and losses that result from a change in the fair value of derivative instruments are recognized in current earnings. However, for derivative instruments that qualify for cash flow hedge accounting, the effective portion of the gain or loss on the derivative instruments are recorded as gain or loss on valuation of derivatives for cash flow hedge included in accumulated other comprehensive income or loss, as applicable.

For financial assets, including assets carried at amortized cost and those classified as available-for-sale, we make an annual assessment at the end of each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. For financial assets carried at amortized cost and available-for-sale debt assets, such asset is considered impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events (a “loss event”) that occurred after the initial recognition of the financial asset, which had an impact on the estimated future cash flows of the financial asset that can reliably be estimated. For equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost, in addition to circumstances described below, may be considered as evidence that the asset is impaired.

 

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For assets carried at amortized cost, the amount of impairment is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the asset’s original effective interest rate, and the carrying amount of the asset is reduced and the amount of loss is recognized in the statement of income. Loss on such asset may also be measured based on observable market price if there is an active market for the asset. For assets classified as available-for-sale, the cumulative loss, measured as the difference between the acquisition cost and the current fair value and recognized as accumulated other comprehensive income, less any impairment loss on such financial asset previously recognized in profit or loss, is removed from equity and recognized in the statement of income.

Significant management judgment is involved in evaluating whether a loss event has occurred. The estimates and assumptions used by management to evaluate whether a loss event has occurred can be impacted by many factors, such as the financial condition, earnings capacity and near-term prospects of the company in which we have invested, breach of contract such as default or delinquency in payments, disappearance of an active market for the financial asset and other adverse changes in the payment status of borrowers in the portfolio. The evaluation of these investments is also subject to the overall condition of the economy and its impact on the capital markets.

Income Taxes

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

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

Deferred Revenue relating to Service Installation Fees and Initial Subscription Fees

We charge service installation fees and initial subscription fees related to activation of many of our services, which are deferred and recognized as revenue over the expected terms of customer relationships. Our estimate of expected terms of customer relationship is based on the historical rate, which may differ in the future. If the management’s estimation is amended, it may cause significant differences in the timing of revenue recognition and amount recognized.

Post-employment Benefit Liabilities

Our accounting of post-employment benefits, which mainly consist of a defined benefit plan (we began offering a defined contribution plan in December 2012), involves judgments about uncertain events including discount rates, life expectancy and future pay inflation. Any changes in these assumptions will impact the carrying amount of the defined benefit liability. The discount rates used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit liability, are determined at the end of each reporting period by reference to the yield at the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of

 

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our benefits obligations and that are denominated in the same currency in which the benefits are expected to be paid. Other key assumptions for defined benefit liability are based in part on current market conditions. For defined contribution plans, we pay contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis, and we have no further payment obligations once the contributions have been paid.

Provisions

We recognize provisions at the end of the reporting period when we have a present legal or constructive obligation, such as litigation or assets retirement obligations, as a result of past events and an outflow of resources required to settle the obligation is probable and can be reliably estimated. We measure provisions at the present value of the expenditures expected to be required to settle the obligation, which are estimated based on factors such as historical experience. We do not recognize provisions for future operating losses and recognize as interest expense any increase in the provisions due to passage of time. See Notes 2.22, 3.7 and 16 to the Consolidated Financial Statements.

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

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

In relation to presentation of operating profit, certain accounts or transactions which are included in operating income or expenses under IFRS as issued by the IASB, are excluded from operating income or expenses under K-IFRS. Additionally, under K-IFRS, revenue from the development and sale of real estate is recognized using the percentage of completion method. However, under IFRS as issued by the IASB, revenue from the development and sale of real estate is recognized when an individual unit of residential real estate is delivered to the buyer. As a result, the presentation of operating results in our consolidated statements of operations prepared in accordance with IFRS as issued by the IASB included in this annual report differs from the presentation of operating results in our consolidated statements of operations prepared in accordance with K-IFRS. The table below sets forth a reconciliation of our operating profit and net income or loss as presented in our consolidated statements of operations prepared in accordance with IFRS as issued by the IASB for each of the years ended December 31, 2015, 2016 and 2017 to our operating profit and net income or loss in our consolidated statements of operations prepared in accordance with K-IFRS, for each of the corresponding years, taking into account such differences:

 

     For the Year Ended December 31,  
     2015      2016      2017  
     (In millions of Won)  

Operating profit (loss) under IFRS as issued by the IASB

   1,077,068      1,339,780      1,069,092  

Effect of changes in operating income presentation

     207,165        96,602        286,161  

Revenue recognition of development and sale of real estate

     8,711        3,597        20,033  
  

 

 

    

 

 

    

 

 

 

Operating profit (loss) under K-IFRS

   1,292,944      1,439,979      1,375,286  
  

 

 

    

 

 

    

 

 

 

 

     For the Year Ended December 31,  
             2015                     2016                     2017          
     (In millions of Won)  

Net income (loss) under IFRS as issued by the IASB

   624,685     795,117     546,341  

Profit before income tax

      

Revenue recognition of development and sale of real estate

     8,711       3,597       20,033  

Income tax

     (2,108     (870     (4,848
  

 

 

   

 

 

   

 

 

 

Net income (loss) under K-IFRS

   631,288     797,844     561,526  
  

 

 

   

 

 

   

 

 

 

 

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Recent Accounting Pronouncements under IFRS

For a summary of new standards, amendments and interpretations issued under IFRS as issued by the IASB but not effective for 2017, and which have not been adopted early by us, see Note 2.2 to the Consolidated Financial Statements.

Operating Revenues and Operating Expenses

Operating Revenues

Our operating revenues primarily consist of:

 

    fees related to our mobile services, including monthly fees, usage charges for outgoing calls, usage charges for wireless data transmission, contents download fees, mobile-to-mobile interconnection revenues and value-added monthly service fees;

 

    fees from our fixed-line services, including:

 

  Ø   fees from our fixed-line telephone services, which include:

 

  Ø   monthly basic charges, which are one-time or monthly fixed charges primarily consisting of (i) non-refundable installation fees; and (ii) basic monthly charges from local telephone services (or fixed monthly charges for discount plans);

 

  Ø   monthly usage charges, which are usage fees based on the amount of services used, primarily consisting of (i) monthly usage charges for local telephone and domestic long distance services; (ii) international long-distance service revenues, (primarily (a) amounts we bill to our customers for outgoing calls made to foreign countries, (b) amounts we bill to foreign telecommunications carriers for connection to the domestic telephone network in respect of incoming calls at the applicable settlement rate, and (c) other revenues, including revenues from international leased lines); (iii) land-to-mobile and land-to-land interconnection revenues; (iv) interconnection fees we charge to fixed-line and mobile service providers and voice resellers for their use of our local, domestic long-distance and international networks in providing their services; and

 

  Ø   other revenues from (i) value-added services, including “1588” intelligent network call services, local telephone directory assistance, call waiting and caller identification services; and (ii) local, domestic long-distance and international calls placed from public telephones.

 

  Ø   Internet service revenues which consist of:

 

  Ø   broadband Internet access service revenues, primarily consisting of installation fees and basic monthly charges; and

 

  Ø   other Internet-related service revenues related to our infrastructure and solution services for business enterprises, IPTV and network portal services;

 

  Ø   data communication service revenues, primarily consisting of installation fees and basic monthly charges for our leased line services and Kornet Internet connection service and revenues from our satellite services;

 

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    revenues from goods sold that are generated primarily by sale of mobile handsets and specially designed phones for fixed-line and mobile convergence services, net of any subsidies paid directly to customers, as well as certain sales by our consolidated subsidiaries, such as sale of real estate properties developed by KT Estate;

 

    financial service revenues, primarily consisting of fees from credit card services provided by BC Card Co., Ltd., our consolidated subsidiary; and

 

    other revenues that are primarily derived from information technology and network services, satellite services, security services and real estate leasing services.

Operating Expenses

Our operating expenses primarily include:

 

    salaries and wages, including post-employment benefits, termination benefits (including severance benefits for voluntary and special early retirements) and share-based payments;

 

    depreciation expenses incurred primarily in connection with our telecommunications network facilities;

 

    purchase of inventories, primarily consisting of (i) inventories purchased for our sale of mobile handsets and specially designed phones for fixed-line mobile convergence services and (ii) development expenses of KT Estate for real estate units to be sold, and changes of inventories, which reflects increases or decreases of inventories of handsets, phones and for-sale real estate units during the applicable period;

 

    card service costs, primarily consisting of costs in connection with credit card services provided by BC Card Co., Ltd., including fees paid to member credit card companies in our network for marketing expenses and for costs associated with the present value and default risks of installment card charges which are borne by such member companies;

 

    sales commissions, primarily consisting of sales commissions to third-party dealers related to procurement of mobile subscribers and mobile handset sales;

 

    commissions, primarily consisting of commission-based payments for certain third-party outsourcing services, including commissions to the outsourced call center staff;

 

    service cost, primarily consisting of payments for certain third-party outsourcing services, including payments for software development and design, data analysis and processing, and installment and maintenance of IT and satellite equipment; and

 

    interconnection charges, which are interconnection payments to telecommunication service providers for calls from landline users and our mobile subscribers to our competitors’ subscribers.

 

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Operating Results—2016 Compared to 2017

The following table presents selected income statement data and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
    Changes  
     2016 vs. 2017  
     2016     2017     Amount     %  
     (In billions of Won)  

Operating revenues

   23,121     23,547     426       1.8

Revenue

     22,755       23,260       505       2.2  

Others

     366       287       (79     (21.6

Operating expenses

     21,781       22,478       697       3.2  
  

 

 

   

 

 

   

 

 

   

Operating profit (loss)

     1,340       1,069       (271     (20.2

Finance income

     296       406       110       37.2  

Finance costs

     (515     (645     (130     25.2  

Income from joint ventures and associates

     3       (14     (17     N.M.  
  

 

 

   

 

 

   

 

 

   

Profit (loss) from continuing operations before income tax

     1,123       817       (306     (27.2

Income tax expense (benefit)

     328       271       (57     (17.4

Profit (loss) for the period from continuing operations

     795       546       (249     (31.3

Profit from discontinued operations

                        
  

 

 

   

 

 

   

 

 

   

Profit (Loss) for the period

   795     546     (249     (31.3
  

 

 

   

 

 

   

 

 

   

 

N.M. means not meaningful.

Operating Revenues

The following table presents a breakdown of our operating revenues and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
     Changes  
        2016 vs. 2017  
     2016      2017      Amount     %  
     (In billions of Won)  

Mobile services

   7,366      7,122      (244     (3.3 )% 

Fixed-line services

     6,917        7,121        204       2.9  

Fixed-line telephone services:

          

Monthly Basic Charges

     616        705        89       14.4  

Monthly Usage Charges

     855        770        (85     (9.9

Others

     581        359        (222     (38.2
  

 

 

    

 

 

    

 

 

   

Sub-total

     2,053        1,834        (219     (10.7

Internet services:

          

Broadband Internet access service

     2,040        2,082        42       2.1  

Other Internet-related services

     1,799        2,139        340       18.9  
  

 

 

    

 

 

    

 

 

   

Sub-total

     3,839        4,221        392       10.2  

Data communication services

     1,025        1,066        41       4.0  

Sale of goods

     2,808        3,489        681       24.3  

Financial services

     3,568        3,629        61       1.7  

Other

     2,462        2,186        (276     (11.2
  

 

 

    

 

 

    

 

 

   

Total operating revenues

   23,121      23,547      426       1.8
  

 

 

    

 

 

    

 

 

   

Total operating revenues increased by 1.8%, or 426 billion, from 23,121 billion in 2016 to 23,547 billion in 2017 primarily due to increases in the revenues from sale of goods and our Internet services, the impact of which was partially offset in part by decreases in the revenues from our mobile services and fixed-line telephone services.

 

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Mobile Services

Our mobile services revenues decreased by 3.3%, or 244 billion, from 7,366 billion in 2016 to 7,122 billion in 2017 primarily due to a decrease in our average revenue per user and, to a lesser extent, an increase in the maximum tariff discount to 25% from the prior 20%. Our average revenue per user decreased mainly due to many of our new mobile subscribers being subscribers for their second mobile devices with economic rate plans providing lower monthly rates. The increase in the maximum tariff discount came into effect as of September 15, 2017 and many of our subscribers paid lower fees since then. The decrease in mobile service revenues was partially offset by a 5.9% increase in our mobile subscribers from approximately 18,892,000 as of December 31, 2016 to approximately 20,015,000 as of December 31, 2017.

Fixed-line Services

Our fixed-line services revenues in the aggregate increased by 2.9%, or 204 billion, from 6,917 billion in 2016 to 7,121 billion in 2017 primarily due to increases in Internet services revenues and data communication services revenues, the impact of which was partially offset by a decrease in our fixed-line telephone services revenues.

Fixed-line Telephone Services. Our fixed-line telephone services revenues decreased by 10.7%, or 219 billion, from 2,053 billion in 2016 to 1,834 billion in 2017 due to decreases in other fixed-line telephone services revenues and monthly usage charges, which was partially offset by an increase in monthly basic charges. Our other fixed-line telephone service revenue decreased primarily due to the continuing erosion of fixed-line services by mobile telephone services, Internet phone services and other VoIP services, as well as a decrease in the number of lines in service from 11.9 million in 2016 to 11.2 million in 2017. Our monthly usage charges decreased primarily due to the continuing decrease in the usage of fixed-line services. Our domestic long-distance call minutes decreased from 1.5 billion in 2016 to 1.1 billion in 2017 and local call pulses from 2.2 billion in 2016 to 1.6 billion in 2017. Our monthly basic charges increased primarily due to an increase in subscribers to our unlimited fixed-line telephone service plan in 2017 which offers unlimited call minutes for fixed monthly basic charges priced higher than previous plans with lower monthly basic charges and additional usage charges.

Internet Services. Our Internet service revenues increased by 10.0%, or 382 billion, from 3,839 billion in 2016 to 4,221 billion in 2017 primarily due to an increase in the number of IPTV subscribers from approximately 7.0 million as of December 31, 2016 to approximately 7.5 million as of December 31, 2017 and an increase in the number of our olleh GiGA Internet Service subscribers from approximately 2.4 million as of December 31, 2016 to approximately 3.9 million as of December 31, 2017.

Data Communication Services. Our data communication services revenues increased by 4.0%, or 41 billion, from 1,025 billion in 2016 to 1,066 billion in 2017 primarily due to an increase in revenues from our co-location and server leasing services offered to corporate customers.

Sale of Goods

Revenues from sale of goods increased by 24.3%, or 681 billion, from 2,808 billion in 2016 to 3,489 billion in 2017 primarily due to an increase in the sale of mobile handsets in 2017 compared to 2016 and, to a lesser extent, an increase in revenues from development and sale of real estate by KT Estate. The sale of mobile handsets in 2017 increased largely due to an increase in the number of handset units sold and, to a lesser extent, an increase in the per-unit price of premium handsets.

 

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Financial Services

Financial services revenues increased by 1.7%, or 61 billion, from 3,568 billion in 2016 to 3,629 billion in 2017 primarily due to an increase in commission revenues from our financial subsidiaries, in particular BC Card Co., Ltd., primarily as a result of increased usage of credit cards and an increase in disposal of available-for-sale financial assets, primarily related to the sale of capital stock in MasterCard, previously owned by BC Card Co., Ltd, which was partially offset by a decreased usage by incoming tourists in Korea of foreign credit cards processed through BC Card Co., Ltd. in 2017, as compared to 2016.

Others

Other operating revenues decreased by 11.2%, or 276 billion, from 2,462 billion in 2016 to 2,186 billion in 2017 primarily due to a decrease in revenues from our systems integration business.

Operating Expenses

The following table presents a breakdown of our operating expenses and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
    Changes  
       2016 vs. 2017  
     2016      2017     Amount     %  
     (In billions of Won)  

Salaries and wages

   3,478      3,568     90       2.6

Depreciation

     2,763        2,746       (17     (0.6

Commissions

     1,099        1,086       (13     (1.2

Interconnection charges

     690        641       (49     (7.1

Purchase of inventories

     3,407        4,054       647       19.0  

Changes of inventories

     162        (187     (349     N.M.  

Sales commission

     1,968        2,202       234       11.9  

Service cost

     1,322        1,428       106       8.0  

Card service costs

     3,050        3,095       45       1.5  

Insurance premium

     178        69       (109     (61.2

Others (1)

     3,664        3,777       113       3.1  
  

 

 

    

 

 

   

 

 

   

Total operating expenses

   21,781      22,478     697       3.2
  

 

 

    

 

 

   

 

 

   

 

N.M. means not meaningful.

 

(1) Including other operating expenses (which include other expenses) amortization of intangible assets, rent, utilities, international interconnection fee, installation fee, taxes and dues, research and development expenses and advertising expenses.

Total operating expenses increased by 3.2%, or 697 billion, from 21,781 billion in 2016 to 22,478 billion in 2017 primarily due to increases in purchase of inventories, sales commission and service cost, the impact of which was partially offset by decreases in changes of inventories and insurance premium described below. Specifically:

 

    Purchase of inventories increased by 19.0%, or 647 billion, from 3,407 billion in 2016 to 4,054 billion in 2017 primarily due to an increase in purchase of mobile handsets (consisting of an increase in the total number of mobile handsets (mostly smartphones) purchased and an increase in the per-unit price of handsets) and, to a lesser extent, an increase in development expenses of for-sale real estate units.

 

   

Sales commission increased by 11.9%, or 234 billion, from 1,968 billion in 2016 to 2,202 billion in 2017 primarily due to an increase in sales commissions that we paid to

 

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third-party dealers for procurement of mobile subscribers and mobile handset sales, both of which increased in 2017.

 

    Service cost, increased by 8.0%, or 106 billion, from 1,322 billion in 2016 to 1,428 billion in 2017, primarily due to an increase in service costs relating to our IPTV and mobile services such as purchases of contents to meet increased and diversified demand from customers and an increase in installation fees as more sophisticated technologies and corresponding higher fees were required for the installation of certain new equipment and facilities.

These factors were partially offset by the following:

 

    Changes of inventories, which reflects inventory changes during a period by calculating inventories at the beginning of period minus those at the end of period, amounted to 162 billion in 2016 and (187) billion in 2017, which means inventories increased by 187 billion in 2017 while they decreased by 162 billion in 2016. This was primarily due to an increase in purchase of handsets in 2017 compared to 2016 as described above, which was partially offset by an increase in the sale of handsets in 2017 compared to 2016. Cost of sale of goods (which is the sum of changes of inventories and purchase of inventories) in 2017 increased by 8.3% to 3,867 billion from 3,569 billion in 2016, primarily reflecting an increase in handset unit sales and an increase in per-unit cost of handsets, in each case in 2017 compared to 2016. Per-unit cost of handsets increased primarily due to the higher per-unit cost of premium handsets, which was partially offset by the lower per-unit cost of second device purchased by certain of our mobile subscribers. The increase in the handset unit sales was primarily due to the unusually lower handset unit sales in 2016 (due to mechanical defects of Galaxy Note 7 in 2016 as further explained in “—Operating Results—2015 Compared to 2016—Operating Expenses”). The handset unit sales were normalized in 2017 in the absence of such one-off event.

 

    Insurance premium decreased by 61.2%, or 109 billion, from 178 billion in 2016 to 69 billion in 2017 primarily due to a decrease in insurance premium rates for our handsets.

Operating Profit

Due to the factors described above, our operating profit decreased by 20.2%, or 271 billion, from 1,340 billion in 2016 to 1,069 billion in 2017. Our operating margin, which is operating profit as a percentage of operating revenues, was 5.8% in 2016 and 4.5% in 2017.

 

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Finance Income (Costs)

The following table presents a breakdown of our finance income and costs and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
    Changes  
       2016 vs. 2017  
       2016         2017       Amount     %  
     (In billions of Won)  

Interest income

   116     93     (23     (19.5 )% 

Interest expense

     (337     (302     35       10.3  

Net foreign currency transaction gain (loss)

     (13     39       52       N.M.  

Net foreign currency translation gain (loss)

     (110     213       323       N.M.  

Net gain (loss) on settlement of derivatives

     8       (59     (67     N.M.  

Net gain (loss) on valuation of derivatives

     109       (210     (319     N.M.  

Net other finance costs (1)

     8       (12     (20     N.M.  
  

 

 

   

 

 

   

 

 

   

Net finance costs

   (219   (238   (19     8.8
  

 

 

   

 

 

   

 

 

   

 

N.M. means not meaningful.

 

(1) Including net other finance income and expenses, loss on disposal of trade receivables and impairment loss on available-for-sale financial assets.

Our net finance costs decreased by 8.8%, or 19 billion, from 219 billion in 2016 to 238 billion in 2017, primarily due to an increase in net foreign currency translation gain, the impact of which was mostly offset by an increase in loss on valuation of derivatives. To a lesser extent, the decrease in our net finance costs in 2017 was also attributable to an increase in net foreign currency transaction gain and a decrease in net interest expense, partially offset by an increase in loss on settlement of derivative. Specifically:

 

    We recognized a net foreign currency translation gain of 213 billion in 2017, whereas we recognized a net loss of 110 billion in 2016. Such increase in net gain was primarily due to appreciation of the Won against the U.S. dollar and the Japanese Yen in 2017, while the Won depreciated against such currencies in 2016. In general, we recognize net foreign currency translation gain when the Won appreciates against foreign currencies, especially the U.S. dollar, primarily because of our foreign currency-denominated debt and foreign currency-denominated payables to overseas equipment sellers and foreign carriers. The Market Average Exchange Rate of the Won against the U.S. dollar appreciated from 1,208.5 to US$1.00 as of December 30, 2016 to 1,071.4 to US$1.00 as of December 31, 2017. In 2017, the impact of net foreign currency translation gain was largely offset by a net loss on valuation of derivatives.

 

    We recognized a net loss on valuation of derivatives of 210 billion in 2017, whereas we recognized a net gain of 109 billion in 2016. Such increase in net loss was primarily due to an increase in a loss from our currency swap contracts as a result of appreciation of the Won against the U.S. dollar and the Japanese Yen in 2017 compared to depreciation of the Won against such currencies in 2016. We entered into derivative instruments for foreign exchange risk hedging purposes and generally recognize net loss on valuation of derivatives when the Won appreciates against foreign currencies.

Income from Joint Ventures and Associates

We recognized loss from share of net profits from associates and joint ventures of 14 billion in 2017, whereas we recognized a gain of 3 billion in 2016.

 

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Income Tax Expense

Income tax expense decreased by 17.4%, or 57 billion, from 328 billion in 2016 to 271 billion in 2017, primarily due to a decrease in profit before income tax, which decreased by 306 billion, from 1,123 billion in 2016 to 817 billion in 2017. See Note 28 to the Consolidated Financial Statements.

Profit from Discontinued Operations

We did not have any profit from discontinued operations in 2016 and 2017.

Profit for the Period

Due to the factors described above, our profit for the period decreased by 31.3%, or 249 billion, from 795 billion in 2016 to 546 billion in 2017. Our net profit margin, which is net profit for the period as a percentage of operating revenues was 3.5% in 2016 and 2.3% in 2017.

Segment Results—Customer/Marketing Group

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, increased slightly by 0.6%, or 99 billion, from 16,144 billion in 2016 to 16,243 billion in 2017 primarily due to increases in revenues from our Internet services and data communication services, which was partially offset by decreases in revenues from our mobile services and fixed-line telephone services, all as described above.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 3.0%, or 31 billion, from 1,050 billion in 2016 to 1,019 billion in 2017, as the 130 billion increase in operating expenses outpaced the 99 billion increase in the segment’s operating revenues. For this segment, operating margin, which is operating income as a percentage of total operating revenues prior to adjusting for inter-segment transactions, was 6.5% in 2016 and 6.3% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, increased by 0.9%, or 26 billion, from 2,870 billion in 2016 to 2,896 billion in 2017.

Segment Results—Finance Group

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, increased by 1.7%, or 60 billion, from 3,578 billion in 2016 to 3,638 billion in 2017 primarily due to an increase in commission revenues of and an increase in disposal of available-for-sale assets by BC Card Co., Ltd., our financial subsidiary, which was partially offset by a decreased usage of foreign credit cards processed through BC Card Co., Ltd., as described above.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 1.4%, or 3 billion, from 209 billion in 2016 to 206 billion in 2017, as the 63 billion increase in operating expenses outpaced the 60 billion increase in the segment’s operating revenues. Operating margin for this segment decreased from 5.8% in 2016 to 5.7% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, decreased by 0.1%, or 41 million, from 29 billion in 2016 to 29 billion in 2017.

 

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Segment Results—Satellite TV Group

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, increased by 2.5%, or 17 billion, from 669 billion in 2016 to 686 billion in 2017, primarily due to an increase in revenues from an increase in the number of TV shopping channels and other fee-generating platforms.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 6.3%, or 5 billion, from 80 billion in 2016 to 75 billion in 2017, as the 22 billion increase in operating expenses outpaced the 17 billion increase in the segment’s operating revenues. Operating margin for this segment decreased from 12.0% in 2016 to 10.9% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, increased by 0.3%, or 0.3 billion, from 99 billion in 2016 to 99 billion in 2017.

Segment Results—Others

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, increased by 5.5%, or 344 billion, from 6,308 billion in 2016 to 6,652 billion in 2017, primarily due to an increase in sale of handsets and an increase in revenues from the development and sale of real estate by our consolidated subsidiary.

For this segment, prior to adjusting for inter-segment transactions, we recorded an operating income of 40 billion in 2016, compared to an operating loss of 187 billion in 2017, as the 571 billion increase in operating expenses outpaced the 344 billion increase in the segment’s operating revenues in 2017. For this segment, operating margin was 0.6% in 2016 and the operating loss margin (operating loss as a percentage of total operating revenues prior to adjusting for inter-segment transactions) was (2.8)% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, decreased by 2.1%, or 7 billion, from 339 billion in 2017 to 332 billion in 2016.

Operating Results—2015 Compared to 2016

The following table presents selected income statement data and changes therein for 2015 and 2016:

 

     For the Year Ended
December 31,
    Changes  
       2015 vs. 2016  
     2015     2016     Amount     %  
     (In billions of Won)  

Operating revenues

   22,700     23,121     421       1.9

Revenue

     22,212       22,755       543       2.4  

Others

     488       366       (122     (25.0

Operating expenses

     21,623       21,781       158       0.7  
  

 

 

   

 

 

   

 

 

   

Operating profit (loss)

     1,077       1,340       263       24.4  

Finance income

     273       296       23       8.4  

Finance costs

     (645     (515     130       (20.2

Income from joint ventures and associates

     6       3       (3     (50.0
  

 

 

   

 

 

   

 

 

   

Profit (loss) from continuing operations before income tax

     711       1,123       412       57.9  

Income tax expense (benefit)

     227       328       101       44.5  

Profit (loss) for the period from continuing operations

     484       795       311       64.3  

Profit from discontinued operations

     141             (141     N.M.  
  

 

 

   

 

 

   

 

 

   

Profit (Loss) for the period

   625     795     170       27.2  
  

 

 

   

 

 

   

 

 

   

 

N.M. means not meaningful.

 

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Operating Revenues

The following table presents a breakdown of our operating revenues and changes therein for 2015 and 2016:

 

     For the Year Ended
December 31,
     Changes  
        2015 vs. 2016  
     2015      2016      Amount     %  
     (In billions of Won)  

Mobile services

   7,260      7,366      106       1.5

Fixed-line services

     6,755        6,917        162       2.4  

Fixed-line telephone services:

          

Monthly Basic Charges

     650        616        (34     (5.2

Monthly Usage Charges

     1,022        855        (167     (16.3

Others

     646        581        (65     (10.1
  

 

 

    

 

 

    

 

 

   

Sub-total

     2,318        2,053        (265     (11.4

Internet services:

          

Broadband Internet access service

     1,882        2,040        158       8.4  

Other Internet-related services

     1,479        1,799        320       21.6  
  

 

 

    

 

 

    

 

 

   

Sub-total

     3,361        3,839        478       14.2  

Data communication services

     1,076        1,025        (51     (4.7

Sale of goods

     2,756        2,808        52       1.9  

Financial services

     3,483        3,568        85       2.4  

Other

     2,446        2,462        16       0.7  
  

 

 

    

 

 

    

 

 

   

Total operating revenues

   22,700      23,121      421       1.9
  

 

 

    

 

 

    

 

 

   

Total operating revenues increased by 1.9%, or 421 billion, from 22,700 billion in 2015 to 23,121 billion in 2016 primarily due to increases in the revenues from our Internet services and mobile services, the impact of which was offset in part by a decrease in the revenues from our fixed-line telephone services.

Mobile Services

Our mobile services revenues increased by 1.5%, or 106 billion, from 7,260 billion in 2015 to 7,366 billion in 2016 primarily due to a 4.7% increase in our mobile subscribers from approximately 18,038,000 as of December 31, 2015 to approximately 18,892,000 as of December 31, 2016. Such increase in our mobile subscribers was slightly enhanced by an increase in our average revenue per user. However, the magnitude of the increase in our average revenue per user in 2016 was smaller, as compared to 2015 because many of our new mobile subscribers in 2016 purchased economical rate plans for their secondary mobile devices. Accordingly, although the increase in our mobile subscribers in 2016 was larger, as compared to 2015, the increase in our mobile services revenues in 2016 was smaller than the increase in our mobile services revenues in 2015 primarily due to a decrease in the magnitude of the increase in our average revenue per user in 2016, as compared to 2015.

Fixed-line Services

Our fixed-line services revenues in the aggregate increased by 2.4%, or 162 billion, from 6,755 billion in 2015 to 6,917 billion in 2016 primarily due to an increase in Internet services revenues, the impact of which was partially offset by decreases in our fixed-line telephone services revenues and data communication services revenues.

 

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Fixed-line Telephone Services. Our fixed-line telephone services revenues decreased by 11.4%, or 265 billion, from 2,318 billion in 2015 to 2,053 billion in 2016 due to decreases in monthly usage charges, other fixed-line telephone services revenues and monthly basic charges. Specifically:

 

    Monthly usage charges decreased by 16.3%, or 167 billion, from 1,022 billion in 2015 to 855 billion in 2016 primarily due to the continuing decrease in the usage of fixed-line services resulting from the continuing increase in the usage of mobile telephone services, Internet phone services and other VoIP services such as Kakao Talk, Line and Skype, which led to a decrease in domestic long-distance call minutes from 2.1 billion in 2015 to 1.5 billion in 2016 and a decrease in local call pulses from 3.0 billion in 2015 to 2.2 billion in 2016.

 

    Other fixed-line telephone service revenue decreased by 10.1%, or 65 billion, from 646 billion in 2015 to 581 billion in 2016 primarily due to the continuing erosion of fixed-line services, including public telephones, by mobile telephone services, Internet phone services and other VoIP services, as well as a decrease in the number of lines in service from 2015 to 2016.

 

    Monthly basic charges decreased by 5.2%, or 34 billion, from 650 billion in 2015 to 616 billion in 2016 primarily due to a decrease in the number of our telephone lines in service from 12.4 million in 2015 to 11.9 million in 2016.

Internet Services. Our Internet service revenues increased by 14.2%, or 478 billion, from 3,361 billion in 2015 to 3,839 billion in 2016 primarily due to an increase in the number of IPTV subscribers from approximately 6.6 million as of December 31, 2015 to approximately 7.0 million as of December 31, 2016 and an increase in the number of our olleh GiGA Internet Service subscribers from approximately 1.0 million as of December 31, 2015 to approximately 2.4 million as of December 31, 2016.

Data Communication Services. Our data communication services revenues decreased by 4.7%, or 51 billion, from 1,076 billion in 2015 to 1,025 billion in 2016 primarily due to a decrease in revenues from our leased lines, resulting from increased competition in the data communications market in Korea.

Sale of Goods

Revenues from sale of goods increased by 1.9%, or 52 billion, from 2,756 billion in 2015 to 2,808 billion in 2016 primarily due to an increase in revenues from development and sale of real estate by KT Estate Inc. which was partially offset by a decrease in the sale of mobile handsets in 2016 compared to 2015. The number of mobile handsets sold in 2016 decreased largely due to order cancellation and customer returns of Samsung Galaxy Note 7 handsets, caused by the handsets’ explosive battery issue.

Financial Services

Financial services revenues increased by 2.4%, or 85 billion, from 3,483 billion in 2015 to 3,568 billion in 2016 primarily due to an increase in commission revenues from our financial subsidiaries, in particular BC Card Co., Ltd., primarily as a result of increased usage of credit cards.

 

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Others

Other operating revenues increased by 0.7%, or 16 billion, from 2,446 billion in 2015 to 2,462 billion in 2016 primarily due to increases in revenues from our real estate lease business and systems integration business.

Operating Expenses

The following table presents a breakdown of our operating expenses and changes therein for 2015 and 2016:

 

     For the Year Ended
December 31,
     Changes  
      2015 vs. 2016  
     2015     2016      Amount     %  
     (In billions of Won)  

Salaries and wages

   3,303     3,478      175       5.3

Depreciation

     2,756       2,763        7       0.3  

Commissions

     1,037       1,099        62       6.0  

Interconnection charges

     689       690        1       0.1  

Purchase of inventories

     3,963       3,407        (556     (14.0

Changes of inventories

     (198     162        360       N.M.  

Sales commission

     1,857       1,968        111       6.0  

Service cost

     1,164       1,322        158       13.6  

Card service costs

     2,960       3,050        90       3.0  

Others (1)

     4,092       3,842        (250     (6.1
  

 

 

   

 

 

    

 

 

   

Total operating expenses

   21,623     21,781      158       0.7
  

 

 

   

 

 

    

 

 

   

 

N.M. means not meaningful.

 

(1) Including other operating expenses (which include other expenses) amortization of intangible assets, rent, insurance premium, utilities, international interconnection fee, installation fee, taxes and dues, research and development expenses and advertising expenses.

Total operating expenses increased by 0.7%, or 158 billion, from 21,623 billion in 2015 to 21,781 billion in 2016 primarily due to increases in changes of inventories, salaries and wages and service cost, the impact of which was largely offset by decreases in purchase of inventories and certain other operating expenses described below. Specifically:

 

    Changes of inventories, which reflects inventory changes during a period by calculating inventories at the beginning of period minus those at the end of period, amounted to (198) billion in 2015 and 162 billion in 2016, which means inventories decreased by 162 billion in 2016 while they increased by 198 billion in 2015. This was primarily due to a decrease in purchase of handsets in 2016 compared to 2015 as described below, which was offset in large part by a decrease in the sale of handsets in 2016 compared to 2015. Cost of sale of goods (which is the sum of changes of inventories and purchase of inventories) in 2016 decreased by 5.2% to 3,569 billion from 3,765 billion in 2015, primarily reflecting a decrease in the cost of handsets and the decreased handset sales, in each case in 2016 compared to 2015. The decreases in the cost of handsets and handset sales were primarily due to a decrease in sales of new handset models (which generally have higher prices than older models) such as Galaxy Note 7 due to the models’ mechanical defects as explained below in connection with the decrease in purchase of inventories in 2016 compared to 2015.

 

    Salaries and wages increased by 5.3%, or 175 billion, from 3,303 billion in 2015 to 3,478 billion in 2016 primarily due to an increase in salaries and wages based on seniority and promotions.

 

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    Service cost, increased by 13.6%, or 158 billion, from 1,164 billion in 2015 to 1,322 billion in 2016, primarily due to an increase in service costs relating to our IPTV and mobile services such as purchases of contents to meet increased and diversified demand from customers and an increase in installation fees as more sophisticated technologies and corresponding higher fees were required for the installation of certain new equipment and facilities.

These factors were partially offset by the following:

 

    Purchase of inventories decreased by 14.0%, or 556 billion, from 3,963 billion in 2015 to 3,407 billion in 2016 primarily due to a decrease in the total number of mobile handsets (mostly smartphones) purchased, which was largely attributable to the returns of Samsung Galaxy Note 7 handsets, which had an explosive battery issue, to the manufacturer. We purchased Galaxy Note 7 handsets for sale to customers but when our customers returned the handsets or cancelled orders, we returned those handsets to the manufacturer resulting in the reduction in purchase of inventories. We recognize the purchase of mobile handsets as operating expenses during the period when such handsets are purchased regardless of whether they are actually sold during that period. As a result, the periods when purchase of inventories is recognized and when the revenue from their sales is recognized could be different.

 

    Other operating expenses decreased by 6.1%, or 250 billion, from 4,092 billion in 2015 to 3,842 billion in 2016, primarily due to decreases in installation fees of and insurance premiums. Installation fees decreased by 37.2%, or 93 billion, from 249 billion in 2015 to 157 billion in 2016, primarily due to the consolidation of KT Service Bukbu Co., Ltd. and KT Service Nambu Co., Ltd. in August 2015. The installation fees that we previously paid to the two subsidiaries before consolidation were no longer recognized as installation fees upon consolidation; instead, installation expenses incurred by the subsidiaries have been classified as other expenses such as salaries and wages. Insurance premiums decreased by 15.6%, or 33 billion, from 211 billion in 2015 to 178 billion in 2016, primarily due to a decrease in insurance premium rates for our handsets.

Operating Profit

Due to the factors described above, our operating profit increased by 24.4%, or 263 billion, from 1,077 billion in 2015 to 1,340 billion in 2016. Our operating margin, which is operating profit as a percentage of operating revenues, was 4.7% in 2015 and 5.8% in 2016.

 

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Finance Income (Costs)

The following table presents a breakdown of our finance income and costs and changes therein for 2015 and 2016:

 

     For the Year Ended
December 31,
    Changes  
       2015 vs. 2016  
   2015     2016     Amount     %  
     (In billions of Won)  

Interest income

   70     116     46       65.7

Interest expense

     (386     (337     49       (12.7

Net foreign currency transaction gain (loss)

     (24     (13     11       (45.8

Net foreign currency translation gain (loss)

     (164     (110     54       (32.9

Net gain (loss) on settlement of derivatives

     (6     8       14       N.M.  

Net gain on valuation of derivatives

     140       109       (31     (22.1

Net other finance costs (1)

     (2     8       10       N.M.  
  

 

 

   

 

 

   

 

 

   

Net finance costs

   (372   (219   153       (41.1 )% 
  

 

 

   

 

 

   

 

 

   

 

N.M. means not meaningful.

 

(1) Including net other finance income and expenses, loss on disposal of trade receivables and impairment loss on available-for-sale financial assets.

Our net finance costs decreased by 41.1%, or 153 billion, from 372 billion in 2015 to 219 billion in 2016, primarily due to decreases in net foreign currency translation loss and interest expense and an increase in interest income, the impact of which was partially offset by a decrease in net gain on valuation of derivatives. Specifically:

 

    Our net foreign currency translation loss decreased by 32.9%, or 54 billion, from 164 billion in 2015 to 110 billion in 2016, primarily due to smaller depreciation of the Won against the U.S. dollar and the Japanese Yen in 2016 compared to 2015. The Market Average Exchange Rate of the Won against the U.S. dollar depreciated from 1,099.2 to US$1.00 as of December 31, 2014 to 1,172.0 to US$1.00 as of December 31, 2015 and 1,208.5 to US$1.00 as of December 30, 2016. In general, we recognize net foreign currency translation loss when the Won depreciates against foreign currencies, especially the U.S. dollar, primarily because of our foreign currency-denominated debt and foreign currency-denominated payables to overseas equipment sellers and foreign carriers. In 2016, the impact of such net foreign currency translation loss was largely offset by the decrease in net gain on valuation of derivatives discussed below.

 

    Our interest expense decreased by 12.7%, or 49 billion, from 386 billion in 2015 to 337 billion in 2016 primarily due to a decrease in borrowings and, to a lesser extent, decreased interest rates.

 

    Our interest income increased by 65.7%, or 46 billion, from 70 billion in 2015 to 116 billion in 2016 primarily due to an increase in the average balance of interest-bearing financial assets we held, including as a result of an increase in interest rate payment received in connection with reimbursement of certain value added tax in 2016.

These factors were partially offset by the following:

 

   

Our net gain on valuation of derivatives decreased by 22.1%, or 31 billion, from 140 billion in 2015 to 109 billion in 2016, primarily due to a decrease in gains from our currency swap contracts as a result of smaller depreciation of the Won against the

 

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Japanese Yen and the U.S. dollar in 2016 compared to 2015. We entered into derivative instruments for foreign exchange risk hedging purposes and generally recognize net gain on valuation of derivatives when the Won depreciates against foreign currencies as described above in the explanation of foreign currency translation loss.

Income from Joint Ventures and Associates

Income from joint ventures and associates decreased by 50.0%, or 3 billion, from 6 billion in 2015 to 3 billion in 2016, primarily due to a loss from joint ventures and associates recognized in connection with a sale of certain real estate by our wholly-owned subsidiary KT Estate Inc. to one of our associates and joint ventures, K-Realty Rental Housing REIT 2.

Income Tax Expense

Income tax expense increased by 44.5%, or 101 billion, from 227 billion in 2015 to 328 billion in 2016, primarily due to an increase in profit before income tax, which increased by 412 billion, from 711 billion in 2015 and 1,123 billion in 2016. See Note 28 to the Consolidated Financial Statements.

Profit from Discontinued Operations

We did not have any profit from discontinued operations in 2016, whereas our profit from discontinued operations in 2015 was 141 billion, primarily due to recognition of net proceeds from the sale of capital stock of KT Rental Co., Ltd and KT Capital Co., Ltd. as profit from discontinued operations in 2015.

Profit for the Period

Due to the factors described above, our profit for the period increased by 27.2%, or 170 billion, from 625 billion in 2015 to 795 billion in 2016. Our net profit margin, which is net profit for the period as a percentage of operating revenues was 2.8% in 2015 and 3.5% in 2016.

Segment Results—Customer/Marketing Group

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, increased slightly by 0.1%, or 14 billion, from 16,130 billion in 2015 to 16,144 billion in 2016 primarily due to increase in revenues from our Internet services and mobile services, primarily due to an increase in subscribers, which was partially offset by a decrease in the fixed-line services revenues, all as described above.

Our operating income for this segment, prior to adjusting for inter-segment transactions, increased by 28.6%, or 233 billion, from 817 billion in 2015 to 1,050 billion in 2016, as the segment’s operating expenses decreased by 219 billion while the segment’s operating revenue increased by 14 billion as described above. For this segment, operating margin, which is operating income as a percentage of total operating revenues prior to adjusting for inter-segment transactions, was 5.1% in 2015 and 6.5% in 2016.

Depreciation and amortization, prior to adjusting for inter-segment transactions, decreased by 1.0%, or 28 billion, from 2,898 billion in 2015 to 2,870 billion in 2016.

Segment Results—Finance Group

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, increased by 1.9%, or 65 billion, from 3,513 billion in 2015 to 3,578 billion in 2016 primarily due

 

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to an increase in commission revenues from our financial subsidiaries, in particular BC Card Co., Ltd, as described above.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 25.6%, or 72 billion, from 281 billion in 2015 to 209 billion in 2016, as the 137 billion increase in operating expenses outpaced the 65 billion increase in the segment’s operating revenues. Operating margin for this segment decreased from 8.0% in 2015 to 5.8% in 2016.

Depreciation and amortization, prior to adjusting for inter-segment transactions, increased by 16.0%, or 4 billion, from 25 billion in 2015 to 29 billion in 2016.

Segment Results—Satellite TV Group

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, slightly increased by 0.1%, or 0.4 billion, from 668.5 billion in 2015 to 668.9 billion in 2016, primarily due to an increase in revenues from an increase in the number of TV shopping channels and other fee-generating platforms.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 18.1%, or 18 billion, from 98 billion in 2015 to 80 billion in 2016, as the 18 billion increase in operating expenses outpaced the 0.4 billion increase in the segment’s operating revenues. Operating margin for this segment decreased from 14.6% in 2015 to 12.0% in 2016.

Depreciation and amortization, prior to adjusting for inter-segment transactions, increased by 3.1%, or 3 billion, from 96 billion in 2015 to 99 billion in 2016.

Segment Results—Others

Our operating revenues for this segment, prior to adjusting for inter-segment transactions, increased by 3.1%, or 192 billion, from 6,116 billion in 2015 to 6,308 billion in 2016, primarily due to increases in revenues from the development and sale of real estate by our consolidated subsidiary.

For this segment, prior to adjusting for inter-segment transactions, we recorded an operating loss of 100 billion in 2015, compared to an operating income of 40 billion in 2016, as the 192 billion increase in operating revenues outpaced the 52 billion increase in the segment’s operating expenses in 2016. For this segment, operating loss margin (operating loss as a percentage of total operating revenues prior to adjusting for inter-segment transactions) was (1.6)% in 2015 and the operating margin was 0.6% in 2016.

Depreciation and amortization, prior to adjusting for inter-segment transactions, increased by 7.6%, or 24 billion, from 315 billion in 2015 to 339 billion in 2016.

Item 5.B.  Liquidity and Capital Resources

The following table sets forth the summary of our cash flows for the periods indicated:

 

     For the Years Ended December 31,  
         2015             2016             2017      
     (In billions of Won)  

Net cash provided by operating activities

   4,230     4,771     3,878  

Net cash used in investing activities

     (2,402     (3,485     (3,483

Net cash provided by (used in) financing activities

     (1,164     (943     (1,363

Cash and cash equivalents at beginning of period

     1,889       2,559       2,900  

Cash and cash equivalents at end of period

     2,559       2,900       1,928  

Net increase (decrease) in cash and cash equivalents

     670       341       (972

 

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Capital Requirements

Historically, our capital requirements consisted principally of purchases of property and equipment and other assets and repayments of borrowings. In our investing activities, we used cash of 3,116 billion in 2015, 2,764 billion in 2016 and 2,442 billion in 2017 for the acquisition of property and equipment and investment properties. In our financing activities, we used cash of 6,648 billion in 2015, 1,769 billion in 2016 and 1,780 billion in 2017 for repayment of borrowings and debentures.

From time to time, we may also require capital for investments involving acquisitions, including shares of our affiliates, and strategic relationships. For example, in October 2011, we, through our former subsidiary KT Capital Co., Ltd., acquired an additional 1,622,520 common shares of BC Card Co., Ltd. from Woori Bank, Busan Bank and Shinhan Card for approximately 252 billion. We acquired an additional 1,349,920 common shares of BC Card Co., Ltd. in January 2012 for approximately 287 billion, and owned 69.5% interest in BC Card Co., Ltd. as of December 31, 2017. Any such additional investments or acquisitions may require significant capital.

Our cash dividends paid to shareholders and non-controlling interests amounted to 42 billion in 2015, 184 billion in 2016 and 243 billion in 2017.

We anticipate that capital expenditures and 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 purchase of shares of our affiliates as well as investments involving acquisitions and strategic relationships. We compete in the telecommunications sector in Korea, which is rapidly evolving. In recent years, competition among us, SK Telecom and LG U+ to commercialize 5G services has intensified and we have made and will continue to make capital expenditure to develop 5G service capabilities and technologies. 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. We have also provided guarantees to our affiliates. See Note 19 to the Consolidated Financial Statements for a disclosure of the guarantees provided.

The following table sets forth selected information regarding our contractual obligations to make future payments as of December 31, 2017:

 

     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)

   6,575      1,446      1,763      1,436      1,930  

Finance lease obligations (including any interests)

     220        88        103        29         

Operating lease obligations

     377        109        174        92        2  

Severance payment obligations (2)

     4,714        143        377        430        3,764  

Asset retirement obligations

     115        32        14        9        60  

Long-term accounts payable—others

     1,086        222        446        277        141  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   13,087      2,040      2,877      2,273      5,897  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Estimate of interest payment based on contractual interest rates effective as of December 31, 2017

   1,006      183      270      172      381  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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(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.

 

(2) The amount represents undiscounted pension benefit as of December 31, 2017.

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. From time to time, we have also disposed of our treasury shares to meet our capital requirements.

Our major sources of cash have been net cash provided by operating activities, including profits for the period, expenses not involving cash payments such as depreciation and amortization, and proceeds from issuance of bonds and borrowings. We expect that these sources will continue to be our principal sources of cash in the future. We recorded profits for the period of 625 billion in 2015, 795 billion in 2016 and 546 billion in 2017, as discussed in “Item 5.A. Operating Results.” Non-cash expense adjustments in our statement of cash flows from depreciation and amortization of intangible assets amounted to 3,640 billion in 2015, 3,422 billion in 2016 and 3,438 billion in 2017, primarily reflecting our capital investment activities during the recent years, including our purchase of bandwidths for our operations, investments in LTE-related structures and acquisition of real estate. Cash proceeds from borrowings and debentures were 5,675 billion in 2015, 1,123 billion in 2016 and 616 billion in 2017. As of December 31, 2017, we held 16,014,753 treasury shares.

Since 2012, we have disposed a portion of our trade receivables relating to handset sales to several special purpose companies, as part of our efforts to improve our cash and asset management. We also entered into asset management agreements with each of these special purpose companies, and will be receiving management fees from such companies. See Note 19 to the Consolidated Financial Statements.

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 successfully issued (i) three series of notes for an aggregate amount of 450 billion in January 2015, (ii) Japanese Yen 15 billion of 0.48% notes due 2018 in February 2015, (iii) US$400 million of 2.500% notes due 2026 in July 2016 and (iv) US$400 million of 2.625% notes due 2022 in August 2017. See Note 15 to the Consolidated Financial Statements. However, our ability to rely on some of these alternatives could be affected by factors such as the liquidity of the Korean and the global financial markets, prevailing interest rates, our credit rating and the Government’s policies regarding Won currency and foreign currency borrowings. 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 equity was 12,156 billion as of December 31, 2015, 12,783 billion as of December 31, 2016 and 13,049 billion as of December 31, 2017.

Liquidity

We had a working capital (current assets minus current liabilities) deficit of 56 billion as of December 31, 2015 and a working capital surplus of 193 billion as of December 31, 2016 and

 

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220 billion as of December 31, 2017. The following table sets forth the summary of our significant current assets for the periods indicated:

 

     As of December 31,  
     2015      2016      2017  
     (In billions of Won)  

Cash and cash equivalents

   2,559      2,900      1,928  

Trade and other receivables, net

     4,854        5,327        5,814  

Inventories, net

     617        455        642  

Other financial assets

     293        721        973  

Our cash and cash equivalents (substantially all of which are in Won) totaled 2,559 billion as of December 31, 2015, 2,900 billion as of December 31, 2016 and 1,928 billion as of December 31, 2017. Under IFRS as issued by IASB, bank deposits held at call and all other highly liquid temporary cash instruments within maturities of three months are considered as cash equivalents. Other current financial assets primarily consist of financial instruments, available-for-sale financial assets and derivatives used for hedge.

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

 

     As of December 31,  
     2015      2016      2017  
     (In billions of Won)  

Trade and other payables

   6,335      7,140      7,424  

Borrowings

     1,726        1,820        1,573  

Substantially all of our revenues are denominated in Won. Depreciation of the Won would have an adverse effect on our the results of operations as a result of, among other things, increases in the amount of Won required to make interest and principal payments on our foreign currency-denominated debt, the prices in Won of telecommunications equipment that we purchase from overseas sources, net settlement payments to foreign carriers and certain payments related to our derivative instruments entered into for foreign exchange risk hedging purposes. As of December 31, 2017, we entered into various commitments with financial institutions totaling 2,881 billion and US$254 million. See Note 19 to the Consolidated Financial Statements. As of December 31, 2017, 563 billion and US$181 million was used under these facilities. Of the 6,684 billion total book value of debentures and borrowings outstanding as of December 31, 2017, 2,062 billion was denominated in foreign currencies. Upon identification and evaluation of our currency risk exposures, we, having considered various circumstances, enter into derivative financial instruments to try to manage some of such risks. See and “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Exchange Rate Risk and Interest Rate Risk.” 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.

Capital Expenditures

We used cash of 3,116 billion in 2015, 2,764 billion in 2016 and 2,442 billion in 2017 for the acquisition of property, plant and equipment and investment property.

Our current capital expenditure plan, on a separate basis, calls for the expenditure of approximately 2,300 billion in 2018, which may be adjusted depending on market conditions and our results of operations. The principal components of our capital investment plans are:

 

    approximately 1,150 billion in capital investments for our access network;

 

    approximately 450 billion in capital investments for our backbone network;

 

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    approximately 400 billion in capital investments for our business-to-business services; and

 

    approximately 300 billion in capital investments for other services including R&D costs.

Inflation

We do not consider that inflation in Korea has had a material impact on our results of operations in recent years. According to data published by the Bank of Korea, annual inflation in Korea was 0.7% in 2015, 1.0% in 2016 and 1.9% in 2017. See “Item 3. Key Information—Item 3.D. Risk Factors—Korea is our most important market, and our current business and future growth could be materially and adversely affected if economic or political conditions in Korea deteriorate.”

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

In order to maintain our leadership in the converging telecommunications business environment and develop additional platforms, services and applications, we operate:

 

    An artificial intelligence R&D laboratory;

 

    A block-chain R&D laboratory;

 

    a new business development and incubation center;

 

    an infrastructure R&D laboratory;

 

    a service R&D laboratory; and

 

    a convergence R&D laboratory.

As of December 31, 2017, KT Corporation had 5,019 registered patents domestically and 1,044 registered patents internationally.

The MSIT has the authority to recommend to network service providers that they provide funds for national research and development of telecommunications technology and related projects. The required annual contribution is 0.5% (0.75% for market dominant service providers like us) of revenues attributable to key communications services (excluding revenues from telecommunications service using an allotted frequency if the consideration for such allotted frequency has been paid) from wireless subscribers for the previous year, and is applicable only to those network service providers who have at least 30 billion in total sales for the previous year and have recorded no net loss in the current period. Under the policy, the maximum amount of the annual contribution to be made cannot exceed 70.0% of the net profit for the corresponding period of each company. Including such contributions, total expenditures (which include capitalized expenses) on research and development were 225 billion in 2015, 204 billion in 2016 and 416 billion in 2017.

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

 

    Launching 5G trial services at PyeongChang 2018 Winter Olympics and developing commercialized 5G network and services;

 

    simplifying complex core networks and reducing costs;

 

    integrating in-building management solutions for fixed-line and wireless networks;

 

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    aggregating heterogeneous wireless access for double network throughput;

 

    a broadband Internet solution that is 10 times faster using legacy copper and fiber lines;

 

    a telecommunication cloud solution which combines network resource virtualization with cloud computing resource;

 

    finding solutions for ultra-definition television set top box and additional solutions for smart IPTV;

 

    smart home networking solutions for multiple devices, such as smartphones, tablets, computers and IPTV, as well as electric home appliances;

 

    environment-friendly energy technologies including a smart-grid platform;

 

    core technologies for convergence services such as IoT, big data, security, networked automobiles, healthcare and bio-informatics; and

 

    creating a new convergence business model based on ICT and incubating new businesses.

Item 5.D. Trend Information

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

Item 5.E. Off-balance Sheet Arrangements

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

Item 5.F. Tabular Disclosure of Contractual Obligations

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

Item 5.G. Safe Harbor

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

Item 6. Directors, Senior Management and Employees

Item 6.A. Directors and Senior Management

Directors

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

 

    up to three standing directors, including the chief executive officer; and

 

    up to eight outside directors.

All of our directors are elected at the general shareholders’ meeting. If the total assets of a company listed on the KRX KOSPI Market exceed 2,000 billion as of the end of the preceding year,

 

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which is the case with us, the Commercial Code of Korea requires such company to have more than three outside directors, with outside directors being the majority of the board of directors. The term of office for a director is up to three years, but the term is extended to the close of the annual shareholders’ meeting convened with respect to the last full fiscal year of a director’s term of office. If the term of office for a director is not completed and ends before the close of the annual general shareholders’ meeting and a new director is appointed in his or her place, the term of office for such replacement director will coincide with the uncompleted remaining term of office of his or her predecessor.

Under the Commercial Code of Korea, we must establish a committee to nominate candidates for outside directors within the board of directors, and outside directors must make up more than half of the total members of the outside director candidate nominating committee. According to our articles of incorporation, such committee must consist of one standing director and all of our outside directors, other than for election of an outside director resulting from the expiration of the term of the office, in which case such outside director whose term is expiring may not be a member of the committee. Our Outside Director Candidate Nominating Committee nominates outside director candidates for appointment at the general shareholders’ meeting.

Upon the request of any director (to the extent that the board of directors does not separately authorize only a particular director to make such request), a meeting of the board of directors will be assembled. The chairperson of the board of directors is elected from among the outside directors by a resolution of the board of directors. The term of office of the chairperson is one year.

Our current directors are as follows:

 

Name

 

Position

  Director
Since
    Date of Birth      Expiration
of
Term of
Office
 

Standing Directors (1)

        

Chang-Gyu Hwang

 

Chief Executive Officer

    January 2014       January 23, 1953        2020  

Hyeon Mo Ku

 

President, Chief Strategy Officer

    March 2016       January 13, 1964        2019  

Seong Mok Oh

 

President, Network Group

    March 2018       August 20, 1960        2019  

Outside Directors (1)

        

Do Kyun Song

 

Senior Advisor, Bae, Kim & Lee LLC

    March 2013       September 20, 1943        2019  

Sang Kyun Cha

 

Professor, Department of Electrical and Computer Engineering, Seoul National University

    March 2012       February 19, 1958        2019  

Jong-Gu Kim

 

Corporate lawyer, New Dimension Law Group

    March 2014       July 7, 1941        2020  

Suk-Gwon Chang

 

Dean, School of Business, Hanyang University

    March 2014       February 21, 1956        2020  

Gae-Min Lee

 

Former Editor-in-Chief, The Korea Economic Daily

    March 2017       November 1, 1946        2020  

Il Im

 

Professor, Business Administration, Yonsei University

    March 2017       March 20, 1966        2020  

Dae-you Kim

 

Former Vice Chairman, Wonik Investment Partners

    March 2018       July 21, 1951        2021  

Gang-chul Lee

 

Independent Director, Ultra V Co., Ltd.

    March 2018       May 6, 1947        2021  

 

 

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

 

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Chang-Gyu Hwang has served as our standing director since 2014 and has served as our chief executive officer since January 2014. Prior to joining us, he served as a Distinguished Chair Professor at Sungkyunkwan University, president and National Chief Technology Officer of the Office of Strategic Research and Development Planning at the former Ministry of Knowledge and Economy, president and chief technology officer of the Corporate Technology Office at Samsung Electronics Co., Ltd. and as president and chief executive officer of the Semiconductor Business at Samsung Electronics Co., Ltd. Mr. Hwang holds a bachelor’s degree and a master’s degree in electric engineering from Seoul National University and a Ph.D. in electronic and computer engineering from the University of Massachusetts, Amherst.

Hyeon Mo Ku has served as our standing director since March 2016 and has served as our president and chief strategy officer since December 2015. He has previously served as chief secretary to our chief executive officer since 2014. Before that, he served as chief operating officer of the Telecom & Convergence Business department. Mr. Ku holds a bachelor’s degree in Industrial Engineering from Seoul National University and a Ph. D. in Management Engineering from Korea Advanced Institute of Science and Technology.

Seong Mok Oh has served as our standing director since 2018 and has served as the president and head of the Network Group since 2013. He has previously served as an executive officer of our mobile network business unit and mobile operation and management sales unit since 2009. Mr. Oh holds bachelor’s, masters and Ph.D. degrees in electrical engineering from Yonsei University.

Do Kyun Song has served as our outside director since March 2013. He is currently a senior advisor to the law firm of Bae, Kim & Lee LLC. He was formerly a standing member of the KCC and the chief executive officer of Seoul Broadcasting System Co., Ltd. Mr. Song holds a bachelor’s degree in Spanish literature from Hankuk University of Foreign Studies.

Sang Kyun Cha has served as our outside director since March 2012. He is currently a professor of electrical and computer engineering at Seoul National University. Previously, he founded Transact In Memory, Inc., a next-generation memory database management system development company in the United States which was acquired by SAP AG in 2005, and was subsequently transformed into SAP Labs Korea, Inc. Mr. Cha holds a bachelor’s degree in electronic engineering from Seoul National University and a Ph.D. in database systems from Stanford University.

Jong-Gu Kim has served as our outside director since March 2014. He is currently a corporate lawyer at the New Dimension Law Group. Previously, he served as the minister of the Ministry of Justice and as the head of the Seoul Supreme Prosecutors’ Office. Mr. Kim holds both a bachelor’s degree in law from Seoul National University and a Ph.D. in law from Dongguk University.

Suk-Gwon Chang has served as our outside director since March 2014. He is currently the dean of the School of Business at Hanyang University. Mr. Chang was formerly the dean of Hanyang Cyber University Graduate School and the president of the Korea Association for Telecommunication Policy and Korea Media Management Association. Mr. Chang holds a bachelor’s degree in industrial engineering from Seoul National University and a Ph.D. in management science from Korea Advanced Institute of Science and Technology.

Gae-Min Lee has served as our outside director since March 2017. He was formerly an advisor to the Korea News Editors’ Association Fund, editor-in-chief of The Korea Economic Daily and chief executive officer of Hankyung.com. Mr. Lee holds a bachelor’s degree and a Ph.D. in Economics from Kyung Hee University.

Il Im has served as our outside director since March 2017. He is currently a professor of business administration at Yonsei University, a vice headmaster of the Yonsei Graduate School of

 

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Business and a vice chairman of the Korean Academic Society of Business Administration. Mr. Im holds bachelor’s and master’s degrees in business administration from Seoul National University and a Ph. D in information systems from the University of Southern California.

Dae-you Kim has served as our outside director since March 2018. He formerly served as the vice chairman of Wonik Investment Partners and a professor of Hanyang University. He also previously served as a presidential secretary for economic policies to the President of Korea. Mr. Kim holds a bachelor’s degree in export studies at Seoul National University and a masters’ degree in public policy from the University of Wisconsin.

Gang-chul Lee has served as our outside director since March 2018. He is currently an independent director of Ultra V Co., Ltd. and previously served as a presidential secretary of civil society policies to the President of Korea. Mr. Lee holds a bachelor’s degree in political science and diplomacy from Kyungpook National University.

For the purposes of the Korean Commercial Code, our chief executive officer is deemed to be the “representative director” who is authorized to perform all judicial and extra-judicial acts relating to our business. Our shareholders elect the chief executive officer in accordance with the provisions of the Commercial Code and our articles of incorporation. In March 2018, we amended our articles of incorporation in efforts to add more rigor and transparency to the process of selecting our chief executive officer. Our Corporate Governance Committee conducts investigation and composition of a pool of candidates and selects chief executive officer candidates whose candidacy will be further examined. Subsequently, the President Candidate Examination Committee examines and selects chief executive officer candidates and submits examination report of such candidates to our board of directors. A chief executive officer candidate recommended by our board of directors is nominated at the shareholders’ meeting.

Under our articles of incorporation, the board of directors must submit a draft management contract between KT Corporation and the candidate covering our management objectives to the shareholders’ meeting at the time of candidate nomination to the meeting. When the draft management contract has been approved at the shareholders’ meeting, we enter into such management contract with the chief executive officer. In such case, the chairperson of the board of directors, on our behalf, signs the management contract.

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

Senior Management

Our executive officers consist of presidents and senior executive vice presidents. The executive officers other than the standing directors are appointed by the chief executive officer.

 

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The current executive officers are as follows:

 

Name (1)

 

Title and Responsibilities

  Current
Position Held
Since
  Years
with the
Company (2)
     Date of Birth

Dong-Myun Lee

  President, Institute of Convergence Technology   January 2014     26      October 15, 1962

Cheol-Soo Kim

  Senior Executive Vice President, Customer Business Group   December 2015     4      February 7, 1963

Yoon-Young Park

  Senior Executive Vice President, Enterprise Business Group   December 2017     25      April 18, 1962

Pill-Jai Lee

  Senior Executive Vice President, Marketing Group   December 2017     30      October 3, 1961

Soo-Jung Shin

  Senior Executive Vice President, IT Planning Office   December 2015     3      January 26, 1965

Kyoung-Lim Yun

  Senior Executive Vice President, Future Convergence Business Office   December 2014     11      June 14, 1963

Dae-San Lee

  Senior Executive Vice President, Chief Operating Office, Corporate Management Group   January 2015     31      January 10, 1961

Jong-Jin Yoon

  Senior Executive Vice President, Public Relations Office   December 2017     3      February, 9 1964

Sang-Bong Nam

  Senior Executive Vice President, Ethics Office   January 2014     5      October 19, 1963

In-Hoe Kim

  Senior Executive Vice President, CEO Office   December 2015     4      June 25, 1964

 

 

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

 

(2) Does not include period of employment by KT Corporation’s affiliates.

Item 6.B. Compensation

Compensation of Directors

In 2017, the total amount of salaries, bonuses (including long-term performance-based incentives for directors) and allowances paid to all directors of KT Corporation for services in all capacities was approximately 4.2 billion, which were paid on a cash basis.

Until February 2010, we had no incentive based compensation program for outside directors. Instead, compensation was paid to outside directors in fixed amounts as an allowance for any expenses they incurred in executing their duties. The board of directors introduced a new compensation program for outside directors in March 2010, which consists of cash and stock grants and requires a one year lock-up period, at a ratio of 3 to 1. The total cash basis remuneration for outside directors for 2017 was recorded at 692 million.

The compensation of our directors who received total annual compensation exceeding 500 million in 2017 was as follows:

 

Name

  

Position

   Total Compensation
in 2017
  

Composition of Total
Compensation

          (In millions of Won)

Chang-Gyu Hwang

   Chief Executive Officer    2,358    573 (salary); 1,776 (bonus); 9 (benefits)

Heon Moon Lim

   President    1,006    375 (salary); 598 (bonus); 34 (benefits)

Hyun Mo Ku

   President    858    365 (salary); 477 (bonus); 16 (benefits)

The chairperson of our board of directors enters into an employment agreement on our behalf with our chief executive officer. The employment agreement sets certain management targets to be

 

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achieved by the chief executive officer as determined by the Evaluation and Compensation Committee each year, including a target for the amount of “EBITDA” to be achieved in each year. EBITDA is defined as earnings before interest, tax, depreciation and amortization. Other management targets include (i) short-term operational and strategic goals centered around key performance indices and (ii) increase on a long-term basis in shareholder value measured against performance of companies listed on KOSPI and the shares of our competitors. Failure to achieve certain thresholds below the targets will allow the board of directors to take actions with respect to the chief executive officer’s employment, including proposing at the shareholders’ meeting an early termination of his employment. In addition, the head of each of our functional departments, the president of each of our subsidiaries and the heads of each regional head office have entered into employment agreements with the chief executive officer that provide for similar management targets to be achieved by each of our departments, subsidiaries and regional head offices.

Item 6.C. Board Practices

As of March 23, 2018, none of our standing or outside directors maintained directors’ service contracts with us or with any of our subsidiaries providing for benefits upon termination of employment.

Corporate Governance Committee

The Corporate Governance Committee is comprised of four outside directors and one standing director, Gae-Min Lee, Do Kyun Song, Jong-Gu Kim, Suk-Gwon Chang and Hyeon Mo Ku. The chairperson is Gae-Min Lee. The committee is responsible for the review of matters with respect to our Corporate Governance Guidelines and our performance under such guidelines to monitor effectiveness of our corporate governance. The committee is also responsible for authorization of investigation and composition of a pool of internal and external chief executive officer candidates and selection of the chief executive officer candidates, who shall be further examined by the President Candidate Examination Committee, pursuant to the examination criteria determined by our board of directors. The committee members are elected by the board after the annual meeting, and the term of the committee members is one year.

President Candidate Examination Committee

The President Candidate Examination Committee is comprised of one standing director and all of our outside directors. No member of this committee shall become a candidate for the position of the chief executive officer during his or her term as a member of the committee. The committee’s duties include examining the chief executive officer candidates selected under the examination criteria determined by our board of directors, selecting the chief executive officer candidates pursuant to such criteria and reporting to the board of directors the outcome of the examination.

Outside Director Candidate Nominating Committee

The Outside Director Candidate Nominating Committee consists of one standing director and all of our outside directors, other than for election of an outside director resulting from the expiration of the term of the office, in which case such outside director whose term is expiring may not be a member of the committee. The committee’s duties include reviewing the qualifications of potential candidates and proposing nominees to serve as outside directors on our board of directors to the shareholders at the general shareholders’ meeting. The committee members’ terms expire immediately after the adjournment of the shareholders’ meeting where the outside directors are elected.

Evaluation and Compensation Committee

The Evaluation and Compensation Committee is currently comprised of four outside directors, Do Kyun Song, Gae-Min Lee, Gang-chul Lee and Dae-you Kim. The chairperson is Do Kyun Song.

 

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The committee’s duties include prior review of the chief executive officer’s management goals, terms and conditions proposed for inclusion in the management contract of the chief executive officer, including, but not limited to, determining whether the chief executive officer has achieved the management goals, and the determination of compensation for the chief executive officer and the standing directors. The committee members are elected by the board after the closing of the annual meeting, and the term of the committee members is one year.

Executive Committee

The Executive Committee is currently comprised of Chang-Gyu Hwang, Hyeon Mo Ku and Seong Mok Oh. The chairperson is Chang-Gyu Hwang. The committee’s duties include the authorization of establishment and management of branch offices, the disposal and sale of stocks of our subsidiaries, which have a market value between 15 billion and 30 billion, provided that no change of control with respect to such subsidiary occurs as a result of such disposal or sale for stocks with market value of 10 billion or more, making investments and providing guarantees between 15 billion to 30 billion, the acquisition and disposal of real estate having market value between 15 billion to 30 billion, and the issuance of certain debt securities.

Related-Party Transactions Committee

The Related-Party Transactions Committee is currently comprised of four outside directors, Il Lim, Do Kyun Song, Gae-Min Lee and Dae-you Kim. The chairperson is Il Lim. This committee’s duties include reviews of transactions between KT Corporation and its subsidiaries and ensures compliance with applicable antitrust laws. The committee members are elected by the board after the annual meeting, and the term of the committee members is one year.

Sustainability Management Committee

The Sustainability Management Committee is currently comprised of four outside directors and one standing director, Sang Kyun Cha, Gang-chul Lee, Suk-Gwon Chang, Il Im and Seong Mok Oh. The chairperson is Sang Kyun Cha. The committee’s duties include reviews of sustainable management plan, the authorization of establishment of medium- and long-term sustainable management strategies, sustainable management results, regular reporting and risk management of sustainable management activities and charitable contributions between 100 million to 1 billion. The committee members are elected by the board after the annual meeting, and the term of the committee members is one year.

Audit Committee

Under the Commercial Code of Korea and our articles of incorporation, we are required to establish an audit committee comprised of three or more outside directors and at least two-thirds of the Audit Committee members are required to be outside directors. Audit Committee members must also meet the applicable independence criteria set forth under the rules and regulations of the Sarbanes-Oxley Act of 2002. The committee is currently comprised of Suk-Gwon Chang, Jong-Gu Kim, Sang Kyun Cha and Il Lim. The chairperson and the financial expert is Suk-Gwon Chang. Members of the committee are elected by our shareholders at the shareholders’ meeting. Our internal and external auditors report directly to the committee.

The duties of the committee include:

 

    appointing independent auditors;

 

    approving the appointment and recommending the dismissal of the internal auditor;

 

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    evaluating performance of independent auditors;

 

    approving services to be provided by the independent auditors;

 

    reviewing annual financial statements;

 

    reviewing audit results and reports;

 

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

 

    examining improprieties or suspected improprieties.

In addition, regarding the shareholders’ meeting, the committee may examine the agenda, financial statement and other reports to be submitted by the board of directors at each shareholders’ meeting.

Item 6.D. Employees

On a non-consolidated basis, we had 23,817 employees as of December 31, 2017, compared to 23,575 employees as of December 31, 2016 and 23,531 employees as of December 31, 2015.

Labor Relations

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

As of December 31, 2017, about 78.5% of the employees of KT Corporation were members of the KT Trade Union. On behalf of its members, the union negotiates with us a collective bargaining agreement every two years, and our current collective bargaining agreement expires on October 9, 2019. The current collective bargaining agreement provides that even in the event of a strike, the minimum number of employees necessary to operate the telecommunications business must continue to work.

The union also negotiates with us an annual agreement on wages on behalf of its members. Under the Act of the Promotion of Worker’s Participation and Cooperation, our Employee-Employer Cooperation Committees, which are composed of representatives of management and labor for each business unit and regional office, meet quarterly to discuss employee grievances, working conditions and potential employee-initiated improvements in service or management.

The Trade Union and Labor Relations Adjustment Act (“Labor Act”) allow multiple labor unions to be formed within one company. Therefore, additional labor unions may be formed by our employees. Pursuant to such amendments, our employees formed a new labor union called “KT New Union” in July 2011. The Labor Act also requires such multiple unions to consolidate themselves into a single channel when negotiating with the company on behalf of their members and to enter into a single collective bargaining agreement with the company. As a result of the recent consolidation of labor unions, KT Trade Union was selected as the bargaining representative of the labor unions. Its term as the bargaining representative will last for two years from January 1, 2018.

Employee Stock Ownership and Benefits

We have an employee stock ownership association, which may purchase on behalf of its members up to 20.0% of any of our shares offered publicly in Korea. The employee stock ownership association owned 0.5% of our issued shares as of December 31, 2017.

 

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In accordance with the National Pension Act of Korea, we contribute an amount equal to 4.5% of an employee’s standard monthly wages, and each employee contributes 4.5% of his or her standard monthly wages, into his or her personal pension account. Our employees, including executive officers as well as non-executive employees, are subject to a pension insurance system, under which we make monthly contributions to the pension accounts of the employees, and upon retirement, such employees are paid the pension amount due from their pension accounts. Prior to April 2011, our executive and non-executive employees were subject to a lump-sum severance payment system, under which they were entitled to receive a lump-sum severance payment upon termination of their employment, based on their length of service and salary level at the time of termination. Starting in April 2011, in accordance with the Korean Employee Retirement Income Security Act, we replaced such lump-sum severance payment system with our current pension insurance system in the form of a defined benefit plan, and also introduced a defined contribution plan in December 2012, with a total combined unfunded portion of approximately 1,566 billion as of December 31, 2017. Lump-sum severance amounts previously accrued prior to our adoption of the current pension insurance system continue to remain payable. We also provide a wide range of fringe benefits to our employees, including housing, housing loans, company-provided hospitals and schools, a company-sponsored pension program, an employee welfare fund, industrial disaster insurance, cultural and athletic facilities, physical education grants, meal allowances, medical examinations and training and resort centers. See “Item 5. Operating and Financial Review and Prospects—Item 5.A. Operating Results.”

Employee Training

The objective of our training program is to develop information and technology specialists who are able to create value for our customers. In order to develop skills of our employees, we require 85 hours of training per year from most of our employees, using individually-tailored curriculums based on individual assessments. We also operate Cyber Academy to provide online classes to our employees, as well as offer various foreign language classes to our employees. In addition, we provide tuition and living expense reimbursements to our high potential employees who pursue graduate programs in Korea and abroad, as well as provide financial assistance to those who pursue work-related professional licenses or participate in after-work study programs.

Item 6.E. Share Ownership

Ordinary Shares

The persons who currently serve as our directors held, as a group, 75,209 ordinary shares as of April 25, 2018, the most recent date for which this information is available. The table below shows the ownership of our ordinary shares by directors:

 

Shareholders

   Number of Ordinary
Shares Owned
 

Chang-Gyu Hwang

     39,074  

Hyun Mo Ku

     10,507  

Seong-Mok Oh

     14,978  

Do Kyun Song

     1,632  

Sang Kyun Cha

     6,428  

Jong-Gu Kim

     1,295  

Suk-Gwon Chang

     1,295  

Gae Min Lee

      

Il Im

      

Dae-you Kim

      

Gang-chul Lee

      

 

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Stock Options

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

Item 7. Major Shareholders and Related Party Transactions

Item 7.A. Major Shareholders

The following table sets forth certain information relating to the shareholders of our ordinary shares as of December 31, 2017:

 

Shareholders

   Number of
Shares
     Percent of
Total
Shares Issued
 

National Pension Corporation

     28,555,130        10.94

NTTDoCoMo, Inc.

     14,257,813        5.46

Silchester International Investors LLP

     13,397,056        5.13

Employee stock ownership association

     1,298,579        0.50

Directors as a group

     73,199        0.03

Public

     187,515,278        71.81

KT Corporation (held in the form of treasury stock)

     16,014,753        6.13
  

 

 

    

 

 

 

Total issued shares

     261,111,808        100.00
  

 

 

    

 

 

 

Item 7.B. Related Party Transactions

We have engaged in various transactions with our subsidiaries and affiliated companies. See Note 34 to the Consolidated Financial Statements. We have not issued any guarantees in favor of our consolidated subsidiaries.

Item 7.C. Interests of Experts and Counsel

Not applicable.

Item 8. Financial Information

Item 8.A. Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” and pages F-1 through F- 102.

Legal Proceedings

In July 2012, the Fair Trade Commission issued to us an administrative fine of approximately 5 billion as well as certain corrective orders, after investigating certain pricing and subsidy practices of mobile service carriers and handset manufacturers. Samsung Electronics Co., Ltd., LG Electronics Co., Ltd., Pantech Curitel Co., Ltd., SK Telecom and LG U+ were also issued administrative fines as a result of the investigation. We filed for a stay of execution of the Fair Trade Commission’s decision, and in September 2012, the Seoul High Court granted a stay of execution with respect to the corrective order, and denied the stay of execution with respect to the administrative fine. We paid the entire fine in September 2012. In September 2012, we filed a lawsuit with the Seoul High Court against the Fair Trade Commission to appeal the administrative fine and the corrective order, and on February 6, 2014, the Seoul High Court ruled against us on our appeal. In February 2014, we filed another appeal with respect to the administrative fine with the Supreme Court of Korea and filed for a stay of execution with respect to the corrective order in March 2014, which was accepted and became effective in April 2014. The appeal is currently ongoing. The outcome of this case will not result in any fine in addition to the fine we already paid in September 2012.

 

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In December 2013, the KCC imposed a combined fine of approximately 106 billion on SK Telecom, LG U+ and us (our fine being approximately 30 billion), which is the largest fine ever imposed by the KCC on local mobile operators for providing excessive subsidies to new subscribers. On March 7, 2014, the MSIP imposed a temporary suspension on us for 45 days (from March 13, 2014 to April 26, 2014), SK Telecom for 45 days (from April 5, 2014 to May 19, 2014), and LG U+ for 45 days (from March 13, 2014 to April 4, 2014 and again from April 27, 2014 to May 18, 2014) from accepting new subscribers as a result of continuing to offer excessive handset subsidies to new subscribers, despite the order from the KCC prohibiting such subsidies. Additionally, the MSIP announced that it plans to bring criminal charges with fines of up to 150 million and imprisonment of less than three years against any carrier and responsible personnel that fails to adhere to the suspension or continues to offer illegal subsidies after the suspension is completed. In August 2014, the KCC imposed a fine of approximately 58 billion on SK Telecom, LG U+ and us (our fine being approximately 11 billion) for continuing to provide excessive subsidies to new subscribers. In December 2014, the KCC further imposed a fine of approximately 8 billion on each of SK Telecom, LG U+ and us for providing excessive handset subsidies. In March 2015, the KCC also imposed a combined fine of approximately 34 billion on SK Telecom, LG U+ and us (our fine being approximately 9 billion) for violation of regulations relating to handset sales, in connection with a used handset buyback program that we and the other telecommunications operators were promoting. On June 24, 2015, the KCC imposed a fine of 52 million for violating privacy related regulations and undermining consumer interests. On July 31, 2015 and January 19, 2016, the KCC imposed a fine of 350 million and 560 million, respectively, on us for infringing upon consumer interests by advertising false and exaggerated information about bundled products. On March 8, 2016, the KCC imposed a fine of 32 million on us for offering excessively reduced rates and waivers to certain customers. On December 6, 2016, the KCC imposed a combined fine of approximately 10.7 billion on SK Telecom, LG U+, SK Broadband, t-broad, D’live, CJ HelloVision and us (our fine being approximately 2.3 million) and ordered to take corrective measures for providing excessive promotional gifts to bundled products customers. In April 2017, the Fair Trade Commission imposed a combined fine of approximately 47 million on us for failing to include developments relating to our management in our public disclosures. In October 2017, the Fair Trade Commission imposed a fine of approximately 360 million on us for not including transactions between our affiliates in our public disclosures. On March 21, 2017, the KCC imposed a combined fine of approximately 2.1 billion on SK Telecom, LG U+ and us (our fine being approximately 361 million) for violation of regulations relating to handset sales and for offering excessive handset subsidies in case of sales to foreigners. On December 6, 2017, the KCC ordered SK Telecom, LG U+, SK Broadband and us to take corrective measures in regard to restriction on termination of broadband Internet access service and bundled product agreement. On January 24, 2018, the KCC imposed a combined fine of approximately 50.6 billion on SK Telecom, LG U+ and us (our fine being approximately 12.5 billion) for violation of regulations relating to handset sales in case of wholesale, online sale, etc. We have paid all of such fines as of the date hereof.

For example, in July 2012, the police arrested two third-party individuals in connection with the alleged theft of personal information relating to approximately 8.7 million of our mobile phone subscribers. The individuals in question stole personal information through a series of hackings starting from February 2012 into our New Service and Technology Evolution Program (“N-STEP”), our mobile customer information system. Since the incident, approximately 29,800 of our mobile phone subscribers filed a total of 16 lawsuits against us in connection with the N-STEP hackings, alleging that we failed to protect their personal information, and are seeking total damages of approximately 15 billion. From August 2014 to October 2016, various district courts have awarded damages of 100,000 per plaintiff for 14 of the cases involving a total of approximately 29,000 of the subscribers, resulting in damages of approximately 3 billion to us, while the remaining two trials are currently ongoing at various district courts. We won three of the appeals without further appellate proceedings. The other appeal which we won has been appealed to the Supreme Court. We lost one of the

 

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appeals and we appealed such decision to the Supreme Court. The other nine appeals are currently ongoing at the Seoul High Court or the Seoul Central Court.

Furthermore, in March 2014, the police arrested three third-party individuals in connection with their alleged theft of personal information relating to approximately 9.8 million of our subscribers. The individuals in question stole the personal information of our subscribers through a series of hackings into our main homepage starting from February 2014. Since the incident, approximately 15,000 subscribers filed 22 lawsuits against us in connection with the information theft, seeking total damages of approximately 7 billion. From November 2016 to January 2018, we won 17 trials, lost two trials and the remaining three trials are currently ongoing at various district courts. The plaintiffs of nine of the 17 cases have appealed the district courts’ decisions to the Seoul High Court or the Seoul District Court. We appealed the district courts’ decisions of the two trials where we lost. In June 2014, we were fined 85 million by the KCC and were ordered to take corrective measures in connection with the most recent hacking incident. We filed an administrative appeal in August 2014 in connection with the KCC fine and prevailed. The KCC appealed the administrative decision and the appeal is currently ongoing at the Seoul High Court.

In December 2013, the MSIP declared that the contracts over our sale of Koreasat 3 were null and void, on the grounds that the satellite was sold without obtaining proper government approval. We are currently involved in an International Chamber of Commerce arbitration against ABS over the Koreasat 3 satellite ownership and contract violation claims. In July 2017, the International Chamber of Commerce concluded that ABS has title to Koreasat 3 (such decision, “Partial Award”). In October 2017, we and KT SAT petitioned the U.S. District Court for the Southern District of New York to vacate the Partial Award. In March 2018, the International Chamber of Commerce issued an award of US$748,564 in damages, US$287,673.2 in pre-award interest and post-award interest of 9 percent per year to ABS (“Final Award”). We and KT SAT plan to petition the New York federal court to vacate the Final Award. With regard to the Partial Award, on April 10, 2018, the court dismissed the petition filed by KT SAT and us to vacate the Partial Award. We and KT SAT plan to file an appeal of the foregoing decision.

In 2009, we entered into a contract with Enspert, Co., Ltd.(“Enspert”), a consumer electronics manufacturer, to purchase approximately 200,000 tablet PCs. Due to defects with the tablet PCs, we cancelled our contract and the outstanding order for approximately 170,000 tablet PCs, for which we would have paid approximately 51 billion. In June 2014, the Korea Fair Trade Commission imposed a fine of approximately 2 billion on us, finding that we cancelled our contract with Enspert without cause. We appealed such decision but the decision was confirmed by the Seoul High Court and the Supreme Court in May 2016 and September 2016, respectively. In April 2017, Enspert filed a lawsuit against us at the Seoul Central Court, claiming damages of approximately 47 billion allegedly caused by our cancellation of the contract between Enspert and us for the tablet PCs.

We are a defendant in various other court proceedings involving claims for civil damages arising in the ordinary course of our business. We are a defendant in an ongoing court proceeding filed by the Industrial Bank of Korea on March 18, 2015. In connection with the filing of court receivership by KT ENGCORE, Industrial Bank of Korea claims that we are liable for 10 billion of the 65.8 billion asset-backed commercial papers of a renewable energy project for which KT ENGCORE was a contractor and guarantor. In October 2017, the Seoul Central Court ruled against the claims of Industrial Bank of Korea, finding we were not to be held liable for the losses of the plaintiff in connection with the bankruptcy of KT ENGCORE.

As of December 31, 2017, we have established provisions relating to litigations of 18 billion. See Note 19 to the Consolidated Financial Statements. While we are unable to predict the ultimate disposition of these claims, in the opinion of our management, the ultimate disposition of these claims will not have a material adverse effect on our business, financial condition and results of operations.

 

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Dividends

The table below sets out the annual dividends declared on the outstanding ordinary shares to shareholders of record on December 31 of the years indicated and the interim dividends declared on the outstanding ordinary shares to shareholders of record on June 30 of the years indicated:

 

Year

   Annual Dividend per
Ordinary Share
     Interim Dividend per
Ordinary Share
     Average Total
Dividend per Ordinary
Share
 
     (In Won)      (In Won)      (In Won)  

2013

     800               800  

2014

     0               0  

2015

     500               500  

2016

     800               800  

2017

     1,000               1,000  

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

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

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

Item 8.B. Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

Item 9. The Offer and Listing

Item 9.A. Offer and Listing Details

Market Price Information

Ordinary Shares

Our shares were listed on the KRX KOSPI Market on December 23, 1998. The price of the shares on the KRX KOSPI Market as of the close of trading on April 16, 2018 was 26,850 per share.

 

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The table below shows the high and low closing prices and the average daily volume of trading activity on the KRX KOSPI Market for the shares since January 2012:

 

     Price      Average Daily
Trading Volume
 
     High      Low     
     (In Won)      (Number of shares)  

2013

     40,850        29,950        1,149,143  

2014

     36,800        28,300        1,051,396  

2015

     32,250        28,250        963,825  

2016

     33,250        26,350        547,426  

First quarter

     29,800        26,350        619,422  

Second quarter

     32,550        29,150        654,800  

Third quarter

     32,750        29,850        454,623  

Fourth quarter

     33,250        29,400        466,237  

2017

     35,400        28,700        638,754  

First quarter

     33,250        28,900        567,549  

Second quarter

     32,800        31,050        587,826  

Third quarter

     35,400        28,700        740,160  

Fourth quarter

     31,300        28,900        655,955  

November

     30,450        29,100        596,418  

December

     31,300        30,250        699,659  

2018 (through April 16)

     30,400        26,700        693,532  

First quarter

     30,400        26,950        725,268  

January

     30,400        29,500        688,747  

February

     29,550        27,450        993,625  

March

     27,850        26,950        553,507  

Second quarter (through April 16)

     27,700        26,700        517,544  

April (through April 16)

     27,700        26,700        517,544  

 

 

Source:    KRX KOSPI Market.

ADSs

The outstanding ADSs, each of which represents one-half of one share of our ordinary share, have been traded on the New York Stock Exchange and the London Stock Exchange since May 25, 1999 until September 18, 2015, the date on which the ADSs were delisted from the London Stock Exchange. The ADSs, including those previously listed on the London Stock Exchange, continue to be tradable on the New York Stock Exchange.

 

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The price of the ADSs on the New York Stock Exchange as of the close of trading on April 16, 2018 was $13.46 per ADS. The table below shows the high and low trading prices and the average daily volume of trading activity on the New York Stock Exchange for our ADSs since January 2012:

 

     Price      Average Daily
Trading Volume
 
     High      Low     
     (In US$)      (Number of ADSs)  

2013

     18.16        14.33        528,291  

2014

     17.46        13.24        440,020  

2015

     14.85        11.83        336,711  

2016

     16.73        11.03        608,543  

First quarter

     13.54        11.03        505,970  

Second quarter

     14.71        13.22        591,603  

Third quarter

     16.73        14.17        674,686  

Fourth quarter

     16.31        13.66        657,875  

2017

     17.11        13.84        864,768  

First quarter

     17.10        13.84        840,494  

Second quarter

     17.11        15.63        775,662  

Third quarter

     18.6        13.87        1,298,422  

Fourth quarter

     15.78        13.9        891,759  

November

     15.6        13.91        842,314  

December

     15.78        15.31        671,375  

2018 (through April 16)

     16.01        12.9        1,037,449  

First quarter

     16.01        12.9        1,079,164  

January

     16.01        14.95        850,010  

February

     15.13        12.9        1,546,663  

March

     13.7        13.0        885,343  

Second quarter (through April 16)

     14.13        13.31        805,986  

April (through April 16)

     14.13        13.31        805,986  

 

 

Source:    New York Stock Exchange.

Item 9.B. Plan of Distribution

Not applicable.

Item 9.C. Markets

The KRX KOSPI Market

On January 27, 2005, the Korea Exchange was established pursuant to the Korea Securities and Futures Exchange Act through the consolidation of the Korea Stock Exchange, the Korea Futures Exchange, the KOSDAQ Stock Market, Inc. (the “KOSDAQ”) and the KOSDAQ Committee within the Korea Securities Dealers Association, which was in charge of the management of the KOSDAQ. There are four different markets operated by the Korea Exchange: the KRX KOSPI Market, the KRX KOSDAQ Market, the KRX KONEX Market and the KRX Derivatives Market. The Korea Exchange has three trading floors located in Seoul, one for the KRX KOSPI Market, one for the KRX KOSDAQ Market, one for the KRX KONEX Market, and one trading floor in Busan for the KRX Derivatives Market. The Korea Exchange is a limited liability company, the shares of which are held by (i) securities companies and futures companies that were formerly members of the Korea Stock Exchange or the Korea Futures Exchange, (ii) the Small & Medium Business Corporation, (iii) the Korea Securities Finance Corporation and (iv) the Korea Financial Investment Association. Currently, the Korea Exchange is the only stock exchange in Korea and is operated by membership, having as its members most of the Korean securities companies and some Korean branches of foreign securities companies.

 

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

The KRX KOSPI Market publishes the KOSPI every ten seconds, which is an index of all equity securities listed on the KRX KOSPI Market. The KOSPI is calculated using the aggregate value method, in which the market capitalizations of all listed companies are aggregated, subject to certain adjustments, and this aggregate is expressed as a percentage of the aggregate market capitalization of all listed companies as of the base date, January 4, 1980.

Movements in KOSPI are set out in the following table together with the associated dividend yields and price earnings ratios:

 

                                 Period Average  

Year

   Opening      High      Low      Closing      Dividend
Yield (1)(2)
(Percent)
     Price
Earnings
Ratio (2)(3)
 

1985

     139.53        163.37        131.40        163.37        5.3        5.2  

1986

     161.40        279.67        153.85        272.61        4.3        7.6  

1987

     264.82        525.11        264.82        525.11        2.6        10.9  

1988

     532.04        922.56        527.89        907.20        2.4        11.2  

1989

     919.61        1,007.77        844.75        909.72        2.0        13.9  

1990

     908.59        928.82        566.27        696.11        2.2        12.8  

1991

     679.75        763.10        586.51        610.92        2.6        11.2  

1992

     624.23        691.48        459.07        678.44        2.2        10.9  

1993

     697.41        874.10        605.93        866.18        1.6        12.7  

1994

     879.32        1,138.75        855.37        1,027.37        1.2        16.2  

1995

     1,027.45        1,016.77        847.09        882.94        1.2        16.4  

1996

     882.29        986.84        651.22        651.22        1.3        17.8  

1997

     647.67        792.29        350.68        376.31        1.5        17.0  

1998

     374.41        579.86        280.00        562.46        1.9        10.8  

1999

     565.10        1,028.07        498.42        1,028.07        1.1        13.5  

2000

     1,028.33        1,059.04        500.60        504.62        2.1        12.9  

2001

     503.31        704.50        468.76        693.70        1.7        16.4  

2002

     698.00        937.61        584.04        627.55        1.6        15.2  

2003

     633.03        822.16        515.24        810.71        2.0        11.8  

2004

     821.26        936.06        719.59        895.92        2.0        13.8  

2005

     896.00        1,379.37        870.84        1,379.37        1.8        10.6  

2006

     1,383.32        1,464.70        1,203.86        1,434.46        1.6        11.1  

2007

     1,438.89        2,064.85        1,355.79        1,897.13        1.4        15.8  

2008

     1,891.45        1,888.88        938.75        1,124.47        2.6        8.9  

2009

     1,132.87        1,718.88        1,018.81        1,682.77        1.2        22.9  

2010

     1,696.14        2,051.00        1,552.79        2,051.00        1.1        18.0  

2011

     2,078.08        2,228.96        1,652.71        1,825.74        1.5        10.5  

2012

     1,826.37        2,049.28        1,769.31        1,997.05        1.3        12.3  

2013

     2,031.10        2,059.58        1,780.63        2,011.34        1.1        12.8  

2014

     1,967.19        2,082.61        1,886.85        1,915.59        1.2        13.2  

2015

     1,926.44        2,173.41        1,829.81        1,961.31        1.4        14.4  

2016

     1,918.76        2,068.72        1,835.28        2,026.46        1.6        13.5  

2017

     2,026.16        2,557.97        2,026.16        2,467.49        1.4        14.3  

2018 (through April 16)

     2,479.65        2,598.19        2,363.77        2,457.49        1.3        13.1  

 

 

Source:    The KRX KOSPI Market

 

(1) Dividend yields are based on daily figures. Dividend yields after January 3, 1985 include cash dividends only.

 

(2)

Starting in April 2000, dividend yield and price earnings ratio are calculated based on KOSPI 200, an index of 200 equity securities listed on the KRX KOSPI Market. Starting in April 2000, KOSPI 200 excludes classified companies, companies

 

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  which did not submit annual reports to the KRX KOSPI Market, and companies which received qualified opinion from external auditors.

 

(3) The price earnings ratio is based on figures for companies that record a profit in the preceding year.

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

With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights,” permitted upward and downward movements in share prices of any category of shares on any day are limited under the rules of the KRX KOSPI Market to 30% of the previous day’s closing price of the shares, rounded down as set out below:

 

Previous Days’ Closing Price

   Rounded
Down To
 

Less than 5,000

   5  

5,000 to less than 10,000

   10  

10,000 to less than 50,000

   50  

50,000 to less than 100,000

   100  

100,000 to less than 500,000

   500  

500,000 or more

   1,000  

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

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

 

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

 

     Market Capitalization
on the Last Day of Each Period
     Average Daily Trading Volume, Value  

Year

   Number of
Listed
Companies
     (Billions
of Won)
     (Millions of
Dollars) (1)
     Thousands
of Shares
     (Millions
of Won)
     (Thousands
of Dollars) (1)
 

1985

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

1986

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

1987

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

1988

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

1989

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

1990

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

1991

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

1992

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

1993

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

1994

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

1995

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

1996

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

1997

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

1998

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

1999

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

2000

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

2001

     689        253,843        191,421        473,241        1,997,420        1,506,237  

2002

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

2003

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

2004

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

2005

     702        655,075        646,668        467,629        3,157,662        3,117,139  

2006

     731        704,588        757,948        279,096        3,435,180        3,695,332  

2007

     746        951,887        1,014,589        363,732        5,539,588        5,904,485  

2008

     765        576,888        458,757        355,205        5,189,644        4,126,953  

2009

     770        887,316        759,949        483,902        5,783,552        4,953,367  

2010

     777        1,141,885        1,002,621        380,859        5,619,768        4,934,382  

2011

     791        1,041,999        903,493        353,760        6,863,146        5,950,877  

2012

     784        1,154,294        1,077,672        486,480        4,823,643        4,503,448  

2013

     777        1,185,974        1,123,826        328,325        3,993,422        3,784,158  

2014

     773        1,192,253        1,084,655        278,082        3,983,580        3,624,072  

2015

     770        1,242,832        1,060,437        455,256        5,351,734        4,566,326  

2016

     779        1,308,440        1,082,698        376,772        4,523,044        3,742,693  

2017

     774        1,605,821        1,498,806        340,457        5,325,760        4,970,842  

2018 (through April 16)

     777        1,638,626        1,531,426        393,456        7,031,950        6,571,916  

 

 

Source: The KRX KOSPI Market

 

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

The Korean securities markets are principally regulated by the Financial Services Commission of Korea and the FSCMA. The Securities and Exchange Act which regulated the securities markets in the past was replaced with the FSCMA on February 4, 2009. The new law, as did the Securities and Exchange Act, imposes restrictions on insider trading and price manipulation, requires specified information to be made available by listed companies to investors and establishes rules regarding margin trading, proxy solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests.

Further Opening of the Korean Securities Market

A stock index futures market was opened on May 3, 1996 and a stock index option market was opened on July 7, 1997, in each case at the KRX KOSPI Market. Remittance and repatriation of funds

 

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in connection with investment in stock index futures and options are subject to regulations similar to those that govern remittance and repatriation in the context of foreign investment in Korean stocks.

Foreign investors are permitted to invest in warrants representing the right to subscribe for shares of a company listed on the KRX KOSPI Market or registered on the KRX KOSDAQ Market, subject to certain investment limitations. A foreign investor may not acquire such warrants with respect to shares of a class of a company for which the ceiling on aggregate investment by foreigners has been reached or exceeded.

Foreign investors are permitted to invest in all types of corporate bonds, bonds issued by national or local governments and bonds issued in accordance with certain special laws without being subject to any aggregate or individual investment ceiling. The Financial Services Commission sets forth procedural requirements for such investments. Foreigners are permitted to invest in certificates of deposit and repurchase agreements.

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

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

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

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

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

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

As the cash deposited with a securities company is regarded as belonging to the securities company, which is liable to return the same at the request of its customer, the customer cannot take back deposited cash from the securities company if a bankruptcy or reorganization procedure is instituted against the securities company and, therefore, can suffer from loss or damage as a result.

 

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However, the Depositor Protection Act provides that Korea Deposit Insurance Corporation will, upon the request of the investors, pay investors up to 50 million in case of the securities company’s bankruptcy, liquidation, cancellation of securities business license or other insolvency events. Pursuant to the FSCMA, securities companies are required to deposit the cash received from its customers to the extent the amount not covered by the insurance with the Korea Securities Finance Corporation, a special entity established pursuant to the Securities and Exchange Act.

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

Item 9.D. Selling Shareholders

Not applicable.

Item 9.E. Dilution

Not applicable.

Item 9.F. Expenses of the Issuer

Not applicable.

Item 10. Additional Information

Item 10.A. Share Capital

Currently, our authorized share capital is 1,000,000,000 shares, which consists of ordinary shares, par value 5,000 per share (“Ordinary Shares”) and shares of non-voting preferred stock, par value 5,000 per share (“Non-Voting Shares”). Ordinary Shares and Non-Voting Shares together are referred to as “Shares.” Under our articles of incorporation, we are authorized to issue Non-Voting Shares up to one-fourth of our total issued share capital. As of December 31, 2017, 261,111,808 Ordinary Shares were issued, of which 16,014,753 shares were held by the treasury stock fund or us as treasury shares. We have never issued any Non-Voting Shares. All of the issued Ordinary Shares are fully-paid and non-assessable and are in registered form. We issue share certificates in denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares.

Item 10.B. Memorandum and Articles of Association

This section provides information relating to our share capital, including brief summaries of material provisions of our articles of incorporation, the FSCMA, the Commercial Code and related laws of Korea, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the FSCMA and the Commercial Code. We have filed a copy of our articles of incorporation as an exhibit to registration statements under the Securities Act or the Securities Exchange Act previously filed by us.

Dividends

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

 

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

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

Under the Commercial Code, we may pay our dividend only out of the excess of our net assets, on a non-consolidated basis, over the sum of (1) our stated capital and (2) the total amount of our capital surplus reserve and earned surplus reserve (the “Legal Reserve”) accumulated up to the end of the relevant dividend period. In addition, we may not pay any dividend unless we have set aside as earned surplus reserve an amount equal to at least 10% of the cash portion of the dividend or unless we have accumulated an earned surplus reserve of not less than one-half of our stated capital. We may not use the Legal Reserve to pay cash dividends but may transfer amounts from the Legal Reserve to share capital or use the Legal Reserve to reduce an accumulated deficit.

Distribution of Free Shares

In addition to paying dividends in Shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from the Legal Reserve to our stated capital in the form of free shares. We must distribute such free shares to all our shareholders in proportion to their existing shareholdings.

Preemptive Rights and Issuance of Additional Shares

We may issue authorized but unissued shares at times and, unless otherwise provided in the Commercial Code, on terms our board of directors may determine. Subject to the limitation described in “Limitation on Shareholdings” below, all our shareholders are generally entitled to subscribe for any newly issued Shares in proportion to their existing shareholdings. We must offer new Shares on uniform terms to all shareholders who have preemptive rights and are listed on our shareholders’ register as of the relevant record date. Under the Commercial Code, we may vary, without shareholders’ approval, the terms of these preemptive rights for different classes of shares. We must give notice to all persons who are entitled to exercise preemptive rights regarding new Shares and their transferability at least two weeks before the relevant record date. Our board of directors may determine how to distribute Shares for which preemptive rights have not been exercised or where fractions of Shares occur.

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

 

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pursuant to a board resolution to persons other than existing shareholders, who in these circumstances will not have preemptive rights, if the new Shares are:

 

    publicly offered pursuant to Articles 4 and 119 of the FSCMA;

 

    issued to members of our employee stock ownership association;

 

    represented by depositary receipts;

 

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

 

    issued through an offering to public investors pursuant to Article 165-6 of the FSCMA, the amount of which is no more than 10% of the issued Shares;

 

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

 

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

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

Members of our employee stock ownership association, whether or not they are our shareholders, generally have a preemptive right to subscribe for up to 20.0% of the Shares publicly offered pursuant to the FSCMA. This right is exercisable only to the extent that the total number of Shares so acquired and held by members of our employee stock ownership association does not then exceed 20.0% of the total number of Shares then issued (including in such total both: (i) all issued and outstanding Shares at the time the preemptive rights are exercised; and (ii) all Shares to be newly issued in the applicable share issuance transaction in connection with which such preemptive rights are exercised). As of December 31, 2017, 0.5% of the issued Shares were held by members of our employee stock ownership association.

Limitation on Shareholdings

The Telecommunications Business Act permits maximum aggregate foreign shareholding in us to be 49.0% of our total issued and outstanding Shares with voting rights (including equivalent securities with voting rights, e.g., depositary certificates and certain other equity interests). For the purposes of the foregoing, a shareholder is a “foreign shareholder” if such shareholder is: (1) a foreign person; (2) a foreign government; or (3) a company whose largest shareholder is a foreign person (including any “specially related persons” as determined under the FSCMA) or a foreign government, in circumstances where (i) such foreign person or foreign government holds, in aggregate, 15.0% or more of such company’s total voting shares, and (ii) such company holds at least 1.0% of our total issued and outstanding Shares with voting rights. For the avoidance of doubt, both of conditions (i) and (ii) in the foregoing item (3) must exist for such a company to be counted as a “foreign shareholder” for the purposes of calculating whether the 49.0% foreign shareholding threshold is reached under the Telecommunications Business Act. In addition, the Telecommunications Business Act prohibits a foreign shareholder from being our largest shareholder if such shareholder owns 5.0% or more of our Shares with voting rights. For the purposes of this restriction, any two or more foreign persons or foreign governments who enter into an agreement to act in concert in the exercise of their voting rights

 

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will be counted together and prohibited from becoming our largest shareholder in the event that they collectively hold 5.0% or more of our Shares. For the purposes of this restriction under the Foreign Investment Promotion Act, a “foreign shareholder” is defined in the same manner as described above with respect to the foreign shareholding restriction under the Telecommunications Business Act, provided, however, that no exception is made under the Foreign Investment Promotion Act regulations for companies that own less than 1.0% of our Shares (see item (3)(ii) above in this paragraph). A foreigner who has acquired the Shares in excess of such ceiling described above may not exercise its voting rights for shares in excess of such limitation, and the MSIT may require corrective measures to comply with the ownership restrictions.

General Meeting of Shareholders

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

 

    as necessary;

 

    at the request of shareholders of an aggregate of 3.0% or more of our issued Ordinary Shares;

 

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

 

    at the request of our Audit Committee.

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

Our general meetings of shareholders are held at our office in Seoul, or if necessary, may be held elsewhere.

Voting Rights

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

Our shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the voting shares present or represented at the meeting, where the affirmative votes also represent at

 

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least one-fourth of our total voting shares then outstanding. However, under the Commercial Code and our articles of incorporation, the following matters, among others, require approval by the holders of at least two-thirds of the voting shares present or represented at a meeting, where the affirmative votes also represent at least one-third of our total voting shares then outstanding:

 

    amending our articles of incorporation;

 

    removing a director;

 

    reduction of our share capital;

 

    effecting any dissolution, merger or consolidation of us;

 

    transferring the whole or any significant part of our business;

 

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

 

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

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

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

Holders of ADRs exercise their voting rights through the ADR depositary, an agent of which is the record holder of the underlying Ordinary Shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the ADR depositary how to vote the Ordinary Shares underlying their ADSs. See “Item 12. Description of Securities Other than Equity Securities—Item 12.D. American Depositary Shares.”

Appraisal Rights of Dissenting Shareholders

In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their Shares. To exercise this right, shareholders must submit to us a written notice of their intention to dissent before the general meeting of shareholders. Within 20 days after the relevant resolution is passed at a meeting, the dissenting shareholders must request us in writing to purchase their Shares. We are obligated to purchase the Shares of dissenting shareholders

 

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within one month after the expiration of the 20-day period. The purchase price for the Shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a price through negotiation, the purchase price will be the average of (1) the weighted average of the daily Share prices on the KRX KOSPI Market for the two-month period before the date of the adoption of the relevant board resolution, (2) the weighted average of the daily Share price on the KRX KOSPI Market for the one month period before the date of the adoption of the relevant board resolution and (3) the weighted average of the daily Share price on the KRX KOSPI Market for the one week period before the date of the adoption of the relevant board resolution. However, if we or any of the dissenting shareholders do not accept the purchase price calculated using the above method, the rejecting party may request the court to determine the purchase price. Holders of ADSs will not be able to exercise appraisal rights unless they have withdrawn the underlying ordinary shares and become our direct shareholders.

Register of Shareholders and Record Dates

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

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

Annual Reports

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

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

Transfer of Shares

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

 

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

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

Acquisition of Shares by Us

Under the Commercial Code, we may acquire our own Shares by (i) purchasing on the KRX KOSPI Market, or (ii) purchasing from shareholders on a pro rata basis in accordance with the number of shares held by each shareholder. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year. Moreover, we must acquire our own Shares from dissenting shareholders who exercise their appraisal rights.

Under the FSCMA, we may acquire Shares only by (i) purchasing on the KRX KOSPI Market, (ii) purchasing from shareholders on a pro rata basis in accordance with the number of shares held by each shareholder, or (iii) receiving Shares returned to us upon the cancellation or termination of a trust agreement with a trustee who acquired the Shares by either of the methods indicated above. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year.

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

As of December 31, 2017, there were 16,014,753 treasury shares including shares held by our treasury stock fund.

Liquidation Rights

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

Item 10.C. Material Contracts

We have not entered into any material contracts since January 1, 2012, other than in the ordinary course of our business. For information regarding our agreements and transactions with certain related parties, see “Item 7. Major Shareholders and Related Party Transactions—Item 7.B. Related Party Transactions” and Note 36 to the Consolidated Financial Statements. For a description of certain agreements entered into during the past two years related to our capital commitments and obligations, see “Item 5. Operating and Financial Review and Prospects—Item 5.B. Liquidity and Capital Resources.”

Item 10.D. Exchange Controls

General

The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree (collectively the “Foreign Exchange Transaction Laws”) regulate investment in Korean

 

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

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

Government Review of Issuance of ADSs

In order for us to issue shares represented by ADSs, we are required to file a prior report of the issuance with the Ministry of Strategy and Finance if our securities and borrowings denominated in foreign currencies issued during the one-year period preceding such filing date exceed US$30 million in aggregate. No further Korean governmental approval is necessary for the initial offering and issuance of the ADSs.

Under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us or with the consent of us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to these ADSs) and (2) the number of shares on deposit with the depositary bank at the time of such proposed deposit. We can give no assurance that we would grant our consent, if our consent is required. Therefore, a holder of ADRs who surrenders ADRs and withdraws shares may not be permitted subsequently to deposit those shares and obtain ADRs.

Reporting Requirements for Holders of Substantial Interests

Any person whose direct or beneficial ownership of shares, whether in the form of shares or ADSs, certificates representing the rights to subscribe for Shares and equity-related debt securities including convertible bonds and bonds with warrants (collectively, the “Equity Securities”) together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with the person accounts for 5.0% or more of the total issued Equity Securities is required to report the status of the holdings to the Financial Services Commission and the KRX KOSPI Market within five business days after reaching the 5.0% ownership interest. In addition, any change in the ownership interest subsequent to the report which equals or exceeds 1.0% of the total issued Equity Securities is required to be reported to the Financial Services Commission and the KRX KOSPI Market within five business days from the date of the change. The required information to be included in the 5.0% report may be different if the acquisition of such shareholding interest is for the purpose of exercising influence over the management, as opposed to an acquisition for investment purposes. Any person reporting the holding of 5.0% or more of the total issued Equity Securities and any person reporting the

 

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change in the ownership interest which equals or exceeds 1.0% of the total issued Equity Securities pursuant to the requirements described above must also deliver a copy of such reports to us.

Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment and may result in a loss of voting rights with respect to the unreported ownership of Equity Securities exceeding 5.0%. Furthermore, the Financial Services Commission may issue an order to dispose of non-reported Equity Securities.

Restrictions Applicable to ADSs

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

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

Restrictions Applicable to Shares

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

 

    odd-lot trading of shares;

 

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

 

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

 

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

 

    shares acquired by foreign direct investment as defined in the Foreign Investment Promotion Act;

 

    disposal of shares pursuant to the exercise of appraisal rights of dissenting shareholders;

 

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    disposal of shares in connection with a tender offer;

 

    acquisition of shares by a foreign depositary in connection with the issuance of depositary receipts;

 

    acquisition and disposal of shares through overseas stock exchange market if such shares are simultaneously listed on the KRX KOSPI Market or the KRX KOSDAQ Market and such overseas stock exchange;

 

    acquisition and disposal of shares through alternative trading systems (ATS);

 

    arm’s length transactions between foreigners, if all of such foreigners belong to an investment group managed by the same person.

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

The Investment Rules require a foreign investor who wishes to invest in shares on the KRX KOSPI Market or the KRX KOSDAQ Market (including Converted Shares) to register its identity with the Financial Supervisory Service prior to making any such investment; however, the registration requirement does not apply to foreign investors who acquire Converted Shares with the intention of selling such Converted Shares within three months from the date of acquisition of the Converted Shares or who acquire the shares in an over-the-counter transaction or dispose of shares where such acquisition or disposal is a foreign direct investment as defined in the Foreign Investment Promotion Act. Upon registration, the Financial Supervisory Service will issue to the foreign investor an investment registration certificate that must be presented each time the foreign investor opens a brokerage account with a financial investment business entity. Foreigners eligible to obtain an investment registration certificate include foreign nationals who are individuals residing abroad for more than six months, foreign governments, foreign municipal authorities, foreign public institutions, corporations incorporated under foreign laws, international organizations, funds and associations as defined under the FSCMA. All Korean offices of a foreign corporation as a group are treated as a separate entity from the offices of the corporation outside Korea. However, a foreign corporation or depositary bank issuing depositary receipts may obtain one or more investment registration certificates in its name in certain circumstances as described in the relevant regulations.

Upon a foreign investor’s purchase of shares through the KRX KOSPI Market or the KRX KOSDAQ Market, no separate report by the investor is required because the investment registration certificate system is designed to control and oversee foreign investment through a computer system. However, a foreign investor’s acquisition or sale of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market (as discussed above) must be reported by the foreign investor or his standing proxy to the Governor of the Financial Supervisory Service at the time of each such acquisition or sale; provided, however, that in cases where a foreigner acquires shares through the exercise of rights as a holder of ADSs (or other depositary certificates), the foreigner must cause such report to the Governor of the Financial Supervisory Service to be filed by the Korea Securities Depository; and further provided that a foreign investor must ensure that any acquisition or sale by it of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market in the case of trades in connection with a tender offer, odd-lot trading of shares or trades of a class of shares for which the aggregate foreign ownership

 

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limit has been reached or exceeded, is reported to the Governor of the Financial Supervisory Service by the investment trader, the investment broker, the Korea Securities Depository or the financial securities company engaged to facilitate such transaction. A foreign investor may appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks, including domestic branches of foreign banks, investment traders, investment brokers, the Korea Securities Depository, financial securities companies and internationally recognized custodians that satisfy all relevant requirements under the FSCMA.

Certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea. Only the Korea Securities Depository, foreign exchange banks including domestic branches of foreign banks, investment traders, investment brokers, collective investment business entities and internationally recognized custodians satisfying the relevant requirements under the FSCMA are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits its shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of the Governor of the Financial Supervisory Service in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.

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

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he must open a foreign currency account and a Won account exclusively for stock investments. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened at an investment broker or an investment trader. Funds in the foreign currency account may be remitted abroad without any governmental approval.

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

Investment brokers and investment traders are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea.

 

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Through these accounts, these investment brokers and investment traders may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

Item 10.E. Taxation

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

Korean Taxation

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

 

    a resident of Korea;

 

    a corporation organized under Korean law; or

 

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

Shares or ADSs

Dividends on Ordinary Shares or ADSs

Unless an applicable tax treaty provides otherwise, we will deduct Korean withholding tax from dividends paid to you either in cash or shares at a rate of 22.0% (including local income tax). If you are a resident of a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax under such a treaty. For example, if you are a qualified resident of the United States for purposes of the US-Korea Tax Treaty (the “Treaty”) and you are the beneficial owner of a dividend, a reduced withholding tax rate of 16.5% (including local income tax) generally will apply. You will not be entitled to claim treaty benefits if you are not the beneficial owner of a dividend.

In order to obtain the benefits of a reduced withholding tax rate under a tax treaty, you must submit to us, prior to the dividend payment date, an application for entitlement to a reduced tax rate. If you hold ADSs and receive the dividends through a depositary, you are not required to submit the application for entitlement to a reduced tax rate. If you are an overseas investment vehicle (an “OIV”), which is defined as an organization established in a non-Korean jurisdiction that manages funds collected through investment solicitation by way of acquiring, disposing, or otherwise investing in any such assets and distributes the yield therefrom to investors), you must submit to us a report of the OIV and a schedule of beneficial owners together with their applications for entitlement to a reduced tax rate, which you should collect from each beneficial owner. Excess taxes withheld may be recoverable if you subsequently produce satisfactory evidence that you were entitled to have tax withheld at a lower rate.

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

 

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Capital Gains

Capital gains from a sale of ordinary shares will generally be exempt from Korean taxation if you have owned, together with certain related parties, less than 25.0% of our total issued shares during the year of sale and the five calendar years before the year of sale, and the sale is made through the KRX KOSPI Market, and you have no permanent establishment in Korea. Capital gains earned by a non-Korean holder from a sale of ADSs outside of Korea are exempt from Korean taxation by virtue of the Special Tax Treatment Control Law of Korea (the “STTCL”), provided that the issuance of the ADSs is deemed to be an overseas issuance under the STTCL.

If you are subject to Korean taxation on capital gains from a sale of ADSs, or ordinary shares that you acquired as a result of a withdrawal, your gain will be calculated based on your cost of acquiring the ADSs representing the ordinary shares, although there are no specific Korean tax provisions or rulings on this issue. In the absence of the application of a tax treaty that exempts tax on capital gains, the amount of Korean tax imposed on such capital gains will be the lesser of 11.0% (including local income tax) of the gross realization proceeds or, subject to the production of satisfactory evidence of the acquisition cost and the transaction costs of the ADSs, 22.0% (including local income tax) of the net capital gain.

If you are subject to Korean taxation on capital gains from a sale of ADSs, or ordinary shares that you acquire as a result of a withdrawal, and you sell your ordinary shares or ADSs, the purchaser or, in the case of a sale of ordinary shares on the KRX KOSPI Market or through a licensed securities company in Korea, the licensed securities company, is required to withhold Korean tax from the sales price in an amount equal to 11% (including local income tax) of the gross realization proceeds and to make payment thereof to the Korean tax authorities, unless you establish your entitlement to an exemption from taxation under an applicable tax treaty or produce satisfactory evidence of your acquisition cost and the transaction costs for the ordinary shares or ADSs. In order to obtain the benefit of an exemption from tax pursuant to a tax treaty, you must submit to the purchaser or the securities company (or through the depositary), as the case may be, prior to the first payment, an exemption application, together with a certificate of your tax residence issued by a competent authority of your residence country. If you are an OIV, you must submit a report of the OIV and a schedule of beneficial owners together with their applications for exception, which you should collect from each beneficial owner. The withholding obligor must submit the application and the report to the relevant tax office by the ninth day of the month following the date of the first payment of such income. This requirement will not apply to exemptions under Korean tax law. Excess taxes withheld may be recoverable if you subsequently produce satisfactory evidence that you were entitled to have taxes withheld at a lower rate.

Most tax treaties that Korea has entered into provide exemptions for capital gains tax for capital gains from sale of ordinary shares. However, Korea’s tax treaties with Japan, Austria, Spain and a few other countries do not provide an exemption from such capital gains tax. For example, Article 13 of Korea’s tax treaty with Japan provides that if a taxpayer holding 25% or more (including those shares held by any related party of the taxpayer) of total issued shares of a company in a taxable year sells 5% or more (including those sold by any related party of the taxpayer) of total issued shares of the same company in the same taxable year, the country where the company is a resident may impose tax on such taxpayer.

Inheritance Tax and Gift Tax

Korean inheritance tax is imposed upon (a) all assets (wherever located) of the deceased if at the time of his death he was domiciled in Korea or had resided in Korea for at least 183 days immediately prior to his death and (b) all property located in Korea which passes on death (irrespective

 

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of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. Taxes are currently imposed at the rate of 10% to 50% if the value of the relevant property is above a certain limit and vary according to the identity of the parties involved.

Under Korean Inheritance and Gift Tax Law, shares issued by a Korean corporation are deemed located in Korea irrespective of where they are physically located or by whom they are owned. It remains unclear whether, for Korean inheritance and gift tax purposes, a non-resident holder of ADSs will be treated as the owner of the shares underlying the ADSs. If such non-resident is treated as the owner of the shares, the heir or donee of such non-resident (or in certain circumstances, the non-resident as the donor) will be subject to Korean inheritance or gift tax at the same rate as described above.

Securities Transaction Tax

If you transfer ordinary shares on the KRX KOSPI Market, you will be subject to the securities transaction tax at a rate of 0.15% and an agriculture and fishery special tax at a rate of 0.15%, calculated based on the sales price of the shares. If you transfer ordinary shares and your transfer is not made on the KRX KOSPI Market you will generally be subject to the securities transaction tax at a rate of 0.5% and will generally not be subject to the agriculture and fishery special tax.

With respect to transfers of ADSs, a tax ruling issued in 2004 by the Korean tax authority appears to hold that depositary receipts (such as the ADSs) constitute share certificates subject to the securities transaction tax. In May 2007, the Seoul Administrative Court held that depositary receipts do not constitute share certificates subject to the securities transaction tax. In 2008, the Seoul Administrative Court’s holding was upheld by the Seoul High Court and was further upheld by the Supreme Court. Subsequent to this series of rulings, however, the Securities Transaction Tax Law was amended to expressly provide that depositary receipts constituted a form of share certificates subject to the securities transaction tax. However, the sale price of ADSs from a transfer of depositary receipts listed on the New York Stock Exchange, the Nasdaq National Market or other qualified foreign exchanges are exempt from the securities transaction tax.

United States Federal Income Taxation

The following discussion describes the material United States federal income tax consequences of the ownership of our ADSs and ordinary shares as of the date hereof. This discussion deals only with ADSs and ordinary shares that are held as capital assets by a United States Holder (as defined below). In addition, the discussion set forth below is applicable only to United States Holders (i) who are residents of the United States for purposes of the current Treaty, (ii) whose ADSs or ordinary shares are not, for purposes of the Treaty, effectively connected with a permanent establishment in Korea and (iii) who otherwise qualify for the full benefits of the Treaty.

As used herein, the term “United States Holder” means a beneficial owner of our ADSs or ordinary shares that is, for United States federal income tax purposes, any of the following:

 

    an individual citizen or resident of the United States;

 

    a corporation (or other entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

 

    an estate the income of which is subject to United States federal income taxation regardless of its source; or

 

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    a trust if it (1) is subject to the primary supervision of a court within the United States and one or more United States persons have the authority to control all substantial decisions of the trust or (2) has a valid election in effect under applicable United States Treasury regulations to be treated as a United States person.

This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof. Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. In addition, this discussion is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

 

    a dealer in securities or currencies;

 

    a financial institution;

 

    a regulated investment company;

 

    a real estate investment trust;

 

    an insurance company;

 

    a tax-exempt organization;

 

    a person holding our ADSs or ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

 

    a trader in securities that has elected the mark-to-market method of accounting for your securities;

 

    a person liable for alternative minimum tax;

 

    a person who owns or is deemed to own 10% or more of our voting stock;

 

    a partnership or other pass-through entity for United States federal income tax purposes; or

 

    a person whose “functional currency” is not the United States dollar.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our ADSs or ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our ADSs or ordinary shares, you should consult your tax advisors.

 

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This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the purchase of our ADSs or ordinary shares, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of our ADSs or ordinary shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax.

Taxation of Dividends

The gross amount of distributions on the ADSs or ordinary shares (including any amounts withheld to reflect Korean withholding taxes) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits for a taxable year, the distribution will first be treated as a tax-free return of capital, causing a reduction in the tax basis of the ADSs or ordinary shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain recognized on a sale or exchange. We do not, however, expect to determine earnings and profits in accordance with United States federal income tax principles. Therefore, you should expect that a distribution will generally be treated as a dividend.

Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. With respect to non-corporate United States investors, certain dividends received from a qualified foreign corporation may be subject to reduced rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the United States Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The United States Treasury Department has determined that the Treaty meets these requirements, and we believe we are eligible for the benefits of the Treaty. However, non-corporate holders that do not meet a minimum holding period requirement during which they are not protected from the risk of loss or that elect to treat the dividend income as “investment income” pursuant to Section 163(d)(4) of the Code will not be eligible for the reduced rates of taxation. In addition, the rate reduction will not apply to dividends if the recipient of a dividend is obligated to make related payments with respect to positions in substantially similar or related property. This disallowance applies even if the minimum holding period has been met. You should consult your own tax advisors regarding the application of these rules to your particular circumstances.

Non-corporate United States Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company in the taxable year in which such dividends are paid or in the preceding taxable year (see “—Passive Foreign Investment Company” below).

 

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The amount of any dividend paid in Won will equal the United States dollar value of the Won received calculated by reference to the exchange rate in effect on the date the dividend is received by you, in the case of ordinary shares, or by the depositary, in the case of ADSs, regardless of whether the Won are converted into United States dollars. If the Won received as a dividend are converted into United States dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Won received as a dividend are not converted into United States dollars on the date of receipt, you will have a basis in the Won equal to their United States dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Won will be treated as United States source ordinary income or loss.

Subject to certain conditions and limitations (including a minimum holding period requirement), Korean withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ADSs or ordinary shares will be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Passive Foreign Investment Company

Based on the past and projected composition of our income and assets, and the valuation of our assets we do not believe we would have been a passive foreign investment company, or PFIC, for our most recent taxable year if we were taxable as a corporation for United States federal income tax purposes, and we do not expect to become a PFIC in the current taxable year or the foreseeable future, although there can be no assurance in this regard.

In general, we will be a PFIC for any taxable year in which:

 

    at least 75% of our gross income is passive income, or

 

    at least 50% of the value (determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.

The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. If we are a PFIC for any taxable year during which you hold our common shares, you will be subject to special tax rules discussed below.

If we are a PFIC for any taxable year during which you hold our common shares and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of common shares. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the common shares. Under these special tax rules:

 

    the excess distribution or gain will be allocated ratably over your holding period for the common shares,

 

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    the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

 

    the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our common shares, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you hold the common shares (even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your common shares had been sold on the last day of the last taxable year during which we were a PFIC. You are urged to consult your own tax advisor about this election.

In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to your common shares provided such common shares are treated as “marketable stock.” The common shares generally will be treated as marketable stock if they are regularly traded on a “qualified exchange or other market” (within the meaning of the applicable Treasury regulations).

If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the fair market value of your common shares at the end of the year over your adjusted tax basis in the common shares. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the common shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the common shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, upon the sale or other disposition of your common shares in a year that we are a PFIC, any gain will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of previously included income as a result of the mark-to-market election.

If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the common shares are no longer regularly traded on a qualified exchange or other market, or the Internal Revenue Service consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

Alternatively, you can sometimes avoid the special tax rules described above by electing to treat a PFIC as a “qualified electing fund” under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

If we are a PFIC for any taxable year during which you hold our common shares and any of our non-United States subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

You will generally be required to file Internal Revenue Service Form 8621 if you hold our common shares in any year in which we are classified as a PFIC. You are urged to consult your tax

 

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advisors concerning the United States federal income tax consequences of holding common shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of the ADSs or ordinary shares in an amount equal to the difference between the amount realized for the ADSs or ordinary shares and your tax basis in the ADSs or ordinary shares. Such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the ADSs or ordinary shares for more than one year. Long-term capital gains of non-corporate United States Holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss.

You should note that any Korean securities transaction tax will not be treated as a creditable foreign tax for United States federal income tax purposes, although you may be entitled to deduct such taxes, subject to applicable limitations under the Code.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our ADSs or ordinary shares and the proceeds from the sale, exchange or other disposition of our ADSs or ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the Internal Revenue Service.

Item 10.F. Dividends and Paying Agents

See “Item 8. Financial Information—Item 8.A. Consolidated Statements and Other Financial Information—Dividends” for information concerning our dividend policies and our payment of dividends. See “—Item 10.B. Memorandum and Articles of Association—Dividends” for a discussion of the process by which dividends are paid on our ordinary shares. See “Item 12. Description of Securities Other than Equity Securities—Item 12.D. American Depositary Shares” for a discussion of the process by which dividends are paid on our ADSs. The paying agent for payment of our dividends on ADSs in the United States is Citibank, N.A.

Item 10.G. Statements by Experts

Not applicable.

Item 10.H. Documents on Display

We are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended, and, in accordance therewith, are required to file reports, including annual reports on Form 20-F, and other information with the U.S. Securities and Exchange Commission. These materials, including this annual report and the exhibits thereto, may be inspected and copied at the Commission’s public reference rooms in Washington, D.C., New York, New York and Chicago, Illinois.

 

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Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. We are required to make filings with the Commission by electronic means, which will be available to the public over the Internet at the Commission’s web site at http://www.sec.gov.

Item 10.I. Subsidiary Information

Not applicable.

Item 11. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to foreign exchange rate and interest rate risks primarily associated with underlying liabilities, and to equity price risk as a result of our investment in equity securities. Our long-term financial policies are annually reported to our Board of Directors, and our Finance division conducts financial risk management and assessment. Upon identification and evaluation of our risk exposures, we, having considered various circumstances, enter into derivative financial instruments to try to manage some of such risks. These contracts are entered into with major financial institutions, thereby minimizing the risk of credit loss. The activities of our finance division are subject to policies approved by our foreign exchange and interest rate risk management committee. These policies address the use of derivative financial instruments, including the approval of counterparties, setting of limits and investment of excess liquidity. Our general policy is to hold or issue derivative financial instruments largely for hedging purposes.

For our trading financial instruments, we recognized a valuation gain of 0 and a valuation loss of 2 billion in 2015, a valuation gain of 1 billion and a valuation loss of 8 billion in 2016 and a valuation gain of 0 billion and a valuation loss of 4 billion in 2017. For our hedging derivative contracts, we recognized a valuation gain of 142 billion, a valuation loss of 2 billion and accumulated other comprehensive income of 148 billion in 2015, a valuation gain of 109 billion, a valuation loss of 0.1 billion and accumulated other comprehensive income of 85 billion in 2016 and a valuation gain of 0.1 billion, a valuation loss of 210 billion and accumulated other comprehensive loss of 147 billion in 2017. For further details regarding the assets, liabilities, gains and losses recorded relating to our derivative contracts outstanding as of December 31, 2015, 2016 and 2017, see Note 7 to the Consolidated Financial Statements.

Exchange Rate Risk

Substantially all of our cash flow is denominated in Won. We are exposed to foreign exchange risk related to foreign currency denominated liabilities and anticipated foreign exchange payments. Anticipated foreign exchange payments, mostly in U.S. Dollars, relate primarily to payments of foreign currency denominated debt, net settlements paid to foreign telecommunication carriers and payments for equipment purchased from foreign suppliers. We have entered into several currency swap contracts, combined interest currency swap contracts and currency forward contracts to hedge our foreign currency risks.

 

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The following table shows our assets and liabilities denominated in foreign currency as of December 31, 2015, 2016 and 2017:

 

     As of December 31,  
     2015      2016      2017  

(in thousands of foreign currencies)

   Financial
assets
     Financial
liabilities
     Financial
assets
     Financial
liabilities
     Financial
assets
     Financial
liabilities
 

U.S. Dollar

     183,254        2,351,003        210,474        2,536,090        236,476        1,908,831  

Special Drawing Right

     444        849        311        737        306        738  

Japanese Yen

     73,716        40,279,411        80,555        21,802,051        28,267        21,801,443  

British Pound

     8        888        1        151               74  

Euro

     29        29        40        2,571        186        3,625  

Algerian Dinar

                   471               47         

Chinese Yuan

     15,562        107        15,262        381        46,555        10  

Uzbekistani Som

                   39,531               136,787         

Rwandan Franc

                   1,203               3,346         

Indonesian Rupiah

                   15,646,011        53,142,167        14,886,393        710,162  

Myanmar Kyat

                   2,750               84         

Tanzanian Shilling

                   29,987               317,348         

Botswana Pula

                   15               42         

Hong Kong Dollar

     9               254                       

Bangladeshi Taka

     6               69,473               38,074         

Polish Zloty

     207,273               106,025               338         

Vietnamese Dong

     270,000               515,412               311,649         

Swiss Franc

                                        12  

As of December 31, 2015, 2016 and 2017, a 10% increase in the exchange rate between the Won and all foreign currencies, with all other variables held constant, would have decreased our income before income tax by 52 billion, 28 billion and 10 billion, respectively, and total equity by 46 billion, 24 billion and 7 billion, respectively, with a 10% decrease in the exchange rate having the opposite effect. The foregoing sensitivity analysis assumes that all variables other than foreign exchange rates are held constant, and as such, does not reflect any correlation between foreign exchange rates and other variables, nor our decision to decrease the risk. See Note 35 to the Consolidated Financial Statements.

Interest Rate Risk

We are also subject to market risk exposure arising from changing interest rates. A reduction of interest rates increases the fair value of our debt portfolio, which is primarily of a fixed interest nature. We use, to a limited extent, interest rate swap contracts and combined interest rate and currency swap contracts to reduce interest rate volatility on some of our debt and manage our interest expense by achieving a balanced mixture of floating and fixed rate debt. We entered into several interest rate swap contracts in which we exchange fixed interest rate payments with variable interest rate payments for a specified period, as well as entered into the combined interest rate and currency swap contracts to hedge our interest rate risk.

 

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The following table summarizes the principal amounts, fair values, principal cash flows by maturity date and weighted average interest rates of our short-term and long-term liabilities as of December 31, 2017 which are sensitive to exchange rates and/or interest rates. The information is presented in Won, which is our reporting currency:

 

    

 

   

 

   

 

   

 

   

 

    December 31, 2017  
     2018     2019     2020     2021     Thereafter     Total     Fair
Value
 
     (in millions of Won, except rates)  

Local currency:

              

Fixed rate

     1,039,266       582,318       501,875       992,368       1,692,475       4,808,302       4,830,307  

Average weighted rate (1)

     3.86     2.83     3.20     4.04     3.12     3.45      

Variable rate

                                          

Average weighted rate (1)

                            
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

     1,039,266       582,318       501,875       992,368       1,692,475       4,808,302       4,830,307  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Foreign currency:

              

Fixed rate

     206,906       375,015       518       25       974,753       1,557,217       1,564,967  

Average weighted rate (1)

     0.60     2.63     1.52     2.00     3.01     2.60      

Variable rate

     327,848       6,428       3,214                   337,490       343,052  

Average weighted rate (1)

     2.84     2.40     2.40             2.82      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

     534,754       381,443       3,732       25       974,753       1,894,707       1,908,019  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,574,020       963,761       505,607       992,393       2,667,228       6,703,009       6,738,326  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

(1) Weighted average rates of the portfolio at the period end.

As of December 31, 2015, 2016 and 2017, a 100 basis point increase in the market interest rate, with all other variables held constant, would have decreased our profit before income tax by 4 billion and 3 billion and increased our profit before income tax by 2 billion, respectively. As of December 31, 2015, 2016 and 2017, such increase, with all other variables held constant, would have decreased our shareholders’ equity by 245 million and 2 billion and increased our shareholders’ equity by 5 billion, respectively.

As of December 31, 2015, 2016 and 2017, a 100 basis point decrease in the market interest rates, with all other variables held constant, would have increased our profit before income tax by 4 billion and 3 billion and decreased our profit before income tax by 2 billion, respectively. As of December 31, 2015, 2016 and 2017, a 100 basis point decrease in the market interest rates, with all other variables held constant, would have decreased our shareholders’ equity by 6 billion, 5 billion and 5 billion, respectively. The foregoing sensitivity analysis assumes that all variables other than market interest rates are held constant, and as such, does not reflect any correlation between market interest rates and other variables, nor our decision to decrease the risk, but reflects the effects of derivative contracts in place at the time of conducting the analysis.

Equity Price Risk

We are also subject to market risk exposure arising from changes in the equity securities market, which affect the fair value of our equity portfolio. As of December 31, 2015, 2016 and 2017, a 10% increase in the equity indices where our marketable equity securities are listed, with all other variables held constant, would have increased our total equity by 3 billion, 0.5 billion and 0.7 billion, respectively, with a 10% decrease in the equity index having the opposite effect. The foregoing sensitivity analysis assumes that all variables other than changes in the equity index are held constant, and that our marketable equity instruments had moved according to the historical correlation to the index, and as such, does not reflect any correlation between the equity index and other variables.

 

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Item 12. Description of Securities Other than Equity Securities

Item 12.A. Debt Securities

Not applicable.

Item 12.B. Warrants and Rights

Not applicable.

Item 12.C. Other Securities

Not applicable.

Item 12.D. American Depositary Shares

Fees and Charges

Under the terms of the deposit agreement, holders of our ADSs are required to pay the following service fees to the depositary:

 

Services

  

Fees

Issuance of ADSs upon deposit of shares

   Up to $0.05 per ADS issued

Delivery of deposited shares against surrender of ADSs

   Up to $0.05 per ADS surrendered

Distribution delivery of ADSs pursuant to sale or exercise of rights

   Up to $0.02 per ADS held

Distributions of dividends

   None

Distribution of securities other than ADSs

   Up to $0.02 per ADS held

Other corporate action involving distributions to shareholders

   Up to $0.02 per ADS held

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

 

    fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in Korea (i.e., upon deposit and withdrawal of shares);

 

    expenses incurred for converting foreign currency into U.S. dollars;

 

    expenses for cable, telex and fax transmissions and for delivery of securities;

 

    taxes and duties upon the transfer of securities (i.e., when shares are deposited or withdrawn from deposit); and

 

    fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

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

 

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

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

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

Fees and Payments from the Depositary to Us

In 2017, we received the following payments, after deduction of applicable U.S. taxes, from the depositary:

 

Reimbursement of NYSE listing fees

   $ 92,582.00  

Reimbursement of SEC filing fees

   $ 148,532.41  

Reimbursement of settlement infrastructure fees (including maintenance fees)

   $ 104,870.57  

Reimbursement of proxy process expenses (printing, postage and distribution)

   $ 29,983.01  

Reimbursement of legal fees (reimbursement received in April 2017 in respect of 2016)

   $ 322,255.59  

Contributions toward our investor relations efforts (including non-deal roadshows, investor conferences and investor relations agency fees)

   $ 473,715.68  

 

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PART II

Item 13. Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

Our management has evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2017. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2017. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed by, and under the supervision of, our principal executive, principal operating and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

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

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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Our management has performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017, utilizing the criteria discussed in the Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, we concluded that our internal control over financial reporting was effective as of December 31, 2017.

Samil PricewaterhouseCoopers, an independent registered public accounting firm, which also audited our consolidated financial statements as of, and for the year ended December 31, 2017, as stated in their report which is included herein, has issued an attestation report on the effectiveness of our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

The attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting is furnished in Item 18 of this Form 20-F.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16. [Reserved]

Item 16A. Audit Committee Financial Expert

Our Audit Committee is comprised of Suk-Gwon Chang, Jong-Gu Kim, Sang Kyun Cha and Il Lim. The board of directors has determined that Suk-Gwon Chang is the financial expert of the Audit Committee. Suk-Gwon Chang is independent as such term is defined in Section 303A.02 of the NYSE Listed Company Manual, Rule 10A-3 under the Exchange Act and the Korea Stock Exchange listing standards.

Item 16B. Code of Ethics

We have adopted a code of ethics, as defined in Item 16B. of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our directors, other officers and employees. Our code of ethics is available on our web site at www.kt.com. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website.

 

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Item 16C. Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by Samil PricewaterhouseCoopers, our independent registered public accounting firm, during the fiscal year ended December 31, 2016 and 2017. Such fees exclude the fees billed for work associated with our foreign subsidiaries which Samil PricewaterhouseCoopers did not provide services and with our former subsidiaries.

 

     Year Ended
December 31,
 
     2016      2017  
     (In millions)  

Audit fees (1)

   3,090      3,373  

Audit-related fees

             

Tax fees (2)

     78        68  

All other fees

             
  

 

 

    

 

 

 

Total fees

   3,168      3,441  
  

 

 

    

 

 

 

 

 

(1) Audit fees consist of fees for the annual audit and quarterly review services engagement and the comfort letters.

 

(2) Tax fees consist of fee for tax services which are mainly the preparation or non-recurring tax compliance review of original or amended tax returns.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee has established pre-approval policies and procedures to pre-approve all audit services to be provided by Samil PricewaterhouseCoopers, our independent registered public accounting firm. Our Audit Committee’s policy regarding the pre-approval of non-audit services to be provided to us by our independent registered public accounting firm is that all such services shall be pre-approved by our Audit Committee. Non-audit services that are prohibited to be provided to us by our independent registered public accounting firm under the rules of the SEC and applicable law may not be pre-approved. In addition, prior to the granting of any pre-approval, our Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of our independent registered public accounting firm and does not include delegation of the Audit Committee’s responsibilities to the management under the Securities Exchange Act of 1934, as amended.

Our Audit Committee did not pre-approve any non-audit services under the de minimis exception of Rule 2-01 (c)(7)(i)(C) of Regulation S-X as promulgated by the SEC.

Item 16D.  Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

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Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table sets forth the repurchases of ordinary shares by us or any affiliated purchasers during the fiscal year ended December 31, 2017:

 

Period

   Total Number
of Shares
Purchased
     Average Price
Paid per Share
(In Won)
     Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
     Maximum Number of
Shares that May Yet
be Purchased Under
the Plans
 

January 1 to January 31

                           

February 1 to February 29

                           

March 1 to March 31

                           

April 1 to April 30

                           

May 1 to May 31

                           

June 1 to June 30

                           

July 1 to July 31

                           

August 1 to August 31

                           

September 1 to September 30

                           

October 1 to October 31

                           

November 1 to November 30

                           

December 1 to December 31

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

Item 16F.  Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G.  Corporate Governance

The following is a summary of the significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law:

 

NYSE Corporate Governance Standards

  

KT Corporation’s Corporate Governance Practice

Director Independence

  
Independent directors must comprise a majority of the board.   

The Commercial Code of Korea requires that our board of directors must comprise no less than a majority of outside directors. Our outside directors must meet the criteria for outside directorship set forth under the Commercial Code of Korea.

 

The majority of our board of directors is independent (as defined in accordance with the New York Stock Exchange’s standards), and 8 out of 11 directors are outside directors.

Nominating/Corporate Governance Committee

  
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors.    We have not established a nominating/corporate governance committee composed entirely of independent directors. However, we maintain an Outside Director Candidate Nominating Committee composed of all of our outside directors and one standing director. We also maintain a Corporate Governance Committee comprised of four outside directors and one standing director. The committee is responsible for the review of matters with respect to our Corporate Governance Guidelines and our performance under such guidelines to monitor effectiveness of our corporate governance.

 

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NYSE Corporate Governance Standards

  

KT Corporation’s Corporate Governance Practice

Compensation Committee

  
Listed companies must have a compensation committee composed entirely of independent directors.    We maintain an Evaluation and Compensation Committee composed of four outside directors.

Executive Session

  
Non-management directors must meet in regularly scheduled executive sessions without management.    Our outside directors hold meetings solely attended by outside directors in accordance with the charter of our board of directors.

Audit Committee

  
Listed companies must have an audit committee which has a minimum of three directors and satisfy the requirements of Rule 10A-3 under the Exchange Act.    We maintain an Audit Committee comprised of four outside directors who meet the applicable independence criteria set forth under Rule 10A-3 under the Exchange Act.

Shareholder Approval of Equity Compensation Plan

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

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

 

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

Corporate Governance Guidelines

  
Listed companies must adopt and disclose corporate governance guidelines.    We have adopted Corporate Governance Guidelines in March 2007 setting forth our practices with respect to corporate governance matters. Our Corporate Governance Guidelines are in compliance with Korean law but do not meet all requirements established by the New York Stock Exchange for U.S. companies listed on the exchange. A copy of our Corporate Governance Guidelines in Korean is available on our website at www.kt.com.

Code of Business Conduct and Ethics

  
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees, and promptly disclose any waivers of the code for executive officers.    We have adopted a Code of Ethics for all directors, officers and employees. A copy of our Code of Ethics in Korean is available on our website at www.kt.com

Item 16H.  Mine Safety Disclosure

Not applicable.

 

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PART III

Item 17.  Financial Statements

Not applicable.

Item 18.  Financial Statements

AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF KT CORPORATION

 

     Page  

Report of Independent Registered Public Accounting Firm

     F-2  

Consolidated Statements of Financial Position as of December 31, 2016 and 2017

     F-4  

Consolidated Statements of Operations for the Years Ended December  31, 2015, 2016 and 2017

     F-6  

Consolidated Statements of Comprehensive Income for the Years Ended December  31, 2015, 2016 and 2017

     F-7  

Consolidated Statements of Changes in Equity for the Years Ended December  31, 2015, 2016 and 2017

     F-8  

Consolidated Statements of Cash Flows for the Years Ended December  31, 2015, 2016 and 2017

     F-11  

Notes to Consolidated Financial Statements

     F-12  

Item 19. Exhibits

 

    1    Articles of Incorporation of KT Corporation (English translation)
    2.1*    Deposit Agreement dated as of May  25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(i) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
    2.2*    Form of Amendment No. 1 Deposit Agreement dated as of May  25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(ii) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
    2.3*    Letter from Citibank, N.A., as depositary, to the Registrant relating to the pre-release of the American depositary receipts (incorporated herein by reference to the Registrant’s Registration Statement (Registration No. 333-10330) on Form F-6)(P)
    2.4*    Letter from Citibank, N.A., as depositary, to the Registrant relating to the establishment of a direct registration system for ADSs and the issuance of uncertified ADSs as part of the direct registration system. (incorporated herein by reference to Exhibit 2.4 of the Registrant’s Annual Report on Form 20-F filed on June 30, 2008)
    8.1    List of subsidiaries of KT Corporation
  12.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  12.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

KT CORPORATION
(Registrant)

/s/ CHANG-GYU HWANG

Name: Chang-Gyu Hwang
Title: Chief Executive Officer

Date: April 30, 2018

 

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of KT Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of KT Corporation and its subsidiaries as of December 31, 2017 and 2016, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, 2017, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2017 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Annual Report on Internal Control Over Financial Reporting in Item 15 of Form 20-F. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

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Table of Contents

Definition and Limitations of Internal Control over Financial Reporting

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/    Samil PricewaterhouseCoopers

Seoul, Korea

April 30, 2018

We have served as the Company’s auditor since 2010.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Financial Position

December 31, 2016 and 2017

 

 

(in millions of Korean won)   Notes      2016      2017  
                     

Assets

       

Current assets

       

Cash and cash equivalents

    4, 5      2,900,311      1,928,182  

Trade and other receivables, net

    4, 6        5,327,352        5,814,283  

Other financial assets

    4, 7        720,555        972,631  

Current income tax assets

       2,079        9,030  

Inventories, net

    8        454,588        642,027  

Current assets held for sale

       —          7,230  

Other current assets

    9        311,135        304,860  
    

 

 

    

 

 

 

Total current assets

       9,716,020        9,678,243  
    

 

 

    

 

 

 

Non-current assets

       

Trade and other receivables, net

    4, 6        709,011        828,832  

Other financial assets

    4, 7        664,726        754,992  

Property, plant and equipment, net

    10, 20        14,312,111        13,562,319  

Investment properties, net

    11        1,148,044        1,189,531  

Intangible assets, net

    12        3,022,803        2,632,704  

Investments in associates and joint ventures

    13        284,075        279,431  

Deferred income tax assets

    28        701,409        712,222  

Other non-current assets

    9        106,099        107,165  
    

 

 

    

 

 

 

Total non-current assets

       20,948,278        20,067,196  
    

 

 

    

 

 

 

Total assets

     30,664,298      29,745,439  
    

 

 

    

 

 

 

 

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KT Corporation and Subsidiaries

Consolidated Statements of Financial Position (Continued)

December 31, 2016 and 2017

 

 

(in millions of Korean won)   Notes      2016     2017  
                    

Liabilities

      

Current liabilities

      

Trade and other payables

    4, 14      7,139,771     7,424,134  

Borrowings

    4, 15        1,820,001       1,573,474  

Other financial liabilities

    4,7        233       37,223  

Current income tax liabilities

    28        88,739       68,880  

Provisions

    16        96,485       78,172  

Deferred revenue

       35,617       17,906  

Other current liabilities

    9        342,291       258,315  
    

 

 

   

 

 

 

Total current liabilities

       9,523,137       9,458,104  
    

 

 

   

 

 

 

Non-current liabilities

      

Trade and other payables

    4, 14        1,188,311       1,001,369  

Borrowings

    4, 15        6,300,790       5,110,188  

Other financial liabilities

    4,7        108,431       149,267  

Defined benefit liabilities, net

    17        378,404       395,079  

Provisions

    16        100,694       124,858  

Deferred revenue

       85,372       91,698  

Deferred income tax liabilities

    28        137,680       128,462  

Other non-current liabilities

    9        58,761       237,284  
    

 

 

   

 

 

 

Total non-current liabilities

       8,358,443       7,238,205  
    

 

 

   

 

 

 

Total liabilities

       17,881,580       16,696,309  
    

 

 

   

 

 

 

Equity

      

Share capital

    21        1,564,499       1,564,499  

Share premium

       1,440,258       1,440,258  

Retained earnings

    22        9,644,483       9,826,926  

Accumulated other comprehensive income

    23        (1,432     30,985  

Other components of equity

    23        (1,217,934     (1,205,302
    

 

 

   

 

 

 

Equity attributable to owners of the Controlling Company

       11,429,874       11,657,366  
    

 

 

   

 

 

 

Non-controlling interest

       1,352,844       1,391,764  
    

 

 

   

 

 

 

Total equity

       12,782,718       13,049,130  
    

 

 

   

 

 

 

Total liabilities and equity

     30,664,298     29,745,439  
    

 

 

   

 

 

 

The above consolidated staements of financial position should be read in conjunction with the accompanying notes.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Operations

Years ended December 31, 2015, 2016 and 2017

 

 

(in millions of Korean won, except per share amounts)                        
     Notes    2015     2016     2017  
                         

Continuing operations:

         

Operating revenue

   25    22,699,856     23,120,878     23,546,929  

Revenue

        22,211,673       22,755,006       23,259,541  

Others

        488,183       365,872       287,388  

Operating expenses

   26      21,622,788       21,781,098       22,477,837  
     

 

 

   

 

 

   

 

 

 

Operating profit

        1,077,068       1,339,780       1,069,092  

Finance income

   27      272,860       296,139       406,328  

Finance costs

   27      (645,331     (515,087     (644,531

Share of net profits of associates and joint venture

   13      6,144       2,599       (13,892
     

 

 

   

 

 

   

 

 

 

Profit from continuing operations before income tax

        710,741       1,123,431       816,997  

Income tax expense

   28      227,131       328,314       270,656  
     

 

 

   

 

 

   

 

 

 

Profit from continuing operations

        483,610       795,117       546,341  

Discontinued Operations

         

Profit from discontinued operations

        141,075       —         —    
     

 

 

   

 

 

   

 

 

 

Profit for the year

      624,685     795,117     546,341  
     

 

 

   

 

 

   

 

 

 

Profit for the year attributable to:

         

Owners of the Controlling Company

      546,361     708,362     461,559  

Profit from continuing operations

        404,045       708,362       461,559  

Profit from discontinued operations

        142,316       —         —    

Non-controlling interest

      78,324     86,755     84,782  

Profit from continuing operations

        79,565       86,755       84,782  

Loss from discontinued operations

        (1,241     —         —    

Earnings per share attributable to the equity holders of the Controlling Company during the year
(in Korean won):

         

Basic earnings per share

   29    2,231     2,893     1,884  

From continuing operations

        1,650       2,893       1,884  

From discontinued operations

        581       —         —    

Diluted earnings per share

   29    2,231     2,891     1,883  

From continuing operations

        1,650       2,891       1,883  

From discontinued operations

        581       —         —    

 

The above consolidated staements of financial position should be read in conjunction with the accompanying notes.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

Years ended December 31, 2015, 2016 and 2017

 

 

(in millions of Korean won)                      
    Notes   2015     2016     2017  
                       

Profit for the year

    624,685     795,117     546,341  

Other comprehensive income

       

Items that will not be reclassified to profit or loss:

       

Remeasurements of the net defined benefit liability

  17     (37,872     4,213       (83,962

Shares of remeasurement gain (loss) of associates and joint ventures

      (2,407     116       (115

Items that may be subsequently reclassified to profit or loss:

       

Changes in value of available-for-sale financial assets

      47,381       10,925       51,235  

Other comprehensive income from available-for sale financial assets reclassified to loss

      (83,397     (3,840     (55,450

Net gain (loss) on cash flow hedges

      111,914       64,796       (111,083

Other comprehensive income (loss) from cash flow hedges reclassified to gain (loss)

      (97,962     (75,871     141,929  

Shares of other comprehensive income (loss) from associates and joint ventures

      (1,608     (602     10,280  

Exchange differences on translation of foreign operations

      (4,884     (5,407     (21,122
   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss

      (68,835     (5,670     (68,288
   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

    555,850     789,447     478,053  
   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year attributable to:

       

Owners of the Controlling Company

      495,139       701,685       413,149  

Non-controlling interest

      60,711       87,762       64,904  

 

 

The above consolidated staements of financial position should be read in conjunction with the accompanying notes.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Changes in Equity

Years ended December 31, 2015, 2016 and 2017

 

 

        Attributable to owners of the Controlling Company              
(in millions of Korean won)  

Notes

  Share
capital
    Share
premium
    Retained
earnings
    Accumulated
other
comprehensive
income
    Other
components
of equity
    Total     Non-controlling
interest
    Total
equity
 

Balance as of January 1, 2015

     1,564,499     1,440,258     8,568,399     25,790     (1,260,709   10,338,237     1,449,320     11,787,557  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

                 

Profit for the year

      —         —         546,361       —         —         546,361       78,324       624,685  

Changes in value of available-for-sale financial assets

  4,7     —         —         —         (24,310     —         (24,310     (11,706     (36,016

Remeasurements of the net defined benefit liability

  17     —         —         (37,914     —         —         (37,914     42       (37,872

Valuation loss on cash flow hedge

  4,7     —         —         —         13,924       —         13,924       28       13,952  

Shares of other comprehensive losses of joint ventures and associates

      —         —         —         (1,357     —         (1,357     (251     (1,608

Shares of gain on remeasurements of joint ventures and associates

      —         —         (2,109     —         —         (2,109     (298     (2,407

Exchange differences on translation of foreign operations

      —         —         —         (177     —         (177     (4,707     (4,884
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

      —         —         506,338       (11,920     —         494,418       61,432       555,850  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with equity holders

                 

Dividends paid to non-controlling interest of subsidiaries

      —         —         —         —         —         —         (41,575     (41,575

Appropriation of loss on disposal of treasury stock

      —         —         (24,766     —         24,766       —         —         —    

Changes in consolidation scope

      —         —         —         —         —         —         (154,188     (154,188

Change in ownership interest in subsidiaries

      —         —         —         —         (2,968     (2,968     2,699       (269

Others

      —         —         —         —         6,048       6,048       2,708       8,756  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

      —         —         (24,766     —         27,846       3,080       (190,356     (187,276
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2015

    1,564,499     1,440,258     9,049,971     13,870     (1,232,863   10,835,735     1,320,396     12,156,131  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The above consolidated staements of financial position should be read in conjunction with the accompanying notes.

 

F-8


Table of Contents

KT Corporation and Subsidiaries

Consolidated Statements of Changes in Equity (Continued)

Years ended December 31, 2015, 2016 and 2017

 

 

          Attributable to owners of the Controlling Company              
(in millions of Korean won)   Notes     Share
capital
    Share
premium
    Retained
earnings
    Accumulated
other
comprehensive
income
    Other
components
of equity
    Total     Non-controlling
interest
    Total
equity
 

Balance as of January 1, 2016

     1,564,499     1,440,258     9,049,971     13,870     (1,232,863   10,835,735     1,320,396     12,156,131  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

                 

Profit for the year

      —         —         708,362       —         —         708,362       86,755       795,117  

Changes in value of available-for-sale financial assets

    4,7       —         —         —         1,691         1,691       5,394       7,085  

Remeasurements of the net defined benefit liability

    17       —         —         8,531       —         —         8,531       (4,318     4,213  

Valuation loss on cash flow hedge

    4,7       —         —         —         (11,075     —         (11,075     —         (11,075

Shares of other comprehensive losses of joint ventures and associates

      —         —         —         (571     —         (571     (31     (602

Shares of gain on remeasurements of joint ventures and associates

      —         —         94       —         —         94       22       116  

Exchange differences on translation of foreign operations

      —         —         —         (5,347     —         (5,347     (60     (5,407
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

      —         —         716,987       (15,302     —         701,685       87,762       789,447  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with equity holders

                 

Dividends paid by the Controlling Company

      —         —         (122,425     —         —         (122,425     —         (122,425

Dividends paid to non-controlling interest of subsidiaries

      —         —         —         —         —         —         (61,674     (61,674

Changes in consolidation scope

      —         —         —         —         11,369       11,369       (15,550     (4,181

Change in ownership interest in subsidiaries

      —         —         (50     —         50       —         —         —    

Appropriation of loss on disposal of treasury stock

      —         —         —         —         —         —         21,769       21,769  

Others

      —         —         —         —         3,510       3,510       141       3,651  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

      —         —         (122,475     —         14,929       (107,546     (55,314     (162,860
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2016

    1,564,499     1,440,258     9,644,483     (1,432   (1,217,934   11,429,874     1,352,844     12,782,718  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The above consolidated staements of financial position should be read in conjunction with the accompanying notes.

 

F-9


Table of Contents

KT Corporation and Subsidiaries

Consolidated Statements of Changes in Equity (Continued)

Years ended December 31, 2015, 2016 and 2017

 

 

       

Attributable to owners of the Controlling Company

             
(in millions of Korean won)  

Notes

 

Share
capital

  Share
premium
    Retained
earnings
    Accumulated
other
comprehensive
income
    Other
components
of equity
    Total     Non-controlling
interest
    Total
equity
 

Balance as of January 1, 2017

     1,564,499   1,440,258     9,644,483     (1,432   (1,217,934   11,429,874     1,352,844     12,782,718  
   

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

                 

Profit for the year

    —       —         461,559       —         —         461,559       84,782       546,341  

Changes in value of available-for-sale financial assets

  4,7   —       —         —         (1,433       (1,433     (2,782     (4,215

Remeasurements of the net defined benefit liability

  17   —       —         (80,711     —         —         (80,711     (3,251     (83,962

Valuation gains on cashflow hedge

  4,7   —       —         —         30,846       —         30,846       —         30,846  

Shares of other comprehensive income of associates and joint ventures

    —       —         —         10,148       —         10,148       132       10,280  

Shares of loss on remeasurements of associates and joint ventures

    —       —         (116     —         —         (116     1       (115

Exchange differences on translation of foreign operations

    —       —         —         (7,144     —         (7,144     (13,978     (21,122
   

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

    —       —         380,732       32,417       —         413,149       64,904       478,053  
   

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with owners

                 

Dividends paid by the Controlling Company

    —       —         (195,977     —         —         (195,977     —         (195,977

Dividends paid to non-controlling interest of subsidiaries

    —       —         —         —         —         —         (47,162     (47,162

Changes in consolidation scope

    —       —         —         —         —         —         250       250  

Change in ownership interest in subsidiaries

    —       —         —         —         5,441       5,441       21,242       26,683  

Appropriations of loss on disposal of treasury stock

    —       —         (2,312     —         2,312       —         —         —    

Others

    —       —         —         —         4,879       4,879       (314     4,565  
   

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

    —       —         (198,289     —         12,632       (185,657     (25,984     (211,641
   

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2017

     1,564,499   1,440,258     9,826,926     30,985     (1,205,302   11,657,366     1,391,764     13,049,130  
   

 

 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The above consolidated staements of financial position should be read in conjunction with the accompanying notes.

 

F-10


Table of Contents

KT Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Years ended December 31, 2015, 2016 and 2017

 

 

(in millions of Korean won)                        
    Notes     2015     2016     2017  
                         

Cash flows from operating activities

       

Cash generated from operations

    31     4,579,260     5,202,520     4,318,884  

Interest paid

      (436,363     (372,525     (252,405

Interest received

      128,422       104,679       93,769  

Dividends received

      35,768       10,824       10,843  

Income tax paid

      (77,122     (174,748     (293,342
   

 

 

   

 

 

   

 

 

 

Net cash inflow from operating activities

      4,229,965       4,770,750       3,877,749  
   

 

 

   

 

 

   

 

 

 

Cash flows from investing activities

       

Collection of loans

      38,856       47,887       55,190  

Loans granted

      (79,136     (57,400     (59,800

Disposal of derivatives

      176,681       —         —    

Disposal of available-for-sale financial assets

      243,125       35,791       146,429  

Acquisition of available-for-sale financial assets

      (99,111     (44,302     (89,027

Disposal of investments in associates and joint ventures

      42,946       11,074       59,818  

Acquisition of investments in associates and joint ventures

      (12,238     (38,675     (41,780

Disposal of current and non-current financial instruments

      363,260       293,283       645,686  

Acquisition of current and non-current financial instruments

      (341,373     (597,345     (1,231,917

Disposal of property and equipment, and investment properties

      28,303       93,401       68,229  

Acquisition of property and equipment, and investment properties

      (3,115,728     (2,764,346     (2,442,223

Disposal of intangible assets

      25,841       17,891       22,680  

Acquisition of intangible assets

      (399,377     (455,763     (613,556

Increase in cash due to exclusion from consolidation scope

      741,834       —         —    

Cash inflow(outflow) from changes in scope of consolidation

      (15,751     (26,454     (2,974
   

 

 

   

 

 

   

 

 

 

Net cash outflow from investing activities

      (2,401,868     (3,484,958     (3,483,245
   

 

 

   

 

 

   

 

 

 

Cash flows from financing activities

       

Proceeds from borrowings and debentures

      5,675,302       1,122,898       616,257  

Repayments of borrowings and debentures

      (6,648,177     (1,768,768     (1,780,174

Settlement of derivative assets and liabilities, net

      (3,371     (33,199     71,370  

Cash inflow from consolidated capital transactions

      —         800       27,261  

Cash outflow from consolidated capital transactions

      —         (5,140     (300

Cash inflow from other financing activities

      —         —         16,962  

Dividends paid to shareholders

      (41,575     (184,099     (243,140

Decrease in finance leases liabilities

      (146,175     (75,763     (71,735
   

 

 

   

 

 

   

 

 

 

Net cash outflow from financing activities

      (1,163,996     (943,271     (1,363,499
   

 

 

   

 

 

   

 

 

 

Effect of exchange rate change on cash and cash equivalents

      6,700       (1,674     (3,134
   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

      670,801       340,847       (972,129

Cash and cash equivalents

       

Beginning of the year

      1,888,663       2,559,464       2,900,311  
   

 

 

   

 

 

   

 

 

 

End of the year

    2,559,464     2,900,311     1,928,182  
   

 

 

   

 

 

   

 

 

 

The above consolidated staements of financial position should be read in conjunction with the accompanying notes.

 

F-11


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

1. General Information

The consolidated financial statements include the accounts of KT Corporation, which is the controlling company as defined under IFRS 10, Consolidated Financial Statements, and its 59 controlled subsidiaries as described in Note 1.2 (collectively referred to as the “Group”).

The Controlling Company

KT Corporation (the “Controlling Company”) commenced operations on January 1, 1982, when it spun off from the Korea Communications Commission (formerly the Korean Ministry of Information and Communications) to provide telephone services and to engage in the development of advanced communications services under the Act of Telecommunications of Korea. The headquarters are located in Seongnam City, Gyeonggi Province, Republic of Korea, and the address of its registered head office is 90, Buljeong-ro, Bundang-gu, Seongnam City, Gyeonggi Province.

On October 1, 1997, upon the announcement of the Government-Investment Enterprises Management Basic Act and the Privatization Law, the Controlling Company became a government-funded institution under the Commercial Code of Korea.

On December 23, 1998, the Controlling Company’s shares were listed on the Korea Exchange.

On May 29, 1999, the Controlling Company issued 24,282,195 additional shares and issued American Depository Shares (ADS), representing new shares and 20,813,311 government-owned shares, at the New York Stock Exchange. On July 2, 2001, the additional ADS representing 55,502,161 government-owned shares were issued at the New York Stock Exchange.

In 2002, the Controlling Company acquired the entire government-owned shares in accordance with the Korean government’s privatization plan. As of the end of the reporting period, the Korean government does not own any share in the Controlling Company.

 

F-12


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Consolidated Subsidiaries

The consolidated subsidiaries as of December 31, 2016 and 2017, are as follows:

 

            Controlling percentage
ownership1 (%)
   
Subsidiary   Type of Business   Location   December 31,
2016
  December 31,
2017
  Closing
month

KT Powertel Co., Ltd. 2

  Trunk radio system business   Korea   44.8%   44.8%   December

KT Linkus Co., Ltd.

  Public telephone maintenance   Korea   91.4%   91.4%   December

KT Submarine Co., Ltd. 2,3

  Submarine cable construction and maintenance   Korea   39.3%   39.3%   December

KT Telecop Co., Ltd.

  Security service   Korea   86.8%   86.8%   December

KT Hitel Co., Ltd.

  Data communication   Korea   67.1%   67.1%   December

KT Service Bukbu Co., Ltd.

  Opening services of fixed line   Korea   67.3%   67.3%   December

KT Service Nambu Co., Ltd.

  Opening services of fixed line   Korea   77.3%   77.3%   December

KT Commerce Inc.

  B2C, B2B service   Korea   100.0%   100.0%   December

KT New Business Fund No.1

  Investment fund   Korea   100.0%   100.0%   December

KT Strategic Investment Fund No.1

  Investment fund   Korea   100.0%   100.0%   December

KT Strategic Investment Fund No.2

  Investment fund   Korea   100.0%   100.0%   December

KT Strategic Investment Fund No.3

  Investment fund   Korea   100.0%   100.0%   December

KT Strategic Investment Fund No.4

  Investment fund   Korea   —     100.0%   December

BC Card Co., Ltd.

  Credit card business   Korea   69.5%   69.5%   December

VP Inc.

  Payment security service for credit card, others   Korea   50.9%   50.9%   December

H&C Network

  Call centre for financial sectors   Korea   100.0%   100.0%   December

BC Card China Co., Ltd.

  Software development and data processing   China   100.0%   100.0%   December

INITECH Co., Ltd.4

  Internet banking ASP and security solutions   Korea   58.2%   58.2%   December

Smartro Co., Ltd.

  VAN (Value Added Network) business   Korea   81.1%   81.1%   December

KTDS Co., Ltd.4

  System integration and maintenance   Korea   95.5%   95.5%   December

KT M Hows Co., Ltd.

  Mobile marketing   Korea   90.0%   90.0%   December

KT M&S Co., Ltd.

  PCS distribution   Korea   100.0%   100.0%   December

GENIE Music Corporation(KT Music Corporation)2

  Online music production and distribution   Korea   49.9%   42.5%   December

KT Skylife Co., Ltd.4

  Satellite broadcasting business   Korea   50.3%   50.3%   December

Skylife TV Co., Ltd.

  TV contents provider   Korea   92.6%   92.6%   December

KT Estate Inc.

  Residential building development and supply   Korea   100.0%   100.0%   December

KT AMC Co., Ltd.

  Asset management and consulting services   Korea   100.0%   100.0%   December

NEXR Co., Ltd.

  Cloud system implementation   Korea   100.0%   100.0%   December

 

F-13


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

            Controlling percentage
ownership1 (%)
   
Subsidiary   Type of Business   Location   December 31,
2016
  December 31,
2017
  Closing
month

KTSB Data service

  Data centre development and related service   Korea   51.0%   51.0%   December

KT Sat Co., Ltd.

  Satellite communication business   Korea   100.0%   100.0%   December

KT Innoedu Co

  E-learning business   Korea   96.8%   —     December

Nasmedia, Inc.3

  Online advertisement   Korea   42.8%   42.8%   December

KT Sports

  Management of sports group   Korea   100.0%   100.0%   December

KT Music Contents Fund No.1

  Music contents investment business   Korea   80.0%   80.0%   December

KT Music Contents Fund No.2

  Music contents investment business   Korea   —     100.0%   December

KT-Michigan Global Content Fund

  Content investment business   Korea   88.6%   88.6%   December

Autopion Co., Ltd.

  Service for information and communication   Korea   100.0%   100.0%   December

KTCS Corporation 2,4

  Database and online information provider   Korea   30.9%   30.9%   December

KTIS Corporation 2,4

  Database and online information provider   Korea   30.1%   30.1%   December

KT M mobile

  Special category telecommunications operator and sales of communication device   Korea   100.0%   100.0%   December

KT Investment Co., Ltd.

  Technology business finance   Korea   100.0%   100.0%   December

NgenBio

  Medicine and Pharmacy development business   Belgium   49.8%   —     December

Whowho&Company Co., Ltd.

  Software development and supply   Korea   100.0%   100.0%   December

PlayD Co., Ltd.

(N Search Marketing Co., Ltd.)

  Advertising agency business   Korea   100.0%   100.0%   December

KT Rwanda Networks Ltd.

  Network installation and management   Rwanda   51.0%   51.0%   December

AOS Ltd.

  System integration and maintenance   Rwanda   51.0%   51.0%   December

KT Belgium

  Foreign investment business   Belgium   100.0%   100.0%   December

KT ORS Belgium

  Foreign investment business   Belgium   100.0%   100.0%   December

Korea Telecom Japan Co., Ltd.

  Foreign telecommunication business   Japan   100.0%   100.0%   December

KBTO sp.zo.o.

  Electronic communication business   Poland   75.0%   94.0%   December

Korea Telecom China Co., Ltd.

  Foreign telecommunication business   China   100.0%   100.0%   December

KT Dutch B.V

  Super iMax and East Telecom management   Netherlands   100.0%   100.0%   December

Super iMax LLC

  Wireless high speed internet business   Uzbekistan   100.0%   100.0%   December

East Telecom LLC

  Fixed line telecommunication business   Uzbekistan   91.0%   91.0%   December

 

F-14


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

            Controlling percentage
ownership1 (%)
   
Subsidiary   Type of Business   Location   December 31,
2016
  December 31,
2017
  Closing
month

Korea Telecom America, Inc.

  Foreign telecommunication business   USA   100.0%   100.0%   December

PT. KT Indonesia

  Foreign telecommunication business   Indonesia   99.0%   99.0%   December

PT. BC Card Asia Pacific

  Software development and supply   Indonesia   99.9%   99.9%   December

KT Hongkong Telecommunications

Co., Ltd.

  Fixed line communication business   Hong Kong   100.0%   100.0%   December

KT Hong kong Limited

  Foreign investment business   Hong Kong   100.0%   100.0%   December

Korea Telecom Singapore Pte.Ltd.

  Foreign investment business   Singapore   100.0%   100.0%   December

Texnoprosistem LLP.

  Fixed line internet business   Uzbekistan   100.0%   100.0%   December

 

1 Sum of the ownership interests owned by the Controlling Company and subsidiaries.
2 Although the Controlling Company owns less than 50% ownership in this entity, this entity is consolidated as the Controlling Company can exercise the majority voting rights in its decision-making process at all times considering the historical voting pattern at the shareholders’ meetings.
3 Although the Controlling Company owns less than 50% ownership in this entity, this entity is consolidated as the Controlling Company holds the majority of voting right based on an agreement with other investors.
4 The number of subsidiaries’ treasury stock is deducted from the total number of shares when calculating the controlling percentage ownership.

Changes in scope of consolidation in 2017 are as follows:

 

Changes    Location    Subsidiary    Reason

Included

   Korea    KT Strategic Investment Fund No.4    Newly established
      KT Music Contents Investment Fund No.2    Newly established

Excluded

   Korea    KT Innoedu Co., Ltd.    Shares disposed
      NgeneBio    Percentage of ownership decreased

 

F-15


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Summarized information for consolidated subsidiaries as of and for the years ended December 31, 2015, 2016 and 2017, follows:

 

(in millions of Korean won)    2015  
     Total assets      Total
liabilities
     Operating
revenues
    

Profit (loss)

For the year

 

KT Powertel Co., Ltd.

   113,515      21,182      104,527      (32,417

KT Linkus Co., Ltd.

     77,141        65,745        116,095        3,449  

KT Submarine Co., Ltd.

     160,314        63,518        67,268        4,145  

KT Telecop Co., Ltd.

     269,191        134,966        302,844        (7,593

KT Hitel Co.,Ltd.

     235,757        33,938        162,155        7,258  

KT Service Bukbu Co., Ltd2

     31,879        22,627        89,498        (4,630

KT Service Nambu Co., Ltd2

     20,729        10,567        110,129        (5,055

BC Card Co., Ltd.1

     2,963,952        1,945,634        3,504,946        218,969  

H&C Network1

     248,189        70,635        241,008        19,513  

Nasmedia, Inc.

     141,733        72,202        45,630        9,916  

KTDS Co., Ltd.1

     162,518        116,654        423,015        12,836  

KT M Hows Co., Ltd.

     25,093        17,980        19,352        1,728  

KT M&S Co., Ltd.

     256,246        217,892        853,011        (18,776

GENIE Music Corporation(KT Music Corporation)

     90,518        30,704        90,005        3,446  

KT Skylife Co., Ltd.1

     711,294        217,850        668,521        72,987  

KT Estate Inc.1

     1,603,438        260,292        254,776        27,487  

KTSB Data service

     23,063        1,730        4,390        (2,444

KT Innoedu Co., Ltd.

     5,858        7,585        18,156        (4,288

KT Sat Co., Ltd.

     679,959        210,110        133,326        27,174  

KT Sports

     15,341        11,643        51,801        (3,836

KT Music Contents Fund No.1

     10,206        47        468        (111

KT-Michigan Global Content Fund

     5,401        —          861        (209

Autopion Co., Ltd.

     7,102        3,317        10,585        1,123  

KT M mobile

     64,756        13,121        42,478        (36,725

KT Investment Co., Ltd

     49,485        30,827        4,704        (219

NgeneBio

     7,894        4,683        —          (434

KTCS Corporation1

     346,949        194,367        1,066,556        13,685  

KTIS Corporation

     211,164        55,370        473,892        15,041  

Korea Telecom Japan Co., Ltd.

     13,889        14,393        25,652        (248

Korea Telecom China Co., Ltd.

     909        198        1,748        (95

KT Dutch B.V.1

     29,402        27        161        118  

Super iMax LLC

     14,962        8,186        8,291        (2,220

East Telecom LLC

     30,833        17,066        24,066        664  

Korea Telecom America, Inc.

     6,016        1,378        6,391        156  

PT. KT Indonesia

     22        —          —          (9

Olleh Rwanda Networks Ltd.

     188,951        147,653        7,299        (28,721

KT Belgium

     77,058        4        —          (127

KT ORS Belgium

     1,996        20        —          (75

KBTO sp.zo.o.

     1,471        1,817        —          (328

Africa Olleh Services Ltd.

     11,928        12,187        8,712        (923

 

F-16


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2016  
     Total assets      Total liabilities      Operating
revenues
    

Profit (loss)

For the year

 

KT Powertel Co., Ltd.

   113,725      19,899      81,390      202  

KT Linkus Co., Ltd.

     64,318        56,953        117,587        (3,830

KT Submarine Co., Ltd.

     156,993        55,573        84,137        5,146  

KT Telecop Co., Ltd.

     265,553        132,344        315,948        143  

KT Hitel Co., Ltd.

     249,202        46,941        198,994        4,298  

KT Service Bukbu Co., Ltd.

     32,863        24,580        182,952        694  

KT Service Nambu Co., Ltd.

     32,621        24,282        218,602        772  

BC Card Co., Ltd.1

     3,651,065        2,602,404        3,567,512        163,131  

H&C Network1

     272,110        80,983        266,613        14,749  

Nasmedia, Inc.1

     263,925        159,502        70,037        11,972  

KTDS Co., Ltd.1

     197,970        151,644        476,379        10,838  

KT M Hows Co., Ltd.

     28,539        18,466        19,922        2,865  

KT M&S Co., Ltd.

     247,854        227,507        724,144        (12,955

GENIE Music Corporation(KT Music Corporation)

     110,080        41,953        111,450        8,235  

KT Skylife Co., Ltd.1

     777,948        231,452        668,945        68,863  

KT Estate Inc.1

     1,734,729        375,341        405,417        46,815  

KTSB Data service

     20,075        759        5,136        (1,983

KT Innoedu Co., Ltd.

     6,477        7,259        15,599        103  

KT Sat Co., Ltd.

     744,653        253,041        144,594        36,266  

KT Sports

     16,925        13,573        48,476        (198

KT Music Contents Fund No.1

     10,592        331        349        103  

KT-Michigan Global Content Fund

     16,250        163        133        (514

Autopion Co., Ltd.

     6,163        2,794        7,772        (409

KT M mobile

     131,446        20,369        112,532        (40,041

KT Investment Co., Ltd.1

     39,506        23,123        10,130        (1,832

NgeneBio

     6,361        4,733        244        (1,833

KTCS Corporation1

     322,768        166,642        955,050        7,892  

KTIS Corporation

     221,176        63,871        436,914        9,991  

Korea Telecom Japan Co., Ltd.

     3,592        5,374        5,122        (1,391

Korea Telecom China Co., Ltd.

     532        188        930        60  

KT Dutch B.V

     34,197        73        166        85  

Super iMax LLC

     10,308        6,734        10,759        (1,802

East Telecom LLC

     31,885        16,554        27,492        3,257  

Korea Telecom America, Inc.

     4,464        1,306        7,113        181  

PT. KT Indonesia

     16        —          —          (7

KT Rwanda Networks Ltd.

     167,112        138,651        13,435        (31,455

KT Belguium

     79,391        7        —          (67

KT ORS Belgium

     2,013        23        —          (46

KBTO sp.zo.o.

     1,166        2,378        21        (2,587

AOS Ltd.

     10,025        3,179        14,481        (1,123

KT Hongkong Telecommunications Co., Ltd.

     1,571        956        1,568        120  

 

F-17


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2017  
     Total assets      Total liabilities      Operating
revenue
    

Profit (loss)

for the year

 

KT Powertel Co., Ltd.

     115,125        18,937        69,234        2,112  

KT Linkus Co., Ltd.

     59,344        51,516        112,043        725  

KT Submarine Co., Ltd.

     142,797        34,056        73,985        8,243  

KT Telecop Co., Ltd.

     264,353        131,633        317,591        2,885  

KT Hitel Co., Ltd.

     258,240        52,943        227,884        3,225  

KT Service Bukbu Co., Ltd.

     29,281        22,096        194,837        688  

KT Service Nambu Co., Ltd.

     36,076        26,412        232,996        875  

BC Card Co., Ltd.1

     4,048,263        2,955,038        3,628,995        156,109  

H&C Network1

     273,856        65,446        277,622        16,104  

Nasmedia, Inc.1

     315,967        188,197        120,667        26,676  

KTDS Co., Ltd.1

     144,922        93,343        459,266        11,584  

KT M Hows Co., Ltd.

     42,738        28,489        24,610        4,097  

KT M&S Co., Ltd.

     242,388        231,151        734,420        (9,707

GENIE Music Corporation(KT Music Corporation)

     139,686        48,512        156,163        (3,401

KT Skylife Co., Ltd.1

     792,893        210,550        687,752        57,314  

KT Estate Inc.1

     1,869,194        502,915        428,446        52,416  

KTSB Data service

     18,306        605        4,950        (1,651

KT Sat Co., Ltd.

     742,391        220,804        147,649        29,601  

KT Sports

     11,131        7,805        53,357        (199

KT Music Contents Fund No.1

     13,804        1,041        370        (499

KT Music Contents Fund No.2

     7,500        11        —          (11

KT-Michigan Global Content Fund

     14,575        147        159        (426

Autopion Co., Ltd.

     6,306        3,530        6,679        (618

KT M mobile

     93,601        21,453        159,684        (38,883

KT Investment Co., Ltd.1

     54,673        38,313        8,794        (619

KTCS Corporation1

     348,334        188,764        968,186        7,385  

KTIS Corporation

     223,818        62,569        438,597        8,337  

Korea Telecom Japan Co., Ltd.1

     1,554        2,788        2,772        536  

Korea Telecom China Co., Ltd.

     665        32        1,030        348  

KT Dutch B.V

     30,312        50        206        169  

Super iMax LLC

     3,449        4,886        7,314        (4,584

East Telecom LLC1

     11,672        11,748        19,663        (9,118

Korea Telecom America, Inc.

     3,694        791        6,783        109  

PT. KT Indonesia

     8        —          —          (6

KT Rwanda Networks Ltd.2

     151,359        139,561        15,931        (22,762

KT Belguium

     86,455        8        49        (2

KT ORS Belgium

     1,769        14        10        (10

KBTO sp.zo.o.

     3,311        2,268        67        (3,456

AOS Ltd.2

     9,437        4,519        8,952        (682

KT Hongkong Telecommunications Co., Ltd.

     2,578        1,497        7,304        494  

 

1 These companies are the intermediate controlling companies of other subsidiaries and the above financial information is from their consolidated financial statements.

 

F-18


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

2 At the end of the reporting period, convertible preferred stock issued by subsidiaries included in liabilities.

 

2. Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Group in the preparation of its financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

  2.1 Basis of Preparation

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

The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

 

  2.2 Changes in Accounting Policy and Disclosures

(1) New standards and amendments adopted by the Group

The Group has applied the following standards and amendments for the first time for their annual reporting period commencing January 1, 2017. The adoption of these amendments did not have any material impact on the financial statements.

- Amendments to IAS 7, Statement of Cash Flows

Amendments to IAS 7, Statement of Cash Flows requires to provide disclosures that enable used of financial statements to evaluate changes in liabilities arising from financing activities, including both changes arising from cash flows and non-cash flows (Note 32)

- Amendments to IAS 12, Income Tax

Amendments to IAS 12 clarify how to account for deferred tax assets related to debt instruments measured at fair value. IAS 12 provides requirements on the recognition and measurement of current or deferred tax liabilities or assets. The amendments issued clarify the requirements on recognition of deferred tax assets for unrealized losses, to address diversity in practice

- Amendments to IFRS 12, Disclosures of Interests in Other Entities

Amendments to IFRS 12 clarify when an entity’s interest in a subsidiary, a joint venture or an associate is classified as held for sales in accordance with IFRS 5, the entity is required to disclose other information except for summarized financial information in accordance with IFRS 12.

 

F-19


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(2) New standards, amendments and interpretations not yet adopted

Certain new accounting standards and interpretations that have been published that are not mandatory for annual reporting period commencing January 1, 2017 and have not been early adopted by the Group are set out below.

- Amendments to IAS 28, Investments in Associates and Joint Ventures

When an investment in an associate or a joint venture is held by, or it held indirectly through, an entity that is a venture capital organization, or a mutual fund, unit trust and similar entities including investment-linked insurance funds, the entity may elect to measure that investment at fair value through profit or loss in accordance with IFRS 9. The amendments clarify that an entity shall make this election separately for each associate of joint venture, at initial recognition of the associate or joint venture. The Group will apply these amendments retrospectively for annual periods beginning on or after January 1, 2018, and early adoption is permitted. The Group does not expect the amendments to have a significant impact on the financial statements.

- Amendment to IAS 40, Transfers of Investment Property

Paragraph 57 of IAS 40 clarifies that a transfer to, or from, investment property, including property under construction, can only be made if there has been a change in use that is supported by evidence, and provides a list of circumstances as examples. The amendment will be effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Group does not expect the amendment to have a significant impact on the financial statements.

- Amendments to IFRS 2, Share-based Payment

Amendments to IFRS 2 clarify accounting for a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Amendments also clarify that the measurement approach should treat the terms and conditions of a cash-settled award in the same way as for an equity-settled award. The amendments will be effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Group does not expect the amendments to have a significant impact on the financial statements.

- Enactments to IFRIC 22, Foreign Currency Transaction and Advance Consideration

According to these enactments, the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration. If there are multiple payments or receipts in advance, the entity shall determine a date of the transaction for each payment or receipt of advance consideration. These enactments will be effective for annual periods beginning on or after January 1, 2018, with early adoption permitted. The Group does not expect the enactments to have a significant impact on the financial statements.

- Enactment of IFRS 16, Leases

IFRS 16 Leases issued on May 22, 2017 is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted. This standard will replace IAS 17 Leases, IFRIC 4

 

F-20


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Determining whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives, and SIC-27 Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

At inception of a contract, the entity shall assess whether the contract is, or contains, a lease. Also, at the date of initial application, the entity shall assess whether the contract is, or contains, a lease in accordance with the standard. However, the entity will not need to reassess all contracts with applying the practical expedient. As practical expedient, the entity can elect to apply the new guidance regarding the definition of a lease only to contracts entered into (or changed) on or after the date of initial application. Existing lease contracts will not need to be reassessed. This expedient must be consistently applied to all contracts.

For a contract that is, or contains, a lease, the entity shall account for each lease component within the contract as a lease separately from non-lease components of the contract. A lessee is required to recognize a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments. The lessee may elect not to apply the requirements to short-term lease (a lease term of 12 months or less at the commencement date) and low value assets (e.g. underlying assets below $ 5,000). In addition, as a practical expedient, the lessee may elect, by class of underlying asset, not to separate non-lease components from lease components, and instead account for each lease component and any associated non-lease components as a single lease component.

(1) Lessee accounting

A lessee shall apply this standard to its leases either:

 

    retrospectively to each prior reporting period presented applying IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (Full retrospective application); or

 

    retrospectively with the cumulative effect of initially applying the standard recognized at the date of initial application.

The Group has not yet elected the application method.

The Group performed an impact assessment to identify potential financial effects of applying IFRS 16. The assessment was performed based on available information as at December 31, 2017 to identify effects on 2017 financial statements. The Group is analyzing the effects on the financial statements; however, it is difficult to provide reasonable estimates of financial effects until the analyses is complete.

(2) Lessor accounting

The Company expects the effect on the financial statements applying the new standard will not be significant

- IFRS 9, Financial Instruments

The new standard for financial instruments issued on September 25, 2015 are effective for annual periods beginning on or after January 1, 2018 with early application permitted. This standard will replace IAS 39, Financial Instruments: Recognition and Measurement. The Group will apply the standards for annual periods beginning on or after January 1, 2018

 

F-21


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

The standard requires retrospective application with some exceptions. For example, an entity is not required to restate prior period in relation to classification and measurement (including impairment) of financial instruments. The standard requires prospective application of its hedge accounting requirements for all hedging relationships except the accounting for time value of options and other exceptions.

IFRS 9, Financial Instruments requires all financial assets to be classified and measured on the basis of the entity’s business model for managing financial assets and the contractual cash flow characteristics of the financial assets. A new impairment model, an expected credit loss model, is introduced and any subsequent changes in expected credit losses will be recognized in profit or loss. Also, hedge accounting rules amended to extend the hedging relationship, which consists only of eligible hedging instruments and hedged items, qualifies for hedge accounting.

An effective implementation of IFRS 9 requires preparation processes including financial impact assessment, accounting policy establishment, accounting system development and the system stabilization. The impact on the Group’s financial statements due to the application of the standard is dependent on judgements made in applying the standard, financial instruments held by the Group and macroeconomic variables.

The Group performed an impact assessment to identify potential financial effects of applying IFRS 9. The assessment was performed based on available information as at December 31, 2017, and the results of the assessment are explained as below.

(a) Classification and Measurement of Financial Assets

When implementing IFRS 9, the classification of financial assets will be driven by the Group’s business model for managing the financial assets and contractual terms of cash flow. The following table shows the classification of financial assets measured subsequently at amortized cost, at fair value through other comprehensive income and at fair value through profit or loss. If a hybrid contract contains a host that is a financial asset, the classification of the hybrid contract shall be determined for the entire contract without separating the embedded derivative.

 

Business model for the

contractual cash flows

characteristics

      

Solely represent payments of

principal and interest

  

All other

Hold the financial asset for the collection of the contractual cash flows      Measured at amortized cost1    Recognized at fair value through profit or loss2
Hold the financial asset for the collection of the contractual cash flows and sale      Recognized at fair value through other comprehensive income1   
Hold for sale      Recognized at fair value through profit or loss   

 

F-22


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  1 A designation at fair value through profit or loss is allowed only if such designation mitigates an accounting mismatch (irrevocable)
  2 Equity investments not held for trading can be recorded in other comprehensive income (irrevocable).

With the implementation of IFRS 9, the criteria to classify the financial assets at amortized cost or at fair value through other comprehensive income are more strictly applied than the criteria applied with IAS 39. Accordingly, the financial assets at fair value through profit or loss may increase by implementing IFRS 9 and may result an extended fluctuation in profit or loss.

As of December 31, 2017, the Group owns loan and trade receivables of 9,653,443 million, financial assets available-for-sales of 380,953 million.

According to IFRS 9, a debt instrument is measured at amortized cost if: a) the objective of the business model is to hold the financial asset for the collection of the contractual cash flows, and b) the contractual cash flows under the instrument solely represent payments of principal and interest. Also, a debt instrument is measured at fair value through other comprehensive income if the objective of the business model is achieved both by collecting contractual cash flows and selling financial assets; and the contractual cash flows represents solely payments of principal and interest on a specific date under contract terms. Based on results from the impact assessment of IFRS 9, the application of the new standard as at December 31, 2017 does not have a material impact on the Group’s financial statements.

According to IFRS 9, equity instruments that are not held for trading, the Group plans to elect an irrevocable election at initial recognition to classify the instruments as assets measured at fair value through other comprehensive income, which all subsequent changes in fair value being recognized in other comprehensive income and not recycled to profit or loss. As at December 31, 2017, the Group holds equity instruments of 371,054 million classified as financial assets available-for-sale. Based on results from the impact assessment of IFRS 9, the Group expects the application of IFRS 9 on these financial assets will not have a material impact on the financial statements.

According to IFRS 9, debt instruments those contractual cash flows do not represent solely payments of principal and interest and held for trading, and equity instruments that are not designated as instruments measured at fair value through other comprehensive income are measured at fair value through profit or loss.

(b) Impairment: Financial Assets and Contract Assets

The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit losses as is the case under IAS 39. It applies to financial assets classified at amortized cost, debt instruments measured at fair value through other comprehensive income, lease receivables, contract assets, loan commitments and certain financial guarantee contracts.

As at December 31, 2017, the Group owns debt investment carried at amortized cost of  9,653,594 million (loans and receivables of 9,653,443 million, financial asset held-to-maturity of 151 million). And, the Group recognized loss allowance of 523,799 million for these assets.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

As a result of the impact assessment, the Group expects the application of the new standard as at December 31, 2017 does not have a material impact on the Group’s financial statements.

(c) Hedge Accounting

Hedge accounting mechanics (fair value hedges, cash flow hedges and hedge of net investments in a foreign operations) required by IAS 39 remains unchanged in IFRS 9, however, the new hedge accounting rules will align the accounting for hedging instruments more closely with the Group’s risk management practices. As a general rule, more hedge relationships might be eligible for hedge accounting, as the standard introduces a more principles-based approach. IFRS 9 allows more hedging instruments and hedged items to qualify for hedge accounting, and relaxes the hedge accounting requirement by removing two hedge effectiveness tests that are a prospective test to ensure that the hedging relationship is expected to be highly effective and a quantitative retrospective test (within range of 80-125 %) to ensure that the hedging relationship has been highly effective throughout the reporting period. As of December 31, 2017, the Group applies the hedge accounting to its assets, liabilities that amount to 7,389 million,  93,770 million respectively.

The Group has performed an impact assessment with an assumption that the Group applies hedge accounting in accordance with IFRS 9. As a result of the impact assessment, the Group expects the application of the new standard as at December 31, 2017 does not have a material impact on the Group’s financial statements.

- IFRS 15 Revenue from Contracts with Customers

The Group will apply IFRS 15 Revenue from Contracts with Customers issued on November 6, 2015 for annual reporting periods beginning on or after January 1, 2018, and earlier application is permitted. This standard replaces IAS 18 Revenue, IAS 11 Construction Contracts, SIC-31, Revenue-Barter Transactions Involving Advertising Services, IFRIC 13 Customer Loyalty Programs, IFRIC 15 Agreements for the Construction of Real Estate and IFRIC 18 Transfers of assets from customers. The Group must apply IFRS 15 Revenue from Contracts with Customers within annual reporting periods beginning on or after January 1, 2018, and will elect the modified retrospective approach which will recognize the cumulative impact of initially applying the revenue standard as an adjustment to retained earnings as at January 1, 2018, the period of initial application.

IAS 18 and other current revenue standard identify revenue as income that arises in the course of ordinary activities of an entity and provides guidance on a variety of different types of revenue, such as, sale of goods, rendering of services, interest, dividends, royalties and construction contracts. However, the new standard is based on the principle that revenue is recognized when control of a good or service transfers to a customer so the notion of control replaces the existing notion of risks and rewards. A new five-step process must be applied before revenue from contract with customers can be recognized:

 

    Identify contracts with customers

 

    Identify the separate performance obligation

 

    Determine the transaction price of the contract

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

    Allocate the transaction price to each of the separate performance obligations, and

 

    Recognize the revenue as each performance obligation is satisfied.

The Group formed a task force team since fourth quarter of 2014 for preparation of implementing IFRS 15 Revenue from Contracts with Customers. Also the Group develops the internal control system and implements accounting process system by analyzing the Group’s revenue structure with accounting experts and IT specialists. IFRS 15 will affect not only accounting treatments but also the general business practice including sales strategy and operational structures. Therefore, the Group accomplished an orientation program for both Group’s directors and employees, and periodically reported to the managements about implementation plan and progress.

Group identified the following areas are likely to be affected in general.

 

  (a) Identifying performance obligations

The Group provides telecommunication services and sells handsets as their main business. With the implementation of IFRS 15, the Group identifies performance obligations with a customer such as providing telecommunication services, selling handsets and other. The timing of revenue recognition depends on a performance obligation is satisfied at a point in time or over time. Where a performance obligation is satisfied over time, the related revenue is also recognized over time.

 

  (b) Allocation the transaction price and Revenue recognition

With implementation of IFRS 15, the Group allocated the transaction price to each performance obligation identified in a contract based on the relative stand-alone selling prices of the goods or services being provided to the customer. To allocate the transaction price to each performance obligation on a relative stand-alone price basis, the Group determines the stand-alone selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocate the transaction price in proportion to those stand-alone selling price. The stand-alone selling price is the price at which the Group would sell a promised good or service separately to the customer. The best evidence of a stand-alone selling price is the observable price of a good or service when the Group sells that good or service separately in similar circumstances and to similar customers. The Group recognizes the allocated amount as contract assets or contract liabilities, and amortizes it through the remaining period which is adjusted in operating income.

 

  (c) Incremental costs of obtaining a contract

The Group pays the commission fees when new customer subscribe for telecommunication services. The incremental contract acquisition costs are those commission fees that the Group incurs to acquire a contract with a customer that it would not have incurred if the contract had not been acquired.

According to IFRS 15, the Group recognizes as an asset the incremental contract acquisition costs and amortize it over the expected period of benefit. However, as a practical expedient, the Group may recognize the incremental contract acquisition costs as an expense when incurred if the amortization period of the asset is one year or less.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

With implementation of IFRS 15, the Group’s operating income and expenses are expected to be decreased. Under the modified retrospective method, we will apply the rules to all open contracts existing as of January 1, 2018, recognizing in beginning retained earnings for 2018 an adjustment between 900 billion and 1,100 billion for the cumulative effect of the change.

 

  2.3 Consolidation

The Group has prepared the consolidated financial statements in accordance with IFRS 10 Consolidated Financial Statements.

(1) Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred is measured at the fair values of the assets transferred, and identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. All other non-controlling interests are measured at fair values, unless otherwise required by other standards. Acquisition-related costs are expensed as incurred.

The excess of consideration transferred, amount of any non-controlling interest in the acquired entity and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in profit or loss as a bargain purchase.

Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(2) Changes in ownership interests in subsidiaries without change of control

Any difference between the amount of the adjustment to non-controlling interest that do not result in a loss of control and any consideration paid or received is recognized in a separate reserve within equity attributable to owners of the Controlling Group.

(3) Disposal of subsidiaries

When the Group ceases to consolidate for a subsidiary because of a loss of control, any retained interest in the subsidiary is remeasured to its fair value with the change in carrying amount recognized in profit or loss.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(4) Associates

Associates are all entities over which the Group has significant influence, and investments in associates are initially recognized at acquisition cost using the equity method. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. If there is any objective evidence that the investment in the associate is impaired, the Group recognizes the difference between the recoverable amount of the associate and its book amount as impairment loss.

(5) Joint arrangement

A joint arrangement, wherein two or more parties have joint control, is classified as either a joint operation or a joint venture. A joint operator recognizes its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. A joint venturer has rights to the net assets relating to the joint venture and accounts for that investment using the equity method.

 

  2.4 Segment Reporting

Information of each operating segment is reported in a manner consistent with the business segment reporting provided to the chief operating decision-maker (Note 33). The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.

 

  2.5 Foreign Currency Translation

(1) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the each entity operates (the “functional currency’). The consolidated financial statements are presented in Korean won, which is the Controlling Company’s functional and presentation currency.

(2) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in profit or loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as available-for-sale financial assets are recognized in other comprehensive income.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(3) Translation to the presentation currency

The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

    assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting period,

 

    income and expenses for each statement of profit or loss are translated at average exchange rates for the period,

 

    equity is translated at the historical exchange rate, and

 

    all resulting exchange differences are recognized in other comprehensive income.

 

  2.6 Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of less than three months.

 

  2.7 Financial Assets

(1) Classification and measurement

The Group classifies its financial assets into the following categories: financial assets at fair value through profit or loss, available-for-sale financial assets, loans and receivables, and held-to-maturity financial assets. Regular way purchases and sales of financial assets are recognized on trade-date, the date on which the Group commits to purchase or sell the asset.

The Group may designate the entire hybrid (combined) contract as a financial asset at fair value through profit or loss for a contract that contains one or more embedded derivatives.

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss. Available-for-sale financial assets and financial assets at fair value through profit or loss are subsequently carried at fair value. And, loans and receivables and held-to-maturity investments are subsequently carried at amortized cost using the effective interest method.

Gains or losses arising from changes in the fair value of financial assets at fair value through profit or loss are recognized in profit or loss within other income or other expenses. Gains or losses arising from changes in the available-for-sale financial assets are recognized in other comprehensive income, and amounts are reclassified to profit or loss when the associated assets are sold or impaired.

(2) Impairment

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or a group of financial assets that can be reliably estimated.

Impairment of loans and receivables is presented as a deduction in an allowance account. Impairment of other financial assets is directly deducted from their carrying amount. The Group writes off financial assets when the assets are determined to be no longer recoverable.

The criteria that the Group uses to determine that there is objective evidence of an impairment loss include:

 

    Significant financial difficulty of the issuer or obligor;

 

    A breach of contract, such as a default or delinquency in interest or principal payments;

 

    For economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

 

    It becomes probable that the borrower will enter bankruptcy or other financial reorganization;

 

    The disappearance of an active market for that financial asset because of financial difficulties; or

 

    Observable data indicating that there is a measurable decrease in the estimated future cash flows from a portfolio of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the portfolio.

(3) Derecognition

If the Group transfers a financial asset and the transfer does not result in derecognition because the Group has retained substantially of all risks and rewards of ownership of the transferred asset due to a recourse in the event the debtor defaults, the Group continues to recognize the transferred asset in its entirety and recognizes a financial liability for the consideration received. The related financial liability is classified as ‘borrowings’ in the statement of financial position.

(4) Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the statements of financial position where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the assets and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

 

  2.8 Derivative Instruments

Derivatives are initially recognized at fair value on the date when a derivative contract is entered into and are subsequently remeasured at their fair value. Changes in the fair value of the derivatives that are not qualified for hedge accounting are recognized in the statement of profit or loss within ‘other income (expenses)’ and ‘finance income (expenses)’ according to the nature of transactions.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

If the Group uses a valuation technique that incorporates data not obtained from observable markets for the fair value at initial recognition of the financial instrument, there may be a difference between the transaction price and the amount determined using that valuation technique (Day 1 profit and loss). In these circumstances, the fair value of the financial instrument is recognized as the transaction price and the difference is amortized by using the straight-line method over the life of the financial instrument. If the fair value of the financial instrument is subsequently determined using observable market inputs, the remaining deferred amount is recognized in profit or loss in the statement of profit or loss.

The Group applies cash flow hedge accounting to hedge the risks of foreign exchange and interest rates of the variable rate foreign currency bonds. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately as finance income (expenses) in the statement of profit or loss. Amounts of changes in fair value of effective hedging instruments accumulated in other comprehensive income are recognized as ‘finance income (expenses)’ for the periods when the corresponding transactions affect profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that is reported in other comprehensive income is recognized as ‘finance income (expenses)’.

If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the effective interest method is used is amortized to profit or loss over the period to maturity.

 

  2.9 Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the moving average method, except for inventories in-transit which is determined using the specific identification method.

 

  2.10 Non-current Assets (or Disposal Group) Held-for-sale

Non-current assets (or disposal group) are classified as assets held-for-sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. The assets are measured at the lower amount between their carrying amount and the fair value less costs to sell.

 

  2.11 Property and Equipment

Property and equipment are stated at its cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditures that is directly attributable to the acquisition of the items.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Depreciation of all property, plant, and equipment, except for land is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives, as follows:

 

     Estimated Useful Life

Buildings

   5 – 40 years

Structures

   5 – 40 years

Machinery and equipment

(Telecommunications equipment and others)

Others

   2 – 40 years

Vehicles

   4 – 6 years

Tools

   4 – 6 years

Office equipment

   2 – 6 years

The depreciation method, residual values and useful lives of property and equipment are reviewed at the end of each reporting period and, if appropriate, accounted for as changes in accounting estimates.

 

  2.12 Investment Property

Investment property is a property held to earn rentals or for capital appreciation. An investment property is measured initially at its cost. After recognition as an asset, investment property is carried at cost less accumulated depreciation and impairment losses. Investment property, except for land, is depreciated using the straight-line method over their useful lives from 10 to 40 years.

 

  2.13 Intangible Assets

(1) Goodwill

Goodwill is measured as explained in Note 2.3 (1) and goodwill arising from acquisition of subsidiaries and business are included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses.

(2) Intangible assets except goodwill

Intangible assets, except for goodwill, are initially recognized at its historical cost, and carried at cost less accumulated amortization and accumulated impairment losses. Membership rights (condominium membership and golf membership) and broadcast rights that have an indefinite useful life are not subject to amortization because there is no foreseeable limit to the period over which the assets are expected to be utilized. The Group amortizes intangible assets with a limited useful life using the straight-line method over the following periods:

 

     Estimated Useful Life

Development costs

   5 – 6 years

Software

   6 years

Frequency usage rights

   5 –10 years

Others1

   2 – 50 years

 

  1  Membership rights (condominium membership and golf membership) and broadcast license included in others are classified as intangible assets with indefinite useful life.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  2.14 Borrowing Costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. Other borrowing costs are expensed in the period in which they are incurred.

 

  2.15 Government Grants

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants related to assets are presented in the statement of financial position by setting up the grant as deferred income that is recognized in profit or loss on a systematic basis over the useful life of the asset. Grants related to income are presented as a credit in the statement of profit or loss within ‘other income’.

 

  2.16 Impairment of Non-Financial Assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. Non-financial assets, other than goodwill, that suffered impairment are reviewed for possible reversal of the impairment at the end of reporting period.

 

  2.17 Financial Liabilities

(1) Classification and measurement

The Group’s financial liabilities at fair value through profit or loss are financial instruments held for trading and designated as financial liabilities at fair value through profit or loss. Financial liabilities held for trading are financial liabilities that are incurred principally for the purpose of repurchasing them in the near term and derivatives that are not designated as hedges or bifurcated from financial instruments containing embedded derivatives. Financial liabilities that the Group designated as at fair value through profit or loss are structured financial liabilities containing embedded derivatives issued by the Group.

As it was unable to measure the embedded derivatives separately from its host contract, the Group designated the entire hybrid contact as at fair value through profit or loss. The financial liability that the Group designated as at fair value through profit or loss is a foreign convertible bond.

The Group classifies non-derivative financial liabilities, except for financial liabilities at fair value through profit or loss, financial guarantee contracts and financial liabilities that arise when a

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

transfer of financial assets does not qualify for derecognition, as financial liabilities carried at amortized cost and presented as ‘trade payables’, ‘borrowings’, and ‘other financial liabilities’ in the statement of financial position.

Preferred shares that provide for a mandatory redemption at a particular date are classified as liabilities. Interest expenses on these preferred shares calculated using the effective interest method are recognized in the statement of profit or loss as ‘finance costs’, together with interest expenses recognized from other financial liabilities.

(2) Derecognition

Financial liabilities are removed from the statement of financial position when it is extinguished, for example, when the obligation specified in the contract is discharged or cancelled or expired or when the terms of an existing financial liability are substantially modified.

 

  2.18 Financial Guarantee Contracts

Financial guarantees contracts provided by the Group are initially measured at fair value on the date the guarantee was given. Subsequent to initial recognition, the Group’s liabilities under such guarantees are measured at the higher of the amounts below and recognized as ‘other financial liabilities’:

 

    the amount determined in accordance with IAS 37 Provisions, Contingent Liabilities and Contingent Assets; or

 

    the amount initially recognized less cumulative amortization in accordance with IAS 18 Revenue.

 

  2.19 Compound Financial Instruments

Compound financial instruments are convertible bonds that can be converted into equity instruments at the option of the holder. The liability component of a compound financial instrument is recognized initially at the fair value of a similar liability that does not have an equity conversion option. The equity component is recognized initially on the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component. Any directly attributable transaction costs are allocated to the liability and equity components in proportion to their initial carrying amounts.

 

  2.20 Employee Benefits

(1) Post-employment benefits

The Group operates both defined benefit and defined contribution plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The contributions are recognized as employee benefit expenses when an employee has rendered service.

A defined benefit plan is a pension plan that is not a defined contribution plan. Generally, post-employment benefits are payable after the completion of employment, and the benefit amount

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

depended on the employee’s age, periods of service or salary levels. The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss as past service costs.

(2) Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits at the earlier of the following dates: when the entity can no longer withdraw the offer of those benefits or when the entity recognizes costs for a restructuring.

 

  2.21 Share-based payments

Equity-settled share-based payment is recognized at fair value of equity instruments on grant date, and employee benefit expense is recognized over the vesting period. At the end of each period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

When the options are exercised, the Group issues new shares. The proceeds received, net of any directly attributable transaction costs, are recognized as share capital (nominal value) and share premium.

 

  2.22 Provisions

Provisions are measured at the present value of the expenditures expected to be required to settle the obligation, and the increase in the provision due to passage of time is recognized as interest expense.

 

  2.23 Leases

(1) Lessee

A lease is an agreement, whereby the lessor conveys to the lessee, in return for a payment or series of payments, the right to use an asset for an agreed period of time. Leases where all the risks and rewards of ownership are not transferred to the Group are classified as operating leases. Lease payments under operating leases are recognized as expenses on a straight-line basis over the lease term.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Leases where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized as lease assets and liabilities at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments.

(2) Lessor

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership at the inception of the lease. A lease other than a finance lease is classified as an operating lease. Lease income from operating leases is recognized in income on a straight-line basis over the lease term. Initial direct costs incurred by the lessor in negotiating and arranging an operating lease is added to the carrying amount of the leased asset and recognized as an expense over the lease term on the same basis as the lease income.

 

  2.24 Share Capital

The Group classifies ordinary shares as equity. Where the Controlling Company purchases its own shares, the consideration paid, including any directly attributable incremental costs, is deducted from equity until the share are cancelled or reissued. When these treasury shares are reissued, any consideration received is including in equity attributable to the equity holders of the Controlling Company.

 

  2.25 Revenue Recognition

Revenue is measured at the fair value of the consideration received or receivable for the sale of goods or rendering of services arising from the normal activities of the Group. Amounts disclosed as revenue are net of value added taxes, returns, rebates and discounts and after elimination of intra-group transactions.

The Group recognizes revenue when the amount of revenue can be reliably measured; when it is probable that future economic benefits will flow to the Group; and when specific criteria have been met for each of the Group’s activities, as described below. The Group bases its estimate on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement.

(1) Rendering of Services

When providing interconnection or telecommunications service to a customer based on service plans, the related revenue is recognized at the time service is provided. When providing the telecommunications equipment rental service to a customer based on service plans, the related revenue is recognized on straight-line basis over the contract period. Revenue related to the other telecommunications services is recognized when the service is provided to the customer.

For other services, when the outcome of a transaction involving the rendering of services can be estimated reliably, revenue associated with such a transaction is recognized by reference to the stage of performance of the services. When the outcome of the transaction involving the rendering of services cannot be estimated reliably, revenue is recognized only to the extent of the expenses recognized that are recoverable.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Total consideration for combined services is allocated to each service in proportion to its fair value and the allocated amount is recognized as revenue according to revenue recognition policy for the service.

(2) Sales of goods

The Group sells a range of handsets. Revenue from the sale of goods is recognized when products are delivered to the purchaser.

(3) Interest income

Interest income is recognized using the effective interest method according to the time passed. When a loan and receivable is impaired, the Group reduces the carrying amount to its recoverable amount and continues unwinding the discount as interest income. Interest income on impaired loans and receivables is recognized using the original effective interest rate.

(4) Commission fees

Commission fees related to credit card business are recognized when it is probable that future economic benefits will flow to the entity and these benefits can be reliably measured. Revenues from acquiree fee, agent fee, optional service fees, member service fees and credit card service charge are measured at the fair value of the consideration received and recognized on an accrual basis.

(5) Royalty income

Royalty income is recognized on an accrual basis in accordance with the substance of the relevant agreements.

(6) Dividend income

Dividend income is recognized when the right to receive payment is established.

(7) Customer loyalty program

The Group operates a customer loyalty program where customers accumulate points for purchases made which entitle them to discounts on future purchases. The reward points are recognized as a separately identifiable component of the initial sale transaction. The fair value of the consideration received or receivable in respect of the initial sale is allocated between the reward points and the other components of the sale. The fair value of the reward points is measured by taking into account the proportion of the reward points that are not expected to be redeemed by customers. Revenue from the reward points is recognized when the points are redeemed.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  2.26 Current and Deferred Income Tax

The tax expense for the period consists of current and deferred tax. Tax is recognized on the profit for the period in the statement of profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively. The tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.

Management periodically evaluates tax policies that are applied in tax returns in which applicable tax regulation is subject to interpretation. The Group recognizes current income tax on the basis of the amount expected to be paid to the tax authorities.

Deferred tax is recognized for temporary differences arising between the tax bases of assets and liabilities and their carrying amounts as expected tax consequences at the recovery or settlement of the carrying amounts of the assets and liabilities. However, deferred tax assets and liabilities are not recognized if they arise from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognized only if it is probable that future taxable amount will be available to utilize those temporary differences and losses.

Deferred tax liability is recognized for taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, except to the extent that the Group 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. In addition, deferred tax asset is recognized for deductible temporary differences arising from such investments to the extent that it is probable the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities where there is an intention to settle the balances on a net basis.

 

  2.27 Dividend

Dividend distribution to the Group’s shareholders is recognized as a liability in the financial statements in the period in which the dividends are approved by the Group’s shareholders.

 

  2.28 Approval of Issuance of the Financial Statements

The issuance of the December 31, 2017 consolidated financial statements of the Group was approved by the Board of Directors on April 27, 2018.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

3. Critical Accounting Estimates and Assumptions

The Group makes estimates and assumptions concerning the future. The estimates and assumptions are continuously evaluated with consideration to factors such as events reasonably predictable in the foreseeable future within the present circumstance according to historical experience. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

 

  3.1 Impairment of Goodwill

The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of cash-generating units (CGUs) is determined based on value-in-use calculations (Note 12).

 

  3.2 Income Taxes

The Group is operating in numerous countries and the income generated from these operations is subject to income taxes based on tax laws and interpretations of tax authorities in numerous jurisdictions. There are many transactions and calculations for which the ultimate tax determination is uncertain (Note 28).

If certain portion of the taxable income is not used for investments or increase in wages or dividends in accordance with the Tax System For Recirculation of Corporate Income, the Group is liable to pay additional income tax calculated based on the tax laws. The new tax system is effective for three years from 2015. Accordingly, the measurement of current and deferred income tax is affected by the tax effects from the new system. As the Group’s income tax is dependent on the investments, increase in wages and dividends, there is an uncertainty in measuring the final tax effects.

 

  3.3 Fair Value of Derivatives and Financial Instruments

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period (Note 36).

 

  3.4 Provision for Impairment

The Group recognizes provisions for accounting of estimated loss in customers’ insolvency. When the provision for impairment is estimated, it is based on the aging analysis of trade receivables balances, incurred loss experience, customers’ credit rates and changes of payment terms. If the customer’s financial position becomes worse, the actual loss amount will be increased more than the estimated.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  3.5 Net defined benefit liability

The present value of net defined benefit liability depends on a number of factors that are determined on an actuarial basis using a number of assumptions including the discount rate (Note 17).

 

  3.6 Deferred Revenue

Service installation fees and initial subscription fees related to activation of service are deferred and recognized as revenue over the expected periods of customer relationships. The estimate of the expected terms of customer relationship is based on the historical data. If management’s estimate changes, it may cause significant differences in the timing of revenue recognition and amounts recognized.

 

  3.7 Provisions

As described in Note 16, the Group records provisions for litigation and assets retirement obligations at the end of the reporting period. The provisions are estimated based on the factors such as the historical experiences.

 

  3.8 Useful Lives of Property and Equipment and Investment Property

The property and equipment, intangible assets, and investment properties, excluding land, goodwill, condominium memberships and golf club memberships, are depreciated using the straight-line method over their useful lives. The estimated useful lives are determined based on expected usage of the assets and the estimates can be materially affected by technical changes and other factors. The Group will increase depreciation expenses if the useful lives are considered shorter than the previously estimated useful lives.

 

4. Financial Instruments by Category

Financial instruments by category as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016  
Financial assets   

Loans

and

receivables

    

Assets at fair
value through
profit

and loss

     Derivatives
used for
hedge
    

Available-

for-sale

    

Held-to-

Maturity

     Total  

Cash and cash equivalents

   2,900,311      —        —        —        —        2,900,311  

Trade and other receivables

     6,036,363        —          —          —          —          6,036,363  

Other financial assets

     716,769        6,277        227,318        404,774        30,143        1,385,281  

 

(In millions of Korean won)    2016  
Financial liabilities    Liabilities at
fair value
through profit
and loss
    

Derivatives

used for
hedge

     Financial
liabilities at
amortized cost
     Total  

Trade and other payables

   —        —        8,328,082      8,328,082  

Borrowings

     —          —          8,120,791        8,120,791  

Other financial liabilities

     1,973        14,928        91,763        108,664  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2017  
Financial assets   

Loans

and

receivables

    

Assets at fair
value through
profit

and loss

     Derivatives
used for
hedge
    

Available-

for-sale

    

Held-to-

Maturity

     Total  

Cash and cash equivalents

   1,928,182      —        —        —        —        1,928,182  

Trade and other receivables

     6,643,115        —          —          —          —          6,643,115  

Other financial assets

     1,333,317        5,813        7,389        380,953        151        1,727,623  

 

(In millions of Korean won)    2017  
Financial liabilities    Liabilities at
fair value
through profit
and loss
    

Derivatives

used for
hedge

     Financial
liabilities at
amortized cost
     Total  

Trade and other payables

   —        —        8,425,503      8,425,503  

Borrowings

     —          —          6,683,662        6,683,662  

Other financial liabilities

     5,051        93,770        87,669        186,490  

Gains or losses arising from financial instruments by category for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015     2016     2017  

Loans and receivables

      

Interest income1, 4

   85,603     129,813     108,608  

Loss on foreign currency transaction

     (365     (7,493     (11,949

Gain(loss) on foreign currency translation

     1,921       3,083       (12,354

Loss on disposal

     (2,539     (15,838     (20,351

Loss on valuation

     (141,555     (92,589     (44,219

Assets at fair value through profit or loss

      

Dividend income

     —         —         1  

Gain on disposal

     368       186       153  

Loss on valuation

     —         (7,184     (464

Derivatives used for hedging

      

Loss on transaction

     (5,157     —         (58,569

Gain(loss) on valuation

     141,512       109,436       (63,640

Other comprehensive income for the year2

     100,401       60,501       (44,429

Reclassified to profit or loss from other comprehensive income for the year2,3

     (88,003     (71,915     50,231  

Available-for-sale

      

Interest income1,4

     73       40       453  

Dividend income

     7,733       3,926       5,174  

Gain on disposal

     131,045       22,695       89,598  

Impairment loss

     (1,471     (966     (6,137

Other comprehensive income for the year2

     47,381       10,925       51,235  

Reclassified to profit or loss from other comprehensive income for the year2

     (83,397     (3,840     (55,450

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2015     2016     2017  

Held-to-Maturity

      

Interest income1,4

     226       213       —    

Liabilities at fair value through profit and loss

      

Gain(loss) on disposal

     (850     (632     —    

Gain(loss) on valuation

     (2,006     33       (3,078

Derivatives used for hedging

      

Gain(loss) on transactions

     (273     8,329       —    

Loss on valuation

     (1,733     (138     (145,885

Other comprehensive income for the year2

     11,513       4,295       (66,624

Reclassified to profit or loss from other comprehensive income for the year 2,3

     (9,959     (3,956     91,698  

Financial liabilities at amortized cost

      

Interest expense4

     (385,925     (337,219     (302,464

Gain(loss) foreign currency transaction

     (23,416     (7,518     62,347  

Gain(loss) foreign currency translation

     (166,254     (112,864     225,695  

Total

   (385,127   (308,677   (150,420

 

1 BC Card, a subsidiary of the Group, recognized interest income as operating revenue. Interest income recognized as operating revenue is 15,561 million (2015: 15,867 million, 2016:  14,380 million) for the year ended December 31, 2017.
2 The amounts directly reflected in equity after adjustments of deferred income tax.
3 During the year, certain derivatives of the Group were settled and the related gain or loss on valuation of cash flow hedge in other comprehensive income was reclassified to profit or loss for the year.
4 BC Card recognized gain/loss on foreign currency transaction as operating income and expenses. During the year, related gain/loss on foreign currency transaction recognized as operating income and expense is 11,049 million (2016: (-) 1,987 million).

 

5. Cash and Cash Equivalents

Restricted cash and cash equivalents as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    Type    2016    2017    Description

Restricted cash and

cash equivalents

   Restricted deposit    19,920    16,837    Deposit restricted for governmental project and others

Cash and cash equivalents in the statement of financial position equal to cash and cash equivalents in the statement of cash flows.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

6. Trade and Other Receivables

Trade and other receivables as of December 31, 2016 and 2017, are as follows:

 

     2016  

(In millions of

Korean won)

   Total
amounts
    

Allowance
for

doubtful
accounts

    

Present

value
discount

    

Carrying

amount

 

Current assets

           

Trade receivables

   3,161,234      (470,239    (5,343    2,685,652  

Other receivables

     2,763,942        (121,972      (270      2,641,700  
  

 

 

    

 

 

    

 

 

    

 

 

 
   5,925,176      (592,211    (5,613    5,327,352  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-current assets

           

Trade receivables

   263,367      (632    (12,835    249,900  

Other receivables

     507,251        (19,644      (28,496      459,111  
  

 

 

    

 

 

    

 

 

    

 

 

 
     770,618        (20,276      (41,331      709,011  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     2017  

(In millions of

Korean won)

   Total
amounts
    

Allowance
for

doubtful
accounts

    

Present

value
discount

    

Carrying

amount

 

Current assets

           

Trade receivables

   3,286,169      (438,817    (7,508    2,839,844  

Other receivables

     3,041,028        (66,402      (187      2,974,439  
  

 

 

    

 

 

    

 

 

    

 

 

 
   6,327,197      (505,219    (7,695    5,814,283  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-current assets

           

Trade receivables

   366,107      (610    (12,803    352,694  

Other receivables

     522,459        (17,970      (28,351      476,138  
  

 

 

    

 

 

    

 

 

    

 

 

 
   888,566      (18,580    (41,154    828,832  
  

 

 

    

 

 

    

 

 

    

 

 

 

Details of changes in allowance for doubtful accounts the years ended December 31, 2016 and 2017, are as follows:

 

    2015     2016     2017  

(In millions of

Korean won)

  Trade
receivables
    Other
receivables
    Trade
receivables
    Other
receivables
    Trade
receivables
    Other
receivables
 

Beginning balance

  527,617     311,082     468,741     250,842     470,871     141,616  

Provision

    95,489       46,066       84,975       7,736       38,888       5,809  

Reversal or written-off

    (135,318     (33,282     (80,518     (108,638     (70,121     (61,220

Changes in the scope of consolidation

    (16,752     (69,732     215       56       (107     (35

Others

    (2,232     (3,272     (2,542     (8,380     (104     (1,798
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  468,741     250,842     470,871     141,616     439,427     84,372  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Provisions for impairment on trade and other receivables are recognized as operating expenses, other expenses and finance costs.

Details of aging analysis of trade receivables as of December 31, 2016 and 2017, are as follows:

 

(in millions of Korean won)    2016      2017  

Neither past due nor impaired

   2,377,637      2,661,406  
  

 

 

    

 

 

 

Past due and impaired

     

Up to 6 months

     685,288        701,032  

6 months to 12 months

     87,547        70,190  

Over 12 months

     255,951        199,337  
  

 

 

    

 

 

 
     1,028,786        970,559  

Less: Allowance for doubtful accounts

     (470,871      (439,427
  

 

 

    

 

 

 
   2,935,552      3,192,538  
  

 

 

    

 

 

 

Details of other receivables as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016      2017  

Loans

   80,308      84,682  

Receivables1

     2,709,177        2,970,346  

Accrued income

     9,903        12,186  

Refundable deposits

     390,035        391,458  

Loans receivable

     10,355        34,273  

Finance lease receivables

     16,280        20,526  

Others

     26,369        21,478  

Less: Allowance for doubtful accounts

     (141,616      (84,372
  

 

 

    

 

 

 
   3,100,811      3,450,577  
  

 

 

    

 

 

 

 

1 The settlement receivables of BC Card Co., Ltd. of 2,262,829 million (2016: 1,962,880 million) are included.

Details of aging analysis of other receivables as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016      2017  

Neither past due nor impaired

   2,971,239      3,271,949  
  

 

 

    

 

 

 

Past due and impaired

     

Up to 6 months

     134,231        169,894  

6 months to 12 months

     12,805        16,052  

Over 12 months

     124,152        77,054  
  

 

 

    

 

 

 
     271,188        263,000  

Less: Allowance for doubtful accounts

     (141,616      (84,372
  

 

 

    

 

 

 

Total

   3,100,811      3,450,577  
  

 

 

    

 

 

 

The maximum exposure of trade and other receivables to credit risk is the carrying amount of each class of receivables mentioned above as of December 31, 2017.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

7. Other Financial Assets and Liabilities

Details of other financial assets and liabilities as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016      2017  

Other financial assets

     

Financial assets at fair value through profit or loss

   6,277      5,813  

Derivatives used for hedge

     227,318        7,389  

Financial instruments1

     716,769        1,333,317  

Available-for-sale financial assets1

     404,774        380,953  

Held-to-maturity investments

     30,143        151  

Less: Non-current

     (664,726      (754,992
  

 

 

    

 

 

 

Current

   720,555    972,631
  

 

 

    

 

 

 

Other financial liabilities

     

Financial liabilities at fair value through the profit or loss

   1,973      5,051  

Derivatives used for hedge

     14,928        93,770  

Other financial liabilities

     91,763        87,669  

Less: Non-current

     (108,431      (149,267
  

 

 

    

 

 

 

Current

   233      37,223  
  

 

 

    

 

 

 

 

1 As of December 31, 2017, MMW(Money Market Wrap) and MMT(Money Market Trust) amounting to 870,453 million is included in other financial assets. As of December 31, 2017, the Group’s financial instruments amounting to 59,660 million (December 31, 2016: 49,721 million), which consist of certain proceeds from the disposal of Ustream Inc. deposited in an escrow account, checking account deposits and deposits for Win-win Growth Cooperative loans, are subject to withdrawal restrictions.

Financial instruments at fair value through profit or loss as of December 31, 2016 and 2017, are as follows:

 

     2016      2017  
(In millions of Korean won)    Assets      Liabilities      Assets      Liabilities  

Financial instruments at fair value through profit and loss

       6,277      —            5,813      —    

Other derivatives liabilities

   —        1,973      —            5,051  

The valuation gains and losses on financial assets and liabilities at fair value through profit or loss and held for trading for the years ended December 31, 2015, 2016 and 2017, are as follows:

Financial instruments at fair value through profit or loss

 

     2015      2016      2017  
(in millions of Korean won)    Valuation
gains
     Valuation
losses
     Valuation
gains
     Valuation
losses
     Valuation
gains
     Valuation
losses
 

Valuation gains and losses on financial assets

   —        —        470      7,654      —        464  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

       —            —            470          7,654          —            464  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

F-44


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Held for trading

 

    2015     2016     2017  
(in millions of Korean won)   Valuation
gains
    Valuation
losses
    Valuation
gains
    Valuation
losses
    Valuation
gains
    Valuation
losses
 

Valuation gains and losses on financial assets

      —       2,006     33     —       —       3,078  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  —           2,006         33         —           —           3,078  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The maximum exposure of debt securities of financial instruments at fair value through profit or loss to credit risk is carrying amount as of December 31, 2017.

Derivatives used for hedge as of December 31, 2016 and 2017, are as follows:

 

     2016     2017  
(in millions of Korean won)    Assets     Liabilities     Assets     Liabilities  

Interest rate swap1

   —       3,278     —       2,633  

Currency swap2

     214,648       11,650       7,389       81,300  

Currency forwards3

     12,670       —         —         9,837  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     227,318       14,928       7,389       93,770  

Less: non-current

     (97,220     (14,695     (4,675     (56,547
  

 

 

   

 

 

   

 

 

   

 

 

 

Current

   130,098     233     2,714     37,223  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

  1 The interest rate swap contract is to hedge the risk of variability in future fair value of the bond.
  2 The currency swap contract is to hedge the risk of variability in cash flow from the bond. In applying the cash flow hedge accounting, the Group hedges its exposures to cash flow fluctuation until September 7, 2034.
  3 The currency forward contract is to hedge the risk of variability in cash flow from transactions in foreign currencies due to changes in foreign exchange rate.

The full value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and, as a current asset or liability, if the maturity of the hedged item is less than 12 months.

The valuation gains and losses on the derivatives contracts for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(in millions of
Korean won)
  2015     2016     2017  
Type of
Transaction
  Valuation
gain
    Valuation
loss
   

Other

comprehensive
income1

    Valuation
gain
    Valuation
loss
   

Other

comprehensive
income1

    Valuation
gain
    Valuation
loss
   

Other

comprehensive
income1

 

Interest rate swap

  —       —       (2,858   —       148     (142   38     —       637  

Currency swap

    141,512       1,733       150,255       97,158       (10     85,479       19       187,468       (146,752

Currency forwards

    —         —         247       12,278       —         146       —         22,114       (393
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  141,512     1,733     147,644     109,436     138     85,483     57     209,582     (146,508
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-45


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

1 The amounts before adjustments of deferred income tax directly reflected in equity and allocation to the non-controlling interest.

The ineffective portion recognized in profit or loss on the cash flow hedge is valuation gain of 1,961 million for the current period (2015: valuation income of 2,663 million, 2016: valuation gain of 1,637 million).

Details of available-for-sale financial assets as of December 31, 2016, and 2017 are as follows:

 

(In millions of Korean won)    2016     2017  

Marketable equity securities

    5,387      6,859  

Non-marketable equity securities

     372,703       364,195  

Debt securities

     26,684       9,899  
  

 

 

   

 

 

 

Total

     404,774       380,953  

Less: non-current

     (384,798     (379,488
  

 

 

   

 

 

 

Current

    19,976     1,465  
  

 

 

   

 

 

 

Changes of available-for-sale financial assets for the years ended December 31, 2016, and 2017 are as follows:

 

(In millions of Korean won)    2016     2017  

Beginning

   360,037     404,774  

Acquisition

     44,302       89,027  

Disposal

     (18,161     (129,682

Valuation1

     14,413       67,593  

Impairment

     (966     (6,137

Reclassification

     5,149       (44,622

Changes in scope of consolidation

     —         —    
  

 

 

   

 

 

 

Ending

       404,774         380,953  
  

 

 

   

 

 

 

 

  1 The amounts before adjustments of deferred income tax directly reflected in equity and allocation to the non-controlling interest.

The maximum exposure of debt securities of available-for-sale financial assets to credit risk is carrying amount as of December 31, 2017.

Available-for-sale financial assets are measured at fair value. However, non-marketable equity securities that do not have quoted market prices in an active market and the fair value of which cannot be reliably measured are recognized at cost and the impairment loss is recognized if any.

Investment in Korea Software Financial Cooperative amounting to 1,000 million is provided as collateral as consideration for payment guarantees provided by Korea Software Financial Cooperative (Note 19).

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

8. Inventories

Inventories as of December 31, 2016 and 2017, are as follows:

 

     2016      2017  
(In millions of Korean won)    Acquisition
cost
     Valuation
allowance
    Book
amount
     Acquisition
cost
     Valuation
allowance
    Book
amount
 

Merchandise

   403,938      (46,634   357,304      504,321      (58,293   446,028  

Others

     97,778        (494     97,284        195,999        —         195,999  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Total

   501,716      (47,128   454,588      700,320      (58,293   642,027  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

   

 

 

 

Cost of inventories recognized as expenses for year ended December 31, 2017, amounts to 3,855,089 million (2015: 3,760,892 million, 2016: 3,589,809 million) and valuation loss on inventory on inventory recognized amounts to 11,165 million for year ended December 31, 2017 (2015: valuation loss on inventory amounts to 4,116 million, 2016: reversal of valuation allowance of 20,223 million).

 

9. Other Assets and Liabilities

Other assets and liabilities as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016      2017  

Other assets

     

Advance payments

   148,299      164,950  

Prepaid expenses

     255,464        241,078  

Others

     13,471        5,998  

Less: Non-current

     (106,099      (107,166
  

 

 

    

 

 

 

Current

   311,135      304,860  
  

 

 

    

 

 

 

Other liabilities

     

Advances received

   281,071      375,792  

Withholdings

     89,679        85,142  

Unearned revenue

     24,142        23,036  

Others

     6,160        11,629  

Less: Non-current

     (58,761      (237,284
  

 

 

    

 

 

 

Current

   342,291      258,315  
  

 

 

    

 

 

 

 

F-47


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

10. Property, Plant and Equipment

Changes in property, plant and equipment for the years ended December 31, 2016 and 2017, are as follows:

 

    2016  
(in millions of Korean won)   Land     Buildings
and
structures
    Machinery
and
equipment
    Others     Construction-
in-progress
    Total  

Acquisition cost

  1,287,749     3,558,460     34,388,584     1,951,749     1,033,777     42,220,319  

Less: Accumulated depreciation (including accumulated impairment loss and others)

    (132     (1,459,416     (24,879,791     (1,400,766     (1,300     (27,741,405
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

    1,287,617       2,099,044       9,508,793       550,983       1,032,477       14,478,914  

Acquisition

    291       3,608       247,431       146,471       2,297,346       2,695,147  

Disposal/Abandonment

    (855     (1,650     (112,135     (8,155     (3,357     (126,152

Depreciation

    —         (135,389     (2,498,837     (143,978     —         (2,778,204

Impairment

    —         —         361       (47,086     —         (46,725

Transfer in (out)

    4,274       136,041       2,060,936       11,073       (2,212,324     —    

Inclusion in scope of consolidation

    —         —         68       764       —         832  

Others

    17,625       23,078       53,568       14,851       (20,823     88,299  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

  1,308,952     2,124,732     9,260,185     524,923     1,093,319     14,312,111  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

  1,309,084     3,729,228     35,106,184     1,895,332     1,093,941     43,133,769  

Less: Accumulated depreciation

(including accumulated impairment loss and others)

    (132     (1,604,496     (25,845,999     (1,370,409     (622     (28,821,658

 

    2017  
(In millions of Korean won)   Land     Buildings
and
structures
    Machinery
and
equipment
    Others     Construction-
in-progress
    Total  

Acquisition cost

  1,309,084     3,729,228     35,106,184     1,895,332     1,093,941     43,133,769  

Less: Accumulated depreciation

(including accumulated impairment loss and others)

    (132     (1,604,496     (25,845,999     (1,370,409     (622     (28,821,658
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

    1,308,952       2,124,732       9,260,185       524,923       1,093,319       14,312,111  

Acquisition

    1,948       120       237,218       129,464       2,262,681       2,631,431  

Disposal and termination

    (4,656     (4,022     (176,085     (8,242     (3,133     (196,138

Depreciation

    —         (135,242     (2,469,459     (150,535     —         (2,755,236

Impairment (Recovery of impairment)

    —         —         (9,256     (1     (28     (9,285

Transfer in (out)

    26,764       25,305       2,227,808       10,344       (2,600,908     (310,687

Exclusion from scope of consolidation

    —         (19     (772     (120     (34     (945

Transfer from(to) investment properties

    (64,449     1,793       —         1,184       —         (61,472

Others

    98       (245     (8,830     (179     (38,304     (47,460

Ending, net

  1,268,657     2,012,422     9,060,809     506,838     713,593     13,562,319  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

  1,268,789     3,750,861     35,971,877     1,920,571     714,706     43,626,804  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Less: Accumulated depreciation

(including accumulated impairment loss and others)

    (132     (1,738,439     (26,911,068     (1,413,733     (1,113     (30,064,485

 

F-48


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Details of property, plant and equipment provided as collateral as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016
     Carrying
amount
     Secured
amount
    

Related

line item

     Related
amount
     Secured party

Land and Buildings

   13,337      16,009        Borrowings      11,540      Standard
Chartered
Bank

Korea
Development
Bank

Others

     55,951        43,506        25,379         Shinhan Bank

 

(In millions of Korean won)    2017
     Carrying
amount
     Secured
amount
    

Related

line item

     Related
amount
     Secured party

Land and Buildings

     13,115        15,995        Borrowings        2,730      Standard
Chartered
Bank

Korea
Development
Bank

Others

     53,757        38,570           16,071      Shinhan Bank

The borrowing costs capitalized for qualifying assets amount to 8,473 million (2016: 16,451 million) in 2017. The interest rate applied to calculate the capitalized borrowing costs in 2017 is 3.37% to 3.54% (2016: 2.29% to 3.50%).

 

11. Investment Properties

Changes in investment properties for the years ended December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016  
   Land     Buildings     Construction-in-
progress
    Total  

Acquisition cost

   340,790     1,011,236     74,208     1,426,234  

Less: Accumulated depreciation

     —         (324,164     —         (324,164
  

 

 

   

 

 

   

 

 

   

 

 

 

Beginning

     340,790       687,072       74,208       1,102,070  

Acquisition

     51       417       160,138       160,606  

Disposal/Abandonment

     (5,837     (1,802     —         (7,639

Depreciation

     —         (43,575     —         (43,575

Transfer

     (32,254     124,417       (155,581     (63,418
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending

   302,750     766,529     78,765     1,148,044  
  

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

   302,750     1,119,885     78,765     1,501,400  

Less: Accumulated depreciation

     —       (353,356     —       (353,356

 

F-49


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2017  
   Land     Buildings    

Construction-in-

progress

    Total  

Acquisition cost

   302,750     1,119,885     78,765     1,501,400  

Less: Accumulated depreciation

     —         (353,356     —         (353,356
  

 

 

   

 

 

   

 

 

   

 

 

 

Beginning

     302,750       766,529       78,765       1,148,044  

Acquisition

     —         775       48,075       48,850  

Disposal/Abandonment

     (3,493     (6,434     —         (9,927

Depreciation

     —         (47,295     —         (47,295

Transfer from(to) property, plant and equipment

     64,449       (1,793     (1,184     61,472  

Transfer and others

     (6,916     80,986       (85,683     (11,613
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending

   356,790     792,768     39,973     1,189,531  
  

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

   358,358     1,191,687     39,973     1,590,018  

Less: Accumulated depreciation

(include. Accumulated impairment)

     (1,568     (398,919     —         (400,487

The fair value of investment properties is 1,755,600 million as of December 31, 2017 (2016: 1,962,779 million). The fair value of investment properties is estimated based on the expected cash flow.

Rental income from investment properties is 205,993 million in 2017 (2016: 184,670 million) and direct operating expenses (including repairs and maintenance) arising from investment properties that generated rental income during the period are recognized as operating expenses.

Details of investment properties provided as collateral as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016  
     Carrying
amount
     Secured
amount
     Related
account
   Related
amount
 

Buildings

   711,989      98,543      Deposits    84,334  

Land and Buildings

   8,035      7,891      Borrowings    5,260  

 

(In millions of Korean won)    2017  
     Carrying
amount
     Secured
amount
     Related
account
   Related
amount
 

Buildings

   772,708      104,861      Deposits    90,150  

Land and Buildings

   7,897      7,905      Borrowings    5,270  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

12. Intangible Assets

Changes in intangible assets for the years ended December 31, 2016 and 2017, are as follows:

 

    2016  
(In millions of Korean won)   Goodwill     Development
costs1
    Software    

Frequency

usage rights

    Others     Total  

Acquisition cost

    449,379       1,487,420       805,387       2,591,229       1,109,085       6,442,500  

Less: Accumulated amortization (including accumulated impairment loss and others)

    (107,038     (1,025,877     (574,003     (1,618,459     (517,372     (3,842,749
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

  342,341     461,543     231,384     972,770     591,713     2,599,751  

Acquisition and capital expenditure

    —         36,075       35,631       978,309       74,312       1,124,327  

Disposal and termination

    —         (8,600     (1,928     —         (16,397     (26,925

Amortization

    —         (162,682     (78,643     (273,790     (84,606     (599,721

Impairment

    (131,600     —         (46     —         (3,618     (135,264

Inclusion in scope of consolidation

    42,745       —         2,462       —         16,015       61,222  

Others

    —         8,340       8,278       —         (17,205     (587
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

  253,486     334,676     197,138     1,677,289     560,214     3,022,803  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

    492,105       1,483,205       838,532       2,531,654       1,154,993       6,500,489  
    (238,619     (1,148,529     (641,394     (854,365     (594,779     (3,477,686

 

    2017  
(In millions of Korean won)   Goodwill     Development
costs1
    Software    

Frequency

usage rights

    Others     Total  

Acquisition cost

    492,105       1,483,205       838,532       2,531,654       1,154,993       6,500,489  

Less: Accumulated amortization (including accumulated impairment loss and others)

    (238,619     (1,148,529     (641,394     (854,365     (594,779     (3,477,686
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

  253,486     334,676     197,138     1,677,289     560,214     3,022,803  

Acquisition and capital expenditure

    —         247,863       60,475       —         78,373       386,711  

Disposal and termination

    —         (14,806     (548     —         (11,859     (27,213

Amortization

    —         (151,718     (73,174     (311,146     (99,112     (635,150

Impairment

    (84,606     —         (3     —         (31,486     (116,095

Inclusion in scope of consolidation

    —         (332     (3,216     —         (1,374     (4,922

Others

    —         2,876       9,569       (1,201     (4,674     6,570  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

  168,880     418,559     190,241     1,364,942     490,081     2,632,704  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

    474,908       1,643,886       893,500       2,530,341       1,171,378       6,714,014  

Less; Accumulated amortization (including accumulated impairment loss and others)

    (306,028     (1,225,327     (703,259     (1,165,399     (681,297     (4,081,310

 

1 The Company’s development costs mainly consist of acquisition costs to develop a combined billing system and an information management system.

The carrying amount of membership rights with indefinite useful life not subject to amortization is 238,053 million (2016: 268,350 million) as of December 31, 2017.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Goodwill is allocated to the Group’s cash-generating unit which is identified by operating segments. As of December 31, 2017, goodwill allocated to each cash-generation unit is as follows:

 

(In millions of Korean won)

Cash generating Unit

   Amount  

Marketing/Customer

  

Telecom Wireless business1

   65,057  

Finance and Rental

  

BC Card Co., Ltd. 2

     41,234  

Others

  

PlayD Co., Ltd. (N search Marketing Co., Ltd) 3

     42,745  

Genie Music Corporation (KT Music Corporation) and others

     19,844  
  

 

 

 

Total

   168,880  
  

 

 

 

 

  1 The recoverable amounts of mobile business are calculated based on value-in use calculations. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 0.0% was applied for the cash flows expected to be incurred after five year. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate -2.46% based on past performance and its expectation of future market changes. In addition, management estimated the cash flow based on past performance and its expectation of market growth, and the discount rates 8.95% used reflected specific risks relating to the relevant CGUs. As a result of the impairment test, the Group concluded that the carrying amount of CGUs does not exceed the recoverable amount. Accordingly, the Group did not recognise the impairment loss on goodwill on mobile business for the years ended December 31, 2017 and 2016.
  2 The recoverable amounts of BC Card Co., Ltd. are calculated based on value-in use calculations. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 0.0% was applied for the cash flows expected to be incurred after five year. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate 0.11% based on past performance and its expectation of future market changes. In addition, management estimated the cash flow based on past performance and its expectation of market growth, and the discount rates 14.62% used reflected specific risks relating to the relevant CGUs. As a result of the impairment test, the Group concluded that the carrying amount of CGUs does not exceed the recoverable amount. Accordingly, the Group did not recognise the impairment loss on goodwill on BC Card Co., Ltd. for the years ended December 31, 2017 and 2016.
  3

The recoverable amounts of PlayD Co., Ltd. (N search Marketing Co., Ltd.) are calculated based on value-in use calculations. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 1.0% was applied for the cash flows expected to be incurred after five year. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate 4.27% based on past performance and its expectation of future market changes. In addition, management estimated the cash flow based on past performance and its expectation of market growth, and the discount rates 9.5% used reflected specific risks relating to the relevant CGUs. As a result of the impairment test, the Group

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  concluded that the carrying amount of CGUs does not exceed the recoverable amount. Accordingly, the Group did not recognise the impairment loss on goodwill on PlayD Co., Ltd. (N search Marketing Co., Ltd.) for the years ended December 31, 2017 and 2016.

As a result of the impairment test, the Group recognized the impairment losses of 78,200 million on entire balance of goodwill allocated to Satellite TV segment and 29,325 million on indefinite-lived intangible assets, and recognized the losses as operating expenses in the consolidated statement of profit or loss. It is resulted from intense competition between internets, IPTV, Cable TV service providers.

The recoverable amounts of Satellite TV segment are calculated based on value-in use calculations or fair value less costs to sell. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 0.0% was applied for the cash flows expected to be incurred after five year. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate (-0.77%) based on past performance and its expectation of future market changes. The Group determined cash flow projections based on past performance and its estimation of market growth. Specific risk of related operating segment is reflected in its 13.25% discount rate.

 

13. Investments in Associates and Joint Ventures

Details of associates as of December 31, 2017, are as follows:

 

     Percentage of ownership (%)     Location    Date of
financial
statements
 
     2016     2017             

Korea Information & Technology Fund

     33.3     33.3   Korea      31-Dec  

KT-SB Venture Investment1

     50.0     50.0   Korea      31-Dec  

Mongolian Telecommunications1

     40.0     —       Mongolia      31-Dec  

KT Wibro Infra Co., Ltd.

     26.2     —       Korea      31-Dec  

KT-IBKC Future Investment Fund 11

     50.0     50.0   Korea      31-Dec  

KT-CKP New Media Investment Fund

     49.7     49.7   Korea      31-Dec  

K Bank Inc.1

     —         10.0   Korea      31-Dec  

 

1 At the end of the reporting period, even though the Group (KT-SB Venture Investment Fund and KT-IBKC Future Investment Fund 1) has 50% ownership, the equity method of accounting has been applied as the Group, which is a limited partner of investment fund, cannot participate in determining the operating and financial policies. As of December 31, 2017, the entire shares of Mongolian Telecommunications is classified as assets held for sale, and KT Wibro Infra Co., Ltd. was liquidated during 2017. Also, 8% of non-voting convertible stock are excluded from percentage of ownership for K bank Inc.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Changes in investments in associates and joint ventures for the years ended December 31, 2016 and 2017, are as follows:

 

    2016  
(In millions of Korean won)   Beginning     Acquisition
(Disposal)
    Share of net profit
from associates and
joint ventures1
    Impairment     Others     Ending  

Korea Information & Technology Fund

  127,583     —       7,446     —       (60   134,969  

KT-SB Venture Investment

    4,861       —         (125     —         —         4,736  

Mongolian Telecommunications

    7,483       —         32       —         (1,271     6,244  

KT Wibro Infra Co., Ltd.

    69,328       —         —         (17,128     —         52,200  

KT-CKP New Media Investment Fund

    3,860       —         594       —         —         4,454  

Others

    56,914       29,052       (5,400     —         906       81,472  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  270,029     29,052     2,547     (17,128   (425   284,075  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    2017  
(In millions of Korean won)   Beginning     Acquisition
(Disposal)
    Share of net profit
from associates and
joint ventures1
    Impairment     Others     Ending  

Korea Information & Technology Fund

  134,969     —       4,275     —       290     139,534  

KT-SB Venture Investment

    4,736       (1,069     (725     —         —         2,942  

Mongolian Telecommunications

    6,244       —         (348     —         (5,896     —    

KT Wibro Infra Co., Ltd.

    52,200       (52,200     —         —         —         —    

KT-IBKC Future Investment Fund 1

    3,621       7,500       (296     —         —         10,825  

KT-CKP New Media Investment Fund

    4,454       (2,970     810       —         —         2,294  

K Bank Inc.

    —         26,543       (17,244     —         32,809       42,108  

Others

    77,851       3,178       (1,952     (3,662     6,313       81,728  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  284,075     (19,018   (15,480   (3,662   33,516     279,431  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1 KT investment Co., Ltd., a subsidiary of the Group, recognized its share in net profit from associates and joint ventures as operating revenue and expense. These include its share in gain from associates and joint ventures of 1,588 million (2016: 52 million) recognized as operating income during the period.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Summarized financial information of associates and joint ventures as of and for the years ended December 31, 2016 and 2017, is as follows:

 

(In millions of Korean won)    2016  
     Current
assets
    

Non-current

assets

     Current
liabilities
    

Non-current

liabilities

 

Korea Information & Technology Fund

   154,651      250,257      —        —    

KT-SB Venture Investment

     1,009        8,704        242        —    

Mongolian Telecommunications

     9,852        9,055        3,296        —    

KT Wibro Infra Co., Ltd.

     274,811        6        4,996        52  

KT-CKP New Media Investment Fund

     1,801        7,170        4        —    

 

(In millions of Korean won)    2016  
     Operating
revenue
     Profit (loss)
for the year
    Other
comprehensive
income
    Total
comprehensive
income
    Dividend
received from
associates
 

Korea Information & Technology Fund

   26,942      22,338     (9,425   12,913     3,201  

KT-SB Venture Investment

     2        (251     —         (251     —    

Mongolian Telecommunications

     10,336        81       3,178       3,259       —    

KT Wibro Infra Co., Ltd.

     391        5,025       —         5,025       —    

KT-CKP New Media Investment Fund

     1,684        1,195       —         1,195       —    

 

(In millions of Korean won)    2017  
     Current
assets
    

Non-current

assets

     Current
liabilities
    

Non-current

liabilities

 

Korea Information & Technology Fund

   144,874      273,727      —        —    

KT-SB Venture Investment

     120        5,770        6        —    

KT-IBKC Future Investment Fund 1

     5,499        16,302        152        —    

KT-CKP New Media Investment Fund

     287        4,333        —          —    

K Bank Inc.

     1,258,969        92,137        1,116,154        1,177  

 

(In millions of Korean won)   2017  
    Operating
revenue
    Profit (loss)
for the year
    Other
comprehensive
income
    Total
comprehensive
income
    Dividend
received from
associates
 

Korea Information & Technology Fund

  36,462     12,825     1,868     14,693     739  

KT-SB Venture Investment

    3       (1,449     —         (1,449     —    

KT-IBKC Future Investment Fund 1

    15       (593     —         (593     —    

KT-CKP New Media Investment Fund

    1,593       1,632       —         1,632       —    

K Bank Inc.

    20,926       (83,787     (746     (84,533     —    

 

F-55


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Details of a reconciliation of the summarized financial information to the carrying amount of interests in the associates and joint ventures as of and for the years end December 31, 2016 and 2017, are as follows:

 

     2016  
(In millions of Korean won)    Net assets      Percentage of
ownership
    Share in net
assets
     Intercompany
transaction
and others
    Carrying
amount
 

Korea Information & Technology Fund

   404,908        33.3   134,969      —       134,969  

KT-SB Venture Investment

     9,471        50.0     4,736        —         4,736  

Mongolian Telecommunications

     15,610        40.0     6,244        —         6,244  

KT Wibro Infra Co., Ltd.

     269,769        26.2     70,679        (18,479     52,200  

KT-CKP New Media Investment Fund

     8,967        49.7     4,454        —         4,454  

 

     2017  
(In millions of Korean won)    Net assets      Percentage of
ownership
    Share in net
assets
     Intercompany
transaction
and others
     Carrying
amount
 

Korea Information & Technology Fund

   418,601        33.3   139,534      —        139,534  

KT-SB Venture Investment

     5,884        50.0     2,942        —          2,942  

KT-IBKC Future Investment Fund 1

     21,649        50.0     10,825        —          10,825  

KT-CKP New Media Investment Fund

     4,620        49.7     2,294        —          2,294  

K Bank Inc.1

     233,775        10.0     42,108        —          42,108  

 

1 8% of non-voting convertible stock are excluded from percentage of ownership for K bank Inc

Due to discontinuance of equity method of accounting, the Group has not recognized loss from associates and joint ventures of 4,391 million for the year (2015: 601 million, 2016: 1,354 million,). The accumulated comprehensive loss of associates and joint ventures as of December 31, 2017, which was not recognized by the Group is 17,045 million (2015: 51,597 million, 2016: 18,096 million).

 

14. Trade and other payables

Details of trade and other payables as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    December 31, 2016      December 31, 2017  

Current liabilities

     

Trade payables

   1,235,955      1,399,287  

Other payables

     5,903,816        6,024,847  
  

 

 

    

 

 

 

Total

   7,139,771      7,424,134  
  

 

 

    

 

 

 

Non-current liabilities

     

Trade payables

   8,041      4,787  

Other payables

     1,180,270        996,582  
  

 

 

    

 

 

 

Total

   1,188,311      1,001,369  
  

 

 

    

 

 

 

 

F-56


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Details of other payables as of December 31, 2016 and 2017 are as follows:

 

(In millions of Korean won)    2016     2017  

Non-trade payables1

   4,803,642     4,773,223  

Accrued expenses

     1,061,002       1,011,089  

Operating deposits

     861,739       850,999  

Others

     357,703       386,118  

Less: non-current

     (1,180,270     (996,582
  

 

 

   

 

 

 

Current

   5,903,816     6,024,847  
  

 

 

   

 

 

 

 

1 Settlement payables of BC Card Co., Ltd. of 2,365,477 million related to credit card transactions included as of December 31, 2017 (2016: 2,095,989 million).

 

15. Borrowings

Details of borrowings as of December 31, 2016 and 2017, are as follows:

Debentures

 

(In millions of Korean won and thousands of foreign currencies)   2016     2017  
Type   Maturity     Annual interest
rates
 

Foreign

currency

   

Korean

won

   

Foreign

currency

   

Korean

won

 

MTNP notes1

    Sept. 07, 2034     6.50%     USD 100,000     120,850       USD 100,000     107,140  

MTNP notes

    Jan. 20, 2017     —       USD 350,000       422,975       —         —    

FR notes2

    Aug. 28, 2018     LIBOR(3M)+1.15%     USD 300,000       362,550       USD 300,000       321,420  

MTNP notes

    Apr. 22, 2017     —       USD 650,000       785,525       —         —    

MTNP notes

    Apr. 22, 2019     2.63%     USD 350,000       422,975       USD 350,000       374,990  

MTNP notes

    Jan. 29, 2018     0.86%     JPY 6,800,000       70,503       JPY 6,800,000       64,539  

MTNP notes

    Feb. 23, 2018     0.48%     JPY 15,000,000       155,522       JPY 15,000,000       142,367  

MTNP notes

    July 18, 2026     2.50%     USD 400,000       483,400       USD 400,000       428,560  

MTNP notes

    Aug 07, 2022     2.63%     —         —         USD 400,000       428,560  

The 173-2nd Public bond

    Aug. 06, 2018     6.62%     —         100,000       —         100,000  

The 177-3rd Public bond

    Feb. 09, 2017     —       —         170,000       —         —    

The 179th Public bond

    Mar. 29, 2018     4.47%     —         260,000       —         260,000  

The 180-2nd Public bond

    Apr. 26, 2021     4.71%     —         380,000       —         380,000  

The 181-2nd Public bond

    Aug. 26, 2018     3.99%     —         90,000       —         90,000  

The 181-3rd Public bond

    Aug. 26, 2021     4.09%     —         250,000       —         250,000  

The 182-2nd Public bond

    Oct. 28, 2021     4.31%     —         100,000       —         100,000  

The 183-2nd Public bond

    Dec. 22, 2021     4.09%     —         90,000       —         90,000  

The 183-3rd Public bond

    Dec. 22, 2031     4.27%     —         160,000       —         160,000  

The 184-1st Public bond

    Apr. 10, 2018     2.74%     —         120,000       —         120,000  

The 184-2nd Public bond

    Apr. 10, 2023     2.95%     —         190,000       —         190,000  

The 184-3rd Public bond

    Apr. 10, 2033     3.17%     —         100,000       —         100,000  

The 185-1st Public bond

    Sept. 16, 2018     3.46%     —         200,000       —         200,000  

The 185-2nd Public bond

    Sept. 16, 2020     3.65%     —         300,000       —         300,000  

The 186-1st Public bond

    June 26, 2017     —       —         120,000       —         —    

The 186-2nd Public bond

    June 26, 2019     3.08%     —         170,000       —         170,000  

The 186-3rd Public bond

    June 26, 2024     3.42%     —         110,000       —         110,000  

The 186-4th Public bond

    June 26, 2034     3.70%     —         100,000       —         100,000  

The 187-1st Public bond

    Sept. 02, 2017     —       —         110,000       —         —    

The 187-2nd Public bond

    Sept. 02, 2019     2.97%     —         220,000       —         220,000  

The 187-3rd Public bond

    Sept. 02, 2024     3.31%     —         170,000       —         170,000  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won and thousands of foreign currencies)   2016     2017  
Type   Maturity     Annual interest
rates
 

Foreign

currency

   

Korean

won

   

Foreign

currency

   

Korean

won

 

The 187-4th Public bond

    Sept. 02, 2034     3.55%     —         100,000       —         100,000  

The 188-1st Public bond

    Jan. 29, 2020     2.26%     —         160,000       —         160,000  

The 188-2nd Public bond

    Jan. 29, 2025     2.45%     —         240,000       —         240,000  

The 188-3rd Public bond

    Jan. 29, 2035     2.71%     —         50,000       —         50,000  

The 189-1st Public bond

    Jan. 27, 2019     1.76%     —         100,000       —         100,000  

The 189-2nd Public bond

    Jan. 27, 2021     1.95%     —         130,000       —         130,000  

The 189-3rd Public bond

    Jan. 27, 2026     2.20%     —         100,000       —         100,000  

The 189-4rd Public bond

    Jan. 27, 2036     2.35%     —         70,000       —         70,000  

The 17th unsecured bond

    Apr. 22, 2018     1.89%     —         60,000       —         60,000  
       

 

 

     

 

 

 
      7,344,300         5,987,576  

Less: Current portion

      (1,607,570       (1,357,776

Discount on bonds

      (20,852       (19,347
       

 

 

     

 

 

 

Total

    5,715,878       4,610,453  
   

 

 

     

 

 

 

 

1 As of December 31, 2017, the Controlling Company has outstanding notes in the amount of USD 100 million with fixed interest rates under Medium Term Note Program (“MTNP”) registered in the Singapore Stock Exchange, which allowed issuance of notes of up to USD 2,000 million. However, the MTN Program has been suspended since 2007.
2 Libor (3M) are approximately 1.695 % as of December 31, 2017.

Short-term borrowings

 

     (In millions of Korean won)        2016      2017  
Type    Financial institution    Annual interest rates     

Operational

   Shinhan Bank    2.99% ~ 4.41%   120,300      113,300  
   Standard Charted Bank    —       8,000        —    
   Korea Development Bank    3.97%     20,800        12,000  
   Indutrial Bank of Korea    —       1,000        —    
   SooHyup Bank    4.22%     3,000        3,000  
       

 

 

    

 

 

 
   Total   153,100      128,300  
    

 

 

    

 

 

 

Long-term borrowings

 

(In millions of Korean won and thousands of foreign currencies)   2016     2017  
Financial institution   Type   Annual interest rates  

Foreign

currency

   

Korean

won

   

Foreign

currency

   

Korean

won

 

Export-Import

Bank of Korea

  Inter-Korean Cooperation Fund1   1.50%     —       5,181       —       4,688  

Shinhan Bank

  General loans   2.50%     —         31,000       —         30,000  
 

Facility loans

  2.56%     —         6,493       —         6,000  
 

Vessel facility loans2

  LIBOR(3M)+0.706%     USD 21,000       25,379       USD 15,000       16,071  

KEB Hana Bank

  General loans   3.95%     —         3,000       —         3,000  

Standard Charted Bank

  General loans   3.16%     —         —         —         8,000  

Woori Bank

  General loans   —       —         13,000       —         —    

NongHyup Bank

  General loans   2.86%     —         —       —         8,000  
 

Facility loans

  2.00%       123       —         123  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won and thousands of foreign currencies)     2016     2017  
Financial institution   Type   Annual interest rates    

Foreign

currency

   

Korean

won

   

Foreign

currency

   

Korean

won

 

Korea Development Bank

  General loans     3.27%       —         30,000       —         30,000  

Kookmin Bank

  Facility loans     2.59%       —         7,000       —         2,333  

NH Investment & Security Co., Ltd.

  Commercial papers     3.17%       —         300,000       —         300,000  

Others

  Redeemable convertible preferred stock3     —         —         950       —         950  
 

Kookmin Bank and other2

    3.15%       USD 183,796       222,117       USD 166,108       177,968  
       

 

 

     

 

 

 
        644,243       587,133  
 

Less: Current portion

      (59,331     (87,398
       

 

 

     

 

 

 
 

Total

      584,912       499,735  
       

 

 

     

 

 

 

 

1 The Inter-Korean Cooperation Fund is repayable in installments over 13 years after a seven-year grace period.
2 LIBOR(3M) is approximately 1.695% as of December 31, 2017.
3 Skylife TV Co., Ltd., a subsidiary of the Group, issued 1,900,000 of redeemable convertible preferred stock with a par value per share of 500 in 2010.

Repayment schedule of the Group’s borrowings including the portion of current liabilities as of December 31, 2017, is as follows:

 

(in millions of Korean won)  
    Debentures     Borrowings     Total  
    In local
currency
    In foreign
currency
    Sub- total     In local
currency
    In foreign
currency
    Sub- total        

Jan 1, 2018 ~ Dec 31, 2018

  830,000     528,326     1,358,326     167,395     48,303     215,698     1,574,024  

Jan 1, 2019 ~ Dec 31, 2019

    490,000       374,990       864,990       343,465       48,303       391,768       1,256,758  

Jan 1, 2020 ~ Dec 31, 2020

    460,000       —         460,000       1,518       45,089       46,607       506,607  

Jan 1, 2021 ~ Dec 31, 2021

    950,000       —         950,000       1,518       41,875       43,393       993,393  

After 2022

    1,390,000       964,260       2,354,260     7,498       10,469       17,967       2,372,227  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  4,120,000     1,867,576     5,987,576     521,394      194,039     715,433     6,703,009  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

F-59


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Carrying amount and fair value of the Group’s debentures and borrowings as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016      2017  
Type   

Carrying

Amount

    

Fair

Value

    

Carrying

Amount

    

Fair

Value

 

Debentures

   7,323,448      7,387,085      5,968,229      6,022,551  

Long-term borrowings (Including current portion of long-term borrowings)

     644,243        644,010        587,133        587,475  

Short-term borrowings

     153,100        153,100        128,300        128,300  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   8,120,791      8,184,195      6,683,662      6,738,326  
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair values of debentures and long-term borrowings are calculated by discounting the expected future cash flows at weighted average borrowing rate. The weighted average borrowing rate is approximately 3.37% (2016: 3.38%) as of December 31, 2017. The carrying amount of borrowings of subsidiaries is the reasonable approximately amount of the fair value.

 

16. Provisions

Changes in provisions for the years ended December 31, 2016 and 2017, are as follows:

 

     2016  
(In millions of Korean won)    Litigation     Restoration cost     Others     Total  

Beginning balance

   17,524     91,827     85,921     195,272  

Increase (transfer)

     3,392       13,653       40,293       57,338  

Usage

     (640     (3,378     (37,378     (41,396

Reversal

     (1,238     (790     (12,007     (14,035
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   19,038     101,312     76,829     197,179  
  

 

 

   

 

 

   

 

 

   

 

 

 

Current

     18,988       2,334       75,163       96,485  

Non-current

     50       98,978       1,666       100,694  
     2017  
(In millions of Korean won)    Litigation     Restoration cost     Others     Total  

Beginning balance

   19,038     101,312     76,829     197,179  

Increase (Transfer)

     3,842       2,827       41,550       48,219  

Usage

     (1,740     (2,178     (22,382     (26,300

Reversal

     (2,834     (1,723     (11,467     (16,024

Change in scope of consolidation

     —         (22     (22     (44
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   18,306     100,216,     84,508     203,030  
  

 

 

   

 

 

   

 

 

   

 

 

 

Current

     17,238       1,766       59,168       78,172  

Non-current

     1,068       98,450       25,340       124,858  

 

17. Net Defined Benefit Liabilities

The amounts recognized in the statements of financial position are determined as follows:

 

(in millions of Korean won)    2016     2017  

Present value of defined benefit obligations

   1,713,184     1,911,166  

Fair value of plan assets

     (1,334,780     (1,519,779
  

 

 

   

 

 

 

Liabilities

   378,404     396,079  
  

 

 

   

 

 

 

Assets in the statement of financial position

   —       3,692  
  

 

 

   

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Changes in the defined benefit obligations for the years ended December 31, 2016 and 2017, are as follows:

 

(in millions of Korean won)    2016     2017  

Beginning

   1,601,974     1,713,184  

Current service cost

     205,114       210,336  

Interest expense

     37,378       38,994  

Benefit paid

     (127,581     (154,600

Changes due to settlements of plan

     (424     (61

Remeasurements:

    

Actuarial gains and losses arising from changes in demographic assumptions

     (53,407     3,353  

Actuarial gains and losses arising from changes in financial assumptions

     26,717       36,946  

Actuarial gains and losses arising from experience adjustments

     18,809       63,583  

Changes in scope of Consolidation

     4,604       (569
  

 

 

   

 

 

 

Ending

   1,713,184     1,911,166  
  

 

 

   

 

 

 

Changes in the fair value of plan assets for the years ended December 31, 2016 and 2017, are as follows:

 

(in millions of Korean won)    2016     2017  

Beginning

   1,077,891     1,334,780  

Interest income

     25,237       30,303  

Remeasurements:

    

Return on plan assets (excluding amounts included in interest income)

     (2,323     (5,557

Benefits paid

     (88,876     (130,510

Employer contributions

     322,851       290,895  

Changes in scope of consolidation

     —         (132
  

 

 

   

 

 

 

Ending

   1,334,780     1,519,779  
  

 

 

   

 

 

 

For the year ended December 31, 2018, reasonable estimation for expected employer contributions is 197,942 million.

Amounts recognized in the statement of profit or loss for the years ended December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015     2016     2017  

Current service cost

   200,994     205,114     210,336  

Net Interest cost

     16,793       12,141       8,691  

Past service cost

     —         424       (61

Transfer out

     (11,942     (8,737     (9,196

Transfer to discontinued operation

     (3,031     —         —    
  

 

 

   

 

 

   

 

 

 

Total expenses

   202,814     208,942     209,770  
  

 

 

   

 

 

   

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Principal actuarial assumptions used are as follows:

 

     2015.12.31     2016.12.31     2017.12.31  

Discount rate

     2.43     2.43     2.76

Future salary increase

     4.06     4.10     4.51

The sensitivity of the defined benefit obligations as of December 31, 2017, to changes in the principal assumptions is:

 

(in percentage, in millions of Korean won )    Effect on defined benefit obligation  
     Changes in
assumption
   Increase in
assumption
    Decrease in
assumption
 

Discount rate

   0.5% point    (62,000   76,560  

Salary growth rate

   0.5% point      71,273       (57,848

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.

The above sensitivity analyses are based on an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. The sensitivity of the defined benefit obligation to changes in principal actuarial assumptions is calculated using the projected unit credit method, the same method applied when calculating the defined benefit obligations recognized on the statement of financial position.

The Group actively monitors how the duration and the expected yield of the investments match the expected cash outflows arising from the pension obligations. Expected contributions to post-employment benefit plans for the year ending December 31, 2018, are 197,942 million.

The expected maturity analysis of undiscounted pension benefits as at December 31, 2017, is as follows:

 

(in millions of Korean won)   

Less than

1 year

     Between
1-2 years
     Between
2-5 years
     Over 5 years      Total  

Pension benefits

   142,963      179,612      627,302      3,763,601      4,713,478  

The weighted average duration of the defined benefit obligations is 7.6 years.

 

18. Defined Contribution Plan

Recognized expense related to the defined contribution plan for the year ended December 31, 2017, is 45,936 million (2015: 35,699 million, 2016: 46,023 million).

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

19. Commitments and Contingencies

As of December 31, 2017, major commitments with local financial institutions are as follows:

 

(In millions of Korean won and

foreign currencies in thousands)

   Financial institution    Currency      Limit      Used amount  

Bank overdraft

   Kookmin Bank and others      KRW        1,730,000        72  

Commercial papers

   NH Investment & Securities
Co., Ltd.
     KRW        370,000        300,000  

Collateralized loan on accounts receivable-trade

   NongHyup Bank and others      KRW        35,560        —    

Collateralized loan on electronic accounts receivable-trade

   Shinhan Bank and others      KRW        343,000        42,350  

Plus electronic notes payable

   Industrial Bank of Korea      KRW        50,000        140  

Loans for working capital

   Korea Development Bank
and others
     KRW        306,500        207,300  

Green energy factoring

   Shinhan Bank      KRW        16        16  

FX forward trading commitment

   Shinhan Bank      USD        11,500        —    

Facility loans

   Kookmin Bank and others      KRW        8,456        8,456  
        USD        212,000        166,108  

Facility loans on ships

   Shinhan Bank      USD        30,000        15,000  

Inter-Korean Cooperation Fund

   Export-Import Bank of Korea      KRW        37,700        4,688  

Total

        KRW        2,881,232        563,022  
        USD        253,500        181,108  

As of December 31, 2017, guarantees received from financial institutions are as follows:

 

(In millions of Korean won and

thousands of foreign currencies)

   Financial institution    Currency     Limit  

Performance guarantee

   Seoul Guarantee Insurance and others      KRW       116,787  
        USD       1,275  

Guarantee for import letters of credit

   Industrial Bank of Korea and others      USD       5,980  

Guarantee for payment in foreign currency

   KEB Hana and others      USD       54,072  
        PLN 1      23,000  

Guarantee for advances received

   Export-Import Bank of Korea      USD       7,414  

Comprehensive credit line

   KEB Hana Bank and others      KRW       55,000  

Bid guarantee

   KEB Hana Bank      USD       400  

Bid guarantee

   Korea Software Financial Cooperative      KRW       96,911  

Performance guarantee /Warranty Guarantee

        KRW       302,062  

Guarantee for advances received/others

   Korea Software Financial Cooperative
and others
     KRW       99,228  

Warranty guarantee

   Seoul Guarantee Insurance      KRW       2,962  

Guarantees for licensing

        KRW       4,077  

Guarantees for public sale

        KRW       50  

Guarantees for deposits

   Seoul Guarantee Insurance and others      KRW       4,203  

Total

        KRW       681,280  
        USD       69,141  
        PLN 1      23,000  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

1 Polish Zloty.

As of December 31, 2017, guarantees provided by the Group to a third party, are as follows:

 

(in millions of Korean won)    Subject to payment guarantees    Creditor    Limit      Used amount      Period  

KT Estate Inc.

  

Busan Gaya Centreville Buyers

   Shinhan
Bank
     48,536        8,309       

Nov 10, 2017

~Oct. 31, 2020

 

 

KT Estate Inc.

  

Daegu Beomeo -Crossroads SeohanIDaum Buyers

   Shinhan
Bank
     81,722        14,237       

Oct 29, 2017

~Nov. 30, 2020

 

 

KT Hitel Co., Ltd.

   KEB Hana Bank    Cash
payers
     384        —         

Apr 19, 2017

~ Apr 19, 2018

 

 

The Controlling Company is jointly and severally obligated with KT Sat Co., Ltd. to pay KT Sat Co., Ltd.’s liabilities prior to spin-off. As of December 31, 2017, the Controlling Company and KT Sat Co., Ltd. are jointly and severally liable for reimbursement of 4,328 million.

For the year ended December 31, 2017, the Group entered into agreements with GIGA LTE Thirty-first to Thirty-sixth Securitization Specialty Co., Ltd. and KT M Mobile 1st Securitization Specialty Co., Ltd. (2016: Olleh KT Twenty-fifth to Twenty-sixth Securitization Specialty Co., Ltd. and GIGA LTE Twenty-seventh to Thirtieth Securitization Specialty Co., Ltd.), and disposed its trade receivables related to handset sales. The Group also made asset management agreements with each securitization specialty company and will receive the related management fees.

As of December 31, 2017, the Group is a defendant in 187 lawsuits with an total claims of 112,639 million (2016: 77,461 million). As of December 31, 2017, litigation provisions of 18,306 million for various pending lawsuits and unasserted claims are recorded as liabilities for potential loss in the ordinary course of business. The final outcome of the case cannot be estimated as at the end of the reporting period.

On December 24, 2013, Asia Broadcast Satellite Holdings Ltd. (“ABS”) filed a request for arbitration with the International Centre for Dispute Resolution of the American Arbitration Association for the compensation of damages from the relocation of the ground equipment and the alleged breach of the entrustment control contract related to the satellite Koreasat-3, which was made and entered into with the Controlling Company and its subsidiary, KT Sat Co., Ltd. Subsequently on December 31, 2013, ABS filed another request for arbitration with the International Court of Arbitration of the International Chamber of Commerce (ICC) for the claim on the ownership of the satellite Koreasat-3 and compensation for the damages from the alleged breach of the sales contract entered into with the Controlling Company and its subsidiary, KT Sat Co., Ltd. These two cases were combined by the ICC to be treated as a single case for the arbitration. On July 18, 2017, the ICC issued a partial ruling in favor of ABS that ABS has the ownership right to the Koreasat-3 satellite. Following the ruling, on October 12, 2017, the Controlling Company and KT Sat Co., Ltd., as joint defendants to the arbitration, filed a lawsuit for cancellation of the arbitration ruling at the New York Court of Appeals in the United States. On March 9, 2018, the ICC made the final ruling in favor of ABS that the Controlling Company and KT Sat Co., Ltd. should compensate ABS for the damage of $748,564 and the accumulated interest of $287,673.15 for the period from December 1, 2013 to March 9, 2018, and the interest for delay at 9% per annum. As the final ruling by the ICC was based on the presumption that the partial ruling that the satellite belongs to ABS is valid, the Controlling Company and KT Sat Co., Ltd. are contemplating to file an additional appeal for the arbitration rulings at the New York Court of

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Appeals. At the end of the current reporting period, the final outcome of these claims cannot be reasonably estimated.

According to the financial and other covenants included in certain debentures and borrowings, the Group is required to maintain certain financial ratios such as debt-to-equity ratio, use the funds for the designated purpose and report to the creditors periodically. The covenant also contains restriction on provision of additional collateral and disposal of certain assets.

At the end of the reporting period, the Group is offering construction completion guarantee agreement to development of Nonsan Hwagidong apartment complex. If a contingent event occurs in between November 24, 2017 and to August 9, 2019, the Group collaterally guarantees the debt of AbleNS 1st Co. up to 9,000 million.

At the end of the reporting period, the Group participates in Algerie Sidi Abdela new town development consortium (percentage ownership: 2.5%) and has joint liability with other consortium participants.

At the end of the reporting period, contract amount of property, plant and equipment acquisition agreement made but not yet recognized as liabilities amounts to 622,059 million (2016: 489,753 million).

 

20. Lease

The Group’s non-cancellable lease arrangements are as follows:

The Group as the Lessee

Finance Lease

Details of finance lease assets as of December 31, 2016 and 2017, are as follows:

 

(in millions of Korean won)    2016     2017  

Acquisition costs

   298,631     325,975  

Less: Accumulated depreciation

     (105,013     (126,091
  

 

 

   

 

 

 

Net balance

   193,618     199,884  
  

 

 

   

 

 

 

As of December 31, 2017, the Group recognized financial lease assets as other property and equipment. The related depreciation amounted to 58,535 million (2016: 50,704 million) for the year ended December 31, 2017.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Details of future minimum lease payments As of December 31, 2016 and 2017, under finance lease contracts are summarized below:

 

(in millions of Korean won)    2016      2017  

Total amount of minimum lease payments

     

Within one year

   79,644      88,441  

From one year to five years

     131,813        132,113  

More than five years

     —          81  
  

 

 

    

 

 

 
     211,457        220,635  
  

 

 

    

 

 

 

Unrealized interest expense

     30,743        43,758  
  

 

 

    

 

 

 

Net amount of minimum lease payments

     

Within one year

     64,008        68,651  

From one year to five years

     116,706        108,146  

More than five years

     —          80  
  

 

 

    

 

 

 

Total

   180,714      176,877  
  

 

 

    

 

 

 

Operating Lease

Details of future minimum lease payments As of December 31, 2016 and 2017, under operating lease contracts are summarized below:

 

(in millions of Korean won)    2016      2017  

Within one year

   102,015      109,258  

From one year to five years

     270,462        266,434  

Thereafter

     16,549        1,635  
  

 

 

    

 

 

 

Total

   389,026      377,327  
  

 

 

    

 

 

 

Operating lease expenses incurred for the years ended December 31, 2015, 2016 and 2017, amounted to 111,776 million, 121,852 million and 126,250 million, respectively.

 

21. Share Capital

As of December 31, 2016 and 2017, the Group’s number of authorized shares is one billion.

 

     2016      2017  
    

Number of

outstanding
shares

    

Par value

per share

(Korean won)

    

Ordinary Shares

(in millions of

Korean won)

    

Number of

outstanding
shares

    

Par value

per share

(Korean won)

    

Ordinary Shares

(in millions of

Korean won)

 

Ordinary shares1

     261,111,808      5,000      1,564,499        261,111,808      5,000      1,564,499  

 

  1  The Group retired 51,787,959 treasury shares against retained earnings. Therefore, the ordinary shares amount differs from the amount resulting from multiplying the number of shares issued by 5,000 par value per share of ordinary shares.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

22. Retained Earnings

Details of retained earnings as of December 31, 2016 and 2017, are as follows:

 

(in millions of Korean won)    2016      2017  

Legal reserve1

   782,249      782,249  

Voluntary reserves2

     4,651,362        4,651,362  

Unappropriated retained earnings

     4,210,872        4,393,315  
  

 

 

    

 

 

 

Total

   9,644,483      9,826,926  
  

 

 

    

 

 

 

 

  1 The Commercial Code of the Republic of Korea requires the Group to appropriate, as a legal reserve, an amount equal to a minimum of 10% of cash dividends paid until such reserve equals 50% of its issued capital stock. The reserve is not available for the payment of cash dividends, but may be transferred to capital stock with the approval of the Group’s Board of Directors or used to reduce accumulated deficit, if any, with the ratification of the Group’s majority shareholders.
  2 The provision of research and development of human is separately accumulated with tax reserve fund during earned surplus disposal by Tax Reduction and Exemption Control Act of Korea. Reversal of this provision can be paid out as dividends according to related tax law.

 

23. Accumulated Other Comprehensive Income and Other Components of Equity

As of December 31, 2016 and 2017, the details of the Controlling Company’s accumulated other comprehensive income are as follows:

 

(in millions of Korean won)    2016     2017  

Changes in investments in associates and joint ventures

   (10,883   (735

Loss on derivatives valuation

     (34,309     (3,463

Gain of valuation on available-for-sale

     54,106       52,673  

Foreign currency translation adjustment

     (10,346     (17,490
  

 

 

   

 

 

 

Total

   (1,432   30,985  
  

 

 

   

 

 

 

Changes in accumulated other comprehensive income for the years ended December 31, 2016 and 2017, are as follows:

 

     2016  
(in millions of Korean won)    Beginning     Increase
/decrease
    Reclassified to
gain or loss
    Ending  

Changes in investments in associates and
joint ventures

   (10,312   (571   —       (10,883

Gain or loss on derivatives valuation

     (23,234     64,796       (75,871     (34,309

Gain or loss of valuation on available-for-sale

     52,415       5,204       (3,513     54,106  

Foreign currency translation adjustment

     (4,999     (5,347     —         (10,346
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   13,870     64,082     (79,384   (1,432
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

     2017  
(in millions of Korean won)    Beginning     Increase
/decrease
    Reclassified to
gain or loss
    Ending  

Changes in investments in associates and
joint ventures

   (10,883   10,148     —       (735

Gain or loss on derivatives valuation

     (34,309     (111,083     141,929       (3,463

Gain or loss of valuation on available-for-sale

     54,106       54,017       (55,450     52,673  

Foreign currency translation adjustment

     (10,346     (7,144     —         (17,490
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   (1,432   (54,062   86,479     30,985  
  

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2016 and 2017, the other components of equity are as follows:

 

(in millions of Korean won)    2016     2017  

Treasury stock1

   (859,789   (853,108

Loss on disposal of treasury stock2

     607       873  

Share-based payments

     5,762       6,483  

Others3

     (364,514     (359,550
  

 

 

   

 

 

 

Total

   (1,217,934   (1,205,302
  

 

 

   

 

 

 

 

  1 During the year ended December 31, 2017, the Group granted 125,412 treasury shares as share-based payment.
  2 The amount directly reflected in equity is 653 million (2016: 738 million) as of December 31, 2017.
  3 Profit or loss incurred from transactions with non-controlling interest and investment difference incurred from change in proportion of subsidiaries are included.

As of December 31, 2016 and 2017, the details of treasury stock are as follows:

 

     2016      2017  

Number of shares

     16,140,165        16,014,753  

Amounts (In millions of Korean won)

   859,789      853,108  

Treasury stock is expected to be used for the stock compensation for the Group’s directors and employees and other purposes.

 

24. Share-based Payments

Details of share-based payments as of December 31, 2017, are as follows:

 

     11th

Grant date

   July 27, 2017

Grantee

   CEO, inside directors, outside directors, executives

Vesting conditions

  

Service condition: 1 year

Non-market performance condition: achievement of performance

Fair value per option (in Korean won)

   34,400

Total compensation costs (in Korean won)

   6,483 million

Estimated exercise date (exercise date)

  

After July 27, 2018

Valuation method

   Fair value method

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Changes in the number of stock options and the weighted-average exercise price as of December 31, 2016 and 2017, are as follows:

 

     2016  
     Beginning      Granted      Expired      Forfeited      Exercised1      Ending      Number of
shares
exercisable
 

9th grant

   263,123      54,913      181,685      —        136,351      —        —    

10th grant

     —          318,506        —          —          —          318,506        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   263,123      373,419      181,685      —        136,351      318,506      —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

     2017  
     Beginning      Granted      Expired      Forfeited      Exercised1      Ending      Number of
shares
exercisable
 

10th grant

   318,506      —        193,094      —        125,412      —        —    

11th grant

     —          316,949        —          —          —          316,949        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   318,506      316,949      193,094      —        125,412      316,949      —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  1 The weighted average price of ordinary shares at the time of exercise during 2017 was 31,797 (2016: 31,750).

 

25. Operating Revenues

Operating revenues for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015      2016      2017  

Services provided

   19,455,693      19,935,865      19,898,725  

Sale of goods

     2,755,980        2,819,141        3,360,816  

Others

     488,183        365,872        287,388  
  

 

 

    

 

 

    

 

 

 

Total

   22,699,856      23,120,878      23,546,929  
  

 

 

    

 

 

    

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

26. Operating Expenses

Operating expenses for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015     2016      2017  

Salaries and wages

   3,303,484     3,477,596      3,568,456  

Depreciation

     2,756,131       2,762,773        2,745,969  

Amortization of intangible assets

     582,467       582,493        618,533  

Commissions

     1,036,852       1,099,429        1,085,865  

Interconnection charges

     689,293       690,285        640,612  

International interconnection fee

     231,060       216,633        214,058  

Purchase of inventories

     3,963,036       3,407,263        4,053,693  

Changes of inventories

     (198,028     162,323        (187,439

Sales commission

     1,856,595       1,968,035        2,201,778  

Service cost

     1,163,887       1,322,337        1,428,405  

Utilities

     319,303       323,406        323,313  

Taxes and dues

     256,958       255,480        279,574  

Rent

     469,950       455,457        448,772  

Insurance premium

     211,104       178,231        69,384  

Installation fee

     249,413       156,669        146,783  

Advertising expenses

     177,348       185,560        197,114  

Research and development expenses

     183,821       167,881        168,635  

Card service cost

     2,959,765       3,049,559        3,094,894  

Others

     1,410,349       1,319,688        1,379,438  
  

 

 

   

 

 

    

 

 

 

Total

   21,622,788     21,781,098      22,477,837  
  

 

 

   

 

 

    

 

 

 

Details of employee benefits for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015      2016      2017  

Short-term employee benefits

   3,055,699      3,206,904      3,297,944  

Post-employment benefits(Defined benefit plan)

     202,814        208,942        209,770  

Post-employment benefits(Defined contribution plan)

     35,699        46,023        45,936  

Post-employment benefits(Others)

     5,535        8,017        6,949  

Share-based payment

     3,737        7,710        7,660  
  

 

 

    

 

 

    

 

 

 

Total

   3,303,484      3,477,596      3,568,259  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

27. Financial Income and Costs

Details of financial income for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015      2016      2017  

Interest income

   70,035      115,686      93,078  

Gain on foreign currency transactions

     18,766        24,915        79,653  

Gain on foreign currency translation

     11,280        12,165        225,580  

Gain on settlement of derivatives

     368        8,515        —    

Gain on valuation of derivatives

     141,512        109,436        57  

Others

     30,899        25,422        7,960  
  

 

 

    

 

 

    

 

 

 

Total

   272,860      296,139      406,328  
  

 

 

    

 

 

    

 

 

 

Details of financial expenses for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015      2016      2017  

Interest expenses

   385,925      337,219      302,464  

Loss on foreign currency transactions

     42,831        37,936        40,303  

Loss on foreign currency translation

     175,613        121,949        12,239  

Loss on settlement of derivatives

     6,280        632        58,569  

Loss on valuation of derivatives

     1,733        138        209,582  

Loss on disposal of trade receivables

     2,539        15,838        20,355  

Impairment loss on available-for-sale financial assets

     1,805        966        9  

Others

     28,605        409        1,010  
  

 

 

    

 

 

    

 

 

 
   645,331      515,087      644,531  
  

 

 

    

 

 

    

 

 

 

 

28. Deferred Income Tax and Income Tax Expense

The analysis of deferred tax assets and deferred tax liabilities as of December 31, 2016 and 2017, is as follows:

 

(In millions of Korean won)    2016     2017  

Deferred tax assets

    

Deferred tax assets to be recovered within 12 months

   265,997     318,339  

Deferred tax assets to be recovered after
more than 12 months

     1,124,420       1,140,252  
  

 

 

   

 

 

 
   1,390,417     1,458,591  
  

 

 

   

 

 

 

Deferred tax liabilities

    

Deferred tax liability to be recovered within 12 months

     (48,033     (15,705

Deferred tax liability to be recovered after
more than 12 months

     (778,655     (859,126
  

 

 

   

 

 

 
     (826,688     (874,831
  

 

 

   

 

 

 

Deferred tax assets after offsetting

   701,409     712,222  
  

 

 

   

 

 

 

Deferred tax liabilities after offsetting

   137,680     128,462  
  

 

 

   

 

 

 

 

F-71


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

The gross movements on the deferred income tax account for the years ended December 31, 2016 and 2017, are calculated as follows:

 

(In millions of Korean won)    2016     2017  

Beginning

   715,747     563,729  

Charged(credited) to the statement of profit or loss

     (152,102     (1,771

Charged(credited) to other comprehensive income

     84       21,802  
  

 

 

   

 

 

 

Ending

   563,729     583,760  
  

 

 

   

 

 

 

The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

 

(In millions of Korean won)    2016  
     Beginning    

Statement of

operations

    Other
comprehensive
income
    Ending  

Deferred tax liabilities

        

Derivative instruments

   (19,155   (33,569   3,536     (49,188

Available-for-sale financial assets

     (29,430     (10     (2,262     (31,702

Investment in subsidiaries, associates and joint ventures

     (50,235     (666     155       (50,746

Depreciation

     (53,872     14,374       —         (39,498

Advanced depreciation provision

     (231,692     6,005       —         (225,687

Deposits for severance benefits

     (251,924     (55,806     —         (307,730

Accrued income

     (1,808     (216     —         (2,024

Reserve for technology and human resource development

     (1,216     469       —         (747

Others

     (135,802     16,436       —         (119,366
  

 

 

   

 

 

   

 

 

   

 

 

 
     (775,134     (52,983     1,429       (826,688
  

 

 

   

 

 

   

 

 

   

 

 

 

Deferred tax assets

        

Provisions for impairment on trade receivables

     136,743       (26,467     —         110,276  

Inventory valuation

     56       (8     —         48  

Contribution for construction

     19,618       (1,527     —         18,091  

Accrued expenses

     64,117       16,239       —         80,356  

Provisions

     20,353       (132     —         20,221  

Property, plant and equipment

     239,791       (6,876     —         232,915  

Retirement benefit obligations

     331,980       41,857       (1,345     372,492  

Withholding of facilities expenses

     7,360       (450     —         6,910  

Accrued payroll expenses

     21,634       4,281       —         25,915  

Deduction of installment receivables

     10,513       3,374       —         13,887  

Assets retirement obligation

     16,974       1,112       —         18,086  

Gain or loss foreign currency translation

     43,283       24,418       —         67,701  

Deferred revenue

     43,792       (17,679     —         26,113  

Real-estate sales

     2,980       871       —         3,851  

 

F-72


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2016  
     Beginning     

Statement of

operations

    Other
comprehensive
income
    Ending  

Tax credit carryforwards

     212,820        (13,221     —         199,599  

Accumulated deficit

     107,485        (107,485     —         —    

Others

     211,382        (17,426     —         193,956  
  

 

 

    

 

 

   

 

 

   

 

 

 
     1,490,881        (99,119     (1,345     1,390,417  
  

 

 

    

 

 

   

 

 

   

 

 

 

Net balance

   715,747      (152,102   84     563,729  
  

 

 

    

 

 

   

 

 

   

 

 

 

 

(In millions of Korean won)    2017  
     Beginning    

Statement
of

operations

    Other
comprehensive
income
    Ending  

Deferred tax liabilities

        

Derivative instruments

   (49,188   49,188     —       —    

Available-for-sale financial assets

     (31,702     (164     1,346       (30,520

Investment in subsidiaries, associates and joint ventures

     (50,746     (42,659     (3,245     (96,650

Depreciation

     (39,498     39,498       —         —    

Advanced depreciation provision

     (225,687     (22,905     —         (248,592

Deposits for severance benefits

     (307,730     (80,126     —         (387,856

Accrued income

     (2,024     (126     —         (2,150

Reserve for technology and human resource development

     (747     433       —         (314

Others

     (119,366     10,617       —         (108,749
  

 

 

   

 

 

   

 

 

   

 

 

 
     (826,688     (46,244     (1,899     (874,831
  

 

 

   

 

 

   

 

 

   

 

 

 

Deferred tax assets

        

Derivative instruments

     —         34,572       (9,848     24,724  

Provisions for impairment on trade receivables

     110,276       11,380       —         121,656  

Inventory valuation

     48       (48     —         —    

Contribution for construction

     18,091       180       —         18,271  

Accrued expenses

     80,356       10,683       —         91,039  

Provisions

     20,221       3,858       —         24,079  

Property, plant and equipment

     232,915       (841     —         232,074  

Retirement benefit obligations

     372,492       67,751       26,806       467,049  

Withholding of facilities expenses

     6,910       472       —         7,382  

Accrued payroll expenses

     25,915       (10,786     —         15,129  

Deduction of installment receivables

     13,887       (13,887     —         —    

Assets retirement obligation

     18,086       2,750       —         20,836  

Gain or loss foreign currency translation

     67,701       (67,558     —         143  

Deferred revenue

     26,113       221       —         26,334  

Real-estate sales

     3,851       4,847       —         8,698  

Tax credit carryforwards

     199,599       (48,823     —         150,776  

Deficit carried over

     —         2,699       —         2,699  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2017  
     Beginning     

Statement
of

operations

    Other
comprehensive
income
     Ending  

Others

     193,956        47,003       6,743        247,702  
  

 

 

    

 

 

   

 

 

    

 

 

 
     1,390,417        44,473       23,701        1,458,591  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net balance

   563,729      (1,771   21,802      583,760  
  

 

 

    

 

 

   

 

 

    

 

 

 

The tax impacts recognized directly to equity as of December 31, 2015, 2016 and 2017, are as follows:

 

    2015     2016     2017  

(In millions of

Korean won)

 

Before

recognition

    Tax
effect
    After
recognition
   

Before

recognition

    Tax
effect
    After
recognition
   

Before

recognition

    Tax
effect
    After
recognition
 

Available-for-sale valuation gain(loss)

  (47,515   11,499     (36,016   9,347     (2,262   7,085     (5,561   1,346     (4,215

Hedge instruments valuation gain(loss)

    18,406       (4,454     13,952       (14,611     3,536       (11,075     40,694       (9,848     30,846  

Remeasurements from net defined benefit liabilities

    (49,963     12,091       (37,872     5,558       (1,345     4,213       (110,768     26,806       (83,962

Shares of gain(loss) of associates and joint ventures

    (5,297     1,282       (4,015     (641     155       (486     13,410       (3,245     10,165  

Foreign currency translation adjustment

    (6,443     1,559       (4,884     (7,133     1,726       (5,407     (27,865     6,743       (21,122
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  (90,812   21,977     (68,835   (7,480   1,810     (5,670   (90,090   21,802     (68,288
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Details of income tax expense(benefit) for the years ended December 31, 2015, 2016 and 2017, are calculated as follows:

 

(In millions of Korean won)    2015     2016      2017  

Current income tax expense(benefit)

   (5,003   176,212      268,885  

Impact of change in deferred taxes

     232,134       152,102        1,771  
  

 

 

   

 

 

    

 

 

 

Income tax expense

   227,131     328,314      270,656  
  

 

 

   

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the entities as follows:

 

     2015     2016     2017  

Profit before income tax expense

   710,741     1,123,431     816,997  
  

 

 

   

 

 

   

 

 

 

Statutory income tax expense

   171,999     271,870     197,251  

Tax effect

      

Income not taxable for taxation purposes

     (21,881     (28,093     (19,268

Non-deductible expenses

     28,849       21,947       39,746  

Tax credit

     (9,660     (13,764     (27,211

Additional payment of income taxes

     997       (4,780     976  

Tax effect and adjustment on consolidation

      

Goodwill impairment

     23,185       31,847       20,475  

Eliminated dividend income form subsidiaries

     20,452       40,087       34,305  

Changes of out-side tax effect

     9,844       (567     17,990  

Others

     3,346       9,767       6,392  
  

 

 

   

 

 

   

 

 

 

Income tax expense

   227,131     328,314     270,656  
  

 

 

   

 

 

   

 

 

 

 

29. Earnings per Share

Basic earnings per share is calculated by dividing the profit from operations attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares purchased by the Group and held as treasury stock.

Basic earnings per share from operations for the years ended December 31, 2015, 2016 and 2017, is calculated as follows:

 

     2015      2016      2017  

Profit attributable to ordinary shares (In millions of Korean won)

   546,361      708,362      461,559  

Profit from continuing operations attributable to ordinary shares

     404,045        708,362        461,559  

Profit from discontinued operations attributable to ordinary shares

     142,316        —          —    

Weighted average number of ordinary shares outstanding (In number of shares)

     244,854,364        244,892,313        245,017,175  

Basic earnings per share (In Korean won)

     2,231        2,893        1,884  

Basic earnings per share from continuing operations

     1,650        2,893        1,884  

Basic earnings per share from discontinued operations

     581        —          —    

Diluted earnings per share from operations is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Controlling Company has dilutive potential ordinary shares from convertible preferred stocks, stock options and other share-based payments.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Diluted earnings per share from operations for the years ended December 31, 2015, 2016 and 2017 is calculated as follows:

 

     2015     2016     2017  

Profit attributable to ordinary shares (In millions of Korean won)

   546,361     708,362     461,559  

Adjusted net income attributable to ordinary shares (In millions of Korean won)

     (75     (67     —    

Diluted profit attributable to ordinary shares (In millions of Korean won)

     546,286       708,295       461,559  

Diluted profit from continuing operations attributable to ordinary shares

     403,970       708,295       461,559  

Diluted income from discontinued operations attributable to ordinary shares

     142,316       —         —    

Number of dilutive potential ordinary shares outstanding (In number of shares)

     1,104       84,245       79,880  

Weighted average number of ordinary shares outstanding (In number of shares)

     244,855,468       244,976,558       245,097,055  

Diluted earnings per share (In Korean won)

     2,231       2,891       1,883  

Diluted earnings per share from continuing operations

     1,650       2,891       1,883  

Diluted earnings per share from discontinued operations

     581       —         —    

 

30. Dividend

The dividends paid by the Group in 2017 and 2016 were 195,977 million (800 per share) and 122,425 million (500 per share), respectively. There were no dividends paid in 2015. A dividend in respect of the year ended December 31, 2017, of 1,000 per share, amounting to a total dividend of 245,097 million, was approved at the shareholders’ meeting on March 23, 2018.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

31. Cash Generated from Operations

Cash flows from operating activities for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015     2016     2017  

1. Profit for the year

   624,685     795,117     546,341  

2. Adjustments to reconcile net income

      

Income tax expense

     346,146       328,314       270,656  

Interest income

     (161,123     (130,066     (108,639

Interest expense

     445,814       337,219       302,464  

Dividends income

     (11,371     (3,926     (4,785

Depreciation

     3,030,821       2,821,779       2,802,531  

Amortization of intangible assets

     609,185       599,721       635,150  

Provision for severance benefits

     217,787       217,255       218,966  

Impairment losses on trade receivables

     161,448       92,711       45,704  

Share of net profit or loss of associates and joint ventures

     (5,562     (2,547     15,480  

Loss(gain) on disposal of associates and joint ventures

     (4,848     (1,450     979  

Impairment loss of associates and joint ventures

     —         17,128       3,662  

Gain on disposal of subsidiaries

     (256,230     —         —    

Loss on disposal of property, plant and equipment and investment in properties

     129,466       74,913       150,293  

Loss on disposal of intangible assets

     33,978       7,703       4,271  

Loss on impairment of intangible assets

     292,345       135,264       116,095  

Loss on foreign currency translation

     164,374       109,784       (213,341

Loss(gain) on valuation of derivatives

     (306,538     (117,181     268,094  

Impairment losses on available-for-sale financial assets

     1,805       966       9  

Gain on disposal of available-for-sale financial assets

     (131,041     (22,695     (89,598

Others

     24,140       64,863       (251,193

3. Changes in operating assets and liabilities

      

Decrease(increase) in trade receivables

     112,674       252,196       (303,340

Increase in other receivables

     (21,749     (770,893     (346,013

Decrease(increase) in other current assets

     (19,701     48,549       11,792  

Increase in other non-current assets

     (137,532     (51,765     (43,790

Decrease(increase) in inventories

     (270,343     167,873       (205,403

Increase(decrease) in trade payables

     81,295       (114,838     162,110  

Increase(decrease) in other payables

     (48,680     705,807       214,689  

Increase(decrease) in other current liabilities

     (9,452     37,798       288,553  

Increase in other non-current liabilities

     119,836       30,762       174,618  

Decrease in provisions

     (8,902     (12,583     (12,574

Decrease in deferred revenue

     (82,582     (69,179     (13,086

Increase in plan assets

     (223,194     (224,244     (203,420

Payment of severance benefits

     (117,691     (121,835     (118,391
  

 

 

   

 

 

   

 

 

 

4. Cash generated from operations (1+2+3)

   4,579,260     5,202,520       4,318,884  
  

 

 

   

 

 

   

 

 

 

 

F-77


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

The Group made agreements with securitization specialty companies and disposed of its trade receivables related to handset sales (Note 19). Cash flows from the disposals are presented in cash generated from operations.

Significant transactions not affecting cash flows for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2015     2016     2017  

Reclassification of the current portion of debentures

   1,551,300     1,617,175     1,416,066  

Reclassification of construction-in-progress to property, plant and equipment

     2,373,023       2,212,324       2,686,591  

Reclassification of accounts payable from property, plant and equipment

     78,663       91,407       225,601  

Reclassification of accounts payable from intangible assets

     (170,870     668,564       (227,108

Reclassification of payable from defined benefit liability

     1,675       5,746       36,209  

Reclassification of payable from plan assets

     13,717       (9,731     43,035  

 

32. Changes in Liabilities Arising from Financing Activities

Changes in liabilities arising from financial activities for the periods ended December 31, 2017, are as follows:

 

(in millions of Korean
won)
   2017  
   Beginning      Cash flows     Non-cash     Ending  
        Newly
acquired
     Exchange
difference
    Fair value
change
    Other
changes
       

Borrowing

   8,120,791      (1,163,917   —        (221,495   —       (51,717   6,683,662  

Financial lease liabilities

     180,714        (71,735     68,938        —         —         (1,039     176,878  

Derivative assets

     227,318        (71,370     —          (76,552     2,687       (74,694     7,389  

Derivative liabilities

     16,901        —         —          130,674       (28,015     (20,740     98,820  

Total

   8,545,724      (1,307,022   68,938      (167,373   (25,328   (148,190   6,966,749  

 

33. Segment Information

The Group’s operating segments are as follows:

 

Details

  

Business service

Marketing/Customer

   Mobile/fixed line telecommunication service and convergence business

Finance

   Credit card business

Satellite TV

  

Satellite broadcasting business

All other segments

   Information technology business, security business, global business and other businesses operated by subsidiaries

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Details of each segment for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

     2015  
(In millions of Korean won)   

Operating

revenues

   

Operating

income(loss)

   

Depreciation

and Amortization

 

Marketing/Customer

   16,130,454     816,679     2,897,876  

Finance

     3,512,721       281,477       25,466  

Satellite TV

     668,521       97,701       95,951  

All other segments

     6,115,520       (99,601     314,691  
  

 

 

   

 

 

   

 

 

 
     26,427,216       1,096,256       3,333,984  

Elimination

     (3,727,360     (19,188     4,614  
  

 

 

   

 

 

   

 

 

 

Consolidated amount

   22,699,856     1,077,068     3,338,598  
  

 

 

   

 

 

   

 

 

 

 

     2016  
(In millions of Korean won)   

Operating

revenues

   

Operating

income(loss)

   

Depreciation

and Amortization

 

Marketing/Customer

   16,144,415     1,050,053     2,870,161  

Finance

     3,577,549       208,566       28,868  

Satellite TV

     668,945       79,987       98,895  

All other segments

     6,308,203       40,047       339,429  
  

 

 

   

 

 

   

 

 

 
     26,699,112       1,378,653       3,337,353  

Elimination

     (3,578,234     (38,873     7,913  
  

 

 

   

 

 

   

 

 

 

Consolidated amount

   23,120,878     1,339,780     3,345,266  
  

 

 

   

 

 

   

 

 

 

 

     2017  
(In millions of Korean won)   

Operating

revenues

   

Operating

income

   

Depreciation

and Amortization

 

Marketing/Customer

   16,242,552     1,018,593     2,895,930  

Finance

     3,637,917       205,678       28,827  

Satellite TV

     685,822       75,373       99,216  

All other segments

     6,651,552       (187,090     332,153  
  

 

 

   

 

 

   

 

 

 
     27,217,843       1,112,554       3,356,126  

Elimination

     (3,670,914     (43,462     8,376  
  

 

 

   

 

 

   

 

 

 

Consolidated amount

   23,546,929     1,069,092     3,364,502  
  

 

 

   

 

 

   

 

 

 

Operating revenues for the year ended December 31, 2015, 2016 and 2017 and non-current assets as of December 31, 2016 and 2017 by geographical regions, are as follows:

 

(In millions of

Korean won)

  

Operating revenues

  

Non-current assets1

Location    2015    2016    2017    2016.12.31    2017.12.31

Domestic

   22,628,778    23,026,255    23,481,703    18,308,310    17,246,640

Overseas

   71,078    94,623    65,226    174,648    137,914
  

 

  

 

  

 

  

 

  

 

Total

   22,699,856    23,120,878    23,546,929    18,482,958    17,384,554
  

 

  

 

  

 

  

 

  

 

 

  1 Non-current assets include property, plant and equipment, intangible assets and investment properties.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

34. Related Party Transactions

The list of related party of the Group as of December 31, 2017, is as follows:

 

Relationship    Name of Entry

Associates and joint ventures

   Korea Information & Technology Investment Fund, K- Realty CR-REITs No.1, KT-SB Venture Investment Fund, Boston Global Film & Contents Fund L.P., QTT Global (Group) Company Limited, CU Industrial Development Co., Ltd., PHI Healthcare., KD Living, Inc., MOS GS Co., Ltd., MOS Daegu Co., Ltd., MOS Chungcheong Co., Ltd., MOS Gangnam Co., Ltd., MOS GB Co., Ltd., MOS BS Co., Ltd., MOS Honam Co., Ltd., Oscar Ent. Co., Ltd., KT-CKP New Media Investment Fund, LoginD Co., Ltd., K-REALTY CR-REIT 6, K Bank, Inc., NgeneBio, ISU-kth Contents Investment Fund, Daiwon Broadcasting Co., Ltd., KT-DSC creative economy youth start-up investment fund, Gyeonggi-KT Green Growth Fund, Korea electronic Vehicle charging service, PT. Mitra Transaksi Indonesia, K-REALTY RENTAL HOUSING REIT 2, KT-IBKC future investment fund 1, AI RESEARCH INSTITUTE, Gyeonggi-KT Yoojin Superman Fund, FUNDA Co., Ltd., FUNDA Co., Ltd., CHAMP IT Co.,Ltd., GE Premier 1st Corporate Restructuring Real Estate Investment Trust Company, Alliance Internet Corp.

Outstanding balances of receivables and payables in relations to transactions with related parties as of December 31, 2016 and 2017, are as follows:

 

         2016  
         Receivables     Payables  
(In millions of Korean won)   Trade
receivables
    Loans     Other
receivables
    Trade
payables
   

Other

payables

 

Associates and joint ventures

   KT Wibro Infra Co., Ltd.   —       —       —       —       43,394  
   K-Realty CR-REITs No.1     882       —         33,110       —         —    
   MOS GS Co., Ltd.     9       —         1       —         1,494  
   MOS Daegu Co., Ltd.     1       —         —         —         1,082  
   MOS Chungcheong Co., Ltd.     6       —         1       —         2,065  
   MOS Gangnam Co., Ltd.     6       —         1       —         1,129  
   MOS GB Co., Ltd.     19       —         5       —         2,167  
   MOS BS Co., Ltd.     34       —         1       —         1,114  
   MOS Honam Co., Ltd.     2       —         —         —         1,289  
   Others     481       —         179       3       1,266  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  

Total

  1,440     —       33,298     3     55,000  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

         2017  
         Receivables     Payables  
(In millions of Korean won)   Trade
receivables
    Loans     Other
receivables
    Trade
payables
   

Other

payables

 

Associates and joint ventures

   K-Realty CR-REITs No.1   778     —       33,800     —       —    
   MOS GS Co., Ltd.     17       —         —         —         392  
   MOS Daegu Co., Ltd.     1       —         —         —         1,388  
   MOS Chungcheong Co., Ltd.     1       —         290       —         1,827  
   MOS Gangnam Co., Ltd.     6       —         1       —         287  
   MOS GB Co., Ltd.     17       —         1       —         778  
   MOS BS Co., Ltd.     34       —         1       —         46  
   MOS Honam Co., Ltd.     2       —         1       —         384  
   K Bank, Inc.     1,338       —         7,994       —         296  
   NgeneBio     1       2,510       —         —         3  
   Others     54       —         1,281       —         2,135  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  

Total

  2,249     2,510     43,369     —       7,536  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Significant transactions with related parties for the years ended December 31, 2015, 2016 and 2017, are as follows:

 

          2015  
(In millions of Korean won)    Sales      Purchases2  

Associates and joint ventures

   KT Service Bukbu1    2,143      28,550  
   Information Technology Solution Nambu Corporation1      2,707        24,025  
   Information Technology Solution Seobu Corporation1      2,324        20,031  
   Information Technology Solution Busan Corporation1      1,496        14,049  
   KT Service Nambu1      1,972        21,133  
   Information Technology Solution Honam Corporation1      2,050        29,538  
   Information Technology Solution Daegu Corporation1      1,256        18,272  
   KT Wibro Infra Co., Ltd.      11        814  
   Smart Channel Co., Ltd.      6,545        4,722  
   K- Realty CR-REITs No.1      2,133        38,167  
   MOS GS Co., Ltd.      752        17,474  
   MOS Daegu Co., Ltd.      357        12,227  
   MOS Chungcheong Co., Ltd.      310        12,735  
   MOS Gangnam Co., Ltd.      454        15,829  
   MOS GB Co., Ltd.      964        21,582  
   MOS BS Co., Ltd.      453        15,482  
   MOS Honam Co., Ltd.      470        17,004  
   Others      4,394        13,510  
     

 

 

    

 

 

 
  

Total3

   30,791      325,144  
     

 

 

    

 

 

 

 

  1 The transactions for the year ended December 31, 2015, after KT Service Bukbu Co., Ltd. and KT Service Nambu Co., Ltd. were merged and included in the consolidation scope.
  2 The amount includes acquisition of property, plant and equipment, and others.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  3 Operating income amounting to 6,634 million of KT Capital Co., Ltd. and KT Rental that were classified as discontinued operations during the year ended December 31, 2015, is included.

 

          2016  
(In millions of Korean won)    Sales      Purchases2  

Associates and joint ventures

   KT Wibro Infra Co., Ltd.    11      391  
   Smart Channel Co., Ltd. 1      766        —    
   K- Realty CR-REITs No.1      1,989        37,469  
   MOS GS Co., Ltd.      663        17,361  
   MOS Daegu Co., Ltd.      291        12,220  
   MOS Chungcheong Co., Ltd.      408        13,469  
   MOS Gangnam Co., Ltd.      412        15,797  
   MOS GB Co., Ltd.      891        21,802  
   MOS BS Co., Ltd.      441        15,346  
   MOS Honam Co., Ltd.      418        14,389  
   Others      1,719        29,422  
     

 

 

    

 

 

 
  

Total

   8,009      177,666  
  

 

 

    

 

 

 

 

  1 The transactions for the year ended December 31, 2016, before Smart Channel Co., Ltd. was included in the consolidation scope.
  2 The amount includes acquisition of property, plant and equipment, and others.

 

          2017  
(In millions of Korean won)    Sales      Purchases1  

Associates and joint ventures

   K- Realty CR-REITs No.1    2,233      35,532  
   MOS GS Co., Ltd.      704        16,946  
   MOS Daegu Co., Ltd.      335        8,514  
   MOS Chungcheong Co., Ltd.      455        15,542  
   MOS Gangnam Co., Ltd.      484        16,380  
   MOS GB Co., Ltd.      987        21,651  
   MOS BS Co., Ltd.      460        15,957  
   MOS Honam Co., Ltd.      493        14,294  
   K Bank, Inc.3      29,939        59  
   NgeneBio2      43        —    
   Others      1,149        11,384  
     

 

 

    

 

 

 
  

Total

   37,282      156,259  
  

 

 

    

 

 

 

 

  1 The amount includes acquisition of property, plant and equipment and others.
  2 It is the amount after excluded from consolidation during the year.
  3 The sales amount consists of providing services of IT system construction to K Bank, Inc.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Key management compensation for the years ended December 31, 2015, 2016 and 2017, consists of:

 

(In millions of Korean won)    2015      2016      2017  

Salaries and other short-term benefits

   2,455      2,629      2,879  

Post-employment benefits

     413        381        311  

Stock-based compensation

     997        1,237        1,331  
  

 

 

    

 

 

    

 

 

 

Total

   3,865      4,247      4,521  
  

 

 

    

 

 

    

 

 

 

Fund transactions with related parties for the years ended December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016  
   Equity
contributions
in cash
     Dividend
income
 

Associates and joint ventures

     

KT-DSC creative economy youth start-up investment fund

   6,000      —    

PT. Mitra Transaksi Indonesia

     16,626        —    

K-REALTY RENTAL HOUSING REIT 2

     5,500        —    

AI RESEARCH INSTITUTE

     3,000        —    

KT-IBKC future investment fund 1

     3,750        —    

Gyeonggi-KT Yoojin Superman Fund

     1,000        —    

FUNDA Co., Ltd.

     2,799        —    

K-Realty CR-REITs No.1

     —          4,186  

Korea Information & Technology Investment Fund

     —          3,201  

Daiwon Broadcasting Co., Ltd.

     —          85  

Others

     —          82  
  

 

 

    

 

 

 

Total

   38,675      7,554  
  

 

 

    

 

 

 

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(In millions of Korean won)    2017  
   Equity
contributions
in cash
     Dividend
income
 

Associates and joint ventures

     

PT. Mitra Transaksi Indonesia

   5,194      —    

KT-IBKC future investment fund 1

     7,500        —    

CHAMP IT Co.,Ltd.

     750        —    

Korea Electronic Vehicle Charging Service

     864        —    

Gyeonggi-KT Yoojin Superman Fund

     1,000        —    

K-REALTY CR REIT 1

     —          5,392  

K Bank, Inc.

     26,543        —    

Korea Information & Technology Investment Fund

     —          739  

MOS GS Co., Ltd.

     —          12  

MOS Daegu Co., Ltd.

     —          12  

MOS Chungcheong Co., Ltd.

     —          12  

MOS Gangnam Co., Ltd.

     —          10  

MOS GB Co., Ltd.

     —          15  

MOS BS Co., Ltd.

     —          10  

MOS Honam Co., Ltd.

     —          10  
  

 

 

    

 

 

 

Total

   41,851      6,212  
  

 

 

    

 

 

 

 

35. Financial Risk Management

(1) Financial Risk Factors

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

The Group’s financial policy is set up in the long-term perspective and annually reported to the Board of Directors. The financial risk management is carried out by the Value Management Office, which identifies, evaluates and hedges financial risks. The treasury department in the Value Management Office considers various finance market conditions to estimate the effect from the market changes.

1) Market risk

The Group’s market risk management focuses on controlling the extent of exposure to the risk in order to minimize revenue volatility. Market risk is a risk that decreases value or profit of the Group’s portfolio due to changes in market interest rate, foreign exchange rate and other factors.

(i) Sensitivity analysis

Sensitivity analysis is performed for each type of market risk to which the Group is exposed. Reasonably possible changes in the relevant risk variable such as prevailing market interest rates,

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

currency rates, equity prices or commodity prices are estimated and if the rate of change in the underlying risk variable is stable, the Group does not alter the chosen reasonably possible change in the risk variable. The reasonably possible change does not include remote or ‘worst case’ scenarios or ‘stress tests’.

(ii) Foreign exchange risk

The Group is exposed to foreign exchange risk arising from operating, investing and financing activities. Foreign exchange risk is managed within the range of the possible effect on the Group’s cash flows. Foreign exchange risk unaffecting the Group’s cash flows is not hedged but can be hedged at a particular situation.

As of December 31, 2015, 2016 and 2017, if the foreign exchange rate had strengthened/weakened by 10% with all other variables held constant, the effects on profit before income tax and shareholders’ equity would have been as follows:

 

(In millions of Korean won)    Fluctuation of
foreign exchange
rate
    Income before tax     Shareholders’ equity  

2015.12.31

     10   (52,157   (45,632
     -10     52,157       45,632  

2016.12.31

     10     (28,134     (23,817
     -10     28,134       23,817  

2017.12.31

     10     (10,132     (7,273
     -10     10,132       7,273  

The above analysis is a simple sensitivity analysis which assumes that all the variables other than foreign exchange rates are held constant. Therefore, the analysis does not reflect any correlation between foreign exchange rates and other variables, nor the management’s decision to decrease the risk.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Details of financial assets and liabilities in foreign currencies as of December 31, 2015, 2016 and 2017, are as follows:

 

     2015      2016      2017  
(In thousands)    Financial
assets
    

Financial

liabilities

     Financial
assets
     Financial
liabilities
     Financial
assets
     Financial
liabilities
 

USD

     183,254        2,351,003        210,474        2,536,090        236,476        1,908,831  

SDR1

     444        849        311        737        306        738  

JPY

     73,716        40,279,411        80,555        21,802,051        28,267        21,801,443  

GBP

     8        888        1        151        —          74  

EUR

     29        29        40        2,571        186        3,625  

DZD2

     —          —          471        —          47        —    

CNY

     15,562        107        15,262        381        46,555        10  

UZS3

     —          —          39,531        —          136,787        —    

RWF4

     —          —          1,203        —          3,346        —    

IDR5

     —          —          15,646,011        53,142,167        14,886,393        710,162  

MMK6

     —          —          2,750        —          84        —    

TZS7

     —          —          29,987        —          317,348        —    

BWP8

     —          —          15        —          42        —    

HKD

     9        —          254        —          —          —    

BDT9

     6        —          69,473        —          38,074        —    

PLN10

     207,273        —          106,025        —          338        —    

VND11

     270,000        —          515,412        —          311,649        —    

CHF12

     —          —          —          —          —          12  

 

  1 Special Drawing Rights.
  2 Algeria Dinar.
  3 Uzbekistan Sum.
  4 Rwanda Franc.
  5 Indonesia Rupiah.
  6 Myanmar Kyat.
  7 Tanzanian Shilling.
  8 Botswana Pula.
  9 Bangladesh Taka.
  10 Polish Zloty.
  11 Vietnam Dong.
  12 Confoederatio Helvetia Franc.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

(iii) Price risk

As of December 31, 2015, 2016 and 2017, the Group is exposed to equity securities price risk because the securities held by the Group are traded in active markets. If the market prices had increased/decreased by 10% with all other variables held constant, the effects on profit before income tax and shareholders’ equity would have been as follows:

 

(In millions of Korean won)    Fluctuation of price   Income before tax      Equity  

2015.12.31

   10%   —        3,469  
   -10%     —          (3,469

2016.12.31

   10%   —        539  
   -10%     —          (539

2017.12.31

   10%   —        686  
   -10%     —          (686

The above analysis is based on the assumption that the equity index had increased/decreased by 10% with all other variables held constant and all the Group’s marketable equity instruments had moved according to the historical correlation with the index.

(iv) Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from liabilities in foreign currency such as foreign currency debentures. Debentures in foreign currency issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by swap transactions. Debentures and borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group sets the policy and operates to minimize the uncertainty of the changes in interest rates and financial costs.

As of December 31, 2015, 2016 and 2017, if the market interest rate had increased/decreased by 100bp with other variables held constant, the effects on profit before income tax and shareholders’ equity would be as follows:

 

(In millions of Korean won)   

Fluctuation of

interest rate

   Income before tax     Shareholders’
equity
 

2015.12.31

   + 100 bp    (3,601   (245
   - 100 bp      3,615       (5,764

2016.12.31

   + 100 bp    (3,456   (1,673
   - 100 bp      3,445       (5,025

2017.12.31

   + 100 bp    1,942     4,868  
   - 100 bp      (1,954     (5,198

The above analysis is a simple sensitivity analysis which assumes that all the variables other than market interest rates are held constant. Therefore, the analysis does not reflect any correlation between market interest rates and other variables, nor the management’s decision to decrease the risk.

2) Credit risk

Credit risk is managed on the Group basis with the purpose of minimizing financial loss. Credit risk arises from the normal transactions and investing activities, where clients or other party fails to discharge an obligation on contract conditions. To manage credit risk, the Group considers the counterparty’s credit based on the counterparty’s financial conditions, default history and other important factors.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as outstanding receivables. To minimize such risk, only the financial institutions with strong credit ratings are accepted.

As of December 31, 2016 and 2017, maximum exposure to credit risk is as follows.

 

(In millions of Korean won)    2016      2017  

Cash equivalents(except cash on hand)

   2,875,383      1,926,620  

Trade and other receivables

     6,036,363        6,643,115  

Other financial assets

     

Financial assets at fair value through profit or loss

     6,277        5,813  

Derivative used for hedging

     227,318        7,389  

Time deposits and others

     716,769        1,333,317  

Available-for-sale financial assets

     26,684        9,899  

Held-to-maturity financial assets

     30,143        151  

Financial guarantee contracts 1

     56,373        143,969  
  

 

 

    

 

 

 

Total

   9,975,310      10,070,273  
  

 

 

    

 

 

 

 

  1 Total amounts guaranteed by the Group according to the guarantee contracts.

3) Liquidity risk

The Group manages its liquidity risk by liquidity strategy and plans. The Group considers the maturity of financial assets and financial liabilities and the estimated cash flows from operations.

The table below analyzes the Group’s liabilities (including interest expenses) into relevant maturity groups based on the remaining period at the date of the end of each reporting period to the contractual maturity date. These amounts are contractual undiscounted cash flows.

 

     2016.12.31  
(In millions of Korean won)    Less than 1 year      1-5 years      More than 5
years
     Total  

Trade and other payables

   7,682,604      1,121,452      217,411      9,021,467  

Borrowings(including debentures)

     2,034,524        4,834,151        2,458,749        9,327,424  

Other non-derivative financial liabilities

     233        3,272        22,917        26,422  

Financial guarantee contracts1

     56,373        —          —          56,373  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   9,773,734      5,958,875      2,699,077      18,431,686  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     2017.12.31  
(In millions of Korean won)    Less than 1 year      1-5 years      More than 5
years
     Total  

Trade and other payables

   7,880,906      1,219,835      161,497      9,262,238  

Borrowings(including debentures)

     1,623,996        3,666,726        2,317,209        7,607,931  

Other non-derivative financial liabilities

     4,117        8,452        —          12,569  

Financial guarantee contracts1

     26,738        —          —          26,738  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   9,535,757      4,895,013      2,478,706      16,909,476  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  1 Total amount guaranteed by the Group according to guarantee contracts. Cash flow from financial guarantee contracts is classified as the maturity group in the earliest period when the financial guarantee contracts can be executed.

Cash outflow and inflow of derivatives settled gross or net are undiscounted contractual cash flow and can differ from the amount in the financial statements.

 

     2015.12.31  
(In millions of Korean won)    Less than 1 year      1-5 years      More than
5 years
     Total  

Outflow

   335,970      2,138,379      38,184      2,512,533  

Inflow

     276,066        2,284,219        46,194        2,606,479  

 

     2016.12.31  
(In millions of Korean won)    Less than 1 year      1-5 years      More than
5 years
     Total  

Outflow

   1,174,147      1,176,715      536,005      2,886,867  

Inflow

     1,302,112        1,306,199        588,559        3,196,870  

 

     2017.12.31  
(In millions of Korean won)    Less than 1 year      1-5 years      More than 5
years
     Total  

Outflow

   638,171      546,791      526,633      1,711,595  

Inflow

     608,270        568,976        509,558        1,686,804  

(2) Management of Capital Management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other shareholders and to maintain an optimal capital structure to reduce the cost of capital.

The Group’s capital structure consists of liabilities including borrowings, cash and cash equivalents, and shareholders’ equity. The treasury department monitors the Group’s capital structure and considers cost of capital and risks related each capital component.

The debt-to-equity ratios as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016     2017  

Total liabilities

   17,881,580     16,696,309  

Total equity

     12,782,718       13,049,130  

Debt-to-equity ratio

     140     128

The Group manages capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as ‘equity’ in the statement of financial position plus net debt.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

The gearing ratios as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won, %)    2016     2017  

Total borrowings

   8,301,505     6,860,539  

Less: cash and cash equivalents

     (2,900,311     (1,928,182
  

 

 

   

 

 

 

Net debt

     5,401,194       4,932,357  

Total equity

     12,782,718       13,049,130  

Total capital

     18,183,912       17,981,487  

Gearing ratio

     30     27

(3) Offsetting Financial Assets and Financial Liabilities

Details of the Group’s recognized financial assets subject to enforceable master netting arrangements or similar agreements are as follows:

 

(In millions of Korean won)    2016  
     Gross
assets
     Gross
liabilities
offset
    

Net amounts
presented in
the statement
of financial

position

     Amounts not offset      Net
amount
 
            Financial
instruments
    Cash
collateral
    

Derivative assets for hedging purpose1

   35,334      —        35,334      (5,707   —        29,627  

Trade receivables2

     95,865        —          95,865        (91,662     —          4,203  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 
   131,199      —        131,199      (97,369   —        33,830  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

 

(In millions of Korean won)    2017  
     Gross
assets
     Gross
liabilities
offset
   

Net amounts
presented in
the statement
of financial

position

     Amounts not offset      Net
amount
 
           Financial
instruments
    Cash
collateral
    

Derivative assets for hedging purpose1

   3,284      —       3,284      (3,284   —        —    

Trade receivables2

     85,755        (5,010     80,745        (73,109     —          7,636  

Other financial assets

     8,680        (436     8,244        (5,307     —          2,937  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   97,719      (5,446   92,273      (81,700   —        10,573  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

  1 The amount applied with master netting arrangements under the standard contract of International Swap and Derivatives Association (ISDA).
  2 The amount applied with netting arrangements under the reference offer of the telecommunication facility interconnection and sharing data among telecommunications companies.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

The Group’s recognized financial liabilities subject to enforceable master netting arrangements or similar agreements are as follows:

 

(In millions of Korean won)    2016  
     Gross
liabilities
    

Gross
assets

offset

   

Net amounts
presented in
the statement
of financial

position

     Amounts not offset      Net
amount
 
           Financial
instruments
    Cash
collateral
    

Derivative liabilities for hedging purpose 1

   20,627      —       20,627      (20,627   —        —    

Trade payables2

     90,435        —         90,435        (86,184     —          4,251  

Other payables2

     48        (4     44        —         —          44  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   111,110      (4   111,106      (106,811   —        4,295  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

(In millions of Korean won)    2017  
     Gross
liabilities
    

Gross
assets

offset

   

Net amounts
presented in
the statement
of financial

position

     Amounts not offset      Net
amount
 
           Financial
instruments
    Cash
collateral
    

Derivative liabilities for hedging purpose 1

   26,135      —       26,135      (3,284   —        22,851  

Trade payables2

     80,829        (5,217     75,612        (73,109     —          2,503  

Other financial liabilities

     5,549        (229     5,320        (5,307     —          13  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   112,513      (5,446   107,067      (81,700   —        25,367  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

  1 The amount applied with master netting arrangements under the standard contract of International Swap and Derivatives Association (ISDA).
  2 The amount applied with netting arrangements under the reference offer of the telecommunication facility interconnection and sharing data among telecommunications companies.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

36. Fair Value

 

  36.1 Fair Value of Financial Instruments by Category

Carrying amount and fair value of financial instruments by category as of December 31, 2016 and 2017, are as follows:

 

    

2016

  

2017

(In millions of Korean won)    Carrying
amount
   Fair value    Carrying
amount
   Fair value

Financial assets

           

Cash and cash equivalents1

   2,900,311    —      1,928,182    —  

Trade and other receivables1

   6,036,363    —      6,643,115    —  

Other financial assets

           

Financial instruments at fair value through profit or loss

   6,277    6,277    5,813    5,813

Derivative financial instruments for hedging purpose

   227,318    227,318    7,389    7,389

Time deposits and others1

   716,769    —      1,333,317    —  

Held-to-maturity

   30,143    30,143    151    151

Available-for-sale financial assets2

   299,001    299,001    319,402    319,402
  

 

  

 

  

 

  

 

   10,216,182    —      10,237,369    —  
  

 

  

 

  

 

  

 

Financial liabilities

           

Trade and other liabilities1

   8,328,082    —      8,425,503    —  

Borrowings

   8,120,791    8,184,195    6,683,662    6,738,326

Other financial liabilities

           

Financial instruments at fair value through profit or loss

   1,973    1,973    5,051    5,051

Derivative financial instruments for hedging purpose

   14,928    14,928    93,770    93,770

Other1

   91,763    —      87,670    —  
  

 

  

 

  

 

  

 

   16,557,537    —      15,295,656    —  
  

 

  

 

  

 

  

 

 

  1 The Group did not conduct fair value estimation since the book amount is a reasonable approximation of the fair value.
  2 Equity instruments that do not have a quoted price in an active market are measured at cost because their fair value cannot be measured reliably and excluded from the fair value disclosures.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  36.2 Financial Instruments Measured at Cost

Available-for-sale financial assets measured at cost as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016      2017  

K-Bank

   36,500      —    

IBK-AUCTUS Green Growth Private Equity Fund

     9,506        8,518  

WALDEN No.6 Fund

     4,710        4,670  

TRANSLINK No.2 Fund

     9,395        9,395  

Storm IV Fund

     7,550        8,453  

CBC II Fund

     8,601        7,298  

Others

     29,511        23,217  
  

 

 

    

 

 

 
   105,773      61,551  
  

 

 

    

 

 

 

The range of cash flow estimates is significant and the probabilities of the various estimates cannot be reasonably assessed and therefore, these instruments are measured at cost.

The Group does not have any plans to dispose of the above-mentioned equities instruments in the near future. These instruments will be measured at fair value when the Group can develop a reliable estimate of the fair value.

 

  36.3 Fair Value Hierarchy

Assets measured at fair value or for which the fair value is disclosed are categorized within the fair value hierarchy, and the defined levels are as follows:

 

    Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

 

    Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, prices) or indirectly (that is, derived from prices) (Level 2).

 

    Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Fair value hierarchy classifications of the financial assets and financial liabilities that are measured at fair value or its fair value is disclosed as of December 31, 2016 and 2017, are as follows:

 

     2016  
(In millions of Korean won)    Level 1      Level 2      Level 3      Total  

Recurring fair value measurements

           

Other financial assets

           

Financial assets at fair value through profit or loss

   —        —        6,277      6,277  

Derivative financial assets for hedging purpose

     —          227,318        —          227,318  

Available-for-sale financial assets

     5,387        5,725        287,889        299,001  
  

 

 

    

 

 

    

 

 

    

 

 

 
     5,387        233,043        294,166        532,596  
  

 

 

    

 

 

    

 

 

    

 

 

 

Disclosed fair value

           

Associates and joint ventures

     3,940        —          —          3,940  

Investment properties1

     —          —          1,962,779        1,962,779  
  

 

 

    

 

 

    

 

 

    

 

 

 
     3,940        —          1,962,779        1,966,719  
  

 

 

    

 

 

    

 

 

    

 

 

 
   9,327      233,043      2,256,945      2,499,315  
  

 

 

    

 

 

    

 

 

    

 

 

 

Recurring fair value measurements

           

Other financial liabilities

           

Financial liabilities at fair value through profit or loss

   —        —        1,973      1,973  

Derivative financial liabilities for hedging purpose

     —          14,928        —          14,928  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          14,928        1,973        16,901  
  

 

 

    

 

 

    

 

 

    

 

 

 

Disclosed fair value

           

Borrowings

     —          —          8,184,195        8,184,195  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          —          8,184,195        8,184,195  
  

 

 

    

 

 

    

 

 

    

 

 

 
   —        14,928      8,186,168      8,201,096  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

     2017  
(In millions of Korean won)    Level 1      Level 2      Level 3      Total  

Recurring fair value measurements

           

Other financial assets

           

Financial assets at fair value through profit or loss

   —        —        5,813      5,813  

Derivative financial assets for hedging purpose

     —          7,389        —          7,389  

Available-for-sale financial assets

     6,859        5,466        307,077        319,402  
  

 

 

    

 

 

    

 

 

    

 

 

 
     6,859        12,855        312,890        332,604  
  

 

 

    

 

 

    

 

 

    

 

 

 

Disclosed fair value

           

Investment properties1

     —          —          1,755,600        1,755,600  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          —          1,755,600        1,755,600  
  

 

 

    

 

 

    

 

 

    

 

 

 
   6,859      12,855      2,068,490      2,088,204  
  

 

 

    

 

 

    

 

 

    

 

 

 

Recurring fair value measurements

           

Other financial liabilities

           

Financial liabilities at fair value through profit or loss

   —        —        5,051      5,051  

Derivative financial liabilities for hedging purpose

     —          76,045        17,725        93,770  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          76,045        22,776        98,821  
  

 

 

    

 

 

    

 

 

    

 

 

 

Disclosed fair value

           

Borrowings

     —          —          6,738,326        6,738,326  
  

 

 

    

 

 

    

 

 

    

 

 

 
     —          —          6,738,326        6,738,326  
  

 

 

    

 

 

    

 

 

    

 

 

 
   —        76,045      6,761,102      6,837,147  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1 The highest and best use of a non-financial asset does not differ from its current use.

 

  36.4 Transfers Between Fair Value Hierarchy Levels of Recurring Fair Value Measurements

 

  (a) Details of transfers between Level 1 and Level 2 of the fair value hierarchy for the recurring fair value measurements are as follows:

There are no transfers between Level 1 and Level 2 of the fair value hierarchy for the recurring fair value measurements.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  (b) Details of changes in Level 3 of the fair value hierarchy for the recurring fair value measurements are as follows:

 

     2016  
(In millions of Korean won)   

Financial assets
at fair value
through

profit or loss

    Available-for-sale    

Other derivative

financial
liabilities

 

Beginning balance

   18     267,337     2,006  

Reclassification

     —         5,723       —    

Amount recognized in other comprehensive income

     —         15,099       —    

Purchases

     13,461       1,561       —    

Amount recognized in profit or loss

     (7,184     (426     (33

Sales

     (18     (1,405     —    
  

 

 

   

 

 

   

 

 

 

Ending balance

   6,277     287,889     1,973  
  

 

 

   

 

 

   

 

 

 

 

     2017  
(In millions of Korean won)    Financial assets at
fair value through
profit or loss
    Available-for-sale     Other derivative
financial liabilities
     Derivative financial
liabilities for
hedging purpose
 

Beginning balance

   6,277     287,889     1,973      —    

Reclassification

     —         (277     —          —    

Amount recognized in other comprehensive income

     —         58,450       —          (1,909

Purchases

     —         85,287       —          —    

Amount recognized in profit or loss

     (464     (113     3,078        19,634  

Sales

     —         (124,159     —          —    
  

 

 

   

 

 

   

 

 

    

 

 

 

Ending balance

   5,813     307,077     5,051      17,725  
  

 

 

   

 

 

   

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  36.5 Valuation Technique and the Inputs

Valuation techniques and inputs used in the recurring, non-recurring fair value measurements and disclosed fair values categorized within Level 2 and Level 3 of the fair value hierarchy as of December 31, 2016 and 2017, are as follows:

 

     2016  
(In millions of Korean won)    Fair value      Level      Valuation techniques  

Assets

        

Recurring fair value measurements

        

Other financial assets

        

Derivative financial assets for hedging purpose

   227,318        2        Discounted cash flow model  

Available-for-sale financial assets

     293,614        2,3        Discounted cash flow model  

Others

     6,277        3        Discounted cash flow model  

Disclosed fair value

        

Investment properties

     1,962,779        3        Discounted cash flow model  

Liabilities

        

Recurring fair value measurements

        

Other financial liabilities

        

Derivative financial liabilities for hedging purpose

     14,928        2        Discounted cash flow model  

Other derivative financial liabilities

     1,973        3       


Discounted cash flow model

Comparable Company
Analysis

 

 
 

Disclosed fair value

        

Borrowings

     8,184,195        3        Discounted cash flow model  

 

     2017
(In millions of Korean won)    Fair value      Level      Valuation techniques

Assets

        

Recurring fair value measurements

        

Other financial assets

        

Derivative financial assets for hedging purpose

   7,389        2      Discounted cash flow model

Available-for-sale financial assets

     312,543        2,3      Discounted cash flow model

Others

     5,813        3      Discounted cash flow model

Disclosed fair value

        

Investment properties

     1,755,600        3      Discounted cash flow model

Liabilities

        

Recurring fair value measurements

        

Other financial liabilities

        

Derivative financial liabilities for hedging purpose

     93,770        2,3      Hull-White Model,
         Discounted cash flow model

Other derivative financial liabilities

     5,051        3     

Discounted cash flow model

Comparable Company Analysis

Disclosed fair value

        

Borrowings

     6,738,326        3      Discounted cash flow model

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  36.6 Valuation Processes for Fair Value Measurements Categorized Within Level 3

The Group uses external experts that perform the fair value measurements required for financial reporting purposes. External experts report directly to the chief financial officer (CFO), and discusses valuation processes and results with the CFO in line with the Group’s reporting dates.

 

  36.7 Gains and losses on valuation at the transaction date

In the case that the Group values derivative financial instruments using inputs not based on observable market data, and the fair value calculated by the said valuation technique differs from the transaction price, then the fair value of the financial instruments is recognized as the transaction price. The difference between the fair value at initial recognition and the transaction price is deferred and amortized using a straight-line method by maturity of the financial instruments. However, in the case that inputs of the valuation techniques become observable in markets, the remaining deferred difference is immediately recognized in full in profit for the year.

In relation to this, details and changes of the total deferred difference for the years ended December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016      2017  
     Other derivative
financial assets
    Other derivative
financial liabilities
     Other derivative
financial assets
    Other derivative
financial liabilities
 

Beginning balance

   11,293     —        8,470     —    

New transactions

     —         —          —         7,126  

Disposal

     (2,823     —          (2,823     (594
  

 

 

   

 

 

    

 

 

   

 

 

 

Ending balance

   8,470     —        5,647     6,532  
  

 

 

   

 

 

    

 

 

   

 

 

 

 

37. Interests in Unconsolidated Structured Entities

Details of information about its interests in unconsolidated structured entities, which the Group does not have control over, including the nature, purpose and activities of the structured entity and how the structured entity is financed, are as follows:

 

Classes

of

entities

  

Nature, purpose, activities and others

Real estate finance

   A structured entity incorporated for the purpose of real estate development is provided with funds by investors’ investments in equity and borrowings from financial institutions (including long-term and short-term loans and issuance of ABCP due in three months), and based on these, the structured entity implements activities such as real estate acquisition, development and mortgage loans. The structured entity repays loan principals with funds incurred from instalment house sales after the completion of real estate development or with collection of the principal of mortgage loan. The remaining shares are distributed to investors. As of December 31, 2017, this entity is engaged in real estate finance structured entity, and generates revenues by receiving dividends from direct investments in or receiving interests on loans to the structured entity. Financial institutions, including the Entity, are provided with guarantees including joint guarantees or real estate collateral from investors and others.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Remarks

  

Nature, purpose, activities and others

   Consequently, the entity is a priority over other parties in the preservation of claim. However, when the credit rating of investors and others decreases or when the value of real estate decreases, the entity may be obliged to cover losses.

PEF and investment funds

   Minority investors including managing members contribute to PEF and investment funds incorporated for the purpose of providing funds to the small, medium, or venture entities, and the managing member implements activities such as investments in equity or loans based on the contributions. As of December 31, 2017, the entity is engaged in PEF and investment funds structured entity, and after contributing to PEF and investment funds, the entity receives dividends for operating revenues from these contributions. The entity is provided with underlying assets of PEF and investment funds as collateral. However, when the value of the underlying assets decreases, the entity may be obliged to cover losses.

M&A finance

   A structured entity incorporated for the purpose of supporting a certain group’s financial structure improvement or acquiring equity or convertible bonds is provided with funds by investors’ investments in equity and long-term or short-term borrowings from financial institutions, and based on these, the structured entity acquires shares held by the entity, which has plans to improve its financial structure, or to dispose convertible bonds and others. The structured entity repays loan principals with funds incurred from disposals of holding shares after a certain period. The remaining shares are distributed to investors. As of December 31, 2017, the entity is engaged in M&A finance structured entity, and receives interests. Financial institutions are provided with guarantees including joint guarantees or shares subject to M&A from investors and others. Consequently, the entity is a priority over other parties in the preservation of claim. However, when the credit rating of investors and others decreases or when the value of shares provided as collateral decreases, the Group may be obliged to cover losses.

Asset securitization

   The Group transfers accounts receivable for handset sales to its Special Purpose Company (“SPC”) for asset securitization. SPC issues the asset-backed securities with accounts receivable for handset sales as an underlying asset, and makes payment for the underlying asset acquired.

Other

   There are other structured entity types, which the entity is engaged in, such as shipping finance, SPAC and others. Interest income is realized from the entity’s loans to the relevant structured entity. When the credit rating of the shipping group decreases, or the value of vessels decreases, the entity may be obliged to cover losses. When SPAC is listed or merged after the entity invests in shares or convertible bonds issued by the relevant structured entity, revenues are realized from disposal of the shares of the convertible bonds. However, the entity may be obliged to cover losses when SPAC is liquidated if the SPAC is not listed or merged.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

Details of scale of unconsolidated structured entities and nature of the risks associated with an entity’s interests in unconsolidated structured entities as of December 31, 2016 and 2017, are as follows:

 

(In millions of Korean won)    2016  
   Real Estate Finance      PEF &Investment
Fund
     Asset-backed
Securitization
     Total  

Total assets of Unconsolidated Structured Entities

   1,075,471      3,759,246      2,841,886      7,676,603  

Assets recognized in statement of financial position

           

Other financial assets

   21,932      60,782      —        82,714  

Joint ventures and Associates

     10,086        165,638        —          175,724  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   32,018      226,420      —        258,438  
  

 

 

    

 

 

    

 

 

    

 

 

 

Maximum loss exposure1

           

Investment Assets

   32,018      226,420      —        258,438  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   32,018      226,420      —        258,438  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1 Maximum exposure to loss includes the investments recognized in the Group’s financial statements and the amounts which are probable to be determined when certain conditions are met by agreements including purchase agreements, credit granting and others.

 

(In millions of Korean won)    2017  
   Real Estate Finance      PEF &Investment
Fund
     Asset-backed
Securitization
     Total  

Total assets of Unconsolidated Structured Entities

   1,426,620      3,779,377      2,619,445      7,825,442  

Assets recognized in statement of financial position

           

Other financial assets

   21,800      52,666        —        74,466  

Joint ventures and Associates

     10,168        164,030        —          174,198  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   31,968      216,696      —        248,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

Maximum loss exposure1

           

Investment Assets

   31,968      216,696        —        248,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   31,968      216,696      —        248,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1 Maximum exposure to loss includes the investments recognized in the Group’s financial statements and the amounts which are probable to be determined when certain conditions are met by agreements including purchase agreements, credit granting and others.

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

38. Information About Non-controlling Interests

 

  38.1 Changes in Accumulated Non-controlling Interests

Profit or loss allocated to non-controlling interests and accumulated non-controlling interests of subsidiaries that are material to the Group for the years ended December 31, 2015, 2016 and 2017 are as follows:

 

(In millions of Korean won)   2015  
 

Non-

controlling
Interests
rate(%)

    Accumulated
non-controlling
interests at the
beginning of
the year
    Profit or loss
allocated to
non-controlling
interests
   

Dividend paid
to non-

controlling
interests

    Others     Accumulated
non-controlling
interests at the
end of the year
 

KT Skylife Co., Ltd.

    49.73   297,300     27,032     (8,325   873     316,880  

BC Card Co., Ltd.

    30.46     292,931       62,943       (22,650     (10,303     322,921  

KT Powertel Co., Ltd.

    55.15     70,231       (17,880     (1,118     (307     50,926  

KT Hitel Co.,Ltd.

    36.30     51,136       (608     —         161       50,689  

KT Telecop Co., Ltd.

    13.18     104,821       (1,000     —         (393     103,428  

 

(In millions of Korean won)   2016  
 

Non-

controlling
Interests
rate(%)

    Accumulated
non-controlling
interests at the
beginning of
the year
    Profit or loss
allocated to
non-controlling
interests
   

Dividend paid
to non-

controlling
interests

    Others     Accumulated
non-controlling
interests at the
end of the year
 

KT Skylife Co., Ltd.

    49.73   316,880     22,445     (8,279   (1,370   329,676  

BC Card Co., Ltd.

    30.46     322,921       47,068       (44,637     3,986       329,338  

KT Powertel Co., Ltd.

    55.15     50,926       112       —         713       51,751  

KT Hitel Co.,Ltd.

    35.27     50,689       1,274       —         (165     51,798  

KT Telecop Co., Ltd.

    13.18     103,428       19       —         85       103,532  

 

(In millions of Korean won)   2017  
 

Non-

controlling
Interests
rate(%)

    Accumulated
non-controlling
interests at the
beginning of
the year
    Profit or loss
allocated to
non-controlling
interests
   

Dividend paid
to non-

controlling
interests

    Others     Accumulated
non-controlling
interests at the
end of the year
 

KT Skylife Co., Ltd.

    49.73   329,676     9,395     (9,817   (952   328,302  

BC Card Co., Ltd.

    30.46     329,338       43,961       (29,490     (4,742     339,067  

KT Powertel Co., Ltd.

    55.15     51,751       1,165       —         137       53,053  

KT Hitel Co.,Ltd.

    32.87     51,798       870       —         478       53,146  

KT Telecop Co., Ltd.

    13.18     103,532       381       —         (445     103,468  

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

  38.2 Summarized Financial Information on Subsidiaries

The summarized financial information for each subsidiary with non-controlling interests that are material to the Group before inter-company eliminations is as follows:

Summarized consolidated statements of financial position as of December 31, 2015, 2016 and 2017, are as follows:

 

    2015  
(In millions of Korean won)   KT Skylife
Co., Ltd.
   

BC Card

Co., Ltd.

    KT Powertel
Co., Ltd.
    KT Hitel
Co., Ltd.
   

KT Telecop

Co., Ltd.

 

Non-controlling Interests rate(%)

    49.73     30.46     55.15     36.30     13.18

Current assets

  279,480     2,291,047     65,739     157,355     58,457  

Non-current assets

    431,814       672,905       47,776       78,402       210,734  

Current liabilities

    143,511       1,882,363       16,016       33,656       82,353  

Non-current liabilities

    74,339       63,271       5,166       282       52,613  

Equity

    493,444       1,018,318       92,333       201,819       134,225  

Accumulated non-controlling interests

    316,880       322,921       50,926       50,689       103,428  

Operating revenue

    668,521       3,504,946       104,527       162,155       302,844  

Profit or loss for the year

    72,987       218,969       (32,417     7,258       (7,593

Total comprehensive income

    73,147       188,360       (32,417     6,769       (7,593

The profit or loss allocated to non-controlling interests

    27,032       62,943       (17,880     (608     (1,000

Cash flows from operating activities

    157,762       128,927       (12,016     22,556       36,216  

Cash flows from investing activities

    (92,350     73,118       10,691       (19,949     (91,846

Cash flows from financing activities before dividend paid to non-controlling interests

    (35,984     (75,121     (2,015     —         (32,491

Dividend paid to non-controlling interests

    (8,325     (22,650     (1,118     —         —    

Net (decrease)/increase in cash and cash equivalents

    29,428       126,924       (3,340     2,607       (88,121

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

    2016  
(In millions of Korean won)   KT Skylife
Co., Ltd.
   

BC Card

Co., Ltd.

   

KT Powertel

Co., Ltd.

   

KT Hitel

Co., Ltd.

   

KT Telecop

Co., Ltd.

 

Non-controlling Interests rate(%)

    49.73     30.46     55.15     35.27     13.18

Current assets

  352,980     2,945,584     69,046     158,210     63,802  

Non-current assets

    424,968       705,480       44,679       90,992       201,751  

Current liabilities

    151,329       2,530,832       17,910       45,277       53,903  

Non-current liabilities

    80,123       71,571       1,989       1,664       78,441  

Equity

    546,496       1,048,661       93,826       202,261       133,209  

Accumulated non-controlling interests

    329,676       329,338       51,751       51,798       103,532  

Operating revenue

    668,945       3,567,512       81,390       198,994       315,948  

Profit or loss for the year

    68,863       163,131       202       4,298       143  

Total comprehensive income

    68,785       178,744       202       1,399       143  

The profit or loss allocated to non-controlling interests

    22,445       47,068       112       1,274       19  

Cash flows from operating activities

    155,399       92,818       7,271       28,987       60,461  

Cash flows from investing activities

    (210,480     (37,313     (8,191     (33,238     (45,243

Cash flows from financing activities before dividend paid to non-controlling interests

    (16,647     (147,306     —         —         —    

Dividend paid to non-controlling interests

    (8,279     (44,637     —         —         —    

Gain or loss foreign currency translation

    —         (178     —         3       —    

Net (decrease)/increase in cash and cash equivalents

    (71,728     (91,801     (920     (4,251     15,218  

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

    2017  
(In millions of Korean won)   KT Skylife
Co., Ltd.
   

BC Card

Co., Ltd.

   

KT Powertel

Co., Ltd.

   

KT Hitel

Co., Ltd.

   

KT Telecop

Co., Ltd.

 

Non-controlling Interests rate(%)

    49.73     30.46     55.15     32.87     13.18

Current assets

  324,632     3,225,262     73,527     150,368     73,023  

Non-current assets

    468,261       823,001       41,598       107,872       191,330  

Current liabilities

    185,995       2,868,669       18,450       49,922       90,569  

Non-current liabilities

    24,555       86,369       487       3,021       41,064  

Equity

    582,343       1,093,225       96,188       205,297       132,720  

Accumulated non-controlling interests

    328,302       339,067       53,053       53,146       103,468  

Operating revenue

    687,752       3,628,995       69,234       227,884       317,591  

Profit or loss for the year

    57,314       156,109       2,112       3,225       2,885  

Total comprehensive income

    55,586       141,719       2,362       3,036       (490

The profit or loss allocated to non-controlling interests

    9,395       43,961       1,165       870       381  

Cash flows from operating activities

    99,269       108,203       13,895       28,320       57,262  

Cash flows from investing activities

    (81,758     (568,518     (17,354     (36,086     (43,483

Cash flows from financing activities before dividend paid to non-controlling interests

    (19,739     (97,221     —         —         —    

Dividend paid to non-controlling interests

    (9,817     (29,490     —         —         —    

Gain or loss foreign currency translation

    —         (184     —         (47     —    

Net (decrease)/increase in cash and cash equivalents

    (2,228     (557,536     (3,459     (7,766     13,779  

 

  38.3 Transactions with Non-controlling Interests

The effect of changes in the ownership interest on the equity attributable to owners of the Group during 2015, 2016 and 2017 is summarized as follows:

 

(in millions of Korean won)    2015      2016      2017  

Carrying amount of non-controlling interests acquired

   —        4,022      (732

Consideration paid to non-controlling interests

     2,699        7,347        6,173  
  

 

 

    

 

 

    

 

 

 

Excess of consideration paid recognized in parent’s equity

   2,699      11,369      5,441  
  

 

 

    

 

 

    

 

 

 

 

39. Events after Reporting Period

Subsequent to the reporting period, public bonds issued are as follow:

 

     December 31, 2017  
(in millions of Korean won)    Issue date      Carrying amount      Interest rate     Redemption date  

The 190-1st Public bond

     2018.01.30        110,000        2.55     2021.01.29  

The 190-2nd Public bond

     2018.01.30        150,000        2.75     2023.01.30  

The 190-3rd Public bond

     2018.01.30        170,000        2.95     2028.01.30  

The 190-4th Public bond

     2018.01.30        70,000        2.93     2038.01.30  

 

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Notes to the Consolidated Financial Statements

December 31, 2015, 2016 and 2017

 

 

In accordance with a resolution of the board of directors on April 9, 2018, the Group decided to take over unmanned security business of SG Safety Corporation for the consideration of 28,000 million, with May 31, 2018 as the acquisition date. The Group has signed the acquisition contract on April 10, 2018.

 

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