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KT CORP — Regulatory Filings 2003
Sep 26, 2003
30640_ffr_2003-09-26_5fd68157-03c0-4f5b-a7bd-45155d1374ed.zip
Regulatory Filings
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6-K 1 d6k.htm FORM 6-K Form 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of September 2003
KT Corporation
206 Jungja-dong
Bundang-gu, Sungnam
Kyunggi-do
463-711
Korea
(Address of principal executive offices)
(indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F x Form 40-F ¨
(Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes ¨ No x
KT CORPORATION
Financial Statements
(Unaudited)
June 30, 2002 and 2003
(With Accountants Review Report Thereon)
Accountants Review Report
Based on a report originally issued in Korean
The Board of Directors and Stockholders
KT Corporation:
We have reviewed the accompanying balance sheet of KT Corporation (the Company) as of June 30, 2003, and the related statements of earnings for the three-month period ended June 30, 2003 and for the six-month periods ended June 30, 2002 and 2003 and cash flows for the three and six-month periods ended June 30, 2003. These financial statements are the responsibility of the Companys management. Our responsibility is to issue a report on these financial statements based on our review. The accompanying statement of earnings for the three-month period ended June 30, 2002, presented for comparative purposes, was not reviewed. We did not review the financial statements of (1) KT Freetel Co., Ltd. (KTF), a 40.3 and 44.7 percent owned subsidiary at June 30, 2002 and 2003, respectively, as of and for the six-month periods ended June 30, 2002 and 2003, and (2) KTICOM Co., Ltd. (KTICOM), a 46.6 percent and 87.3 percent owned (all indirectly owned by KTF) subsidiary at June 30, 2002 and March 5, 2003, respectively, as of June 30, 2002 and March 5, 2003 and for the six-month period ended June 30, 2002 and for the period from January 1, 2003 to March 5, 2003. Those financial statements were reviewed by other accountants whose reports have been furnished to us, and our report, insofar as it relates to the amounts included for KTF and KTICOM, is based solely on the reports of the other accountants.
We conducted our review in accordance with the Review Standards for Semiannual Financial Statements established by Securities and Futures Commission of the Republic of Korea. These Standards require that we plan and perform the review to obtain moderate assurance as to whether the financial statements are free of material misstatement. A review consists of inquiries of company personnel and analytical procedures applied to financial data and, thus, provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.
Based on our review and the reports of the other accountants, nothing has come to our attention that causes us to believe that the financial statements referred to above are not presented fairly, in all material respects, in accordance with the Financial Accounting Standards, as established by the Financial Supervisory Commission of the Republic of Korea.
The accompanying balance sheet as of December 31, 2002, and the related statements of earnings, appropriation of retained earnings and cash flows for the year then ended, which are not accompanying this report were audited by us and our report thereon, dated February 13, 2003, expressed an unqualified opinion. We did not audit the financial statements of (1) KT Freetel Co., Ltd. (KTF), a 40.3 percent owned subsidiary at December 31, 2002, as of and for the year ended December 31, 2002, (2) KT ICOM Co., Ltd. (KT ICOM), a 87.3 percent (all indirectly owned by KTF) owned subsidiary at December 31, 2002, as of December 31, 2002, and for the year ended December 31, 2002. Those financial statements were audited by other auditors whose reports have been furnished to us, and our opinion, insofar as it relates to the amounts included for KTF and KT ICOM, is based solely on the reports of the other auditors. The accompanying balance sheet of the Company as of December 31, 2002, presented for comparative purposes is not materially different from the audited balance sheet, except for the effects of applying the Statements of Korea Accounting Standards No. 6, Events Occurring after the Balance Sheet Date, and No. 8, Investments in Securities.
The accompanying financial statements as of and for the six-month period ended June 30, 2003 have been translated into United States dollars solely for the convenience of the reader and have been translated on the basis set forth in note 3 to the financial statements.
The following matters may be helpful to the readers in their understanding of the financial statements:
As discussed in note 2(a) to the financial statements, accounting principles and review standards and their application in practice vary among countries. The accompanying financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to review such financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying financial statements are for use by those knowledgeable about Korean accounting procedures and review standards and their application in practice.
As discussed in note 2(a) to the financial statements, effective on January 1, 2003, the Company adopted Statements of Korea Accounting Standards No. 2 through No. 9. In accordance with these standards, the cumulative effects on prior years were adjusted to the beginning balance of retained earnings. In addition, certain accounts of prior year financial statements were reclassified to conform to the current years presentation.
As discussed in note 10 to the financial statements, the Companys revenues earned from and expenses incurred as a result of transactions with its affiliates for the six-month period ended June 30, 2003 amounted to (Won)281,855 million and (Won)381,660 million, respectively, and accounts receivable from, accounts payable to affiliates and convertible notes of KTF as of June 30, 2003, aggregated (Won)45,135 million, (Won)172,225 million and (Won)321,673 million, respectively. In addition, as of June 30, 2003, the Company provided payment guarantees aggregating (Won)71,354 million for certain affiliates indebtedness and contract performance.
As discussed in note 23 to the financial statements, on January 6, 2003 and June 20, 2003, the Company retired respectively 15,454,659 shares of treasury stock obtained through an equity swap with SK Telecom Co., Ltd. and an additional 2,937,000 shares of treasury stock by a charge to retained earnings. Upon retirement of the treasury stock, the number of shares of the Companys common stock issued decreased from 309,077,659 to 290,686,000.
KPMG Samjong Accounting Corp.
Seoul, Korea
August 5, 2003
This report is effective as of August 5, 2003, the review report date. Certain subsequent events or circumstances, which may occur between the review report date and the time of reading this report, could have a material impact on the accompanying financial statements and notes thereto. Accordingly, the readers of the review report should understand that there is a possibility that the above review report may have to be revised to reflect the impact of such subsequent events or circumstances, if any.
KT CORPORATION
Balance Sheets
December 31, 2002 and June 30, 2003
(Unaudited)
(In millions of won and U.S. dollars)
| Assets | 2002 | 2003 | |||||
|---|---|---|---|---|---|---|---|
| Current assets: | |||||||
| Cash and cash equivalents (notes 4 and 19) | (Won) | 853,338 | 1,011,065 | $ | 845.4 | ||
| Short-term financial instruments (note 5) | 155,699 | 176,964 | 148.0 | ||||
| Current portion of investment securities (note 8): | |||||||
| Available-for-sale securities | 853,280 | 60,260 | 50.4 | ||||
| Held-to-maturity securities | 218 | 311 | 0.3 | ||||
| Notes and accounts receivable trade, less allowance for doubtful accounts of (Won)255,783 in 2002 and (Won)342,406 in 2003 | |||||||
| (notes 10 and 19) | 2,033,933 | 1,988,517 | 1,662.6 | ||||
| Accounts receivable other, less allowance for doubtful accounts of (Won)45,681 in 2002 and (Won)44,414 in 2003 (notes 10 | |||||||
| and 19) | 762,208 | 240,297 | 200.9 | ||||
| Inventories (note 6) | 80,423 | 66,788 | 55.8 | ||||
| Other current assets (notes 7 and 19) | 186,820 | 254,155 | 212.5 | ||||
| Total current assets | 4,925,919 | 3,798,357 | 3,175.9 | ||||
| Investment securities: | |||||||
| Available-for-sale securities (notes 8 and 10) | 572,702 | 545,087 | 455.8 | ||||
| Held-to-maturity securities (note 8) | 3,239 | 3,543 | 3.0 | ||||
| Equity securities of affiliates (note 9) | 2,795,681 | 3,063,846 | 2,561.7 | ||||
| Total investment securities | 3,371,622 | 3,612,476 | 3,020.5 | ||||
| Property, plant and equipment, at cost (note 11) | 33,864,223 | 33,593,498 | 28,088.2 | ||||
| Less accumulated depreciation | (22,054,326 | ) | (22,374,507 | ) | (18,707.8 | ) | |
| Net property, plant and equipment | 11,809,897 | 11,218,991 | 9,380.4 | ||||
| Other assets (notes 10, 12, 19 and 27) | 1,653,679 | 1,521,219 | 1,271.9 | ||||
| Total Assets | (Won) | 21,761,117 | 20,151,043 | $ | 16,848.7 |
See accompanying notes to financial statements.
KT CORPORATION
Balance Sheets, Continued
December 31, 2002 and June 30, 2003
(Unaudited)
(In millions of won and U.S. dollars, except share data)
| Liabilities and Stockholders Equity | 2002 | 2003 | |||||
|---|---|---|---|---|---|---|---|
| Current liabilities: | |||||||
| Notes and accounts payable trade (notes 10 and 19) | (Won) | 940,120 | 705,806 | $ | 590.1 | ||
| Short-term borrowings (notes 13 and 19) | 500,000 | | | ||||
| Current portion of long-term debt (notes 15 and 19) | 1,045,791 | 1,028,380 | 859.8 | ||||
| Accounts payable other | 799,305 | 509,034 | 425.6 | ||||
| Advance receipts | 109,968 | 80,580 | 67.4 | ||||
| Accrued expenses | 172,741 | 290,377 | 242.8 | ||||
| Withholdings | 61,264 | 87,212 | 72.9 | ||||
| Income taxes payable | 415,996 | 571,985 | 478.2 | ||||
| Other current liabilities (notes 14 and 15) | 143,489 | 155,288 | 129.9 | ||||
| Total current liabilities | 4,188,674 | 3,428,662 | 2,866.7 | ||||
| Long-term debt, excluding current portion (notes 15 and 19) | 7,562,490 | 7,448,748 | 6,228.1 | ||||
| Refundable deposits for telephone installation (notes 10 and 16) | 1,536,738 | 1,331,678 | 1,113.4 | ||||
| Retirement and severance benefits, net (note 17) | 334,792 | 429,666 | 359.3 | ||||
| Other long-term liabilities (note 18) | 147,848 | 133,926 | 112.0 | ||||
| Total liabilities | 13,770,542 | 12,772,680 | 10,679.5 | ||||
| Stockholders equity: | |||||||
| Common stock of (Won)5,000 par value (note 20) | |||||||
| Authorized 1,000,000,000 shares Issued 309,077,659 shares in 2002 and 290,686,000 shares in 2003 | 1,560,998 | 1,560,998 | 1,305.2 | ||||
| Capital surplus (note 21) | 1,440,258 | 1,440,258 | 1,204.2 | ||||
| Retained earnings: | |||||||
| Appropriated (note 22) | 6,442,265 | 8,025,853 | 6,710.6 | ||||
| Unappropriated | 1,916,476 | 438,720 | 366.8 | ||||
| Capital adjustments: | |||||||
| Unrealized gains (losses) on available-for-sale securities (note 8) | 742,806 | (79,219 | ) | (66.2 | ) | ||
| Unrealized gains on equity securities of affiliates (note 9) | 6,532 | 51,927 | 43.4 | ||||
| Stock options (note 29) | 103 | 3,032 | 2.5 | ||||
| Treasury stock (note 23) | (4,112,225 | ) | (4,056,575 | ) | (3,391.8 | ) | |
| Loss on retirement of treasury stock | (6,638 | ) | (6,631 | ) | (5.5 | ) | |
| Total stockholders equity | 7,990,575 | 7,378,363 | 6,169.2 | ||||
| Commitments and contingencies (note 24) | |||||||
| Total liabilities and stockholders equity | (Won) | 21,761,117 | 20,151,043 | $ | 16,848.7 |
See accompanying notes to financial statements.
KT CORPORATION
Statements of Earnings
For the three and six-month periods ended June 30, 2002 and 2003
(Unaudited)
(In millions of won and U.S. dollars, except earnings per share)
| 2002 | 2003 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| three-month period | six-month period | three-month period | six-month period | ||||||||
| Operating revenues (notes 10 and 25) | (Won) | 2,899,271 | 5,827,537 | 2,946,765 | 5,918,868 | $ | 4,948.9 | ||||
| Operating expenses (notes 10 and 26) | 2,439,039 | 4,587,675 | 2,335,569 | 4,582,994 | 3,831.9 | ||||||
| Operating income | 460,232 | 1,239,862 | 611,196 | 1,335,874 | 1,117.0 | ||||||
| Other income (expense) (note 10): | |||||||||||
| Interest income | 15,333 | 28,910 | 19,262 | 46,196 | 38.6 | ||||||
| Interest expense | (106,592 | ) | (200,491 | ) | (106,376 | ) | (221,300 | ) | (185.0 | ) | |
| Equity in losses of affiliates (note 9) | (29,788 | ) | (31,313 | ) | (28,501 | ) | (77,318 | ) | (64.7 | ) | |
| Dividend income | 250 | 6,644 | 250 | 15,131 | 12.7 | ||||||
| Foreign currency transactions gain, net | 98,349 | 95,984 | 49,072 | 5,563 | 4.7 | ||||||
| Loss on disposition of inventories, net | (3,080 | ) | (6,161 | ) | (193 | ) | (466 | ) | (0.4 | ) | |
| Loss on disposition of property, plant and equipment, net | (20,366 | ) | (25,985 | ) | (15,343 | ) | (29,204 | ) | (24.4 | ) | |
| Gain (loss) on disposition of available-for-sale securities, net (note 8) | 277,811 | 282,591 | (282 | ) | 774,959 | 648.0 | |||||
| Contributions received for losses on universal telecommunications services (note 32) | 21,100 | 34,964 | 39,467 | 66,346 | 55.5 | ||||||
| Donations and contribution payments (notes 24 and 31) | (39,872 | ) | (78,374 | ) | (46,483 | ) | (82,514 | ) | (69.0 | ) | |
| Other, net | (12,823 | ) | 11,789 | 29,435 | 54,987 | 45.9 | |||||
| 200,322 | 118,558 | (59,692 | ) | 552,380 | 461.9 | ||||||
| Earnings before income taxes | 660,554 | 1,358,420 | 551,504 | 1,888,254 | 1,578.9 | ||||||
| Income taxes (note 27) | 172,138 | 368,538 | 267,148 | 643,268 | 537.9 | ||||||
| Net earnings | (Won) | 488,416 | 989,882 | 284,356 | 1,244,986 | $ | 1,041.0 | ||||
| Basic earnings per share of common stock in won and U.S. dollars (note 28) | (Won) | 1,869 | 3,667 | 1,314 | 5,717 | $ | 4.8 | ||||
| Diluted earnings per share of common stock in won and U.S. dollars (note 28) | (Won) | 1,585 | 3,306 | 1,126 | 4,789 | $ | 4.0 |
See accompanying notes to financial statements.
KT CORPORATION
Statement of Cash Flows
For the three and six-month period ended June 30, 2003
(Unaudited)
(In millions of won and U.S. dollars)
| 2003 | |||||||
|---|---|---|---|---|---|---|---|
| three-month period | six-month period | ||||||
| Cash flows from operating activities: | |||||||
| Net earnings | (Won) | 284,356 | 1,244,986 | $ | 1,041.0 | ||
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||||
| Depreciation | 573,799 | 1,122,446 | 938.5 | ||||
| Amortization | 13,619 | 28,070 | 23.5 | ||||
| Provision for doubtful notes and accounts receivable trade | 60,583 | 109,053 | 91.2 | ||||
| Provision for retirement and severance benefits | 53,284 | 128,279 | 107.3 | ||||
| Loss on disposition of property, plant and equipment | 15,343 | 29,204 | 24.4 | ||||
| Loss on foreign currency transactions and translation, net | (60,400 | ) | (5,667 | ) | (4.7 | ) | |
| Loss (gain) on disposition of available-for-sale securities | 282 | (774,959 | ) | (648.0 | ) | ||
| Equity in losses of affiliates | 28,501 | 77,318 | 64.6 | ||||
| Payment of retirement and severance benefits | (17,021 | ) | (33,121 | ) | (27.7 | ) | |
| Deferred income tax expense | 93,507 | 68,353 | 57.2 | ||||
| Changes in assets and liabilities: | |||||||
| Increase in notes and accounts receivable trade | (16,033 | ) | (59,513 | ) | (49.8 | ) | |
| Increase in accounts receivable other | (42,204 | ) | (2,865 | ) | (2.4 | ) | |
| Increase in inventories | (39,966 | ) | (49,275 | ) | (41.2 | ) | |
| Decrease (increase) in prepaid expenses | 23,002 | (55,922 | ) | (46.8 | ) | ||
| Increase in other current assets | (893 | ) | (5,499 | ) | (4.6 | ) | |
| Decrease in notes and accounts payable trade | (23,434 | ) | (234,314 | ) | (195.9 | ) | |
| Decrease in accounts payable other | (14,445 | ) | (290,271 | ) | (242.7 | ) | |
| Increase in withholdings | 25,976 | 25,948 | 21.7 | ||||
| Increase (decrease) in advance receipts | 24,149 | (29,388 | ) | (24.6 | ) | ||
| Increase in accrued expenses | 8,471 | 117,636 | 98.4 | ||||
| Increase (decrease) in income taxes payable | (58,946 | ) | 155,990 | 130.4 | |||
| Increase in other current liabilities | 5,796 | 17,433 | 14.6 | ||||
| Decrease (increase) in severance benefits insurance deposit | 314 | (284 | ) | (0.3 | ) | ||
| Other, net | (14,948 | ) | (18,277 | ) | (15.3 | ) | |
| Net cash provided by operating activities | 922,692 | 1,565,361 | 1,308.8 |
See accompanying notes to financial statements.
KT CORPORATION
Statement of Cash Flows, Continued
For the three and six-month period ended June 30, 2003
(Unaudited)
(In millions of won and U.S. dollars)
| 2003 | 2003 six-month period (note 3) | ||||||
|---|---|---|---|---|---|---|---|
| three-month period | six-month period | ||||||
| Cash flows from investing activities: | |||||||
| Purchases of property, plant and equipment | (Won) | (368,085 | ) | (531,046 | ) | $ (444.0 | ) |
| Proceeds from sale of property, plant and equipment | 5,129 | 25,897 | 21.7 | ||||
| Decrease in accounts receivable other (note 10) | 1,072 | 526,879 | 440.5 | ||||
| Decrease in other assets | 26,073 | 53,208 | 44.5 | ||||
| Purchases of equity securities of affiliates | (201,635 | ) | (302,820 | ) | (253.2 | ) | |
| Purchases of available-for-sale securities | (32,834 | ) | (72,061 | ) | (60.2 | ) | |
| Purchase of short-term financial instruments | (21,265 | ) | (21,265 | ) | (17.8 | ) | |
| Proceeds from sale of available-for-sale securities | | 116,412 | 97.3 | ||||
| Net cash used in investing activities | (591,545 | ) | (204,796 | ) | (171.2 | ) | |
| Cash flows from financing activities: | |||||||
| Repayment of short-term borrowings | | (500,000 | ) | (418.1 | ) | ||
| Repayment of long-term debt | (340,866 | ) | (684,059 | ) | (571.9 | ) | |
| Proceeds from issuance of long-term debt | 422,900 | 541,580 | 452.8 | ||||
| Decrease in refundable deposits for telephone installation | (120,940 | ) | (205,060 | ) | (171.4 | ) | |
| Reacquisition of treasury stock | (138,069 | ) | (138,483 | ) | (115.8 | ) | |
| Payment of dividends | (213,387 | ) | (213,404 | ) | (178.4 | ) | |
| Other, net | (2,685 | ) | (3,412 | ) | (2.9 | ) | |
| Net cash used in financing activities | (393,047 | ) | (1,202,838 | ) | (1,005.7 | ) | |
| Net increase (decrease) in cash and cash equivalents | (61,900 | ) | 157,727 | 131.9 | |||
| Cash and cash equivalents at beginning of period | 1,072,965 | 853,338 | 713.5 | ||||
| Cash and cash equivalents at end of period | (Won) | 1,011,065 | 1,011,065 | $ 845.4 |
See accompanying notes to financial statements.
1
KT CORPORATION
Notes to Financial statements
June 30, 2002 and 2003
(Unaudited)
(1) The Company
KT Corporation (KT or the Company) commenced operation on January 1, 1982 through the segregation of specified operations from the Ministry of Information and Communication (the MIC) for the purpose of contributing to the convenience in national life and improvement of public welfare through rational management of the public telecommunications business and improvement of telecommunications technology under the Korea Telecom Act.
Upon the repeal of the Korea Telecom Act as of October 1, 1997, KT became a government invested institution regulated by the Korean Commercial Code and changed its name from Korea Telecom to Korea Telecom Corp. pursuant to an amendment to its Articles of Incorporation. Shares of KT were listed on the Korea Stock Exchange on December 23, 1998. KT issued additional shares of 24,282,195 on May 29, 1999 and issued American Depository Shares (ADS) representing these new shares and government owned shares. On July 2, 2001, additional ADS representing 55,502,161 government-owned shares were issued.
The Korean government has gradually reduced its ownership interest in the Company since 1993 and completed the disposition of all of its equity interest in the Company on May 24, 2002. On March 22, 2002, the Company changed its name from Korea Telecom Corp. to KT Corporation.
Under Korean law, the MIC and other Government entities have extensive authority to regulate KT. The MIC has responsibility for approving rates for local service and interconnection provided by KT. Beginning in January 1998, KT is allowed to set its own rates for domestic long-distance service, international long-distance service and other services without approval from the MIC.
In recent years, KT has been subjected to increasing competition as a result of the governments issuance of additional licenses to create competition in the telecommunications market and to foster new telecommunications business areas. Additionally, in June 1997, the MIC awarded a license to a second carrier to provide local telephone service. This new carrier commenced operations in 1999. A third carrier commenced international long-distance service in 1997 and domestic long-distance service in 1999. The entry of these new carriers into the local and long-distance telephone service markets has had, and is expected to continue to have, a material adverse effect on KTs telephone service revenues and profitability.
(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements
(a) Basis of Presenting Financial Statements
The Company maintains its accounting records in Korean won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea (Korean GAAP). Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these financial statements are intended for use only by those who are informed about Korean accounting principles and practices. The accompanying financial statements have been condensed, restructured and translated into English (with certain expanded descriptions) from the Korean language financial statements.
Certain information included in the Korean language financial statements, but not required for a fair presentation of the Companys financial position, results of operations or cash flows, is not presented in the accompanying financial statements.
2
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued
(a) Basis of Presenting Financial Statements , Continued
The accompanying financial statements include only the accounts of KT, and do not consolidate the accounts of any of KTs subsidiaries (see note 9). Instead, these entities are accounted for under the equity method of accounting.
In addition, effective January 1, 2003, the Company adopted Statements of Korea Accounting Standards No. 2 through No. 9. In accordance with these standards, a cumulative effect on prior years would be adjusted to the beginning balance of retained earnings. In addition, certain amounts in prior years financial statements were reclassified to conform to the current years presentation. These reclassifications did not result in any change to reported net earnings but, due to the adoption of Statement of Korea Accounting Standards No. 6, Events Occurring After the Balance Sheet Date, stockholders equity as of December 31, 2002 increased by (Won)212,887 million, the amount of dividends in the statements of appropriation of retained earnings for the year ended December 31, 2002.
(b) Cash Equivalents
The Company considers short-term financial instruments with maturities of three months or less at the acquisition date to be cash equivalents.
(c) Financial Instruments
Short-term financial instruments are instruments handled by financial institutions which are held for short-term cash management purposes or will mature within one year, including time deposits, installment savings deposits, restricted bank deposits.
(d) Allowance for Doubtful Accounts
The allowances for doubtful notes and accounts receivable are based on an analysis of portfolio quality and managements judgment.
(e) Inventories
Inventories are stated at the lower of cost or net realizable value. Cost is determined by the moving-average cost method, except for materials in transit for which cost is determined by the specific identification method. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated selling cost. When the net realizable value of inventory is less than the acquisition cost, the carrying amount is reduced to net realizable value.
(f) Investments in Securities
Effective January 1, 2003, the Company adopted Statement of Korea Accounting Standards No. 8, Investments in Securities. In accordance with this standard, certain debt and equity securities should be classified into one of the three categories of held-to-maturity, available-for-sale, or trading securities at the time of acquisition and such determination should be reassessed at each balance sheet date. Investments in debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity. Securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a short period of time) are classified as trading securities. Trading generally reflects active and frequent buying and selling, and trading securities are generally used to generate profit on short-term differences in price. Investments not classified as either held-to-maturity or trading securities are classified as available-for-sale securities.
3
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued
(f) Investments in Securities, Continued
Trading securities are carried at fair value, with unrealized holding gains and losses included in earnings. Available-for-sale securities are carried at fair value, with unrealized holding gains and losses reported as a capital adjustment. Investments in equity that do not have readily determinable fair values are stated at cost. Declines in value judged to be other-than-temporary on available-for-sale securities are charged to current results of operations. Realized gains and losses are determined using the specific identification method based on the trade date of a transaction. Investments in debt securities that are classified into held-to-maturity are reported at amortized cost at the balance sheet date and such amortization is included in interest income.
Marketable securities are at the quoted market prices as of the period end. Non-marketable debt securities are recorded at the fair values derived from the discounted cash flows by using an interest rate deemed to approximate the market interest rate. The market interest rate is determined by the issuers credit rate announced by the accredited credit rating agencies in Korea. Money market funds are recorded at the fair value determined by the investment management companies.
Trading securities are classified as current assets, whereas available-for-sale securities and held-to-maturity securities are classified as long-term investments. However, available-for-sale securities, whose maturity dates are due within one year from the balance sheet date or whose likelihood of being disposed of within one year from the balance sheet date is probable, are classified as current assets. Likewise, held-to-maturity securities whose maturity dates are due within one year from the balance sheet date are classified as current assets.
As allowed by this standard, certain amounts in the prior year financial statements were reclassified to conform to the current years presentation.
(g) Investment Securities under the Equity Method of Accounting
For investments in companies, whether or not publicly held, that are not controlled, but are under the Companys significant influence, the Company utilizes the equity method of accounting. Significant influence is generally deemed to exist if the Company can exercise significant influence over the operating and financial policies of an investee. The ability to exercise that influence may be indicated in several ways, such as the Companys representation on its board of directors, the Companys participation in its policy making processes, material transactions with the investee, interchange of managerial personnel, or technological dependency. Also, if the Company owns directly or indirectly 20% or more of the voting stock of an investee and the investee is not required to be consolidated, the Company generally presumes that the investee is under significant influence.
Under the equity method of accounting, the Companys initial investment is recorded at cost and is subsequently increased to reflect the Companys share of the investee income and reduced to reflect the Companys share of the investee losses or dividends received. Any excess in the Companys acquisition cost over the Companys share of the investees identifiable net assets is generally recorded as goodwill or other intangibles and amortized by the straight-line method over the estimated useful life. When events or circumstances indicate that carrying amount may not be recoverable, the Company reviews goodwill for impairment.
Under the equity method of accounting, the Company does not record its share of losses of an affiliate or subsidiary not consolidated when such losses would make the Companys investment in such entity less than zero unless the Company has guaranteed obligations of the investee or is otherwise committed to provide further financial support.
4
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued
(h) Property, Plant and Equipment
Property, plant and equipment are stated at cost. Significant additions or improvements extending useful lives of assets are capitalized. However, normal maintenance and repairs are charged to expense as incurred. Property, plant and equipment contributed by the Government on January 1, 1982 are stated at net revalued amounts.
Prior to January 1, 2003, the Company capitalized interest cost, discounts and other financial charges, including certain foreign exchange transaction gains and losses, on all borrowings, incurred prior to completion of the acquisitions, as part of the cost of assets. However, effective January 1, 2003, the Company adopted Statement of Korea Accounting Standards No. 7, Capitalization of Financing Costs. In accordance with this standard, the Company elected to no longer capitalize interest costs, discounts and other financial charges, including certain foreign exchange transaction gains and losses on all borrowings.
Depreciation is computed by the declining-balance method (except for buildings, structures, underground access to cable tunnels, and concrete and steel telephone poles that are depreciated using the straight-line method) based on the following estimated useful lives of the related units of property:
| Estimated useful lives (years) | |
|---|---|
| Buildings and structures | 5-60 |
| Machinery and equipment: | |
| Underground access to cable tunnels and concrete and steel telephone poles | 20-40 |
| Other | 3-15 |
| Ships | 5-12 |
| Vehicles | 3-10 |
| Tools, furniture and fixtures: | |
| Steel safe boxes | 20 |
| Other tools, furniture and fixtures | 2-8 |
(i) Long-Lived Assets
Long-lived assets generally consist of property, plant and equipment and other intangible assets. The Company reviews for the impairment of long-lived assets, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In addition, the Company evaluates its long-lived assets for impairment each year as part of its annual forecasting process. An impairment loss would be considered when estimated undiscounted future net cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
(j) Intangible Assets
Intangible assets, consisting of rights to exclusive usage and deferred development costs, are stated at cost less accumulated amortization. Amortization is computed by the straight-line method over periods which range from 3 to 50 years. The Company has monopolistic and exclusive rights to control buildings and facilities utilization and copyrights by contract or related laws. Accordingly, the Company amortizes those intangible assets over the period of 30 or 50 years based on contract or related laws.
5
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued
(j) Intangible Assets , Continued
The Company charges research and development costs to expense as incurred. However, the costs which are recoverable from future earnings are deferred and amortized over their estimated useful lives. In addition, the internal software development costs, after technological feasibility test, such as those associated with Broadband Integrated Services Digital Network (B-ISDN), Integrated Customer Information System (ICIS) and Enterprise Resource Planning (ERP), are accounted for as intangible assets and amortized by the straight-line method over their estimated economic useful lives from 3 to 6 years.
The Company incurred research and development costs of (Won)116,847 million and (Won)115,658 million, including deferred amounts of (Won)7,575 million and (Won)6,265 million, for the six-month periods ended June 30, 2002 and 2003, respectively.
(k) Valuation of Receivables and Payables at Present Value
Receivables and payables arising from long-term installment transactions and other similar transactions are stated at present value and the difference between the nominal value and present value is deducted directly from the nominal value of related receivables or payables and is amortized using the effective interest method over the installment or redemption period. The amount amortized is included in interest expense or interest income.
(l) Convertible Notes and Bonds with Warrants
Prior to January 1, 2003, the convertible notes entered into between KT and KTF during 2002 were treated as long-term investment securities and were reported at cost. However, effective January 1, 2003, since the Company adopted Statement of Korea Accounting Standards No. 9, Convertible Securities, the convertible notes are treated as available -for-sale securities and are reported at fair value. The Company recognizes interest income on convertible notes as determined using the effective interest method and unrealized holding gain and losses of the difference between fair value and book value as a component of stockholders equity.
The Company recognizes interest expense on convertible notes and bonds with warrants as determined using the effective interest method, and amortization of a redemption premium is recorded as long-term accrued interest expense.
(m) Retirement and Severance Benefits
Employees who have been with the Company for more than one year are entitled to lump sum payments based on current rates of pay and length of service when they leave the Company. The Companys estimated liability under the plan which would be payable if all employees left on the balance sheet date is accrued in the accompanying balance sheets. A portion of the liability is covered by an employees severance pay insurance where the employees have a vested interest in the deposit with the insurance company. The deposit for severance benefit insurance is, therefore, reflected in the accompanying balance sheets as a deduction from the liability for retirement and severance benefits.
(n) Customer C all B onus P rogram
The Company records an estimated liability for the marketing cost associated with providing free gifts under the customer call bonus program when call bonus points are earned. The liability is recorded in other long-term liabilities on the accompanying balance sheets. The liability is adjusted periodically based on points earned, points redeemed, and changes in estimated costs.
6
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued
(o) Contributions Received for Capital Expenditures
Contributions received for capital expenditures are reflected as a reduction of the acquisition cost of the acquired assets and, accordingly, reduce depreciation expense related to the acquired assets over their useful lives.
(p) Contingent Liabilities
Contingent losses are generally recognized as a liability when probable and reasonably estimable.
(q) Revenue Recognition
Operating revenues are recognized on a service-rendered basis. Revenues from public telephone cards are recognized when the cardholder places a call. Sales and cost of sales of Personal Communication Service (PCS) handsets are recognized when delivered to the customer.
Prior to April 15, 2001, the Company revised the telephone installation deposit system which allowed customers to choose between alternative plans for initiating basic telephone services. Under these alternatives, customers can elect to place a fully refundable deposit (which is reflected as a liability) or pay a reduced non-refundable service initiation fee (which is included in operating revenues). Prior to this change, all customers were required to place fully refundable deposits.
Effective April 15, 2001, the Company revised the telephone installation deposit system. Under the revised system, new customers are required to pay a non-refundable service initiation fee. The non-refundable service initiation fee is included in operating revenues.
Effective January 1, 2003, the Company adopted SKAS No. 4, Revenue Recognition, clarifying existing standards regarding revenue recognition. The Companys current policy for revenue recognition is not significantly different from the requirements of SKAS No. 4.
(r) Foreign Currency Translation
Monetary assets and liabilities denominated in foreign currencies are translated into Korean won at the balance sheet date. Unrealized foreign currency translation gains and losses on monetary assets and liabilities are included in current results of operations. As of December 31, 2002 and June 30, 2003, monetary assets and liabilities denominated in foreign currencies are translated into Korean won at (Won)1,200.4 to US$1 and (Won)1,193.1 to US$1, respectively, that are permitted by the Financial Accounting Standards. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into Korean won at the foreign exchange rate ruling at the date of the transaction.
Prior to January 1, 2003, the Company accounted for foreign exchange translation gains and losses on all borrowings, capitalizing financing costs, as part of the cost of assets. However, the Company adopted Statement of Korea Accounting Standards No. 7, Capitalization of Financing Costs, effective January 1, 2003. In accordance with this standard, all foreign exchange translation gains and losses are included in the results of operations.
Foreign currency assets and liabilities of foreign-based operations and companies accounted for using the equity method are translated at current rate of exchange at the balance sheet date while profit and loss items in the statement of earnings are translated at average rate and capital account at historical rate. The translation gains and losses arising from collective translation of the foreign currency financial statements of foreign-based operations are offset and the balance is accumulated as capital adjustment.
7
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued
(s) Derivatives
Derivative instruments are presented as assets or liabilities valued principally at the fair value of rights or obligations associated with the derivative contracts. The unrealized gain or loss from derivative transactions is recognized in current operations.
(t) Income Tax es
Income tax on the earnings or loss for the period comprises current and deferred tax. Income tax is recognized in the statement of earnings except to the extent that it relates to items recognized directly to equity, in which case it is recognized in equity.
Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realization or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantially enacted at the balance sheet date.
A deferred tax asset is recognized only to the extent that it is probable that future taxable earnings will be available against which the unused tax losses and credits can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
(u) Stock Options
The stock option program allows the Companys officers to acquire shares of the Company. The option exercise price is generally fixed at above the market price of underlying shares at the date of the grant. The Company values stock options based upon an option-pricing model (Black-Scholes model) under the fair value method and recognizes this value as an expense over the period in which the options vest. When the options are exercised, equity is increased by the amount of the proceeds received, and the difference between the exercise price and market price is included in compensation cost and credited to the capital adjustment account.
(v) Earnings Per Share
Basic earnings per common share are calculated by dividing net earnings available to common stock by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share are calculated by using the weighted-average number of shares of common stock outstanding adjusted to include the potentially dilutive effect of convertible notes.
(w) Use of Estimates
The preparation of financial statements in conformity with Korean GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(3) Basis of Translating Financial Statement
The financial statements are expressed in Korean won and, solely for the convenience of the reader, the financial statements as of and for the six-month period ended June 30, 2003, have been translated into United States dollars at the rate of (Won)1,196.0 to US$1, the noon buying rate in the City of New York for cable transfers in won as certified for customs purposes by the Federal Reserve Bank of New York at June 30, 2003. The translation should not be construed as a representation that any or all of the amounts shown could be converted into U.S. dollars at this or any other rate.
8
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(4) Cash and Cash Equivalents
Cash and cash equivalents as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Passbook accounts | (Won) | 11,173 | 49 |
| Cash in transit | 610,207 | 611,736 | |
| Time deposits | 231,958 | 399,280 | |
| (Won) | 853,338 | 1,011,065 |
(5) Restricted Deposits
There are certain amounts included in short-term financial instruments which are restricted in use for expenditures for certain business purposes as of December 31, 2002 and June 30, 2003 as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Short-term financial instruments | (Won) | 5,699 | 6,964 |
(6) Inventories
Inventories as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Construction and repair materials | (Won) | 50,485 | 32,872 |
| Merchandise | 29,938 | 33,916 | |
| (Won) | 80,423 | 66,788 |
(7) Other Current Assets
Other current assets as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Current portion of long-term loans to employees | (Won) | 153,255 | 151,969 |
| Prepaid expenses | 12,510 | 68,432 | |
| Prepayments | 15,711 | 16,703 | |
| Accrued interest income | 2,304 | 4,124 | |
| Refundable deposits | 2,321 | 3,805 | |
| Interest rate swap (note 24) | | 7,202 | |
| Short-term loans | 240 | 239 | |
| Other | 479 | 1,681 | |
| (Won) | 186,820 | 254,155 |
9
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(8) Investment in Securities
Investment in securities as of December 31, 2002 and June 30, 2003 are summarized as follows:
(a) Available-for-sale securities
(i) Equity securities
| Percentage of ownership(%) — 2002 | 2003 | Millions — 2002 | 2003 | ||
|---|---|---|---|---|---|
| Current assets: | |||||
| SK Telecom Co., Ltd. (SK Telecom) | 4.3 | | (Won) | 853,280 | |
| Investment assets: | |||||
| New Skies Satellites N.V. | 1.4 | 1.4 | (Won) | 9,245 | 12,202 |
| Intelsat, Ltd. | 0.7 | 0.7 | 6,222 | 6,222 | |
| Inmarsat Ventures plc. | 2.3 | 2.3 | 15,015 | 15,015 | |
| Danish Russian Japan Korean Telecommunication Group | 10.0 | 10.0 | 307 | 307 | |
| Real Telecom Corporation | 7.8 | 7.8 | 5,190 | 5,190 | |
| Polytech Adventure Town, Inc. | 6.7 | 6.7 | 200 | 200 | |
| Korea Software Financial Cooperative | 1.4 | 1.4 | 1,000 | 1,000 | |
| Korea Information Certificate Authority, Inc. | 9.4 | 9.4 | 2,000 | 2,000 | |
| K-3-I Co., Ltd. | 13.0 | 13.0 | 300 | 300 | |
| KT Internal Venture Fund NO. 1 | 89.3 | 89.3 | 3,303 | 3,303 | |
| Mirae Asset Securities Co., Ltd. | 4.4 | 4.4 | 5,000 | 5,000 | |
| Korea Telecom Venture Fund No. 1 | 70.0 | 70.0 | 14,000 | 14,000 | |
| Sky Life Contents fund | 22.5 | 22.5 | 4,500 | 4,500 | |
| ICO Global Communication (Holdings) Limited. | 0.1 | 0.1 | 617 | 617 | |
| Information and Communication Financial Cooperative | 0.1 | 0.1 | 16 | 16 | |
| Korea Information Technology Fund | 23.3 | 23.3 | 70,000 | 70,000 | |
| DAEGU FC | 1.0 | 1.0 | 300 | 300 | |
| Kookmin Credit Information Inc. | 13.0 | 13.0 | 1,202 | 1,202 | |
| (Won) | 138,417 | 141,374 |
Investments in equity securities above, except for New Skies Satellites N.V., that do not have readily determinable fair values are stated at cost.
The Company and SK Telecom agreed to an equity swap on December 20, 2002 under which each company sold all of the others equity shares it held of the other. According to the agreement, the Company exchanged 4,457,635 shares of SK Telecom for 15,454,659 shares of treasury stock plus cash of (Won)211,868 million on December 30, 2002. In addition, the Company exchanged 3,809,288 shares (4.50%) of SK Telecom for 14,353,674 shares (4.89%) of treasury stock plus cash of (Won)122,679 million on January 10, 2003 and the Company recognized a gain on disposition of available-for-sales securities in the amount of (Won)775,241 million for the six-month period ended June, 30, 2003.
(ii) Debt securities
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Current assets: | |||
| Monetary stabilization bonds | (Won) | | 20,400 |
| Commercial paper | | 39,860 | |
| (Won) | | 60,260 |
10
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(8) Investment in Securities, Continued
(a) Available-for-sale securities, Continued
(ii) Debt securities, Continued
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Investment assets: | |||
| Convertible notes of KTF | (Won) | 336,790 | 321,673 |
| Equity-linked securities | 97,495 | 72,042 | |
| Beneficiary certificates | | 9,998 | |
| (Won) | 434,285 | 403,713 |
The Company invested in convertible notes issued by KT Freetel Co., Ltd. (KTF) in 2002. The details are as follows:
| Issuance date: | November 29, 2002 |
|---|---|
| Issuance amount (millions): | (Won)336,200 |
| Nominal interest rate: | 1% per annum |
| Redemption premium: | 3% per annum |
| Maturity date: | November 28, 2005 |
| Conversion price: | (Won)37,200 per share |
| Conversion period: | On or after November 30, 2003 through November 27, 2005 |
| Total number of shares convertible into: | 9,037,634 shares |
On April 11, 2002, the Company purchased equity-linked securities from Citigroup Global markets Inc. (CGMI). The equity-linked securities have maturities of 2 and 2.5 years. The value of the equity-linked securities is linked to the weighted-average quoted price of 500,000 shares of SK Telecom stock, whereby the amount payable to the Company from CGMI will be adjusted based on the weighted-average quoted share price of SK Telecom. Generally, if the weighted-average quoted share price of the SK Telecom shares were to fall below (Won)150,930 and (Won)154,155 for the 2 year and 2.5 year notes, respectively, the amount payable to KT from CGMI would be zero and if the weighted-average quoted share price of SK Telecom shares were to exceed (Won)301,860 and (Won)308,310 for the 2 year and 2.5 year notes, respectively, then the amount payable to KT from CGMI would be the full value of 500,000 SK Telecom shares based on the weighted-average quoted share price of SK Telecom. In addition, if the weighted-average quoted share price were to fall between the prescribed ceiling and floor amounts, then the amount payable to KT by CGMI would be two times the weighted average quoted share price of SK Telecom shares less (Won)301,860 and (Won)308,310 for the 2 year and 2.5 year notes, respectively, calculated based on 500,000 SKT shares.
The Companys investments in the equity-linked securities are recorded at fair value and unrealized holding gains and losses are recorded as a separate component of stockholders equity. As of June 30, 2003, SK Telecom shares were quoted at (Won)204,000 per share, resulting in an unrealized loss of (Won)60,552 million.
11
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(8) Investment in Securities, Continued
(b) Available-for-sale securities, Continued
(iii) Changes in unrealized holding gains (losses)
Changes in unrealized gains (losses) on available-for-sale securities for the six-month period ended June 30, 2003 are summarized as follows:
| Beginning balance | Millions — (Won) | 742,806 | |
|---|---|---|---|
| Realized gains on disposition of securities | (781,407 | ) | |
| Changes in unrealized gains, net | (40,618 | ) | |
| Net balance at end of period | (Won) | (79,219 | ) |
(c) Held-to-maturity securities
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Current assets: | |||
| Government and municipal bonds | (Won) | 218 | 311 |
| Long-term assets: | |||
| Government and municipal bonds | (Won) | 3,239 | 3,543 |
(9) Investment in Equity Securities of Affiliated Companies
Investments in affiliated companies accounted for using the equity method as of December 31, 2002 and June 30, 2003, are summarized as follows:
| Percentage of ownership (%) — 2002 | 2003 | Millions — 2002 | 2003 | ||
|---|---|---|---|---|---|
| KT Infotech Corporation | 15.6 | 15.6 | (Won) | 4,105 | 4,324 |
| Korea Telephone Directory Co., Ltd. | 34.0 | 34.0 | 8,383 | 6,087 | |
| KT Powertel Co. (KTP) | 45.4 | 44.9 | 35,767 | 36,100 | |
| KT Solutions Corporation | 100.0 | 100.0 | 79,968 | 73,717 | |
| KT Linkus Co. | 93.8 | 93.8 | 76,924 | 78,146 | |
| KT Hitel Co., Ltd. (KTH) | 65.9 | 65.9 | 120,377 | 128,659 | |
| KT Freetel Co., Ltd. (KTF) | 40.3 | 44.7 | 2,362,548 | 2,629,459 | |
| KT China Co., Ltd. (KTCC) | | 100.0 | | 853 | |
| KT Realty Development and Management Co., Ltd. | 19.0 | 19.0 | 1,501 | 1,731 | |
| Korea Telecom America, Inc. (KTAI) | 100.0 | 100.0 | 2,997 | 3,075 | |
| Korea Telecom Philippines, Inc. (KTPI) | 100.0 | 100.0 | | | |
| KT Commerce, Inc. | 19.0 | 19.0 | 770 | 580 | |
| Mongolian Telecommunications Co. | 40.0 | 40.0 | 5,693 | 5,157 | |
| KT Submarine Co., Ltd. (KTSC) | 36.9 | 36.9 | 21,686 | 23,169 | |
| New Telephone Company (NTC) | 72.5 | 72.5 | 23,171 | 29,219 | |
| Korea Telecom Japan Co., Ltd. (KTJ) | 100.0 | 100.0 | | | |
| Korea Digital Satellite Broadcasting Co. (KDB) | 15.0 | 15.0 | 29,920 | 19,258 | |
| Korea Information Data Corp. | 19.0 | 19.0 | 5,233 | 6,045 | |
| Korea Information Service Corp. | 19.0 | 19.0 | 3,632 | 4,335 | |
| KT Instrument & Communication Corp. | 19.0 | 19.0 | 210 | 157 | |
| Korea IT Venture Partners Inc. | 28.0 | 28.0 | 8,529 | 9,340 | |
| KBSi Co., Ltd. (formerly, Crezio.Com) | 32.4 | 32.4 | 2,153 | 1,941 | |
| Bank Town Co., Ltd. | 19.0 | 19.0 | 408 | 354 | |
| eNtoB Corp. | 15.6 | 15.6 | 1,706 | 2,140 | |
| (Won) | 2,795,681 | 3,063,846 |
12
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(9) Investment in Equity Securities of Affiliated Companies, Continued
On March 6, 2003, KTF merged KT ICOM into itself by issuing additional 7,082,476 shares of its common stock to the minority shareholders of KT ICOM, which has resulted in a decrease in the Companys equity ownership interest. In addition, the Company acquired an additional 11,254,083 shares of KTF for (Won)300,838 million, increasing its equity ownership interest to 44.7%.
KTP merged Anam Telecom Ltd. into itself on February 5, 2003, which has resulted in a decrease in the Companys equity ownership interest to 44.9%.
In March, 2003, the Company invested (Won)1,244 million in KTCC, which is a wholly-owned subsidiary located in China.
Investments in affiliated companies accounted for using the equity method as of December 31, 2002 are as follows:
| Millions — Cost | Equity in retained earnings (deficit) | Equity in gain (loss) in 2002 | Unrealized valuation gain (loss) | Dividends Received in 2002 | Disposal or reclassification | Book value | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| KT Infotech Corporation | (Won) | 3,011 | 5,947 | 632 | (61 | ) | | (5,424 | ) | 4,105 | |||
| Korea Telephone Directory Co., Ltd. | 6,800 | 1,467 | 116 | | | | 8,383 | ||||||
| KT ICOM Co., Ltd | 838,528 | 8,850 | (380 | ) | | | (846,998 | ) | | ||||
| KT Powertel Co. | 55,135 | (20,402 | ) | (1,371 | ) | 2,405 | | | 35,767 | ||||
| KT Solutions Corporation | 49,800 | 29,834 | 334 | | | | 79,968 | ||||||
| KT Linkus Co., Ltd. | 50,861 | 12,306 | 8,582 | 5,554 | (379 | ) | | 76,924 | |||||
| KT Hitel Co., Ltd. | 67,780 | 50,049 | 7,764 | (5,216 | ) | | | 120,377 | |||||
| KT Freetel Co., Ltd. | 3,063,807 | (611,212 | ) | (107,670 | ) | 17,623 | | | 2,362,548 | ||||
| KT Commerce, Inc. | 1,330 | | (560 | ) | | | | 770 | |||||
| KT Realty Development and Management Co., Ltd. | 760 | 2,419 | 188 | (2 | ) | | (1,864 | ) | 1,501 | ||||
| Korea Telecom America, Inc. | 4,783 | (5,068 | ) | 293 | 2,989 | | | 2,997 | |||||
| Korea Telecom Philippines, Inc. | 2,481 | (2,481 | ) | | | | | | |||||
| Mongolian Telecommunications Co. | 3,450 | 4,677 | 1,457 | (3,692 | ) | (199 | ) | | 5,693 | ||||
| KT Submarine Co., Ltd. | 8,085 | 11,426 | 2,189 | 794 | (808 | ) | | 21,686 | |||||
| Korea Digital Satellite Broadcasting Co. | 49,500 | (1,992 | ) | (17,588 | ) | | | | 29,920 | ||||
| Korea Information Data Corp. | 3,800 | 306 | 1,127 | | | | 5,233 | ||||||
| Korea Information Service Corp. | 2,850 | 300 | 482 | | | | 3,632 | ||||||
| KBSi Co., Ltd. | 4,760 | (2,014 | ) | (593 | ) | | | | 2,153 | ||||
| Bank Town Co., Ltd. | 190 | 17 | 201 | | | | 408 | ||||||
| eNtoB Corp. | 2,500 | (639 | ) | (155 | ) | | | | 1,706 | ||||
| New Telephone Company | 33,064 | (552 | ) | 4,130 | (13,471 | ) | | | 23,171 | ||||
| Korea Telecom Japan Co., Ltd. | 6,586 | (3,140 | ) | (3,446 | ) | | | | | ||||
| Kook Min Credit Information Inc. | 851 | (9 | ) | 359 | | | (1,201 | ) | | ||||
| KT Instrument & Communication Corp. | 95 | 53 | 62 | | | | 210 | ||||||
| Korea IT Venture, Inc. | 9,000 | 3,557 | (3,365 | ) | (391 | ) | (272 | ) | | 8,529 | |||
| (Won) | 4,269,807 | (516,301 | ) | (107,212 | ) | 6,532 | (1,658 | ) | (855,487 | ) | 2,795,681 |
13
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(9) Investment in Equity Securities of Affiliated Companies, Continued
Investments in affiliated companies accounted for using the equity method, as of June 30, 2003 are as follows:
| Millions — Cost | Equity in retained earnings (deficit) | Equity in gain (loss) in 2003 | Unrealized valuation gain (loss) | Dividends received in 2003 | Book value | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| KT Infotech Corporation | (Won) | 3,011 | 1,155 | 283 | (65 | ) | (60 | ) | 4,324 | ||
| Korea Telephone Directory Co., Ltd. | 6,800 | 1,583 | (2,296 | ) | | | 6,087 | ||||
| KT Powertel Co. | 55,135 | (21,773 | ) | 308 | 2,430 | | 36,100 | ||||
| KT Solutions Corporation | 49,800 | 30,168 | (6,251 | ) | | | 73,717 | ||||
| KT Linkus Co., Ltd. | 50,861 | 20,509 | 1,210 | 5,566 | | 78,146 | |||||
| KT Hitel Co., Ltd. | 67,780 | 57,768 | 7,206 | (4,095 | ) | | 128,659 | ||||
| KT Freetel Co., Ltd. | 3,364,645 | (720,298 | ) | (76,997 | ) | 62,109 | | 2,629,459 | |||
| KT Commerce, Inc. | 1,330 | (576 | ) | (174 | ) | | | 580 | |||
| KT China Co., Ltd. | 1,244 | | (341 | ) | (50 | ) | | 853 | |||
| KT Realty Development and Management Co., Ltd. | 760 | 743 | 232 | (4 | ) | | 1,731 | ||||
| Korea Telecom America, Inc. | 4,783 | (4,775 | ) | 97 | 2,970 | | 3,075 | ||||
| Korea Telecom Philippines, Inc. | 2,481 | (2,481 | ) | | | | | ||||
| Mongolian Telecommunications Co. | 3,450 | 5,935 | 130 | (4,358 | ) | | 5,157 | ||||
| KT Submarine Co., Ltd. | 8,085 | 12,807 | 1,887 | 794 | (404 | ) | 23,169 | ||||
| Korea Digital Satellite Broadcasting Co. | 49,500 | (19,580 | ) | (10,660 | ) | (2 | ) | | 19,258 | ||
| Korea Information Data Corp | 3,800 | 1,420 | 825 | | | 6,045 | |||||
| Korea Information Service Corp. | 2,850 | 763 | 688 | 34 | | 4,335 | |||||
| KBSi Co., Ltd. | 4,760 | (2,607 | ) | (212 | ) | | | 1,941 | |||
| Bank Town Co., Ltd. | 190 | 218 | (54 | ) | | | 354 | ||||
| eNtoB Corp. | 2,500 | (815 | ) | 455 | | | 2,140 | ||||
| New Telephone Company | 33,064 | 3,578 | 5,611 | (13,034 | ) | | 29,219 | ||||
| Korea Telecom Japan Co., Ltd | 6,586 | (6,586 | ) | | | | | ||||
| KT Instrument & Communication Corp. | 95 | 115 | (53 | ) | | | 157 | ||||
| Korea IT Venture Partners, Inc. | 9,000 | (80 | ) | 788 | (368 | ) | | 9,340 | |||
| (Won) | 3,732,510 | (642,809 | ) | (77,318 | ) | 51,927 | (464 | ) | 3,063,846 |
Effective January 1, 2003, KTs subsidiaries adopted Statement of Korea Accounting Standards No. 3, Intangible Assets. In accordance with this standard, the cumulative effect on prior years of this change in the accounting has been credited to the beginning balance of retained earnings. Therefore, under the equity method of accounting, the Company has charged (Won)1,530 million of change in retained earnings of investee companies to the beginning balance of its own retained earnings.
14
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(10) Transactions and Balances with Affiliated Companies
(a) Significant transactions which occurred in the normal course of business with affiliated companies for the three and six-month periods ended June 30, 2002 and 2003 are summarized as follows:
| Millions | |||||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| three-month period | six-month period | three-month period | six-month period | ||
| Operating revenues | (Won) | 107,750 | 217,974 | 124,576 | 238,944 |
| Operating expenses | 181,432 | 373,576 | 184,285 | 381,660 | |
| Interest income from KTF | | | 3,348 | 5,010 | |
| Other income | 4,261 | 5,347 | 3,917 | 37,901 |
(b) Significant account balances which occurred in the normal course of business with affiliated companies as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | |
|---|---|---|
| Trade notes and accounts receivable | 26,425 | 21,953 |
| Accounts receivable - other | 337,643 | 23,182 |
| Convertible notes of KTF | 336,200 | 321,673 |
| Refundable deposits for telephone installation | 3,208 | 2,683 |
| Trade accounts payable | 129,364 | 75,643 |
| Key money deposits | 57,529 | 53,516 |
| Other | 29,074 | 40,383 |
In December 2002, KT disposed of its equity interest comprising 46,584,905 shares of common stock in KTICOM to KTF at (Won)18,227 per share. In March 2003, KT received the remainder of the transaction amounting to (Won)312,933 million from KTF.
(c) As of June 30, 2003, the Company has provided guarantees of the following affiliates indebtedness and contract performance as follows:
| Affiliated company | Millions | |
|---|---|---|
| KTSC | (Won) | 54,770 |
| KTF | 7,039 | |
| NTC | 9,545 | |
| (Won) | 71,354 |
15
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(11) Property, Plant and Equipment
(a) Property, plant and equipment as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions | |||||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| Land | (Won) | 1,002,835 | 1,001,986 | ||
| Buildings and structures | 3,772,538 | 3,777,264 | |||
| Machinery and equipment | 27,530,454 | 27,089,273 | |||
| Vehicles and ships | 58,883 | 60,891 | |||
| Tools, furniture and fixtures | 1,112,852 | 1,117,969 | |||
| Construction in progress | 386,661 | 546,115 | |||
| 33,864,223 | 33,593,498 | ||||
| Less accumulated depreciation | (22,054,326 | ) | (22,374,507 | ) | |
| Net property, plant and equipment | (Won) | 11,809,897 | 11,218,991 |
Property, plant and equipment were insured against fire damage up to an amount of (Won)504,212 million and (Won)475,978 million as of December 31, 2002 and June 30, 2003, respectively. Additionally, the Company maintains insurance policies covering loss and liability arising form automobile accidents.
(b) Officially Declared Value of Land
The officially declared value of land at June 30, 2003, as announced by the Minister of Construction and Transportation, is as follows:
| Millions — Book value | Declared value | ||
|---|---|---|---|
| Head office | (Won) | 130,855 | 246,298 |
| Metropolitan District | 387,910 | 1,544,139 | |
| Busan District | 97,540 | 375,744 | |
| Jeonnam District | 90,061 | 244,481 | |
| Daegu District | 114,959 | 401,556 | |
| Chungnam District | 47,626 | 118,245 | |
| Jeonbuk District | 47,471 | 104,108 | |
| Kangwon District | 42,898 | 83,942 | |
| Chungbuk District | 28,421 | 57,001 | |
| Cheju District | 14,245 | 29,443 | |
| (Won) | 1,001,986 | 3,204,957 |
The officially declared value, which is used for government purposes, is not intended to, and does not, represent fair value.
16
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(12) Other Assets
Other assets as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Deferred income tax asset, net (note 27) | (Won) | 376,285 | 307,929 |
| Long-term loans to employees | 861,480 | 794,479 | |
| Long-term loans | 39,691 | 38,468 | |
| Leasehold rights and deposits | 60,000 | 64,689 | |
| Long-term accounts receivable - trade | 48,601 | 59,080 | |
| Long-term accounts receivable - other | 7,797 | 5,800 | |
| Intangible assets, net | 223,978 | 209,585 | |
| Other | 35,847 | 41,189 | |
| (Won) | 1,653,679 | 1,521,219 |
(13) Short-term Borrowings
Short-term borrowings as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Debt instrument/Lender | Interest rate per annum — 2002 | 2003 | |
|---|---|---|---|
| Commercial paper | 4.73~4.85% | 170,000 | |
| Nong-Hyup Bank | 4.87% | 330,000 | |
| (Won) | 500,000 | |
(14) Other Current Liabilities
Other current liabilities as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Key money deposits | (Won) | 127,436 | 145,133 |
| Dividends payable | 1,316 | 800 | |
| Unearned income | 5,616 | 5,353 | |
| Payables from interest swaption (note 24) | 1,459 | 1,331 | |
| Payables from interest swap (note 24) | 7,662 | | |
| Payables from currency swap (note 24) | | 2,671 | |
| (Won) | 143,489 | 155,288 |
17
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(15) Long-term Debt
Long-term debt as of December 31, 2002 and June 30, 2003 is summarized as follows:
| Interest rate per annum | Maturity date | Millions | |||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| Local currency (won) debt : | |||||
| Bonds issued | 5.00-10.20% | 2003-2011 | (Won) | 4,495,000 | 4,040,000 |
| Convertible notes | 3.00% | 2005 | 1,322,704 | 1,322,592 | |
| Information and Telecommunication Improvement Fund | 4.68-7.25% | 2004-2008 | 93,066 | 110,407 | |
| 5,910,770 | 5,472,999 | ||||
| Foreign currency (US dollars) debt: | |||||
| Convertible notes | 0.25% | 2007 | 1,593,878 | 1,593,878 | |
| Bonds with warrants | 4.30% | 2005 | 600,200 | 596,550 | |
| Yankee bonds | 7.50-7.63% | 2006-2007 | 420,140 | 417,585 | |
| Bonds | Libor+0.45% | 2005 | 120,040 | 238,620 | |
| Loans | Libor+0.80% | 2006 | | 178,965 | |
| 2,734,258 | 3,025,598 | ||||
| Total | 8,645,028 | 8,498,597 | |||
| Add : Premium on bonds | 11,076 | 20,515 | |||
| Less: Current portion, net of discount Discount on long-term debt | 1,045,791 | 1,028,380 | |||
| 47,823 | 41,984 | ||||
| (Won) | 7,562,490 | 7,448,748 |
Convertible notes and bonds with warrants issued by the Company are summarized are as follows:
| Issuance date | Issuance amount (millions) | Interest rate per annum | Maturity date | ||
|---|---|---|---|---|---|
| Convertible notes | January 4, 2002 | US$ | 1,318 | 0.25% | January 4, 2007 |
| Bonds with warrants | January 4, 2002 | US$ | 500 | 4.30% | January 4, 2005 |
| Convertible notes | May 25, 2002 | (Won) | 1,397,349 | 3.00% | May 25, 2005 |
Holders of convertible notes issued on January 4, 2002 are entitled to convert notes into shares of the Companys common stock from January 4, 2003 to January 1, 2007. The exchange price is (Won)61,922 per share of common stock, which allows the bondholders to obtain up to 25,251,552 shares except for the portion of early retirement of the convertible notes.
Bonds with warrants were issued in connection with a strategic alliance with Microsoft Corp. Holders of bonds with warrants are entitled to exercise the warrants from January 4, 2003 to January 1, 2004. The warrants have an exercise price of (Won)69,416 per share of common stock, which allows the bondholders to obtain up to 9,270,200 shares.
18
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(15) Long-term Debt , Continued
Holders of convertible notes issued on May 25, 2002 are entitled to convert notes into shares of the Companys common stock from June 25, 2002 to April 25, 2005. The exchange price is (Won)59,400 per share of common stock, which allows the bondholders to obtain up to 22,265,850 shares except for the portion of early retirement of the convertible notes and 12,679 shares of common stock converted. The convertible notes, if not converted, will be redeemed at 104.438% of their principal amount at maturity date. The Company recognized interest expense on convertible notes using the effective interest method, and amortization of a redemption premium is recorded as long-term accrued interest expense.
On October 14, 2002, the Company purchased and retired convertible notes issued on January 4, 2002 with a face value of US$107,750 thousand and convertible notes issued on May 25, 2002 with a face value of (Won)74,000 million for US$116,743 thousand and (Won)77,839 million.
Aggregate principal maturities for the Companys long-term debt as of June 30, 2003 are as follows:
| Fiscal period ending June 30, | Millions | |
|---|---|---|
| 2004 | (Won) | 1,028,380 |
| 2005 | 2,589,546 | |
| 2006 | 1,535,875 | |
| 2007 | 1,948,196 | |
| 2008 | 926,600 | |
| Thereafter | 470,000 | |
| (Won) | 8,498,597 |
(16) Refundable Deposits for Telephone Installation
Through September 15, 1998, KT collected deposits for telephone installation in accordance with the Korea Public Telecommunication Business Law. Such deposits (which are reflected as a liability) are to be refunded without interest to the telephone subscribers upon termination of service. For changes in site classifications of telephones that were installed prior to January 1, 1990, KT is obligated to refund the original deposit received plus the increased deposit due to changes in site classifications.
KT had the telephone installation system to allow customers to choose between alternative plans for basic telephone service, permitting customers the option to either place fully refundable deposits or pay a reduced non-refundable service initiation fee. The non-refundable service installation fees are included in operating revenues in the statements of earnings. Refundable deposits continue to be subject to the same provisions as described above. Effective April 15, 2001, KT has the telephone installation system, whereby new customers are required to pay a non-refundable service initiation fee.
(17) Retirement and Severance Benefits
Changes in retirement and severance benefits for the year ended December 31, 2002 and for the six-month period ended June 30, 2003 are summarized as follows:
| Millions | |||||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| Estimated severance benefit liability at beginning of period | (Won) | 440,936 | 654,792 | ||
| Provision for the period | 243,687 | 128,279 | |||
| Payments | (29,831 | ) | (33,121 | ) | |
| Estimated severance benefit liability at end of period | 654,792 | 749,950 | |||
| Deposit for severance benefit insurance | (320,000 | ) | (320,284 | ) | |
| Net balance at end of period | (Won) | 334,792 | 429,666 |
19
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(18) Other Long-term Liabilities
Other long-term liabilities as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Accrual for customer call bonus points | (Won) | 87,967 | 95,496 |
| Key money deposits from customers | 21,989 | 18,577 | |
| Advanced receipts | 20,383 | 19,853 | |
| Accrued expenses | 17,509 | | |
| (Won) | 147,848 | 133,926 |
(19) Assets and Liabilities Denominated in Foreign Currencies
The won equivalents of assets and liabilities denominated in foreign currencies as of December 31, 2002 and June 30, 2003 are as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Assets | |||
| Cash and cash equivalents | (Won) | 69,497 | 128,569 |
| Trade accounts receivable | 212,392 | 209,180 | |
| Accounts receivable other | 19,223 | 19,106 | |
| Short-term loans | 240 | 239 | |
| Long-term loans | 39,691 | 38,468 | |
| (Won) | 341,043 | 395,562 | |
| Liabilities | |||
| Trade accounts payable | (Won) | 224,839 | 213,537 |
| Long-term debt, including current portion | 1,140,380 | 1,431,720 | |
| Convertible notes | 1,593,878 | 1,593,878 | |
| (Won) | 2,959,097 | 3,239,135 |
(20) Common Stock
Changes in common stock for the year ended December 31, 2002 and for the six-month period ended June 30, 2003 are as follows:
| Balance at January 1, 2002 | Number of shares issued — 312,199,659 | (Won) | 1,560,998 |
|---|---|---|---|
| Retirement of treasury stock on October 9, 2002 | (3,122,000 | ) | |
| Balance at December 31, 2002 | 309,077,659 | (Won) | 1,560,998 |
| Retirement of treasure stock on January 6, 2003 | (15,454,659 | ) | |
| Retirement of treasure stock on June 20, 2003 | (2,937,000 | ) | |
| Balance at June 30, 2003 | 290,686,000 | (Won) | 1,560,998 |
20
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(21) Capital Surplus
Capital surplus as of December 31, 2002 and June 30, 2003 is summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Paid-in capital in excess of par value | (Won) | 1,440,258 | 1,440,258 |
| (Won) | 1,440,258 | 1,440,258 |
(22) Appropriated Retained Earnings
Retained earnings appropriated to various restricted reserves as of December 31, 2002 and June 30, 2003 are summarized as follows:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Involuntary reserve: | |||
| Legal reserve | (Won) | 780,499 | 780,499 |
| Voluntary reserve: | |||
| Reserve for business rationalization | 193,101 | 443,416 | |
| Reserve for technology and human resource development | 6,667 | 3,333 | |
| Reserve for social overhead capital | 23,333 | 3,333 | |
| Reserve for business expansion | 5,230,718 | 6,587,325 | |
| Reserve for redemption of telephone bonds | 207,947 | 207,947 | |
| (Won) | 6,442,265 | 8,025,853 |
The Korean Commercial Code requires KT to appropriate to a legal reserve an amount equal to at least 10% of the cash dividend amount at the end of each accounting period until the reserve equals 50% of stated capital. The legal reserve may be used to reduce a deficit or may be transferred to stated capital.
The Company is allowed to appropriate from retained earnings amounts necessary to establish reserves for business expansion and research and development. These reserves may be used for research, development and facilities expansion of KT.
Under the Special Tax Treatment Control Law, the Company is allowed to make certain deductions from taxable income. The Company is, however, required to transfer from retained earnings the amount of tax benefits obtained into reserves for social overhead capital investment and technology development.
Through 2001, under the Special Tax Treatment Control Law, investment tax credits were allowed for certain investments. The Company was, however, required to transfer from retained earnings the amount of tax benefits obtained into a reserve for business rationalization. Effective December 11, 2002, the Company is no longer required to establish a reserve for business rationalization despite tax benefits received for certain investments and, consequently, the existing balance is now regarded as a voluntary reserve.
Due to the adoption of Statement of Korea Accounting Standards No. 6, Events Occurring After the Balance Sheet Date, appropriated retained earnings as of December 31, 2002 decreased by (Won)1,583,588 million, the amount of appropriation declared by the Company but not approved by the shareholders meeting.
21
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(23) Treasury Stock
During the first half of 2000, in order to stabilize the price of the Companys common stock in the market, the Company established a treasury stock fund of (Won)100 billion. This trust fund is managed by a certain bank, which is used primarily as a vehicle for trading the shares of common stock of the Company. The trust fund (which is recorded at cost) held treasury stock of 1,250,330 shares and 1,259,170 shares as of December 31, 2002 and June 30, 2003, respectively.
On January 4 and May 24, 2002, the Company reacquired 36,770,183 shares and 23,524,392 shares for (Won)1,963,527 million and (Won)1,270,317 million, representing 11.78% and 7.54% of its common stock, respectively, from the Ministry of Information and Communication.
During 2002 and 2003, certain holders of the convertible notes (see note 15) converted their notes into the shares of the Companys common stock; therefore, 12,679 shares of treasury stock were reissued to the former note holders.
The Company and SK Telecom agreed to an equity swap on December 20, 2002, under which each company sold all of the others equity shares it held in the other. According to the agreement, the Company exchanged 4,457,635 shares of SK Telecom for 15,454,659 shares of treasury stock and cash of (Won)211,868 million on December 30, 2002 and retired these treasury stock by a charge to retained earnings on January 6, 2003. In addition, on January 10, 2003, the Company exchanged 3,809,288 shares of SK Telecom for 14,353,674 shares of treasury stock and cash of (Won)122,679 million.
In addition, the Company reacquired 2,937,000 shares of treasury stock on April 24, 2003 and retired these treasury shares with a charge to retained earnings on June 20, 2003. Upon retirement of the treasury stock, the number of shares of the Companys common stock issued decreased from 309,077,659 to 290,686,000.
(24) Commitments and Contingencies
(a) Legal matters
On February 20, 2001, the Fair Trade Commission issued a cease and desist order prohibiting the Company from engaging in any activity amounting to an unfair intra-group transaction, claiming that certain of the transactions with the affiliates were in violation of the Fair Trade Laws. The Fair Trade Commission alleged that the Company had unfairly assisted the affiliates by paying them unreasonably high service fees. The Fair Trade Commission imposed a fine of approximately (Won)30 billion, and the Company made a provision of (Won)30 billion for this claim during 2001. On July 9, 2001, the Korean Fair Trade Commission rejected the appeal. The Company filed an appeal in the Seoul High Court and intends to continue to seek redress in the courts.
In October 2000, approximately 4,500 of the former and current employees who had previously been employed by the MIC and transferred to the Company in 1981 filed a lawsuit against the Company claiming that the Company owes them an additional (Won)27 billion for retirement and severance benefits. The claim was that the Company should have given them full credit for their military service, whereas the Company believed that the Company was in compliance with the laws in effect at that time. In July 2002, the Seoul District Court held in favor of the claimants. However, on July 7, 2003, the Seoul High Court reversed the Seoul District Courts decision and ruled in favor of the Company. Consistent with prior year, the Company has not recorded an accrual for this matter.
The Company is also in litigation as a defendant in other cases for damages allegedly resulting from various claims, disputes and legal actions in the normal course of operations. These claims amounted to (Won)82,287 million and (Won)68,414 million as of December 31, 2002 and June 30, 2003, respectively. Management believes that the ultimate settlement of these matters will not have a material adverse effect on the Companys financial position, results of operations or cash flows.
(b) During the first half of 2003, the Company contributed (Won)50,000 million to a labor welfare fund. The budget for 2003 amounts to (Won)100,000 million.
22
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(24) Commitments and Contingencies , Continued
(c) Tax audit
Starting June 2, 2003, the Company has been under a tax audit for the period from 1998 to 2002 by the Korea National Tax Service. The tax audit is expected to continue for the next 90 days. Management is unable to estimate the financial impact, if any, of the tax audit on the accompanying financial statements.
(d) Interest rate swap tion
The Company entered into interest rate swaption contracts with Citibank for variable rates of interest in place of fixed rates of interest in 2002. Details of interest rate swaption contracts outstanding as of June 30, 2003 are as follows:
| Bank | Swaption premium (millions) | Fixed interest rate (3 months) | Variable interest rate (3 months) | Exercise date | Type | |
|---|---|---|---|---|---|---|
| Citibank | (Won) | 1,913 | 1.975 % | CD rate | April 16, 2005 | Selling |
Under the interest swaption contracts, the Company recognized a valuation gain of (Won)128 million for the six-month period ended June 30, 2003.
(e) Interest rate swap
The Company entered into two interest rate swap contracts with J.P. Morgan for variable rates of interest in place of fixed rates of interest during March 2003.
Details of interest rate swap contracts outstanding as of June 30, 2003, are as follows:
| Bank | Nominal premium (thousands) | Fixed amount (millions) | Fixed interest rate (1 year) | Variable interest rate (1 year) | Terminal date | |
|---|---|---|---|---|---|---|
| J.P. Morgan | $ 1,600 | US$ | 150 | 7.500 % | Libor+4.320% | Jun. 1, 2006 |
| J.P. Morgan | $ 500 | US$ | 200 | 7.625 % | Libor+4.610% | Apr. 15, 2007 |
| Shinhan Bank | | (Won) | 180,000 | 6.350 % | Libor+2.47%+Contingent spread | Sep. 30, 2007 |
Under the interest rate swap contracts, the Company recognized a valuation gain of (Won)6,858 million for the six-month period ended June 30, 2003. In addition, the Company settled two contracts before terminal date and recognized a transaction gain of (Won)8,170 million in 2003.
(f) Currency swap
The Company entered into currency swap contracts with J.P. Morgan for principal and interest denominated in Korean won in place of principal and interest of long-term debt denominated in U.S. dollars during June 2003.
Details of currency swap contracts outstanding as of June 30, 2003 are as follows:
| Bank | Contract amount (millions) | Fixed amount (millions) | Fixed interest rate(US$) | Fixed interest rate (won) | Terminal date | |
|---|---|---|---|---|---|---|
| J.P. Morgan | $ 50 | (Won) | 59,750 | 4.3% | 6.17% | Jan. 3, 2005 |
| J.P. Morgan | $ 150 | (Won) | 179,760 | Libor+0.80% | Libor+2.64% | Jun. 23, 2006 |
23
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(24) Commitments and Contingencies , Continued
(f) Currency swap, Continued
Under the currency swap contracts, the Company recognized a valuation loss of (Won)1,546 million during June 2003.
(25) Operating Revenues
Operating revenues for the three and six-month periods ended June 30, 2002 and 2003 are as follows:
| Millions | |||||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| three-month period | six-month period | three-month period | six-month period | ||
| Internet services | (Won) | 498,441 | 950,843 | 597,210 | 1,146,957 |
| Data Communication services | 50,777 | 103,744 | 46,481 | 92,224 | |
| Rental income from wire and other facilities | 364,736 | 710,498 | 320,633 | 648,985 | |
| Telephone services | 1,801,565 | 3,659,146 | 1,744,156 | 3,516,439 | |
| Wireless services | 162,788 | 330,692 | 175,466 | 411,861 | |
| Satellite services | 28,418 | 60,744 | 31,010 | 60,966 | |
| System integration services | 15,379 | 30,557 | 24,728 | 49,133 | |
| Real estate rental services | 9,031 | 18,507 | 11,190 | 22,881 | |
| Other | 28,886 | 52,762 | 21,779 | 44,826 | |
| 2,960,021 | 5,917,493 | 2,972,653 | 5,994,272 | ||
| Less: sales allowances and discounts | 60,750 | 89,956 | 25,888 | 75,404 | |
| (Won) | 2,899,271 | 5,827,537 | 2,946,765 | 5,918,868 |
Starting from January 1, 2003, revenues from real estate rental services are accounted for as operating revenues. For comparative purposes, revenues from real estate rental services which were accounted for as other income in 2002 are reclassified into operating revenues.
24
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(26) Operating Expenses
Operating expenses for the three and six-month periods ended June 30, 2002 and 2003 are as follows:
| Millions | |||||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| three-month period | six-month period | three-month period | six-month period | ||
| Salaries and wages | (Won) | 615,411 | 1,015,781 | 476,052 | 923,480 |
| Compensation expenses (note 29) | | | 1,623 | 2,929 | |
| Provision for retirement and severance benefits, including early retirement payments | 77,122 | 125,269 | 53,284 | 128,279 | |
| Employee benefits | 103,803 | 252,861 | 133,375 | 257,044 | |
| Communications | 10,617 | 21,217 | 10,456 | 20,878 | |
| Utilities | 26,255 | 55,884 | 29,874 | 62,244 | |
| Taxes and dues | 13,241 | 41,164 | 18,416 | 38,643 | |
| Rent | 16,638 | 35,140 | 10,993 | 26,569 | |
| Depreciation | 612,961 | 1,218,948 | 573,799 | 1,122,446 | |
| Amortization | 13,220 | 25,908 | 13,619 | 28,070 | |
| Repairs and maintenance | 104,668 | 139,488 | 82,549 | 128,881 | |
| Automobile maintenance | 4,558 | 7,926 | 4,046 | 8,133 | |
| Commissions | 140,696 | 273,576 | 148,177 | 281,509 | |
| Advertising | 49,647 | 73,982 | 43,598 | 67,402 | |
| Education and training | 13,657 | 22,040 | 12,168 | 22,073 | |
| Research and development | 57,362 | 109,272 | 57,509 | 109,393 | |
| Travel | 7,836 | 14,125 | 6,566 | 12,723 | |
| Supplies | 6,797 | 13,474 | 6,838 | 15,321 | |
| Interconnection charges | 294,793 | 587,062 | 258,107 | 549,219 | |
| Cost of PCS handsets sold | 65,072 | 159,402 | 77,613 | 200,478 | |
| Charges for PCS network | 43,498 | 75,643 | 48,564 | 94,114 | |
| Cost of miscellaneous services | 61,272 | 115,847 | 82,771 | 125,976 | |
| International settlement payment | 50,100 | 85,431 | 44,656 | 98,352 | |
| Commissions for system integration service | 14,612 | 30,165 | 23,540 | 45,882 | |
| Promotion | 36,513 | 74,763 | 46,294 | 84,908 | |
| Sales commission | 13,046 | 21,769 | 30,416 | 62,358 | |
| Provision for doubtful accounts | 15,068 | 46,935 | 60,583 | 109,053 | |
| Other | 9,424 | 16,893 | 9,581 | 17,772 | |
| 2,477,887 | 4,659,965 | 2,365,067 | 4,644,129 | ||
| Less: amounts included in construction in progress | 38,848 | 72,290 | 29,498 | 61,135 | |
| (Won) | 2,439,039 | 4,587,675 | 2,335,569 | 4,582,994 |
Operating expenses for the three-month periods ended June 30, 2002 and 2003, includes (Won)25,975 million and (Won)22,500 million, respectively, of additional labor cost for the first quarter in accordance with an annual salary increase negotiation with the labor union.
25
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(27) Income Taxes
(a) The Company is subject to a number of income taxes based upon taxable income which results in the following normal tax rates (including resident tax):
| Taxable earnings | Rates |
|---|---|
| Up to (Won)100 million | 16.5 % |
| Over (Won)100 million | 29.7 % |
The components of income tax expense for the three and six-month periods ended June 30, 2002 and 2003 are as follows:
| Millions | |||||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| three-month period | six-month period | three-month period | six-month period | ||
| Current income tax expense | (Won) | 147,514 | 291,590 | 173,641 | 574,915 |
| Deferred income tax expense | 24,624 | 76,948 | 93,507 | 68,353 | |
| (Won) | 172,138 | 368,538 | 267,148 | 643,268 |
(b) The provision for income taxes calculated using the normal tax rates differs from the actual provision for the six-month periods ended June 30, 2002 and 2003 for the following reasons:
| Millions | |||||
|---|---|---|---|---|---|
| 2002 | 2003 | ||||
| Provision for income taxes at normal tax rates | (Won) | 403,451 | 560,811 | ||
| Tax effect of permanent differences, net | 7,774 | 4,688 | |||
| Investment tax credit | (42,687 | ) | (45,000 | ) | |
| Impairment of deferred tax asset | | 122,769 | |||
| Actual provision for income taxes | (Won) | 368,538 | 643,268 |
The effective tax rates, after adjustments for certain differences between amounts reported for financial accounting and income tax purposes, were approximately 27.1% and 34.1% for the six-month periods ended June 30, 2002 and 2003, respectively.
(c) The tax effects of temporary differences that result in significant portions of deferred income tax assets and liabilities as of December 31, 2002 and June 30, 2003 are presented below:
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Deferred income tax assets: | |||
| Retirement and severance benefits | (Won) | 22,597 | 38,667 |
| Allowance for doubtful accounts | 80,338 | 110,210 | |
| Refundable deposits for telephone installation | 26,505 | 22,939 | |
| Equity in losses of affiliates | 202,273 | 225,236 | |
| Tax credit carryforwards | 43,214 | | |
| Other, net | 44,494 | 71,774 | |
| Total deferred income tax assets | 419,421 | 468,826 |
26
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(27) Income Taxes, Continued
| Millions — 2002 | 2003 | ||
|---|---|---|---|
| Deferred income tax liabilities: | |||
| Depreciation | (Won) | 42,373 | 37,140 |
| Accrued interest income | 763 | 988 | |
| Total deferred income tax liabilities | 43,136 | 38,128 | |
| Valuation reduction | | 122,769 | |
| Net deferred income tax asset | (Won) | 376,285 | 307,929 |
The Company concluded that it was not probable that it would be able to realize the tax benefit of its equity in losses of affiliates and, therefore, wrote off the related deferred tax assets in the amount of (Won)122,769 million by a charge to deferred income tax expense in the second quarter of 2003.
(28) Earnings Per Share
(a) Earnings per share of common stock for the three-month periods ended June 30, 2002 and 2003 are calculated as follows:
(i) Basic earnings per share
| Millions (except number of shares and earnings per share) — 2002 | 2003 | ||
|---|---|---|---|
| Net earnings | (Won) | 488,416 | 284,356 |
| Weighted-average number of shares common stock (in thousands) | 261,323 | 216,417 | |
| Basic earnings per share (in won) | (Won) | 1,869 | 1,314 |
(ii) Diluted earnings per share
| Millions (except number of shares and earnings per share) — 2002 | 2003 | ||
|---|---|---|---|
| Net earnings | (Won) | 488,416 | 284,356 |
| Adjustments: | |||
| Interest expense on convertible notes | 6,645 | 12,873 | |
| Net earnings available for common and common equivalent shares | 495,061 | 297,229 | |
| Weighted-average number of common and common equivalent shares (in thousands) | 312,347 | 263,934 | |
| Diluted earnings per share (in won) | (Won) | 1,585 | 1,126 |
27
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(28) Earnings Per Share , Continued
(b) Earnings per share of common stock for the six-month periods ended June 30, 2002 and 2003 are calculated as follows:
(i) Basic earnings per share
| Millions (except number of shares and earnings per share) — 2002 | 2003 | ||
|---|---|---|---|
| Net earnings | (Won) | 989,882 | 1,244,986 |
| Weighted-average number of shares common stock (in thousands) | 269,954 | 217,785 | |
| Basic earnings per share (in won) | (Won) | 3,667 | 5,717 |
(ii) Diluted earnings per share
| Millions (except number of shares and earnings per share) — 2002 | 2003 | ||
|---|---|---|---|
| Net earnings | (Won) | 989,882 | 1,244,986 |
| Adjustments: | |||
| Interest expense on convertible notes | 7,746 | 25,584 | |
| Net earnings available for common and common equivalent shares | 997,628 | 1,270,570 | |
| Weighted-average number of common and common equivalent shares (in thousands) | 301,807 | 265,302 | |
| Diluted earnings per share (in won) | (Won) | 3,306 | 4,789 |
Diluted earnings per share are calculated based on the effect of potentially dilutive securities that were outstanding during the period. The denominator for the diluted earnings per share computation is adjusted to include the number of additional common shares that would have been outstanding if the potentially dilutive securities had been converted into common stock. In addition, the numerator is adjusted to include the after-tax amount of interest recognized associated with convertible notes.
Potentially dilutive securities as of June 30, 2003 are as follows:
| Potentially dilutive shares (thousands) | |
|---|---|
| Convertible notes | 47,519 |
| Bonds with warrants | 9,270 |
| Stock options | 479 |
Bonds with warrants and stock options did not enter into the determination of diluted earnings per share because of lack of a dilutive effect on the exercise of warrants.
28
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(29) Stock Options
On December 26, 2002, the Company granted stock options to its officers for purchases of 680,000 shares of common stock, including 220,000 shares under performance condition at the option price of (Won)70,000 per share. However, the number of stock options granted decreased to 479,067 shares and the total cost of compensation from (Won)12,590 million to (Won)10,714 million because of resignation of a number of officers. The options can be exercised during the period from December 27, 2004 to December 26, 2009 upon completion of two years mandatory service periods. Option holders can exercise one third of total options annually from 2004. The Company adopted the fair value based method (Black-Scholes model) for the calculation of compensation expense which is amortized to expense over the option vesting period.
The valuation assumptions of stock options based on the fair value method under the Black-Scholes model are as follows:
| Risk free interest rate: | 5.46% |
|---|---|
| Expected exercise period: | 4.5 years to 5.5 years |
| Expected standard deviation of stock price: | 49.07% ~ 49.90% |
| Expected dividend yield ratio : | 1.10% |
Changes in the total cost of compensation for the six-month period ended June 30, 2003 are summarized as follows:
| Total cost of compensation | Millions — (Won) | 10,714 | |
|---|---|---|---|
| Accumulated cost recognized in prior periods | (103 | ) | |
| Cost recognized for the period | (2,929 | ) | |
| Cost recognized in future period | (Won) | 7,682 |
(30) Non-cash Financing and Investing Activities
Significant non-cash financing and investing activities for the six-month period ended June 30, 2003 are summarized as follows:
| Long-term debt transferred to current liabilities | 734,027 |
|---|---|
| Available-for-sale securities transferred to treasury stock | 730,704 |
| Inventory transferred to property, plant and equipment | 62,910 |
| Unrealized gains on equity securities of affiliates | 45,395 |
| Construction in progress transferred to property, plant and equipment | 372,100 |
(31) Contribution Payments for Research and Development
The Company made donations of (Won)52,202 million and (Won)31,065 million to the Korean government (Information and Telecommunication Improvement Fund), the Korea Electronic Telecommunication Research Institute (ETRI), and other institutes for the six-month periods ended June 30, 2002 and 2003, respectively.
29
KT CORPORATION
Notes to Financial statements, Continued
(Unaudited)
(32) Contributions Received for Losses on Universal Telecommunications Services
Starting on January 1, 2000, all telecommunications service providers must contribute towards the supply of universal telecommunications services in Korea. Telecommunications service providers designated as universal service providers by the MIC are required to provide universal telecommunications services, including local services, local public telephone services, telecommunications services for remote islands and wireless communication services for ships. The Company has been designated a universal service provider. The losses incurred by universal service providers in connection with providing these universal telecommunications services are to be apportioned among the service providers based on their respective annual revenues.
(33) Economic Environment
In response to general unstable economic conditions, the Korean government and the private sector have been implementing structural reforms to historical business practices. Implementation of these reforms is progressing slowly, particularly in the areas of restructuring private enterprises and reforming the banking industry. The Korean government continues to apply pressure to Korean companies to restructure into more efficient and profitable firms. The Company may be either directly or indirectly affected by these general unstable economic conditions and the reform program described above. The accompanying financial statements reflect managements assessment of the impact to date of the economic situation on the financial position of the Company. Actual results may differ materially from managements current assessment.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: September 25, 2003
KT Corporation
| By: | /s/ Jeong - Soo Suh |
|---|---|
| Name: | Jeong - Soo Suh |
| Title: | Vice President and |
| Chief Financial Officer |