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KT CORP — Interim / Quarterly Report 2009
Dec 3, 2009
30640_ffr_2009-12-03_7763d309-5a31-4672-b280-fc07c80a28d4.zip
Interim / Quarterly Report
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6-K 1 h03826e6vk.htm FORM 6-K e6vk PAGEBREAK
Table of Contents
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2009
Commission File Number 1-14926
KT Corporation
(Translation of registrants name into English)
206 Jungja-dong Bundang-gu, Sungnam Kyunggi-do 463-711 Korea (Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F þ Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No þ
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
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SUMMARY OF 2009 THIRD QUARTER BUSINESS REPORT (From January 1, 2009 to September 30, 2009)
THIS IS A SUMMARY OF THE 2009 THIRD QUARTER REPORT ORIGINALLY PREPARED IN KOREAN AND IN SUCH FORM AS REQUIRED BY THE KOREAN FINANCIAL SUPERVISORY COMMISSION. IN THE TRANSLATION PROCESS, SOME PARTS OF THE REPORT WERE REFORMATTED, REARRANGED OR SUMMARIZED FOR THE CONVENIENCE OF READERS.
UNLESS EXPRESSLY STATED OTHERWISE, ALL INFORMATION CONTAINED HEREIN IS PRESENTED ON A NON-CONSOLIDATED BASIS IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN KOREA, OR KOREAN GAAP, WHICH DIFFER IN CERTAIN RESPECTS FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CERTAIN OTHER COUNTRIES, INCLUDING THE UNITED STATES. WE HAVE MADE NO ATTEMPT TO IDENTIFY OR QUANTIFY THE IMPACT OF THESE DIFFERENCES.
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TOC
Table of Contents
| I. Corporate General | 3 |
|---|---|
| 1. General Information | 3 |
| 2. History | 7 |
| 3. Change in Capital | 8 |
| 4. Total Number of Shares and Others | 9 |
| 5. Voting Rights | 11 |
| 6. Matters on Dividends and Others | 11 |
| II. Details of Business | 13 |
| 1. Overview | 13 |
| 2. Capital Expenditure | 21 |
| 3. Matters Related to Revenue | 22 |
| 4. Research and Development Activities | 28 |
| 5. Other Matters Necessary for Making Investment Decisions | 28 |
| III. Financial Information | 29 |
| 1. Summary of Financial Statements (Non-Consolidated) | 29 |
| 2. Summary of Financial Statements (Consolidated) | 30 |
| IV. Auditors Opinion | 31 |
| 1. Auditor | 31 |
| 2. Audit (or Review) Opinion | 31 |
| 3. Remuneration for Independent Non-Executive Auditors for the Past Three Fiscal Years | 31 |
| V. Board of Directors and Affiliated Companies | 33 |
| 1. Overview of the Board of Directors and Committees under the Board | 33 |
| 2. Matters on Audit Procedure | 39 |
| 3. Matters on Shareholders Exercise of Voting Right | 42 |
| 4. Affiliated companies | 43 |
| VI. Major Stockholders and Related Party Transactions | 44 |
| 1. Major Stockholders | 44 |
| 2. Share Ownership Status of Employee Stock Ownership Association | 44 |
| VII. Management and Employees | 45 |
| 1. Remuneration to Executive Officers | 45 |
| 2. Current Status of Employees | 47 |
| EX-99.1 |
/TOC
(EXHIBIT 99.1 : NON-CONSOLIDATED FINANCIAL STATEMENTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009 AND 2008 AND INDEPENDENT AUDITORS REVIEW REPORT)
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Table of Contents
I. Corporate General
1. General Information
A. Date of Incorporation
KT Corporation (KT) was incorporated on December 10, 1981 under the Korea Telecom Act with the purpose of offering telecommunication services business. On December 23, 1998 KT was listed on the Korea Stock Exchange (later, Korea Exchange).
B. Postal address of Headquarters, telephone and company website
1) Postal address : 206 Jungja-dong, Bundang-gu, Sungnam City, Gyunggi-do 463-711 Korea 2) Telephone : +82 31 727 0114 3) Company website : http://www.kt.com
C. Main Business
We are a telecommunications service provider providing fixed-line, broadband internet, mobile services. In an effort to maintain our leadership in the telecommunication market, we have launched new services such as IP-TV, VoIP, WiBRO and FMC (Fixed Mobile Convergence) responding to the recent industry trends of convergence between telecommunications and broadcasting and between fixed and mobile communication. In part due to the merger with former KT Freetel, we have amended our articles of incorporation at the extraordinary shareholders meeting held on March 27, 2009. As of the end of the third quarter of 2009, our business purpose, as specified in our articles of incorporation, is to engage in the following business activities:
| Business purpose |
|---|
| 1. Information and communications business; |
| 2. New media business; |
| 3. Development and sale of software and contents; |
| 4. Sale and distribution of information communication equipment |
| 5. Testing and inspection of information communication equipment, device or facilities; |
| 6. Advertisement business; |
| 7. Retail business via telephone, mail order or online; |
| 8. IT facility construction business and electrical construction business; |
| 9. Real estate and housing business; |
| 10. Electronic banking and finance business; |
| 11. Education and learning service business; |
| 12. Security service business (machinery system surveillance service, Facilities security service, etc); |
| 13. Research and technical development, education, training and promotion, overseas businesses, and export and import, manufacture |
| and distribution related to activities mentioned in Subparagraphs 1 through 12; and |
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| Business purpose | Other |
|---|---|
| 14. Frequency-based telecommunications services and other telecommunications services | Added on March 27, 2009 |
| 15. Value-added telecommunications business | Added on March 27, 2009 |
| 16. Manufacture, provision (screening) and distribution of contents such as musical records, music videos, movies, videos and games | Added on March 27, 2009 |
| 17. Issuance and management of pre-paid electronic payment instruments, and businesses related to electronic finance such as | |
| payment gateway services | Added on March 27, 2009 |
| 18. Sales and leasing of equipment and facilities related to the activities mentioned in Subparagraphs 14 through 17 | Added on March 27, 2009 |
| 19. Any overseas business or export and import business related to activities mentioned in Subparagraphs 14 through 18 | Added on March 27, 2009 |
| 20. Tourism | Added on March 27, 2009 |
| 21. Insurance agency business | Added on March 27, 2009 |
| 22. New and renewable energy and energy generation business | Added on March 27, 2009 |
| 23. Any and all other activities or businesses incidental to or necessary for attainment of the foregoing. | Amended on March 27, 2009 |
D. Affiliated Companies
(1) Name of Group : KT
(2) Affiliated Companies (as of November 13, 2009)
| Financial — year | Listed/ | |||
|---|---|---|---|---|
| No. | Name | ended on | Primary business | Unlisted |
| 1 | KT | Dec. 31 | Telecommunication business | Listed on KRX |
| 2 | KT Powertel Co., Ltd. | Dec. 31 | Trunk radio system business | Unlisted |
| 3 | KT Networks Corporation | Dec. 31 | Telecommunication, specific service provider and value-added service provider | Unlisted |
| 4 | KT Linkus Co., Ltd. | Dec. 31 | Public telephone maintenance | Unlisted |
| 5 | KT Hitel Co., Ltd. | Dec. 31 | Data communication | Listed on KOSDAQ |
| 6 | KT Submarine Co., LTd. | Dec. 31 | Submarine cable construction and maintenance | Listed on KOSDAQ |
| 7 | KT Commerce Inc. | Dec. 31 | Online commerce (B2B, B2B service) | Unlisted |
| 8 | KT Technologies | Dec. 31 | Mobile handset development | Unlisted |
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| Financial — year | Listed/ | |||
|---|---|---|---|---|
| No. | Name | ended on | Primary business | Unlisted |
| 9 | KT M Hows Co., Ltd. | Dec. 31 | Mobile marketing | Unlisted |
| 10 | KT Rental Co., Ltd. | Dec. 31 | Rental Service | Unlisted |
| 11 | Sidus FNH Corporation | Dec. 31 | Movie production | Unlisted |
| 12 | Telecop Service Co., Ltd. | Dec. 31 | Security service | Unlisted |
| 13 | KT Capital Co., Ltd. | Dec. 31 | Financing service | Unlisted |
| 14 | Vanguard Private Equity Fund | Dec. 31 | Financing service | Unlisted |
| 15 | KT M&S Co., Ltd. | Dec. 31 | Telecommunication devices distribution business | Unlisted |
| 16 | Nasmedia Co., Ltd. | Dec. 31 | Online advertisement business | Unlisted |
| 17 | KT Music Co., Ltd. | Dec. 31 | Entertainment business | Listed on KOSDAQ |
| 18 | Doremi Media Co., Ltd. | Dec. 31 | Recording device (magneto-optical disk) and music disc manufacture | Unlisted |
| 19 | Music City Media Co., Ltd. | Dec. 31 | Movie, broadcasting and performance business | Unlisted |
| 20 | Parangoyangi Co., Ltd. | Dec. 31 | Movie, broadcasting and performance business | Unlisted |
| 21 | D&G Star Co., Ltd. | Dec. 31 | Movie, broadcasting and performance business | Unlisted |
| 22 | Softnics, Inc. | Dec. 31 | Software development and sales | Unlisted |
| 23 | JungBoPremiumEdu Co., Ltd. | Dec. 31 | Online education business | Unlisted |
| 24 | KTDS Co., Ltd. (f/k/a KT | |||
| Data System Co., Ltd.) | Dec. 31 | Management, supply and advisory | ||
| services of information technology systems | Unlisted |
-
On August 27, 2009, Olive Nine Co. Ltd. and its related companies (Olive Nine Creative Co. Ltd., The Contents Entertainment Co. Ltd. and Olive Nine Entertainment Co. Ltd.) were excluded as affiliated companies.
-
On September 1, 2009, Vanguard Private Equity Fund was included as an affiliated company.
-
On October 16, 2009, Doremi Media Co., Ltd., Doremi Music Publishing Co. Ltd. and Parangoyangi Co. Ltd. were excluded as affiliated companies.
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[Foreign Affiliated Companies]
| Financial — year | Listed/ | |||
|---|---|---|---|---|
| No. | Name | ended on | Primary business | Unlisted |
| 1 | Korea Telecom America Inc. | Dec.31 | Foreign telecommunication business | Unlisted |
| 2 | Mongolian Telecommunications | Dec. 31 | Foreign telecommunication business | Listed |
| 3 | New Telephone Company Inc. | Dec. 31 | Foreign telecommunication business | Unlisted |
| 4 | KT Japan, Co., Ltd. | Dec. 31 | Foreign telecommunication business | Unlisted |
| 5 | KT China Co., Ltd. | Dec. 31 | Foreign telecommunication business | Unlisted |
| 6 | Super iMax LLC | Dec. 31 | Foreign telecommunication business | Unlisted |
| 7 | East Telecom LLC | Dec. 31 | Foreign telecommunication business | Unlisted |
| 8 | KTSC Investment Management B.V. | Dec. 31 | Foreign telecommunication business | Unlisted |
E. Credit Rating
(1) Overseas Credit Rating
| Date of | Assessed — Securities, | Credit Rating — of Assessed | Assessing Company | Assessment |
|---|---|---|---|---|
| Assessment | etc. | Securities | (Scale of Rating) | Type |
| May 22, 2009 | | A3 | Moodys: U.S. (Aaa, Aa1, Aa2, Aa3, A1, ~ C) | Annual Assessment |
| November 26, 2008 | | A | Fitch: U.S. (AAA, AA+, AA, AA-, A, ~ D) | Annual Assessment |
| July 14, 2008 | | A3 | Moodys: U.S. (Aaa, Aa1, Aa2, Aa3, A1, ~ C) | Annual Assessment |
| June 30, 2008 | | A- | S&P: U.S. (AAA, AA+, AA, AA-, A, ~ D) | Annual Assessment |
| July 2, 2007 | | A | Fitch: U.S. (AAA, AA+, AA, AA-, A, ~ D) | Annual Assessment |
| April 2, 2007 | 2007 Global Bond | A3 | Moodys: U.S. (Aaa, Aa1, Aa2, Aa3, A1, ~ C) | Special |
| Assessment | ||||
| April 2, 2007 | 2007 Global Bond | A- | S&P: U.S. (AAA, AA+, AA, AA-, A, ~ D) | Special Assessment |
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(2) Domestic Credit Rating
| Date of | Assessed — Securities, | Credit Rating — of Assessed | Assessing Company | Assessment |
|---|---|---|---|---|
| Assessment | etc. | Securities | (Scale of Rating) | Type |
| June 30, 2009 | Commercial Paper | A1 | Korea Information Service Inc. | Regular |
| June 26, 2009 | Commercial Paper | A1 | Korea Ratings Corporation | Regular |
| May 20, 2009 | Corporate Bond | AAA | Korea Information Service Inc., National | |
| Information & Credit Evaluation Inc. | Regular | |||
| May 19, 2009 | Corporate Bond | AAA | Korea Ratings Corporation | Regular |
| February 19, 2009 | Corporate Bond | AAA | Korea Information Service Inc., National | |
| Information & Credit Evaluation Inc., Korea | ||||
| Ratings Corporation | Regular | |||
| December 19, 2008 | Corporate Bond | AAA | Same as above | Regular |
| July 28, 2008 | Corporate Bond | AAA | Same as above | Regular |
| June 13, 2008 | Commercial Paper | A1 | Korea Ratings Corporation | Regular |
| June 11, 2008 | Commercial Paper | A1 | National Information & Credit Evaluation Inc. | Regular |
| March 20, 2008 | Corporate Bond | AAA | Korea Information Service Inc., National | |
| Information & Credit Evaluation Inc., Korea | ||||
| Ratings Corporation | Regular | |||
| February 18, 2008 | Corporate Bond | AAA | Same as above | Regular |
| December 27, 2007 | Corporate Bond | AAA | Same as above | Regular |
| June 27, 2007 | Commercial Paper | A1 | Korea Information Service Inc. | Regular |
| June 21, 2007 | Commercial Paper | A1 | National Information & Credit Evaluation Inc. | Regular |
| March 22, 2007 | Corporate Bond | AAA | Korea Information Service Inc., National | |
| Information & Credit Evaluation Inc., Korea | ||||
| Ratings Corporation | Regular |
2. History
- Major Changes in Management
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| Before Change (February 29, 2008) | After Change (March 6, 2009) | ||||
|---|---|---|---|---|---|
| Title or | Title or | ||||
| Name | position | Name | position | ||
| Joong-Su Nam | President and CEO | Suk Chae Lee | President and CEO | ||
| Standing Directors | Jong Lok Yoon | Director | Standing Directors | Sang Hoon Lee | Director |
| Jeong Soo Suh | Director | Hyun-Myung Pyo | Director | ||
| Jeong Ro Yoon | Audit Committee Member | Jeong Suk Koh | | ||
| Kon Sik Kim | | Si-Chin Kang | Audit Committee Member | ||
| Do Hwan Kim | Audit Committee Member | In-Man Song | Audit Committee Member | ||
| Outside Directors | Jong Kyoo Yoon | Audit Committee Member | Outside Directors | Joon Park | Audit Committee Member |
| Paul C. Yi | | E. Han Kim | Audit Committee Member | ||
| Jeong Suk Koh | | Choon Ho Lee | | ||
| Gyu Taeg Oh | Audit Committee Member | Jeung Soo Huh | |
- At the annual general meeting of shareholders held on March 27, 2009, our shareholders resolved to amend our articles of incorporation to add KT Freetels business purposes, including frequency-based telecommunication services and new and renewable energy and energy generation business (to pursue new growth opportunities in the alternative energy industry), to the list of our business purposes.
3. Change in Capital
A. Increase (decrease) status
(Unit: Won, share)
| Date of share — issuance | Details of change | ||||
|---|---|---|---|---|---|
| Price | |||||
| per | |||||
| Type | Number | Par value | share | Note | |
| June 2, 2009 | Common | 700,108 | 5,000 | 5,000 | New issuance as a result of the merger with former KT Freetel |
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| * | The company has issued 700,108 new shares as a result of the merger with former KT Freetel, which
increased its capital by approximately Won 3.5 billion. |
| --- | --- |
| ** | The date of issuance is the date of the merger (June 1, 2009) |
(Unit: Won)
| Type — Capital | 1,560,998,295,000 | 3,500,540,000 | 1,564,498,835,000 |
|---|---|---|---|
4. Total Number of Shares and Others
A. Total Number of Shares
(As of November 13, 2009) (Unit: shares)
| Category | Type of Shares — Common Shares | Total |
|---|---|---|
| I. Total Number of Authorized Shares | 1,000,000,000 | 1,000,000,000 |
| II. Total Number of Issued Shares | 312,899,767 | 312,899,767 |
| III. Total Number of Shares Reduced | 51,787,959 | 51,787,959 |
| 1. Reduction of Capital | | |
| 2. Share Retirement | 51,787,959 | 51,787,959 |
| 3. Redemption of Redeemable Shares | | |
| 4. Other | | |
| IV. Current Number of Issued Shares (II III) | 261,111,808 | 261,111,808 |
| V. Number of Treasury Shares | 26,368,562 | 26,368,562 |
| VI. Current Number of Issued and Outstanding Shares | 234,747,223 | 234,747,223 |
- Total number of treasury shares includes 8,453,222 shares that have been escrowed with the Korea Depositary Service (KDS) to provide for the exchange of exchangeable bonds (EB) that we have issued. Excluding treasury shares escrowed with KDS, the company has 17,915,340 treasury shares.
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B. Acquisition and Disposal of Treasury Shares
(1) Acquisition and Disposal of Treasury Shares
(As of November 13, 2009) (Unit: shares)
| Method of | Beginning of | Acquisition | Disposition | Retirement | |||
|---|---|---|---|---|---|---|---|
| Acquisition | Type | Term | (+) | (-) | (-) | End of Term | |
| Direct Acquisition | |||||||
| pursuant to Article | |||||||
| 165-2 of the | |||||||
| Financial | |||||||
| Investment Services | |||||||
| and Capital Markets Act (FSCMA) | Common Share | 70,241,234 | 2,594 | 70,238,640 | |||
| Preferred Share | | | | | | ||
| Direct Acquisition | |||||||
| for Reasons other | |||||||
| than Article 165-2 of the FSCMA | Common Share | | 13,624,232 | 45,629,480 | 13,124,000 | (45,129,248 | ) |
| Preferred Share | | | | | | ||
| Subtotal | Common Share | 70,241,234 | 13,624,232 | 45,632,074 | 13,124,000 | 25,109,392 | |
| Preferred Share | | | | | | ||
| Indirect | |||||||
| Acquisition (e.g. Trust Contract) | Common Share | 1,259,170 | | | | 1,259,170 | |
| Preferred Share | | | | | | ||
| Total | Common Share | 71,500,404 | 13,624,232 | 45,632,074 | 13,124,000 | 26,368,562 | |
| Preferred Share | | | | | |
- Details of the change in our treasury shares are as follows:
1) Acquisition of treasury shares (13,620,255 shares)
-
March 10~April 17, 2009: Direct acquisition of shares for share retirement (13,124,000 shares)
-
May 15, 2009: Acquisition of appraising shares in relation to merger (451,038 shares)
-
July 7, 2009: Acquisition of fractional shares (45,217 shares)
-
September 23, 2009 : Acquisition of appraising shares in relation to the merger between former KTF and former ICOM (7 shares)
-
October 7, 2009 : Acquisition of appraising shares in relation to the merger between former KTF and former ICOM (15 shares)
-
October 16, 2009 : Acquisition of appraising shares in relation to the merger with former KTF (after withdrawing requests to court for an adjustment of the appraisal price 3,955 shares)
2) Disposal of treasury shares (45,632,074 shares)
-
March 3, 2009: Performance based payments to members of the Board of Directors (2,594 shares)
-
June 22, 2009: Disposal of shares in exchange for KTF shares (45,629,480 shares)
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3) Retirement of treasury shares (13,124,000 shares)
- April 22, 2009: Retirement of shares (13,124,000 shares)
5. Voting Rights
(As of November 13, 2009) (Unit: Shares)
| Category — Total Issued Shares (A) | Common Share | 261,111,808 | Note — |
|---|---|---|---|
| Preferred Share | | ||
| Shares without Voting Rights (B) | Common Share | 26,371,816 | Treasury shares |
| Preferred Share | | ||
| Shares with Restricted Voting Rights | |||
| under the Stock Exchange Act and | |||
| Other Laws (C) | | | |
| Shares with Reestablished Voting | |||
| Rights (D) | | | |
| Shares with Exercisable Voting Rights | Common Share | 234,739,992 | |
| (E = A B C + D) | Preferred Share | |
(1) Shares without voting rights under the Korean Commercial Code: (i) 26,368,562 shares, including treasury shares and shares held through treasury stock funds and (ii) 3,254 cross-holding shares.
6. Matters on Dividends and Others
A. Matters on Dividends
Our shareholder return policy is to pay our shareholders at least 50% or more of the adjusted net profit of the current term (through cash dividends and/or acquisition of treasury stock, etc.).
B. Dividends Paid during the Past Three Fiscal Years
| First Three | |||
|---|---|---|---|
| Quarters of | |||
| Category | 2009 | 2008 | 2007 |
| Par Value per Share (Won) | 5,000 | 5,000 | 5,000 |
| Net Profit of the | |||
| Current Term (in | |||
| millions of | |||
| Won) | 947,036 | 449,810 | 957,623 |
| Net Profit per | |||
| Share (Won) | 4,429 | 2,217 | 4,635 |
| Year-end Cash | |||
| Dividend (in | |||
| millions of Won) | | 226,280 | 407,374 |
| Year-end Share | |||
| Dividend | |||
| (in millions of Won) | | | |
| Cash Dividend | |||
| Propensity (%) | | 50.3 | 42.5 |
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| Quarters of | ||||
| Category | 2009 | 2008 | 2007 | |
| Rate of Return on Cash Dividend (%) | Common Share | | 2.9 | 4.1 |
| Preferred Share | | | | |
| Rate of Return on Share Dividend (%) | Common Share | | | |
| Preferred Share | | | | |
| Cash Dividend per Share (Won) | Common Share | | 1,120 | 2,000 |
| Preferred Share | | | | |
| Share Dividend per Share (Share) | Common Share | | | |
| Preferred Share | | | |
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II. Details of Business
1. Overview
A. Present Conditions of the Industry
(1) Characteristics of the Industry
Current markets for fixed line telephones, broadband Internet and mobile communications in Korea have reached their maturity. With technical advances and changes in customer demands, the communications industry has recently been moving toward convergence between different technologies and industries, such as convergence between fixed-lined communications and mobile communications and between the telecommunications industry and the broadcasting industry. These converged media businesses, represented by IPTV, opens up new opportunities for telecommunications carriers as they bridge telecommunications and broadcasting industries. In the mobile communications market, the transition to 3G will become a turning point in shaping a new competitive landscape, replacing the existing competition in the 2G market. In the saturated communications market, increasing customer value has become increasingly more important as fixed-line communications carriers not only offer integrated services such as the TPS (or Triple Play Service) or QPS (or Quadruple Play Service), but also recently began offering FMC (or Fixed Mobile Convergence) in a continuous effort to offer additional benefits to their customers.
(2) Growth of the Industry
(Unit: 1,000 persons)
| December | December | December | December | December | September | |
|---|---|---|---|---|---|---|
| Category | 31, 2004 | 31, 2005 | 31, 2006 | 31, 2007 | 31, 2008 | 30, 2009 |
| Broadband Internet | ||||||
| Subscribers | 11,921 | 12,191 | 14,043 | 14,710 | 15,475 | 16,041 |
| Local Telephone | ||||||
| Subscribers | 22,871 | 22,920 | 23,119 | 23,130 | 22,132 | 20,554 |
| Mobile Phone | ||||||
| Subscribers | 36,586 | 38,342 | 40,197 | 43,498 | 45,607 | 47,071 |
| * | From 2004 to 2007, data was provided by the Ministry of Information and Communication
(www.mic.go.kr). |
| --- | --- |
| * | Data as of December 31, 2008 was provided by the Korea Communications Commission (www.kcc.go.kr). |
| * | Data for Broadband Internet Subscribers is as of the end of August 2009. |
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(3) Characteristics of Market Fluctuations
The demand for communications services does not fluctuate greatly as such services are regarded as a necessity in modern life. However, if the Korean economy slows and continues to do so in the future, it could have an adverse impact on KTs business activities.
(4) Competition
(a) Competing Companies
| | Local calls: SK Broadband, LG Dacom, etc. |
|---|---|
| | Long distance calls: LG Dacom, Onse Telecom, SK Broadband, SK Telink, etc. |
| | International calls: LG Dacom, Onse Telecom, SK Broadband, SK Telink, etc. |
| | Broadband Internet: SK Broadband, LG Powercom, LG Dacom, Service Operators (including |
| cable television, relay wired broadcasting operators), etc. | |
| | Mobile communications: SK Telecom, LG Telecom, etc. |
| | Internet telephones using Internet Protocol (VoIP): SK Broadband, SK Networks, SK |
| Telink, Samsung Networks, LG Dacom, LG Powercom, Korea Cable Telecom, etc. | |
| | IPTV: SK Broadband, LG Dacom |
| | Mobile Internet (WiBro service): SK Telecom |
(b) Market Entry Requirements
| | Communication service providers: business operations must be approved by the Korea
Communications Commission |
| --- | --- |
| | Specific telecommunications service providers: registration is required |
| | Value-added telecommunications service providers: reporting is required |
(c) Factors of Competition : service fees, product quality, brand value and competitiveness of the distribution network.
(5) Relevant Laws and Government Regulations
(a) Relevant Laws
| | Telecommunications policy-related laws |
|---|---|
| - Telecommunications Basic Act, Telecommunications Business Act, etc. | |
| | Radio and broadcasting policy-related laws |
| - Radio Regulation Law | |
| | Informatization related laws |
| - Promotion of Information and Communication Basic Act, etc. | |
| | Broadcast related laws |
| - Broadcasting Law, etc. | |
| | Others |
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- Internet Multimedia Broadcasting Business Law (IP-TV related)
(b) Government Regulations
The Korea Communications Commission is responsible for managing the convergence between broadcasting and communications, as well as assuring their independence and their role of providing public service. The commission is also responsible for issuing relevant licenses, permits, approvals, policy enactments and other matters relating to the promotion of broadcasting and communications and the enhancement of their global competitiveness.
B. Current Status of KT
(1) Operations Outlook and Classification of Business
(a) Operations Outlook
The Korean communications market is currently experiencing slow growth as leading services, including fixed-line telephones, broadband Internet and mobile communications, have reached maturity, caused in part by intense competition in the industry. We are no exception to this industry trend as our local telephone, QOOK Internet broadband Internet access and mobile services are all facing difficult business climates due to: (i) increase in fixed-to-mobile substitution trend and the increasing popularity of VoIP market; (ii) aggressive marketing and price cutting measures from competitors of broadband Internet access service providers; and (iii) a mobile market environment in which competitive elements have become diversified as service providers not only compete with handset subsidies but also on tariffs, handsets and convergent services.
Despite the unfavorable environment, we have made company-wide efforts to reduce costs based on quality management and treatment of customer value innovation as our top priority. We have launched a new brand QOOK, for all the telecommunication services that we provide to our household customers, in order to establish an easier and efficient communication channel with our customers.
As of the end of September 2009, we had approximately 6.8 million broadband Internet subscribers, approximately 18.6 million local telephony subscribers (including ISDN subscribers and group telephony) and approximately 14.9 million KT mobile subscribers.
In the future, we plan to promote various rate plans to address different customer calling patterns, as well as promote bundled-services (economic efficiency), reiterate value of the fix-line (well-being) and promote digital Ann phone (convenience) in our fixed-line telephone business and provide differentiated VoIP services to address the proliferation of internet phones.
In the broadband Internet arena, we will aim to improve customer value from the viewpoint of our customers with continued provisions of the FTTH (Fiber-To-The-Home) services. As for our mobile business, we will focus on continuously expanding the subscriber base of our long-term subscription program Show-King Sponsor, which provides differentiated handset subsidies and usage charge discounts, in order to achieve marketing cost effectiveness and provide actual cost reduction benefits to our customers.
We plan to further expand our wireless broadband Internet access service business, or SHOW WiBro, to the greater Seoul metropolitan area and will aim to become a leader in the Mobile 2.0 era, the next generation of two-way communication mobile environment.
In addition, our IPTV business will focus on actively catering to the TV portal market through its QOOK TV service and, in the long term, by pursuing a leadership position in the broadcasting convergence market.
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We will also aim to expand our market share by enhancing our network-based care services, offering on- and off-line total solutions while expanding our bizmeka services to address individual needs, such as medical and education services.
In particular, we will strive to combine our collective resources and diverse service offerings to periodically develop and introduce new package of services that we believe will provide a new growth momentum for us.
(b) Operations Subject to Disclosure
KTs main area of business is the telecommunications sector under the Korea Standard Industry Code.
(2) Market Share
| Market Share for Each Term (%) | |||||
|---|---|---|---|---|---|
| First Three | |||||
| Quarters | |||||
| of 28th | |||||
| Fiscal | 27th Fiscal | 26th Fiscal | 25th Fiscal | ||
| Year | Year | Year | Year | ||
| Category | Operator | (2009) | (2008) | (2007) | (2006) |
| Local Telephone | KT | 90.2 | 89.8 | 90.4 | 92.1 |
| (On the Basis of | |||||
| Number of | |||||
| Subscribers) | SK Broadband | 8.1 | 8.7 | 8.8 | 7.5 |
| LG Dacom | 1.7 | 1.5 | 0.8 | 0.4 | |
| Long Distance | |||||
| Telephone | KT | 86.2 | 85.2 | 85.4 | 85.6 |
| (On the Basis of | |||||
| Number of | |||||
| Subscribers) | LG Dacom | 3.4 | 3.7 | 3.9 | 4.8 |
| Onse Telecom | 1.6 | 1.7 | 1.8 | 2.1 | |
| SK Broadband | 6.8 | 7.8 | 7.4 | 6.1 | |
| SK Telink | 1.9 | 1.6 | 1.5 | 1.4 | |
| Mobile | KT | 31.3 | 31.5 | 31.5 | 32.1 |
| (On the Basis of | |||||
| Number of | |||||
| Subscribers) | SK Telecom | 50.6 | 50.5 | 50.5 | 50.4 |
| LG Telecom | 18.1 | 18.0 | 18.0 | 17.5 | |
| Broadband Internet | |||||
| Subscriber | KT | 42.2 | 43.4 | 44.3 | 45.2 |
| (On the Basis of | |||||
| Number of | |||||
| Subscribers) | SK Broadband | 23.6 | 22.9 | 24.9 | 25.7 |
| LG Powercom | 15.3 | 14.1 | 11.7 | 8.6 | |
| Service Operators | 17.7 | 19.6 | 17.5 | 16.6 |
-
In 2006 and 2007, data was provided by the Ministry of Information and Communication (www.mic.go.kr).
-
In 2008, data was provided by the Korea Communications Commission (www.kcc.go.kr).
-
Data for broadband Internet market share for the 3rd quarter of 2009 is as of the end of August 2009.
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(3) Market Characteristics
Our local telephone business provides universal services for homes and businesses, and despite increased marketing efforts by competitors, we maintained approximately 90.2% of the market share as of the end of September, 2009. Although Public Switched Telephone Network (PSTN) sales and the number of PSTN subscribers are on a gradual decline due to the increased use of mobile phones over traditional phones and the advancement of VoIP services as well as the expansion of local number portability, we are committed to fending off a further decline in sales by (i) increasing Average Revenue per User (ARPU) through sales of additional services, (ii) increasing customer satisfaction by offering optional calling plans and (iii) retaining existing customers through customer relationship management activities.
As for broadband Internet, we are seeking to improve our ARPU by providing competitive rates for our high-quality products, aided by the reorganization of our product lineup. We are the leader in terms of both speed and quality in a market with intense price competition, mostly through our dominance in supplying FTTH services. Our ultimate goal is to be a market leader in offering next generation services, such as IPTV, through achieving 100 mega-bites access for ordinary households.
As for the mobile services, despite facing a slow growing and highly competitive market for attracting new customers, we are continuously focusing on expanding our customer base by attracting new subscribers for our bundled services and Show King Sponsor program.
(4) Status and Forecast of New Business
In order to overcome present market obstacles of growth limits of the voice business market and the sluggish growth of the broadband Internet access services, we have been actively involved in developing a wide range of new businesses with growth prospects.
We aim to create a digital entertainment world that will enrich our customers lives through a ubiquitous environment which can be accessed through various terminals anytime anywhere; to offer customers convenience solutions that they may freely use without the time or location limitations, and to offer business solutions necessary to raise corporate efficiency and competitiveness. By excelling in these new business areas, we strive to become a company that accomplishes customer value innovation while realizing our customers objectives.
Our SHOW WiBro (Wireless Broadband and mobile Internet) operation enables portable broadband Internet access services, allowing universal Internet access with high transmission speeds through personal handsets or laptop computers. WiBro was first commercialized in the world using Korean technology, and we successfully provided commercial WiBro services in limited areas in 2006. Since April 2007, we have actively been seeking to provide WiBro services in the Seoul area, including various major buildings and university campuses in the Seoul metropolitan area. In October 2008, WiBro service in the Seoul metropolitan area was extended to 19 neighbouring cities with approximately twice the service speed as before.
Currently, anyone may utilize SHOW WiBro services with ultra-mobile PC (UMPC), smart phone-type WiBro phones, Portable Media Players, navigation devices or Dongle, a USB
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device that can be connected to any laptop computer. In addition, through the wireless sharing device egg, which was launched at beginning of this year, customers can enjoy SHOW WiBro through a greater variety of Wi-Fi devices. We will continue to try and expand our array of digital devices that are compatible with WiBro services.
We will promote a mobile culture for our customers through SHOW WiBro, which shall offer not only the basic Internet access function but also other individually tailored services, such as combined webmail, two-way visual communications, remote controlled home computers, information services linked with real-time search functions and mobile UCC to its users. Through SHOW WiBro, we aim to lead the Mobile 2.0 generation, the next-generation mobile environment, by accelerating the introduction of new bundled services that utilize mobile 3G technology.
The QOOK&SHOW launched in September 2009 is our mobile converged service. QOOK&SHOW, which provides WCDMA and Wi-Fi services to a single handset, allow subscribers to use mobile services at a low price. The service enables WCDMA to be used outdoors, while VoIP and data services can be used indoors through Wi-Fi technology. KT expects to enhance customers convenience, reduce tariffs and promote the mobile internet data market by launching three FMC handsets, including a handset with triple module capabilities -(WCDMA, Wi-Fi and WiBro)- by the end of the year. Similar to voice communication being our past growth engine for our mobile service, we believe that mobile Internet data services will become our new growth engine for the mobile service. In order to promote mobile Internet data usage, we plan to reduce mobile Internet data tariffs, develop new handsets and expand the distribution of mobile Internet data software through the promotion of an open market platform. In addition, in an effort to achieve our vision of Convergence-based Global IT Leader, we plan to continuously promote innovative convergence businesses by converging services and contents in our four screens (mobile, broadband, IPTV and VoIP phone) and expanding our home network services.
IP-TV is a service that integrates telecommunications and broadcasting services, brought about by the acceleration in the development of broadband Internet network and multimedia contents in the era where traditional industries converge. IP-TV is a service that provides traditional Internet services, such as information searches, games, message exchanges, and shopping with VOD (Video on Demand) services, which allow users to watch a variety of contents, such as movies, dramas and educational programs, at any time.
From the second half of 2007 to October of 2008, only non-real time VOD services and interactive services were provided due to regulatory restrictions. However, after the passing of the Korean Internet Multimedia Broadcasting Business Law by the National Assembly in December 2007 and the granting of the IP-TV business license to KT on September 8, 2008, we have been able to provide enhanced IP-TV service, including real-time broadcasting starting November 17, 2008 for the first time in Korea. We are taking every step to provide new services such as providing nationwide QOOK TV services starting January 9, 2009, and expanding our real-time broadcasting channels up to 72 channels on July 20, 2009. By providing real IP-TV services, we will promote the convergence in telecommunications and broadcasting and grow as a digital entertainment company. In particular, we plan to minimize social and cultural gaps
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within the society, improve the quality of life and ultimately improve national competitiveness by (i) encouraging our customers to use media more actively, (ii) establishing an environment that promotes telecommunications related industry including contents, set-top-box (STB) and platform equipment productions, (iii) developing a business model that involves public institutions such as public schools and military and (iv) developing media-poor areas.
Our Internet phone service provides competitive voice transmission services and differentiated video communication services in order to maintain our existing fixed-line customer base and to also attract new customers. In the third quarter of the year, we focused on promoting our voice transmission service and secured 1.4 million subscribers as of September 2009. In the video communication service arena, we are gradually expanding our customer base by simultaneously targeting mass customers and high-income customers by promoting two distinctive device lineups: economic(4-inch LCD) and prestige(7-inch LCD). Marketing leverage is achieved by bundling voice transmission service with our PSTN and QOOK Internet services as well as by securing customer base through our subscription agreement policies. In particular, increase in service usage is expected from the PSTN+VoIP bundling customers who are provided with an additional VoIP device that is very user-friendly. In the video communication service arena, we are focusing on (i) securing new applications and providing improved services by analyzing our customers content usage patterns and (ii) realizing bulk sales of our prestige 7-inch LCD phones to large scale customers (e.g. apartment, residence complex) as well as to customers who would be interested in the contents provided (e.g. English education and BGM for stores). Our QOOK Internet phone service, in line with its role as a major telecommunication carrier, is striving to expand the future telecommunication market by creating new markets through the development of new and diversified services.
We believe that our new businesses will not only bring about new sources of revenue for the company, but will also assist us to maintain our existing fixed-line market share as well as promote our competitiveness in the broadband Internet service market. By leveraging on our past success, we intend to continue to develop and nurture new businesses so that we can become a pioneer in the areas of fixed-line to mobile consolidation, convergence of communications, broadcasting and home appliances and cross-industry convergence.
The statements included in above section are based on our forecasts and are offered for the sole purpose of providing a better understanding of the companys current state. Consequently, investors must not rely solely on our forecasts when making their investment decisions.
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(5) Organization Chart
C. Matters related to products (1) Status of main products
(Unit: in millions of Won)
| Items — Internet Connection | Product/service — Broadband internet | Main brand — QOOK internet | 1,474,991 (13.2 | %) |
|---|---|---|---|---|
| Internet Application | IDC | Bizmeka | 315,484 (2.8 | %) |
| Data | Dedicated leased line | KT | 1,127,524 (10.1 | %) |
| Telephone | Fixed-line service | KT | 2,747,910 (24.6 | %) |
| LM | Fixed-line service | KT | 887,693 (8.0 | %) |
| Wireless | Mobile | SHOW | 2,571,055 (23.0 | %) |
| System Integration | SI | KT | 157,528 (1.4 | %) |
| Real Estate | Lease, development | | 210,205 (1.9 | %) |
| Sales of goods | SHOW handset sales | SHOW | 1,644,397 (14.7 | %) |
| Others | Others | | 21,743 (0.2 | %) |
| Total | 11,158,530 (100.0 | %) |
- In accordance with Korean GAAP, the financial results of former KT Freetel are reflected for the four months from June 2009 to September 2009.
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2. Capital Expenditure
A. Capital Expenditure (First Three Quarters of 2009)
(Unit : hundred million Won)
| Cumulative | Investment | Total — Investment | |||
|---|---|---|---|---|---|
| Type of | Effect of | Investment | (Third | (2009 | |
| Business Unit | Investment | investment | (2005~2008) | quarter) | cumulative) |
| Internet business | WiBro, XDSL equipment | Address demands and | |||
| enhancement of | |||||
| competence | 27,827 | 1,704 | 2,614 | ||
| Fixed-line business | Maintenance of | ||||
| fixed-line | |||||
| facilities | Address demands | 5,790 | 429 | 668 | |
| Mobile business | Maintenance of | ||||
| mobile phone | |||||
| facilities | Address demands | 31,879 | 1,770 | 4,326 | |
| Data business | ATM, dedicated | ||||
| leased line | |||||
| equipment and | |||||
| others | Address demands | 13,428 | 1,837 | 2,662 | |
| Telecommunication infrastructure | Transmission, cable | ||||
| tunnels, power | |||||
| facilities and | |||||
| others | Address demands and | ||||
| infrastructure | |||||
| upgrade | 34,240 | 2,427 | 3,828 | ||
| Facilities and | |||||
| others | R&D, wireline, IT | ||||
| facilities and | |||||
| others | Address demands and | ||||
| management | |||||
| efficiency | 12,963 | 485 | 773 | ||
| Total | 126,127 | 8,652 | 14,871 |
- Capital expenditures of KT and former KT Freetel are presented on a combined basis.
B. Capital Expenditure Plans
(Unit : hundred million Won)
| Business Unit | Details | Type of Investment | |
|---|---|---|---|
| Internet business | - Expansion of | ||
| internet facilities | WiBro, XDSL equipment | 7,484 | |
| - Expansion of new | |||
| business facilities | |||
| such as WiBro and | |||
| IP-TV | |||
| Fixed-line business | - Expansion of | ||
| fixed line | |||
| facilities | Maintenance of | ||
| fixed-line | |||
| facilities | 1,752 | ||
| - Network upgrade (PSTN à IP based) |
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| Business Unit | Details | Type of Investment | |
|---|---|---|---|
| Mobile business | - Expansion of | ||
| mobile facilities | Maintenance of | ||
| mobile phone | |||
| facilities | 7,907 | ||
| - Expansion of CDMA | |||
| coverage | |||
| Data business | - Expansion of ATM, | ||
| dedicated leased | |||
| line facilities | ATM, dedicated line | ||
| equipment and others | 3,185 | ||
| Telecommunication infrastructure | - Expansion of | ||
| infrastructure | |||
| facilities | Transmission, cable | ||
| tunnels, power | |||
| facilities and | |||
| others | 9,130 | ||
| - Expansion of | |||
| buildings and | |||
| others | |||
| Facilities and | |||
| others | - Facility | ||
| expansion of IT | |||
| service and U-City | |||
| business | R&D, wireline, IT | ||
| facilities and | |||
| others | 2,569 | ||
| - Expansion of | |||
| management | |||
| facilities | |||
| Total | 32,027 |
The statements included in the above are based on our forecasts and are offered to provide a better understanding of the companys current state only. Consequently, investors must not rely solely on our forecasts when making their investment decisions.
3. Matters Related to Revenue
A. Performance in Terms of Revenue
(Unit: in millions of Won)
| First Three | |||
|---|---|---|---|
| Quarters of 28th | |||
| Fiscal Year | |||
| (For the Nine | |||
| months ended | |||
| September 30, | 27th Fiscal Year | 26th Fiscal Year | |
| Items | 2009) | (2008) | (2007) |
| Internet Connection | 1,474,991 | 2,129,900 | 2,118,670 |
| Internet Application | 315,484 | 540,620 | 389,884 |
| Data | 1,127,524 | 1,650,127 | 1,627,923 |
| Telephone | 2,747,910 | 3,984,520 | 4,184,668 |
| LM | 887,693 | 1,393,605 | 1,597,203 |
| Wireless | 2,571,055 | 1,563,999 | 1,511,452 |
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| First Three | |||
|---|---|---|---|
| Quarters of 28th | |||
| Fiscal Year | |||
| (For the Nine | |||
| months ended | |||
| September 30, | 27th Fiscal Year | 26th Fiscal Year | |
| Items | 2009) | (2008) | (2007) |
| System Integration | 157,528 | 248,425 | 260,555 |
| Real Estate | 210,205 | 245,840 | 218,182 |
| Sales of goods | 1,644,397 | 855,145 | 744,535 |
| Others | 21,743 | 27,799 | 27,845 |
| Total | 11,158,530 | 11,784,834 | 11,936,382 |
B. Routes and Methods of Sales
(1) Marketing Organizational Structure
Internal distribution channel: Regional Business Unit (18), district/branch offices (326), customer center (1) and online (1)
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External distribution channel: sales agencies (445), specialty stores (68), specific service provider (17), SHOW stores (2,500, including 143 KT M&S stores) and affiliate channels (50)
(2) Sales Path
| | Branch offices offer sales of products and customer services. |
|---|---|
| | Sales of products and subscription to services through sales agencies: sales agencies, |
| agency stores, specialty stores, specific service providers, KTF SHOW stores, and | |
| affiliates. | |
| | Subscription to products and services through the Internet (www.qook.co.kr). |
| | Attracting new subscribers and increasing cross-sales through business sales |
| agreements. | |
| | Utilizing distribution routes through alliance with other businesses. |
(3) Methods and Conditions of Sales
(a) Sales Methods
| | Service fees are paid in cash (wire transfer, direct bank transfer and credit cards).
Fixed and wireless telephone services are operated on a unit pricing system or partial
flat rate system and broadband Internet access service are operated on a flat rate
system. |
| --- | --- |
| | Sale of terminals may involve installment payments. |
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| | Rental of terminals is charged on a monthly basis, and a discounted rate is applied
during the contract period. |
| --- | --- |
| | Distribution fee is comprised of acquisition and retention fee |
(b) Conditions for Sales
Discount of Service Fees in accordance with the Subscription Period
| Category | 1 Year | 2 Years | 3 Years | 4 Years |
|---|---|---|---|---|
| QOOK Internet | 5% | 10% | 15% | 20% (limited to Special) |
| KORNET (Express/Premium) | 5% | 10% | 15% | |
| QOOK TV (Live/VOD) | 5% | 10% | 20% | |
- Additional discounts available for subscribers who have used the following services for at least 3 years
| Category | After 3 Years | After 4 Years | After 5 Years | Other |
|---|---|---|---|---|
| QOOK Internet | 2% | 3% | 5% | |
| KORNET | 2% | 3% | 5% | |
| (Express/Premium) | (When subscribers sign up for an additional 1 year agreement) | (When subscribers sign up for an additional 2 year agreement) | (When subscribers sign up for an additional 3 year agreement) | When subscribers enter into an additional agreement |
Package Discounts
| 1. QOOK Internet
plus
SHOW | QOOK Internet | SHOW |
| --- | --- | --- |
| | 3% to 10% additional
discount for service fees
according to agreement
terms | 10% discount for monthly service fees (5% for QOOK
Internet subscriptions without long-term discount agreements) |
| 2. QOOK Internet
plus KT
WIBRO | QOOK Internet | KT WIBRO |
| | 3% to 10% additional
discount for service fees
according to agreement
terms | None (instead, NESPOT
family provided free of
charge) |
| 3. QOOK
Internet
plus QOOK TV | QOOK Internet | QOOK TV |
| | 3% to 10% additional
discount for service fees
according to agreement
terms | 3% to 10% additional
discount for service fees
according to agreement
terms |
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Discounts for Multiple Leased-Lines Subscriptions
- Local Leased-Line
| Category | 30,001 to 40,000 — lines | 40,001 to 60,000 — lines | Above 60,001 — lines | Note |
|---|---|---|---|---|
| Discount Rate | 4% | 5% | 6% | Limited to Circuits below Low-Speed (300 bps) Level |
- Long Distance Leased-Line
| Category — Discount Rate | 5 % | 10 % | Note — |
|---|---|---|---|
- Please refer to the explanations for each service provided on their respective websites or the relevant terms and conditions for further details.
(4) Sales Strategy
(a) Broadband Internet Service
Strengthen competitiveness by enhancing both quality and speed of FTTH offerings
Satisfy a diverse range of customer needs and provide differentiated services through development and offering of additional QOOK Internet services
Promote specialized high-quality products and increase sales through up-selling and retention of existing customers
(b) WiBro Service
Improve distribution networks and strengthen handset design and service offerings
Promote interactive stores and pursue target marketing at WiBro U-Campus, laptop rental businesses and securities companies.
Stimulate early market interest through promotional rate plans and package products
(c) IPTV Service
Sell VOD-based QOOK TV products to QOOK Internet customers nationwide
Expand client base by offering free set-top box rentals (with a 3 year subscription contract) and opportunities to experience KT services
Increase synergy, such as cross-selling and customer retention, through promotion of bundling products with QOOK Internet
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(d) Data Service
| | Enhance customer value by offering high-quality exclusive networks that are stable and
unique |
| --- | --- |
| | Offer customized services through professional consulting |
(e) Telephone Service
| | Focus on retaining local call subscriber base by preventing LNP transfers and
cancellations |
| --- | --- |
| | Increase sales efficiency by target marketing based on analyses of customers usage
patterns |
Promote customer loyalty with care programs designed specifically for each customer, and by developing services based on specific customer needs
Retain existing customers and effectively compete with Internet telephone companies through optional calling plans and development of package products
(f) Mobile Service
Increase customer benefits through promotion of Show King Sponsor program
Improve sales competitiveness by servicing high-end handsets and diversifying service plans
Become a leader in the 3G mobile (WCDMA) market by strengthening our distribution structure and diversifying our sales channels
Increase revenue from our mobile data communication business through the expansion of trial services and promotion of new strategic products
Focus on customer retention by engaging in care activities for preferred customers
Increased revenue through implementation of customer benefit programs primarily to long-term preferred customers
Continuously secure competitive advantage in the 3G mobile market through (i) achieving differentiated positioning in the market (ii) providing superior core services to customers and (iii) providing competitive handset lineups
(g) Bundling Service
Retain existing customers by developing and promoting new QOOK Internet-based package products and recruiting new clients for services such as SHOW WiBro and SHOW
Promote customer retention through continued development and sale of package products of major services
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4. Research and Development Activities
A. Research and Development costs
(Units : in millions of Won)
| First Three | ||||
|---|---|---|---|---|
| Quarters of | ||||
| Category | 2009 | 2008 | 2007 | Notes |
| Raw material | | | | |
| Labor cost | 43,320 | 69,256 | 65,478 | |
| Depreciation | 44,030 | 51,637 | 49,524 | |
| Commissions | 705 | 14,027 | 20,239 | |
| Others | 90,755 | 214,263 | 236,605 | |
| Total R&D costs | 178,810 | 349,183 | 371,846 | |
| Accounting treatment | ||||
| Research and | ||||
| ordinary | ||||
| development costs | 154,598 | 251,141 | 260,445 | |
| Development cost | ||||
| (intangible asset) | 24,212 | 98,042 | 111,401 | |
| Percentage of R&D | ||||
| costs over revenue | 1.60 % | 2.96 % | 3.12 % | |
5. Other Matters Necessary for Making Investment Decisions
A. Status of patents
As of September 30, 2009, we held 5,253 registered patents domestically and 404 registered patents internationally.
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III. Financial Information
1. Summary of Financial Statements (Non-Consolidated)
(Unit: in millions of Won)
| Classification | As of Sept. — 30, 2009 | 31, 2008 | 31, 2007 | 31, 2006 | 31, 2005 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Current Assets | 6,713,075 | 3,778,105 | 3,310,412 | 3,239,188 | 3,418,917 | |||||
| -Quick Assets | 6,188,865 | 3,610,564 | 3,188,309 | 3,146,206 | 3,303,033 | |||||
| -Inventory | 524,210 | 167,541 | 122,103 | 92,982 | 115,884 | |||||
| Fixed Assets | 17,316,544 | 14,906,817 | 14,606,770 | 14,723,145 | 14,517,592 | |||||
| -Investments | 1,225,535 | 3,517,906 | 3,458,580 | 3,661,067 | 3,453,071 | |||||
| -Tangible assets | 13,755,755 | 10,428,674 | 10,448,618 | 10,398,084 | 10,411,523 | |||||
| -Intangible assets | 1,173,752 | 397,046 | 439,738 | 470,782 | 443,098 | |||||
| -Other non-current | ||||||||||
| assets | 1,161,502 | 563,191 | 259,834 | 193,212 | 209,900 | |||||
| Total Assets | 24,029,619 | 18,684,922 | 17,917,182 | 17,962,333 | 17,936,509 | |||||
| Current Liabilities | 4,272,020 | 2,585,875 | 2,991,341 | 3,270,249 | 3,079,999 | |||||
| Fixed Liabilities | 9,211,425 | 7,267,158 | 6,065,948 | 6,143,004 | 6,807,214 | |||||
| Total Liabilities | 13,483,445 | 9,853,033 | 9,057,289 | 9,413,253 | 9,887,213 | |||||
| Capital | 1,564,499 | 1,560,998 | 1,560,998 | 1,560,998 | 1,560,998 | |||||
| Capital Surplus | 1,458,700 | 1,440,633 | 1,440,777 | 1,440,910 | 1,440,258 | |||||
| Capital Adjustments | (2,507,604 | ) | (3,994,736 | ) | (3,983,929 | ) | (3,817,717 | ) | (3,870,288 | ) |
| Accumulated | ||||||||||
| Comprehensive | ||||||||||
| Income | 4,620 | 10,879 | (818 | ) | 10,978 | 119,658 | ||||
| Retained Earnings | 10,025,959 | 9,814,115 | 9,842,865 | 9,353,911 | 8,798,670 | |||||
| Total Capital | 10,546,174 | 8,831,889 | 8,859,893 | 8,549,080 | 8,049,296 |
(Unit: in millions of Won)
| For the | |||||
|---|---|---|---|---|---|
| third | |||||
| quarter | |||||
| ended | For the year | For the year | For the year | For the year | |
| Sept. 30, | ended Dec. | ended Dec. | ended Dec. | ended Dec | |
| Classification | 2009 | 31, 2008 | 31, 2007 | 31, 2006 | 31, 2005 |
| Sales | 11,158,530 | 11,784,835 | 11,936,382 | 11,856,009 | 11,877,272 |
| Operating Income | 1,161,050 | 1,113,389 | 1,433,722 | 1,756,228 | 1,659,883 |
| Ordinary Income | 947,036 | 560,045 | 1,274,725 | 1,574,460 | 1,376,429 |
| Net Income | 947,036 | 449,810 | 981,967 | 1,233,449 | 1,031,810 |
| - Basic earnings | |||||
| per share | 4,429 | 2,217 | 4,753 | 5,877 | 4,877 |
| - Diluted earnings | |||||
| per share | 4,358 | 2,217 | 4,753 | 5,870 | 4,871 |
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- In accordance with Korean GAAP, the financial results of former KT Freetel are reflected for the four months from June 2009 to September 2009.
2. Summary of Financial Statements (Consolidated)
As of the end of December 31
(Unit: in millions of Won)
| Classification — Current Assets | 7,073,826 | 5,642,799 | 5,981,420 | 6,131,744 | 6,808,977 | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| -Quick Assets | 6,648,985 | 5,343,695 | 5,744,225 | 5,771,631 | 6,434,658 | |||||
| -Inventory | 424,841 | 299,104 | 237,195 | 360,113 | 374,319 | |||||
| Fixed Assets | 19,064,778 | 18,484,086 | 18,261,914 | 18,556,973 | 19,664,255 | |||||
| -Investments | 546,000 | 470,195 | 533,947 | 792,669 | 913,844 | |||||
| -Tangible assets | 15,188,631 | 15,288,002 | 15,167,429 | 15,087,032 | 15,721,455 | |||||
| -Intangible assets | 1,474,238 | 1,735,323 | 1,959,591 | 2,133,199 | 2,184,689 | |||||
| -Other non-current | ||||||||||
| assets | 1,855,909 | 990,566 | 600,947 | 544,073 | 844,267 | |||||
| Total Assets | 26,138,604 | 24,126,885 | 24,243,334 | 24,688,717 | 26,473,232 | |||||
| Current Liabilities | 5,241,028 | 5,078,621 | 5,423,115 | 4,822,341 | 8,334,490 | |||||
| Fixed Liabilities | 9,809,678 | 7,910,498 | 8,122,915 | 9,476,442 | 9,112,362 | |||||
| Total Liabilities | 15,050,706 | 12,989,119 | 13,546,030 | 14,298,783 | 17,446,852 | |||||
| Capital | 1,560,998 | 1,560,998 | 1,560,998 | 1,560,998 | 1,560,998 | |||||
| Capital Surplus | 1,440,633 | 1,440,777 | 1,292,475 | 1,389,222 | 1,291,617 | |||||
| Capital Adjustments | (3,994,736 | ) | (3,983,929 | ) | (3,817,717 | ) | (3,868,078 | ) | (3,967,270 | ) |
| Accumulated | ||||||||||
| Comprehensive | ||||||||||
| Income | 10,879 | 142 | 5,772 | (3,166 | ) | (1,782 | ) | |||
| Retained Earnings | 9,814,115 | 9,843,775 | 9,400,068 | 8,786,413 | 8,333,240 | |||||
| Minority Interest | 2,256,009 | 2,276,003 | 2,267,252 | 2,518,213 | 1,809,577 | |||||
| Total Capital | 11,087,898 | 11,137,766 | 10,697,304 | 10,389,934 | 9,026,380 |
For the years ended December 31 (Unit: in millions of Won)
| Classification — Revenues | 19,644,543 | 18,660,082 | 17,824,880 | 17,155,455 | 17,068,371 |
|---|---|---|---|---|---|
| Operating Income | 1,427,762 | 1,745,341 | 2,383,376 | 2,430,942 | 2,480,532 |
| Income from | |||||
| continuing | |||||
| operations | 513,290 | 1,096,774 | 1,509,721 | 1,365,010 | 1,431,147 |
| Net Income | 513,290 | 1,170,978 | 1,509,717 | 1,360,036 | 1,431,147 |
| Consolidated Net | |||||
| Income | 449,810 | 1,056,227 | 1,291,863 | 1,085,450 | 1,282,216 |
| Number of | |||||
| consolidated | |||||
| companies | 33 | 28 | 23 | 21 | 13 |
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IV. Auditors Opinion
1. Auditor
| Third quarter 2009 | Third quarter 2008 | 2008 | 2007 |
|---|---|---|---|
| Deloitte Anjin LLC | Deloitte Anjin LLC | Deloitte Anjin LLC | Deloitte Anjin LLC |
2. Audit (or Review) Opinion
| Term | Audit (or Review) Opinion | Issues noted |
|---|---|---|
| Third quarter 2009 | | Not Applicable |
| Third quarter 2009 | | Not Applicable |
| 2008 | Unqualified | Not Applicable |
| 2007 | Unqualified | Not Applicable |
3. Remuneration for Independent Non-Executive Auditors for the Past Three Fiscal Years
A. Audit Contracts
(Unit: in million won, hours)
| Term | Auditor | Contents | Fee | Total Hours |
|---|---|---|---|---|
| First three quarters of 2009 | Deloitte Anjin LLC | Quarterly and semi-annual review of | 2,795 | 18,260 |
| financial statements | ||||
| Semi-annual review of consolidated | ||||
| financial statements | ||||
| Non-consolidated financial statements | ||||
| audit | ||||
| Consolidated financial statements audit | ||||
| Kaesong Branch Office audit | ||||
| US GAAP financial statements | ||||
| semi-annual review | ||||
| US GAAP financial statements audit | ||||
| 2008 | Deloitte Anjin LLC | Quarterly and semi-annual review of | 2,319 | 33,858 |
| financial statements | ||||
| Semi-annual review of consolidated | ||||
| financial statements | ||||
| Non-consolidated financial statements | ||||
| audit | ||||
| Consolidated financial statements audit | ||||
| Kaesong Branch Office audit | ||||
| US GAAP financial statements | ||||
| semi-annual review | ||||
| US GAAP financial statements audit | ||||
| 2007 | Deloitte Anjin LLC | Quarterly and semi-annual review of | 1,985 | 37,000 |
| financial statements | ||||
| Semi-annual review of consolidated | ||||
| financial statements | ||||
| Non-consolidated financial statements | ||||
| audit | ||||
| Consolidated financial statements audit | ||||
| US GAAP financial statements audit |
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B. Non-audit service contracts
| Term | Date of contract | Contents | Period | Total Fee |
|---|---|---|---|---|
| 2009 | March 2009 | Review of SEC filing | ||
| documents | ||||
| (Form 20-F, annual report) | -June ~December 2009 | 45,000,000 | ||
| September 2009 | Home customer value enhancing project | - October 2009~ | ||
| January 2010 | 853,636,364 | |||
| 2008 | April 2008 | Revision of SEC filing documents | - June 2008 - January 2009 | 85,000,000 |
| 2007 | | | | |
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V. Board of Directors and Affiliated Companies
1. Overview of the Board of Directors and Committees under the Board
A. Matters on the Board of Directors
Currently our board of directors is comprised of three standing directors and seven outside directors. Also, we have established six committees within the board of directors: (i) Audit Committee, (ii) Outside Director Candidate Nominating Committee, (iii) Evaluation and Compensation Committee, (iv) Executive Committee (v) Related-party Transaction Committee, and (vi) Corporate Governance Enhancement Committee. The Board of directors can establish additional committees, if deemed necessary.
B. Major Activities of the Board of Directors
| Results | Outside Directors — Paul C. | Jeong | Si-Chin | In-Man | ||||
|---|---|---|---|---|---|---|---|---|
| Meeting | of | Yi | Suk Koh | Kang | Joon Park | Song | ||
| Order | Date | Agenda | discussion | Voting Result | ||||
| 1 | Jan. 14 | Appointment of Chairman of BOD and members of committees | Appointed | For | For | For | For | For |
| 2 | Jan. 20 | Proposal for merger with KT Freetel Co., | Original proposal approved | For | For | For | For | For |
| Proposal for of issuance of exchangeable bonds | Original proposal approved | For | For | For | For | For | ||
| Proposal for closing of books of records | Original proposal approved | For | For | For | For | For | ||
| Proposal for appointments of members of Outside Director Nominating Committee | Members appointed | For | For | For | For | For | ||
| 3 | Jan. 22 | Approval of Financial Statements of the 27th Term | Original proposal approved | For | For | For | For | For |
| Business Report of the 27th Term | Original proposal approved | For | For | For | For | For | ||
| Plan for issuance of bonds for the first half year | Original proposal approved | For | For | For | For | For | ||
| 4 | Feb. 6 | Approval on nominated candidate for standing directors | Original proposal approved | For | For | For | For | For |
| Proposal on remuneration standards and payment methods for the President and Executive Directors | Original proposal approved | For | For | For | For | For | ||
| Approval of the proposal for limit on remuneration of Directors for 2009 | Original proposal approved | For | For | For | For | For | ||
| Approval of Financial Statements of the 27th Term | Original proposal approved | For | For | For | For | For |
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| Results | Outside Directors — Paul C. | Jeong | Si-Chin | In-Man | ||||
|---|---|---|---|---|---|---|---|---|
| Meeting | of | Yi | Suk Koh | Kang | Joon Park | Song | ||
| Order | Date | Agenda | discussion | Voting Result | ||||
| Business Report of the 27th Term | Original proposal approved | For | For | For | For | For | ||
| Report on operational condition of internal accounting management system of Fiscal Year 2008 | Original proposal received | For | For | For | For | For | ||
| Convocation of Annual General Meeting of Shareholders of 27th Term | Original proposal approved | For | For | For | For | For | ||
| Report on validity of the Audit Committee | Original proposal approved | For | For | For | For | For | ||
| 5 | Feb. 24 | Proposal for amendment of articles of incorporation | Original proposal approved | Absent | For | For | For | For |
| Convocation of Extraordinary General Meeting of Shareholders | Original proposal approved | Absent | For | For | For | For | ||
| 2009 Management plan | Original proposal approved | Absent | For | For | For | For | ||
| Disposal of treasury shares for payment of long-term incentives | Original proposal approved | Absent | For | For | For | For | ||
| Proposal to withhold payment of incentives to former CEO | Original proposal approved | Absent | For | For | For | For | ||
| Report on operational condition of internal accounting management system of Fiscal Year 2007 | ||||||||
| (prepared by the Audit Committee) | Original proposal received | Absent | For | For | For | For |
- Choon-Ho Lee, E.Han Kim, Jeung-Soo Huh were newly elected as outside directors at the annual general meeting of shareholders held on March 6, 2009
| Outside Directors | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Jeong | Si- | In- | Jeung | ||||||||
| Results | Paul | Suk | Chin | Joon | Man | Choon | E.Han | -Soo | |||
| Meeting | of | C. Yi | Koh | Kang | Park | Song | -Ho Lee | Kim | Huh | ||
| Order | Date | Agenda | discussion | Voting Result | |||||||
| 6 | Mar.6, 2009 | Appointments of Chairman of BOD and members of committees | Appointed | For | For | For | For | For | For | For | For |
| Shareholder value enhancement plan | Original proposal approved | For | For | For | For | For | For | For | For |
- Paul C. Yi resigned as our outside director on March 6, 2009
| Outside Directors | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Jeong | Jeung- | |||||||||
| Results | E.Han | Suk | Si-Chin | Joon | In-Man | Choon- | Soo | |||
| Meeting | of | Kim | Koh | Kang | Park | Song | Ho Lee | Huh | ||
| Order | Date | Agenda | discussion | Voting Result | ||||||
| 7 | Mar. 27, 2009 | Proposal for equity investment to KTSC | Original proposal approved | For | Absent | For | For | For | For | For |
| Plan for amendments of BOD and committee regulations | Original proposal approved | For | Absent | For | For | For | For | For |
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| Outside Directors | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Jeong | Jeung- | |||||||||
| Results | E.Han | Suk | Si-Chin | Joon | In-Man | Choon- | Soo | |||
| Meeting | of | Kim | Koh | Kang | Park | Song | Ho Lee | Huh | ||
| Order | Date | Agenda | discussion | Voting Result | ||||||
| 8 | May 7, 2009 | Proposal for amendment of executive directors committee | Original proposal approved | For | For | For | For | For | For | For |
| Payment of long-term incentives | Original proposal approved | For | For | For | For | For | For | For | ||
| Report on statement of accounts for the first quarter of fiscal year 2009 | Original proposal received | For | For | For | For | For | For | For | ||
| Proposal for organization and operation plan of the corporate governance enhancement committee | Original proposal approved | For | For | For | For | For | For | For | ||
| 9 | May 20, 2009 | Proposal on disposal of treasury shares for the issue of EB and exchange of merger price | Original proposal approved | For | For | For | For | For | For | For |
| Proposal on classification, number and remuneration limit of executive officers | Original proposal approved | For | For | For | For | For | For | For | ||
| 10 | Jun. 1, 2009 | Report on announcement of merger completion between KT and KT Freetel | Original proposal approved | For | For | For | For | For | For | For |
| 11 | July 30, 2009 | Proposal on contribution to welfare fund for employee benefits for fiscal year 2009 | Original proposal approved | For | For | For | For | For | For | For |
| Report on statement of accounts for the first half of fiscal year 2009 | Original proposal registered | For | For | For | For | For | For | For |
C. Committees within the Board of Directors
(1) Status of committees within the Board of Directors
| Name — (As of March 6, | Purpose of Establishment | Note — (Jan.14~March | ||
|---|---|---|---|---|
| Title | Organization | 2009) | and Authority | 6, 2009) |
| Evaluation and Compensation Committee | 4 Outside Directors | 4 Outside Directors Jeong Suk Koh (Chairperson) In-Man Song Choon Ho Lee Jeung Soo Huh | Matters on management agreement with the president and assessment of president | 3 Outside Directors Jeong Suk Koh (Chairperson) Si Chin Kang In-Man Song |
| Executive Committee | 3 Standing Directors | Suk-Chae Lee (Chairperson) Sang Hoon Lee Hyun-Myung Pyo | Management and financial matters authorized by the Board of Directors | Suk-Chae Lee (Chairperson) Jeong Soo Suh Jong Lok Yoon* |
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| Name — (As of March 6, | Purpose of Establishment | Note — (Jan.14~March | ||
|---|---|---|---|---|
| Title | Organization | 2009) | and Authority | 6, 2009) |
| Related-party Transaction Committee | 4 Outside Directors | Joon Park (Chairperson) Jeong Suk Koh Choon Ho Lee Jeung Soo Huh | Internal transactions that require resolution by the Board of Directors as | |
| stipulated by the Antitrust Regulation and Fair Trade Law and Securities | ||||
| and Exchange Act | Paul C. Yi | |||
| (Chairperson) | ||||
| Jeong Suk Koh | ||||
| Joon Park | ||||
| In Man Song | ||||
| Corporate Governance Committee | 5 Outside Directors, 1 Standing Director | E.Han Kim (Chairperson), Jeong Suk Koh, | ||
| Si-Chin Kang, Joon Park, Choon Ho Lee, | ||||
| Hyun-Myung Pyo | Enhancement of corporate governance | | ||
| Outside Director Candidate Recommendation Committee | See Management and Affiliated Companies Overview of the Board of Directors and Committees under the Board Independence of Directors. | | ||
| Audit Committee | See Management and Affiliated Companies Audit Committee. | |
- resigned as of January 22, 2009
(2) Main activities of committees
(a) Evaluation and Compensation Committee
| Independent and Non-Executive Directors | |||||
|---|---|---|---|---|---|
| Jeong Suk | |||||
| Koh | Si-Chin Kang | In-Man Song | |||
| Attendance | Attendance | Attendance | |||
| Meeting | Results | 100% | 100% | 100% | |
| Date | Agenda | on discussion | Voting Result | ||
| Feb.4, 2009 | Proposal for remuneration standards and payment methods for the president and standing directors | Original proposal approved | For | For | For |
| Proposal for limit on remuneration of directors | Original proposal approved | For | For | For | |
| Results of 2008 CEO management assessment | Request for revision | Against | Against | Against | |
| Proposal for presidents management index | Conditional approval | Conditional approval | Conditional approval | Conditional approval | |
| Feb.6, 2009 | Results of 2008 CEO management assessment | Original proposal approved | For | For | For |
| Feb. 18, 2009 | Proposal for payment of long-term incentives | Original proposal approved | For | For | For |
| Proposal to withhold payment of incentives to former CEO | Original proposal approved | For | For | For | |
| Feb. 24, 2009 | 2009 CEO management goal | Original proposal approved | For | For | For |
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- On March 6, 2009, new committee members were elected (Jeong Suk Koh, In-Man Song, Choon Ho Lee, Jeung Soo Huh)
| Independent and Non-Executive Directors — Jeong Suk | In-Man | Choon Ho | Jeung Soo | |||
|---|---|---|---|---|---|---|
| Koh | Song | Lee | Huh | |||
| Attendance | Attendance | Attendance | Attendance | |||
| Meeting | Results | 100% | 100% | 100% | 100% | |
| Date | Agenda | of discussion | Voting Result | |||
| Apr. 29, 2009 | Payment of long-term incentives for fiscal year 2009 | Original proposal approved | For | For | For | For |
| Plan for assessment of fiscal year 2009 performance indexes | Original proposal approved | For | For | For | For | |
| Sept. 7, 2009 | CEO management performance for the first half of fiscal year 2009 | Original proposal received | For | For | For | For |
(b) Executive Committee
| Executive Directors — Suk-Chae | Jeong-Soo | Jong-Lok | |||
|---|---|---|---|---|---|
| Lee | Suh | Yoon | |||
| Attendance | Attendance | Attendance | |||
| Meeting | Results | 100% | 100% | 100% | |
| Date | Agenda | of discussion | Voting Result | ||
| Jan. 12, 2009 | Proposal for the establishment, relocation and closing of branch offices | Original proposal approved | | For | For |
| Feb. 16, 2009 | Plan for issuance of bonds for the first half year | Original proposal approved | For | For | |
| Feb. 24, 2009 | Plan for relocation of branch offices | Original proposal approved | For | For | |
| * | Standing director Jong-Lok Yoon resigned as of January 22, 2009. |
|---|---|
| * | On March 6, 2009, new committee members were elected (Sang Hoon Lee, Hyun-Myung Pyo). |
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| Executive Directors — Suk-Chae | Sang Hoon | Hyun Myung | |||
|---|---|---|---|---|---|
| Lee | Lee | Pyo | |||
| Attendance | Attendance | Attendance | |||
| Meeting | Results | 100% | 100% | 100% | |
| Date | Agenda | of discussion | Voting Result | ||
| May 6, 2009 | Proposal for renaming and relocation of branch offices | Original proposal approved | For | For | For |
| Jun. 1, 2009 | Proposal for establishment, renaming and closure of branch offices | Original proposal approved | For | For | For |
| Sept. 1, 2009 | Proposal for investment in IBK-AUCTUS new-growth fund | Original proposal approved | For | For | For |
(c) Corporate Governance Committee
| Standing | ||||||||
|---|---|---|---|---|---|---|---|---|
| Independent and Non-Executive Directors | Director | |||||||
| Jeong Suk | Si-Chin | Joon | Choon- | Hyun- | ||||
| E.Han Kim | Koh | Kang | Park | Ho Lee | Myung Pyo | |||
| Results | Attendance | Attendance | Attendance | Attendance | Attendance | Attendance | ||
| Meeting | of | 100% | 100% | 100% | 100% | 50% | 100% | |
| Date | Agenda | discussion | Voting Result | |||||
| May. 20, 2009 | Corporate governance examples and related key issues | Original proposal approved | For | For | For | For | For | For |
| July 30, 2009 | Characteristics and current status of KTs corporate governance | Original proposal approved | For | For | For | For | Absent | For |
D. Independence of Directors
(1) Standards for appointment of directors
In order to ensure independency and transparency, the Outside Director Nominating Committee appoints outside director candidates to be nominated for election at the general meeting of shareholders. If necessary, the committee can appoint a research institution and establish a candidate nominating advisory council. Legally unqualified candidates are not nominated.
(2) Background for candidate nomination
| Transaction with | |||
|---|---|---|---|
| company/ | |||
| Reason for | Relationship with | ||
| Outside Director | nomination | Acting committee | major shareholders |
| Jeong Suk Koh | Expertise in investment | Evaluation and | |
| compensation | |||
| committee | |||
| (Chairman), | |||
| Related-party | |||
| Transaction | |||
| Committee | None | ||
| Choon-Ho Lee | Expertise in media business | Evaluation and | |
| compensation | |||
| committee | |||
| (Chairman), | |||
| Related-party | |||
| Transaction | |||
| Committee | None | ||
| Jeong Soo Huh | Expertise in new and renewable energy | Evaluation and | |
| compensation | |||
| committee | |||
| (Chairman), | |||
| Related-party | |||
| Transaction | |||
| Committee | None |
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(3) Separate committee established for nomination of outside director candidate
Appointment of Members and Chairman of the Outside Director Candidate Nominating Committee (January 20, 2009)
| Name | Outside Director | Note |
|---|---|---|
| Paul C. Yi Jeong Suk Koh Si-Chin Kang In-Man Song | O O O O | At least half of the directors shall be Outside Directors (satisfied the requirement of Article 542-8 of the Commercial Code) |
| Joon Park | O | |
| Jeong-Soo Suh | X |
| Executive | ||||||||
|---|---|---|---|---|---|---|---|---|
| Independent and Non-Executive Directors | Director | |||||||
| Jeong Suk | Si-Chin | In-Man | Jeong-Soo | |||||
| Paul C. Yi | Koh | Kang | Song | Joon Park | Suh | |||
| Attendance | Attendance | Attendance | Attendance | Attendance | Attendance | |||
| Meeting | Results | 100% | 100% | 100% | 100% | 100% | 100% | |
| Date | Agenda | of discussion | Voting Result | |||||
| Jan. 20 | Support plan for the recommendation of Outside Director candidates | Original proposal approved | For | For | For | For | For | For |
| Jan.29 | Appointment of outside director candidates | Original proposal received | For | For | For | For | For | For |
| Feb.4 | Final nomination of candidates for Outside Directors | |||||||
| - Choon-Ho Lee, Jeong-Soo Huh, E.Han Kim | Advisory council organized | For | For | For | For | For | For |
2. Matters on Audit Procedure
A. Personal Information of Members of the Audit Committee (As of September 30, 2009)
| Name | Experience |
|---|---|
| Si-Chin Kang | - Master in Business Administration, Korea University |
| - Audit Committee, Standard Chartered First Bank | |
| - Auditor, Catholic Education Foundation | |
| In-Man Song | - Ph.D in Business Administration, University of Wisconsin-Madison |
| - IFRS Advisor, Financial Supervisory Service (present) |
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| Name | Experience |
|---|---|
| - Professor, Graduate School of Business Sungkyunkwan University | |
| Joon Park | - LL.M., Harvard Law School |
| - Attorney-at-law, Kim&Chang, Seoul, Korea | |
| - Professor, College of Law, Seoul National University | |
| E.Han Kim | - Ph.D. in finance, State University of New York at Buffalo |
| - Independent Director and Chairman of board of directors, POSCO | |
| - Endowed Chair Professor and Director of Financial Research Center, University of Michigan |
B. Audit committee independence
We have established an audit committee within our BOD and its members are elected at the general meeting of shareholders. All four of our audit committee members are outside directors and three of them are financial experts. The audit committee functions independently to KT and is entitled to request for information on business matters and evaluate KT financial status.
| Transaction with | |||
|---|---|---|---|
| company/ | |||
| Outside | Relationship with | ||
| Director | Reason for nomination | Acting committee | major shareholders |
| E.Han Kim | Expertise in finance | Chairman, audit committee | None |
| Si-Chin Kang | Expertise in finance | Audit committee (chairman) | None |
| In-Man Song | Expertise in finance | Audit committee, | |
| evaluation and | |||
| compensation committee | None | ||
| Joon Park | Expertise in law | Audit committee, | |
| Related-party transaction | |||
| committee | None |
C. Audit committee main activities
| Order | Date | Subject | Result of Discussion |
|---|---|---|---|
| First | Jan.14, 2009 | Appointment of the Chairman of the Audit Committee | Chairman appointed |
| Agreement of appointments and dismissals of internal auditors | Original proposal approved | ||
| Second | Jan.21, 2009 | Report on approval of Financial Statements of the 27th Term | Original proposal received |
| Report on Business Report of the 27th term | Original proposal received | ||
| Report on final audit of fiscal year 2008 | Original proposal received |
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| Order | Date | Subject | Result of Discussion |
|---|---|---|---|
| Third | Feb. 4, 2009 | Approval of consolidated companys independent auditor and remuneration for fiscal year 2008 | Revision requested |
| Report on operational condition of internal accounting management system of Fiscal Year 2008 | Original proposal received | ||
| Report on operational condition of internal accounting management system of Fiscal Year 2007 | |||
| (prepared by Audit Committee) | Original proposal received | ||
| Report on validity of audit committee | Original proposal received | ||
| Report on 2008 audit results and 2009 audit plans | Original proposal received | ||
| Fourth | Feb. 6, 2009 | Approval of independent auditor and remuneration of consolidated companies for Fiscal Year 2008 | Original proposal approved |
| Fifth | Feb. 18, 2009 | Report on agenda of 27th Annual General Meeting of Shareholders and results on document examination | Original report received |
| Audit report for 27th Annual General Meeting of Shareholders | Original report received | ||
| Written Opinion on operational status of internal compliance device of the Audit Committee | Reexamination requested | ||
| Sixth | Feb. 24, 2009 | Report on operational condition of internal accounting management system of Fiscal Year 2007 | |
| (prepared by Audit Committee) | Original report received | ||
| Written Opinion on operational status of internal compliance device of the Audit Committee | Original report received | ||
| Seventh | Mar. 20, 2009 | Approval of remuneration to independent auditor for Fiscal Year 2009 | Original proposal approved |
| Approval of independent auditor and remuneration of consolidated companies for Fiscal Year 2009 | Original proposal approved | ||
| Report on consolidated financial statements audit for fiscal year 2008 | Original report received | ||
| Report on agenda of Extraordinary General Meeting of Shareholders and results on document examination | Original report received | ||
| Eighth | April 29, 2009 | Report on statement of accounts for the first quarter of fiscal year 2009 | Original report received |
| Report on audit results for the first quarter of fiscal year 2009 and future plans | Original report received | ||
| Ninth | June 18, 2009 | Approval of independent auditor and remuneration of consolidated companies (two companies in | |
| Uzbekistan) for Fiscal Year 2009 | Original proposal approved | ||
| Report on Form 20-F for fiscal year 2008 | Original report received |
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| Order | Date | Subject | Result of Discussion |
|---|---|---|---|
| Tenth | July 29, 2009 | Pre-approval of service provided by independent auditor | Original proposal approved |
| Approval of accounting policy in connection with adoption of IFRS | Original proposal approved | ||
| Report on statement of accounts for the first half of fiscal year 2009 | Original report received | ||
| Eleventh | Sept. 7, 2009 | Report on financial statement audit for the first half of fiscal year 2009 | Original report received |
| Report on audit results for the second quarter of fiscal year 2009 and future plans | Original report received |
3. Matters on Shareholders Exercise of Voting Right
A. Adoption of Cumulative Voting System
Automatic introduction of the cumulative voting system following the completion of the privatization process in 2002.
B. Adoption of the Written Voting System or Electronic Voting
Adoption of the written voting system in accordance with the changes in the Articles of Incorporation at the 23rd General Meeting of Shareholders (March 11, 2005)
C. Exercise of Minority Shareholders Rights
The minority shareholders rights were exercised most recently at the 24th General Meeting of Shareholders in 2006.
24th General Meeting of Shareholders (March 10, 2006)
| Contents of the | ||||
|---|---|---|---|---|
| Minority | ||||
| Shareholders | Purpose of | |||
| Shareholder | Right | Exercise | Result | Note |
| Jai Sik Ji | ||||
| and others | Shareholder proposal on the | |||
| subject matter of the | ||||
| general meeting of | ||||
| shareholders | Recommendation of | |||
| Outside Director | ||||
| candidates who will | ||||
| also be members of | ||||
| the Audit Committee | Candidates | |||
| recommended through | ||||
| shareholder | ||||
| proposals failed to | ||||
| be appointed at the | ||||
| General Meeting of | ||||
| Shareholders | ||||
| (cumulative voting) | Article 191-14 of | |||
| the Securities and | ||||
| Exchange Act | ||||
| Jai Sik Ji | ||||
| and others | Request for cumulative voting | Request for | ||
| cumulative voting | ||||
| for appointment of | ||||
| Outside Director | ||||
| candidates who will | ||||
| also be members of | ||||
| the Audit Committee | Candidates | |||
| recommended through | ||||
| shareholder | ||||
| proposals failed to | ||||
| be appointed at the | ||||
| General Meeting of | ||||
| Shareholders | ||||
| (cumulative voting) | Article 191-18 of | |||
| the Securities and | ||||
| Exchange Act |
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4. Affiliated companies
(As of September 30, 2009)
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VI. Major Stockholders and Related Party Transactions
1. Major Stockholders
The following table presents information regarding holders of 5% or more of our total issued shares as of September 30, 2009:
| Number of Shares of Common | (Unit : Shares, %) — Percentage of Total Issued | |
|---|---|---|
| Name | Stock | Shares |
| Korean National Pension Service | 24,062,457 | 9.22 |
| * | The above number was estimated based on the following assumptions: |
|---|---|
| - | 22,682,641 shares held by the Korean National Pension Service as of May 6, 2009 as disclosed on |
| June 5, 2009. | |
| - | 1,379,816 shares of KT exchanged for 1,918,467 shares of former KT Freetel owned as of June 22, |
| 2009. |
2. Share Ownership Status of Employee Stock Ownership Association
A. Transactions with Employee Stock Ownership Association
Not Applicable
B. Guideline for Exercising the Voting Rights of Employee Stock Ownership Association
Association Account : Employee Stock Ownership Association exercises its voting rights in the same proportion as those shares held in the association member accounts that have indicated how to vote.
Association Member Account : Employee Stock Ownership Association may exercise its voting rights only if (i) the association receives a request by an association member to exercise his voting rights within a minimum period of seven days or (ii) the association member chooses to delegate his voting rights to the association.
C. Shares Held by the Employee Stock Ownership Association
(As of September 30, 2009) (Unit: Shares)
| Type of Account — Association Account | Type of Shares — Common Share | 35,136 | 35,074 |
|---|---|---|---|
| Association Member Account | Common Share | 13,153,084 | 8,763,012 |
| Total | 13,188,220 | 8,798,086 |
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VII. Management and Employees
1. Remuneration to Executive Officers
A. Remuneration paid to Directors (including Outside Directors) and Members of the Audit Committee (Auditors)
(Unit: in hundred millions of Won)
| Total — Amount | Amount Approved by — the General Meeting | Average — Amount Paid | Fair Value of | ||
|---|---|---|---|---|---|
| Category | Paid | of Shareholders | per Person | Stock Option | Weight |
| 3 Standing Directors | 6.37 | 45 | 2.12 | | |
| 7 Outside Directors | 3.2 | 0.45 | | |
- Performance-based compensation made at year end.
B. Grant and Exercise of Stock Option
As of September 30, 2009 (Unit: Won, shares)
| Shares to | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| be given | ||||||||||
| Date of | upon | Type of | Changed Volume | Period for | Exercise | |||||
| Holder | Position | Grant | exercise | Share | Granted | Exercised | Revoked | Unexercised | Exercise | Price |
| Woo Sik Kim | Standing Director | 3/25/2002 | Treasury Share | Common Share | 4,171 | | | 4,171 | 3/25/2005 to 3/24/2010 | 62,814 |
| Won Pyo Hong | Standing Director | 3/25/2002 | Treasury Share | Common Share | 4,171 | | | 4,171 | 3/25/2005 to 3/24/2010 | 62,814 |
| Min Hee Lee | Standing Director | 3/25/2002 | Treasury Share | Common Share | 4,171 | | | 4,171 | 3/25/2005 to 3/24/2010 | 62,814 |
| Ju-Young Song | Standing Director | 3/25/2002 | Treasury Share | Common Share | 4,171 | | | 4,171 | 3/25/2005 to 3/24/2010 | 62,814 |
| Lee-Sun Kim | Standing Director | 3/25/2002 | Treasury Share | Common Share | 3,883 | | | 3,883 | 3/25/2005 to 3/24/2010 | 62,814 |
| Yong Kyung Lee | Standing Director | 12/26/2002 | Treasury Share | Common Share | 300,000 | | 46,900 | 253,100 | 12/27/2004 to 12/26/ 2009 | 70,000 |
| Tae-Won Chung | Standing Director | 12/26/2002 | Treasury Share | Common Share | 100,000 | | 54,855 | 45,145 | 12/27/2004 to 12/26/2009 | 70,000 |
| Young- Han Song | Standing Director | 12/26/2002 | Treasury Share | Common Share | 60,000 | | 31,283 | 28,717 | 12/27/2004 to 12/26/2009 | 70,000 |
| Ahn-Yong Choi | Standing Director | 12/26/2002 | Treasury Share | Common Share | 60,000 | | 27,830 | 32,170 | 12/27/2004 to 12/26/2009 | 70,000 |
| Hong-Sik Chun | Standing Director | 12/26/2002 | Treasury Share | Common Share | 100,000 | | 87,500 | 12,500 | 12/27/2004 to 12/26/2009 | 70,000 |
| Jung-Eung Kim | Outside Director | 9/8/2003 | Treasury Share | Common Share | 7,120 | | 3,524 | 3,596 | 9/9/2005 to 9/8/2010 | 41,711 |
| Il-Chong Nam | Outside Director | 9/8/2003 | Treasury Share | Common Share | 7,120 | | 3,524 | 3,596 | 9/9/2005 to 9/8/2010 | 41,711 |
| Sung-Chul Jun | Outside Director | 9/8/2003 | Treasury Share | Common Share | 7,120 | | 3,524 | 3,596 | 9/9/2005 to 9/8/2010 | 41,711 |
| Young-Ju Cho | Standing Director | 9/8/2003 | Treasury Share | Common Share | 43,154 | | 2,345 | 40,809 | 9/9/2005 to 9/8/2010 | 41,711 |
| In-Mu Huh | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 28,769 | 25,533 | 3,236 | 9/9/2005 to 9/8/2010 | 41,711 |
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| Shares to | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| be given | ||||||||||
| Date of | upon | Type of | Changed Volume | Period for | Exercise | |||||
| Holder | Position | Grant | exercise | Share | Granted | Exercised | Revoked | Unexercised | Exercise | Price |
| Ju-Young Song | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 28,769 | 1,524 | 27,245 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Min-Hee Lee | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 1,173 | 20,404 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Su-Sung Jung | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 1,173 | 20,404 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Suh-Hwan Cho | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 1,173 | 20,404 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Hyun-Myung Pyo | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 1,173 | 20,404 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Hun-Chul Shin | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 19,779 | 1,798 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Moon-Ho Lee | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 1,173 | 20,404 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Tae-Bum Roh | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 7,975 | 13,602 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Ki-Chul Kim | Executive Officer | 9/8/2003 | Treasury Share | Common Share | 21,577 | 1,173 | 20,404 | 9/9/2005 to 9/8/2010 | 41,711 | |
| Hyun-June Chang | Standing Director | 9/16/2003 | Treasury Share | Common Share | 36,400 | | 33,400 | 3,000 | 9/17/2005 to 9/16/2010 | 57,000 |
| Hui-Chang Roh | Standing Director | 2/4/2005 | Treasury Share | Common Share | 60,000 | | 16,847 | 43,153 | 2/5/2007 to 2/4/2012 | 54,600 |
| Hong-Ki Kim | Outside Director | 3/4/2005 | Treasury Share | Common Share | 6,976 | | | 6,976 | 3/5/2007 to 3/4/2012 | 42,684 |
| Jae-Chul Lee | Outside Director | 3/4/2005 | Treasury Share | Common Share | 6,976 | | | 6,976 | 3/5/2007 to 3/4/2012 | 42,684 |
| Ki-Kwon Doh | Outside Director | 3/4/2005 | Treasury Share | Common Share | 6,976 | | | 6,976 | 3/5/2007 to 3/4/2012 | 42,684 |
| Duk-Nam Hwang | Outside Director | 3/4/2005 | Treasury Share | Common Share | 6,976 | | | 6,976 | 3/5/2007 to 3/4/2012 | 42,684 |
| Hoon Han | Executive Officer | 3/4/2005 | Treasury Share | Common Share | 21,577 | | 5,967 | 15,610 | 3/5/2007 to 3/4/2012 | 42,684 |
| Young-Do Hong | Executive Officer | 3/4/2005 | Treasury Share | Common Share | 21,577 | | 3,736 | 17,841 | 3/5/2007 to 3/4/2012 | 42,684 |
| Tae-Kun Kim | Executive Officer | 3/4/2005 | Treasury Share | Common Share | 21,577 | | 3,736 | 17,841 | 3/5/2007 to 3/4/2012 | 42,684 |
| Total | | | | | 1,093,070 | | 355,620 | 737,450 | | |
The weighted-average exercise price of the unexercised stock options: Won 57,476.
Remarks:
(1) Unexercised stock options of former KT Freetel and its respective exercising prices have been adjusted and incorporated in accordance with the exchange ratio stipulated in the merger agreement. (total of 319,665 shares have been added)
(2) Position is as of the date of the stock option grant.
(3) Difference between the number of shares granted and the number shares with stock option unexercised: due to adjustment of number of granted shares that are dependent on management results and duration of continuous service
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2. Current Status of Employees
(As of September 30, 2009) (Unit: persons, in millions of Won)
| Total | ||||||
|---|---|---|---|---|---|---|
| Payroll for | ||||||
| Average Years | first three | Average | ||||
| Number of Employees | in Continuous | quarters of | Payroll per | |||
| Regular | Other | Total | Service | 2009 | Person | Note |
| 36,807 | 219 | 37,026 | 19.3 | 1,519,991 | 42.06 | |
1) Number of employees is as of end of September 2009 (excluding directors)
2) Former KT Freetel employee payroll has been reflected for the four months from June 2009 to September 2009.
3) Average payroll per person has been calculated based on the average number of employees for the first three quarters of 2009 (35,489 persons)
à Average payroll per person = cumulative payroll for the first three quarters of 2009 divided by average number of employees for the first three quarters of 2009
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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: December 3, 2009 KT Corporation
| By: | /s/ Thomas Bum Joon Kim |
|---|---|
| Name: | Thomas Bum Joon Kim |
| Title: | Managing Director |
| By: | /s/ Young Jin Kim |
| Name: | Young Jin Kim |
| Title: | Director |
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