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KT CORP Interim / Quarterly Report 2009

Feb 17, 2009

30640_ffr_2009-02-17_6b19d703-4b4b-4577-bae0-c8d5321d0a81.zip

Interim / Quarterly Report

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6-K 1 d6k.htm FORM 6-K Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2009

Commission File Number 1-14926

KT Corporation

(Translation of registrant’s name into English)

206 Jungja-dong

Bundang-gu, Sungnam

Kyunggi-do

463-711

Korea

(Address of principal executive offices)

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

Form 20-F ü Form 40-F

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

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

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

Yes No ü

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

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: February 17, 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

KT FREETEL CO., LTD.

NON-CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND 2008

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.

1

KT FREETEL CO., LTD.

Non-Consolidated Balance Sheets

September 30, 2008 and December 31, 2007

(in millions of Korean won) September 30, 2008 December 31, 2007
Assets
Current assets
Cash and cash equivalents (Won) 134,189 (Won) 284,854
Short-term financial instruments 450 —
Short-term investment securities (Note 4) 50,201 2,970
Trade accounts and notes receivable, net (Note 16) 1,337,450 1,150,574
Accounts receivable-other, net (Note 17) 51,924 34,256
Prepaid expenses 19,151 15,107
Inventories, net (Note 13) 243,454 123,236
Short-term loans 2,720 3,559
Deferred income tax assets, net (Note 2) 135,182 120,450
Other current assets 25,869 23,444
Total current assets 2,000,590 1,758,450
Non-current assets
Long-term financial instruments (Note 3) 10 16
Long-term investment securities (Notes 4 and 17) 15,735 25,458
Long-term loans 57,527 34,209
Equity method investment securities (Note 5) 206,123 189,368
Long-term trade accounts and notes receivable, net 198,974 42,512
Guarantee deposits (Note 16) 212,665 223,032
Deferred income tax assets, net 88,997 47,331
Property and equipment, net (Note 6) 4,192,963 4,242,514
Intangibles, net 805,155 875,302
Other non-current assets (Note 17) 113,881 22,513
Total non-current assets 5,892,030 5,702,255
Total assets (Won) 7,892,620 (Won) 7,460,705

(to be continued)

2

KT FREETEL CO., LTD.

Non-Consolidated Balance Sheets

September 30, 2008 and December 31, 2007

(in millions of Korean won) September 30, 2008 December 31, 2007
Liabilities and Shareholders’ Equity
Current liabilities
Trade accounts and notes payable (Note 16) (Won) 367,898 (Won) 393,932
Current portion of debentures, net (Note 7) 589,775 319,944
Other accounts payable (Note 16) 679,639 631,875
Accrued expenses (Note 18) 173,008 167,728
Withholdings 151,451 122,110
Income taxes payable 32,872 41,633
Current portion of other long-term accounts payable, net (Note 8) 127,235 108,920
Current portion of reserve for liabilities (Note 9) 5,363 4,333
Current portion of long-term borrowings (Note 7) 23,754 —
Short-term borrowings 73,438 —
Other current liabilities 11,416 8,346
Total current liabilities 2,235,849 1,798,821
Non-current liabilities
Debentures, net (Note 7) 937,354 859,037
Other long-term accounts payable, net (Note 8) 292,561 406,288
Accrued severance benefits, net 46,981 51,616
Reserve for liabilities (Note 9) 5,216 4,048
Long-term guarantee deposits received (Note 16) 1,884 1,455
Long-term borrowings (Note 7) 95,016 —
1,379,012 1,322,444

(to be continued)

3

KT FREETEL CO., LTD.

Non-Consolidated Balance Sheets

September 30, 2008 and December 31, 2007

(in millions of Korean won) September 30, 2008
Shareholders’ equity
Capital stock
Common stock (Notes 1 and 10) 1,044,181 1,044,181
Capital surplus
Paid-in capital in excess of par value 1,728,150 1,728,150
Capital adjustments
Treasury stock (Note 11) (1,722 ) (2,078 )
Loss on disposal of treasury stock (58 ) —
Stock compensation (Note 12) 4,589 4,088
Other capital adjustments (2,656 ) —
Commitments and contingencies (Note 18)
Accumulated other comprehensive income (loss) (Note 14)
Unrealized gain (loss) on valuation of available-for-sale securities, net (4,403 ) 5,515
Gain on valuation of derivatives, net (Note 17) 3,556 —
Net accumulated comprehensive income (expense) of equity method investees, net (Note 5) 4,619 (975 )
Retained earnings
Statutory reserve 43,194 43,194
Voluntary reserve 1,373,051 1,350,000
Unappropriated retained earnings 85,258 167,365
Total Shareholders’ equity 4,277,759 4,339,440
Total liabilities and shareholders’ equity (Won) 7,892,620 (Won) 7,460,705

The accompanying notes are an integral part of these non-consolidated financial statements.

4

KT FREETEL CO., LTD.

Non-Consolidated Statements of Income

Three-Month and Nine-Month Periods Ended September 30, 2008 and 2007

(in millions of Korean won, except per share amounts) 2008 — Three-month period ended March 31, 2008 Nine-month period ended September 30, 2008 Three-month period ended March 31, 2007 Nine-month period ended September 30, 2007
Operating revenue (Note 16) (Won) 2,020,910 (Won) 6,395,979 (Won) 1,785,314 (Won) 5,364,577
Operating expense s (Notes 13 and 16) 1,851,167 6,149,280 1,660,821 5,039,057
Operating income 169,743 246,699 124,493 325,520
Non-operating income and expenses
Interest income 2,687 14,581 5,129 19,227
Foreign exchange gains (losses) (150 ) (676 ) (70 ) (119 )
Gain (loss) on foreign currency translation (64,603 ) (89,568 ) 244 281
Interest expense (31,634 ) (84,839 ) (30,807 ) (97,417 )
Gain on disposal of short-term investment securities 539 3,056 452 3,960
Loss on equity method investments, net (Note 5) (30,924 ) (86,949 ) (11,170 ) (3,752 )
Gain on disposal of long-term investment securities 50 463 1,267 1,267
Loss on disposal of property and equipment (12,432 ) (18,397 ) (7,502 ) (22,440 )
Loss on impairment of property and equipment (Note 6) (20 ) (18,828 ) — —
Gain (loss) on disposal of intangibles, net (8 ) 179 (5 ) 130
Gain on valuation of derivatives (Note 17) 68,326 99,639 44 348
Donations (3,828 ) (11,316 ) (4,129 ) (11,901 )
Others 1,499 6,832 1,762 7,075
(70,498 ) (185,823 ) (44,785 ) (103,341 )
Income before income taxes 99,245 60,876 79,708 222,179
Income tax expenses (benefits) (Note 2) 25,641 (1,796 ) 16,821 31,085
Net income (Won) 73,604 (Won) 62,672 (Won) 62,887 (Won) 191,094
Basic earnings per share (Note 15) (Won) 391 (Won) 329 (Won) 322 (Won) 977
Diluted earnings per share (Note 15) (Won) 391 (Won) 329 (Won) 322 (Won) 977

The accompanying notes are an integral part of these non-consolidated financial statements.

5

KT FREETEL CO., LTD.

Non-Consolidated Statements of Changes in Shareholders’ Equity

Nine-Month Periods Ended September 30, 2008 and 2007

(in millions of Korean won) — Balances as of January 1, 2007 Capital stock — (Won) 1,044,181 Capital surplus — (Won) 1,728,150 Capital adjustments — (Won) 3,188 Accumulated other comprehensive income and expense — (Won) 6,643 (Won) 1,527,869 (Won) 4,310,031
Dividends — — — — (117,384 ) (117,384 )
Net income — — — — 191,094 191,094
Gain on valuation of available-for-sale securities — — — 1,384 — 1,384
Change in stock option — — (1,178 ) — (1,178 )
Acquisition of treasury stocks — — (20,730 ) — — (20,730 )
Change in equity method investees with net accumulated comprehensive income — — — (765 ) — (765 )
Change in equity method investees with net accumulated comprehensive expense — — — 542 — 542
Balances as of September 30, 2007 (Won) 1,044,181 (Won) 1,728,150 (Won) (18,720 ) (Won) 7,804 (Won) 1,601,579 (Won) 4,362,994
Balances as of January 1, 2008 (Won) 1,044,181 (Won) 1,728,150 (Won) 2,010 (Won) 4,540 (Won) 1,560,559 (Won) 4,339,440
Cumulative effect of changes in accounting principles — — (2,657 ) 1,703 5,221 4,267
Adjusted balances 1,044,181 1,728,150 (647 ) 6,243 1,565,780 4,343,707
Net income — — — — 62,672 62,672
Loss on valuation of available-for-sale securities — — — (9,918 ) — (9,918 )
Gain on valuation of derivatives — — — 3,556 — 3,556
Disposal of treasury stocks — — 356 — — 356
Loss on retirement of treasury stocks — — (58 ) — — (58 )
Acquisition of treasury stocks — — (126,949 ) — — (126,949 )
Retirement of treasury stocks — — 126,949 — (126,949 ) —
Change in stock option — — 502 — — 502
Change in equity method investees with net accumulated comprehensive income — — — 4,596 — 4,596
Change in equity method investees with net accumulated comprehensive expense — — — (705 ) — (705 )
Balances as of September 30, 2008 (Won) 1,044,181 (Won) 1,728,150 (Won) 153 (Won) 3,772 (Won) 1,501,503 (Won) 4,277,759

The accompanying notes are an integral part of these non-consolidated financial statements.

6

KT FREETEL CO., LTD.

Non-Consolidated Statements of Cash Flows

Nine-Month Periods Ended September 30, 2008 and 2007

(in millions of Korean won) Nine-Months ended September 30, — 2008 2007
Cash flows from operating activities
Net income (Won) 62,672 (Won) 191,094
Adjustments to reconcile net income to net cash provided by operating activities
Loss on disposal of property and equipment, net 18,396 22,440
Depreciation 749,781 779,739
Amortization of intangibles 79,739 77,980
Amortization of discounts on debentures 892 831
Amortization of discounts on other long-term accounts payable 14,588 16,735
Provision for severance benefits 14,390 13,575
Loss on valuation of inventories 3,314 6,941
Stock compensation 502 43
Bad debt expense 22,545 37,606
Gain on valuation of derivatives (99,639 ) —
Loss on equity method investments, net 86,949 3,752
Loss (gain) on foreign currency translation, net 89,568 (313 )
Gain on disposal of short-term investment securities (3,056 ) (3,960 )
Loss on impairment of property and equipment 18,828 —
Gain on disposal of long-term investment securities (463 ) (1,267 )
Others (6,847 ) (1,416 )
989,487 952,686
Changes in operating assets and liabilities
Decrease (increase) in trade accounts and notes receivable (206,358 ) 34,439
Increase in other accounts receivable (7,361 ) (3,900 )
Increase in prepaid expenses (2,031 ) (4,682 )
Increase in inventories (123,532 ) (1,555 )
Increase in other current assets (3,529 ) (2,335 )
Increase (decrease) in long-term trade accounts and notes receivable (151,329 ) 13,155
Decrease (increase) in other non-current assets 9,951 (9,823 )
Increase in deferred income tax assets (48,983 ) (23,517 )
Payment of severance benefits (19,115 ) (4,955 )
Increase (decrease) in trade accounts and notes payable (26,180 ) 10,322
Increase (decrease) in other accounts payable 47,725 (103,878 )
Increase in accrued expenses 5,743 14,360
Increase in withholdings 29,175 34,917
Decrease in income taxes payable (8,761 ) (6,014 )
Increase (decrease) in other current liabilities 3,069 (19,479 )
Decrease in National Pension Fund 85 36
Increase (decrease) in reserve for liabilities 2,199 (4,248 )
Increase in other long-term liabilities 432 1,668
(498,800 ) (75,489 )
Net cash provided by operating activities 553,359 1,068,291

7

KT FREETEL CO., LTD.

Non-Consolidated Statements of Cash Flows

Nine-Month Periods Ended September 30, 2008 and 2007

(in millions of Korean won) Nine-Months ended September 30, — 2008 2007
Cash flows from investing activities
Proceeds from collection of short-term loans (Won) 17,940 (Won) 24,219
Proceeds from disposal of long-term investment securities 1,723 1,383
Proceeds from disposal of short-term investment securities 489,112 814,424
Proceeds from withdrawal of short-term financial instruments — 90,000
Proceeds from disposal of property and equipment 4,329 600
Proceeds from disposal of intangibles 2,303 287
Acquisition of short-term financial instruments (450 ) (50,000 )
Acquisition of short-term investment securities (535,000 ) (660,000 )
Acquisition of long-term investment securities (3,505 ) (86 )
Acquisition of equity method securities (100,100 ) —
Acquisition of property and equipment (741,784 ) (845,655 )
Acquisition of intangibles (11,011 ) (20,938 )
Increase in long-term loans (40,420 ) (39,383 )
Others (278 ) 953
Net cash used in investing activities (Won) (917,141 ) (Won) (684,196 )
Cash flows from financing activities
Issuance of short-term borrowings 73,438 —
Issuance of long-term borrowings 99,537 —
Issuance of debentures 597,091 —
Payment of current portion of other long-term accounts payable (110,000 ) (90,000 )
Repayment of current portion of debentures (320,000 ) (300,000 )
Acquisition of treasury stock (126,949 ) (20,730 )
Payment of dividends — (117,384 )
Net cash provided by (used in) financing activities 213,117 (528,114 )
Net decrease in cash and cash equivalents (150,665 ) (144,019 )
Cash and cash equivalents
Beginning of the period. 284,854 584,157
End of the period. (Won) 134,189 (Won) 440,138

The accompanying notes are an integral part of these non-consolidated financial statements.

8

The Company

KT Freetel Co., Ltd. (the “Company”) was incorporated on January 3, 1997, under the Commercial Code of the Republic of Korea, and listed on the Korean Securities Dealers Association Automated Quotation System (the “KOSDAQ”) in December 1999. On April 19, 2004, the Company transferred its listing from the KOSDAQ to the Korea Stock Exchange. The Company is currently engaged in providing personal communications service (“PCS”), value added services, and sale and lease of personal communication devices.

  1. Summary of Significant Accounting Policies

The significant accounting policies followed by the Company in the preparation of its non-consolidated interim financial statements are the same as the policies adopted for the financial statements for the year ended December 31, 2007, unless otherwise stated.

Basis of Financial Statement Presentation

The Company maintains its accounting records in Korean won and prepares statutory financial statements in the Korean language in conformity with the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. Accordingly, these financial statements are intended for use by those who are informed about Korean accounting principles and practices. The accompanying non-consolidated financial statements have been condensed, restructured and translated into English from the Korean language non-consolidated financial statements.

Application of the Statements of Korean Financial Accounting Standards

In 2008, the Company adopted the following new Statements of Korean Financial Accounting Standards (SKFAS) issued by the Korea Accounting Standards Board:

Korea Accounting Institute Opinion 06-2, Deferred Income Taxes on Investments in Subsidiaries, Associates and Interests in Joint Ventures (As Revised on February 22, 2008)

The Company adopted Korea Accounting Institute Opinion 06-2, as revised, on February 22, 2008. The prior year financial statements have not been restated to reflect the changes in accordance with Korea Accounting Institute Opinion 06-2. Instead, the effect of change was reflected in the beginning balance of January 1, 2008. The effect of the change was an increase in retained earnings as of January 1, 2008, by (Won)4,555 million. Also, income tax expense for nine-month period ended September 30, 2008 was decreased by (Won)3,481 million and retained earnings and deferred income tax assets as of September 30, 2008 were increased by (Won)8,036 million, respectively.

Reclassification of Prior Year Financial Statements

Certain prior year accounts, presented herein for comparative purposes, have been reclassified to conform to current period’s financial statement presentation. Such reclassification does not impact the net income or net assets reported in the prior year.

9

  1. Restricted financial instruments

As of September 30, 2008 and December 31, 2007, long-term financial instruments represent key money deposits required to maintain checking accounts and, accordingly, the withdrawal of such deposits is restricted.

  1. Securities (excluding the equity method investment securities)

Available-for-sale securities as of September 30, 2008 and December 31, 2007, consist of the following:

(in millions of Korean won) As of September 30, 2008 As of December 31, 2007
Short-term investment securities
Beneficiary certificates (Won) 50,065 (Won) —
Equity Securities — 2,091
Government and Public bonds 136 879
50,201 2,970
Long-term investment securities
Equity Securities 11,935 24,233
Investments in funds 939 1,055
Convertible bond 2,800 —
Government and Public bonds 61 170
15,735 25,458
(Won) 65,936 (Won) 28,428

10

Equity Securities in long-term investment securities as of September 30, 2008 and December 31, 2007, consist of the following:

(in millions of Korean won) As of September 30, 2008 — Percentage of Ownership (%) Acquisition cost Market or net asset value Carrying value Unrealized gain (loss) on valuation
Marketable securities
Zakang Inc. 0.02 (Won) 300 (Won) 1 (Won) 1 (Won) (299 )
Gaeasoft Co., Ltd. 2.01 532 350 350 (182 )
KRTnet Corp. 7.39 1,954 2,594 2,594 640
PT. Mobile-8 Telecom (Note 17) 2.30 10,069 3,771 3,771 (6,298 )
12,855 6,716 6,716 (6,139 )
Non-marketable securities
Mondex Korea Co., Ltd. 6.02 920 — — —
The Radio News Co., Ltd. 10.73 624 — — —
Prime Venture Capital Co., Ltd. 2.67 1,000 184 — —
NAZCA Entertainment Co., Ltd. 7.13 500 104 46 —
Toysoft Co., Ltd 8.78 500 59 28 —
CXP, Inc. 12.06 1,200 1 50 —
IMM Investment Corp. 1.09 500 235 210 —
Vacom Wireless, Inc. 16.77 1,880 1,131 641 —
Neighbor System, Inc. 10.40 525 559 525 —
Entaz Co., Ltd. 8.67 1,000 675 1,000 —
Others — 4,348 3,725 2,719 —
12,997 6,673 5,219 —
(Won) 25,852 (Won) 13,389 (Won) 11,935 (Won) (6,139 )

The fair values of non-marketable equity securities could not be reliably estimated due to the lack of financial information of the said companies. Accordingly, these equities were presented at their acquisition cost.

11

(in millions of Korean won) As of December 31, 2007 — Percentage of Ownership (%) Acquisition cost Market or net asset value Carrying value Unrealized gain (loss) on valuation
Marketable securities
Zakang Inc. 0.04 (Won) 300 (Won) 6 (Won) 6 (Won) (295 )
Gaeasoft Co., Ltd. 2.01 532 756 756 224
KRTnet Corp. 7.39 1,954 4,122 4,122 2,168
Geotel Corp. 7.83 1,143 4,322 4,322 3,179
PT. Mobile-8 Telecom (Note 17) 2.30 10,069 10,508 10,508 439
13,998 19,714 19,714 5,715
Non-marketable securities
Mondex Korea Co., Ltd. 6.02 920 — — —
The Radio News Co., Ltd. 10.73 624 — — —
Prime Venture Capital Co., Ltd. 2.67 1,000 194 — —
NAZCA Entertainment Co., Ltd. 7.13 500 154 46 —
Toysoft Co., Ltd 8.78 500 29 29 —
CXP, Inc. 12.06 1,200 8 50 —
IMM Investment Corp. 1.09 500 233 210 —
Vacom Wireless, Inc. 16.77 1,880 1,122 641 —
Neighbor System, Inc. 10.40 525 451 525 —
Entaz Co., Ltd. 10.14 1,000 828 1,000 —
Others — 3,648 3,158 2,018 —
12,297 6,177 4,519 —
(Won) 26,295 (Won) 25,891 (Won) 24,233 (Won) 5,715

12

  1. Equity-Method Investments

Equity method investments as of September 30, 2008 and December 31, 2007, consist of the following:

(in millions of Korean won) As of December 30, 2008 — Percentage of Ownership (%) Acquisition cost Net asset value Carrying value Market value
Korea Digital Satellite Broadcasting Co., Ltd. 1 1.82 (Won) 9,954 (Won) 1,736 (Won) 1,736 (Won) —
KTF Technologies Co., Ltd. 74.94 17,221 27,861 13,407 —
KTFMhows Co., Ltd. 51.00 2,550 3,241 3,241 —
Harex Info Tech., Ltd. 21.17 3,375 241 720 —
Korea IT Fund 1 10.00 30,000 33,871 33,871 —
ENtoB Corp. 1 3.13 500 783 783 —
PT. KTF Indonesia 99.00 234 680 680 —
Boston Enterprise Partners 39.02 8,000 7,142 7,142 —
Sidus FNH Corp. 1 15.30 8,400 2,474 5,089 —
KTF-CJ Music Contents Investment Fund (Centurion music 1) 50.00 5,000 4,894 4,894 —
Sidus FNH-BENEX Cinema Fund No.1 1 6.67 2,000 2,049 2,049 —
KTF M&S Co., Ltd. 100.00 100,000 33,415 18,648 —
KTF-DoCoMo Mobile Investment Fund 45.00 4,500 4,428 4,428 —
KTF MUSIC Co., Ltd 35.28 19,526 8,365 17,890 12,864
U MOBILE SDN. BHD. 2 16.50 96,700 35,933 88,409 —
Shinhan-KTF mobilecard Co., Ltd. 49.99 1,000 826 826 —
KT Data Systems Co., Ltd. 20.00 2,400 2,310 2,310 —
(Won) 311,360 (Won) 170,249 (Won) 206,123 (Won) 12,864

13

(in millions of Korean won) As of December 31, 2007 — Percentage of Ownership (%) Acquisition cost Net asset value Carrying value Market value
Korea Digital Satellite Broadcasting Co., Ltd. 1 1.82 (Won) 9,954 (Won) — (Won) — (Won) —
KTF Technologies Co., Ltd. 74.94 17,221 40,372 30,270 —
KTFMhows Co., Ltd. 51.00 2,550 3,044 3,044 —
Harex Info Tech., Ltd. 21.17 3,375 417 1,183 —
Korea IT Fund 1 10.00 30,000 33,248 33,248 —
Korea Telecom Strategy Fund 1 10.00 2,000 — — —
ENtoB Corp. 1 3.13 500 755 755 —
PT. KTF Indonesia 99.00 234 472 472 —
Boston Enterprise Partners 39.02 8,000 7,149 7,149 —
Sidus FNH Corp. 1 15.30 8,400 2,688 6,176 —
KTF-CJ Music Contents Investment Fund (Centurion music 1) 50.00 5,000 5,011 5,011 —
Sidus FNH-BENEX Cinema Fund No.1 1 6.67 2,000 1,993 1,993 —
KTF M&S Co., Ltd. 100.00 100,000 82,226 76,051 —
KTF-DoCoMo Mobile Investment Fund 45.00 4,500 4,491 4,491 —
KTF MUSIC Co., Ltd 35.28 19,526 8,320 19,525 22,898
(Won) 213,260 (Won) 190,186 (Won) 189,368 (Won) 22,898

1 Although the Company’s ownership in these investees is less than 20%, the ownership percentages including KT Corporation’s ownership in these investees are over 20%. As a result, the Company accounts for these investments using the equity method.

2 Although the Company’s ownership in this investee is less than 20%, the Company exercises a significant influence by participation in policy-making processes in financial and operating policies of the investee. As a result, the Company accounts for this investment using the equity method.

14

Changes in equity-method investments during the nine-month period ended September 30, 2008 and the year ended December 31, 2007, consist of the following:

(in millions of Korean won) Nine-months ended September 30, 2008 — Balance as of January 1, 2008 Acquisitions during the period Gain (loss) on valuation of investments using equity method Other adjustment Balance as of September 30, 2008
Korea Digital Satellite Broadcasting Co., Ltd. (Won) — (Won) — (Won) 1,410 (Won) 326 (Won) 1,736
KTF Technologies Co., Ltd. 30,270 — (16,373 ) (491 ) 13,407
KTFMhows Co., Ltd. 3,044 — 197 — 3,241
Harex Info Tech., Ltd. 1,183 — (463 ) — 720
Korea IT Fund 33,248 — 715 (92 ) 33,871
ENtoB Corp. 755 — 27 1 783
PT. KTF Indonesia 472 — 75 134 680
Boston Enterprise Partners 7,149 — (8 ) — 7,142
Sidus FNH Corp. 6,176 — (1,086 ) — 5,089
KTF-CJ Music Contents Investment Fund (Centurion music 1) 5,011 — (117 ) — 4,894
Sidus FNH-BENEX Cinema Fund No.1 1,993 — 56 — 2,049
KTF M&S Co., Ltd. 76,051 — (57,403 ) — 18,648
KTF-DoCoMo Mobile Investment Fund 4,491 — (63 ) — 4,428
KTF MUSIC Co., Ltd 19,526 — (1,634 ) (2 ) 17,890
U MOBILE SDN. BHD. — 96,700 (12,018 ) 3,727 88,409
Shinhan-KTF mobilecard Co., Ltd. — 1,000 (174 ) — 826
KT Data Systems Co., Ltd. — 2,400 (90 ) — 2,310
(Won) 189,369 (Won) 100,100 (Won) (86,949 ) (Won) 3,603 (Won) 206,123

15

(in millions of Korean won) Year ended December 31, 2007 — Balance as of January 1, 2007 Acquisitions during the period Gain (loss) on valuation of investments using equity method Other adjustment Balance as of December 31, 2007
KTF Technologies Co., Ltd. (Won) 25,450 (Won) — (Won) 4,871 (Won) (50 ) (Won) 30,270
KTFMhows Co., Ltd. 2,666 — 378 — 3,044
Harex Info Tech., Ltd. 1,902 — (719 ) — 1,183
Korea IT Fund 30,483 — 2,271 493 33,248
Korea Telecom Strategy Fund 1,837 (1,837 ) — — —
ENtoB Corp. 673 — 83 — 755
PT. KTF Indonesia 1,052 — (196 ) (385 ) 471
Boston Enterprise Partners 8,014 — (864 ) — 7,149
Sidus FNH Corp. 7,264 — (1,089 ) — 6,176
KTF-CJ Music Contents Investment Fund (Centurion music 1) 5,025 — (14 ) — 5,011
Sidus FNH-BENEX Cinema Fund No.1 2,007 — (14 ) — 1,993
KTF M&S Co., Ltd. — 100,000 (22,797 ) (1,152 ) 76,051
KTF-DoCoMo Mobile Investment Fund — 4,500 (9 ) — 4,491
KTF MUSIC Co., Ltd — 19,526 — — 19,526
(Won) 86,373 (Won) 122,189 (Won) (18,099 ) (Won) (1,094 ) (Won) 189,368

For the nine-month period ended September 30, 2008 and the year ended December 31, 2007, the details of changes in differences between the initial purchase price and the Company’s initial proportionate ownership in the net book value of the investee are as follows:

(in millions of Korean won) Nine-months ended September 30, 2008 — January 1, 2008 Addition Amortization Other adjustment September 30, 2008
KTF Technologies Co., Ltd. (Won) 286 (Won) — (Won) — (Won) (286 ) (Won) —
Harex Info Tech., Ltd. 766 — (287 ) — 479
Sidus FNH Corp. 3,487 — (872 ) — 2,615
KTF MUSIC Co., Ltd 11,206 — (1,681 ) — 9,525
U MOBILE SDN. BHD. — 58,307 (5,831 ) — 52,477
(Won) 15,745 (Won) 58,307 (Won) (8,671 ) (Won) (286 ) (Won) 65,096

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(in millions of Korean won) Year ended December 31, 2007 — January 1, 2007 Addition Amortization Other adjustment December 31, 2007
KTF Technologies Co., Ltd. (Won) (41 ) (Won) — (Won) 327 (Won) — (Won) 286
Harex Info Tech., Ltd. 1,148 — (383 ) — 766
Sidus FNH Corp. 4,650 — (1,162 ) — 3,487
KTF MUSIC Co., Ltd — 11,206 — — 11,206
(Won) 5,757 (Won) 11,206 (Won) (1,218 ) (Won) — (Won) 15,745

For the nine-month period ended September 30, 2008 and year ended December 31, 2007, the elimination of unrealized gains or losses in the valuation of investments using the equity method is as follows:

(in millions of Korean won) Nine-months ended September 30, 2008 — Inventories Intangibles Total Year ended December 31, 2007 — Inventories Intangibles Total
KTF Technologies Co., Ltd. (Won) 14,455 (Won) — (Won) 14,455 (Won) 10,388 (Won) — (Won) 10,388
KTF M&S Co., Ltd. 13,997 769 14,766 6,175 — 6,175
(Won) 28,452 (Won) 769 (Won) 29,221 (Won) 16,563 (Won) — (Won) 16,563

The Company discontinued applying the equity method on Korea Digital Satellite Broadcasting Co., Ltd. with book value below zero and the unrecognized equity loss not reported in the accompanying financial statements was (Won)147 million until 2007. In 2008, the Company resumed recognizing its share of those profits because the investee’s profits reported exceeded the unrecognized equity loss.

  1. Property, Plant & Equipment

For the nine-month period ended September 30, 2008, the Company assessed the potential impairment of certain 2G telecommunication equipment due to technical obsolescence. The carrying value of that equipment was reduced to the estimated realizable value, and an impairment loss amounting to (Won)18,828 million was recorded as a reduction in the carrying value of the related assets and charged to current operations.

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  1. Long-Term Debt

Long-term debt as of September 30, 2008 and December 31, 2007, consists of the following:

(in millions of Korean won) Annual interest rates (%) as of September 30, 2008 As of September 30, 2008
Won currency debentures
44th non-guaranteed debenture 5.66 (Won) 360,000 (Won) 360,000
45th non-guaranteed debenture — — 320,000
47-1st non-guaranteed debenture 4.95 230,000 230,000
47-2nd non-guaranteed debenture 5.32 70,000 70,000
48th non-guaranteed debenture 5.31 200,000 200,000
51-2nd non-guaranteed debenture 6.41 70,000 —
52-2nd non-guaranteed debenture 6.64 100,000 —
1,030,000 1,180,000
Foreign currency debentures
49 th non-guaranteed debenture of US$
175 million 3M LIBOR+1.50 207,848 —
50 th non-guaranteed debenture of JP¥
7,000 million 3M TIBOR+1.60 80,095 —
51-1 st non-guaranteed debenture of US$
95 million 3M LIBOR+1.60 112,832 —
52-1 st non-guaranteed debenture of US$
99 million 6.20 100,000 —
500,775 —
Less: Current maturities (590,000 ) (320,000 )
Discount on debentures (3,421 ) (963 )
(Won) 937,354 (Won) 859,037
Foreign currency loans
Korea Development Bank of US$ 70 million 3M LIBOR+2.00 (Won) 83,139 (Won) —
Bank of Communications of US$ 30 million 3M LIBOR+2.00 35,631 —
Less: Current maturities (23,754 ) —
(Won) 95,016 (Won) —

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The aggregate annual maturities of long-term debt outstanding as of September 30, 2008, exclusive of adjustments relating to discounts, are as follows:

For the period ending September 30, — 2009 Won currency debentures — (Won) 590,000 Foreign currency debentures — (Won) — Foreign currency loans — (Won) 23,754 Total — (Won) 613,754
2010 200,000 — 47,508 247,508
2011 70,000 500,774 47,508 618,282
Thereafter 170,000 — — 170,000
(Won) 1,030,000 (Won) 500,774 (Won) 118,770 (Won) 1,649,544
  1. Other long-term accounts payable

Other long-term accounts payable are related to frequency usage rights granted in 2000 for CDMA IMT-2000 carrier license and where the Company was required to pay (Won)1,300,000 million to Ministry of Information and Communication. In 2001, the Company paid (Won)650,000 million and is further required to pay the remaining amount of (Won)650,000 million including applicable interest in installments between 2008 and 2011. Pursuant to the installment payment schedule, the paid amounts for the nine-month periods ended September 30, 2008 and 2007 were (Won)110,000 million and (Won)90,000 million, respectively. Other long-term accounts payable as of September 30, 2008 and December 31, 2007, are stated at the net present value of future cash flows, calculated using the effective interest rate (9.93%) at the time of receipt of frequency usage license.

The annual maturities of other long-term accounts payable outstanding as of September 30, 2008, exclusive of adjustments relating to discounts, are as follows:

For the period ending September 30, Other long-term accounts payable
2009 (Won) 130,000
2010 150,000
2011 170,000
(Won) 450,000

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  1. Reserves

The Company has accounted for the call bonus mileage amounts, which the Company is obliged to pay to its customers, as reserve for liabilities. Changes in reserve for liabilities for the nine-month period ended September 30, 2008 and the year ended December 31, 2007, consist of the following:

(in millions of Korean won) — Balance at the beginning of the period Nine-months ended September 30, 2008 — (Won) 8,380 (Won) 16,265
Payments (3,611 ) (7,884 )
Provisions 5,810 —
Less: Current portion (5,363 ) (4,333 )
(Won) 5,216 (Won) 4,048

The call bonus mileages provided by the Company are effective for five years and the unused call bonus mileages after 5 years will expire. Based on past customer usage trend, accrued bonus mileage is estimated by using the discounted value calculated by applying Company’s average borrowing interest rate to the estimated usage amount and period. The reserve amount to be used within one year was recorded as current liabilities.

  1. Capital Stock

The Company is authorized to issue 400 million shares of common stock at (Won)5,000 par value per share. As of September 30, 2008 and December 31, 2007, common shares issued and outstanding are 188,274,091 and 192,722,091, respectively.

The retirement of 4,448,000 shares of treasury stock was approved at the Board of Directors’ meeting on April 11, 2008 and those shares of treasury stock were cancelled on July 21, 2008.

  1. Capital Adjustments

The Company holds 50,875 shares of its common stock as of September 30, 2008, which it intends to sell in the near future.

The changes in treasury stock for the nine-month period ended September 30, 2008 are as follows:

(in millions of Korean won) — Beginning of the period Number of shares — 61,334 (Won) 2,078
Retirement (4,448,000 ) (126,949 )
Disposal (10,505 ) (356 )
Acquisition 4,448,046 126,949
50,875 (Won) 1,722

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  1. Stock Options

The Company entered into stock option agreements with its Chief Executive Officer, directors and outside directors. The details of the stock options granted as of September 30, 2008 are as follows:

1 st grant 2 nd grant 3 rd grant 4 th grant
Grant date Mar. 29, 2001 Mar. 25, 2002 Sep. 8, 2003 Mar. 4, 2005
Grantee Former CEO Directors CEO, Directors, Outside directors Directors, Outside directors
Number of shares granted 18,000 44,800 629,500 128,800
Exercise price (Won)41,273 (Won)45,178 (Won) 30,000 (Won) 30,700
Settlement Equity settled type Equity settled type Equity settled type Equity settled type
Exercise period Mar.30, 2004 ~Mar. 29, 2009 Mar.26, 2005 ~Mar.25, 2010 Sep.9, 2005 ~Sep.8, 2010 Mar. 5, 2007 ~Mar. 4, 2012

The changes in the stock options are as follows:

Number of shares granted 1 st grant — 18,000 2 nd grant — 44,800 3 rd grant — 629,500 4 th grant — 128,800
Number of shares cancelled — (308,587 ) —
Number of shares settled or forfeited (18,000 ) (16,200 ) (15,159 ) (18,683 )
Number of shares as of September 30, 2008 — 28,600 305,754 110,117

The Company values stock options granted based on the fair value method. Total compensation expense of (Won)4,088 million was allocated over the vesting period and the compensation expense charged to operations for the nine-month period ended September 30, 2008 is nil. The cumulative amount for stock compensation accounted for as capital adjustment as of September 30, 2008 is (Won)4,088 million.

Details of stock grants to directors including the former Chief Executive Officer from 2007 are as follows:

1 st grant 2 nd grant
Grant date June 20, 2007 June 20, 2007
Grantee CEO, Outside director CEO, Outside director
Estimated number of shares granted 10,505 17,120
Vesting conditions Service condition: six months Non-market performance
condition: achievement of performance Service condition: six months Non-market performance condition: achievement of performance
Fair value per option (Won) 29,300 (Won) 29,300

Compensation cost amounting to (Won)502 million was calculated based on the fair value method and charged to current operations.

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  1. Operating Expenses

Operating expenses for the three months periods and the nine-month periods ended September 30, 2008 and 2007, consist of the following:

(in millions of Korean won) 2008 — Three-month period ended September 30, 2008 Nine-month period ended September 30, 2008 2007 — Three-month period ended September 30, 2007 Nine-month period ended September 30, 2007
Salaries and wages (Won) 49,234 (Won) 141,053 (Won) 47,839 (Won) 135,520
Severance benefits 3,371 14,390 3,093 13,575
Employee welfare 8,189 24,756 7,364 23,138
Rent 42,904 127,433 39,228 114,464
Commissions 142,019 421,031 134,705 384,532
Depreciation 244,501 749,781 260,366 779,739
Amortization 26,551 79,739 26,265 77,980
Tax and dues 5,819 22,455 8,706 29,660
Interconnection charges 210,646 615,007 179,765 530,764
Leased line charges 91,664 277,668 95,818 291,796
Research and development costs 1,721 3,510 1,638 3,456
Sales commissions 292,766 1,193,414 277,181 873,566
Sales promotion 199,082 591,649 133,484 338,580
Advertisements 30,039 86,721 29,709 94,526
Bad debt 16,195 22,545 8,318 37,606
Water and electricity 22,187 58,790 22,164 56,609
Communications 7,720 23,362 7,393 21,646
Repairs and maintenance 16,493 46,074 18,495 51,229
Cost of PCS handset sales 413,208 1,566,336 332,174 1,106,263
Others 26,858 83,566 27,116 74,408
(Won) 1,851,167 (Won) 6,149,280 (Won) 1,660,821 (Won) 5,039,057

Cost of PCS handset sales for the nine-month periods ended September 30, 2008 and 2007, consists of the following:

(in millions of Korean won) — Beginning balance of inventories Nine-months ended September 30, 2008 — (Won) 123,236 (Won) 130,273
Cost of PCS handset purchased 1,689,079 1,105,566
Transfer to other accounts (2,525 ) (4,689 )
Ending balance of inventories (243,454 ) (124,887 )
Cost of PCS handset sales (Won) 1,566,336 (Won) 1,106,263

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  1. Comprehensive Income

Comprehensive income for the nine-month periods ended September 30, 2008 and 2007, consists of the following:

(in millions of Korean won) — Net income Nine-months ended September 30, 2008 — (Won) 62,672 (Won) 191,094
Other comprehensive income and expense
Loss on valuation of available-for-sale securities Tax effects: (Won) 3,762 (2007: (Won) 525) (9,918 ) 1,384
Change in equity method investees with net accumulated comprehensive income Tax effects: (Won) - (2007: (Won) -) 4,596 (765 )
Change in equity method investees with net accumulated comprehensive expense Tax effects: (Won) - (2007: (Won) -) (705 ) 542
Gain on valuation of derivatives Tax effects: (Won) 901 (2007: (Won) -) 3,556 —
Comprehensive income (Won) 60,200 (Won) 192,255
  1. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the period.

Basic earnings per share for the three-month and nine-month periods ended September 30, 2008 and 2007, are calculated as follows:

(in millions, except for per share amounts) 2008 — Three-month period ended September 30, 2008 Nine-month period ended September 30, 2008 2007 — Three-month period ended September 30, 2007 Nine-month period ended September 30, 2007
Net income as reported on the statements of income (Won) 73,604 (Won) 62,672 (Won) 62,887 (Won) 191,094
Weighted-average number of common shares outstanding 188 191 196 196
Earnings per share 391 329 322 977

There has been no dilutive effect for the three-month and nine-month periods ended September 30, 2008 and 2007.

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Non-dilutive potential common stocks as of September 30, 2008 are as follows:

Exercise period Number of common shares to be issued
Stock options Mar. 26, 2005 ~ Mar. 25, 2010 28,600
Stock options Sep. 9. 2005 ~ Sep. 8. 2010 305,754
Stock options Mar. 5, 2007 ~ Mar. 4, 2012 110,117
Other share-based payment Apr. 14, 2008 10,505
Other share-based payment Apr. 14, 2009 17,120

Basic and diluted earnings per share for the year ended December 31, 2007 were (Won) 1,252.

  1. Related Party Transactions

The Company’s parent company is KT Corporation, which is the ultimate parent company and responsible for the consolidated financial statements.

2008
Parent company KT Corporation
Subsidiaries KTF Technologies Co., Ltd., PT.KTF Indonesia, KTFMhouse Co., Ltd., KTF M&S Co., Ltd., KTF MUSIC Co., Ltd.
Equity method investee Korea Digital Satellite Broadcasting Co., Ltd., Hares Info Tech Ltd., Korea IT Fund, ENtoB Corp, Boston Enterprise Partners, Sidus FNH Corp, KTF-CJ Music Contents Investment Fund(Centurion music
1), SidusFNH-BENEX Cinema Fund, KTF-DoCoMo Mobile Investment Fund, U MOBILE SDN. BHD., Shinhan-KTF mobilecard Co., Ltd., KT Data systems Co., Ltd.
Subsidiaries of the parent company KT Networks Co., Ltd., KT Hitel Co., Ltd., KT Powertel Co., Ltd., Korea Telecom Japan, KT Submarine Co., Ltd., KT Linkus Co., Ltd., KT Commerce, Inc., KT Rental Co., Ltd., KTCC Co., Ltd.,
NTC Co., Ltd., Internal Corporate Venture Fund, KTAI Co., Ltd., KTPI Co., Ltd., Olive Nine Co., Ltd., Telecop Service Co., Ltd., KT Capital Co., Ltd., and others

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Significant transactions which occurred in the normal course of business with related companies during the nine-month periods ended September 30, 2008 and 2007, and the related account balances outstanding as of September 30, 2008 and December 31, 2007, are summarized as follows:

(in millions of Korean won) Nine-months ended September 30, 2008 — Sales Purchases Receivables Payables
Parent company (Won) 562,087 (Won) 343,527 (Won) 185,644 (Won) 57,634
Subsidiaries 338,308 463,713 2,921 95,268
Equity method investee 7 4,936 — 2,790
Subsidiaries of the parent company 23,639 50,099 1,378 5,748
Total (Won) 924,041 (Won) 862,275 (Won) 189,943 (Won) 161,440
(in millions of Korean won) Nine-months ended September 30, 2007 — Sales Purchases Receivables Payables
Parent company (Won) 578,254 (Won) 338,260 (Won) 212,689 (Won) 47,850
Subsidiaries 57,588 378,420 1,289 109,420
Equity method investee 34 1,585 — 121
Subsidiaries of the parent company 12,145 27,088 2,038 4,357
Total (Won) 648,021 (Won) 745,353 (Won) 216,016 (Won) 161,748

Details of the compensation for key management are as follows:

(in millions of Korean won) — Short-term salaries Nine-months ended September 30, 2008 — (Won) 496 Nine-months ended September 30, 2007 — (Won) 455
Post retirement benefits 285 226
Share-based compensation 502 43
(Won) 1,283 (Won) 724

Key management refers to the directors who have significant control and responsibilities on the Company’s operations and business.

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  1. Derivatives

As of September 30, 2008, the Company has cross currency interest swap contracts with various banks to manage exposure to changes in foreign currency exchange rates and interest rates with regard to the foreign currency debentures and loans in accordance with its foreign currency risk management policy.

Swap contracts outstanding as of September 30, 2008, are as follows:

(in millions) Notional principal amounts Exchange rates on contracts Interest rates(%) on contracts Maturities
Calyon Corporation and Investment Bank (Won) 66,150 US$ 70 945.00 4.88 2011.02.25
ANZ Corporation 33,075 US$ 35 945.00 4.76 2011.02.25
ABN AMRO BANK 28,335 US$ 30 944.50 4.97 2011.02.25
Hana Bank 18,912 US$ 20 945.60 4.52 2011.02.25
National Agricultural Cooperative Federation 18,900 US$ 20 945.00 4.52 2011.02.25
Korea Development Bank 66,220 US$ 70 946.00 4.87 2010.12.13
Bank of Tokyo-Mitsubishi UFJ 39,124 JPY 4,000 9.78 5.03 2011.04.28
Mizuho Corporate Bank., Ltd 28,643 JPY 3,000 9.55 5.10 2011.04.28
DBS BANK Ltd 51,400 US$ 50 1028.00 5.84 2011.06.20
Woori Investment & Securities 15,420 US$ 15 1028.00 5.82 2011.06.20
BNP Paribas 31,050 US$ 30 1035.00 5.88 2011.06.20
Woori Investment & Securities 31,380 US$ 30 1046.00 5.77 2011.04.02
(Won) 428,609

As of September 30, 2008, the unrealized loss of (Won) 4,456 million is recognized as an accumulated other comprehensive income as these transactions meet the requirements for cash flow hedge accounting for financial statement purpose.

The Company applies cash flow hedge accounting and is exposed to fluctuations in cash flows up to June 20, 2011. Total accumulated other comprehensive expense recognized under the cash flow hedge amounts to (Won)4,456 million, of which (Won)1,169 million is expected to be recognized as income within 12 months from September 30, 2008.

As of September 30, 2008, the Company has the right to exercise the put option related to PT. Mobile-8 securities listed on the Indonesia Stock Exchange on January 31, 2009, granted from PT Bimantara Citra Tbk., which is the parent company of PT. Mobile-8. The unrealized gain of (Won) 9,825 million is charged to current operation as this contract does not meet the requirements for hedge accounting for financial statement purpose.

26

  1. Commitments and Contingencies

The Company has entered into an agreement covering the resale of PCS service with KT Corporation. As compensation for providing its telecommunications network, the Company receives certain amount from KT Corporation which is calculated by multiplying outgoing call generated from KT Corporation’s subscribers by the agreed rate per minute.

With regard to its 2G business, the Company is required to pay a certain portion of its related revenues to the Ministry of Information and Communication. As of September 30, 2008 and December 31, 2007, accrued expenses to be paid to the Ministry of Information and Communication are (Won)16,553 million and (Won)21,022 million, respectively.

As of September 30, 2008, the Company has a bank overdraft agreement with Shinhan bank amounting to (Won)50,000 million.

As of September 30, 2008, the Company is either a defendant or a plaintiff in various legal actions arising from the normal course of business. The aggregate amounts in controversy with the Company as the defendant or the plaintiff amounted to approximately (Won) 7,393 million in 18 cases, and (Won) 6,851 million in 6 cases, respectively. The Company believes that although the outcome of these cases are uncertain, they would not ultimately result in a material loss for the Company. Accordingly, no provision for potential losses arising from these claims is reflected in the accompanying financial statements.

  1. Subsequent Events

On October 4, 2008, the Board of Directors nominated Haeng Min Kwon as new chief executive officer due to the resignation of the former Chief Executive Officer, Young Joo Cho.

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