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KT CORP — Interim / Quarterly Report 2009
Jan 9, 2009
30640_ffr_2009-01-09_7b053826-9730-4dba-98ce-5b4b4db0c869.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 January 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 Ö Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No Ö
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
Consolidated Financial Statements for the Six Months Ended June 30, 2008
You should read the selected consolidated financial data below together with the unaudited consolidated financial statements as of and for the six months ended June 30, 2007 and 2008 included in this Current Report on Form 6-K. Results of operations in the first six months of 2008 may not be indicative of results of operations for the remainder of 2008 or the full year of 2008.
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the Republic of Korea (Korean GAAP), which differ in certain significant respects from accounting principles generally accepted in the United States (U.S. GAAP). See Note 19 of Notes to Consolidated Financial Statements included herein for a description of these differences and a reconciliation of certain Korean GAAP items to U.S. GAAP.
Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.
| For the Six Months Ended June 30, | |||||
|---|---|---|---|---|---|
| 2007 | 2008 | ||||
| (In billions of Won) (Unaudited) | |||||
| INCOME STATEMENT DATA | |||||
| Korean GAAP | |||||
| Operating revenues | (Won) | 9,252 | (Won) | 10,058 | |
| Operating expenses | 8,166 | 9,369 | |||
| Operating income | 1,086 | 689 | |||
| Non-operating revenues | 262 | 316 | |||
| Gain on valuation of derivatives | 7 | 139 | |||
| Interest income | 70 | 65 | |||
| Non-operating expenses | 400 | 638 | |||
| Foreign currency translation loss | 2 | 228 | |||
| Loss on valuation of derivatives | 8 | 2 | |||
| Interest expense | 261 | 218 | |||
| Income from continuing operations before income taxes expense | 948 | 367 | |||
| Income tax expense from continuing operations | 284 | 63 | |||
| Income from continuing operations | 665 | 304 | |||
| Net income | 666 | 304 | |||
| Attributable to equity holders of the parent | 596 | 315 | |||
| Attributable to minority interests | 69 | (11 | ) | ||
| U.S. GAAP (1) | |||||
| Net earnings | 641 | 385 |
| As of December 31, 2007 | As of June 30, 2008 | |||
|---|---|---|---|---|
| (In billions of Won) (Unaudited) | ||||
| BALANCE SHEET DATA | ||||
| Korean GAAP | ||||
| Working capital (2) | (Won) | 564 | (Won) | 1,013 |
| Net property and equipment | 15,288 | 15,342 | ||
| Total assets | 24,127 | 24,984 | ||
| Long-term bonds | 5,843 | 6,861 | ||
| Long-term borrowings in Korean Won | 111 | 136 | ||
| Long-term borrowings in foreign currency | 20 | 109 | ||
| Refundable deposits for telephone installation | 841 | 813 | ||
| Total stockholders equity | 11,138 | 10,970 | ||
| U.S. GAAP (1) | ||||
| Net property and equipment | (Won) | 14,671 | (Won) | 14,642 |
| Total assets | 24,023 | 24,860 | ||
| Total stockholders equity | 8,438 | 8,440 |
1
| As of December 31, 2007 | As of June 30, 2008 | |
|---|---|---|
| OPERATING DATA | ||
| Lines installed (thousands) (3) | 26,671 | 25,840 |
| Lines in service (thousands) (3) | 19,980 | 19,768 |
| Lines in service per 100 inhabitants (4) | 41.2 | 40.7 |
| Mobile subscribers (thousands) (5) | 13,721 | 14,165 |
| Broadband Internet subscribers (thousands) | 6,516 | 6,687 |
(1) See Note 19 of Notes to Consolidated Financial Statements included herein for reconciliation to U.S. GAAP.
(2) Working capital means current assets minus current liabilities.
(3) Including public telephones.
(4) Excluding public telephones.
(5) Includes subscribers of KTF and resale subscribers of KT Corporation. As of December 31, 2007, KTF had approximately 10.8 million subscribers and KT Corporation had approximately 2.9 million resale subscribers. As of June 30, 2008, KTF had approximately 11.3 million subscribers and KT Corporation had approximately 2.9 million resale subscribers.
Results of Operations
Operating Revenues
The following table shows a breakdown of our operating revenues and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.
| For the Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2007 | 2008 | |||||
| (in billions of Won) | (percentage of revenues) | (in billions of Won) | (percentage of revenues) | |||
| Telephone services: | ||||||
| Local service | (Won) | 1,431 | 15.5 % | (Won) | 1,387 | 13.8 % |
| Non-refundable telephone service installation fees | 23 | 0.2 | 17 | 0.2 | ||
| Domestic long-distance service | 341 | 3.7 | 304 | 3.0 | ||
| International long-distance service | 198 | 2.1 | 242 | 2.4 | ||
| Land-to-mobile interconnection | 813 | 8.8 | 720 | 7.2 | ||
| Sub-total | 2,806 | 30.3 | 2,670 | 26.6 | ||
| Internet services: | ||||||
| Broadband Internet access service | 1,043 | 11.3 | 1,025 | 10.2 | ||
| Other Internet-related services (1) | 213 | 2.3 | 290 | 2.9 | ||
| Sub-total | 1,256 | 13.6 | 1,315 | 13.1 | ||
| Mobile services | 2,853 | 30.9 | 3,098 | 30.8 | ||
| Sales of goods (2) | 1,205 | 13.0 | 1,670 | 16.6 | ||
| Data communication service | 632 | 6.8 | 645 | 6.4 | ||
| Miscellaneous revenues (3) | 501 | 5.4 | 660 | 6.5 | ||
| Total operating revenues | (Won) | 9,252 | 100.0 % | (Won) | 10,058 | 100.0 % |
(1) Includes revenues from Kornet Internet connection service and services provided by our Internet data centers, Bizmeka and MegaTV.
(2) Includes mobile handset sales.
(3) Includes revenues from information technology, network and international call resale services.
We have two reportable operating segmentsa wireline communications segment and a mobile services segment. Wireline communications include all services provided to fixed line customers, including Internet access services, data communication services, leased line services and telephone services. Mobile services include both PCS service and IMT-2000 service. All financial information included in the wireline communications segment discussion is based on non-consolidated financial statements of KT Corporation prior to elimination of intercompany transactions. All financial information included in the mobile service segment discussion is based on non-consolidated financial statements of KTF prior to elimination of intercompany transactions. The operations of all other entities which fall below the reporting thresholds are included in the Other segment, and include entities providing, among others, submarine cable construction and group telephone management.
2
Our operating revenues in the first six months of 2008 were Won 10,058 billion, representing an 8.7% increase from operating revenues of Won 9,252 billion in the corresponding period in 2007. The increase in operating revenues was due primarily to (1) a 38.6% increase in sales of goods; (2) an 8.6% increase in revenues from mobile services; (3) a 31.7% increase in miscellaneous revenues and (4) a 4.7% increase in revenues from Internet services. These increases were partially offset by a 4.8% decrease in revenues from telephone services. Specifically:
The 38.6% increase in our sale of goods to Won 1,670 billion in the first six months of 2008 from Won 1,205 billion in the corresponding period in 2007 was primarily due to an increase in the sale of handsets to those who elected to upgrade their handsets that are compatible with third-generation HSDPA-based IMT-2000 services.
The 8.6% increase in our mobile service revenues to Won 3,098 billion in the first six months of 2008 from Won 2,853 billion in the corresponding period in 2007 was due principally to an increase in the average monthly revenue per subscriber as well as an increase in the number of third-generation mobile service subscribers. The average revenue per subscriber of mobile services (net of commissions payable to content providers and discounts offered to subscribers) increased by 5.9% to Won 41,130 in the first six months of 2008 from Won 38,825 in the corresponding period in 2007, primarily as a result of an increase in the usage of value-added services and multimedia services related to our third-generation mobile services. The number of mobile service subscribers, including the resale subscribers of KT Corporation, increased by 3.2% to 14.2 million as of June 30, 2008 from 13.7 million as of June 30, 2007.
Our miscellaneous revenues increased by 31.7% to Won 660 billion in the first six months of 2008 from Won 501 billion in the corresponding period in 2007 primarily due to an increase in revenues from information technology, network and international call resale services.
The 4.7% increase in our revenues from Internet services to Won 1,315 billion in the first six months of 2008 from Won 1,256 billion in the corresponding period in 2007 was primarily due to a 36.2% increase in revenues related to other Internet-related services, the effect of which was offset in part by a 1.7% decrease in revenues from Broadband Internet access service. Our revenues from other Internet-related services increased primarily due to an increase in revenues from services provided by our Internet data centers, Bizmeka and MegaTV.
The 4.8% decrease in our revenues from telephone services to Won 2,670 billion in the first six months of 2008 from Won 2,806 billion in the corresponding period in 2007 was primarily due to a 11.4% decrease in land-to-mobile interconnection revenues, a 3.1% decrease in local service revenues and a 10.9% decrease in domestic long-distance service revenues, the aggregate effects of which were offset in part by a 22.2% increase in revenues from international long-distance service. Land-to-mobile interconnection revenues decreased primarily due to an increase in the volume of calls between mobile service subscribers, which in turn reduced the volume of calls between landline users to mobile subscribers. Our local service and domestic long-distance service revenues decreased primarily due to decreases in local call pulses and the number of domestic long-distance call minutes resulting from the continuing substitution effect from increase in usage of mobile telephone services and the Internet. On the other hand, our revenues from international long-distance service increased primarily due to an increase in the volume of calls from specific service providers utilizing our international long-distance network.
3
Operating Expenses
Our operating expenses in the first six months of 2008 were Won 9,369 billion, representing a 14.7% increase from Won 8,166 billion in the corresponding period in 2007. The following table shows a breakdown of our operating expenses and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.
| For the Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2007 | 2008 | |||||
| (in billions of Won) | (percentage of revenues) | (in billions of Won) | (percentage of revenues) | |||
| Depreciation and amortization | (Won) | 1,696 | 18.3 % | (Won) | 1,689 | 16.8 % |
| Salaries and related costs | 1,522 | 16.4 | 1,576 | 15.7 | ||
| Other operating and maintenance expenses (1) | 4,949 | 53.5 | 6,104 | 60.7 | ||
| Total operating expenses | (Won) | 8,166 | 88.3 % | (Won) | 9,369 | 93.1 % |
(1) Including transfers to other accounts of Won (21) billion in the first six months of 2007 and Won (19) billion in the first six months of 2008.
Wireline Communications. Operating expenses increased by 4.5% to Won 5,295 billion in the first six months of 2008 from Won 5,069 billion in the corresponding period in 2007.
Mobile Service. Operating expenses increased by 27.2% to Won 4,298 billion in the first six months of 2008 from Won 3,378 billion in the corresponding period in 2007.
The following is a discussion of the principal components of our operating expenses.
Depreciation and Amortization
Depreciation and amortization expense decreased by 0.4% to Won 1,689 billion in the first six months of 2008 from Won 1,696 billion in the corresponding period in 2007.
Wireline Communications. Depreciation and amortization expense increased by 0.9% to Won 978 billion in the first six months of 2008 from Won 969 billion in the corresponding period in 2007.
Mobile Service. Depreciation and amortization expense decreased by 2.3% to Won 558 billion in the first six months of 2008 from Won 571 billion in the corresponding period in 2007.
Salaries and Related Costs
The principal components of salaries and related costs are salaries and wages, employee welfare, provisions for severance indemnities and share-based payments. Employee welfare include meal subsidies and commuting subsidies. Provision for severance indemnities includes a lump-sum amount paid to employees who have been employed by us for more than one year when they leave.
Salaries and related costs increased by 3.5% to Won 1,576 billion in the first six months of 2008 from Won 1,522 billion in the corresponding period in 2007, primarily due to an increase in salaries and wages resulting from an increase in the average salary rate in the first six months of 2008 compared to the corresponding period in 2007, the effect of which was offset in part by a decrease in the number of employees. The following table shows a breakdown of our salaries and related costs and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.
| For the Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2007 | 2008 | |||||
| (in billions of Won) | (percentage of revenues) | (in billions of Won) | (percentage of revenues) | |||
| Salaries and wages | (Won) | 1,076 | 11.6 % | (Won) | 1,131 | 11.2 % |
| Employee welfare | 260 | 2.8 | 266 | 2.6 | ||
| Provisions for severance indemnities | 186 | 2.0 | 177 | 1.8 | ||
| Share-based payments | 1 | 0.0 | 1 | 0.0 | ||
| Total salaries and related costs | (Won) | 1,522 | 16.4 % | (Won) | 1,576 | 15.7 % |
4
Wireline Communications. Salaries and related costs increased by 2.1% to Won 1,327 billion in the first six months of 2008 from Won 1,299 billion in the corresponding period in 2007, primarily due to an increase in salaries and wages resulting from an increase in the average salary rate in the first six months of 2008 compared to the corresponding period in 2007. The number of employees at KT Corporation decreased by 2.1% to 36,400 as of June 30, 2008 from 37,162 as of June 30, 2007.
Mobile Service. Salaries and related costs increased by 4.8% to Won 119 billion in the first six months of 2008 from Won 114 billion in the corresponding period in 2007, primarily due to an increase in salaries and wages resulting from an increase in the average salary rate in the first six months of 2008 compared to the corresponding period in 2007. The number of employees at KTF decreased by 1.2% to 2,557 as of June 30, 2008 from 2,588 as of June 30, 2007.
Other Operating and Maintenance Expenses
The largest components of other operating and maintenance expenses in the first six months of 2008 were cost of goods sold, sales commissions to sales agents, commissions, interconnection payments for landline to mobile calls and promotion expenses.
The following table shows a breakdown of our other operating and maintenance expenses and each amount as a percentage of total operating revenues in the first six months of 2007 and 2008.
| For the Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2007 | 2008 | |||||
| (in billions of Won) | (percentage of revenues) | (in billions of Won) | (percentage of revenues) | |||
| Cost of goods sold | (Won) | 1,014 | 11.0 % | (Won) | 1,493 | 14.8 % |
| Sales commissions | 1,008 | 10.9 | 1,238 | 12.3 | ||
| Commissions | 549 | 5.9 | 718 | 7.1 | ||
| Interconnection charges | 576 | 6.2 | 624 | 6.2 | ||
| Promotion | 316 | 3.4 | 584 | 5.8 | ||
| Repairs and maintenance | 274 | 3.0 | 280 | 2.8 | ||
| Cost of services (commissions for system integration services and miscellaneous services) | 342 | 3.7 | 234 | 2.3 | ||
| International settlement payment | 92 | 1.0 | 131 | 1.3 | ||
| Advertising | 132 | 1.4 | 121 | 1.2 | ||
| Rent | 99 | 1.1 | 117 | 1.2 | ||
| Electric and water charges | 110 | 1.2 | 117 | 1.2 | ||
| Research | 99 | 1.1 | 107 | 1.1 | ||
| Taxes and dues | 98 | 1.1 | 102 | 1.0 | ||
| Others (1) | 240 | 2.5 | 238 | 2.3 | ||
| Total other operating and maintenance expenses | (Won) | 4,949 | 53.5 % | (Won) | 6,104 | 60.7 % |
(1) Including transfers to other accounts of Won (21) billion in the first six months of 2007 and Won (19) billion in the first six months of 2008.
Other operating and maintenance expenses in the first six months of 2008 were Won 6,104 billion, representing a 23.3% increase from Won 4,949 billion in the corresponding period in 2007. Other operating and maintenance expenses increased primarily due to a 47.2% increase in cost of goods sold, a 84.6% increase in promotion expenses and a 22.8% increase in sales commissions, which were offset in part by a 31.5% decrease in cost of services. Specifically:
Our cost of goods sold consists primarily of mobile handsets sold through our consolidated subsidiary KTF and our mobile resale service. Cost of goods sold increased by 47.2% to Won 1,493 billion in the first six months of 2008 from Won 1,014 billion in the corresponding period in 2007 primarily due to an increase in the sale of handsets to those who elected to upgrade their handsets that are compatible with third-generation HSDPA-based IMT-2000 services.
5
Promotion expenses increased by 84.6% to Won 584 billion in the first six months of 2008 from Won 316 billion in the corresponding period in 2007, primarily due to an increase in promotion of our SHOW, Megapass and MegaTV services.
Our sales commissions, which consist primarily of commissions paid to sales agents for procurement of new subscribers, increased by 22.8% to Won 1,238 billion in the first six months of 2008 from Won 1,008 billion in the corresponding period in 2007, primarily due to an increase in sales commissions paid relating to procurement of additional subscribers of our SHOW, Megapass and MegaTV services.
Cost of services, which consist primarily of commissions for system integration services and miscellaneous services, decreased by 31.5% to Won 234 billion in the first six months of 2008 from Won 342 billion in the corresponding period in 2007 primarily due to a decrease in reliance on third-party outsourcing of information technology and network services and other miscellaneous services.
Wireline Communications. Other operating and maintenance expenses (including transfers to other account) increased by 6.7% to Won 2,990 billion in the first six months of 2008 from Won 2,801 billion in the corresponding period in 2007.
Mobile Service. Other operating and maintenance expenses (including transfers to other accounts) increased by 34.5% to Won 3,621 billion in the first six months of 2008 from Won 2,693 billion in the corresponding period in 2007.
Operating Income
As a result of the above factors, our operating income in the first six months of 2008 was Won 689 billion, representing a 36.5% decrease from Won 1,086 billion in the corresponding period in 2007. Our operating margin, consisting of operating income divided by operating revenues, also decreased to 6.9% in the first six months of 2008 from 11.7% in the corresponding period in 2007.
Wireline Communications. Operating income decreased by 23.1% to Won 701 billion in the first six months of 2008 from Won 912 billion in the corresponding period in 2007 due to a 4.5% increase in operating expenses, which more than offset a 0.2% increase in operating revenues. Operating margin decreased to 11.7% in the first six months of 2008 from 15.2% in the corresponding period in 2007.
Mobile Service. Operating income decreased by 61.7% to Won 77 billion in the first six months of 2008 from Won 201 billion in the corresponding period in 2007 due to a 27.2% increase in operating expenses, which more than offset a 22.2% increase in operating revenue. Operating margin decreased to 1.8% in the first six months of 2008 from 5.6% in the corresponding period in 2007.
Income Taxes
Income taxes expense in the first six months of 2008 decreased by 77.8% to Won 63 billion from Won 284 billion in the corresponding period in 2007 primarily due to a 61.3% decrease in income from continuing operation before income tax expense to Won 367 billion in the first six months of 2008 from Won 948 billion in the corresponding period in 2007 as well as recognition of income tax credit by KTF . The effective tax rates were 17.2% in the first six months of 2008 compared to 30.0% in the corresponding period in 2007.
Wireline Communications. Income tax expenses decreased by 70.2% to Won 77 billion in the first six months of 2008 from Won 257 billion in the corresponding period in 2007 primarily due to reasons discussed above.
6
Mobile Service. KTF recognized income tax credit of Won 27 billion in the first six months of 2008 compared to income tax expense of Won 14 billion in the corresponding period in 2007, as KTF recognized loss before income tax expense of Won 38 billion in the first six months of 2008 compared to income before income tax expense of Won 142 billion in the corresponding period in 2007.
Net Income
Our net income in the first six months of 2008 was Won 304 billion, compared to Won 666 billion in the corresponding period in 2007. The 54.4% decrease in our net income was primarily attributable to a 36.5% decrease in operating income discussed above, a net loss on foreign currency translation in the first six months of 2008 compared to a net gain in the corresponding period in 2007 and a decrease in reversal of accrued provisions, the effects of which were offset in part by a 77.8% decrease in income taxes discussed above, a net gain on valuation of derivatives in the first six months of 2008 compared to a net loss in the corresponding period in 2007 and a decrease in interest expenses. Specifically:
We recorded a net loss on foreign currency translation of Won 207 billion in the first six months of 2008 compared to a net gain of Won 9 billion in the corresponding period in 2007, primarily as a result of depreciation of the Korean Won against the Dollar in the first six months of 2008 compared to a relatively stable Korean Won against the Dollar in the first six months of 2007. In terms of the noon buying rate of the Federal Reserve Bank of New York, the Won depreciated against the Dollar from Won 935.8 to US$1.00 as of December 31, 2007 to Won 1,046.8 to US$1.00 as of June 30, 2008.
Our reversal of accrued provisions decreased by 91.8% to Won 4 billion in the first half of 2008 from Won 50 billion in the corresponding period in 2007 primarily due to adjustments in our assumptions used in determining our accrued provisions, including customer usage patterns and expiration of subscription periods.
We recorded a net gain on valuation of derivatives of Won 137 billion in the first six months of 2008 compared to a net loss of Won 1 billion in the corresponding period in 2007 primarily due to the depreciation of the Korean Won against the Dollar in the first six months of 2008 compared to a relatively stable Korean Won against the Dollar in the first six months of 2007.
Our interest expenses decreased by 16.5% to Won 218 billion in the first six months of 2008 from Won 261 billion in the corresponding period in 2007 primarily as a result of a decrease in our average debt outstanding in the first half of 2008 compared to the corresponding period in 2007.
Wireline Communications. Net income decreased by 48.9% to Won 315 billion in the first six months of 2008 from Won 617 billion in the corresponding period in 2007.
Mobile Service. KTF recorded loss of Won 11 billion in the first six months of 2008 compared to net income of Won 128 billion in the corresponding period in 2007.
7
Liquidity and Capital Resources
The following table sets forth the summary of our cash flows determined in accordance with Korean GAAP for the periods indicated:
| For the Six Months Ended June 30, | |||||
|---|---|---|---|---|---|
| 2007 | 2008 | ||||
| (In billions of Won) (Unaudited) | |||||
| Net cash provided by operating activities | (Won) | 2,520 | (Won) | 1,162 | |
| Net cash used in investing activities | (1,618 | ) | (1,718 | ) | |
| Net cash provided by (used in) financing activities | (757 | ) | 49 | ||
| Cash and cash equivalents at beginning of period | 1,829 | 1,385 | |||
| Cash and cash equivalents at end of period | 1,969 | 922 | |||
| Net increase (decrease) in cash and cash equivalents | 141 | (463 | ) |
Capital Requirements
Historically, uses of cash consisted principally of purchases of property, plant and equipment and other assets and repayments of long-term debt. In recent years, we have also used cash for acquisition of treasury shares and shares of our affiliates, dividend payments and payments of retirement and severance benefits for early retirement plans. From time to time, we may also require capital for investments involving acquisitions and strategic relationships.
Net cash used in investing activities was Won 1,618 billion in the first six months of 2007 and Won 1,718 billion in the corresponding period in 2008. Our purchases of property and equipment was Won 1,532 billion in the first six months of 2007 and Won 1,653 billion in the corresponding period in 2008.
In our financing activities, we used cash of Won 628 billion in the first six months of 2007 and Won 880 billion in the corresponding period in 2008 for repayment of long-term debt, including current portion, and we used Won 5 billion in the first six months of 2007 and Won 647 billion in the corresponding period in 2008 for repayment of short-term borrowings. We also used cash of Won 473 billion in the first six months of 2007 and Won 409 billion in the corresponding period in 2008 for payment of dividends.
We anticipate that capital expenditures, and, to a lesser extent, repayment of outstanding contractual obligations and commitments will represent the most significant use of funds for the next several years. We may also require capital for investments involving acquisitions and strategic relationships, as well as the purchase of additional treasury shares and make additional acquisitions of equity interests in consolidated subsidiaries.
We compete in the telecommunications sector in Korea, which is rapidly evolving. We also face increasing competition from new entrants to the market. We may need to incur additional capital expenditures to keep up with unexpected developments in rapidly evolving telecommunications technology. There can be no assurance that we will be able to secure funds on satisfactory terms from financial institutions or other sources that are sufficient for our unanticipated needs.
Payments of contractual obligations and commitments will also require considerable resources. In our ordinary course of business, we routinely enter into commercial commitments for various aspects of our operations, including repair and maintenance. As of June 30, 2008, we had various contractual obligations and commitments that are more fully disclosed in the notes to our consolidated financial statements.
The following table sets forth selected information regarding our contractual obligations to make future payments as well as an estimate of our interest payment obligations as of June 30, 2008:
| Contractual obligations (1) | Payments due by period — Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in billions of Won) | ||||||||||
| Long-term debt obligations (including current portion of long-term debt) | (Won) | 7,734 | (Won) | 594 | (Won) | 3,619 | (Won) | 1,357 | (Won) | 2,164 |
| Capital lease obligations | 19 | 11 | 8 | 0 | 0 | |||||
| Severance payment obligations | 1,652 | 5 | 27 | 65 | 1,555 | |||||
| Other long-term liabilities reflected on our balance sheet | 450 | 130 | 320 | 0 | 0 | |||||
| Total | (Won) | 9,855 | (Won) | 740 | (Won) | 3,974 | (Won) | 1,422 | (Won) | 3,719 |
| Estimate of interest payment obligations | (Won) | 1,694 | (Won) | 421 | (Won) | 652 | (Won) | 295 | (Won) | 326 |
(1) Contractual obligations represent contractual liabilities as of the consolidated balance sheet date excluding refundable deposits for telephone installation and accruals for customer call bonus points, which do not have definitive payment schedules.
8
Capital Resources
We have traditionally met our working capital and other capital requirements principally from cash provided by operations, while raising the remainder of our requirements primarily through debt financing. Our major sources of cash have been net cash provided by operating activities, including net income and expenses not involving cash payments such as depreciation and amortization, and proceeds of long-term debt. We expect that these sources will continue to be our principal sources of cash in the future. Net income was Won 666 billion in the first half of 2007 and Won 304 billion in the corresponding period of 2008, depreciation and amortization remained relatively stable at Won 1,729 billion in the first half of 2007 and Won 1,718 billion in the corresponding period in 2008 primarily reflecting our capital investment activities during these periods, and aggregate cash proceeds from issuance of bonds and long-term borrowings were Won 545 billion in the first half of 2007 and Won 1,398 billion in the first half of 2008. We periodically increase our short-term borrowings and adjust our long-term debt financing levels depending on changes in our capital requirements.
We believe that we have sufficient working capital available to us for our current requirements and that we have a variety of alternatives available to us to satisfy our financial requirements to the extent that they are not met by funds generated by operations, including the issuance of debt securities and bank borrowings denominated in Won and various foreign currencies. For example, we increased our Medium Term Note program in June 2005 from US$1 billion to US$2 billion, of which US$700 million remained unused as of June 30, 2008. However, our ability to rely on some of these alternatives could be affected by factors such as the liquidity of the Korean and other financial markets, prevailing interest rates, our credit rating and the Governments policies regarding Won currency and foreign currency borrowings. Other factors which could materially affect our liquidity in the future include unanticipated increase in capital expenditures and decrease in cash provided by operations resulting from a significant decrease in demand for our services. We may also need to raise additional capital sooner than we expect in order to fund unanticipated investments and acquisitions.
Our total stockholders equity decreased from Won 11,138 billion as of December 31, 2007 to Won 10,970 billion as of June 30, 2008.
Liquidity
We had working capital (current assets minus current liabilities) surpluses of Won 564 billion as of December 31, 2007 and Won 1,013 billion as of June 30, 2008. The following table sets forth the summary of our significant current assets for the periods indicated:
| As of December 31, 2007 | As of June 30, 2008 | |||
|---|---|---|---|---|
| (In billions of Won) (Unaudited) | ||||
| Cash and cash equivalents | (Won) | 1,385 | (Won) | 922 |
| Short-term financial instruments | 460 | 378 | ||
| Notes and accounts receivable trade, net of allowance for doubtful accounts | 2,611 | 2,945 | ||
| Accounts receivable other | 176 | 186 | ||
| Inventories | 299 | 470 |
Our cash, cash equivalents and short-term financial instruments totaled Won 1,845 billion as of December 31, 2007 and Won 1,300 billion as of June 30, 2008. Under Korean GAAP, bank deposits and all highly liquid temporary cash instruments within maturities of three months are considered as cash equivalents. Short-term investment assets primarily consist of time and trust deposits with maturities between four to twelve months and short-term loans and current portion of securities such as beneficiary certificates and available-for-sale securities.
9
The following table sets forth the summary of our significant current liabilities for the periods indicated:
| As of December 31, 2007 | As of June 30, 2008 | |||
|---|---|---|---|---|
| (In billions of Won) (Unaudited) | ||||
| Notes and accounts payable trade | (Won) | 1,020 | (Won) | 1,216 |
| Short-term borrowings | 226 | 328 | ||
| Accounts payable other | 1,442 | 1,534 | ||
| Current portion of long-term debt | 1,020 | 593 | ||
| Accrued expenses | 484 | 686 |
As of June 30, 2008, we had bank overdraft agreements for borrowings up to Won 1,021 billion, commercial paper issuance agreements for borrowings up to Won 321 billion, collateralized loans on trade accounts receivables of up to Won 700 billion, note discount for borrowings up to Won 10 billion, letters of credit agreements for borrowings up to US$95 million, working capital loans of up to Won 1 billion and US$7 million, a collection agreement for foreign-currency denominated checks up to US$1 million and a foreign currency guarantee of up to US$1.1 million. As of June 30, 2008, Won 135 billion and US$28 million were outstanding under these facilities. We have not had, and do not believe that we will have, difficulty gaining access to short-term financing sufficient to meet our current requirements.
U.S. GAAP Reconciliation
In the first half of 2008, we recorded net earnings of Won 385 billion under U.S. GAAP compared to net income (attributable to equity holders of the parent) of Won 315 billion under Korean GAAP, and in the first half of 2007, we recorded net earnings of Won 641 billion under U.S. GAAP compared to net income (attributable to equity holders of the parent) of Won 596 billion under Korean GAAP, in each case primarily because of differences in the treatment of reversal of goodwill amortization relating to equity method investments and depreciation of property and equipment.
Stockholders equity under U.S. GAAP is lower than under Korean GAAP by Won 2,530 billion as of June 30, 2008 primarily as a result of the differences in the treatment of:
minority interests;
impairment loss relating to equity investees;
accumulated depreciation; and
service installation fees,
the effects of which were offset in part by differences in the treatment of equity in earnings of equity method affiliates related to:
reversal of goodwill amortization; and
additional acquisitions of equity investees.
For further discussion of the principal differences between Korean GAAP and U.S. GAAP as they relate to us, see Note 19 to the Consolidated Financial Statements.
10
KT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31, 2007 and June 30, 2008
(Unaudited)
| In millions of Korean won — 2007 | 2008 | In thousands of U.S. dollars (Note 2) — 2008 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| CURRENT ASSETS : | |||||
| Cash and cash equivalents (Note 2) | (Won) | 1,384,985 | (Won) | 922,134 | $ 880,908 |
| Short-term investment assets (Note 3) | 460,170 | 378,208 | 361,299 | ||
| Accounts receivabletrade, less allowance for doubtful accounts of (Won)484,713 million in 2007 and (Won)477,464 million in 2008 (Notes 2 | |||||
| and 9) | 2,611,469 | 2,944,628 | 2,812,981 | ||
| Loans | 261,721 | 460,569 | 439,978 | ||
| Receivables under finance lease (Note 2) | 41,893 | 192,252 | 183,657 | ||
| Accounts receivableother, less allowance for doubtful accounts of (Won)93,561 million in 2007 and (Won)97,339 million in 2008 (Note 2) | 176,317 | 186,125 | 177,804 | ||
| Accrued revenues | 13,684 | 21,299 | 20,347 | ||
| Advance payments | 67,272 | 83,484 | 79,752 | ||
| Prepaid expenses | 54,918 | 137,385 | 131,243 | ||
| Prepaid income taxes | 1,411 | 574 | 548 | ||
| Guarantee deposits | 9,414 | 2,425 | 2,317 | ||
| Current portion of derivative instruments assets (Notes 2 and 18) | 696 | 12,690 | 12,123 | ||
| Current portion of deferred income tax assets (Note 2) | 259,525 | 244,397 | 233,471 | ||
| Inventories (Notes 2 and 4) | 299,104 | 469,664 | 448,666 | ||
| Other current assets | 220 | 6,690 | 6,391 | ||
| Total Current Assets | 5,642,799 | 6,062,524 | 5,791,485 |
(Continued)
11
KT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
As of December 31, 2007 and June 30, 2008
(Unaudited)
| In millions of Korean won — 2007 | 2008 | In thousands of U.S. dollars (Note 2) — 2008 | |||
|---|---|---|---|---|---|
| ASSETS | |||||
| NON-CURRENT ASSETS : | |||||
| Available-for-sale securities (Note 2) | 83,352 | 84,418 | 80,644 | ||
| Equity method investment securities (Note 2) | 234,582 | 368,325 | 351,858 | ||
| Held-to-maturity securities (Note 2) | 244 | 9,225 | 8,813 | ||
| Long-term loans to employees | 107,675 | 89,617 | 85,610 | ||
| Long-term financial instruments (Note 3) | 2,864 | 87 | 83 | ||
| Other investment assets | 41,478 | 63,359 | 60,526 | ||
| Property and equipment, net (Notes 2 and 5) | 15,288,002 | 15,342,354 | 14,656,433 | ||
| Intangible assets, net (Notes 2 and 6) | 1,735,323 | 1,600,826 | 1,529,257 | ||
| Leasehold rights and deposits | 347,217 | 360,994 | 344,855 | ||
| Long-term accounts receivabletrade | 89,612 | 171,583 | 163,912 | ||
| Long-term loans | 273,968 | 155,741 | 148,778 | ||
| Long-term receivables under finance lease(Note 2) | 65,018 | 286,479 | 273,671 | ||
| Non-current deferred income tax assets (Note 2) | 91,429 | 202,599 | 193,541 | ||
| Long-term accounts receivableother | 36,171 | 9,791 | 9,353 | ||
| Non-current derivative instruments assets (Notes 2 and 18) | 3,681 | 79,022 | 75,489 | ||
| Other non-current assets | 83,470 | 96,902 | 92,570 | ||
| Total Non-current Assets | 18,484,086 | 18,921,322 | 18,075,393 | ||
| TOTAL ASSETS | (Won) | 24,126,885 | (Won) | 24,983,846 | $ 23,866,878 |
(Continued)
12
KT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
As of December 31, 2007 and June 30, 2008
(Unaudited)
| | In millions of Korean won — 2007 | | 2008 | | In thousands of U.S. dollars (Note
2) — 2008 |
| --- | --- | --- | --- | --- | --- |
| LIABILITIES AND EQUITY | | | | | |
| CURRENT LIABILITIES : | | | | | |
| Accounts payabletrade (Note 9) | (Won) | 1,020,487 | (Won) | 1,216,160 | $ 1,161,788 |
| Short-term borrowings | | 225,970 | | 328,060 | 313,393 |
| Accounts payableother (Note 9) | | 1,441,686 | | 1,533,634 | 1,465,069 |
| Advance receipts | | 87,442 | | 101,412 | 96,878 |
| Withholdings | | 200,744 | | 222,059 | 212,131 |
| Accrued expenses | | 483,596 | | 686,285 | 655,603 |
| Income taxes payable | | 303,096 | | 151,969 | 145,175 |
| Current portion of long-term bonds and borrowings (Notes 2 and 7) | | 1,019,802 | | 593,160 | 566,641 |
| Unearned revenue | | 7,807 | | 87,259 | 83,358 |
| Key money deposits (Note 9) | | 101,360 | | 15,501 | 14,808 |
| Current portion of derivative instruments liabilities (Notes 2 and 18) | | 132,325 | | 72,383 | 69,147 |
| Current portion of accrued provisions (Notes 2 and 8) | | 47,417 | | 41,432 | 39,580 |
| Current portion of deferred income tax liabilities (Note 2) | | | | 13 | 12 |
| Other current liabilities | | 6,889 | | 520 | 497 |
| Total Current Liabilities | | 5,078,621 | | 5,049,847 | 4,824,080 |
| NON-CURRENT LIABILITIES : | | | | | |
| Long-term bonds (Notes 2 and 7) | | 5,842,827 | | 6,860,961 | 6,554,223 |
| Long-term borrowings in Korean won (Note 7) | | 110,935 | | 136,061 | 129,978 |
| Long-term borrowings in foreign currency (Note 7) | | 19,709 | | 108,620 | 103,764 |
| Provisions for severance indemnities (Note 2) | | 514,991 | | 549,132 | 524,582 |
| Refundable deposits for telephone installation | | 840,962 | | 812,957 | 776,612 |
| Long-term accounts payableother (Note 2) | | 469,255 | | 297,915 | 284,596 |
| Long-term deposits received | | 42,257 | | 125,847 | 120,221 |
| Accrued provisions (Notes 2 and 8) | | 25,420 | | 15,187 | 14,508 |
| Deferred income tax liabilities (Note 2) | | 1,896 | | 1,941 | 1,854 |
| Other long-term liabilities | | 42,246 | | 55,141 | 52,676 |
| Total Non-current Liabilities | | 7,910,498 | | 8,963,762 | 8,563,014 |
| Total Liabilities | | 12,989,119 | | 14,013,609 | 13,387,094 |
(Continued)
13
KT CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets (Continued)
As of December 31, 2007 and June 30, 2008
(Unaudited)
| In millions of Korean won | |||||||
|---|---|---|---|---|---|---|---|
| 2007 | 2008 | 2008 | |||||
| LIABILITIES AND EQUITY | |||||||
| EQUITY : | |||||||
| 8,861,763 | 8,775,410 | 8,383,082 | |||||
| Common Stock (Notes 1 and 10) | 1,560,998 | 1,560,998 | 1,491,209 | ||||
| Capital Surplus (Note 10) | 1,272,634 | 1,258,392 | 1,202,132 | ||||
| Capital Adjustments: | |||||||
| Treasury stock (Note 13) | (3,825,688 | ) | (3,837,448 | ) | (3,665,885 | ) | |
| Stock options (Notes 2 and 12) | 8,880 | 8,880 | 8,483 | ||||
| Other share-based payment (Notes 2 and 12) | 1,022 | 710 | 678 | ||||
| Total Capital Adjustments | (3,815,786 | ) | (3,827,858 | ) | (3,656,724 | ) | |
| Accumulated Other Comprehensive Income (Note 11) | |||||||
| Gain on translation of foreign operations (Note 2) | 2,471 | 10,180 | 9,725 | ||||
| Loss on translation of foreign operations (Note 2) | (13,195 | ) | (10 | ) | (10 | ) | |
| Unrealized gain on valuation of available-for-sale securities (Note 2) | 10,644 | 7,686 | 7,342 | ||||
| Unrealized gain on valuation of derivatives (Notes 2 and 18) | 2,024 | 9,325 | 8,908 | ||||
| Unrealized loss on valuation of derivatives (Notes 2 and 18) | | (1,018 | ) | (972 | ) | ||
| Increase in equity of associates (Note 2) | 2,766 | 9,000 | 8,598 | ||||
| Decrease in equity of associates (Note 2) | (4,568 | ) | (4,002 | ) | (3,823 | ) | |
| Total Accumulated Other Comprehensive Income | 142 | 31,161 | 29,768 | ||||
| Retained Earnings | 9,843,775 | 9,752,717 | 9,316,697 | ||||
| Minority Interest | 2,276,003 | 2,194,827 | 2,096,702 | ||||
| Total Equity | 11,137,766 | 10,970,237 | 10,479,784 | ||||
| TOTAL LIABILITIES AND EQUITY | (Won) | 24,126,885 | (Won) | 24,983,846 | $ | 23,866,878 |
See accompanying notes to consolidated financial statements
14
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| In millions of Korean won — 2007 | 2008 | In thousands of U.S. dollars (Note 2) — 2008 | |||
|---|---|---|---|---|---|
| OPERATING REVENUES (Notes 2, 9 and 14) | |||||
| Service revenue | (Won) | 8,047,195 | (Won) | 8,388,359 | $ 8,013,335 |
| PCS handset sales | 1,205,194 | 1,669,511 | 1,594,871 | ||
| 9,252,389 | 10,057,870 | 9,608,206 | |||
| OPERATING EXPENSES (Notes 2, 9 and 15) | 8,166,406 | 9,368,669 | 8,949,818 | ||
| OPERATING INCOME | 1,085,983 | 689,201 | 658,388 | ||
| NON-OPERATING REVENUES : | |||||
| Interest income | 69,512 | 64,920 | 62,019 | ||
| Dividend income | 501 | 543 | 519 | ||
| Foreign currency transaction gain (Note 2) | 2,493 | 16,233 | 15,508 | ||
| Foreign currency translation gain (Note 2) | 10,959 | 21,338 | 20,384 | ||
| Equity in income of associates (Note 2) | 16,774 | 16,814 | 16,062 | ||
| Gain on breach of contracts | 998 | 446 | 426 | ||
| Gain on disposal of useless materials | 8,569 | | | ||
| Gain on disposal of short-term investments | 170 | 446 | 426 | ||
| Gain on valuation of short-term investments | 1,574 | 381 | 364 | ||
| Gain on disposal of available-for-sale securities | 3,976 | 2,979 | 2,846 | ||
| Gain on disposal of equity method investment securities | 897 | | | ||
| Gain on disposal of property and equipment | 13,647 | 3,299 | 3,152 | ||
| Gain on disposal of intangible assets | 146 | 444 | 424 | ||
| Reversal of accrued provisions (Note 8) | 49,933 | 4,075 | 3,893 | ||
| Reversal of negative goodwill (Notes 2 and 6) | 259 | 65 | 62 | ||
| Gain on settlement of derivatives (Note 2) | 4,361 | 4,933 | 4,712 | ||
| Gain on valuation of derivatives (Notes 2 and 18) | 7,088 | 138,669 | 132,470 | ||
| Other non-operating revenue | 70,117 | 40,012 | 38,222 | ||
| Total Non-operating Revenues | 261,974 | 315,597 | 301,489 |
(Continued)
15
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Income (Continued)
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| In millions of Korean won | |||||||
|---|---|---|---|---|---|---|---|
| 2007 | 2008 | 2008 | |||||
| NON-OPERATING EXPENSES | |||||||
| Interest expense | (261,249 | ) | (218,248 | ) | (208,491 | ) | |
| Other bad debt expense | (11,289 | ) | (5,741 | ) | (5,484 | ) | |
| Foreign currency transaction loss (Note 2) | (2,929 | ) | (13,866 | ) | (13,246 | ) | |
| Foreign currency translation loss (Note 2) | (2,294 | ) | (228,483 | ) | (218,268 | ) | |
| Equity in loss of associates (Note 2) | (2,452 | ) | (8,677 | ) | (8,289 | ) | |
| Donations | (35,709 | ) | (50,077 | ) | (47,838 | ) | |
| Loss on disposal of available-for-sale securities | (520 | ) | | | |||
| Loss on impairment of available-for-sale securities | (252 | ) | (495 | ) | (473 | ) | |
| Loss on impairment of investment assets | (39 | ) | (2,203 | ) | (2,105 | ) | |
| Loss on disposal of property and equipment | (35,751 | ) | (30,616 | ) | (29,247 | ) | |
| Loss on impairment of property and equipment (Notes 2 and 5) | (1,058 | ) | (19,111 | ) | (18,257 | ) | |
| Loss on disposal of intangible assets | (173 | ) | (836 | ) | (799 | ) | |
| Loss on impairment of intangible assets (Notes 2 and 6) | (3,619 | ) | (203 | ) | (194 | ) | |
| Loss on disposal of accounts receivabletrade (Note 17) | (158 | ) | (341 | ) | (326 | ) | |
| Loss on settlement of derivatives (Note 2) | (5,750 | ) | (5,233 | ) | (4,999 | ) | |
| Loss on valuation of derivatives (Notes 2 and 18) | (7,616 | ) | (2,115 | ) | (2,020 | ) | |
| Other non-operating expense | (28,760 | ) | (51,787 | ) | (49,472 | ) | |
| (399,618 | ) | (638,032 | ) | (609,508 | ) | ||
| INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX EXPENSE | 948,339 | 366,766 | 350,369 | ||||
| INCOME TAX EXPENSE ON CONTINUING OPERATIONS (Note 2) | 283,541 | 62,908 | 60,096 | ||||
| NEWLY INCLUDED SUBSIDIARYS NET LOSS BEFORE ACQUISITION | 650 | | | ||||
| INCOME FROM CONTINUING OPERATIONS | 665,448 | 303,858 | 290,273 | ||||
| INCOME FROM DISCONTINUING OPERATIONS | 388 | | | ||||
| NET INCOME | (Won) | 665,836 | (Won) | 303,858 | $ | 290,273 | |
| Attributable to : | |||||||
| EQUITY HOLDERS OF THE PARENT | (Won) | 596,425 | (Won) | 314,605 | (Won) | 300,540 | |
| MINORITY INTEREST | 69,411 | (10,747 | ) | (10,267 | ) | ||
| (Won) | 665,836 | (Won) | 303,858 | $ | 290,273 | ||
| NET INCOME PER SHARE (Note 16)(*) | |||||||
| Basic income per share from continuing operations (in Korean won) | (Won) | 2,867 | (Won) | 1,545 | $ | 1,476 | |
| Basic net income per share (in Korean won) | (Won) | 2,868 | (Won) | 1,545 | $ | 1,476 | |
| Diluted income per share from continuing operations (in Korean won) | (Won) | 2,867 | (Won) | 1,545 | $ | 1,476 | |
| Diluted net income per share (in Korean won) | (Won) | 2,868 | (Won) | 1,545 | $ | 1,476 |
(*) Income per share attributable to the equity holders of the parent
See accompanying notes to consolidated financial statements
16
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| In millions of Korean won | |||||||
|---|---|---|---|---|---|---|---|
| 2007 | 2008 | 2008 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES : | |||||||
| Net income | (Won) | 665,836 | (Won) | 303,858 | $ | 290,273 | |
| Expenses not involving cash payments : | |||||||
| Share-based payment | 739 | 1,236 | 1,181 | ||||
| Provision for severance indemnities | 185,700 | 177,018 | 169,104 | ||||
| Depreciation | 1,512,026 | 1,501,074 | 1,433,964 | ||||
| Amortization | 216,439 | 216,686 | 206,998 | ||||
| Provision for doubtful accounts | 53,883 | 65,447 | 62,521 | ||||
| Interest expense | 14,429 | 14,810 | 14,148 | ||||
| Foreign currency translation loss | 208 | 228,464 | 218,250 | ||||
| Other bad debt expense | 11,289 | 5,741 | 5,484 | ||||
| Loss on disposal of available-for-sale securities | 520 | | | ||||
| Loss on impairment of available-for-sale securities | 252 | 495 | 473 | ||||
| Loss on impairment of investments | 39 | 2,203 | 2,105 | ||||
| Equity in loss of associates | 2,452 | 8,677 | 8,289 | ||||
| Loss on disposal of property and equipment | 35,751 | 30,616 | 29,247 | ||||
| Loss on impairment of property and equipment | 1,058 | 19,111 | 18,257 | ||||
| Loss on disposal of intangible assets | 173 | 836 | 799 | ||||
| Loss on impairment of intangible assets | 3,619 | 203 | 194 | ||||
| Loss on disposal of accounts receivabletrade | 158 | 341 | 326 | ||||
| Loss on settlement of derivatives | 5,750 | 5,233 | 4,999 | ||||
| Loss on valuation of derivatives | 7,616 | 2,115 | 2,020 | ||||
| Other non-operating expenses | 9,240 | 744 | 711 | ||||
| Sub-total | 2,061,341 | 2,281,050 | 2,179,070 | ||||
| Income not involving cash receipts : | |||||||
| Interest income | 1,656 | 8,629 | 8,243 | ||||
| Foreign currency translation gain | 5,069 | 18,517 | 17,689 | ||||
| Gain on disposal of property and equipment | 13,647 | 3,299 | 3,152 | ||||
| Gain on disposal of intangible assets | 146 | 444 | 424 | ||||
| Gain on disposal of available-for-sale securities | 3,976 | 2,979 | 2,846 | ||||
| Gain on disposal of short-term investments | 170 | 446 | 426 | ||||
| Gain on valuation of short-term investments | 1,574 | 381 | 364 | ||||
| Equity in income of associates | 16,774 | 16,814 | 16,062 | ||||
| Gain on disposal of equity method investment securities | 897 | | | ||||
| Gain on settlement of derivatives | 4,361 | 4,933 | 4,712 | ||||
| Gain on valuation of derivatives | 7,088 | 138,669 | 132,470 | ||||
| Reversal of negative goodwill | 259 | 65 | 62 | ||||
| Other non-operating revenues | 672 | 2,111 | 2,016 | ||||
| Sub-total | (56,289 | ) | (197,287 | ) | (188,466 | ) |
(Continued)
17
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| In millions of Korean won — 2007 | 2008 | In thousands of U.S. dollars (Note 2) — 2008 | ||||
|---|---|---|---|---|---|---|
| Changes in assets and liabilities related to operating activities : | ||||||
| Accounts receivabletrade | 94,929 | (319,639 | ) | (305,349 | ) | |
| Loans | (135,582 | ) | (193,097 | ) | (184,464 | ) |
| Receivables under finance lease | 1,185 | (150,359 | ) | (143,637 | ) | |
| Accounts receivableother | (28,400 | ) | 16,624 | 15,881 | ||
| Accrued revenues | (4,122 | ) | (7,562 | ) | (7,224 | ) |
| Advance payments | (16,184 | ) | (16,441 | ) | (15,706 | ) |
| Prepaid expenses | (52,670 | ) | (82,453 | ) | (78,767 | ) |
| Prepaid income taxes | | 837 | 800 | |||
| Guarantee deposits | (9,275 | ) | 6,983 | 6,671 | ||
| Derivative instruments, net | (3,743 | ) | (2,982 | ) | (2,849 | ) |
| Deferred income tax, net | (39,137 | ) | (85,112 | ) | (81,307 | ) |
| Other current assets | (2,147 | ) | (6,470 | ) | (6,181 | ) |
| Inventories | (74,482 | ) | (171,215 | ) | (163,560 | ) |
| Leasehold rights and deposits | (42,823 | ) | (12,143 | ) | (11,600 | ) |
| Long-term accounts receivabletrade | 3,170 | (132,353 | ) | (126,436 | ) | |
| Long-term loans | (8,364 | ) | 118,227 | 112,941 | ||
| Long-term receivables under finance lease | | (221,461 | ) | (211,560 | ) | |
| Long-term accounts receivableother | (327 | ) | 26,539 | 25,353 | ||
| Other non-current assets | (38,886 | ) | (14,817 | ) | (14,155 | ) |
| Accounts payabletrade | 269,842 | 154,813 | 147,892 | |||
| Accounts payableother | (224,141 | ) | 81,319 | 77,683 | ||
| Advance receipts | (31,674 | ) | 13,961 | 13,337 | ||
| Withholdings | 15,274 | 20,442 | 19,528 | |||
| Accrued expenses | 183,002 | 202,662 | 193,601 | |||
| Dividends payables | 2,382 | | | |||
| Income taxes payable | 133,258 | (152,111 | ) | (145,310 | ) | |
| Unearned revenue | 7,163 | 7,694 | 7,350 | |||
| Key money deposits | 7,791 | 69,450 | 66,345 | |||
| Accrued provisions | (47,279 | ) | (16,218 | ) | (15,493 | ) |
| Other current liabilities | (210 | ) | (6,369 | ) | (6,084 | ) |
| Payment of severance indemnities | (133,492 | ) | (142,889 | ) | (136,501 | ) |
| Refundable deposits for telephone installation | (29,923 | ) | (28,005 | ) | (26,753 | ) |
| Long-term accounts payableother | | (196,220 | ) | (187,447 | ) | |
| Other long-term liabilities | 53,728 | 12,895 | 12,318 | |||
| Sub-total | (151,137 | ) | (1,225,470 | ) | (1,170,683 | ) |
| Net Cash Provided by Operating Activities | 2,519,751 | 1,162,151 | 1,110,194 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES : | ||||||
| Cash inflows from investing activities : | ||||||
| Decrease in short-term investments | 82,482 | 626,112 | 598,120 | |||
| Disposal of available-for-sale securities | 684,626 | 2,675 | 2,555 | |||
| Decrease in equity method investment securities | 989 | 1,047 | 1,000 | |||
| Disposal of equity method investment securities | | 1,579 | 1,508 | |||
| Collection of held-to-maturity securities | 3 | | | |||
| Collection of long-term loans to employees | 9,551 | 7,457 | 7,124 | |||
| Disposal of long-term financial instruments | 2,358 | 2,792 | 2,667 | |||
| Decrease in other investment assets | | 2,082 | 1,989 | |||
| Disposal of property and equipment | 80,308 | 62,201 | 59,419 | |||
| Disposal of intangible assets | 286 | 2,339 | 2,234 | |||
| Sub-total | 860,603 | 708,284 | 676,616 |
(Continued)
18
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| In millions of Korean won — 2007 | 2008 | In thousands of U.S. dollars (Note 2) — 2008 | ||||
|---|---|---|---|---|---|---|
| Cash outflows for investing activities : | ||||||
| Increase in short-term investments | 83,438 | 479,334 | 457,904 | |||
| Acquisition of available-for-sale securities | 575,566 | 23,960 | 22,889 | |||
| Acquisition of equity method investment securities | 1,000 | 118,923 | 113,606 | |||
| Acquisition of assets and liabilities of consolidated subsidiaries | | 43,655 | 41,703 | |||
| Acquisition of held-to-maturity securities | 6 | 8,000 | 7,642 | |||
| Increase in long-term loans to employees | 24,665 | 37,393 | 35,721 | |||
| Increase in long-term financial instruments | | 9 | 9 | |||
| Increase in other investment assets | 183,994 | 1,611 | 1,539 | |||
| Acquisition of property and equipment | 1,531,837 | 1,652,642 | 1,578,756 | |||
| Acquisition of intangible assets | 77,901 | 60,768 | 58,051 | |||
| Sub-total | (2,478,407 | ) | (2,426,295 | ) | (2,317,820 | ) |
| Net Cash Used in Investing Activities | (1,617,804 | ) | (1,718,011 | ) | (1,641,204 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES : | ||||||
| Cash inflows from financing activities : | ||||||
| Increase in short-term borrowings | | 726,959 | 694,458 | |||
| Issuance of bonds | 503,381 | 1,210,424 | 1,156,309 | |||
| Increase in long-term borrowings | 41,820 | 187,318 | 178,943 | |||
| Capital transactions in consolidated entities including disposal of treasury stock | 861 | 3,434 | 3,280 | |||
| Sub-total | 546,062 | 2,128,135 | 2,032,990 | |||
| Cash outflows for financing activities : | ||||||
| Repayment of short-term borrowings | 4,921 | 646,776 | 617,860 | |||
| Payment of accounts payableother | 112,073 | 21,470 | 20,510 | |||
| Repayment of current portion of bond and long-term borrowings | 627,540 | 876,249 | 837,074 | |||
| Repayment of long-term borrowings | | 3,263 | 3,117 | |||
| Payment of dividends | 472,774 | 409,270 | 390,972 | |||
| Acquisition of treasury stock | 84,871 | 12,566 | 12,004 | |||
| Capital transactions in consolidated entities including acquisition of treasury stock and dividend | 870 | 109,914 | 105,000 | |||
| Sub-total | (1,303,049 | ) | (2,079,508 | ) | (1,986,537 | ) |
| Net Cash Provided by (Used in) Financing Activities | (756,987 | ) | 48,627 | 46,453 |
(Continued)
19
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| In millions of Korean won | |||||||
|---|---|---|---|---|---|---|---|
| 2007 | 2008 | 2008 | |||||
| EFFECT OF CHANGES IN CONSOLIDATED ENTITIES | (7,552 | ) | 37,261 | 35,595 | |||
| EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | 3,430 | 7,121 | 6,803 | ||||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 140,838 | (462,851 | ) | (442,159 | ) | ||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 1,828,569 | 1,384,985 | 1,323,067 | ||||
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | (Won) | 1,969,407 | (Won) | 922,134 | $ | 880,908 |
See accompanying notes to consolidated financial statements
20
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| Common stock | Capital surplus | Other comprehensive income (loss) | Retained earnings | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of Korean won) | |||||||||||||||||
| Balance as of January 1, 2007 (as reported) | (Won) | 1,560,998 | (Won) | 1,289,803 | (Won) | (3,815,045 | ) | (Won) | (5,772 | ) | (Won) | 9,400,068 | (Won) | 2,267,252 | (Won) | 10,697,304 | |
| Dividends | | | | | (416,191 | ) | (56,583 | ) | (472,774 | ) | |||||||
| Retained earnings after appropriations | 8,983,877 | 2,210,669 | 10,224,530 | ||||||||||||||
| Net income for the period | | | | | 596,425 | 69,411 | 665,836 | ||||||||||
| Acquisition of treasury stock | | | (84,871 | ) | | | | (84,871 | ) | ||||||||
| Disposal of treasury stock | | | 884 | | | | 884 | ||||||||||
| Offset of loss on disposal of treasury stock | | (133 | ) | | | | | (133 | ) | ||||||||
| Increase in subsidiaries capital stock | | 53 | | | | 808 | 861 | ||||||||||
| Acquisition of subsidiaries treasury stock | | (321 | ) | | | | (549 | ) | (870 | ) | |||||||
| Changes in consolidated entities | | | | (24 | ) | | (1,874 | ) | (1,898 | ) | |||||||
| Stock options | | | 83 | | | (97 | ) | (14 | ) | ||||||||
| Other share-based payment | | | 511 | | | | 511 | ||||||||||
| Changes in translation of foreign operations, net | | | | 2,620 | | 810 | 3,430 | ||||||||||
| Unrealized gain on valuation of available-for-sale securities | | | | (832 | ) | | (796 | ) | (1,628 | ) | |||||||
| Changes in equity of associates, net | | | | (7,704 | ) | | (103 | ) | (7,807 | ) | |||||||
| Others | | (215 | ) | | | | 434 | 219 | |||||||||
| Balance as of June 30, 2007 | (Won) | 1,560,998 | (Won) | 1,289,187 | (Won) | (3,898,438 | ) | (Won) | (11,712 | ) | (Won) | 9,580,302 | (Won) | 2,278,713 | (Won) | 10,799,050 |
21
KT CORPORATION AND SUBSIDIARIES
Consolidated Statements of Changes in Equity (Continued)
For the Six Months Ended June 30, 2007 and 2008
(Unaudited)
| Common stock | Capital surplus | Other comprehensive income (loss) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In millions of Korean won) | ||||||||||||||||
| Balance as of January 1, 2008 (as reported) | (Won) | 1,560,998 | (Won) | 1,272,634 | (Won) | (3,815,786 | ) | (Won) | 142 | (Won) | 9,843,775 | (Won) | 2,276,003 | (Won) | 11,137,766 | |
| A change in accounting policy (Note 2) | | | | | 1,711 | 2,141 | 3,852 | |||||||||
| As restated | 1,560,998 | 1,272,634 | (3,815,786 | ) | 142 | 9,845,486 | 2,278,144 | 11,141,618 | ||||||||
| Dividends | | | | | (407,374 | ) | (1,896 | ) | (409,270 | ) | ||||||
| Retained earnings after appropriations | 9,438,112 | 2,276,248 | 10,732,348 | |||||||||||||
| Net income for the period | | | | | 314,605 | (10,747 | ) | 303,858 | ||||||||
| Acquisition of treasury stock | | | (12,566 | ) | | | | (12,566 | ) | |||||||
| Disposal of treasury stock | | | 806 | | | | 806 | |||||||||
| Offset of loss on disposal of treasury stock | | (144 | ) | | | | | (144 | ) | |||||||
| Acquisition of subsidiaries stock | | (944 | ) | | | | (210 | ) | (1,154 | ) | ||||||
| Increase in subsidiaries capital stock | | 503 | | | | 2,931 | 3,434 | |||||||||
| Acquisition of subsidiaries treasury stock | | (13,928 | ) | | | | (94,832 | ) | (108,760 | ) | ||||||
| Changes in consolidated entities | | | | | | 14,953 | 14,953 | |||||||||
| Stock options | | 5 | | | | 19 | 24 | |||||||||
| Other share-based payment | | 266 | (312 | ) | | | 236 | 190 | ||||||||
| Changes in translation of foreign operations, net | | | | 20,894 | | 9,457 | 30,351 | |||||||||
| Unrealized gain on valuation of available-for-sale securities | | | | (2,958 | ) | | (5,501 | ) | (8,459 | ) | ||||||
| Changes in unrealized gain (loss) on valuation of derivatives, net | | | | 6,283 | | 1,464 | 7,747 | |||||||||
| Changes in equity of associates, net | | | | 6,800 | | 809 | 7,609 | |||||||||
| Balance as of June 30, 2008 | (Won) | 1,560,998 | (Won) | 1,258,392 | (Won) | (3,827,858 | ) | (Won) | 31,161 | (Won) | 9,752,717 | (Won) | 2,194,827 | (Won) | 10,970,237 | |
| (In thousands of U.S. dollars) | ||||||||||||||||
| Balance as of January 1, 2008 (as reported) | $ | 1,491,209 | $ | 1,215,737 | $ | (3,645,192 | ) | $ | 135 | $ | 9,403,683 | $ | 2,174,249 | $ | 10,639,821 | |
| A change in accounting policy (Note 2) | | | | | 1,635 | 2,045 | 3,680 | |||||||||
| As restated | 1,491,209 | 1,215,737 | (3,645,192 | ) | 135 | 9,405,318 | 2,176,294 | 10,643,501 | ||||||||
| Dividends | | | | | (389,161 | ) | (1,811 | ) | (390,972 | ) | ||||||
| Retained earnings after appropriations | 9,016,157 | 2,174,483 | 10,252,529 | |||||||||||||
| Net income for the period | | | | | 300,540 | (10,267 | ) | 290,273 | ||||||||
| Acquisition of treasury stock | | | (12,004 | ) | | | | (12,004 | ) | |||||||
| Disposal of treasury stock | | | 770 | | | | 770 | |||||||||
| Offset of loss on disposal of treasury stock | | (138 | ) | | | | | (138 | ) | |||||||
| Acquisition of subsidiaries stock | | (902 | ) | | | | (201 | ) | (1,103 | ) | ||||||
| Increase in subsidiaries capital stock | | 481 | | | | 2,800 | 3,281 | |||||||||
| Acquisition of subsidiaries treasury stock | | (13,305 | ) | | | | (90,592 | ) | (103,897 | ) | ||||||
| Changes in consolidated entities | | | | | | 14,284 | 14,284 | |||||||||
| Stock options | | 5 | | | | 18 | 23 | |||||||||
| Other share-based payment | | 254 | (298 | ) | | | 225 | 181 | ||||||||
| Changes in translation of foreign operations, net | | | | 19,960 | | 9,034 | 28,994 | |||||||||
| Unrealized gain on valuation of available-for-sale securities | | | | (2,826 | ) | | (5,255 | ) | (8,081 | ) | ||||||
| Changes in unrealized gain (loss) on valuation of derivatives, net | | | | 6,003 | | 1,399 | 7,402 | |||||||||
| Changes in equity of associates, net | | | | 6,496 | | 773 | 7,269 | |||||||||
| Balance as of June 30, 2008 | $ | 1,491,209 | $ | 1,202,132 | $ | (3,656,724 | ) | $ | 29,768 | $ | 9,316,697 | $ | 2,096,701 | $ | 10,479,783 |
See accompanying notes to consolidated financial statements
22
KT CORPORATION AND SUBSIDIAIRIES
Notes to Consolidated Financial Statements
For the Six Months Ended June 30, 2007 and 2008
- ORGANIZATION AND DESCRIPTION OF THE BUSINESS
a. Parent
KT Corporation (KT) commenced operations on January 1, 1982 through the segregation of specified operations from the Korean Ministry of Information and Communication (the MIC) for the purpose of contributing to the convenience in national life and improvement of public welfare through rational management of the public telecommunication business and improvement of telecommunication technology under the Korea Telecom Act.
Upon the announcements of the Government-Invested Enterprises Management Basic Act and the Privatization Law, as of October 1, 1997, KT became a government invested institution regulated by the Korean Commercial Code and KTs shares were listed on the Korea Exchange (formerly Korea Stock Exchange) on December 23, 1998. KT issued 24,282,195 additional shares on May 29, 1999 and issued American Depository Shares (ADS), representing these new shares and government-owned shares on the New York Stock Exchange and the London Exchange. On July 2, 2001, additional ADS representing 55,502,161 government-owned shares were issued.
In 2002, KT acquired its 60,294,575 government-owned shares according to the governments privatization plan for government-owned companies and there is no government-owned share as of June 30, 2008.
Prior to 1991, KT was the only telecommunication service provider in Korea. Since then, several new providers have entered the markets, as licensed by the MIC; an international call service by LG Dacom, the second telecommunication service provider, in December 1991, and local call service by Hanaro Telecom, the second local call provider, in 1999. Onse Telecom also entered a long-distance call service after its international call service. The entry of these new providers into the markets resulted in severe competition in fixed-line telephone services and high speed internet services in which large growth is not expected in the future. In order to develop new business areas, KT commercialized the Wireless Broadband Internet (WiBro) service in 2006 and launched new products such as mixed products which combine certain previous services and Internet Contests On Demand (ICOD) services under the new brand name MegaTV in 2007.
23
b. Consolidated Subsidiaries
The consolidated financial statements included the subsidiaries of which KT is the largest stockholder with more than 30% of ownership interests. The consolidated subsidiaries as of June 30, 2008 are as follows:
| Subsidiary | Year of incorporation | Year of obtaining control | Primary business | Location | Financial year end |
|---|---|---|---|---|---|
| KT Powertel Co., Ltd. (KTP) | 1985 | 1985 | Trunk radio system business | Korea | Dec.31 |
| KT Networks Corporation (KTN) | 1986 | 1986 | Group telephone management | Korea | Dec.31 |
| KT Linkus Co., Ltd. (KTL) | 1988 | 1988 | Public telephone maintenance | Korea | Dec.31 |
| KT Hitel Co., Ltd. (KTH) | 1991 | 1992 | Data communication | Korea | Dec.31 |
| KT Submarine Co., Ltd. (KTSC) | 1995 | 1995 | Submarine cable construction and maintenance | Korea | Dec.31 |
| KT Freetel Co., Ltd. (KTF) | 1997 | 1997 | PCS business | Korea | Dec.31 |
| KT Commerce Inc. (KTC) | 2002 | 2002 | B2C, B2B service | Korea | Dec.31 |
| KTF Technologies Inc. (KTFT) | 2001 | 2002 | PCS handset development | Korea | Dec.31 |
| KT Internal Venture Fund No.2 | 2003 | 2003 | Investment fund | Korea | Feb.28 |
| KTF M Hows Co., Ltd. | 2004 | 2004 | Mobile marketing | Korea | Dec.31 |
| KT Rental Co., Ltd. (KTR) | 2005 | 2005 | Rental service | Korea | Dec.31 |
| Sidus FNH Corporation | 2005 | 2005 | Movie production | Korea | Dec.31 |
| Sidus FNH Benex Cinema Investment Fund | 2006 | 2006 | Movie investment fund | Korea | Dec.31 |
| KT Capital Co., Ltd. | 2006 | 2006 | Financing service | Korea | Dec.31 |
| Telecop Service Co., Ltd. (TSC) | 2006 | 2006 | Security service | Korea | Dec.31 |
| Olive Nine Co., Ltd. | 1999 | 2006 | Broad casting production | Korea | Dec.31 |
| KTF M&S Co., Ltd. | 2007 | 2007 | PCS handset distribution | Korea | Dec.31 |
| KT FDS Co., Ltd. | 1990 | 2007 | Software development and system integration | Korea | Dec.31 |
| KTF Music Corporation (formerly, Bluecord Technology Co., Ltd.) | 1991 | 2007 | Semiconductor and telecommunication equipment manufacture | Korea | Dec.31 |
| Doremi Media Co., Ltd. | 1997 | 2007 | Recording device (magneto-optical disk) and music disc manufacture | Korea | Dec.31 |
| Nasmedia, Inc. | 2000 | 2008 | Online advertisement | Korea | Dec.31 |
| Sofnics Inc. | 2008 | 2008 | Software development and sales | Korea | Dec.31 |
| JungBoPremiumEdu Co., Ltd. | 2008 | 2008 | Online education business | Korea | Dec.31 |
| KT New Business Fund No. 1 | 2008 | 2008 | Investment fund | Korea | Dec.31 |
| Korea Telecom America, Inc. (KTAI) | 1993 | 1993 | Foreign telecommunication business | America | Dec.31 |
| New Telephone Company, Inc. (NTC) | 1993 | 1998 | Foreign telecommunication business | Russia | Dec.31 |
| Korea Telecom Japan Co., Ltd. (KTJ) | 1999 | 1999 | Foreign telecommunication business | Japan | Dec.31 |
| Korea Telecom China Co., Ltd. (KTCC) | 2003 | 2003 | Foreign telecommunication business | China | Dec.31 |
| PT. KTF Indonesia | 2005 | 2005 | Foreign telecommunication business | Indonesia | Dec.31 |
| KTSC Investment Management B.V. | 2007 | 2007 | Management of investment in Super iMax and East Telecom | Netherlands | Dec.31 |
| Super iMax | 2007 | 2007 | Wireless high speed internet business | Uzbekistan | Dec.31 |
| East Telecom | 2003 | 2007 | Fixed line telecommunication business | Uzbekistan | Dec.31 |
24
Details of investments in subsidiaries as of December 31, 2007 and June 30, 2008 are as follows:
| Subsidiary | Year of Establishment | Primary Business | December 31, 2007 | June 30, 2008 |
|---|---|---|---|---|
| KTP | 1985 | Trunk radio system business | 44.85 % | 44.85 % |
| KTN | 1986 | Group telephone management | 100.00 % | 100.00 % |
| KTL | 1988 | Public telephone maintenance | 93.82 % | 93.82 % |
| KTH | 1991 | Data communication | 65.94 % | 65.94 % |
| KTSC | 1995 | Submarine cable construction and maintenance | 36.92 % | 36.92 % |
| KTF (Note 1) | 1997 | PCS Business | 52.99 % | 54.20 % |
| KTC (Note 2) | 2002 | B2C, B2B service | 100.00 % | 100.00 % |
| KTFT | 2001 | PCS handset development | 78.78 % | 78.78 % |
| KT Internal Venture Fund No.2 | 2003 | Investment fund | 94.34 % | 94.34 % |
| KTF M Hows (Note 3) | 2004 | Mobile marketing | 51.00 % | 51.00 % |
| KTR | 2005 | Rental service | 100.00 % | 100.00 % |
| Sidus FNH (Note 4) | 2005 | Movie production | 51.00 % | 51.00 % |
| Sidus FNH Benex Cinema Investment Fund (Note 5) | 2006 | Movie investment fund | 43.33 % | 43.33 % |
| KT Capital | 2006 | Financing service | 100.00 % | 100.00 % |
| TSC | 2006 | Security service | 93.82 % | 93.82 % |
| Olive Nine. (Note 6) | 1999 | Broadcasting production | 19.20 % | 19.48 % |
| KTF M&S (Note 7) | 2007 | PCS handset distribution | 100.00 % | 100.00 % |
| KT FDS | 1990 | Software development and system integration | 100.00 % | 100.00 % |
| KTF Music Corporation (formerly , Bluecord Technology Co., Ltd.) (Note 8) | 1991 | Semiconductor and telecommunication equipment manufacture | 35.28 % | 35.28 % |
| Doremi Media (Note 9) | 1997 | Recording device (magneto-optical disk) and music disc manufacture | 64.24 % | 64.24 % |
| Nasmedia, Inc.(Note 10) | 2000 | Online advertisement | | 50.00 % |
| Sofnics Inc. (Note 11) | 2008 | Software development and sales | | 60.00 % |
| JungBoPremiumEdu Co., Ltd. (Note 12) | 2008 | Online education business | | 54.55 % |
| KT New Business Fund No. 1 (Note 13) | 2008 | Investment fund | | 100.00 % |
| KTAI | 1993 | Foreign telecommunication business | 100.00 % | 100.00 % |
| NTC | 1993 | Foreign telecommunication business | 79.96 % | 79.96 % |
| KTJ | 1999 | Foreign telecommunication business | 100.00 % | 100.00 % |
| KTCC | 2003 | Foreign telecommunication business | 100.00 % | 100.00 % |
| PT. KTF Indonesia (Note 14) | 2005 | Foreign telecommunication business | 99.00 % | 99.00 % |
| KTSC Investment Management B.V. (Note 15) | 2007 | Management of investment in Super iMax and East Telecom | 60.00 % | 60.00 % |
| Super iMax (Note 15) | 2007 | Wireless high speed internet business | 60.00 % | 100.00 % |
| East Telecom (Note 15) | 2003 | Fixed line telecommunication business | 51.00 % | 85.00 % |
(Note 1) KTF purchased 4,291,510 shares of treasury stock for retirement by a charge against its retained earnings. As a result, the Companys equity ownership interest in KTF increased from 52.99% as of December 31, 2007 to 54.20% as of June 30, 2008.
25
| (Note 2) | KTC is owned 19.0% by KT and 81.0% by KTH, respectively. |
|---|---|
| (Note 3) | KTF M Hows is owned 51% by KTF. |
| (Note 4) | Sidus FNH Corporation is owned 35.7% by KT and 15.3% by KTF, respectively. |
| (Note 5) | Sidus FNH Benex Cinema Investment Fund is owned 13.3% by KT, 6.7% by KTF, 3.3% by KTH and 20.0% by Sidus FNH Corporation, respectively. |
| (Note 6) | As KT holds rights to appoint the majority of the members of the board of directors of Olive Nine Co., Ltd., it is determined that Olive Nine Co., Ltd. is controlled by KT and included in the |
| consolidated subsidiaries. In addition, KTs ownership interest in Olive Nine Co., Ltd. increased from 19.20% at December 31, 2007 to 19.48% at June 30, 2008 according to the conversion of convertible bonds and purchase of additional shares. | |
| (Note 7) | KTF M&S is owned 100% by KTF. |
| (Note 8) | KTF Music Corporation (formerly, Bluecord Technology Co., Ltd.) is owned 35.3% by KTF. |
| (Note 9) | Doremi Media is owned 64.2% by KTF Music Corporation (formerly, Bluecord Technology Co., Ltd.). |
| (Note 10) | During the six months ended June 30, 2008, KT obtained 50.0% ownership interest plus one share of Nasmedia Inc. for (Won)26,055 million. |
| (Note 11) | During the six months ended June 30, 2008, KT obtained 60.0% ownership interest of Sofnics Inc. for (Won)600 million. |
| (Note 12) | During the six months ended June 30, 2008, KT obtained 54.6% ownership interest of JungBoPremiumEdu Co., Ltd. for (Won)6,000 million. |
| (Note 13) | During the six months ended June 30, 2008, KT and KT Capital obtained 90.9% and 9.1% ownership interests for (Won)10,000 million and (Won)1,000 million, respectively, of KT New Business Fund |
| No. 1, respectively. | |
| (Note 14) | KTF Indonesia is owned 99.0% by KTF. |
| (Note 15) | During the six months ended June 30, 2008, KT additionally invested in KTSC Investment Management B.V. cash of (Won)12,495 million and in-kind contribution of (Won)15,836 million which |
| consists of the shares of Super iMax and East Telecom totaling (Won)1,321 million and (Won)14,515 million, respectively, together with other stockholder on a proportionate basis. As a result, KTSC Investment Management B.V. obtained 100% ownership | |
| interest of Super iMax and 85.0% ownership interest of East Telecom, respectively. |
26
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Financial Statement Presentation
The Company maintains its official accounting records in Korean won and prepares statutory financial statements in the Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting principles in other countries. To conform more closely to presentations customary in filings with the Securities and Exchange Commission of the United States of America, the accompanying consolidated financial statements have been restructured and translated into English for the convenience of the readers of financial statements. Certain supplementary information included in the statutory Korean language consolidated financial statements, not required for a fair presentation of the Company and its subsidiaries financial position or result of operations, is not presented in the accompanying consolidated financial statements.
b. Adoption of New Accounting Standards
In 2008, the Company newly adopted the amendment to the Korea Accounting Institute (KAI) Opinion 06-2 Deferred Income Taxes on Investments in Subsidiaries, Associates and Interests in Joint Ventures. However, in connection with the Companys adoption of KAI Opinion 06-2, the Company did not restate the 2007 financial statements as allowed by the transition clause of the amendment, but made adjustment directly to retained earnings and minority interest amounting to (Won)1,711 million and (Won)2,141 million, respectively.
c. Cash and Cash Equivalents
Cash and cash equivalents includes cash, substitute securities including checks issued by others, and checking accounts, ordinary deposits and financial instruments, which can be easily converted into cash and whose value changes due to changes in interest rates are not material, with maturities (or date of redemption) of three months or less upon acquisition.
d. Allowance for Doubtful Accounts
An allowance for doubtful accounts is provided to cover estimated losses on receivables (account receivable- trade, accounts receivable-other, loans and other), based on collection experience and analysis of the collectability of individual outstanding receivables.
Changes in the allowance for doubtful accounts for accounts receivabletrade and loans for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):
| Balance at beginning of the period | 2007 (12 months) — (Won) | 563,164 | (Won) | 487,729 | |
|---|---|---|---|---|---|
| Provision | 71,502 | 65,447 | |||
| Write-offs | (146,937 | ) | (69,050 | ) | |
| Balance at end of the period | (Won) | 487,729 | (Won) | 484,126 |
27
e. Inventories
Inventories, which consist mainly of supplies for telecommunication facilities and PCS handsets for sales, are stated at the acquisition cost, with cost determined using the moving average method, except for goods-in-transit and land for construction for which cost are determined using the specific identification method. During the year, perpetual inventory systems are used to value inventories, which are adjusted to physical inventory counts performed at the end of the year. When the market value of inventories (net realizable value for merchandise and current replacement cost for supplies) is less than the carrying value, carrying value is stated at the lower of cost or market. The lower of cost or market method is applied by group of inventories and loss on inventory valuation is presented as a deductive item from inventories and charged to operating expenses. However, when the circumstances that previously caused inventories to be written down below cost no longer exist and the new market value of inventories subsequently recovers, the valuation loss is reversed to the extent of the original valuation loss and the reversal is deducted from operating expenses.
f. Securities (excluding the equity method investment securities)
Debt and equity securities are initially stated at the market value of consideration given for acquisition (market value of securities acquired if market value of consideration given is not available) plus incidental costs attributable to the acquisition of the securities and are classified into trading, available-for-sale and held-to-maturity securities depending on the purpose and nature of acquisition. Trading securities are presented as short-term investments while available-for-sale securities and held-to-maturity securities are presented as short-term investments or long-term investment securities depending on their nature in the balance sheet. The moving average method for equity securities and the specific identification method for debt securities are used to determine the cost of securities for the calculation of gain (loss) on disposal of those securities.
- Trading securities
Securities that are bought and held principally for the purpose of selling them in the near term with active and frequent buying and selling, including securities which consist of a portfolio of securities with the clear objective of generating profits on short-term differences in price, are classified as trading securities. Trading securities are recorded at their fair value and unrealized gains or losses from trading securities are recorded as gain (loss) on valuation of trading securities included in the non-operating revenues (expenses).
- Held-to-maturity securities
Debt securities that have fixed or determinable payments with a fixed maturity are classified as held-to-maturity securities only if the Company has both the positive intent and ability to hold those securities to maturity. However, debt securities, whose maturity dates are due within one year from the balance sheet date are classified as current assets.
After initial recognition, held-to-maturity securities are stated at amortized cost in the balance sheet. When held-to-maturity securities are measured at amortized costs, the difference between their acquisition cost and face value is amortized using the effective interest rate method and the amortization is included in the cost and interest income.
When the possibility of not being able to collect the principal and interest of held-to-maturity securities according to the terms of the contracts is highly likely, the difference between the recoverable amount (the present value of expected cash flows using the effective interest rate upon acquisition of the securities) and book value are recorded as loss on impairment of held-to-maturity securities included in the non-operating expenses and the held-to-maturity securities are stated at the recoverable amount after impairment loss. If the value of impaired securities subsequently recovers and the recovery can be objectively related to an event occurring after the impairment loss was recognized, the reversal of impairment loss are recorded as reversal of impairment loss on held-to-maturity securities included in non-operating revenues. However, the resulting carrying amount after the reversal of impairment loss shall not exceed the amortized cost that would have been measured, at the date of the reversal, if no impairment loss were recognized.
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- Available-for-sale securities
Debt and equity securities that do not fall under the classifications of trading or held-to-maturity securities are categorized and presented as available-for-sale securities included in investment assets. However, if an available-for-sale security matures or it is certain that such security will be disposed of within one year from the balance sheet date, it is classified as a current asset.
Available-for-sale securities are recorded at fair value. Unrealized gain or loss from available-for-sale securities are presented as gain or loss on valuation of available-for-sale securities included in accumulated other comprehensive income of stockholders equity. In addition, accumulated gain or loss on valuation of available-for-sale securities are reflected in either gain or loss on disposal of available-for-sale securities or loss on impairment of available-for-sale securities upon disposal or recognition of impairment of the securities. However, available-for-sale equity securities that are not marketable and whose fair value cannot be reliably measured are recorded at acquisition cost.
When there is objective evidence that the available-for-sale securities are impaired and the recoverable amount is lower than the cost (amortized cost for debt securities) of the available-for-sale securities, an impairment loss is recognized as loss on impairment of available-for-sale securities of non-operating expenses and the related unrealized gain or loss remaining in equity is adjusted to the impairment loss. If the value of impaired securities subsequently recovers and the recovery can be objectively related to an event occurring after the impairment loss was recognized, the reversal of impairment loss can be recognized up to the previously recorded impairment loss as a reversal of loss on impairment of available-for-sale securities included in non-operating revenues. However, if the fair value increases after the impairment loss is recognized but does not relate to the recovery of impairment loss as described above, the increase in fair value is recorded in equity.
g. Equity Method Investment Securities
Investments in equity securities of companies, over which the Company exercises significant influence, are reported using the equity method of accounting.
- Accounting for changes in the equity of the investee
Under the equity method of accounting, the Company records changes in its proportionate equity of the net assets of the investee depending on the nature of the underlying changes in the investee as follows; (i) equity in income (loss) of associates in the non-operating revenues (expense) for net income (loss) of the investee; (ii) increase (decrease) in retained earnings of associates in the retained earnings for changes in beginning retained earnings of the investee; (iii) increase (decrease) in equity of associates in the accumulated other comprehensive income (loss) for other changes in equity of the investee.
When the equity method investees unappropriated retained earnings carried over from prior period changes due to significant error corrections, the Company records the changes in equity as equity in income (loss) of associates included in the non-operating revenues (expenses) unless the impact of the changes on the Companys consolidated financial statements is significant. If the changes results from the changes in accounting policies of the equity method investee, they are reflected in the unappropriated retained earnings carried over from prior period in accordance with Statement of Korea Accounting Standards (SKAS) on changes in accounting policy and errors corrections. When the investee declares cash dividends, the dividends to be received are deducted directly from equity method investment securities.
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- Treatment of investment difference
Difference between the acquisition cost and the Companys proportionate equity in the fair value of net assets of the investee upon acquisition (Investment difference) are considered as (negative) goodwill and accounted for in accordance with accounting standards for business combination. The goodwill portion which is amortized over useful lives (4~10 years) on a straight line method and the negative goodwill portion which is amortized over the weighted average useful lives of depreciable non-monetary assets of the investee are included in equity in income (loss) of associates.
When the Companys equity interest in the investee increases due to an increase (or decrease) in contributed capital with (or without) consideration, the changes in the Companys proportionate equity in the investee is accounted for as investment difference. If the Companys equity interest decreases, the changes are accounted for as gain (loss) on disposal of the equity method investment securities.
- Difference between the fair value and book value of net assets of the investee
Upon acquisition of the equity method investment securities, the Companys proportionate shares in the differences between the fair values and book values of the identifiable assets and liabilities of the investee are amortized/reversed and included in equity in income (loss) of associates in accordance with the investees methods of accounting for the assets and liabilities.
- Elimination of unrealized gain or loss from intercompany transactions
The Companys proportionate share in the gain (loss) arising from transactions between the Company and the investee, which remains in the book value of assets held as of balance sheet date is considered unrealized gain (loss) and adjusted to equity method investment securities.
- Impairment loss on equity method investment securities
When there is objective evidence that the equity method investment securities are impaired and the recoverable amount is lower than the carrying amount of the equity method investment securities, an impairment loss is recognized as loss on impairment of equity method investment securities included in non-operating expenses and shall first reduce the unamortized investment difference, if any. When the recoverable amount is recovered after the recognition of impairment loss, the reversal of impairment loss can be recognized as income up to the previously recorded impairment loss. The book value of the equity method investment securities after the reversal of the impairment loss cannot exceed the book value calculated as if the impairment loss had not been originally recognized. The reversal of the impairment loss recognized against the unamortized investment difference is not allowed.
- Translation of financial statements of overseas investees
For overseas investees whose financial statements are prepared in foreign currencies, the equity method of accounting is applied after assets and liabilities are translated in accordance with the accounting treatments for the translation of the financial statements of overseas subsidiaries for consolidated financial statements. The Companys proportionate share of the difference between assets net of liabilities and equity after translation into Korean won is accounted for as increase (decrease) in equity of associates included in the accumulated other comprehensive income (loss).
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h. Property and Equipment
Property and equipment are stated at cost (acquisition cost or manufacturing cost plus expenditures directly related to preparing the asset ready for use), except for those contributed by the government and stated at amounts revalued on January 1, 1982, and assets acquired from investment in kind, by donation or free of charge in other ways are stated at fair value as an acquisition cost. Expenditures after acquisition or completion that increase future economic benefit in excess of the most recently assessed capability level of the asset are capitalized; other expenditures are charged to expense as incurred. Borrowing costs in relation to the manufacture, purchase, construction or development of assets are charged to current operations.
Depreciation is computed by the declining-balance method (except for buildings, structures, underground access to cable tunnels, and concrete and steel telephone poles that are depreciated using the straight-line method) based on the following useful lives of the related units of property and equipment and the accumulated depreciation and impairment are directly deducted from the related assets.
| Useful lives (years) | |
|---|---|
| Buildings and structures | 5-60 |
| Machinery and equipment: | |
| Underground access to cable tunnels, and concrete and steel telephone poles | 20-40 |
| Other | 3-15 |
| Vehicles | 3-10 |
| Tools, furniture and fixtures | 2-20 |
When the expected future cash flow from use or disposal of the property and equipment is lower than the carrying amount due to obsolescence, physical damage and other, the carrying amount is adjusted to the recoverable amount (the higher of net sales price or value in use) and the difference is recognized as an impairment loss. The Company recorded loss on impairment of property and equipment totaling (Won)1,058 million and (Won)19,111 million for the six months ended June 30, 2007 and 2008. Meanwhile, when the recoverable amount subsequently exceeds the carrying amount of the impaired asset, the excess is recorded as a reversal of impairment loss to the extent that the reversed asset does not exceed the carrying amount before previous impairment as adjusted by depreciation. There was no reversal of impairment loss for the six months ended June 30, 2007 and 2008.
i. Intangible Assets
Intangible assets are initially recognized at acquisition cost (purchase cost plus expenditures directly related to preparing the asset ready for use) and subsequently presented at amortized cost using the straight-line method, with amortization beginning when the asset is available for use. Meanwhile, rights to utilize buildings and facilities and copyrights are amortized over 30 or 50 years since the Company has contractual or lawful exclusive rights to them.
Intangible assets are amortized based on the following useful lives:
| Useful lives (years) | |
|---|---|
| Research and development cost | 3 - 6 |
| Goodwill and negative goodwill | 4 -10 |
| Software | 1.25 - 6 |
| Industrial rights | 5 - 10 |
| Frequency usage rights | 5.75 from the date of service commencement or 13 |
| Other intangible assets | 10 - 50 |
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Research related costs are generally expensed as operating expenses. Development costs which meet certain requirements and from which future economic benefit is certain are capitalized as intangible assets and the amortization over the estimated useful lives is recorded as operating expenses. Development costs associated with new telecommunication businesses such as Integrated Customer Information System (ICIS) and Broadband Integrated Services Digital Network (B-ISDN) and software such as Integrated Logistics Information System, Information Superhighway and Enterprise Resource Planning (ERP) are accounted for as intangible assets.
The Company was elected as a WiBro business provider on January 20, 2005 and paid (Won)125,800 million to the MIC in exchange for the usage right to frequency range of 2331.5~2358.5 Mhz obtained on March 30, 2005. The rights have a contractual life of 7 years from the grant date and are amortized over the remaining contractual life commencing from June 30, 2006 when commercial service was initiated.
On December 15, 2000, KTF acquired the license to provide third generation mobile services utilizing 2GHz frequency band (IMT-2000 service) for which a total payment of (Won)1,300 billion is to be paid to MIC as a license fee. KTF paid (Won)650 billion out of the total license fee on March 20, 2001 and the remaining balance of (Won)650 billion is required to be paid including interest for five years from 2007 to 2011 of which (Won)90 billion and (Won)110 billion were paid for the year ended December 31, 2007 and for the six months ended June 30, 2008, respectively. As of June 30, 2008, the unpaid license fees amounting to (Won)415,139 million (including current portion of (Won)125,748 million), net of present value discount of (Won)34,861 million (including current portion of (Won)4,252 million), are recorded as current or non-current liabilities. Interest rate applied to these accounts payable - other is the average of three-year Government bond interest rates as of 21 st day of each month from March of prior year to February of current year minus 0.75%.
Future payment schedule of the license fees as of June 30, 2008 is as follows (in millions of Korean won):
| Year ending June 30, — 2009 | (Won) | 130,000 |
|---|---|---|
| 2010 | 150,000 | |
| 2011 | 170,000 | |
| Total | (Won) | 450,000 |
The Company tests for impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the recoverable amount of the assets. When the recoverable amount (the higher of net sales price or value in use) of intangible assets is significantly lower than the carrying amount due to obsolescence, and other, the difference is recognized as an impairment loss. When the recoverable amount subsequently exceeds the carrying amount of the impaired asset, the excess is recorded as a reversal of impairment loss to the extent that the reversed asset does not exceed the carrying amount before the previous impairment as adjusted for amortization. The Company recorded loss on impairment of intangible assets totaling (Won)3,619 million and (Won)203 million for the six months ended June 30, 2007 and 2008, respectively. There was no reversal of impairment loss for the six months ended June 30, 2007 and 2008.
Goodwill, which represents the excess of the acquisition cost over the fair value of net identifiable assets acquired related to entities that are being consolidated, is amortized on a straight-line basis over a reasonable period. However, if the recoverable amount is significantly lower than the book value, an impairment loss on goodwill is charged against current earnings. Negative goodwill, which represents the excess of the fair value of net identifiable assets acquired over the acquisition cost, is recorded as a contra account (reduction) to intangible assets. For the six months ended June 30, 2007 and 2008, the amortization of goodwill of (Won)69,058 million and (Won)72,498 million, respectively, are included in operating expenses and the reversal of negative goodwill of (Won)259 million (Won)65 million, respectively, are included in non-operating revenues.
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j. Contributions for Construction and Others
Government subsidies and contributions for construction granted for the purpose of acquisition of certain assets are recorded as a deduction from the assets granted or other assets acquired for the temporary use of the assets granted. When the related assets are acquired, they are recorded as a deduction from the acquired assets and offset against the depreciation of the acquired assets over their useful lives. In addition, government subsidies and contributions for construction without any repayment obligation is offset against the related expenses for which they are intended to compensate, however, if there is no matching expense, they are recorded as operating or non-operating revenue depending on whether they are directly related to the Companys principal operating activities. Government subsidies and contributions for construction with a repayment obligation are recorded as a liability.
k. Present Value Discount for Assets and Liabilities
Receivables or payables from long-term installment transactions, long-term loans/borrowings or the other similar transactions are stated at present value which is determined by discounting total amounts receivable or payable in the future using the effective interest rate, if the nominal value is significantly different from the present value. The discount or premium resulting from the determination of present value should be reported in the balance sheet as a direct deduction from or addition to the nominal value of the related receivables or payables and the amortization by the effective interest rate method is included in the period income (loss).
l. Translation of Assets and Liabilities Denominated in Foreign Currency
Transactions denominated in foreign currencies are recorded in Korean won translated at the exchange rate prevailing on the transaction date and the resulting gain (loss) from foreign currency transactions is included in non-operating revenues (expenses). Monetary assets and liabilities denominated in foreign currency are translated into Korean won at the Base Rates announced by Seoul Money Brokerage Services, Ltd. on the balance sheet dates, which were, for U.S. dollars, (Won)926.8: USD 1 and (Won)1,043.4: USD 1 at June 30, 2008 and 2007, respectively, and (Won)938.2: USD 1 at December 31, 2007 and the resulting gain (loss) from foreign currency translation is included in non-operating revenues (expenses).
m. Convertible Bonds
The proceeds from issuance of convertible bonds are allocated between the conversion right and the debt issued. When additional amount is paid upon maturity to guarantee certain yield rate, the redemption premium is recognized as an addition to the convertible bonds and the conversion right, which represents the difference between the issue price of the convertible bonds and the present value of normal bonds, is accounted for as capital surplus. The redemption premium, the conversion right and the expenses incurred for the issuance of the bonds are adjusted to the bonds and amortized to interest expense using the effective interest rate method over the redemption period of the convertible bonds.
n. Provisions for Severance Indemnities
In accordance with KT and its domestic subsidiaries policies, all employees with more than one year of service are entitled to receive lump-sum severance payments upon termination of their employment, based on their current rates of salary and length of service. The accrual for severance indemnities is computed as if all employees were to terminate at the balance sheet dates and amounted to (Won)1,566,313 million and (Won)1,651,545 million as of December 31, 2007 and June 30, 2008, respectively.
The Company has insured a portion of its obligations for severance indemnities by making deposits, that will be directly paid to employees, with Samsung Life Insurance and other and records them as deposits for severance insurance deposits which is directly deducted from the accrued severance indemnities.
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o. Provisions
The Company recognizes a provision for a liability with uncertain timing or amount when (1) there is a present obligation of the Company arising from past events, (2) it is highly likely that an outflow of resources will be required to settle the obligation, and (3) the amount for the settlement of the obligation can be reliably measurable.
If there is a significant difference between the nominal value and present value of such provision, the provision is stated at the present value of the expenditures expected to be required to settle the obligation.
p. Derivative Instruments
The Company records rights and obligations arising from derivative instruments in assets and liabilities, which are stated at fair value. Gains and losses that result from the changes in the fair value of derivative instruments are recognized in current earnings. However, for derivative instruments that cash flow hedge accounting applies to, the effective portion of the gain or loss on the derivatives instruments are recorded as gain (loss) on valuation of derivatives included in the accumulated other comprehensive income (loss).
q. Share-based Payment
The Companys share-based payment transactions are accounted for in accordance with SKAS No.22 Share-based Payment which is effective from fiscal year beginning on or after December 31, 2006. As allowed in the transition clause of SKAS No. 22, for employee stock options granted before January 1, 2007, the Company accounts for them in accordance with Interpretation No. 39-35 Accounting for Stock Options.
(i) Stock options
The Company has granted stock options to its executive officers and directors prior to January 1, 2007, and for equity-settled stock options, the Company records compensation expenses which are allocated over the period in which the options vest with the corresponding credit to the stock options of the capital adjustments. When the options are exercised with the issuance of new shares, the difference between the exercise price plus the stock option cost recorded in the capital adjustments account and the par value of the new shares issued, is recorded as additional paid-in capital. In the event the Company grants stock options based on cash-settled share-based payment, the Company records compensation expenses which are allocated over the period in which the options vest with the corresponding liability recorded.
When stock options are forfeited because the specified vesting requirements are not satisfied, previously recognized compensation costs are reversed to earnings and the corresponding capital adjustments or liabilities are reversed as well. When stock options expire unexercised, previously recognized compensation costs and corresponding capital adjustments are reversed to capital surplus.
(ii) Other share-based payments
Other share-based payments granted on or after January 1, 2007 are measured as below:
For equity-settled share-based payment transactions, the Company measures the goods or services received, and the corresponding increase in equity (capital adjustments), directly, at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the entity cannot estimate reliably the fair value of the goods or services received, the Company measures the value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted.
For cash-settled share-based payment transactions, the Company measures the goods or services acquired and the liability incurred at the fair value of the liability. Until the liability is settled, the Company re-measures the fair value of the liability at each reporting date and at the date of settlement, with any changes in value recognized in profit or loss for the period.
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For share-based payment transactions in which the terms of the arrangement provide either the Company or the supplier of goods or services with a choice of whether the Company settles the transaction in cash or by issuing equity instruments, the Company is required to account for that transaction, or the components of that transaction, as a cash-settled share-based payment transaction if, and to the extent that, the Company has incurred a liability to settle in cash (or other assets), or as an equity-settled share-based payment transaction if, and to the extent that, no such liability has been incurred.
r. Accounting for Leases
A lease is classified as a finance lease or an operating lease depending on the extent of transfer to the Company of the risks and rewards incidental to ownership. If a lease meets any one of the following criteria, it is accounted for as a finance lease:
The lease transfers ownership of the asset to the lessee by the end of the lease term;
The lessee has the option to purchase the asset at a bargain price and it is certain that the option will be exercised;
The lease term is for the major part (75% or more) of the economic life of the asset even if title is not transferred;
At the date of lease commencement the present value of the minimum lease payments amounts to at least substantially all (90% or more) of the fair value of the leased asset; or
The leased assets are of such a specialized nature that only the Company can use them without major modifications.
All other leases are treated as operating leases.
For operating leases, lease payments excluding guaranteed residual value are recognized as an expense on a straight-line basis over the lease term and contingent rent is expensed as incurred. Finance leases are recognized as assets and liabilities at the lower of fair value of the leased property or the present value of the minimum lease payments discounted using the implicit interest rate of the lessor (or the Companys incremental borrowing rate if the implicit interest rate is not practicable to determine). Any initial direct costs incurred by the Company are added to the amount recognized as an asset. The depreciation policy for depreciable leased assets is consistent with that for the similar depreciable assets that are owned by the Company. Annual minimum lease payments excluding guaranteed residual value is allocated to interest expense, which is calculated using the effective interest rate, and finance lease repayment amount. Contingent rent relating to finance are charged as expenses in the periods in which they are incurred, however, if the amount is material it is allocated to principal and interest, respectively, over the remaining lease term.
s. Revenue Recognition
The Companys service revenues, which include revenues derived from telephone services, internet services and data services, are recognized on a service-rendered basis. In connection with such services, the MIC and other government entities have extensive authority to regulate the Companys fees. The MIC has responsibility for approving rates for local service and interconnection and broadband internet access services provided by the Company. As for other telecommunication services, the related rates are just required to be reported to the MIC.
The Company recognizes sales on PCS handsets when these are delivered to the dealers. In addition, the Companys construction revenue is recognized by reference to the percentage of completion of the contract which is calculating the ratio of the actual contract costs incurred to date to the estimated total contract costs.
Meanwhile, the Company recognizes sales revenues on a gross basis when the Company is the primary obligor in the transactions with customers and if the Company merely acts as an agent for the buyer or seller from whom it earns a commission, then the sales revenues are recognized on a net basis.
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t. Income Taxes
When the Company recognizes deferred income tax assets or liabilities for the temporary differences between the carrying amount of an asset and liability and tax base, a deferred income tax liability for taxable temporary difference is fully recognized except to the extent in accordance with income tax related SKAS while a deferred tax asset for deductible temporary difference is recognized to the extent that it is almost certain that taxable profit will be available against which the deductible temporary difference can be utilized. Deferred income tax asset (liability) is classified as current or non-current asset (liability) depending on the classification of related asset (liability) in the balance sheet. Deferred income tax asset (liability) which does not relate to specific asset (liability) account in the balance sheet such as deferred income tax asset recognized for tax loss carryforwards is classified as current or non-current asset (liability) depending on the expected reversal period. Deferred income tax assets and liabilities in the same tax jurisdiction and in the same current or non-current classification are presented on a net basis. Current and deferred income tax expense are included in income tax expense in the statement of operations and additional income taxes or tax refunds for the prior periods are included in income tax expense for the current period when recognized. However, income taxes resulting from transactions or events, which were directly recognized in stockholders equity in current or prior periods, or business combinations are directly adjusted to equity account or goodwill (or negative goodwill).
u. Use of Estimates
The Companys management uses reasonable estimates and assumptions in preparing the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the Republic of Korea. The estimates and assumptions can change according to additional experiences, changes in circumstances, new information and other and may be different from actual results.
v. Elimination of Inter-Company Unrealized Gain/Loss
Unrealized gains and losses included in the inventories, property and equipment and other which were acquired by transactions amongst KT and subsidiaries are fully eliminated using the gross margin ratio of the transactions and the gains and losses on disposal.
w. Translation of Overseas Subsidiaries Financial Statements
For overseas subsidiaries whose financial statements are prepared in foreign currencies, assets and liabilities are translated at the exchange rate at the consolidated balance sheet date and statement of income items are translated at the average exchange rate for the respective fiscal period. Net translation adjustments are recorded as gain (loss) on translation of foreign operations included in the accumulated other comprehensive income.
x. Changes in Consolidated Entities
For the six months ended June 30, 2008, Nasmedia, Inc., Sofnics Inc., JungBoPremiumEdu Co., Ltd. and KT New Business Fund No. 1 are newly acquired in 2008 and included in the consolidation.
In addition, when a subsidiary is acquired during the year, it is presented in the consolidated statements of income as though it had been acquired at the beginning of the year, and its earning (loss) prior to acquisition is separately presented as a deductive (additive) line item in the consolidated statements of income.
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y. Basis of Translating Consolidated Financial Statements
The consolidated financial statements are expressed in Korean won and, solely for the convenience of the reader, the consolidated financial statements as of and for the six months ended June 30, 2008, have been translated into U.S. dollars at the rate of (Won)1,046.8 to USD1, the noon buying rate in the City of New York for cable transfers in Korean won as certified for customs purposes by the Federal Reserve Bank of New York on the last business day of the period ended June 30, 2008. The translation should not be construed as a representation that any or all of the amounts shown could be converted into U.S. dollars at this or any other rate.
z. Reclassifications of Prior Period Financial Statements
Certain reclassifications have been made in prior period financial statements to conform to classifications used in the current period. Such reclassifications did not have an effect on the net assets of the Company as of December 31, 2007, or net income of the Company for the six months ended June 30, 2007.
- RESTRICTED DEPOSITS
Details of restricted deposits as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won):
| Short-term investment assets | Time deposits | December 31, 2007 — (Won) | 1,904 | June 30, 2008 — (Won) | 26,633 | Description — Guarantee deposits and others |
|---|---|---|---|---|---|---|
| Long-term financial instruments | Checking account deposit | 61 | 31 | Checking account deposit and others | ||
| Total | (Won) | 1,965 | (Won) | 26,664 |
- INVENTORIES
Inventory valuations as of December 31, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):
| December 31, 2007 | June 30, 2008 | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | Lower of cost or market value | Valuation allowance | Cost | Lower of cost or market value | Valuation allowance | |||||||||
| Merchandise | (Won) | 284,313 | (Won) | 250,028 | (Won) | (34,285 | ) | (Won) | 457,922 | (Won) | 422,099 | (Won) | (35,823 | ) |
| Supplies | 35,169 | 30,538 | (4,631 | ) | 36,528 | 34,548 | (1,980 | ) | ||||||
| Other | 18,538 | 18,538 | | 13,017 | 13,017 | | ||||||||
| (Won) | 338,020 | (Won) | 299,104 | (Won) | (38,916 | ) | (Won) | 507,467 | (Won) | 469,664 | (Won) | (37,803 | ) |
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- PROPERTY AND EQUIPMENT
Property and equipment as of December 31, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):
| Property and equipment, at cost | December 31, 2007 — (Won) | 49,503,020 | (Won) | 50,532,974 | |
|---|---|---|---|---|---|
| Less accumulated depreciation | (33,998,827 | ) | (34,966,875 | ) | |
| Less accumulated impairment loss | (10,990 | ) | (9,173 | ) | |
| Less contribution of construction | (205,201 | ) | (214,572 | ) | |
| Net | (Won) | 15,288,002 | (Won) | 15,342,354 |
- GOODWILL
Changes in goodwill and negative goodwill for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):
| 2007 (12 months) | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| January 1, 2007 | Increase | Reversal (Amortization) | December 31, 2007 | ||||||
| KTF | (Won) | 455,397 | (Won) | | (Won) | (130,113 | ) | (Won) | 325,284 |
| Sidus FNH | 15,498 | | (3,875 | ) | 11,623 | ||||
| Olive Nine | 17,755 | | (3,551 | ) | 14,204 | ||||
| KTFT | (518 | ) | | 518 | | ||||
| KT FDS | | 5,772 | (866 | ) | 4,906 | ||||
| KTF Music | | 11,206 | | 11,206 | |||||
| East Telecom | | 4,277 | | 4,277 | |||||
| Total | (Won) | 488,132 | (Won) | 21,255 | (Won) | (137,887 | ) | (Won) | 371,500 |
| 2008 (6 months) | |||||||||
| January 1, 2008 | Increase | Reversal (Amortization) | June 30, 2008 | ||||||
| KTF | (Won) | 325,284 | (Won) | | (Won) | (65,057 | ) | (Won) | 260,227 |
| Sidus FNH | 11,623 | | (1,935 | ) | 9,688 | ||||
| Olive Nine | 14,204 | | (1,775 | ) | 12,429 | ||||
| KT FDS | 4,906 | | (578 | ) | 4,328 | ||||
| KTF Music | 11,206 | | (1,121 | ) | 10,085 | ||||
| East Telecom | 4,277 | 2,851 | (713 | ) | 6,415 | ||||
| Nasmedia | | 14,436 | (1,183 | ) | 13,253 | ||||
| Sofnics | | (65 | ) | 65 | | ||||
| JungBoPremiumEdu | | 2,182 | (136 | ) | 2,046 | ||||
| Total | (Won) | 371,500 | (Won) | 19,404 | (Won) | (72,433 | ) | (Won) | 318,471 |
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- BONDS AND LONG-TERM BORROWINGS
a. Bonds
Bonds as of December 31, 2007 and June 30, 2008 are summarized as follows (in thousands of U.S. dollars and millions of Japanese yen and Korean won):
| Company | December 31, 2007 — Type | Issue date | Amount | Maturity (Note 5) | Interest rate per annum | ||
|---|---|---|---|---|---|---|---|
| In foreign currency - MTNP notes (Note | |||||||
| 1) | 2004~2006 | (Won) USD | 1,219,660 (1,300,000 | ) | 2014~2034 | 4.88%~6.50% | |
| KT | - Other | 2007 | (Won) USD | 187,640 (200,000 | ) | 2012 | 5.13% |
| In Korea won | 2001~2007 | 3,630,000 | 2008~2015 | 4.22%~7.68% | |||
| KTP | In Korea won | 2006 | 17,633 | 2008~2009 | 6.25%~6.32% | ||
| KTN | In Korea won | 2005~2007 | 15,000 | 2008~2010 | 5.29% | ||
| KTF | In Korea won | 2004~2005 | 1,180,000 | 2008~2011 | 4.95%~5.66% | ||
| KTR | In Korea won | 2005~2007 | 147,250 | 2008~2010 | 4.23%~6.85% | ||
| KT Capital | In Korea won | 2007 | 380,000 | 2008~2010 | 5.42%~6.44% | ||
| KTF Music (formerly, Bluecord Technology) | Bond with warrant (Note 2) | 2005 | 2,100 | 2008 | 7.11% | ||
| Olive Nine | Convertible bond (Note 3) | 2006 | 3,000 | 2009 | 10.00% | ||
| Total | (Won) | 6,782,283 | |||||
| Less current portion | (910,316 | ) | |||||
| Long-term portion | 5,871,967 | ||||||
| Discount on bonds | (29,558 | ) | |||||
| Conversion right adjustment | (277 | ) | |||||
| Repayment premium | 695 | ||||||
| Net | (Won) | 5,842,827 |
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| Company | June 30, 2008 — Type | Issue date | Amount | Maturity (Note 5) | Interest rate per annum | |
|---|---|---|---|---|---|---|
| KT | In foreign currency - MTNP notes (Note | |||||
| 1) | 2004~2006 | (Won) USD USD | 1,356,420 (1,300,000) (200,000) | 2014~2034 | 4.88%~6.50% | |
| (Won) | 498,348 | |||||
| - Other | 2007~2008 | USD | (360,000) | 2011~2012 | 1.44~5.13% | |
| JPY | (12,500) | |||||
| In Korea won | 2001~2008 | 3,310,000 | 2008~2015 | 4.22%~7.68% | ||
| KTP | In Korea won | 2006 | 14,300 | 2008~2009 | 6.25%~6.66% | |
| KTN | In Korea won | 2007 | 10,000 | 2010 | 5.29% | |
| KTF | In Korea won | 2004~2008 | 930,000 | 2009~2013 | 4.95%~6.41% | |
| 350,443 | LIBOR(3M) | |||||
| In foreign currency | 2008 | USD | (270,000) | 2011 | +1.50%~1.60% | |
| JPY | (7,000) | |||||
| KTR | In Korea won | 2005~2008 | 120,833 | 2008~2011 | 4.69%~6.85% | |
| KT Capital | In Korea won | 2007~2008 | 790,000 | 2008~2013 | 5.42%~7.60% | |
| KTF Music (formerly, Bluecord Technology) | Bond with warrant (Note 2) | 2005 | 2,100 | 2008 | 7.11% | |
| Total | (Won) | 7,382,444 | ||||
| Less current portion (not including discounts on bonds of (Won)282 million and conversion right adjustment of (Won)4 million) | (487,233 | ) | ||||
| Long-term portion | 6,895,211 | |||||
| Discount on bonds | (34,250 | ) | ||||
| Net | (Won) | 6,860,961 |
(Note 1) As of June 30, 2008, the Company has issued notes in the amount of USD 1,300 million with fixed interest rates under Medium Term Note Program (MTNP) registered in the Singapore Stock Exchange, which allows issuance of notes up to USD 2,000 million and the unused balance under the program is USD 700 million.
40
| (Note 2) | Details of bonds with warrants are as follows : — Issued amount (in Korean won) | : | (Won)3,000 million |
|---|---|---|---|
| Stated interest rate (%) | : | 7.11% | |
| Exercise price (in Korean won) | : | (Won)4,518 per share | |
| Exercise period | : | September 3, 2006 ~ August 2, 2008 | |
| Number of total exercisable shares | : | 664,010 | |
| Exercised shares | : | - | |
| Unexercised shares | : | 664,010 | |
| Others | : | Subject to request by the holders, certain portion of the bonds are early redeemable before maturity; up to 10% of issued amount at one year after 1 st anniversary of issuance and 20% of issued amount at the interest payment date after 2 nd anniversary of issuance. (Won)900 million of the issued amount was early redeemed through June 30, 2008. | |
| (Note 3) | Details of convertible bonds without guarantee are as follows : | ||
| Issued amount (in Korean won) | : | (Won)4,000 million | |
| Stated interest rate (%) | : | 3% | |
| Guaranteed yield rate (%) | : | 10% | |
| Conversion price (in Korean won) | : | (Won)1,584 per share | |
| Convertible period | : | February 17, 2007 ~ February 16, 2009 | |
| Number of total convertible shares | : | 2,525,252 shares | |
| Converted shares | : | 631,313 shares | |
| Unconverted shares | : | 1,893,939 shares | |
| Meanwhile, the above convertible bonds were fully converted to common shares of Olive nine Co., Ltd. at a per share conversion price of (Won)1,584 for the six months ended June | |||
| 30, 2008, and accordingly, the Company dose not have any convertible bonds as of June 30, 2008. |
b. Long-term Borrowings in Korean Won
Long-term borrowings in Korean won as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won):
| December 31, 2007 — Maturity date | Interest rate per annum | Amount | Maturity date | Interest rate per annum | Amount | ||||
|---|---|---|---|---|---|---|---|---|---|
| Informatization Promotion Fund | 2008~2012 | 4.72~5.39% | (Won) | 47,365 | 2008~2013 | 4.16~6.57% | (Won) | 45,870 | |
| Inter-Korean Cooperation Fund | 2026 | 2.00% | 5,665 | 2026 | 2.00% | 5,665 | |||
| Facility and working capital loans | 2008~2015 | 6.02~7.60% | 82,356 | 2008~2015 | 6.02~7.92% | 97,764 | |||
| General purpose loans | 2009~2010 | 5.74~6.19% | 52,132 | 2009~2011 | 5.74~5.90% | 41,639 | |||
| Commercial papers | 2008 | 6.33~6.45% | 30,000 | 2011 | 6.55~6.71% | 30,000 | |||
| Loans Secured by Real-estate | | | | 2015 | 5.00% | 797 | |||
| Total | 217,518 | 221,735 | |||||||
| Less current portion | (105,453 | ) | (84,928 | ) | |||||
| Long-term portion | 112,065 | 136,807 | |||||||
| Less present value discount | (1,130 | ) | (746 | ) | |||||
| Net | (Won) | 110,935 | (Won) | 136,061 |
Above Informatization Promotion Funds are repayable in installments for three years after two year grace period and Inter-Korean Cooperation Fund is repayable in installments for thirteen years after seven year grace period.
41
c. Long-term Borrowings in Foreign Currency
Long-term borrowings in foreign currency as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won, thousands of U.S. dollars and thousands of Russian rubles):
| December 31, 2007 | |||||||
|---|---|---|---|---|---|---|---|
| Amount | |||||||
| Maturity date | Interest rate per annum | Foreign currencies | Korean won equivalent | ||||
| New Telephone Company, Inc. | 2008 | LIBOR+3.50% | RUB | 16,364 | (Won) | 942 | |
| New Telephone Company, Inc. | 2009 | LIBOR+3.50% | RUB | 32,728 | 1,883 | ||
| KT Capital | 2008~2010 | USD LIBOR (3M)+0.99% | USD | 23,000 | 21,579 | ||
| Total | RUB | 49,092 | |||||
| USD | 23,000 | 24,404 | |||||
| Less current portion | RUB | (16,364 | ) | ||||
| USD | (4,000 | ) | (4,695 | ) | |||
| Net | RUB | 32,728 | |||||
| USD | 19,000 | (Won) | 19,709 | ||||
| June 30, 2008 | |||||||
| Amount | |||||||
| Maturity date | Interest rate per annum | Foreign currencies | Korean won equivalent | ||||
| KTSC | 2013 | LIBOR+1.70% | USD | 32,000 | (Won) | 33,389 | |
| KT Capital | 2010 | USD LIBOR (3M)+0.99% | USD | 21,000 | 21,911 | ||
| New Telephone Company, Inc. | 2009 | LIBOR+3.50% | RUB | 35,186 | 1,567 | ||
| KTF | 2010 | LIBOR(3M) +2.00% | USD | 70,000 | 73,038 | ||
| Total | USD | 123,000 | |||||
| RUB | 35,186 | 129,905 | |||||
| Less current portion | USD | (20,400 | ) | (21,285 | ) | ||
| Net | USD | 102,600 | |||||
| RUB | 35,186 | (Won) | 108,620 |
d. Repayment Schedule
Repayment schedule of the Companys bonds and long-term borrowings as of June 30, 2008 is as follows (in millions of Korean won):
| Year ending June 30, | Bonds — In local currency | In foreign currency | Sub-total | Borrowings — Borrowings in local currency | Borrowings in foreign currency | Sub-total | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2009 | (Won) | 487,233 | (Won) | | (Won) | 487,233 | (Won) | 84,928 | (Won) | 21,285 | (Won) | 106,213 | (Won) | 593,446 |
| 2010 | 1,570,000 | | 1,570,000 | 60,081 | 54,155 | 114,236 | 1,684,236 | |||||||
| 2011 | 1,310,000 | 525,337 | 1,835,337 | 58,498 | 41,109 | 99,607 | 1,934,944 | |||||||
| 2012 | 780,000 | 323,454 | 1,103,454 | 7,208 | 6,678 | 13,886 | 1,117,340 | |||||||
| 2013 | 230,000 | | 230,000 | 3,342 | 6,678 | 10,020 | 240,020 | |||||||
| Thereafter | 800,000 | 1,356,420 | 2,156,420 | 7,678 | | 7,678 | 2,164,098 | |||||||
| Total | (Won) | 5,177,233 | (Won) | 2,205,211 | (Won) | 7,382,444 | (Won) | 221,735 | (Won) | 129,905 | (Won) | 351,640 | (Won) | 7,734,084 |
42
- PROVISIONS
Changes in provisions for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):
| 2007 (12 months) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2007 | Increase | Decrease | Other, net | December 31, 2007 | |||||||||||
| Reversal | Use | ||||||||||||||
| Current portion: | |||||||||||||||
| Litigation (Note 1) | (Won) | 4,991 | (Won) | 34,269 | (Won) | (4,970 | ) | (Won) | (1,441 | ) | (Won) | | (Won) | 32,849 | |
| KT members points (Note 2) | 1,402 | 1,600 | | (1,251 | ) | | 1,751 | ||||||||
| Lets 010 call bonus points (Note 5) | 24 | | | (36 | ) | 4,344 | 4,332 | ||||||||
| Sales warranty (Note 3) | 3,505 | 10,549 | | (8,642 | ) | | 5,412 | ||||||||
| Others | 778 | 2,902 | (12 | ) | (621 | ) | 26 | 3,073 | |||||||
| Sub total | 10,700 | 49,320 | (4,982 | ) | (11,991 | ) | 4,370 | 47,417 | |||||||
| Non-current portion: | |||||||||||||||
| Call bonus points (Note 4) | 72,693 | | (44,097 | ) | (8,509 | ) | | 20,087 | |||||||
| Lets 010 call bonus points (Note 5) | 17,758 | | (829 | ) | (5,492 | ) | (6,800 | ) | 4,637 | ||||||
| Others | 1,617 | 133 | (1,037 | ) | (17 | ) | | 696 | |||||||
| Sub total | 92,068 | 133 | (45,963 | ) | (14,018 | ) | (6,800 | ) | 25,420 | ||||||
| Total | (Won) | 102,768 | (Won) | 49,453 | (Won) | (50,945 | ) | (Won) | (26,009 | ) | (Won) | (2,430 | ) | (Won) | 72,837 |
| 2008 (6 months) | |||||||||||||||
| January 1, 2008 | Increase | Decrease | Other, net | June 30, 2008 | |||||||||||
| Reversal | Use | ||||||||||||||
| Current portion: | |||||||||||||||
| Litigation (Note 1) | (Won) | 32,849 | (Won) | 2,017 | (Won) | (1 | ) | (Won) | (17,651 | ) | (Won) | | (Won) | 17,214 | |
| KT members points (Note 2) | 1,751 | 229 | (1,038 | ) | (135 | ) | | 807 | |||||||
| Call bonus points (Note 4) | | | | (2,417 | ) | 8,011 | 5,594 | ||||||||
| Lets 010 call bonus points (Note 5) | 4,332 | | | (1,519 | ) | 3,164 | 5,977 | ||||||||
| Sales warranty (Note 3) | 5,412 | 5,559 | | (4,539 | ) | | 6,432 | ||||||||
| Others | 3,073 | 5,698 | | (3,363 | ) | | 5,408 | ||||||||
| Sub total | 47,417 | 13,503 | (1,039 | ) | (29,624 | ) | 11,175 | 41,432 | |||||||
| Non-current portion: | |||||||||||||||
| Call bonus points (Note 4) | 20,088 | | (3,000 | ) | | (8,011 | ) | 9,077 | |||||||
| Lets 010 call bonus points (Note 5) | 4,637 | 3,864 | | | (3,164 | ) | 5,337 | ||||||||
| Others | 695 | 114 | (36 | ) | | | 773 | ||||||||
| Sub total | 25,420 | 3,978 | (3,036 | ) | | (11,175 | ) | 15,187 | |||||||
| Total | (Won) | 72,837 | (Won) | 17,481 | (Won) | (4,075 | ) | (Won) | (29,624 | ) | (Won) | | (Won) | 56,619 |
(Note 1) The amount recognized as the litigation provision is the estimate of payments required to settle the obligation.
43
| (Note 2) | The Company recorded provisions for the KT members points, for VIP customers of the fixed-line or mobile telephone users who are entitled to receive certain goods and other benefits
with (Won)25,000 per person. |
| --- | --- |
| (Note 3) | KTFT, a subsidiary, recorded sales warranty provisions based on the estimated warranty cost for the products sold. Sales warranty provisions are calculated in proportion to cost of goods sold
based on the historical defect experiences. |
| (Note 4) | The amount recognized as the call bonus points represents the estimate of payments for call bonus points which are provided to fixed-line customers based on the usage of the services. Once
certain criteria are met, customers are entitled to receive certain goods and other benefits from the Company. Such provision is reviewed at each balance sheet date and adjusted to reflect the current best estimate when new estimates are necessary
as a result of changes in circumstances, which were used as the bases for such estimates, or an acquisition of new information or additional experience on the usage rate, the expiration of points and others. |
| (Note 5) | The Company recorded provision for the Lets 010 (KT-PCS) call bonus points provided to its PCS subscribers who are entitled to receive certain goods and other benefits from the Company. |
44
- TRANSACTIONS AND BALANCES WITH RELATED PARTIES
KTs significant account balances with related parties as of December 31, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):
| Related party | Account | December 31, 2007 | June 30, 2008 | ||
|---|---|---|---|---|---|
| Subsidiary: | |||||
| KTF | Receivables | (Won) | 47,850 | (Won) | 59,799 |
| Payables | 188,701 | 174,160 | |||
| Key money deposits received | 23,988 | 24,502 | |||
| KTH | Receivables | 777 | 2,378 | ||
| Accrued expenses | 12,943 | 10,659 | |||
| KTN | Receivables | 7,351 | 5,391 | ||
| Payables | 45,508 | 31,072 | |||
| KTL | Receivables | 681 | 84 | ||
| Payables | 20,408 | 8,618 | |||
| KTFT | Receivables | 629 | 3,821 | ||
| Payables | 13,010 | 11,484 | |||
| KTC | Receivables | 1,844 | 1,845 | ||
| Payables | 15,298 | 14,581 | |||
| KTR | Receivables | 1,077 | 252 | ||
| Payables | 58,912 | 56,623 | |||
| Other | Receivables | 4,713 | 5,402 | ||
| Payables | 12,252 | 24,087 | |||
| Equity method investee: | |||||
| Korea Digital Satellite Broadcasting Co., Ltd. (KDB) | Receivables | 6,944 | 9,108 | ||
| Payables | 7,682 | 6,132 | |||
| Korea Information Data Corp. (KID) | Receivables | 1,074 | 4,913 | ||
| Payables | 15,763 | 12,708 | |||
| Korea New Realty Development and Construction Co., Ltd. (formerly, KT Realty Development and Management Co., Ltd.) | |||||
| (KNRDC) | Receivables | 33 | 2 | ||
| Payables | 11,486 | 2,900 | |||
| Korea Information Service Corp. (KIS) | Receivables | 18 | 1,173 | ||
| Payables | 12,211 | 9,087 | |||
| Goodmorning F Co., Ltd. | Payables | 8,267 | 6,717 | ||
| eNtoB Corp. | Payables | 17,198 | 10,111 | ||
| Korea Seoul Contact all Co., Ltd. | Payables | 3,482 | 4,015 | ||
| Korea Service and Communication Co., Ltd. | Payables | 2,768 | 3,231 | ||
| Korea Call Center Co., Ltd. | Payables | 2,395 | 2,806 | ||
| TMworld Co., Ltd. | Payables | 2,364 | 3,076 | ||
| UMS&C | Payables | 2,582 | 3,120 | ||
| Other | Receivables | 14 | 587 | ||
| Payables | 1,110 | 3,886 | |||
| Total | Receivables | (Won) | 73,005 | (Won) | 94,755 |
| Payables | (Won) | 478,328 | (Won) | 423,575 |
45
Significant transactions between KT and its related parties for the six months ended June 30, 2007 and 2008 are summarized as follows (in millions of Korean won):
| Related party | Transactions | Account | 2007 (6 months) | 2008 (6 months) | ||
|---|---|---|---|---|---|---|
| Subsidiary: | ||||||
| KTF | Leased line charges and other | Operating revenue | (Won) | 227,839 | (Won) | 227,289 |
| Purchase of PCS networks and other | Operating expense | 377,058 | 385,183 | |||
| Interest income | Non-operating revenue | 127 | | |||
| KTH | Leased line charges and other | Operating revenue | 2,214 | 4,922 | ||
| Commission and other | Operating expense | 17,369 | 20,381 | |||
| KTN | Leased line charges and other | Operating revenue | 18,648 | 14,983 | ||
| Cost of system integration (SI), network integration business and other | Operating expense | 62,762 | 67,341 | |||
| KTL | Leased line charges and other | Operating revenue | 872 | 630 | ||
| Commissions and other | Operating expense | 43,223 | 36,079 | |||
| KTFT | Telecommunication revenue and other | Operating revenue | 1,550 | 975 | ||
| Cost of goods sold and other | Operating expense | 56,834 | 35,232 | |||
| KTC | Telecommunication revenue and other | Operating revenue | 601 | 608 | ||
| Commissions and other | Operating expense | 12,789 | 13,570 | |||
| KTR | Telecommunication revenue and other | Operating revenue | 205 | 922 | ||
| Commissions and other | Operating expense | 19,170 | 22,700 | |||
| Other | Telecommunication revenue and other | Operating revenue | 13,295 | 10,165 | ||
| Commissions and other | Operating expense | 9,754 | 12,706 | |||
| Equity method investee: | ||||||
| KDB | SI revenue and other | Operating revenue | 41,968 | 28,168 | ||
| Commission and other | Operating expense | 2,595 | 1,060 | |||
| KID | Rent and other | Operating revenue | 5,984 | 13,704 | ||
| Commission and other | Operating expense | 45,068 | 47,472 | |||
| Goodmorning F Co., Ltd. | Telecommunication revenue and other | Operating revenue | 242 | 262 | ||
| Commission and other | Operating expense | 18,406 | 18,789 | |||
| KNRDC | Telecommunication revenue and other | Operating revenue | 316 | 318 | ||
| Commission and other | Operating expense | 18,220 | 7,040 | |||
| KIS | Telecommunication revenue and other | Operating revenue | 10,026 | 9,900 | ||
| Commission and other | Operating expense | 40,713 | 30,236 | |||
| eNtoB Corp. | Commission and other | Operating expense | 58,796 | 64,369 | ||
| Korea Seoul Contact all Co., Ltd. | Commission and other | Operating expense | 17,330 | 20,686 | ||
| Korea Service and Communication Co., Ltd. | Commission and other | Operating expense | 16,297 | 15,890 | ||
| Korea Call Center Co., Ltd. | Commission and other | Operating expense | 13,302 | 14,413 | ||
| TMworld Co., Ltd. | Commission and other | Operating expense | 13,087 | 14,225 | ||
| UMS&C | Commission and other | Operating expense | 12,374 | 11,620 | ||
| Other | Telecommunication revenue and other | Operating revenue | 445 | 3,882 | ||
| Commission and other | Operating expense | 1,352 | 145,436 | |||
| Total | Revenues | (Won) | 324,332 | (Won) | 316,728 | |
| Expenses | (Won) | 856,499 | (Won) | 984,428 |
46
Compensation to KTs key management personnel for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| Share-based payment | 2007 (6 months) — (Won) | 536 | 2008 (6 months) — (Won) | 710 | Description — Stock grants and others |
|---|---|---|---|---|---|
| Other Benefits | 9,846 | 9,018 | Salaries, bonuses and other allowances, retirement benefits, medical benefits and other | ||
| Total | (Won) | 10,382 | (Won) | 9,728 |
KT considers its management of vice president or higher, who have the authority and responsibility for planning, operation and control and are in charge of business or division unit, and non-permanent directors as key management personnel.
Significant account balances amongst subsidiaries as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korea won):
| Creditor | Debtor | Account | December 31, 2007 | June 30, 2008 | ||
|---|---|---|---|---|---|---|
| KTFT | KTF | Accounts receivable - trade | (Won) | 92,269 | (Won) | 123,254 |
| KTR | KTP | Long-term accounts receivable - trade and others | 31,303 | 30,370 | ||
| KTF | KTF M&S | Accounts receivable - trade | 761 | 54,035 | ||
| Other | 34,305 | 37,831 | ||||
| Total | (Won) | 158,638 | (Won) | 245,490 |
Significant transactions amongst subsidiaries for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korea won):
| Seller | Purchaser | 2007 (6 months) | 2008 (6 months) | ||
|---|---|---|---|---|---|
| KTFT | KTF | (Won) | 189,835 | (Won) | 196,825 |
| KTR | KTP | 7,609 | 1,579 | ||
| KTF M&S | KTF | 1,445 | 149,762 | ||
| Other | 99,717 | 239,876 | |||
| Total | (Won) | 298,606 | (Won) | 588,042 |
As of June 30, 2008, the Company has provided guarantees for related parties as follows (in millions of Korean won):
| Guarantor | Guarantee | Description | Amount |
|---|---|---|---|
| KTN | KTR | Guarantee for loan | (Won)40,833 |
47
- COMMON STOCK AND CAPITAL SURPLUS
As of June 30, 2008, the Companys number of shares authorized are 1,000,000,000 shares with par value of (Won)5,000 per share.
As of December 31, 2007 and June 30, 2008, the number of shares issued by the Company are 275,202,400 shares, and the common stock amounted to (Won)1,560,998 million. As allowed by the Korean Securities Exchange Law, the Company retired 36,997,259 treasury stocks through December 31, 2007 and June 30, 2008 by charges against retained earnings. Therefore, the common stock amount differs from the amount resulting from multiplying the number of shares issued by (Won)5,000 par value of common stock.
Capital surplus as of December 31, 2007 and June 30, 2008 are summarized as follows (in millions of Korean won):
| Paid-in capital in excess of par value | December 31, 2007 — (Won) | 1,440,258 | (Won) | 1,440,258 | |
|---|---|---|---|---|---|
| Acquisition of additional equity interest in consolidated subsidiaries | (277,236 | ) | (278,180 | ) | |
| Others (Note) | 109,612 | 96,314 | |||
| Total | (Won) | 1,272,634 | (Won) | 1,258,392 |
(Note) Others resulted mainly from the retirement of subsidiaries treasury stock by appropriation of retained earnings, the increase in subsidiaries capital stock, mergers between subsidiaries and other.
- COMPREHENSIVE INCOME
Comprehensive income for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| Description — Net income | 2007 (6 months) — (Won) | 665,836 | (Won) | 303,858 | ||
|---|---|---|---|---|---|---|
| A change in accounting policy | | 3,852 | ||||
| Other comprehensive income: | ||||||
| Gain on translation of foreign operations (Tax effect: nil in 2007 and (Won)(5,412) million in 2008) | 3,430 | 30,351 | ||||
| Unrealized gain on available-for-sale securities (Tax effect: (Won)(935) million in 2007 and (Won)2,841 million in | ||||||
| 2008) | (1,628 | ) | (8,459 | ) | ||
| Unrealized gain on valuation of derivatives (Tax effect: nil in 2007 and (Won)(3,324) million in 2008) | | 8,765 | ||||
| Unrealized loss on valuation of derivatives (Tax effect: nil in 2007 and (Won)386 million in 2008) | | (1,018 | ) | |||
| Increase(decrease) in equity of associates (Tax effect: (Won)(420) million in 2007 and (Won)(2,230) million in | ||||||
| 2008) | (7,807 | ) | 7,609 | |||
| Comprehensive income | (Won) | 659,831 | (Won) | 344,958 | ||
| Attributable to : | Equity holders of the parent | (Won) | 590,509 | (Won) | 347,335 | |
| Minority interest | 69,322 | (2,377 | ) | |||
| (Won) | 659,831 | (Won) | 344,958 |
48
- SHARE-BASED PAYMENT
KT granted stock options to its executive officers and directors through 2006 in accordance with the stock option plan approved by its board of directors of which details are as follows:
| Grant date | 1 st grant | Dec. 26, 2002 | 2 nd grant | Sep. 16, 2003 | 3 rd grant | Dec. 12, 2003 | 4 th grant | Feb. 4, 2005 | 5 th grant | Apr. 28, 2005 |
|---|---|---|---|---|---|---|---|---|---|---|
| Grantee | Executives | Outside directors | Executives | Executives | Executives | |||||
| Number of basic allocated shares upon grant | 460,000 | 36,400 | 80,000 | 50,800 | 45,700 | |||||
| Number of additional shares related to business performance upon grant | 220,000 | | 40,000 | 20,000 | 20,000 | |||||
| Number of shares expected to be exercised upon grant | 562,958 | 36,400 | 106,141 | 60,792 | 55,692 | |||||
| Number of settled or forfeited shares | 191,326 | 33,400 | 106,141 | 10,800 | 65,700 | |||||
| Number of allocated shares as of December 31, 2007 | 300,415 | 3,000 | | 40,000 | | |||||
| Number of additional shares related to business performance as of December 31, 2007 | 71,217 | | | 3,153 | | |||||
| Number of shares expected to be exercised | 371,632 | 3,000 | | 43,153 | | |||||
| Fair value (in Korean won) | (Won) | 22,364 | (Won) | 12,443 | (Won) | 10,926 | (Won) | 12,322 | (Won) | 10,530 |
| Total compensation cost (in millions of Korean won) | (Won) | 8,311 | (Won) | 38 | (Won) | | (Won) | 531 | (Won) | |
| Exercise price (in Korean won) | (Won) | 70,000 | (Won) | 57,000 | (Won) | 65,000 | (Won) | 54,600 | (Won) | 50,400 |
| Exercise period | Dec.27, 2004 ~Dec. 26, 2009 | Sep.17, 2005 ~Sep.16, 2010 | Dec.13, 2005 ~Dec.12, 2010 | Feb. 5, 2007 ~Feb. 4, 2012 | Apr. 29, 2007 ~Apr. 28, 2012 | |||||
| Valuation method | Fair value method | Fair value method | Fair value method | Fair value method | Fair value method | |||||
| Upon exercise, the Company can elect one of the following | ||||||||||
| settlement methods; an issuance of new shares, a provision of treasury stock or cash settlement (cash and provision of treasury stock) subject to its circumstances. KT adopted the fair value method to measure compensation costs based on the following valuation assumptions and methods are as follows: | ||||||||||
| 1 st grant | 2 nd grant | 3 rd grant | 4 th grant | 5 th grant | ||||||
| Risk free interest rate | 5.46% | 4.45% | 5.09% | 4.43% | 4.07% | |||||
| Expected duration | 4.5 years to 5.5 years | 4.5 years | 4.5 years to 5.5 years | 4.5 years to 5.5 years | 4.5 years to 5.5 years | |||||
| Expected volatility | 49.07% ~ 49.90% | 34.49% | 31.26% ~ 33.90% | 33.41% ~ 42.13% | 33.51% ~ 35.92% | |||||
| Expected dividend yield ratio | 1.10% | 1.57% | 1.57% | 5.86% | 5.86% |
49
Of total compensation costs calculated using the fair value method, the compensation costs recognized through June 30, 2008 is as follows (in millions of Korean won):
| Total compensation costs before adjustment | 10,602 | (Won) | 453 | (Won) | 1,160 | (Won) | 749 | (Won) | 586 | (Won) | 13,550 | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total compensation costs cancelled | (2,291 | ) | (415 | ) | (1,160 | ) | (218 | ) | (586 | ) | (4,670 | ) |
| Total compensation costs after adjustment | 8,311 | 38 | | 531 | | 8,880 | ||||||
| Compensation costs recognized in prior periods | (8,311 | ) | (38 | ) | | (531 | ) | | (8,880 | ) | ||
| Compensation costs to be recognized | | | | | | |
Details of other share-based payment (stock grants) to directors including chief executive officer from 2007 are as follows:
| 1 st grant | 2 nd grant | |
|---|---|---|
| Grant date | March 29, 2007 | March 27, 2008 |
| Grantee | Registered directors | Registered directors |
| Estimated number of shares granted | 23,925 shares | 29,481 shares |
| Vesting conditions | Service condition: one year Non-market performance condition: achievement of performance | Service condition: one year Non-market performance condition: achievement of performance |
| Fair value per option (in Korean won) | (Won)42,706 | (Won)48,160 |
| Total compensation costs (in Korean won) | (Won)1,022 million | (Won)1,420 million |
| Estimated exercise date (exercise date) | March 27, 2008 | March 27, 2009 |
| Valuation method | Fair value method | Fair value method |
Above compensation costs were calculated based on the fair value method and charged to current operations through June 30, 2008 as follows (in millions of Korean won):
| Total compensation costs | 1 st grant — (Won) | 1,022 | (Won) | 1,420 | |
|---|---|---|---|---|---|
| Compensation costs recognized in prior periods | (1,022 | ) | | ||
| Compensation costs to be reflected in the current period | | 1,420 | |||
| Compensation costs recognized in the current period | | (710 | ) | ||
| Compensation costs to be recognized after the current period | (Won) | | (Won) | 710 |
50
- TREASURY STOCK
Changes in KTs treasury stock for the year ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won except for share data):
| 2007 (12 months) | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| January 1, 2007 | Increase | Disposal | Retirement | December 31, 2007 | |||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | ||||||||||
| Direct purchase by the Securities and Exchange Act | 70,273,052 | (Won) | 3,733,861 | 4,425,000 | (Won) | 196,329 | (16,645 | ) | (Won) | (884 | ) | (4,425,000 | ) | (Won) | (196,329 | ) | 70,256,407 | (Won) | 3,732,977 |
| Indirect purchase through trust agreement and other | 1,259,170 | 92,711 | | | | | | | 1,259,170 | 92,711 | |||||||||
| 71,532,222 | (Won) | 3,826,572 | 4,425,000 | (Won) | 196,329 | (16,645 | ) | (Won) | (884 | ) | (4,425,000 | ) | (Won) | (196,329 | ) | 71,515,577 | (Won) | 3,825,688 | |
| 2008 (6 months) | |||||||||||||||||||
| January 1, 2008 | Increase | Disposal | Retirement | June 30, 2008 | |||||||||||||||
| Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | Number of shares | Amount | ||||||||||
| Direct purchase by the Securities and Exchange Act | 70,256,407 | (Won) | 3,732,977 | 280,000 | (Won) | 12,566 | (15,173 | ) | (Won) | (806 | ) | | (Won) | | 70,521,234 | (Won) | 3,744,737 | ||
| Indirect purchase through trust agreement and other | 1,259,170 | 92,711 | | | | | | | 1,259,170 | 92,711 | |||||||||
| 71,515,577 | (Won) | 3,825,688 | 280,000 | (Won) | 12,566 | (15,173 | ) | (Won) | (806 | ) | | (Won) | | 71,780,404 | (Won) | 3,837,448 |
Treasury stocks disposed of for the year ended December 31, 2007 and the six months ended June 30, 2008 and the remaining balance as of June 30, 2008 have been and is expected to be used for the stock compensation to the Companys directors and employees and other.
- OPERATING REVENUES
Operating revenues for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| Internet services | 2007 (6 months) — (Won) | 1,256,256 | 2008 (6 months) — (Won) | 1,315,100 |
|---|---|---|---|---|
| Data communication services | 631,880 | 644,633 | ||
| Telephone services | 2,805,674 | 2,670,470 | ||
| PCS services | 2,852,593 | 3,098,198 | ||
| PCS handsets sales | 1,205,194 | 1,669,511 | ||
| Other | 500,792 | 659,958 | ||
| Total | (Won) | 9,252,389 | (Won) | 10,057,870 |
51
- OPERATING EXPENSES
Operating expenses for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| Salaries and wages | 2007 (6 months) — (Won) | 1,075,566 | (Won) | 1,131,125 | |
|---|---|---|---|---|---|
| Share-based payment | 739 | 1,236 | |||
| Provision for severance indemnities | 185,700 | 177,018 | |||
| Employee welfare | 259,831 | 266,401 | |||
| Travel | 20,083 | 16,808 | |||
| Communications | 35,546 | 29,710 | |||
| Electric and water charges | 109,879 | 116,938 | |||
| Taxes and dues | 98,471 | 101,783 | |||
| Supplies | 18,689 | 19,747 | |||
| Publications | 2,356 | 2,488 | |||
| Rent | 99,490 | 116,970 | |||
| Depreciation | 1,489,191 | 1,483,577 | |||
| Amortization | 206,574 | 205,432 | |||
| Repairs | 197,924 | 91,842 | |||
| Maintenance | 75,802 | 187,811 | |||
| Automobile maintenance | 14,327 | 17,613 | |||
| Insurance | 10,657 | 15,533 | |||
| Commissions | 548,507 | 717,669 | |||
| Facilitation | 2,971 | 5,872 | |||
| Advertising | 131,573 | 120,601 | |||
| Education and training | 20,423 | 17,237 | |||
| Praise and reward | 3,478 | 5,347 | |||
| Research | 99,202 | 106,698 | |||
| Development | 22,675 | 22,206 | |||
| Interconnection charges | 575,521 | 624,153 | |||
| Cost of services | 341,532 | 234,047 | |||
| International settlement payment | 92,247 | 130,608 | |||
| Cost of goods sold | 1,014,362 | 1,493,276 | |||
| Promotion | 316,484 | 584,379 | |||
| Sales commission | 1,007,503 | 1,237,565 | |||
| Provision for doubtful accounts | 53,883 | 65,447 | |||
| Other | 56,512 | 40,725 | |||
| Sub-total | 8,187,698 | 9,387,862 | |||
| Less : transfer to other accounts | (21,292 | ) | (19,193 | ) | |
| (Won) | 8,166,406 | (Won) | 9,368,669 |
- INCOME PER SHARE
The Companys net income per share for the six months ended June 30, 2007 and 2008 are computed as follows (in millions of Korean won, except for per share data):
a. Basic Income Per Share From Continuing Operations
| Net income from continuing operations | 2007 (6 months) — (Won) | 596,108 | 2008 (6 months) — (Won) | 314,605 |
|---|---|---|---|---|
| Weighted average number of common stock outstanding | 207,956,184 | 203,689,881 | ||
| Basic income per share from continuing operations (in Korean won) | (Won) | 2,867 | (Won) | 1,545 |
52
b. Basic Income Per Share From Discontinuing Operations
| Net income from discontinuing operations | 2007 (6 months) — (Won) | 317 | 2008 (6 months) — (Won) | |
|---|---|---|---|---|
| Weighted average number of common stock outstanding | 207,956,184 | 203,689,881 | ||
| Basic income per share from discontinuing operations (in Korean won) | (Won) | 1 | (Won) | |
c. Basic Net Income Per Share
| Net income | 2007 (6 months) — (Won) | 596,425 | 2008 (6 months) — (Won) | 314,605 |
|---|---|---|---|---|
| Weighted average number of common stock outstanding | 207,956,184 | 203,689,881 | ||
| Basic net income per share (in Korean won) | (Won) | 2,868 | (Won) | 1,545 |
d. Diluted Income Per Share From Continuing Operations
| Net income from continuing operations | 2007 (6 months) — (Won) | 596,108 | 2008 (6 months) — (Won) | 314,605 |
|---|---|---|---|---|
| Adjusted income from continuing operations | 596,108 | 314,605 | ||
| Weighted average number of common stock outstanding | 207,956,184 | 203,689,881 | ||
| Number of shares with dilutive effects (Note) | | | ||
| Diluted income per share from continuing operations (in Korean won) | (Won) | 2,867 | (Won) | 1,545 |
e. Diluted Income Per Share From Discontinuing Operations
| Net income from discontinuing operations | 2007 (6 months) — (Won) | 317 | 2008 (6 months) — (Won) | |
|---|---|---|---|---|
| Adjusted income from discontinuing operations | 317 | | ||
| Weighted average number of common stock outstanding | 207,956,184 | 203,689,881 | ||
| Number of shares with dilutive effects (Note) | | | ||
| Diluted income per share from discontinuing operations (in Korean won) | (Won) | 1 | (Won) | |
53
f. Diluted Net Income Per Share
| Net income | 2007 (6 months) — (Won) | 596,425 | 2008 (6 months) — (Won) | 314,605 |
|---|---|---|---|---|
| Adjusted net income | 596,425 | 314,605 | ||
| Weighted average number of common stock outstanding | 207,956,184 | 203,689,881 | ||
| Number of shares with dilutive effects (Note) | | | ||
| Diluted net income per share (in Korean won) | (Won) | 2,868 | (Won) | 1,545 |
For the purpose of calculating diluted income per share, all dilutive potential common stock were added to net income attributable to common stock holders and the weighted average number of shares outstanding, respectively. Diluted income per share is calculated by dividing adjusted income by the weighted average number of common stock and all dilutive potential common stock. Stock options and other share-based payments have no dilutive effect and are excluded from the calculation of diluted income per share.
(Note) Potential common stock as of December 31, 2007 and June 30, 2008 are as follows:
| Par value | Issue date | Maturity date | Exercisable Period | Common shares to be issued — December 31, 2007 | June 30, 2008 | |
|---|---|---|---|---|---|---|
| Stock option | (Note 1) | December 26, 2002 | December 26, 2009 | Increase in the number of exercisable shares by 1/3 every year after two years from grant date | 371,632 | 371,632 |
| Stock option | (Note 2) | September 16, 2003 | September 16, 2010 | From 2 years after grant date till maturity date | 3,000 | 3,000 |
| Stock option | (Note 3) | February 4, 2005 | February 4, 2012 | Increase in the number of exercisable shares by 1/3 every year after two years from grant date | 43,153 | 43,153 |
| Other share-based payment | (Note 4) | March 29, 2007 | March 27, 2008 | On maturity date, subject to the resolution of board of directors | 23,925 | |
| Other share-based payment | (Note 4) | March 27, 2008 | March 27, 2009 | On maturity date, subject to the resolution of board of directors | | 29,481 |
| Total | 441,710 | 447,266 |
| (Note 1) | Exercise price of (Won)70,000 per common stock. |
|---|---|
| (Note 2) | Exercise price of (Won)57,000 per common stock. |
| (Note 3) | Exercise price of (Won)54,600 per common stock. |
| (Note 4) | Shares to be given subject to performance |
54
- COMMITMENTS AND CONTINGENCIES
a. Legal Matters
On May 25, 2005, the Fair Trade Commission (FTC) imposed a fine of (Won)116,168 million to the Company related to local telephone services and leased line services for internet cafes. On September 14, 2005, the FTC imposed an additional fine of (Won)24,258 million to the Company related to domestic and international long-distance services. The Company expensed these fines for the year ended December 31, 2005. As of June 30, 2008, the Company has appealed certain portion of the fine imposed by the FTC amounting to (Won)132,332 million to the Supreme Court. However, the final result of this appeal cannot be presently determined.
The Company is also in various litigation as a defendant in other cases of which claim amounts totaled (Won)58,426 million (121 cases) as of June 30, 2008. The Company accrued (Won)17,214 million as provisions related to the litigation as of June 30, 2008. However, the final result of this litigation cannot be presently determined.
b. Commitments with Financial Institutions
As of June 30, 2008, major commitments with local financial institutions are as follows (in millions of Korean won and thousands of foreign currencies)
| Commitment | Amount | Related companies | |
|---|---|---|---|
| Bank overdraft | (Won) | 1,020,900 | KT, TSC, KT Capital, KTF and KTR |
| Commercial paper issuance | 321,000 | KT, TSC and KT Capital | |
| Collateralized loan on accounts receivable - trade | 700,000 | KT | |
| Note discount | 10,000 | KTL | |
| Working capital loans | 1,000 | KTSC and Nasmedia | |
| USD | 7,000 | ||
| Letters of credit | USD | 95,000 | KT, KTP, KTSC, KTR and KT Capital |
| Collection for foreign currency denominated checks | USD | 1,000 | KT |
| Foreign currency guarantee | USD | 1,075 | KTSC |
| Total | (Won) | 2,052,900 | |
| USD | 104,075 |
As of June 30, 2008, the Company has construction performance guarantee agreements with Korea Software Financial Cooperative and other four financial institutions with guarantee limits of USD 2,885 thousand, SAR (Saudi Arabia Riyal) 735 thousand and (Won)192,880 million.
Loss on sale of accounts receivable from the transfer of those receivables amounted to (Won)341 million for the six months June 30, 2008, and accounts receivable sold but not matured as of June 30, 2008 are (Won)19,838 million.
c. Stockholders Agreement between KT and NTT DoCoMo
In December 2005, KTF and NTT DoCoMo Inc. (DoCoMo) entered into a strategic alliance. As part of this strategic alliance, DoCoMo acquired a 10% equity interest in KTF (20,176,309 shares). In addition, on December 26, 2005, KT and DoCoMo entered into a stockholders agreement related to shares of KTF. Under the stockholders agreement, DoCoMo has the right to put its 20,176,309 shares for the acquisition amount plus interests to KT if an agreed target network coverage for W-CDMA service within Korea is not met by December 31, 2008. However, as of August 3, 2007, KTF reached the target network coverage mentioned above, and the right of DoCoMo to put its shares to KT has been now extinguished.
55
d. Put and Call Combination Contract with JPMorgan Chase Bank
On December 27, 2005, the Company and JPMorgan Chase Bank entered into a Put and Call Combination contract based on the shares of Korea Digital Satellite Broadcasting (KDB), an equity method investee. Under this contract, during the period from December 29, 2007 to December 29, 2008, KT has the option to acquire 9,200,000 shares of KDB that were purchased by JP Morgan Whiterfriars Inc. on December 28, 2005. Otherwise, JPMorgan Chase Bank has the option to exercise the put option on such KDB shares to KT on December 29, 2008. The exercise price under the contract for both KT and JPMorgan Chase Bank is (Won)46,000 million.
e. Payment of a Handset Subsidy to PCS or WiBro Users
According to the provisions of the Telecommunications Business Law (TBL), the Company has provided a one time handset subsidy to eligible mobile phone users, who have subscribed to the Companys service or any other mobile carriers for 18 consecutive months, within the next two years from March 27, 2006 to March 26, 2008.
Above handset subsidy program was terminated effective March 27, 2008, however the Company currently provides a variety of handset subsidy programs to PCS or WiBro subscribers according to its operation policy and sets forth the programs in details in the service agreement. The handset subsidy provided by the Company is expensed as incurred.
- DERIVATIVES
For the year ended December 31, 2007 and the six months ended June 30, 2008, the Company entered into various derivatives contracts with financial institutions. Details of these derivative contracts are as follows:
| Type of transaction | Transaction parties | Description |
|---|---|---|
| Interest rate swap | Merrill Lynch and others | Exchange fixed interest rate for variable interest rate for a specified period |
| Currency swap | Merrill Lynch and others | Exchange foreign currency cash flow for local currency cash flow local currency cash flow for a specified period |
| Combined interest rate currency swap | Merrill Lynch and others | Exchange foreign currency fixed (variable) swaps interest rate for local currency variable (fixed) interest |
| Currency forward | Kookmin Bank | Exchange a specified currency at the agreed exchange rate at a specified date |
| Currency future | Dongyang Futures Trading Co., Ltd. | Futures contract that specifies the price at which a specified currency can be bought or sold at a future date |
| Futures synthetic | Kookmin Bank | Futures contract that is similar to currency future has the characteristics of call and put options. |
| Put option | PT.Mobile-8 | A contract giving the right to sell an underlying security at a specified price |
56
The assets and liabilities recorded relating to the outstanding contracts as of December 31, 2007 and June 30, 2008 are as follows (in millions of Korean won and thousands of U.S. dollars):
| December 31, 2007 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fair value | ||||||||
| Type of transaction | Contract amount | Assets (Current) | Assets (Non-Current) | Liabilities (Current) | ||||
| Interest rate swap | (Won) | 486,540 | ||||||
| USD | 100,000 | (Won) | 493 | (Won) | | (Won) | 3,944 | |
| Currency swap (Note) | USD | 220,000 | | 1,710 | 2,833 | |||
| Combined interest rate currency swap | USD | 715,165 | 105 | | 125,548 | |||
| Currency forward | JPY | 325,000 | 98 | | | |||
| Put option | | | 1,971 | | ||||
| Total | (Won) | 486,540 | ||||||
| USD | 1,035,165 | |||||||
| JPY | 325,000 | (Won) | 696 | (Won) | 3,681 | (Won) | 132,325 | |
| June 30, 2008 | ||||||||
| Fair value | ||||||||
| Type of transaction | Contract Amount | Assets (Current) | Assets (Non-current) | Liabilities (Current ) | ||||
| Interest rate swap | (Won) | 316,540 | ||||||
| USD | 100,000 | (Won) | 2,230 | (Won) | 295 | (Won) | 5,460 | |
| Currency swap (Note) | USD | 220,000 | 23 | 23,307 | | |||
| Combined interest rate currency swap (Note) | USD | 1,215,165 | 1,720 | 55,420 | 66,923 | |||
| JPY | 19,500,000 | |||||||
| Currency forward | JPY | 325,000 | 557 | | | |||
| Put Option | | 8,160 | | | ||||
| Total | (Won) | 316,540 | ||||||
| USD | 1,535,165 | |||||||
| JPY | 19,825,000 | (Won) | 12,690 | (Won) | 79,022 | (Won) | 72,383 |
(Note) Details of the currency swap and combined interest rate currency swap contracts to which cash flow hedge accounting is applied as of December 31, 2007 and June 30, 2008 are as follows (in thousands of U.S. dollars and Japanese yen and millions of Korean won):
57
| Type of transaction | Contract date | Maturity date | Contract amount | Fair value (Non-current) — December 31, 2007 | June 30, 2008 | |||
|---|---|---|---|---|---|---|---|---|
| Currency swap | April 4, 2007 | April 11, 2012 | USD | 200,000 | (Won) | 1,170 | (Won) | 23,307 |
| January 4, 2008 | January 11, 2011 | JPY | 12,500,000 | | 14,223 | |||
| March 20, 2008 | March 31, 2011 | USD | 50,000 | | 3,456 | |||
| March 20, 2008 | March 31, 2012 | USD | 110,000 | | 8,323 | |||
| February 12, 2008 | February 25, 2011 | USD | 70,000 | | 7,717 | |||
| February 13, 2008 | February 25, 2011 | USD | 35,000 | | 3,919 | |||
| February 13, 2008 | February 25, 2011 | USD | 30,000 | | 3,183 | |||
| Combined interest rate currency swap | February 14, 2008 | February 25, 2011 | USD | 20,000 | | 2,313 | ||
| February 14, 2008 | February 25, 2011 | USD | 20,000 | | 2,334 | |||
| March 3, 2008 | December 13, 2010 | USD | 70,000 | | 8,107 | |||
| April 18, 2008 | April 28, 2011 | JPY | 4,000,000 | | 458 | |||
| April 21, 2008 | April 28, 2011 | JPY | 3,000,000 | | 990 | |||
| June 11, 2008 | June 20, 2011 | USD | 50,000 | | 88 | |||
| June 11, 2008 | June 20, 2011 | USD | 15,000 | | 34 | |||
| June 13, 2008 | June 20, 2011 | USD | 30,000 | | 275 | |||
| Total | USD JPY | 700,000 19,500,000 | (Won) | 1,170 | (Won) | 78,727 |
Above foreign currency swap contracts are to hedge the risk of variability of future cash flows from fixed (variable) rate foreign currency bonds and as of June 30, 2008, the gain and loss on valuation of the swap contract amounting to (Won)10,788 million and (Won)1,018 million, net of income tax effect, are included in accumulated other comprehensive income and minority interests and for the six months ended June 30, 2008 the gain on valuation of the swap contract totaling (Won)66,331 million is recognized in current operations as a result of foreign currency translation gain from foreign currency bonds. In applying cash flow hedge accounting, the Company hedges its exposures to cash flow fluctuation until April 11, 2012. Approximately (Won)3,946 million of net derivative gain included in accumulated other comprehensive income at June 30, 2008 is expected to be reclassified into current operations within 12 months from that date.
58
The valuation gains and losses on the derivative contracts for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| 2007 (6 months) | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Valuation gain | Valuation loss | |||||||||||
| Type of transaction | For trading | For hedging | Total | For trading | For hedging | Total | ||||||
| Interest rate swap | (Won) | 2,316 | (Won) | | (Won) | 2,316 | (Won) | 2,717 | (Won) | | (Won) | 2,717 |
| Currency swap | | | | 3,848 | | 3,848 | ||||||
| Combined interest rate currency swap | 4,468 | | 4,468 | 1,051 | | 1,051 | ||||||
| Put option | 304 | | 304 | | | | ||||||
| Total | (Won) | 7,088 | (Won) | | (Won) | 7,088 | (Won) | 7,616 | (Won) | | (Won) | 7,616 |
| 2008 (6 months) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Valuation gain | Valuation loss | Valuation gain (Note) | ||||||||||||
| Type of transaction | For trading | For hedging | Total | For trading | For hedging | Total | For hedging | |||||||
| Interest rate swap | (Won) | 864 | (Won) | | (Won) | 864 | (Won) | 2,115 | (Won) | | (Won) | 2,115 | (Won) | |
| Currency swap | 2,856 | 21,040 | 23,896 | | | | 557 | |||||||
| Combined interest rate currency swap | 61,970 | 45,291 | 107,261 | | | | 10,128 | |||||||
| Currency forwards | 459 | | 459 | | | | | |||||||
| Put option | 6,189 | | 6,189 | |||||||||||
| Total | (Won) | 72,338 | (Won) | 66,331 | (Won) | 138,669 | (Won) | 2,115 | (Won) | | (Won) | 2,115 | (Won) | 10,685 |
(Note) The amounts are before adjustment of deferred income tax, which shall be directly reflected to equity, are included in equity.
59
- RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Korea (Korean GAAP), which differ in certain respects from accounting principles generally accepted in the United States of America (U.S. GAAP). The significant differences are described below. Other differences do not have a significant effect on either consolidated net income or stockholders equity.
a. Companies Included in Consolidation
Under Korean GAAP, all majority-owned subsidiaries and entities of which the Company or a controlled subsidiary owns more than 30% of total outstanding voting stock and is the largest stockholder are consolidated. However, U.S. GAAP generally requires that majority-owned subsidiaries be consolidated and that an entity which the Company has significant influence, generally including those in which it owns 20-50% of total outstanding voting stock, should not be consolidated; rather that entity should be accounted for under the equity method of accounting.
The following table shows the Companys percentage of ownership and carrying value of each of its affiliates that are excluded from consolidation under U.S. GAAP and instead are accounted for under the equity method (in millions of Korean won):
| Percentage of ownership (%) — December 31, 2007 | June 30, 2008 | Carrying value — December 31, 2007 | June 30, 2008 | |||
|---|---|---|---|---|---|---|
| Entity | ||||||
| Listed : | ||||||
| Olivenine | 19.2 | 19.5 | (Won) | 21,431 | (Won) | 21,680 |
| KTSC | 36.9 | 36.9 | (Won) | 12,338 | (Won) | 12,391 |
| KTF music (formerly, Bluecord Technology | 35.3 | 35.3 | (Won) | 19,526 | (Won) | 19,605 |
| Unlisted : | ||||||
| KTP | 44.9 | 44.9 | (Won) | 28,848 | (Won) | 30,932 |
| SFNH BF-(1) | 43.3 | 43.3 | (Won) | 12,978 | (Won) | 13,038 |
| Doremi Media | | | | |
The quoted market values (based on closing KOSDAQ prices) of Olivenine, KTF music and KTSC shares held by the Company is (Won)12,904 million, (Won)17,069 million and (Won)12,451 million as of June 30, 2008, respectively.
As discussed at Note 19 c, for the year ended December 31, 2005, the Company recognized an other-than-temporary impairment loss under U.S. GAAP amounting to (Won)9,595 million relating to KTSC due to the significant decrease of the quoted market value.
The Company acquired additional shares of KTF during the period from February 28, 2006 to September 15, 2006. The Companys ownership percentage of KTF increased from 44.6% to 50.8% as a result of the series of acquisition. Percentage of ownership exceeded 50% as of August 21, 2006 and accordingly, the Company became the majority stockholder and began to consolidate the financial statements of KTF under U.S. GAAP which were previously accounted for using the equity method until August 20, 2006.
After acquisition, KTF purchased 12,777,510 shares and retired 8,486,000 shares of treasury stock through June 30, 2008. Due to this purchase and retirement of treasury stock by KTF, the percentage of ownership of KTF is 54.2% as of June 30, 2008 and the Company recognized additional goodwill accounting to (Won)65,184 million.
KTFT (owned 73.1% by KTF), KTFM (owned 51.0% by KTF), and KTFI (owned 99.0% by KTF), are consolidated by KTF, accordingly these companies were consolidated in the Companys consolidated financial statements beginning August 21, 2006. In addition, as of August 21, 2006, Sidus FNH, which is owned 35.7% and 15.3% by KT and KTF, respectively, was consolidated.
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Presented below is the summarized combined financial information of those entities that are consolidated under Korea GAAP but not for U.S. GAAP, prepared in accordance with Korean GAAP as of December 31, 2007 and June 30, 2008 and for the six months ended June 30, 2007 and 2008 (in millions of Korean won):
| Current assets | December 31, 2007 — (Won) | 169,535 | (Won) | 178,637 | |
|---|---|---|---|---|---|
| Non-current assets | 179,439 | 198,862 | |||
| Total assets | 348,974 | 377,499 | |||
| Current liabilities | 115,068 | 117,531 | |||
| Non-current liabilities | 33,817 | 53,493 | |||
| Total liabilities | 148,885 | 171,024 | |||
| Net assets | (Won) | 200,089 | (Won) | 206,475 | |
| 2007 (6 months) | 2008 (6 months) | ||||
| Operating revenues | (Won) | 82,542 | (Won) | 135,559 | |
| Operating income | (Won) | 4,787 | (Won) | 8,573 | |
| Net earnings | (Won) | 4,902 | (Won) | 3,920 | |
| 2007 (6 months) | 2008 (6 months) | ||||
| Net cash provided by operating activities | (Won) | 123 | (Won) | 6,937 | |
| Net cash used in investing activities | 2,155 | (48,735 | ) | ||
| Net cash used in financing activities | (10,217 | ) | 16,791 | ||
| Net increase (decrease) in cash and cash equivalents | (7,939 | ) | (25,007 | ) | |
| Cash and cash equivalents at beginning of the year | 69,425 | 47,185 | |||
| Cash and cash equivalents at end of the year | (Won) | 61,486 | (Won) | 22,178 |
b. Debt and Equity Securities
Under Korean GAAP, non-marketable securities classified as available-for-sale securities are carried at cost or fair value if applicable with unrealized holding gains and losses reported as a capital adjustment, net of tax. For U.S. GAAP purposes, investment in non-marketable equity securities are accounted for under the cost method or the equity method of accounting in accordance with Accounting Principles Board Opinion (APB) No. 18.
Under Korean GAAP, available-for-sale securities, whose likelihood of being disposed within one year from the balance sheet date is probable, are classified as current. Under U.S. GAAP, when the disposition of available-for-sale securities within one year is reasonably expected, available-for-sale securities are classified as current.
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For U.S. GAAP purposes, the Company accounts for marketable equity and debt investments under the provisions of Statement of Financial Accounting Standards (SFAS) No. 115 Accounting for Certain Investments in Debt and Equity Securities. SFAS No. 115 requires that marketable equity securities and all debt securities be classified in three categories and accounted for as follows:
Debt securities that the enterprise has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost.
Debt and equity securities that are bought and held principally for the purpose of selling in the short term are classified as trading securities and reported at fair value, with unrealized gains and losses included in earnings.
Debt and equity securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from earnings and reported in a separate component of stockholders equity until realized.
Information under U.S. GAAP with respect to investments under SFAS No. 115 at December 31, 2007 and June 30, 2008 is as follows (in millions of Korean won):
| December 31, 2007 — Cost or amortized cost | Gross unrealized holding gains | Gross unrealized holding losses | Fair value | |||||
|---|---|---|---|---|---|---|---|---|
| Equity securities (available-for-sale) | (Won) | 25,488 | (Won) | 19,705 | (Won) | 297 | (Won) | 44,896 |
| Debt securities (available-for-sale) | 5,156 | | | 5,156 | ||||
| (Won) | 30,644 | (Won) | 19,705 | (Won) | 297 | (Won) | 50,052 | |
| June 30, 2008 | ||||||||
| Cost or amortized cost | Gross unrealized holding gains | Gross unrealized holding losses | Fair value | |||||
| Equity securities (available-for-sale) | (Won) | 25,072 | (Won) | 12,947 | (Won) | 5,102 | (Won) | 32,917 |
| Debt securities (available-for-sale) | 3,152 | 299 | | 3,451 | ||||
| (Won) | 28,224 | (Won) | 13,246 | (Won) | 5,102 | (Won) | 36,368 |
The proceeds from sales of available-for-sale securities were (Won)682,130 million and (Won)2,663 million for the six months ended June 30, 2007 and 2008, respectively. The realized gains on those sales were (Won)3,430 million and (Won)2,146 million for the six months ended June 30, 2007 and 2008, respectively. The average-cost method is used to calculate gains or losses from the sale of available-for-sale securities.
Under Korean GAAP, when the subsequent recoveries of impaired available-for-sale securities and held-to-maturity securities result in an increase of their carrying amount, the recovery gains are reported in current operations up to the previously recognized impairment loss as reversal of loss on impairment of investment securities.
Under U.S. GAAP, the subsequent increase in carrying amount of the impaired and written down held-to-maturity securities is not allowed. The subsequent increase in fair value of available-for-sale securities is reported in other comprehensive income. However, there were no subsequent recoveries of impaired available-for-sale securities for the six months ended June 30, 2007 and 2008, respectively.
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c. Goodwill Impairment including Investor-level Goodwill
Under Korean GAAP, goodwill, which represents the excess of the acquisition cost over the fair value of net identifiable assets acquired, is amortized on a straight-line basis over its estimated economic useful life not exceeding 20 years. When it is no longer probable that goodwill will be recovered from expected future economic benefits, it is expensed immediately. Also, for investments in affiliated companies accounted for using the equity method, the excess of acquisition cost of the affiliates over the Companys share of their net assets at the acquisition date is amortized by the straight-line method over its estimated useful life.
Under U.S. GAAP, goodwill and indefinite-lived intangible assets are not amortized, but instead are tested for impairment at least annually. In accordance with SFAS No. 142, Goodwill and Other Intangible Assets , goodwill is tested for impairment on an annual basis by comparing the fair value of the Companys reporting units to their carrying amounts. The investor-level goodwill is tested for impairment in accordance with APB No. 18. The investor-level goodwill, which is recorded only at the investors financial statements, represents the excess of the acquisition cost of equity method investees over the fair value of investors share of net identifiable assets acquired.
The changes in the carrying amount of goodwill which is recorded in the PCS segment for the years ended December 31, 2007 and the six months ended June 30, 2008 are as follows (in millions of Korean won):
| Balance as of January 1, 2007 | (Won) | 507,811 |
|---|---|---|
| Goodwill acquired during the period | 18,745 | |
| Balance as of December 31, 2007 | 526,556 | |
| Goodwill acquired during the period | 23,227 | |
| Balance as of June 30, 2008 | (Won) | 549,783 |
d. Equity Method Accounting
Under Korean GAAP, a put and call combination contract should be recorded as a right and obligation of the Company to acquire shares in accordance with the terms of the contract. Accordingly, the Company recorded the right and obligation of the option contract as additional equity method investment securities and long-term accounts payable.
Under U.S. GAAP, the potential equity ownership that may become available to the Company upon exercise of the option is not recorded prior to exercise, as the Company does not have legal ownership of the underlying shares. However, based on the nature of the Companys arrangement to potentially acquire additional shares in KDB, the Company has resumed recognition of its share of investee losses, and during 2005, recorded losses incurred from the date that its existing investment was reduced to nil. Therefore, the amount recognized in earnings under U.S. GAAP is the same as that recognized under Korean GAAP, except for the effect of other differences described herein.
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e. Additional Equity Investments in and Transactions of Subsidiaries
Under Korean GAAP, subsequent to acquiring a controlling financial interest in a subsidiary, additional equity investments by the Company in subsidiaries stock and other equity transactions of subsidiaries are accounted for assuming such transactions occur as of the date of audited or reviewed financial statements of the acquired subsidiary closest to the date of acquisition. In addition, the difference between the Companys cost of the acquired additional interest and the corresponding share of stockholders equity of the acquired subsidiary is presented as an adjustment to capital surplus.
Under U.S. GAAP, such equity investments in and transactions of affiliates and subsidiaries are recorded and accounted for as of the date the transaction occurs. As a result, the Company has a different basis in its equity investments in the subsidiaries under Korean GAAP as compared to U.S. GAAP. Therefore, any gains or losses recorded by the Company (which are recorded as capital transactions in stockholders equity) when an equity investee sells shares of its stock will be different under U.S. GAAP as compared to Korean GAAP. In addition, under U.S. GAAP, the cost of an additional equity interest would be allocated based on the fair value of net tangible and identifiable assets acquired and liabilities assumed, with the excess allocated to goodwill.
f. Intangible Assets
Under Korean GAAP, prior to January 1, 2003, development costs and organization costs were deferred and amortized over estimated useful lives provided such costs are recoverable from future earnings. Effective January 1, 2003, the Company adopted SKAS No. 3 Intangible Assets , which requires organization costs to be expensed as incurred. As allowed by the transition clause of the statement, development costs prior to January 1, 2003 were not applied to the statement. All of these costs are expensed as incurred under U.S. GAAP except for capitalized internal-use software development costs. Therefore, accounting for such costs under Korean GAAP is consistent with U.S. GAAP for periods after adoption of SKAS No. 3. The variance between Korean GAAP and U.S. GAAP due to development costs incurred before January 1, 2003 was fully reconciled by the end of 2005 as the assets became fully amortized under Korean GAAP. Consequently, as of December 31, 2005, there is no reconciling item in stockholders equity relating to GAAP difference for intangible assets.
However, in 2006 as KTF became a consolidated subsidiary of the Company as of August 21, 2006, KTF held frequency usage rights which were capitalized prior to January 1, 2003 under Korean GAAP. Accordingly, the reconciliation amounts reflected in stockholders equity as of December 31, 2007 and June 30, 2008 relate to differences in accounting for frequency usage rights held by KTF.
Under Korean GAAP, the frequency usage right related to the second generation (2G) paid by the initial stockholders to obtain the operating licenses prior to the establishment of KTM.Com Co., Ltd. (KTM), which was merged into KTF in 2001, was not recognized as an intangible asset in applying purchase accounting of KTM by KT in 2000.
Under U.S. GAAP, the 2G frequency usage right was considered as indefinite lived intangible assets and thus in the process of purchase accounting of KTM, KT recognized the frequency usage right at fair value. However, on December 31, 2005, the Korea Communication Act (Act) was revised effective July 1, 2006. Under the revised Act, the frequency usage right of 2G will expire by June 2011. Thus, KTF amortizes the frequency usage right of 2G over the remaining useful life under U.S. GAAP for the year ended December 31, 2007 and the six months ended June 30, 2008.
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Identifiable intangible assets determined in accordance with U.S. GAAP as of December 31, 2007 and June 30, 2008 are presented below (in millions of Korea won):
| December 31, 2007 — Gross carrying amount | Accumulated amortization | Net amount | ||||
|---|---|---|---|---|---|---|
| Amortized intangible assets: | ||||||
| Internal-use software | (Won) | 775,845 | (Won) | 464,290 | (Won) | 311,555 |
| Frequency usage rights | 1,465,990 | 460,757 | 1,005,233 | |||
| Buildings and facility utilization rights | 126,742 | 73,437 | 53,305 | |||
| Other | 307,372 | 196,180 | 111,192 | |||
| Total | (Won) | 2,675,949 | (Won) | 1,194,664 | (Won) | 1,481,285 |
| June 30, 2008 | ||||||
| Gross carrying amount | Accumulated amortization | Net amount | ||||
| Amortized intangible assets: | ||||||
| Internal-use software | (Won) | 800,351 | (Won) | 522,890 | (Won) | 277,461 |
| Frequency usage rights | 1,465,990 | 527,556 | 938,434 | |||
| Buildings and facility utilization rights | 127,416 | 76,718 | 50,698 | |||
| Other | 320,181 | 202,167 | 118,014 | |||
| Total | (Won) | 2,713,938 | (Won) | 1,329,331 | (Won) | 1,384,607 |
| Amortization expense: | ||||||
| For the six months ended June 30, 2007 | (Won) | 98,663 million | ||||
| For the six months ended June 30, 2008 | 150,028 million |
Estimated amortization expense:
| Year ending June 30, — 2009 | 311,444 |
|---|---|
| 2010 | 297,138 |
| 2011 | 150,898 |
| 2012 | 141,553 |
| 2013 | 117,115 |
The weighted-average amortization period of total amortized intangible assets, internal-use software, frequency usage rights and utilization rights are 9 years, 6 years, 11 years and 20 years, respectively. The Company has no identifiable intangible assets that are not subject to amortization.
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g. Depreciation
In 1995, KT adopted a method of depreciation, as allowed under Korean GAAP, whereby property and equipment placed in service at any time during the first half of the year received a full year of depreciation expense, and property and equipment placed in service at any time during the second half of the year received one-half year of depreciation. Also, as permitted under Korean GAAP, depreciation of these assets was based on lives which are shorter than their economic useful lives. In 1996, KT adopted the policy, also acceptable under Korean GAAP, whereby property and equipment is depreciated from the actual date it is placed in service, while continuing to use useful lives which are shorter than the economic useful lives of such assets. In 1998, under Korean GAAP, as required under a ruling by the National Tax Service (which is also applicable under Korean GAAP), the Company changed the estimated useful lives of certain assets, including underground access to cable tunnels and concrete and steel telephone poles acquired after 1995, from 6 years to periods ranging from 20 years to 40 years, and changed the depreciation method from the declining-balance method to the straight-line method.
In 1999, under Korean GAAP, the Company changed its depreciation method for buildings and structures acquired before December 31, 1994, from the declining-balance method to the straight-line method in order to be consistent with the method applied to buildings and structures acquired after January 1, 1995.
Under U.S. GAAP, property and equipment is generally depreciated over its estimated useful life in a systematic and rational manner. In addition, the depreciation method in the year of acquisition based on the Companys in-service dates for its capital additions in 1995 described above, does not comply with U.S. GAAP in that significant depreciation expense is recognized prior to the actual use of the asset. The change in estimated useful lives in 1998, and the changes in 1998 and 1999 from the declining-balance method to the straight-line method would also not be appropriate under U.S. GAAP. Accordingly, adjustments have been reflected for U.S. GAAP purposes for the effect of each of these items.
Under U.S. GAAP, property and equipment is generally depreciated by using the declining-balance method except for the assets of certain subsidiaries, buildings and structures acquired in 1995 and thereafter which are depreciated using the straight-line method.
Under U.S. GAAP, the useful lives of property and equipment are summarized as follows:
| Estimated Useful Lives | |
|---|---|
| Buildings and structures | 5 - 60 years |
| Underground access to cable tunnels, and concrete and steel telephone poles | 10 - 40 years |
| Machinery and equipment | 3 - 15 years |
| Vehicles | 3 - 10 years |
| Tools, furniture and fixtures: | |
| Steel safe boxes | 20 years |
| Tools, computer equipment, furniture and fixtures | 3 - 8 years |
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h. Interest Capitalization
Under Korean GAAP, prior to January 1, 2003, interest was capitalized on borrowings related to the construction of all property and equipment and IMT-2000 frequency usage right, incurred prior to completing the acquisition, as part of the cost of such assets. Effective January 1, 2003, Korean GAAP was revised to allow a company to charge such interest expense to current operations. For Korean GAAP purpose, the Company adopted in 2003 the accounting policy not to capitalize such financing costs prospectively.
Under U.S. GAAP, interest costs related to certain assets that are routinely manufactured or otherwise produced in large quantities on a regular basis are not in the scope of interest capitalization. In addition, interest is capitalized in the amount that would have theoretically been avoided had expenditures not been made for assets which require a period of time to get them ready for their intended use.
Under U.S. GAAP, details of interest capitalization for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| Total interest costs incurred | 2007 (6 months) — (Won) | 258,542 | 2008 (6 months) — (Won) | 214,820 |
|---|---|---|---|---|
| Interest capitalized | 5,934 | 9,158 | ||
| Amounts charged to expense | (Won) | 252,608 | (Won) | 205,662 |
i. Revenue Recognition
Under Korean GAAP, non-refundable service installation fees for telephone and initial subscription fees for broadband internet access and PCS services are recognized as revenue when installation and initiation services are rendered. The related direct incremental acquisition costs are expensed as incurred.
Under U.S. GAAP, service installation fees and initial subscription fees related to activation of service are deferred and recognized as revenue over the expected terms of customer relationships. The expected terms of customer relationships for telephone, broadband internet access and leased-line service, and PCS are 15 years, 3 years and 4 years, respectively. The related incremental direct costs related to customer acquisition are deferred and recognized over the period of the customer relationship.
Under Korean GAAP, handset subsidy paid by the Company is accounted as expenses. However, under U.S. GAAP, the handset subsidy is treated as reduction of revenue in accordance with EITF Issue No. 01-09 Accounting for Consideration Given by a Vendor to a Customer .
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j. Income Taxes
Under Korean GAAP, effective January 1, 2005, due to the adoption of SKAS No. 16 Income Taxes, deferred income taxes are recognized on the temporary difference related to unrealized gains and losses on investment securities that are reported as a separate component of stockholders equity. Any adjustments to income tax provision attributable to prior years are included in income tax expense (benefit). Consequently, there is no GAAP difference in terms of deferred income taxes on unrealized gains and losses on investment securities.
Under U.S. GAAP, deferred income taxes are recognized on the temporary difference related to unrealized gains and losses on investment securities that are reported as other comprehensive income. Any adjustments to income tax provision attributable to prior years are included in income tax expense (benefit).
Under Korean GAAP, recognition of deferred income tax benefit from equity in losses of affiliates requires realization of the benefit within the near future, which is interpreted to mean within 5 years. The Company does not believe it is probable to realize such benefit within 5 years.
Under U.S. GAAP, deferred income tax assets are recognized for an excess of the tax basis over the amount for financial reporting of domestic and foreign investments accounted for on the equity method (except for corporate joint ventures). However, deferred income tax assets related to consolidated subsidiaries are recognized only if it is apparent that the temporary difference will reverse in the foreseeable future.
Under Korean GAAP, prior to January 1, 2005, all deferred income tax assets and liabilities were recorded as non-current. Effective January 1, 2005, per SKAS No. 16, deferred income tax assets and liabilities shall be classified as current or non-current based on the classification of the related assets or liabilities for financial reporting or the expected reversal date of the temporary difference. As a result of adoption of SKAS No. 16, there is no difference between Korean GAAP and U.S. GAAP.
Under Korean GAAP, in accordance with SKAS No. 16, effective from January 1, 2005, the Company did not recognize deferred income tax liabilities of (Won)21,363 million related to equity in gains of affiliates as of December 31, 2006 since it is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.
Under U.S. GAAP, deferred income tax liabilities are fully recognized for an excess of the amount for financial reporting over the tax basis of an investment in domestic subsidiaries and corporate joint ventures, unless the investment in the subsidiary can be recovered tax-free under local tax laws and management expects that it will ultimately use that means. However, deferred income tax liabilities are not recognized in an investment in a more than 50 percent-owned foreign subsidiary or foreign corporate joint venture that is essentially permanent in duration.
Under U.S. GAAP, effective January 1, 2007 the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which supplements SFAS No. 109 Accounting for Income Taxes (SFAS No. 109), by defining the confidence level that a tax position must meet in order to be recognized in the financial statements. FIN 48 requires that the tax effect(s) of a position be recognized only if it is more-likely-than-not to be sustained based solely on its technical merits as of the reporting date. The more-likely-than-not threshold represents a positive assertion by management that a company is entitled to the economic benefits of a tax position. If a tax position is not considered more-likely-than-not to be sustained based solely on its technical merits, no benefits of the tax position are to be recognized. The more-likely-than-not threshold must continue to be met in each reporting period to support continued recognition of a benefit. With the adoption of FIN 48, companies are required to adjust their financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Any necessary adjustment would be recorded directly to retained earnings and reported as a change in accounting principle.
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k. Foreign Currency Transactions
Under Korean GAAP, prior to January 1, 2003, all unrealized foreign currency translation gains and losses on monetary assets and liabilities, except for amounts included in the cost of property and equipment, were included in results of operations. Effective January 1, 2003 the Company adopted SKAS No. 7, Capitalization of Financing Costs . As allowed by the standard, the Company elected to include all unrealized foreign currency translation gains and losses (including property and equipment) in the results of operations.
Under U.S. GAAP, all foreign exchange transaction gains and losses (referred to as translation gains and losses under Korean GAAP) are included in the results of operations for the current period and therefore, the amounts included. Under U.S. GAAP, all foreign exchange transaction gains and losses (referred to as translation gains and losses under Korean GAAP) are included in the results of operations for the current period and therefore, the amounts included in property and equipment and related depreciation expense under Korean GAAP are reversed.
Under Korean GAAP, the convertible notes denominated in a foreign currency are regarded as non-monetary liabilities since they have equity-like characteristics, and the Company does not recognize the associated foreign currency translation gain and loss.
Under U.S. GAAP, the convertible notes denominated in a foreign currency are translated at the rate of exchange on the balance sheet date, and the resulting foreign currency transaction gain and loss is included in the results of operations.
l. Convertible Notes
Under Korean GAAP, prior to January 1, 2003, the convertible notes entered into between KT and KTF during 2002 were treated as long-term investment securities and were reported at cost. However, effective January 1, 2003, the Company adopted SKAS No. 9, Convertible Securities , which requires that convertible notes be categorized as available-for-sale securities and reported at fair value. The Company recognizes interest income on convertible notes as determined using the effective interest method and unrealized holding gain and losses of the difference between fair value and book value as a component of stockholders equity. However, since these convertible notes are between the parent and a consolidated subsidiary under Korean GAAP, the convertible notes and related interest income/expense are eliminated in consolidation. All the convertible notes, which were issued by KTF in 2002, were redeemed for cash on their maturity date (November 29, 2005).
For U.S. GAAP purposes, convertible notes are considered a hybrid instrument with a conversion option embedded in the debt instrument. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities , the conversion option is bifurcated from the debt instrument and accounted for separately. The conversion option is recorded at fair value with gains and losses included in earnings. The debt instrument is classified as an available-for-sale debt security and reported at fair value, with unrealized gains and losses reported as a separate component of stockholders equity. As mentioned above, the face value of notes of (Won)370,000 million were repaid on November 29, 2005, and the Company does not have any convertible notes as of December 31, 2007 and June 30, 2008.
m. Minority Interest in Consolidated Subsidiaries
Under Korean GAAP, minority interests in consolidated subsidiaries are presented as a component of stockholders equity in the consolidated balance sheet.
Under U.S. GAAP, minority interests in consolidated subsidiaries are not included in stockholders equity; rather, it is presented between liabilities and stockholders equity item in the consolidated balance sheet.
The differences relating to minority interest in net profit between Korean GAAP and U.S. GAAP consist of reconciliation items affecting non-wholly-owned subsidiaries that are allocable to the minority interest holders.
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n. Stockholders Agreement between KT and DoCoMo
Under Korean GAAP, stockholders agreement between the Company and DoCoMo is regarded as a contingency which does not require recognition other than disclosure.
Under U.S. GAAP, the agreement is regarded as a guarantee provided by the Company to DoCoMo on behalf of KTF and is subject to FIN 45 Guarantors Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others. Upon commencement of the guarantee, the Company evaluated fair value of the guarantee and obtained fair value. However, the fair value of the guarantee was immaterial and the Company did not record the guarantee.
o. Other
Korean GAAP requires gains and losses from the sale of property and equipment and impairment write-downs to be included as part of non-operating revenues (expenses). Under U.S. GAAP, gains and losses from the sale of property and equipment and impairment write-downs are required to be recorded as a component of operating income.
Under Korean GAAP, purchase of treasury stock is regarded as temporary and does not impact the ownership percentages of stockholders unless there is an explicit purpose of retirement of the repurchased shares in accordance with resolution of board of directors or stockholders meeting. Under U.S. GAAP, purchase of treasury stock results in a change of an entitys ownership structure and ownership percentages of stockholders.
p. Comprehensive Income
Prior to January 1, 2007, Korean GAAP did not require to present comprehensive income, however, effective January 1, 2007, the Company adopted SKAS No. 21, Preparation and Presentation of Financial Statements 1 , which requires separate disclosure of the details of comprehensive income. Consequently, there is no GAAP difference as of June 30, 2008, in terms of disclosure of comprehensive income and its components.
Under U.S. GAAP, comprehensive income and its components must be presented in the financial statements. Comprehensive income includes all changes in stockholders equity during a period except those resulting from investments by, or distributions to, owners, including certain items not included in the current results of operations.
Comprehensive income for the six months ended June 30, 2007 and 2008 and accumulated other comprehensive income balances as of June 30, 2007 and 2008 are summarized as follows (in millions of Korean won):
| Net earnings as adjusted in accordance with U.S. GAAP | 2007 (6 months) — (Won) | 640,668 | 2008 (6 months) — (Won) | 385,431 | ||
|---|---|---|---|---|---|---|
| Other comprehensive income, net of tax : | ||||||
| Foreign currency translation adjustments | 2,620 | 20,894 | ||||
| Unrealized gains on investments : | ||||||
| Unrealized holding gains, net of tax of ((Won)4,264) million and (Won)2,838 million in 2007 and 2008, respectively | (11,242 | ) | 7,482 | |||
| Less : reclassification adjustment for gains (losses) realized in net earning due to disposal, net of tax of (Won)1,119 million and ((Won)493) | ||||||
| million in 2007 and 2008, respectively | 2,951 | (1,300 | ) | |||
| Unrealized gains on valuation of derivatives, net of tax of (Won)- million and (Won)2,383 million in 2007 and 2008, | ||||||
| respectively | | 6,283 | ||||
| Comprehensive income as adjusted in accordance with U.S. GAAP | (Won) | 634,997 | (Won) | 418,790 | ||
| Accumulated other comprehensive income (loss) balances : | ||||||
| Foreign currency translation adjustments | (Won) | (14,255 | ) | (Won) | 23,314 | |
| Unrealized gains on investments | 61,838 | 81,657 | ||||
| Unrealized gains on valuation of derivatives | | 8,307 | ||||
| (Won) | 47,583 | (Won) | 113,278 |
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q. Statements of Cash Flows
Statements of cash flows under Korean GAAP include the cash flows of KTP, KTSC, SFNH BF-(1), Olivenine, KTF Music and Doremi Media, which are accounted for under the equity method under U.S. GAAP.
Under Korean GAAP, cash flows from contributions that are restricted for the purposes of constructing are included in investing activities. For U.S. GAAP purposes, those cash flows are included in financing activities. In addition, under Korean GAAP cash flows from initial consolidation or deconsolidation of subsidiary is presented as a separate line whereas for U.S. GAAP purposes, it is categorized as investing activities net of cash paid or received.
r. Significant New Accounting Pronouncements
(i) In December 2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS No. 141(R)) which retained the underlying concepts of SFAS No. 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS No. 141(R) changed the method of applying the acquisition method in a number of significant aspects. SFAS No. 141(R) will require that: (1) for all business combinations, the acquirer records all assets and liabilities of the acquired business, including goodwill, generally at their fair values; (2) certain contingent assets and liabilities acquired be recognized at their fair values on the acquisition date; (3) contingent consideration be recognized at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until settled; (4) acquisition-related transaction and restructuring costs be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired; (5) in step acquisitions, previous equity interests in an acquiree held prior to obtaining control be re-measured to their acquisition-date fair values, with any gain or loss recognized in earnings; and (6) when making adjustments to finalize initial accounting, companies revise any previously issued post-acquisition financial information in future financial statements to reflect any adjustments as if they had been recorded on the acquisition date. SFAS No. 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008, with the exception of the accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS No. 141(R) amends SFAS No. 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of this statement should also apply the provisions of SFAS No. 141(R). This standard will be applied to all future business combinations after December 31, 2008.
(ii) In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 (SFAS No. 160) which amends ARB 51 to establish new standards that will govern the accounting for and reporting of noncontrolling interests in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Also, SFAS No. 160 requires that: (1) noncontrolling interest, previously referred to as minority interest, be reported as part of equity in the consolidated financial statements; (2) losses be allocated to the noncontrolling interest even when such allocation might result in a deficit balance, reducing the losses attributed to the controlling interest; (3) changes in ownership interests be treated as equity transactions if control is maintained; and, (4) upon a loss of control, any gain or loss on the interest sold be recognized in earnings. SFAS No. 160 is effective on a prospective basis for all fiscal years beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which will be applied retrospectively. Management is currently evaluating the effects, if any, that SFAS No. 160 may have on the Companys financial condition and results of operations.
71
(iii) In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities an Amendment of FASB Statement No. 133 (SFAS No. 161), that expands the disclosure requirements of FASB Statement No. 133, Accounting for Derivative Instruments and Hedging Activities (SFAS No. 133). SFAS No. 161 requires additional disclosures regarding: (1) how and why an entity uses derivative instruments; (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133; and (3) how derivative instruments and related hedged items affect an entitys financial position, financial performance, and cash flows. In addition, SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives described in the context of an entitys risk exposures, quantitative disclosures about the location and fair value of derivative instruments and associated gains and losses, and disclosures about credit-risk-related contingent features in derivative instruments. SFAS No. 161 is effective for fiscal years beginning after November 15, 2008.
(iv) In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162) that is intended to improve financial reporting by identifying a consistent framework, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS No. 162 is effective 60 days following the Securities and Exchanges Commissions approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.
(v) In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee Insurance Contracts an interpretation of FASB Statement No. 60 (SFAS No. 163) that clarifies how FASB Statement No. 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claim liabilities and also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprises risk-management activities and requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance of this Statement. Except for those disclosures, earlier application is not permitted. Management is currently evaluating the effects, if any, that SFAS No. 163 may have on the Companys financial condition and results of operations.
s. U.S. GAAP Reconciliations
The effects of the significant adjustments to net earnings for the six months ended June 30, 2007 and 2008 and stockholders equity as of December 31, 2007 and June 30, 2008 which would be required if U.S. GAAP were to be applied instead of Korean GAAP are summarized as follows (in millions of Korean won except per share data):
| Net income (attributable to equity holders of the parent) in accordance with Korean GAAP | Note reference — (Won) | 596,425 | (Won) | 314,605 | |
|---|---|---|---|---|---|
| Adjustments: | |||||
| Equity in income of associates: | |||||
| Reversal of goodwill amortization | 19.c | 133,103 | 81,746 | ||
| Additional acquisitions of equity investees | 19.e | (7,370 | ) | 1,848 | |
| Intangible assets | 19.f | (3,150 | ) | (6,832 | ) |
| Property and equipment | 19.g | (142,992 | ) | (64,087 | ) |
| Interest capitalization (including related depreciation), net | 19.h | 658 | 1,113 | ||
| Capitalized foreign exchange transactions, net | 19.h | 1,835 | 446 | ||
| Service installation fees | 19.i | (2,295 | ) | (24,960 | ) |
| Deferred income tax - methodology difference | 19.j | (19,152 | ) | 8,519 | |
| Deferred income tax effects of U.S. GAAP adjustments | 19.j | 35,749 | 15,212 | ||
| Miscellaneous accounts | 19.j | 39,075 | 43,566 | ||
| Minority interest income | 19.m | 8,782 | 14,255 | ||
| 44,243 | 70,826 | ||||
| Net earnings as adjusted in accordance with U.S. GAAP | (Won) | 640,668 | (Won) | 385,431 |
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The following table sets forth the computation of basic and diluted earnings per share for the six months ended June 30, 2007 and 2008:
| 2007 (6 months) — Diluted | Basic | 2008 (6 months) — Diluted | Basic | |||||
|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED | ||||||||
| Earnings from continuing operations | (Won) | 640,351 | (Won) | 640,351 | (Won) | 385,431 | (Won) | 385,431 |
| Earnings from discontinuing operations | 317 | 317 | | | ||||
| Net earnings available | 640,668 | 640,668 | 385,431 | 385,431 | ||||
| AVERAGE EQUIVALENT SHARES | ||||||||
| Shares of common stock outstanding | 207,956,184 | 207,956,184 | 203,689,881 | 203,689,881 | ||||
| Dilutive effect of convertible notes | | | | | ||||
| Total average equivalent shares | 207,956,184 | 207,956,184 | 203,689,881 | 203,689,881 | ||||
| PER SHARE AMOUNTS | ||||||||
| Earnings from continuing operations | (Won) | 3,079 | (Won) | 3,079 | (Won) | 1,892 | (Won) | 1,892 |
| Earnings from discontinuing operations | 2 | 2 | | | ||||
| Net earnings per share | (Won) | 3,081 | (Won) | 3,081 | (Won) | 1,892 | (Won) | 1,892 |
Basic earnings per share is computed on the basis of the weighted-average number of common stock outstanding. Diluted earnings per share is computed on the basis of the weighted-average number of common stock outstanding plus the effect of outstanding convertible notes using the if-converted method. The denominator of the diluted earnings per share computation is adjusted to include the number of additional common stock that would have been outstanding had the dilutive potential common stock been issued at the beginning of the period. In addition, the numerator is adjusted to include the after-tax amount of interest and foreign currency translation gain (loss) recognized associated with the convertible notes. Stock options were not considered when calculating diluted earnings per share because the exercise price of the stock options was greater than the average market price of the shares and, therefore, the effect would have been antidilutive.
| Stockholders equity in accordance with Korean GAAP | Note reference — (Won) | 11,137,766 | (Won) | 10,970,237 | |
|---|---|---|---|---|---|
| Adjustments: | |||||
| Goodwill impairment | 19.c | (12,947 | ) | (12,947 | ) |
| Equity in earnings of equity method affiliates: | |||||
| Reversal of goodwill amortization | 19.c | 846,305 | 928,051 | ||
| Impairment loss relating to equity investee | 19.c | (1,462,443 | ) | (1,462,443 | ) |
| Additional acquisitions of equity investees | 19.e | 766,291 | 782,305 | ||
| Different useful life of intangibles | 19.f | 111,631 | 111,631 | ||
| Intangible assets | 19.f | 53,010 | 46,178 | ||
| Accumulated depreciation | 19.g | (510,021 | ) | (574,108 | ) |
| Interest capitalization, net | 19.h | 67,822 | 68,935 | ||
| Capitalized foreign exchange transactions, net | 19.h | (3,896 | ) | (3,450 | ) |
| Service installation fees | 19.i | (481,618 | ) | (506,578 | ) |
| Deferred tax - methodology difference | 19.j | 28,518 | 39,818 | ||
| Deferred tax effects of U.S. GAAP adjustments | 19.j | 226,605 | 241,817 | ||
| Miscellaneous accounts | 19.j | (44,704 | ) | (1,138 | ) |
| Minority interest | 19.m | (2,283,928 | ) | (2,188,504 | ) |
| (2,699,375 | ) | (2,530,433 | ) | ||
| Stockholders equity as adjusted in accordance with U.S. GAAP | (Won) | 8,438,391 | (Won) | 8,439,804 |
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t. Condensed Consolidated U.S. GAAP Financial Information
Condensed consolidated balance sheets in accordance with U.S. GAAP as of December 31, 2007 and June 30, 2008 are presented as follows (in millions of Korean won):
| December 31, 2007 | June 30, 2008 | |||
|---|---|---|---|---|
| Current assets | ||||
| Accounts receivabletrade | (Won) | 2,510,955 | (Won) | 2,894,835 |
| Other current assets | 2,974,231 | 3,013,219 | ||
| Total current assets | 5,485,186 | 5,908,054 | ||
| Investments | 413,012 | 554,413 | ||
| Property and equipment, net | 14,670,821 | 14,641,825 | ||
| Goodwill | 557,119 | 600,349 | ||
| Other assets | 2,897,283 | 3,155,059 | ||
| Total assets | (Won) | 24,023,421 | (Won) | 24,859,700 |
| Current liabilities | ||||
| Accounts payabletrade | (Won) | 1,009,032 | (Won) | 1,206,408 |
| Other current liabilities | 4,144,455 | 3,875,884 | ||
| Total current liabilities | 5,153,487 | 5,082,292 | ||
| Long-term debt, excluding current portion | 5,970,098 | 7,076,718 | ||
| Other long-term liabilities | 2,310,831 | 2,209,370 | ||
| Total liabilities | 13,434,416 | 14,368,380 | ||
| Minority interest in consolidated subsidiaries | 2,150,614 | 2,051,516 | ||
| Stockholders equity | 8,438,391 | 8,439,804 | ||
| Total liabilities, minority interest and stockholders equity | (Won) | 24,023,421 | (Won) | 24,859,700 |
Changes in consolidated stockholders equity in accordance with U.S. GAAP for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| Beginning of the period | 2007 (6 months) — (Won) | 8,037,993 | (Won) | 8,438,391 | |
|---|---|---|---|---|---|
| Net earnings | 640,668 | 385,431 | |||
| Foreign currency translation adjustments | 2,620 | 20,894 | |||
| Unrealized gains on investments, net of tax | (8,291 | ) | 6,182 | ||
| Sale (purchase) of treasury stock, net | (84,120 | ) | (11,904 | ) | |
| Dividends | (416,191 | ) | (407,374 | ) | |
| Adoption of FIN 48 | (58,669 | ) | | ||
| Other, net of tax | 1,436 | 8,184 | |||
| End of the period | (Won) | 8,115,446 | (Won) | 8,439,804 |
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Condensed consolidated statements of cash flows in accordance with U.S. GAAP for the six months ended June 30, 2007 and 2008, respectively, are set out below (in millions of Korean won):
| 2007 (6 months) | |||||
|---|---|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES : | |||||
| Net income | (Won) | 640,668 | (Won) | 385,431 | |
| Adjustments to reconcile net earnings to net cash provided by operating activities: | |||||
| Depreciation and amortization | 1,741,837 | 1,703,981 | |||
| Provision for doubtful accounts | 53,621 | 64,468 | |||
| Loss on disposal of property and equipment, net | 22,073 | 28,172 | |||
| Equity in income of associates, net | (101,153 | ) | (120,703 | ) | |
| Deferred income tax benefit | (58,723 | ) | (130,439 | ) | |
| Gain on disposal of available-for-sale securities, net | (3,581 | ) | (3,425 | ) | |
| Foreign currency translation gain (loss), net | (4,813 | ) | 207,419 | ||
| Gain (loss) on settlement and valuation of derivatives, net | 1,881 | (136,770 | ) | ||
| Minority interest in earnings (losses) of consolidated subsidiaries | 59,533 | (26,670 | ) | ||
| Changes in assets and liabilities related to operating activities: | |||||
| Notes and accounts receivable | (40,483 | ) | (544,103 | ) | |
| Inventories | (76,108 | ) | (174,650 | ) | |
| Advance payments | (12,354 | ) | (15,484 | ) | |
| Notes and long-term accounts receivable | (2,669 | ) | (230,019 | ) | |
| Accounts payable | 61,246 | 238,195 | |||
| Advance receipts | 66,589 | 8,705 | |||
| Income taxes payable | 81,111 | (133,124 | ) | ||
| Prepaid expenses | (51,887 | ) | (81,387 | ) | |
| Withholdings | 14,360 | 19,329 | |||
| Accrued expenses | 178,125 | 195,844 | |||
| Refundable deposits for telephone installation | (29,923 | ) | (28,005 | ) | |
| Payment of severance indemnities | 126,811 | 83,637 | |||
| Deposits for severance indemnities | (75,106 | ) | (50,626 | ) | |
| Other, net | (71,427 | ) | (104,562 | ) | |
| Net Cash Provided by Used in Operating Activities | 2,519,628 | 1,155,214 | |||
| CASH FLOWS FROM INVESTING ACTIVITIES : | |||||
| Acquisition of property and equipment | (1,525,250 | ) | (1,617,596 | ) | |
| Disposal of property and equipment | 49,622 | 28,978 | |||
| Decrease (increase) in short-term investments, net | (14,078 | ) | 158,075 | ||
| Disposal of available-for-sale securities | 682,130 | 2,663 | |||
| Decrease in equity method investment securities | 989 | 1,047 | |||
| Collection of held-to-maturity securities | 3 | | |||
| Acquisition of available-for-sale securities | (574,171 | ) | (23,740 | ) | |
| Acquisition of equity method investment securities | (1,000 | ) | (118,923 | ) | |
| Acquisition of held-to-maturity securities | (6 | ) | (8,000 | ) | |
| Acquisition of assets and liabilities of consolidated subsidiaries | (7,552 | ) | (6,394 | ) | |
| Other, net | (268,787 | ) | (78,751 | ) | |
| Net Cash Provided by Used in Investing Activities | (1,658,100 | ) | (1,662,641 | ) | |
| CASH FLOWS FROM FINANCING ACTIVITIES : | |||||
| Payment of dividends | (472,774 | ) | (408,242 | ) | |
| Increase (Repayment) of short-term borrowings, net | (4,021 | ) | 84,201 | ||
| Repayment of long-term borrowings and current portion of bond and long-term borrowings | (622,852 | ) | (873,351 | ) | |
| Increase in long-term borrowings | 545,201 | 1,365,985 | |||
| Acquisition of treasury stock | (84,001 | ) | (12,566 | ) | |
| Capital transactions in consolidated entities including disposal (acquisition) of treasury stock and dividend | (9 | ) | (106,480 | ) | |
| Other, net | (74,295 | ) | 20,036 | ||
| Net Cash Provided by (Used in) Financing Activities | (712,751 | ) | 69,583 | ||
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 148,777 | (437,844 | ) | ||
| CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD | 1,759,144 | 1,337,852 | |||
| CASH AND CASH EQUIVALENTS AT END OF THE PERIOD | (Won) | 1,907,921 | (Won) | 900,008 | |
| Supplemental schedule: | |||||
| Cash paid for interest (net of amounts capitalized) | (Won) | 215,668 | (Won) | 207,597 | |
| Cash paid for income taxes | (Won) | 190,942 | (Won) | 283,240 |
75
- ADDITIONAL U.S. GAAP DISCLOSURES
a. Income Tax Expense
The components of income tax expense for the six months ended June 30, 2007 and 2008 are as follows (in millions of Korean won):
| Current income tax expense | 2007 (6 months) — (Won) | 270,681 | (Won) | 166,066 | |
|---|---|---|---|---|---|
| Deferred income tax expense | (58,723 | ) | (130,439 | ) | |
| Income tax expense | (Won) | 211,958 | (Won) | 35,627 |
Substantially all income before income taxes and related income tax expense (benefit) are attributable to domestic operations. The provision for income taxes using statutory tax rates differs from the actual provision for the six months ended June 30, 2007 and 2008 for the following reasons (in millions of Korean won):
| Provision for income taxes at statutory tax rates | 2007 (6 months) — (Won) | 250,724 | (Won) | 114,670 | |
|---|---|---|---|---|---|
| Investment tax credits | (75,859 | ) | (90,587 | ) | |
| Additional income tax payment (refund) related to prior year | (9,388 | ) | (5,027 | ) | |
| Non-temporary difference | 16,553 | 16,436 | |||
| Changes in deferred income tax unrecognized | 14,992 | 31,980 | |||
| Others | 14,936 | (31,845 | ) | ||
| Actual provision for income taxes | (Won) | 211,958 | (Won) | 35,627 |
The effective tax rates after adjustments of certain differences between amounts reported for financial accounting and income tax purpose, were approximately 23.2% and 8.5% for the six months ended June 30, 2007 and 2008, respectively.
76
As of June 30, 2008, the Company recorded a total valuation allowance of (Won)43,587 million related to its deferred income tax assets. This amount includes a valuation allowance of (Won)27,878 million for the total tax benefits related to loss carryforwards. Certain subsidiaries including TSC did not recognize deferred income tax assets which resulted from the tax effects of tax loss carryforwards of (Won)101,375 million in excess of taxable differences and future taxable income.
In assessing the recoverability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differenced become deductible and tax carryforwards are utilizable. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred income tax assets are deductible, management believes that it is more likely than not the Company will realize the benefits of these deductible differences and tax carryforwards.
Upon adoption of FIN 48 as of January 1, 2007, the Company recorded a decrease to retained earnings of (Won)58,667 million as a cumulative effect of the liability for uncertain tax positions. At January 1, 2007, the Company had (Won)67,142 million of total gross unrecognized tax benefits, of which (Won)46,386 million represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective income tax rate in future periods. At December 31, 2007 and June 30, 2008 the amount of unrecognized tax benefits that would favorably affect the effective income tax rate in future periods was (Won)441 million and (Won)516 million, respectively. These amounts consider the guidance in FIN 48-1, Definition of Settlement in FASB Interpretation No. 48. The liability for uncertain tax positions is classified as a non-current liability.
A reconciliation of the total amounts of unrecognized tax benefits at the beginning and end of the period is as follows (in millions of Korean won):
| Beginning balance | 2007 (12 months) — (Won) | 67,142 | (Won) | 6,450 | |
|---|---|---|---|---|---|
| Additions to tax positions recorded during the current period | 3,303 | 901 | |||
| Additions to tax positions recorded during prior periods | | 71 | |||
| Reductions to tax positions recorded during prior periods | | | |||
| Reductions to tax positions due to a lapse of statutory limitations | | | |||
| Reductions for settlement | (63,995 | ) | (3,303 | ) | |
| Ending balance | (Won) | 6,450 | (Won) | 4,119 |
The Companys practice is to classify interest on uncertain tax positions in non-operating expense. The Company recognized (Won)311 million and (Won)101 million in penalties for the year ended December 31, 2007 and the six months ended June 30, 2008, respectively. The Company had (Won)477 million and (Won)387 million accrued for the payment of penalties as of December 31, 2007 and June 30, 2008, respectively.
The Company has open tax years ranging from 2003 to 2008, by which our taxes remain subject to examination. However, the Company does not anticipate that the total amount of unrecognized tax benefits will significantly change in the next 12 months.
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b. Fair Value of Financial Instruments
On January 1, 2008, the Company adopted the provisions of SFAS No. 157, Fair Value Measurements, for all financial and nonfinancial assets and liabilities recognized at fair value in the consolidated financial statements on a recurring basis. The adoption of this statement did not change our previous accounting for financial assets and liabilities. The provisions of SFAS No. 157 will be applied to nonfinancial assets and liabilities that are recognized at fair value in the consolidated financial statements on a nonrecurring basis beginning January 1, 2009. Upon application of the remaining provisions of SFAS No. 157 on January 1, 2009, the Company will provide additional disclosures regarding our nonrecurring fair value measurements, including our annual impairment review of goodwill and intangible assets.
SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No.157 also establishes a three-tier fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The following fair value hierarchy table presents information regarding our assets and liabilities measured at fair value on a recurring basis as of June 30, 2008 (in millions of Korean won):
| Level 1 | Level 2 | Level 3 | Total | |||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
| Cash and cash equivalents | (Won) | | (Won) | 900,008 | (Won) | | (Won) | 900,008 |
| Short-term financial instruments | | 87,060 | | 87,060 | ||||
| Trading securities | 38,321 | | | 38,321 | ||||
| Available-for-sale securities : | 36,368 | | | 36,368 | ||||
| Held-to-maturity securities | | 9,070 | | 9,070 | ||||
| Derivative instruments assets : | ||||||||
| Interest rate swap | | 734 | | 734 | ||||
| Currency swap | | 23,330 | | 23,330 | ||||
| Combined interest rate currency swap | | 57,079 | | 57,079 | ||||
| Currency forwards | | 556 | | 556 | ||||
| Put option | | | 8,161 | 8,161 | ||||
| Total | (Won) | 74,689 | (Won) | 1,077,837 | (Won) | 8,161 | (Won) | 1,160,687 |
| LIABILITIES | ||||||||
| Derivative instruments liabilities : | ||||||||
| Interest rate swap | | 5,460 | | 5,460 | ||||
| Combined interest rate currency swap | | 66,922 | | 66,922 | ||||
| Total | (Won) | | (Won) | 72,382 | (Won) | | (Won) | 72,382 |
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash equivalents: The carrying amount of cash equivalents approximates fair value as maturities are less than three months. Fair values of cash equivalent instruments that do not trade on a regular basis in active markets are classified as Level 2. The cash equivalents are primarily comprised of trust deposit, RP, money market deposit account and money market funds.
78
Short-term financial instruments: The carrying amount of short-term financial instruments approximates fair value due to the short-term maturity. Fair values of short-term financial instruments are measured at the quoted price obtained from brokers for identical or comparable assets or liabilities. The short-term financial instruments are comprised of installment saving-type fund and others.
Trading securities: Trading securities are primarily comprised of beneficiary certificates. The beneficiary certificates are measured at fair value using the quoted price obtained from brokers, which is classified as Level 2.
Marketable equity securities: The fair value of marketable equity securities are measured using quoted market prices and accordingly, they are classified as Level 1 as they are traded in an active market for which closing stock prices are readily available.
Derivative instruments assets: The derivative instruments assets consist of cross currency interest rate swap and put option contracts. The fair value of cross currency interest rate swap derivatives is primarily based on the quoted price obtained from brokers. The Company generally classifies this instrument within Level 2 of the valuation hierarchy, however, the Company also classifies put option contracts that are valued based upon models with significant unobservable inputs as Level 3 of the valuation hierarchy. The fair value of the put option is measured using Black-Sholes option pricing model that utilizes unobservable inputs such as expectation about dividend and future volatility.
The following table provides a reconciliation of the beginning and ending balances for the six months ended June 30, 2008 of the Companys put option, as the option is measured at fair value using significant unobservable inputs (in millions of Korean won):
| Balances at beginning of period (January 1, 2008) | (Won) | 1,971 |
|---|---|---|
| Unrealized gain included in earnings | 6,190 | |
| Unrealized gain (loss) included in other comprehensive income | | |
| Purchases, sales, issuances and settlements, net | | |
| Transfer in and/or (out) of Level 3 | | |
| Balances as of June 30, 2008 | (Won) | 8,161 |
c. Accrued Severance Indemnities
The Company expects to pay the following future benefits to its employees upon their normal retirement age (in millions of Korean won):
| Year ending June 30, — 2009 | 5,288 |
|---|---|
| 2010 | 10,026 |
| 2011 | 16,336 |
| 2012 | 22,222 |
| 2013 | 42,861 |
| 2014 ~ 2018 | 491,838 |
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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: January 9, 2009
| KT Corporation | |
|---|---|
| By: | /s/ Thomas Bum Joon Kim |
| Name: | Thomas Bum Joon Kim |
| Title: | Managing Director |
| By: | /s/ Youngwoo Kim |
| Name: | Youngwoo Kim |
| Title: | Director |