SK TELECOM CO LTD — Audit Report / Information 2006

Apr 13, 2006

6-K 1 h00452e6vk.htm SK TELECOM SK TELECOM PAGEBREAK

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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 APRIL 2006

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

11, Euljiro2-ga Jung-gu Seoul 100-999, Korea ( Address of principal executive offices )

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

Form 20-F þ Form 40-F o

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

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

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):

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes o No þ

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

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TABLE OF CONTENTS

NON-CONSOLIDATED BALANCE SHEETS
NON-CONSOLIDATED STATEMENTS OF INCOME
NON-CONSOLIDATED STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
SIGNATURES

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Table of Contents

SK TELECOM CO., LTD.

NON-CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004 AND INDEPENDENT AUDITORS’ REPORT

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link2 "Independent Auditors’ Report"

Independent Auditors’ Report

English Translation of a Report Originally Issued in Korean

To the Stockholders and Board of Directors of SK Telecom Co., Ltd.

We have audited the accompanying non-consolidated balance sheets of SK Telecom Co., Ltd. (the “Company”) as of December 31, 2005 and 2004, and the related non-consolidated statements of income, appropriations of retained earnings, and cash flows for the years then ended (all expressed in Korean won). These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the Republic of Korea. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements referred to above presents fairly, in all material respects, the financial position of the Company as of December 31, 2005 and 2004, and the results of its operations, the appropriations of its retained earnings and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the Republic of Korea.

Our audits also comprehended the translation of the Korean won amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2(a). Such U.S. dollar amounts are presented solely for the convenience of readers outside of the Republic of Korea.

Accounting principles and auditing standards and their application in practice vary among countries. The accompanying financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to audit such financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying financial statements are for use by those knowledgeable about Korean accounting procedures and auditing standards and their application in practice.

February 3, 2006

Notice to Readers

This report is effective as of February 3, 2006, the auditors’ report date. Certain subsequent events or circumstances may have occurred between the auditors’ report date and the time the auditors’ report is read. Such events or circumstances could significantly affect the accompanying financial statements and may result in modification to the auditors’ report.

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SK TELECOM CO., LTD.

link2 "NON-CONSOLIDATED BALANCE SHEETS"

NON-CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2005 AND 2004

		Korean won — December 31,		December 31,		Translation into U.S. dollars (Note 2) — December 31,	December 31,
ASSETS		2005		2004		2005	2004
		(In millions)				(In thousands)
CURRENT ASSETS :
Cash and cash equivalents (Note 11)		W	151,766	W	112,966	$ 150,263	$ 111,848
Short-term financial instruments (Note 18)			73,062		7,700	72,339	7,624
Trading securities (Notes 2 and 3)			745,360		640,389	737,980	634,049
Current portion of long-term investment securities
(Notes 2 and 3)			—		3,600	—	3,564
Accounts receivable — trade (net of allowance for
doubtful accounts of W 121,319
million at December 31,
2005 and W 58,248 million at
December 31, 2004)
(Notes 2, 11 and 21)			1,607,596		1,562,774	1,591,679	1,547,301
Short-term loans (net of allowance for doubtful
accounts of W 648 million at
December 31,2005 and W 562 million at December 31, 2004)
(Notes 2, 5 and 21)			64,150		55,613	63,515	55,062
Accounts receivable — other (net of allowance for
doubtful accounts of W 14,246
million at December 31,
2005 and W 13,665 million at
December 31, 2004)
(Notes 2, 11 and 21)			1,333,238		1,365,226	1,320,038	1,351,709
Inventories (Note 2)			5,986		10,961	5,927	10,852
Prepaid expenses			101,274		80,768	100,271	79,968
Deferred income tax assets, net (Notes 2 and 16)			61,152		—	60,547	—
Accrued income and other			28,901		14,348	28,614	14,206
Total Current Assets	–		4,172,485		3,854,345	4,131,173	3,816,183
NON-CURRENT ASSETS :
Property and equipment, net (Notes 2, 6, 20 and 21)			4,595,883		4,605,253	4,550,379	4,559,656
Intangible assets, net (Notes 2, 7 and 24)			3,386,547		3,448,619	3,353,017	3,414,474
Long-term investment securities (Notes 2 and 3)			1,203,333		923,537	1,191,419	914,393
Equity securities accounted for using the equity method
(Notes 2 and 4)			925,904		826,246	916,737	818,065
Long-term loans (net of allowance for doubtful
accounts of W 23,737 million at
December 31,2005
and W 19,173 million at December
31, 2004)
(Notes 2, 5 and 21)			14,204		28,284	14,063	28,004
Guarantee deposits (net of allowance for doubtful
accounts of W 311 million at
December 31, 2005
and nil at December 31, 2004) (Notes 2, 11 and 21)			122,846		242,387	121,630	239,987
Long-term deposits and other (Note 18)			100,474		92,034	99,479	91,124
Total Non-Current Assets	–		10,349,191		10,166,360	10,246,724	10,065,703
TOTAL ASSETS	#	W	14,521,676	W	14,020,705	$ 14,377,897	$ 13,881,886

(Continued)

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SK TELECOM CO., LTD. NON-CONSOLIDATED BALANCE SHEETS (CONTINUED) December 31, 2005 AND 2004

		Korean won
		December 31,		December 31,		December 31,		December 31,
LIABILITIES
AND STOCKHOLDERS’ EQUITY		2005		2004		2005		2004
		(In millions)				(In thousands)
CURRENT LIABILITIES :
Accounts payable (Notes 11 and 21)		W	971,558	W	1,070,588	$	961,939	$	1,059,988
Short-term borrowings			—		400,000		—		396,040
Income taxes payable (Note 16)			366,579		267,797		362,950		265,146
Accrued expenses (Notes 2 and 22)			362,178		378,303		358,592		374,557
Dividend payable			298		263		295		260
Withholdings			205,060		188,197		203,030		186,334
Current portion of long-term debt, net
(Notes 8 and 10)			809,490		498,278		801,475		493,345
Current portion of subscription deposits (Note 9)			14,875		13,405		14,728		13,272
Other			17,230		42,880		17,058		42,454
Total Current Liabilities	–		2,747,268		2,859,711		2,720,067		2,831,396
LONG-TERM LIABILITIES :
Bonds payable, net (Notes 2 and 8)			2,314,208		2,891,843		2,291,295		2,863,211
Subscription deposits (Note 9)			23,770		31,440		23,535		31,129
Long-term payables — other (net of present value
discount of W 58,413million at December 31,2005
and W 72,663 million at December 31, 2004)
(Note 2)			591,587		577,337		585,730		571,621
Obligations under capital lease (Notes 2 and 10)			10,204		—		10,103		—
Accrued severance indemnities, net (Note 2)			64,029		75,409		63,395		74,662
Deferred income tax liabilities, net (Notes 2 and 16)			409,715		323,096		405,658		319,897
Long-term currency swap (Notes 2 and 23)			73,450		96,743		72,723		95,785
Guarantee deposits received and other (Note 21)			29,565		38,034		29,272		37,656
Total Long-Term Liabilities	–		3,516,528		4,033,902		3,481,711		3,993,961
Total Liabilities	–		6,263,796		6,893,613		6,201,778		6,825,357
STOCKHOLDERS’ EQUITY :
Capital stock (Notes 1 and 12)			44,639		44,639		44,197		44,197
Capital surplus (Notes 2 and 12)			2,966,198		2,983,166		2,936,830		2,953,630
Retained earnings (Note 13) :
Appropriated			5,470,701		4,733,936		5,416,536		4,687,066
Unappropriated			1,799,160		1,422,772		1,781,347		1,408,685
Capital adjustments :
Treasury stock (Note 14)			(2,047,105	)	(2,047,105	)	(2,026,837	)	(2,026,837	)
Unrealized profit (loss) on valuation of long-term
investment securities, net (Notes 2, 3 and 16)			(42,134	)	(89,842	)	(41,717	)	(88,952	)
Equity in capital adjustments of affiliates, net
(Notes 2, 4 and 16)			77,119		124,145		76,355		122,916
Loss on valuation of currency swap, net
(Notes 2, 16 and 23)			(14,178	)	(49,452	)	(14,038	)	(48,962	)
Stock options (Notes 2 and 15)			3,480		4,833		3,446		4,786
Total Stockholders’ Equity	–		8,257,880		7,127,092		8,176,119		7,056,529
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	#	W	14,521,676	W	14,020,705	$	14,377,897	$	13,881,886

See accompanying notes to non-consolidated financial statements.

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SK TELECOM CO., LTD.

link2 "NON-CONSOLIDATED STATEMENTS OF INCOME"

NON-CONSOLIDATED STATEMENTS OF INCOME YEARS ENDED DECEMBER 31, 2005 AND 2004

	Korean won
	2005		2004		2005		2004
	(In millions				(In thousands
	except for per share data)				except for per share data)
OPERATING REVENUE (Notes 2 and 21)	W	10,161,129	W	9,703,681	$	10,060,524	$	9,607,605
OPERATING EXPENSES (Notes 2 and 21)
Labor cost		(380,383	)	(402,734	)	(376,617	)	(398,747	)
Commissions paid		(2,895,214	)	(2,827,159	)	(2,866,549	)	(2,799,167	)
Depreciation and amortization (Notes 2, 6, 7 and 10)		(1,512,919	)	(1,577,434	)	(1,497,940	)	(1,561,816	)
Network interconnection		(935,217	)	(858,754	)	(925,957	)	(850,251	)
Leased line		(392,834	)	(365,444	)	(388,945	)	(361,826	)
Advertising		(260,699	)	(328,552	)	(258,118	)	(325,299	)
Research and development (Note 2)		(204,698	)	(203,741	)	(202,671	)	(201,724	)
Rent		(179,726	)	(167,671	)	(177,947	)	(166,011	)
Frequency usage		(156,098	)	(143,047	)	(154,552	)	(141,631	)
Repair		(128,311	)	(108,533	)	(127,041	)	(107,458	)
Cost of goods sold		(12,372	)	(5,915	)	(12,250	)	(5,856	)
Other		(449,088	)	(355,116	)	(444,640	)	(351,601	)
Sub-total		(7,507,559	)	(7,344,100	)	(7,433,227	)	(7,271,387	)
OPERATING INCOME		2,653,570		2,359,581		2,627,297		2,336,218
OTHER INCOME :
Interest income (Note 3)		54,988		68,319		54,444		67,643
Dividends		26,515		23,843		26,252		23,607
Commissions (Note 21)		33,331		32,843		33,001		32,518
Equity in earnings of affiliates (Notes 2 and 4)		55,943		53,825		55,389		53,292
Foreign exchange and translation gains (Note 2)		1,862		10,897		1,844		10,789
Reversal of allowance for doubtful accounts		437		283		433		280
Gain on disposal of investment assets (Notes 3 and 4)		196,522		1,312		194,576		1,299
Gain on disposal of property and equipment		4,645		2,054		4,599		2,034
Gain on
foreign exchange transactions and valuation of currency swap (Notes 2 and 23)		2,545		2,850		2,520		2,822
Other		33,005		40,903		32,678		40,497
Sub-total		409,793		237,129		405,736		234,781

(Continued)

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SK TELECOM CO., LTD. NON-CONSOLIDATED STATEMENTS OF INCOME (CONTINUED) YEARS ENDED DECEMBER 31, 2005 AND 2004

	Korean won						Translation into U.S. dollars (Note 2)
	2005			2004			2005			2004
	(In millions						(In thousands
	except for per share data)						except for per share data)
OTHER EXPENSES :
Interest and discounts	( W	252,464	)	( W	302,491	)	($	249,964	)	($	299,496	)
Donations		(75,983	)		(19,796	)		(75,231	)		(19,600	)
Foreign exchange and translation losses (Note 2)		(2,223	)		(6,248	)		(2,201	)		(6,186	)
Loss on foreign exchange transactions and
valuation of currency swap (Notes 2 and 23)		—			(15,819	)		—			(15,662	)
Equity in losses of affiliates (Notes 2 and 4)		(90,801	)		—			(89,902	)		—
Loss on impairment of long-term investment securities
(Notes 2 and 3)		(1,793	)		(32,074	)		(1,775	)		(31,756	)
Loss on disposal of investment assets (Note 4)		(2,265	)		(810	)		(2,243	)		(802	)
Loss on disposal of property, equipment and
intangible assets		(6,079	)		(18,344	)		(6,019	)		(18,162	)
Other		(77,142	)		(85,350	)		(76,379	)		(84,506	)
Sub-total		(508,750	)		(480,932	)		(503,714	)		(476,170	)
ORDINARY INCOME		2,554,613			2,115,778			2,529,319			2,094,829
INCOME BEFORE INCOME TAXES		2,554,613			2,115,778			2,529,319			2,094,829
PROVISION FOR INCOME TAXES (Notes 2 and 16)		(683,233	)		(620,926	)		(676,468	)		(614,778	)
NET INCOME	W	1,871,380		W	1,494,852		$	1,852,851		$	1,480,051
NET INCOME PER SHARE
(In Korean won and U.S. dollars) (Note 17)	W	25,421		W	20,307		$	25.169		$	20.106
DILUTED NET INCOME PER SHARE
(In Korean won and U.S. dollars) (Note 17)	W	25,015		W	20,137		$	24.767		$	19.938

See accompanying notes to non-consolidated financial statements.

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SK TELECOM CO., LTD.

link2 "NON-CONSOLIDATED STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS"

NON-CONSOLIDATED STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS YEARS ENDED DECEMBER 31, 2005 AND 2004

	Korean won
	2005		2004		2005		2004
	(In millions)				(In thousands)
RETAINED EARNINGS BEFORE APPROPRIATIONS
Beginning of year	W	1,394	W	1,534	$	1,381	$	1,519
Interim dividends (Note 19)		(73,614	)	(73,614	)	(72,885	)	(72,885	)
Net income for the year		1,871,380		1,494,852		1,852,851		1,480,051
End of year		1,799,160		1,422,772		1,781,347		1,408,685
TRANSFER FROM VOLUNTARY RESERVES
Reserve for research and manpower development (Note 13)		131,466		84,235		130,164		83,401
APPROPRIATIONS
Reserve for research and manpower development (Note 13)		(190,000	)	(130,000	)	(188,119	)	(128,713	)
Reserve for business expansion (Note 13)		(1,150,000	)	(691,000	)	(1,138,614	)	(684,158	)
Cash dividends (Note 19)		(588,914	)	(684,613	)	(583,083	)	(677,835	)
		(1,928,914	)	(1,505,613	)	(1,909,816	)	(1,490,706	)
UNAPPROPRIATED RETAINED EARNINGS TO BE
CARRIED FORWARD TO THE FOLLOWING YEAR	W	1,712	W	1,394	$	1,695	$	1,380

See accompanying notes to non-consolidated financial statements.

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SK TELECOM CO., LTD.

link2 "NON-CONSOLIDATED STATEMENTS OF CASH FLOWS"

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2005 AND 2004

	Korean won
	2005		2004		2005		2004
	(In millions)				(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES :
Net income	W	1,871,380	W	1,494,852	$	1,852,851	$	1,480,051
Expenses not involving cash payments :
Provision for severance indemnities		40,465		52,487		40,064		51,967
Depreciation and amotization		1,634,254		1,699,531		1,618,073		1,682,704
Allowance for doubtful accounts		106,130		34,797		105,079		34,452
Foreign translation loss		876		736		867		729
Loss on foreign exchange transactions and
valuation of currency swap		—		15,819		—		15,662
Equity in losses of affiliates		90,801		—		89,902		—
Loss on impairment of long-term investment securities		1,793		32,074		1,775		31,756
Loss on disposal of investment assets		2,265		810		2,243		802
Loss on
disposal of property, equipment and intangible assets		6,079		18,344		6,019		18,162
Amortization of discounts on bonds and other		49,283		45,254		48,796		44,807
Sub-total		1,931,946		1,899,852		1,912,818		1,881,041
Income not involving cash receipts :
Foreign translation gain		(143	)	(365	)	(142	)	(361	)
Reversal of allowance for doubtful accounts		(437	)	(283	)	(433	)	(280	)
Equity in earnings of affiliates		(55,943	)	(53,825	)	(55,389	)	(53,292	)
Gain on disposal of investment assets		(196,523	)	(1,312	)	(194,576	)	(1,299	)
Gain on disposal of property and equipment		(4,645	)	(2,054	)	(4,599	)	(2,034	)
Gain on foreign exchange transactions and
valuation of currency swap		(2,545	)	(2,850	)	(2,520	)	(2,822	)
Other		(73	)	(2,535	)	(72	)	(2,509	)
Sub-total		(260,309	)	(63,224	)	(257,732	)	(62,597	)
Changes in assets and liabilities related to
operating activities :
Accounts receivable — trade		(149,119	)	(146,726	)	(147,643	)	(145,273	)
Accounts receivable — other		30,011		(566,411	)	29,714		(560,803	)
Inventories		4,975		(3,114	)	4,926		(3,083	)
Prepaid expenses		10,504		2,545		10,400		2,520
Accrued income and other		(14,420	)	633		(14,277	)	627
Accounts payable		(98,890	)	(46,886	)	(97,911	)	(46,422	)
Income taxes payable		90,245		(131,813	)	89,351		(130,508	)
Accrued expenses		(16,125	)	(22,941	)	(15,965	)	(22,714	)
Withholdings		16,863		10,737		16,696		10,631
Current portion of facility deposits		1,471		2,580		1,456		2,554
Advance receipts and other		(25,649	)	11,142		(25,395	)	11,032
Deferred income taxes		4,511		80,797		4,466		79,997
Severance indemnity payments		(21,985	)	(26,728	)	(21,767	)	(26,463	)
Deposits for group severance indemnities and other deposits		(31,875	)	(16,389	)	(31,558	)	(16,226	)
Sub-total		(199,483	)	(852,574	)	(197,507	)	(844,131	)
Net Cash Provided by Operating Activities		3,343,534		2,478,906		3,310,430		2,454,364

(Continued)

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SK TELECOM CO., LTD. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED DECEMBER 31, 2005 AND 2004

	Korean won — 2005	2004		2005		2004
	(In millions)			(In thousands)
CASH FLOWS FROM INVESTING ACTIVITIES :
Cash inflows from investing activities :
Decrease in trading securities	W	W	220,849	$	—	$	218,662
Decrease in current portion of long-term investment
securities	53,600		85,861		53,069		85,011
Decrease in short-term loans	60,258		86,359		59,661		85,504
Decrease in short-term financial instruments	—		92,813		—		91,894
Decrease in long-term financial instruments	—		50,000		—		49,505
Proceeds from sales of long-term investment securities	16,986		17,390		16,818		17,218
Proceeds from sales of equity securities accounted
for using the equity method	296,911		2,710		293,971		2,683
Decrease in guarantee deposits	132,298		19,513		130,988		19,320
Decrease in other non-current assets	34,827		36,287		34,482		35,928
Proceeds from disposal of property and equipment	33,928		9,853		33,592		9,755
Proceeds from disposal of intangible assets	57		2,292		56		2,269
Sub-total	628,865		623,927		622,637		617,749
Cash outflows for investing activities :
Increase in short-term financial instruments	(55,361	)	—		(54,813	)	—
Increase of trading securities	(104,973	)	—		(103,934	)	—
Increase in short-term loans	(55,808	)	(49,892	)	(55,255	)	(49,398	)
Increase in long-term financial instruments	(1,137	)	(60,003	)	(1,126	)	(59,409	)
Acquisition of long-term investment securities	(309,215	)	(52,266	)	(306,153	)	(51,749	)
Acquisition of equity securities accounted for using
the equity method	(254,699	)	(130,240	)	(252,177	)	(128,950	)
Increase in long-term loans	(3,571	)	(27,416	)	(3,536	)	(27,145	)
Increase in guarantee deposits and other non-current
assets	(96,365	)	(97,704	)	(95,411	)	(96,737	)
Acquisition of property and equipment	(1,383,145	)	(1,570,002	)	(1,369,450	)	(1,554,457	)
Increase in intangible assets	(188,676	)	(57,627	)	(186,808	)	(57,056	)
Sub-total	(2,452,950	)	(2,045,150	)	(2,428,663	)	(2,024,901	)
Net Cash Used in Investing Activities	(1,824,085	)	(1,421,223	)	(1,806,026	)	(1,407,152	)

(Continued)

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SK TELECOM CO., LTD. NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) YEARS ENDED DECEMBER 31, 2005 AND 2004

	Korean won
	2005		2004		2005		2004
	(In millions)				(In thousands)
Cash inflows from financing activities :
Issuance of bonds	W	193,683	W	1,205,727	W	191,765	W	1,193,789
Increase in short-term borrowings		—		2,850		—		2,822
Other		24,392		13,496		24,151		13,362
Sub-total		218,075		1,222,073		215,916		1,209,973
Cash outflows for financing activities :
Repayment of short-term borrowings		(400,000	)	(328,669	)	(396,040	)	(325,415	)
Repayment of current portion of long-term debt		(500,000	)	(1,370,036	)	(495,050	)	(1,356,471	)
Payment of dividends		(758,192	)	(478,318	)	(750,685	)	(473,582	)
Decrease in facility deposits		(7,670	)	(12,757	)	(7,594	)	(12,631	)
Acquisition of treasury stock		—		(2	)	—		(2	)
Transaction of currency forward		—		(29	)	—		(29	)
Other		(32,862	)	(5,372	)	(32,536	)	(5,319	)
Sub-total		(1,698,724	)	(2,195,183	)	(1,681,905	)	(2,173,449	)
Net Cash Used in Financing Activities		(1,480,649	)	(973,110	)	(1,465,989	)	(963,476	)
NET INCREASE IN CASH
AND CASH EQUIVALENTS		38,800		84,573		38,415		83,736
CASH AND CASH EQUIVALENTS
AT BEGINNING OF THE PERIOD		112,966		28,393		111,848		28,112
CASH AND CASH EQUIVALENTS
AT END OF THE PERIOD	W	151,766	W	112,966	$	150,263	$	111,848

See accompanying notes to non-consolidated financial statements.

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SK TELECOM CO., LTD. link2 "NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS"

NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2005 AND 2004

| 1. |
| --- |
| SK Telecom Co., Ltd. (the “Company”) was incorporated in March 1984 under the laws of Korea to
engage in providing nationwide cellular telephone communication services in the Republic of
Korea. The Company’s common shares and depositary receipts (DRs) are listed on the Stock Market
of Korea Exchange (formerly “Korea Stock Exchange”) and the New York and London Stock Exchanges,
respectively. As of September 30, 2005, the Company’s total issued shares are held by the
following : |

Number of shares	total shares issued (%)
SK Group	18,748,452	22.79
POSCO Corp.	2,991,496	3.64
Institutional investors and other minority shareholders	51,874,348	63.04
Treasury stock	8,662,415	10.53
	82,276,711	100.00

| 2. |
| --- |
| The accompanying non-consolidated financial statements of the Company have been prepared in
accordance with Korean Financial Accounting Standards and Statements of Korean Accounting
Standards (“SKAS”) No, 1 through No. 17 (except for No. 11 and No. 14). The accompanying
non-consolidated financial statements will be approved by the Company’s board of directors on
February 14, 2006. Significant accounting policies followed in preparing the accompanying
non-consolidated financial statements are summarized as follows. |

a.	Basis of Presentation
	The accompanying non-consolidated statutory financial statements have been prepared in the
Korean language (Hangul) in conformity with the accounting principles generally accepted in
the Republic of Korea (“Korean GAAP”). Certain accounting principles applied by the Company
that conform with financial accounting standards and accounting principles in the Republic of
Korea may not conform with accounting principles generally accepted in other countries.
Accordingly, these financial statements are intended for use by those who are informed about
Korean accounting principles and practices. The accompanying non-consolidated financial
statements have been condensed, restructured and translated into English with certain
expanded descriptions from the Korean language financial statements. Certain information
included in the Korean language financial statements, but not required for a fair
presentation of the Company’s financial position, results of operations or cash flows, is not
presented in the accompanying non-consolidated financial statements.
	The official accounting records of the Company are maintained and expressed in Korean won,
the currency of the country in which the Company is incorporated and operates. The
translation of Korean won amounts into U.S. dollar amounts are included solely for the
convenience of readers outside of the Republic of Korea and have been made at the rate of W 1,010.0 to US$1, 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 year ended December 31, 2005. Such translations into U.S. dollars
should not be construed as representations that the Korean won amounts could be converted
into U.S. dollars at the above or any other rate.
b.	Adoptions of New Statements of Korea Accounting Standards (“SKAS”)
	On January 1, 2005, the Company adopted SKAS No.15 through No.17, which are effective from
the fiscal year beginning after December 31, 2004. The adoption of such accounting standards
did not materially affect the

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| Company’s financial statements except as follows : |
| --- |
| Through 2004, the Company discontinued applying the equity method of accounting for an
investment when the investment is reduced to zero and did not provide for additional losses.
Effective January 1, 2005, additional losses are provided for to the extent that the Company
has other investment assets related to the equity method investee, including preferred stock
and long-term receivables, pursuant to adoption of SKAS No.15, “Investments : Equity Method”.
As a result of this accounting change, total assets as of December 31, 2005 decreased by W 4,706 million and ordinary income and net income for the year ended December 31,
2005 decreased by W 4,706 million (See Note 4). |
| Through 2004, tax effects of temporary differences related to capital adjustments were
excluded in determining the deferred tax assets or liabilities. Effective January 1, 2005,
such tax effects of temporary differences are included in determining the deferred tax assets
or liabilities, pursuant to adoption of SKAS No. 16 “Income Taxes”. Accordingly, adjustments
made directly to capital surplus or capital adjustments, which result in temporary
differences, are recorded net of related tax effects. In addition, effective January 1,
2005, deferred income tax assets and liabilities which were presented on the balance sheet as
a single non-current net number through 2004, are separated into current and non-current
portions. As a result of adopting SKAS No. 16, total assets and total liabilities as of
December 31, 2005 increased by W 61,152 million and W 90,645 million,
respectively, and total stockholders’ equity as of December 31, 2005 decreased by W 29,493 million, which was directly reflected in capital surplus or capital
adjustments (See Note 16). |
| Through 2004, provisions were recorded at nominal value. Effective January 1, 2005,
provisions are recorded at the present value when the effect of the time value of money is
material, pursuant to adoption of SKAS No. 17 “Provisions, Contingent Liabilities and
Contingent Assets”. SKAS No. 16 is prospectively applied and as a result of adopting such
accounting standard, total liabilities as of December 31, 2005 decreased by W 7,415
million and ordinary income and net income for the year ended December 31, 2005 increased by W 5,376 million (See Note 22). |
| Such newly adopted accounting standards are prospectively applied as allowed by SKAS No. 15
through No. 17. As a result, the non-consolidated balance sheet as of December 31, 2004 and
the non-consolidated statement of income and cash flows for the year ended December 31, 2004,
which are comparatively presented herein, were not adjusted to reflect the effect of adoption
of SKAS No. 15 through No. 17. |

c.	Allowance for Doubtful Accounts
	Allowance for doubtful accounts is provided based on the estimated collectibility of
individual accounts and historical bad debt experience.
d.	Inventories
	Inventories, which consist mainly of replacement units for wireless telecommunication
facilities and supplies for sales promotion, are stated at the lower of cost or market value,
with cost determined using the moving average method. During the year, perpetual inventory
systems are used to value inventories, which are adjusted to physical inventory counts
performed at fiscal year end. When the market value of inventories is less than the
acquisition cost, the carrying amount is reduced to the market value and any difference is
charged to current operations as operating expenses There was no such loss for the years
ended December 31, 2005 and 2004.

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e.	Securities (excluding securities accounted for using the equity method of accounting)
	Debt and equity securities are initially recorded at their acquisition costs (fair value of
considerations paid) including incidental cost incurred in connection with acquisition of the
related securities and classified into trading, available-for-sale and held-to-maturity
securities depending on the acquisition purpose and nature.
	Trading securities are stated at fair value with gains or losses on valuation reflected in
current operations.
	Securities classified as available-for-sale are reported at fair value. Unrealized gains or
losses on valuation of available-for-sale securities are included in capital adjustments and
the unrealized gains or losses are reflected in net income when the securities are sold or if
an impairment is other than temporary. Equity securities are stated at acquisition cost if
fair value cannot be reliably measured. If the declines in the fair value of individual
available-for-sale securities below their acquisition or amortized cost are other than
temporary and there is objective evidence of impairment, write-downs of the individual
securities are recorded to reduce the carrying value to their fair value. The related
write-downs are recorded in current operations as a loss on impairment of investment
securities.
	Held-to-maturity securities are presented at acquisition cost after premiums or discounts are
amortized or accreted, respectively. The Company recognizes write-downs resulting from
other-than-temporary declines in the fair value below its book value on the balance sheet
date if there is objective evidence of impairment. The related write-downs are recorded in
current operations as a loss on impairment of investment securities.
	Trading securities are presented in the current asset section of the balance sheet, and
available-for-sales and held-to-maturity securities are presented in the current asset
section of the balance sheet if their maturities are within one year; otherwise such
securities are recorded in the non-current section of the balance sheet.
f.	Investment Securities Accounted for Using the Equity Method of Accounting
	Investment securities of affiliated companies, in which the Company has the ability to
exercise significant influence, are carried using the equity method of accounting, whereby the
Company’s initial investment is recorded at cost and the carrying value is subsequently
increased or decreased to reflect the Company’s portion of shareholders’ equity of the
investee. Differences between the purchase cost and net asset value of the investee are
amortized over 5 to 20 years using the straight-line method. When applying the equity method
of accounting, unrealized intercompany gains and losses are eliminated and the effect of
eliminations is reflected in the investment securities account (See Note 4). In addition,
effective January 1, 2005, the Company provides for additional losses for those investments
accounted for using the equity method that are reduced to zero to the extent that the Company
has other investment assets related to the equity method investees.
g.	Property and Equipment
	Property and equipment are stated at cost. Major renewals and betterments, which prolong the
useful life or enhance the value of assets, are capitalized; expenditures for maintenance and
repairs are charged to expense as incurred.
	Depreciation is computed using the declining balance method (except for buildings and
structures acquired on or after January 1, 1995 which are depreciated using the straight-line
method) over the estimated useful lives (4~30 years) of the related assets (See Note 6).
	Interest expense and other financing charges for borrowings related to the manufacture or
construction of property and equipment are charged to current operations as incurred.

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h.	Intangible Assets
	Intangible assets are recorded at cost, less amortization computed using the straight-line
method over 5 to 20 years. The amortization for the years ended December 31, 2005 and 2004
were W 329,360 million and W 317,394 million, respectively.
	With its application for a license to provide IMT 2000 service, the Company has a commitment
to pay W 1,300,000 million to the Ministry of Information Communication (“MIC”). W 650,000
million was paid in March 2001 by SK IMT Co., Ltd. (a former subsidiary of the Company), which
was merged into the Company on May 1, 2003, and the remainder is required to be paid over 10
years with an annual interest rate equal to the 3-year-maturity government bond rate minus
0.75% (3.58% as of December 31, 2005). The future payment obligations are W 90,000 million in
2007, W 110,000 million in 2008, W 130,000 million in 2009, W 150,000 million in 2010, and W 170,000 million in 2011. On December 4, 2001, SK IMT Co., Ltd. received the IMT 2000 license
from MIC, and recorded the total license cost as an intangible asset. As a result of the
merger with SK IMT Co., Ltd., the Company acquired such IMT license of W 1,259,253 million and
assumed the related long-term payable with a principal amount of W 650,000 million on May 1,
2003 (the date of merger). Amortization of the IMT license commenced when the Company started
its commercial IMT 2000 service in December 2003, using the straight-line method over the
estimated useful life of the IMT license which expires in December 2016.
i.	Convertible Bonds
	The proceeds from issuance of convertible bonds are allocated between the conversion rights
and the debt issued; the portion allocable to the conversion rights is accounted for as
capital surplus with a corresponding conversion right adjustment which is deducted from the
related bonds. Such conversion right adjustment is amortized to interest expense using the
effective interest rate method over the redemption period of the convertible bonds. The
portion allocable to the conversion rights is measured by deducting the present value of the
debt at time of issuance from the gross proceeds from issuance of convertible bonds, with the
present value of the debt being computed by discounting the expected future cash flows
(including call premium, if any) using the effective interest rate applied to ordinary or
straight debt of the Company at the issue date.
j.	Discounts on Bonds
	Discounts on bonds are amortized to interest expense using the effective interest rate method
over the redemption period of the bonds.
k.	Valuation of Long-term Payables
	Long-term payables resulting from long-term installment transactions are stated at the present
value of the expected future cash flows. Imputed interest amounts are recorded in present
value discount accounts which are deducted directly from the related nominal payable balances.
Such imputed interest is included in operations using the effective interest rate method over
the redemption period.
l.	Provisions, Contingent Liabilities and Contingent Assets
	The Company recognizes a provision when i) it has a present obligation as a result of a past
event, ii) it is probable that a disbursement of economic resources will be required to
settle the obligation, and iii) a reliable estimate can be made of the amount of the
obligation (See Note 22).

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The Company does not recognize the following contingent obligations as liabilities ;

| - | Possible obligations related to past events, for which the existence of a
liability can only be confirmed upon occurrence of uncertain future event or events
outside the control of the Company. |
| --- | --- |
| - | Present obligations arising out of past events or transactions, for which i)
a disbursement of economic resources to fulfill such obligations is not probable or
ii) a disbursement of economic resources is probable, but the related amount cannot be
reasonably estimated. |

| | In addition, the Company does not recognize potential assets related to past events or
transactions, for which the existence of an asset or future benefit can only be confirmed
upon occurrence of uncertain future event or events outside the control of the Company. |
| --- | --- |
| m. | Accrued Severance Indemnities |
| | In accordance with the Company’s policy, all employees with more than one year of service are
entitled to receive severance indemnities, based on length of service and rate of pay, upon
termination of their employment. Accruals for severance indemnities are recorded to
approximate the amount required to be paid if all employees were to terminate at the balance
sheet date. |
| | The Company has deposits with insurance companies to fund the portion of the employees’
severance indemnities which is in excess of the tax deductible amount allowed under the
Corporate Income Tax Law, in order to take advantage of the additional tax deductibility for
such funding. Such deposits with outside insurance companies, where the beneficiaries are
the Company’s employees, totaling W 187,103 million and W 155,228 million as of December 31,
2005 and 2004, respectively, are deducted from accrued severance indemnities. |
| | In accordance with the Korean National Pension Fund Law, the Company transferred a portion of
its accrued severance indemnities to the National Pension Fund through March 1999. Such
transfers, amounting to W 5,172 million and W 5,612 million as of December 31, 2005 and 2004,
respectively, are deducted from accrued severance indemnities. |
| | Actual payment of severance indemnities amounted to W 21,985 million and W 26,728 million for
the years ended December 31, 2005 and 2004, respectively. |
| n. | Accounting for Employee Stock Option Compensation Plan |
| | The Company adopted the fair value based method of accounting for its employee stock option
compensation plan (See Note 15). Under the fair value based method, compensation cost is
measured at the grant date based on the value of the award and is recognized over the service
period. For stock options, fair value is determined using an option-pricing model that
takes into account the stock price at the grant date, the exercise price, the expected life
of the option, the volatility of the underlying stock, expected dividends and the current
risk-free interest rate for the expected life of the option. However, as permitted under
Korean GAAP, the Company excludes the volatility factor in estimating the value of its stock
options granted before December 31, 2003, which results in measurement at minimum value. The
total compensation cost of an option estimated at the grant date is not subsequently adjusted
for changes in the price of the underlying stock or its volatility, the actual life of the
option, dividends on the stock, or the risk-free interest rate. In addition, recognized
compensation costs related to stock options that were expired, due to such stock options not
being exercised within the exercisable period, are transferred to other capital surplus from
capital adjustments. |

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o.	Accounting for Leases
	Lease agreements that include a bargain purchase option, result in the transfer of ownership
at the end of the lease term, have a lease term equal to 75% or more of the estimated
economic life of the leased property or where the present value of minimum lease payments
equals or exceeds 90% of the fair value of the leased property, are accounted for as capital
leases. All other leases are accounted for as operating leases.
	Assets and liabilities related to capital leases are recorded as property and equipment and
obligations under capital leases, respectively, and the related interest is calculated using
the effective interest rate method and charged to other expenses. For operating leases, the
future minimum lease payments are expensed ratably over the lease term while contingent
rentals are expensed as incurred (See Note 10).
p.	Research and Development Costs
	The Company charges substantially all research and development costs to expense as incurred.
The Company incurred internal research and development costs of W 204,698 million and W 203,741
million for the years ended December 31, 2005 and 2004, respectively, and external research
and development costs of W 68,526 million and W 68,549 million for the years ended December 31,
2005 and 2004, respectively.
q.	Accounting for Foreign Currency Transactions and Translation
	Transactions denominated in foreign currencies are recorded in Korean won based on the
prevailing rate of exchange at the dates of transactions. 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 date, which were, for US dollars, W 1,013.00=US$1 and W 1,043.80=US$1 at December 31, 2005 and 2004, respectively. The
resulting gains or losses arising from the translation or settlement of such assets and
liabilities are included in current operations.
r.	Derivative Instruments
	The Company records rights and obligations arising from derivative instruments as assets and
liabilities, which are stated at fair value. The gains and losses that result from the
change in the fair value of derivative instruments are reported in current earnings.
However, for derivative instruments designated as hedging the exposure of variable cash
flows, the effective portions of the gains or losses on the hedging instruments are recorded
as a separate component of shareholders’ equity and credited/charged to operations at the
time the hedged transactions affect earnings, and the ineffective portions of the gains or
losses are credited/charged immediately to operations.
s.	Revenue Recognitions
	Operating revenue is recognized when cellular telephone communication services are provided.

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| t. |
| --- |
| Income tax expense is determined by adding or deducting the total income tax and surtaxes to
be paid for the current period and the changes in deferred income tax assets and liabilities. |
| Deferred tax is recognized on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the
computation of taxable profits. Deferred tax liabilities are generally recognized for all
taxable temporary differences with some exceptions and deferred tax assets are recognized to
the extent that it is probable that taxable profits will be available against which the
deductible temporary differences can be utilized. The carrying amount of deferred tax assets
is reduced to the extent that it is no longer probable that sufficient taxable profits will be
available to allow all or part of the assets to be recovered. Effective January 1, 2005
deferred income tax assets and liabilities, which were presented on the balance sheet as a
single non-current net amount through 2004, are classified into current and non-current based
on the classification of related assets or liabilities for financial reporting purposes |

1. INVESTMENT SECURITIES

a. Trading Securities

Trading securities as of December 31, 2005 and December 31, 2004 are as follows (in millions of Korean won) :

	December 31, 2005						December 31, 2004
							Fair value and
	Acquisition cost		Fair value		Carrying amount		carrying amount
Beneficiary certificates	W	745,360	W	745,360	W	745,360	W	640,389

b. Long-term Investment Securities

Long-term investment securities as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Available-for-sale equity securities	December 31, 2005 — W	907,069	December 31, 2004 — W	872,209
Available-for-sale debt securities		296,264		4,928
Held-to-maturity securities		—		50,000
Total		1,203,333		927,137
Less current portion		—		(3,600	)
Long-term portion	W	1,203,333	W	923,537

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b-(1). Available-for-sale Equity Securities

Available-for-sale equity securities as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Shares	percentage		Acquisition		Fair value at
at Dec. 31,	(%) at Dec.		cost at		Dec 31,		Carrying amount
2005	31, 2005		Dec. 31, 2005		2005		2005		2004
(Investments in listed companies)
Digital Chosunilbo Co., Ltd.	2,890,630	7.8	W	5,781	W	5,796	W	5,796	W	2,023
Hanaro Telecom Inc.	22,090,000	4.8		121,677		56,440		56,440		71,019
Korea Radio Wave Basestation
Management	234,150	4.4		1,171		2,646		2,646		2,178
POSCO Corporation	2,481,310	2.8		332,662		501,225		501,225		464,005
INNOTG Co., Ltd.	59,473	0.4		1,695		83		83		152
SINJISOFT Corporation	—	—		—		—	(note a)	—		590
Cowon Systems, Inc.	—	—		—		—	(note a)	—		1,600
Sub-total				462,986		566,190		566,190		541,567
(Investments in non-listed companies)
Powercomm Co., Ltd.	7,500,000	5.0		240,243		77,130	(note b)	77,130		71,565
Japan MBCO	54,000	7.3		27,332	(note e)			27,332		27,332
Real Telecom Co., Ltd.	398,722	8.3		5,981		—	(note c)	—		—
Enterprise Networks Co., Ltd.	2,821	0.03		14,438		—	(note d)	—		—
Eonex Technologies Inc.	144,000	12.6		3,600	(note e)			4,593		4,593
WiderThan Co., Ltd.	—	—		—		—	(note f)	—		3,188
Korea Economic Daily	2,585,069	13.8		13,964	(note e)			13,964		2,077
Others				99,646	(note e)		(note g)	22,825		25,481
Sub-total				405,204				145,844		134,236
(Investments in funds)
Korea IT Fund				190,000	(note e)			190,000		190,000
Others				5,035	(note e)			5,035		6,406
Sub-total				195,035				195,035		196,406
Total			W	1,063,225			W	907,069	W	872,209

(note a) The investments in common stock of SINJISOFT Corporation and Cowon System, Inc. were all sold and the Company recorded a gain on disposal of investment assets of W 931 million and W 1,097 million, respectively, for the year ended December 31, 2005.

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| (note b) | The Company recorded its investments in common stock of Powercomm
Co., Ltd. at its fair value, which was estimated by an outside
professional valuation company using the present value of
expected future cash flows and the unrealized loss on valuation
of investments amounting to W 163,113 and W 168,678 as of December
31, 2005 and 2004, respectively, were recorded as a capital
adjustment. |
| --- | --- |
| (note c) | Due to the impairment of the Company’s investments in common
stock of Real Telecom Co., Ltd., the Company recorded impairment
loss of W 5,981 million for the year ended December 31, 2004. |
| (note d) | The Company recorded impairment loss of W 14,438 million for the
year ended December 31, 2004 for its investments in common stock
of Enterprise Networks Co., Ltd. as the investee filed for
reorganization prodeedings. |
| (note e) | As a reasonable estimate of fair value could not be made, the
investment is stated at acquisition cost. The investment in
common stock of Eonex Technologies Inc. was reclassified to
available-for-sale securities from equity securities accounted
for using the equity method during 2003, as the Company’s
ownership in such investees decreased to less than 20% and the
Company lost significant influence. Such securities were
transferred to available-for-sale securities at the carrying
amount valued using the equity method of accounting prior to the
reclassification. |
| (note f) | The investment in common stock of WiderThan Co., Ltd. was
reclassified to equity securities accounted for using the equity
method during 2005. Although the Company’s ownership in
WiderThan Co., Ltd. is less than 20%, the Company exercises
significant influence on the selection of directors and the
investee has significant transactions with the Company. |
| (note g) | Due to the impairment of the Company’s investments in common
stock of TeleMerc.com and Mobilewelcom Co., Ltd., the Company
recorded impairment losses on such investments of W 1,793 million
and W 1,000 million for the years ended December 31, 2005 and
2004, respectively. |

b-(2). Available-for-sale Debt Securities

Available-for-sale debt securities as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

				Carrying amount
				December		December
	Maturity	Acquisition cost		31, 2005		31, 2004
Public bonds	(note a)	W	1,590	W	1,590	W	1,328
Currency stabilization bonds	(note b)		294,891		294,674		—
Convertible bonds of Real Telecom
Co., Ltd. (note c)	March, 2007		10,656		—		—
Convertible bonds of Eonex
Technologies, Inc. (3 rd ) (note d)	January, 2005		—		—		3,600
Total			307,137		296,264		4,928
Less current portion of available-for-sale debt securities			—		—		(3,600	)
Long-term available-for-sale debt securities		W	307,137	W	296,264	W	1,328

The interest income incurred from available-for-sale debt securities for the years ended December 31, 2005 and 2004 were W 914 million and W 391 million, respectively.

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(note a) The maturities of public bonds as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Maturity — Within five years	December 31, 2005 — W	1,229	December 31, 2004 — W	904
Within ten years		361		424
	W	1,590	W	1,328

(note b) The maturities of monetary stabilization bonds as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Maturity — Within five years	December 31, 2005 — W	294,674	December 31, 2004 — W	—

| (note c) | The convertible bonds of Real Telecom Corp. with a principal amount of W 10,656
million can be converted into 371,018 shares of common stock of Real Telecom Corp. at W 28,721 per share during the period from September 29, 2004 to March 28, 2007. Due to the
impairment of such bonds, the Company recorded an impairment loss of W 10,656 million for
the year ended December 31, 2004. |
| --- | --- |
| (note d) | The convertible bonds of Eonex Technologies, Inc. (3rd) were all settled in cash
during the year ended December 31, 2005. |

b-(3). Changes in Unrealized Gains (Losses) on Investments in Common Stock

The changes in unrealized gains (losses) on investments in common stock during the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	For the year ended December 31, 2005
						Transferred to
				Increase/		realized			Tax effect			Ending
	Beginning balance			(decrease)		gain (loss)			(note)			balance
Available-for-sales equity securities :
Digital Chosunilbo Co., Ltd.	(W	3,758	)	W	3,772	W	—		(W	4	)	W	10
Hanaro Telecom Inc.		(50,657	)		(14,580	)	—			17,940			(47,297	)
Korea Radio Wave Basestation Management		1,007			468		—			(405	)		1,070
POSCO Corporation		131,343			37,220		—			(46,355	)		122,208
INNOTG Co., Ltd.		(1,543	)		(68	)	—			443			(1,168	)
SINJISOFT Corporation		460			—		(460	)		—			—
Cowon Systems, Inc.		—			585		(585	)		—			—
Powercomm Co., Ltd.		(168,678	)		5,565		—			44,856			(118,257	)
Eonex Technologies Inc.		2,011			—		—			(553	)		1,458
WiderThan Co., Ltd.		(27	)		27		—			—			—
Sub-total		(89,842	)		32,989		(1,045	)		15,922			(41,976	)
Currency stabilization bonds		—			(218	)	—			60			(158	)
Total	(W	89,842	)	W	32,771	(W	1,045	)	W	15,982		(W	42,134	)

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(note) Represents adjustments to reflect the tax effect of temporary differences directly charged or credited to unrealized gains (losses) on valuation of long-term investment securities in accordance with SKAS No. 16 “Income Taxes”, which is effective January 1, 2005.

	For the year ended December 31, 2004
							Transferred to
				Increase/			realized		Ending
	Beginning balance			(decrease)			gain (loss)		balance
Digital Chosunilbo Co., Ltd.	(W	2,934	)	(W	824	)	W	—	(W	3,758	)
Hanaro Telecom Inc.		(55,469	)		4,812			—		(50,657	)
Korea Radio Wave Basestation Management		1,498			(491	)		—		1,007
POSCO Corporation		71,792			59,551			—		131,343
INNOTG Co., Ltd.		—			(1,543	)		—		(1,543	)
Powercomm Co., Ltd.		(171,835	)		3,157			—		(168,678	)
SINJISOFT Corporation		—			460			—		460
Eonex Technologies Inc.		—			2,011			—		2,011
WiderThan Co., Ltd.		—			(27	)		—		(27	)
Total	(W	156,948	)	W	67,106		W	—	(W	89,842	)

b-(4). Held-to-maturity Securities

Held-to-maturity securities as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

				Carrying amount
				December		December
	Maturity	Acquisition cost		31,2005		31, 2004
Subordinated bonds of
Mirae Asset Life Insurance Co., Ltd.
(formerly SK Life Insurance Co., Ltd.)	(note a)	W	—	W	—	W	50,000
Total					—		50,000
Less current portion of held-to-maturity securities					—		—
Long-term held-to-maturity securities				W	—	W	50,000

Interest income from held-to-maturity securities for the years ended December 31, 2005 and 2004 are W 3,748 million and W 15,686 million, respectively.

(note a) The Subordinated bonds of Mirae Asset Life Insurance Co., Ltd. (formerly SK Life Insurance Co., Ltd.) were all liquidated during 2005.

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4.
Equity securities accounted for using the equity method of accounting as of December 31, 2005
and 2004 are as follows (in millions of Korean won) :

	Ownership
Number	Percentage		Acquisition	Net Asset			Carrying Amount
of shares	(%)		Cost	Value			December 31, 2005		December 31, 2004
Pantech Co., Ltd.	25,570,306	22.7	W	26,309	54,841	(note a)	W	55,634	W	190,896
SK Capital Co., Ltd.	10,000,000	100.0		50,000	37,501			37,501		34,891
SK Communications Co., Ltd.	7,844,454	91.1		175,441	138,372			158,170		143,096
SK Telink Co., Ltd.	943,997	90.8		5,296	70,863			70,863		56,182
SK C&C Co., Ltd.	300,000	30.0		19,071	193,381			198,251		201,353
SK Wyverns Baseball Club Co., Ltd.	199,997	100.0		1,000	—			—		—
STIC Ventures Co., Ltd.	1,600,000	21.9		8,000	8,308			8,308		7,321
Paxnet Co., Ltd.	5,590,452	67.1		26,563	9,135			27,372		25,244
Global Credit & Information Corp.	300,000	50.0		2,410	2,648			3,276		3,054
TU Media Corp.	12,922,266	29.6		64,611	31,400			32,393		34,607
Aircross Co., Ltd.	600,000	38.1		300	970			970		944
Widerthan Co., Ltd.	2,000,000	10.1		1,000	12,827	(note b)		12,827		—
IHQ, Inc.	8,000,000	21.6		14,440	7,668	(note d)		13,935		—
Seoul Records, Inc.	9,582,321	60.0		27,874	23,572			27,242		—
Harex Info Tech, Inc.	225,000	21.2		3,375	1,166			2,568		3,375
SLD Telecom PTE. Ltd.	80,476,700	55.1		93,987	54,952			55,358		59,804
Skytel Co., Ltd.	1,756,000	28.6		2,159	4,872			4,872		3,633
SK China Company Ltd.	28,160	20.7		3,195	1,569			483		803
SK Telecom China Co., Ltd.	6,150,000	100.0		7,340	6,927			6,927		9,212
ULand Co., Ltd.	14,100,100	70.1		17,511	8,936			12,564		8,257
SK Telecom USA Holdings, Inc.	1,000	100.0		123,214	103,751	(note c)		103,751		—
SK Telecom International, Inc.	1,099	100.0		17,467	25,957			25,957		21,995
SK USA, Inc.	49	49.0		3,184	3,353			3,353		3,184
Centurion IT Investment Association		37.5		3,000	3,635			3,635		3,205
1 st Music Investment Fund of SK-PVC		69.3		6,925	6,990			6,990		—
2 nd Music Investment Fund of SK-PVC		79.3		7,925	7,966			7,966		—
SK-KTB Music Investment Fund		74.3		14,850	14,999			14,999		—
IMM Cinema Fund		48.4		12,000	11,884			11,884		—
SK-QC Wireless Development Fund		—		—	—			—		5,145
SKT-HP Ventures, LLC.		50.0		6,415	5,272			5,272		5,284
Other investments in affiliates				13,083		(note e)		12,583		4,761
Total							W	925,904	W	826,246

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| (note a) | 4,542,000 shares of SKY Teletech Co., Ltd. (formerly SK
Teletech Co., Ltd.) were sold to Curitel Communications, Inc.
and the Company recorded a gain of W 175,488 million during
the 3 rd quarter of 2005. SKY Teletech Co., Ltd
was merged into Pantech Co., Ltd. during the 4 th quarter of 2005 and the Company’s ownership interest
decreased from 29.1% to 22.7%. In addition, the difference
between the Company’s portion of the merged company’s equity
and the carrying amount at the date of merger of W 269 million
was recorded as a loss on disposal of investment assets. |
| --- | --- |
| (note b) | The investment in common stock of WiderThan Co., Ltd. was
reclassified to equity securities accounted for using the
equity method during 2005. Although the Company’s ownership
in WiderThan Co., Ltd. is less than 20%, the Company
exercises significant influences on the selection of
directors and the investee has significant transactions with
the Company. |
| (note c) | In the first quarter of 2005, the Company incorporated SK
Telecom USA Holdings, Inc. with an initial investment of
US$83 million in order to invest in and manage Helio,
Inc., a joint venture company in the Untied States of
America, which was established in order to provide wireless
telecommunication services in the United States of America.
In addition, the Company invested an additional US$40
million in SK USA Holdings, Inc. during the 3 rd quarter of 2005 (See Note 23 (b)). |
| (note d) | In February 2005, the Company acquired 8,000,000 shares of
IHQ, Inc., an entertainment management company, for W 1,805
per share with an option to purchase an additional 5,000,000
shares at the previously agreed upon price during the period
from March 15, 2006 to April 30, 2006, in order to secure
high-quality content for the Company’s wireless internet
services. |
| (note e) | As allowed under Korean GAAP, investments in equity
securities of SK Telecom Europe Limited and certain others
were not accounted for using the equity method of accounting,
as changes in the Company’s portion of shareholders’ equity
of such investees were not expected to be material. |

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Details of the changes in investments in affiliates accounted for using the equity method for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	For the year ended December 31, 2005
	Beginning balance		Equity in earnings			Equity in capital			Other increase			Ending
	or acquisition cost		(losses)			adjustments			(decrease)			balance
Pantech Co., Ltd. (note a)	W	75,148	(W	19,404	)	(W	110	)	W	—		W	55,634
SK Capital Co., Ltd.		34,891		(523	)		3,133			—			37,501
SK Communications Co., Ltd (note a)		143,096		12,643			2,431			—			158,170
SK Telink Co., Ltd. (note a)		56,182		14,649			32			—			70,863
SK C&C Co., Ltd. (notes a and b)		201,353		17,501			(20,003	)		(600	)		198,251
SK Wyverns Baseball Club Co., Ltd.
(notes a and c)		—		(4,706	)		—			—			—
STIC Ventures Co., Ltd. (note a)		8,684		(1,135	)		759			—			8,308
Paxnet Co., Ltd. (note a)		25,244		2,128			—			—			27,372
Global Credit & Information Corp.		3,054		222			—			—			3,276
TU Media Corp. (note a)		60,219		(27,821	)		(5	)		—			32,393
Aircross Co., Ltd. (note a)		944		26			—			—			970
WiderThan Co., Ltd. (note a)		11,398		1,368			61			—			12,827
IHQ, Inc. (note a)		14,440		(560	)		55			—			13,935
Seoul Records, Inc. (note a)		27,874		(632	)		—			—			27,242
Harex Info Tech, Inc. (notes a and d)		3,375		(807	)		—			—			2,568
SLD Telecom PTE. Ltd. (note a)		64,588		(7,351	)		(1,879	)		—			55,358
Skytel Co., Ltd. (notes a and b)		3,633		1,355			69			(185	)		4,872
SK China Company, Ltd. (note a)		803		(261	)		(59	)		—			483
SK Telecom China Co., Ltd. (note a)		9,212		(2,055	)		(230	)		—			6,927
ULand Co., Ltd. (note a)		17,511		(4,545	)		(402	)		—			12,564
SK Telecom USA Holdings, Inc. (note a)		123,214		(20,885	)		1,422			—			103,751
SK Telecom International, Inc.(note a)		21,995		4,657			(695	)		—			25,957
SK USA, Inc. (notes a and d)		3,184		560			(391	)		—			3,353
Centurion IT investment Association		3,205		430			—			—			3,635
1 st Music Investment Fund of SK-PVC		6,925		65			—			—			6,990
2 nd Music Investment Fund of SK-PVC		7,925		41			—			—			7,966
SK-KTB Music Investment Fund		14,850		149			—			—			14,999
IMM Cinema Fund		12,000		(116	)		—			—			11,884
SKT-QC Wireless Development Fund
(note e)		5,145		1			—			(5,146	)		—
SKT-HP Ventures, LLC		5,284		148			(160	)		—			5,272
Total	W	965,376	(W	34,858	)	(W	15,972	)	(W	5,931	)	W	913,321

(note a) Investments were recorded using the equity method of accounting based on unaudited and unreviewed financial statements as of and for the year ended December 31, 2005. In order to verify the reliability of such unaudited and unreviewed financial statements, the Company has performed the following procedures and found no significant errors :

| i) | obtained the signature from the chief executive officer of the equity method investee
asserting that the unaudited and unreviewed financial statements are accurate |
| --- | --- |
| ii) | checked whether the major transactions identified by the Company, including public
disclosures, were appropriately reflected in the unaudited and unreviewed financial
statements |
| iii) | performed an analytical review on the unaudited and unreviewed financial statements |

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| (note b) | The Company received dividends from SK C&C Co., Ltd. and Skytel
Co., Ltd. The corresponding amount was deducted from the
carrying amount of equity method securities. |
| --- | --- |
| (note c) | In accordance with SKAS No.15, which requires the Company to
provide for additional losses beyond the value of the equity
method investment to the extent that the Company has other
investment assets related to the equity method investee, the
Company recorded additional losses of W 4,706 million for the year
ended December 31, 2005 in connection with long-term loans to SK
Wyverns Baseball Club Co., Ltd. However, as of December 31,
2005, equity in losses of affiliates, net of additional losses
discussed above, related to the investee totaling W 429 million
was not recognized due to the discontinuance of applying the
equity method of accounting for the Company’s investment in SK
Wyberns Baseball Club Co., Ltd. |
| (note d) | Effective January 1, 2005, the Company recorded its investments
in SK USA Inc. and Harex Info Tech, Inc. using the equity method
of accounting as changes in the Company’s portion of such
investees’ equity amounts resulting from applying the equity
method of accounting is material. |
| (note e) | Investment was fully liquidated due to dissolution of SKT-QC
Wireless Development Fund during the year ended December 31,
2005. |

	For the year ended December 31, 2004
	Beginning balance		Equity in earnings		Equity in capital		Other increase
	or acquisition cost		(losses)		adjustments		(decrease)			Ending balance
SK Teletech Co., Ltd. (note a)	W	159,275	W	32,788	W	—	(W	1,167	)	W	190,896
SK Capital Co., Ltd.		45,865		(11,515	)	541		—			34,891
SK Communications Co., Ltd		127,486		11,961		3,649		—			143,096
SK Telink Co., Ltd.		43,452		12,724		6		—			56,182
SK C&C Co., Ltd. (note a)		93,433		14,563		93,957		(600	)		201,353
STIC Ventures Co., Ltd.		7,098		151		72		—			7,321
Paxnet Co., Ltd.		25,712		(515	)	47		—			25,244
VCASH Co., Ltd. (note b)		943		(600	)	—		(343	)		—
Global Credit & Information Corp.		2,773		281		—		—			3,054
WiderThan Co., Ltd.		3,166		49		(27	)	(3,188	)		—
TU Media Corp.		39,000		(4,732	)	339		—			34,607
Aircross Co., Ltd.		300		663		(19	)	—			944
Harex Info Tech, Inc.		3,375		—		—		—			3,375
SLD Telecom PTE. Ltd.		78,131		(11,064	)	(7,263	)	—			59,804
Skytel Co., Ltd. (note a)		3,053		1,177		(421	)	(176	)		3,633
SK China Company, Ltd.		2,187		(1,198	)	(186	)	—			803
SK Telecom China Co., Ltd.		7,340		2,886		(1,014	)	—			9,212
ULand Co., Ltd		8,257		—		—		—			8,257
SK Telecom International, Inc.		18,963		6,037		(3,005	)	—			21,995
SK USA, Inc.		3,184		—		—		—			3,184
Centurion IT investment Association		3,125		80		—		—			3,205
SKT-QC Wireless Development Fund		5,906		(2	)	(759	)	—			5,145
SKT-HP Ventures, LLC		5,964		91		(771	)	—			5,284
	W	687,988	W	53,825	W	85,146	(W	5,474	)	W	821,485

| (note a) | The Company received dividends from SK Teletech Co., Ltd., SK
C&C Co., Ltd. and Skytel Co., Ltd. and the corresponding
amount was deducted from its equity method securities. |
| --- | --- |
| (note b) | The investments in common stock of VCASH Co., Ltd. were sold
to Korea Railway Transportation Promotion Foundation in 2004. |

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Details of changes in the differences between the acquisition cost and net asset value of equity method investees at the acquisition date for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	For the year ended December 31, 2005
	Beginning		Increase/						Ending
	balance		(Decrease)			Amortization			balance
Pantech Co., Ltd.	W	3,286	( W	2,381	)	( W	112	)	W	793
SK Communications Co., Ltd.		24,623		—			(809	)		23,814
SK C&C Co., Ltd.		5,276		—			(406	)		4,870
Paxnet Co., Ltd.		19,310		—			(1,073	)		18,237
Global Credit & Information Corp.		670		—			(42	)		628
TU Media Corp.		—		1,045			(52	)		993
IHQ, Inc.		—		7,377			(1,110	)		6,267
Seoul Records, Inc.		—		4,078			(408	)		3,670
Harex Info Tech, Inc.		—		1,752			(350	)		1,402
SLD Telecom PTE. Ltd.		428		—			(22	)		406
ULand Co., Ltd.		—		3,922			(294	)		3,628
Total	W	53,593	W	15,793		( W	4,678	)	W	64,708

	For the year ended December 31, 2004
	Beginning							Ending
	balance		Increase		Amortization			balance
SK Teletech Co., Ltd.	W	—	W	3,414	( W	128	)	W	3,286
SK Communications Co., Ltd.		21,799		3,176		(352	)		24,623
SK C&C Co., Ltd.		5,682		—		(406	)		5,276
Paxnet Co., Ltd.		20,383		—		(1,073	)		19,310
Global Credit & Information Corp.		712		—		(42	)		670
SLD Telecom PTE. Ltd.		—		433		(5	)		428
Total	W	48,576	W	7,023	( W	2,006	)	W	53,593

Details of changes in unrealized intercompany gains incurred from sales of assets for the year ended December 31, 2005 are as follows (in millions of Korean won) :

	For the year ended December 31, 2005
	Beginning							Ending
	balance		Increase		Decrease			balance
SK Communications Co., Ltd.	W	—	W	4,459	( W	443	)	W	(4,016
SK China Company Ltd.		1,206		—		(120	)		1,086
Total	W	1,206	W	4,459	( W	563	)	W	5,102

Details of market price of the equity securities accounted for using the equity method as of December 31, 2005 are as follows (in millions of Korean won, except for market price per share) :

per share	Shares owned by the
(in Korean won)	Company	Market price
Pantech Co., Ltd	5,900	25,570,306	150,865
WiderThan Co., Ltd.	15,408	2,000,000	30,816
IHQ, Inc.	9,220	8,000,000	73,760
Seoul Records, Inc.	5,480	9,582,321	52,511

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The condensed financial information of the investees as of and for the year ended December 31, 2005 are as follows (in millions of Korean won) :

	Total		Total				Net
	Assets		Liabilities		Revenue		Income (loss)
Pantech Co., Ltd	W	896,943	W	652,831	W	655,089	W	(20,275	)
SK Capital Co., Ltd.		37,508		7		—		(523	)
SK Communications Co., Ltd.		206,583		49,646		151,326		12,826
SK Telink Co., Ltd.		131,012		52,739		155,051		16,369
SK C&C Co., Ltd.		1,250,918		884,167		1,002,668		61,811
SK Wyverns Baseball Club Co., Ltd.		4,312		9,447		21,077		(1,231	)
STIC Ventures Co., Ltd.		56,970		19,008		11,503		(3,672	)
Paxnet Co., Ltd.		20,162		5,965		40,331		4,771
Global Credit & Information Corp.		9,851		4,555		37,597		529
TU Media Corp.		393,959		287,810		21,550		(96,316	)
Aircross Co., Ltd.		12,682		10,137		16,281		78
WiderThan Co., Ltd.		176,448		49,464		103,875		7,776
IHQ, Inc.		67,638		30,388		50,198		4,553
Seoul Records, Inc.		46,239		6,952		24,136		(3,441	)
Harex Info Tech, Inc.		5,971		461		1,071		(2,156	)
SLD Telecom PTE. Ltd.		100,882		1,087		—		(13,617	)
Skytel Co., Ltd.		23,418		6,545		12,228		4,434
SK China Company Ltd.		8,090		514		1,849		(1,429	)
SK Telecom China Co., Ltd.		10,701		3,774		9,315		(2,232	)
ULand Co., Ltd.		14,740		2,001		4,668		(5,455	)
SK Telecom USA Holdings, Inc.		113,335		9,584		—		(20,885	)
SK Telecom International, Inc.		27,384		1,427		13,404		4,707
SK USA, Inc.		8,320		1,477		8,312		799
Centurion IT Investment Association		9,693		—		1,962		1,886
1 st Music Investment Fund of SK-PVC		10,113		20		124		93
2 nd Music Investment Fund of SK-PVC		10,061		8		69		52
SK-KTB Music Investment Fund		20,270		51		280		201
IMM Cinema Fund		24,567		6		174		(239	)
SKT-HP Ventures, LLC.		10,548		5		305		297

5. LOANS TO EMPLOYEES

Short-term and long-term loans to employees as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	2005 — Short-term		Long-term		Total		2004
Loans to employees’ stock ownership association	W	3,249	W	11,337	W	14,586	W	22,546
Loans to employees for housing and other		93		340		433		612
Total	W	3,342	W	11,677	W	15,019	W	23,158

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6. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

(years)		December 31, 2005		December 31,2004
Land	—	W	461,513	W	463,656
Buildings and structures	30,15		1,477,838		1,441,937
Machinery	6		10,376,529		9,452,751
Vehicles	4		20,442		20,268
Other	4		807,534		721,032
Construction in progress	—		264,309		138,002
			13,408,165		12,237,646
Less accumulated depreciation			(8,812,282	)	(7,632,393	)
Property and equipment, net		W	4,595,883	W	4,605,253

The standard value of land declared by the government as of December 31, 2005 and 2004 are W 412,829 million and W 401,771 million, respectively.

Details of change in property and equipment for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	For the year ended December 31, 2005
	Beginning													Ending
	balance		Acquisition		Disposal			Transfer			Depreciation			balance
Land	W	463,656	W	723	( W	4,698	)	W	1,832		W	—		W	461,513
Buildings and structures		1,163,069		12,255		(8,095	)		33,425			(55,157	)		1,145,497
Machinery		2,585,118		34,334		(18,924	)		992,283			(1,163,247	)		2,429,564
Vehicles		4,030		982		(116	)		130			(2,240	)		2,786
Other		251,377		754,542		(3,294	)		(626,161	)		(84,250	)		292,214
Construction in progress		138,003		580,309		—			(454,003	)		—			264,309
Total	W	4,605,253	W	1,383,145	( W	35,127	)	( W	52,494	)	( W	1,304,894	)	W	4,595,883

	For the year ended December 31, 2004
	Beginning													Ending
	balance		Acquisition		Disposal			Transfer			Depreciation			balance
Land	W	446,574	W	3,394	( W	2,684	)	W	16,372		W	—		W	463,656
Buildings and structures		840,237		7,239		(7,849	)		366,296			(42,854	)		1,163,069
Machinery		2,625,306		67,408		(7,659	)		1,143,443			(1,243,380	)		2,585,118
Vehicles		3,836		2,957		(333	)		695			(3,125	)		4,030
Other		326,109		720,431		(5,267	)		(697,118	)		(92,778	)		251,377
Construction in progress		309,564		768,573		(756	)		(939,378	)		—			138,003
Total	W	4,551,626	W	1,570,002	( W	24,548	)	( W	109,690	)	( W	1,382,137	)	W	4,605,253

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7. INTANGIBLE ASSETS

Intangible assets as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	December 31, 2005							December 31, 2004
	Acquisition		Accumulated			Carrying		Carrying
	cost		amortization			amounts		amounts
Goodwill	W	2,335,532	( W	514,648	)	W	1,820,884	W	1,949,546
Frequency use rights		1,384,433		(200,141	)		1,184,292		1,163,319
Software development costs		221,913		(160,657	)		61,256		100,579
Computer software		489,807		(210,050	)		279,757		190,745
Other		103,974		(63,616	)		40,358		44,430
	W	4,535,659	( W	1,149,111	)	W	3,386,547	W	3,448,619

Details of changes in intangible assets for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	For the year ended December 31, 2005
	Beginning
	balance		Increase		Decrease			Transfer		Amortization			Ending balance
Goodwill	W	1,949,546	W	—	W	—		W	—	( W	128,662	)	W	1,820,884
Frequency use rights		1,163,319		117,380		—			—		(96,407	)		1,184,292
Software development costs		100,579		635		—			—		(39,958	)		61,256
Computer software		190,745		68,252		(3	)		77,645		(56,881	)		279,758
Other		44,430		2,409		(289	)		1,259		(7,452	)		40,357
	W	3,448,619	W	188,676	( W	292	)	W	78,904	( W	329,360	)	W	3,386,547

	For the year ended December 31, 2004
	Beginning
	balance		Increase		Decrease			Transfer		Amortization			Ending balance
Goodwill	W	2,078,208	W	—	W	—		W	—	( W	128,662	)	W	1,949,546
Frequency use rights		1,251,278		—		—			7,800		(95,759	)		1,163,319
Software development costs		133,833		3,431		(3,094	)		10,545		(44,136	)		100,579
Computer software		88,857		50,827		(650	)		92,801		(41,091	)		190,744
Other		48,092		3,369		(142	)		858		(17,746	)		44,431
	W	3,600,268	W	57,627	( W	3,886	)	W	112,004	( W	317,394	)	W	3,448,619

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The book value as of December 31, 2005 and residual useful lives of major intangible assets are as follows (in millions of Korean won) :

| Goodwill | 1,820,884 | Description — Goodwill related to acquisition
of Shinsegi Telecomm, Inc. | Residual useful lives — 14 years and 3 months |
| --- | --- | --- | --- |
| IMT license | 1,059,871 | Frequency use rights relating to
W-CDMA Service | (note a) |
| WiBro license | 117,000 | WiBro Service | (note b) |
| DMB license | 7,421 | DMB Service | 10 years and 6 months |
| Software development costs | 61,255 | Software for business use | 1 ~ 5 years |

| (note a) | Amortization of the IMT license commenced when the Company started its commercial
IMT 2000 service in December 2003, using the straight-line method over the estimated useful
life (13 years) of the IMT license which expires in December 2016. |
| --- | --- |
| (note b) | The Company purchased the WiBro license from MIC on March 20, 2005. The license
period is seven years from that date. Amortization of the WiBro license will be on a
straight line basis over the remaining useful life from the commencement date of the
Company’s commercial WiBro services. |

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8. BONDS PAYABLE

Bonds payable as of December 31, 2005 and December 31, 2004 are as follows (in millions of Korean won and thousands of U.S. dollars) :

Maturity year	rate (%)		December 31, — 2005		2004
Domestic general bonds	2005	6.0	W	—	W	500,000
”	2006	5.0 — 6.0		800,000		800,000
”	2007	5.0 — 6.0		700,000		700,000
”	2008	5.0		300,000		300,000
”	2009	5.0		300,000		300,000
”	2010	4.0		200,000		—
”	2011	3.0		200,000		200,000
Dollar denominated bonds
(US$300,000)	2011	4.25		303,900		313,140
Convertible bonds (US$329,450)	2009	—		385,885		385,885
Total				3,189,785		3,499,025
Less discounts on bonds				(40,016	)	(51,467	)
Less conversion right adjustments				(65,219	)	(82,245	)
Add long-term accrued interest				24,808		24,808
Net				3,109,358		3,390,121
Less portion due within one year				(795,150	)	(498,278	)
Long-term portion			W	2,314,208	W	2,891,843

All of the above bonds will be paid in full at maturity.

On May 27, 2004, the Company issued zero coupon convertible bonds with a maturity of five years in the principal amount of US$329,450,000 for US$324,923,469, with an initial conversion price of W 235,625 per share of the Company’s common stock which was greater than market value at the date of issuance. Subsequently, the initial conversion price was changed to W 225,518 per share in accordance with antidilution protection. The Company may redeem their principal amount after 3 years from the issuance date if the market price exceeds 130% of the conversion price during a predetermined period. On the other hand, the bond holders may redeem their notes at 103.81% of the principal amount on May 27, 2007 (3 years from the issuance date). The conversion right may be exercised during the period from July 7, 2004 to May 13, 2009 and the number of common shares to be converted as of December 31, 2005 is 1,718,700 shares. Conversion of notes to common shares may be prohibited under the Telecommunications Law or other legal restrictions which restrains foreign governments, individuals and entities from owning more than 49% of the Company’s voting stock, if this 49% ownership limitation is violated due to the exercise of conversion rights. In this case, the Company will pay a bond holder a cash settlement determined at the average price of one day after a holder exercises its conversion right or the weighted average price for the following five business days. The Company intends to sell treasury shares held in trust by the Company that corresponds to the number of shares of common stock that would have been delivered in the absence of the 49% foreign shareholding restrictions. The Company entered into an agreement with Credit Suisse First Boston International to reduce the effect of fluctuation with respect to cash settlement payments that may be more or less than the proceeds from sales of treasury shares held in trust. Unless either previously redeemed or converted, the notes are redeemable at 106.43% of the principal amount at maturity.

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9. SUBSCRIPTION DEPOSITS

The Company receives subscription deposits from customers of cellular services at the subscription date. The Company has no obligation to pay interest on subscription deposits but is required to return them to subscribers upon termination of the subscription contract.

Long-term subscription deposits held as of December 31, 2005 and 2004 are as follows (in millions of Korean won except deposit per subscriber amounts) :

Service type	Deposit — per subscriber		2005		2004
Cellular	W	200,000	W	23,770	W	31,440

The Company offers existing and new cellular subscribers the option of obtaining credit insurance from Seoul Guarantee Insurance Company (“SGIC”) in lieu of the subscription deposits. Existing subscribers who elect this option are refunded their subscription deposits. As a result, the balance of subscription deposits has been decreasing.

10. LEASES

As the Company merged with Shinsegi Telecomm, Inc. (“Shinsegi”) in January 2002, certain capital leases made by Shinsegi were transferred to the Company. Depreciation expense related to such capital leases for the years ended December 31, 2005 and 2004 was nil and W 37 million, respectively. For the year ended December 31, 2004, all capital leases transferred from Shinsegi were terminated and the Company acquired the related leased machinery free of charge.

In addition, the Company acquired certain computer equipment and software from SK C&C Co., Ltd. and succeeded certain capital lease agreements between SK C&C Co., Ltd. and HP Financial Service. Details of capital lease assets and liabilities acquired from SK C&C Co., Ltd. for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Acquisition cost	Office equipment	2005 — W	16,919	2004 — W	—
	Computer software		7,625		—
		W	24,544	W	—
Accumulated depreciation	Office equipment	W	744	W	—
	Computer software		127		—
		W	871	W	—
Carrying amounts	Office equipment	W	16,175	W	—
	Computer software		7,498		—
		W	23,673	W	—
Depreciation expenses	Office equipment	W	744	W	—
	Computer software		127		—
		W	871	W	—

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The Company’s minimum future lease payments as of December 31, 2005 are as follows (in millions of Korean won) :

2006	Annual lease payments — W	15,328	Interest — W	989	Principal — W	14,339
2007		8,846		353		8,495
2008		1,734		24		1,710
Total	W	25,908	W	1,365		24,544
Less portion due within one year						(14,340	)
Capital lease liabilities					W	10,204

As the Company merged with Shinsegi, certain operating lease made by Shinsegi was transferred to the Company and the related lease expense for the year ended December 31, 2005 and 2004 was nil and W 261 million, respectively, as the operating lease was terminated in 2004.

11. MONETARY ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The details of monetary assets and liabilities denominated in foreign currencies (except for bonds payable denominated in foreign currencies described in Note 8) as of December 31, 2005 and 2004 are as follows (in millions of Korean won, thousands of U.S. dollars, thousands of HK dollars, thousands of Japanese yen, thousands of Great Britain pounds, thousands of Chinese yuan, thousands of Singapore dollars, thousands of Swiss Franc and thousands of Euros) :

	2005 — Foreign		Korean won		2004 — Foreign		Korean won
	currencies		equivalent		currencies		equivalent
Cash and cash equivalents	US$	4,175	W	4,229	US$	3,851	W	4,020
	EUR	3		3		—		—
Accounts receivable — trade	US$	9,390		9,512	US$	2,163		2,257
”	EUR	248		298		—		—
Accounts receivable — other	US$	3,364		3,408	US$	2,930		3,058
Guarantee deposits	JPY	16,156		139	JPY	15,756		160
”		—		—	US$	142		149
			W	17,589			W	9,644
Accounts payable	US$	15,633		15,836	US$	5,158		5,384
”	JPY	8,498		73	JPY	38,618		391
”	HK$	254		33	HK$	217		29
”	GBP	453		792	GBP	67		135
”	SG$	22		13	SG$	5		3
”	EUR	504		604	EUR	119		169
”	CHF	19		15		—		—
”		—		—	CNY	1		1
			W	17,366			W	6,112

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12.
The Company’s capital stock consists entirely of common stock with a par value of W 500. The number of authorized and issued shares as of December
31, 2005 and 2004 are as follows :

Authorized shares	220,000,000	220,000,000
Issued shares	82,276,711	82,276,711

Significant changes in capital stock and capital surplus during the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

issued		Capital stock		Capital surplus
At January 1, 2004	82,276,711	W	44,639	W	2,915,964
Excess unallocated purchase price (note a)	—		—		(77	)
Consideration for conversion rights (note b)	—		—		67,279
At December 31, 2004	82,276,711		44,639		2,983,166
Deferred tax liabilities deducted from capital
surplus (note c)	—		—		(18,501	)
Transferred from stock option in
capital adjustment (note d)	—		—		1,533
December 31, 2005	82,276,711	W	44,639	W	2,966,198

| (note a) | During the year ended December 31, 2004, the Company paid W 77 million to certain former
shareholders of Shinsegi Telecomm, Inc. in accordance with the
ruling of the court and deducted it from capital surplus in
accordance with Korean GAAP. |
| --- | --- |
| (note b) | The Company issued zero coupon convertible bonds in the principal
amount of US$329,450,000 at US$324,923,469 with an initial
conversion price of W 235,625 per share of the
Company’s common stock on May 27, 2004 and the consideration for
conversion right of W 67,279 million
was added to capital surplus in accordance with Korean GAAP (See
Note 2 (i)). |
| (note c) | The tax effects of consideration for conversion rights, which
resulted in temporary differences, was deducted directly from
related components of stockholders’ equity, pursuant to adoption
of SKAS No. 16 for the year ended December 31, 2005. |
| (note d) | During the year ended December 31, 2005, the exercisable period
for the stock options representing 17,800 shares, of which
recognized compensation costs was W 1,533 million, expired and
the related stock options of W 1,533 million in capital
adjustments were transferred to capital surplus in accordance
with Korean GAAP (See Note 2 (n)). |

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13.
Retained earnings as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Appropriated	2005 — W	5,470,701	2004 — W	4,733,936
Unappropriated		1,799,160		1,422,772
	W	7,269,860	W	6,156,708

The details of appropriated retained earnings as of December 31, 2005 and December 31, 2004 are as follows (in millions of Korean won) :

Legal reserve	2005 — W	22,320	2004 — W	22,320
Reserve for improvement of financial structure		33,000		33,000
Reserve for loss on disposal of treasury stock		477,182		477,182
Reserve for research and manpower development		822,061		776,296
Reserve for business expansion		4,116,138		3,425,138
Total	W	5,470,701	W	4,733,936

a.	Legal Reserve
	The Korean Commercial Code requires the Company to appropriate as a legal reserve at least
10% of cash dividends for each accounting period until the reserve equals 50% of outstanding
capital stock. The legal reserve may not be utilized for cash dividends, but may only be
used to offset a future deficit, if any, or may be transferred to capital stock.
b.	Reserve for Improvement of Financial Structure
	The Financial Control Regulation for listed companies in Korea requires that at least 10% of
net income (net of accumulated deficit), and an amount equal to net gain (net of related
income taxes, if any) on the disposal of property and equipment be appropriated as a reserve
for improvement of financial structure until the ratio of stockholders’ equity to total
assets reaches 30%. The reserve for improvement of financial structure may not be utilized
for cash dividends, but may only be used to offset a future deficit, if any, or may be
transferred to capital stock.
c.	Reserves for Loss on Disposal of Treasury Stock and Research and Manpower Development
	Reserves for loss on disposal of treasury stock and research and manpower development were
appropriated in order to recognize certain tax deductible benefits through the early
recognition of future expenditures for tax purposes. These reserves will be unappropriated
from appropriated retained earnings in accordance with the relevant tax laws. Such
unappropriation will be included in taxable income in the year of unappropriation.

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14.	TREASURY STOCK
	Upon the issuances of stock dividends and new common stock and the merger with Shinsegi
Telecomm, Inc. and SK IMT Co., Ltd., the Company acquired fractional shares totaling 77,970
shares for W 6,110 million through 2004. In addition, the Company
acquired 7,452,810 shares of treasury stock in the market or through the trust funds for W 1,771,507 million through 2004 in order to stabilize the market
price of its stock.
	Under the Mutual Agreement on Stock Exchange between the Company and KT Corporation, on
December 30, 2002 and January 10, 2003, the Company acquired 8,266,923 shares of the Company’s
common stock from KT Corporation for W 1,853,643 million.
	On January 13, 2002, the Company merged with Shinsegi Telecomm, Inc. and distributed 2,677,653
shares of treasury stock to minority shareholders of Shinsegi Telecomm, Inc., of which the cost
was W 584,646 million.
	On January 6, 2003, the Company retired 4,457,635 shares of treasury stock that were purchased
from KT Corporation as mentioned above in accordance with a resolution of the board of
directors dated December 26, 2002 and reduced unappropriated retained earnings by W 1,008,882 million including the tax effect of W 9,373 million, in accordance with the Korean Commercial Laws.
	On June 30, 2003, in accordance with a resolution of the board of directors dated June 24,
2003, the Company announced a stock repurchase program to acquire 2,544,600 shares of common
stock in the market in order to enhance stockholders’ interest and to stabilize the stock
price. Pursuant to the program, the Company acquired a total of 2,544,600 shares of Company’s
outstanding common stock for W 525,174 million during the period
from June 30, 2003 to August 11, 2003 and retired such treasury shares on August 20, 2003,
which reduced the unappropriated retained earnings by W 537,138
million including the tax effect of W 11,964 million, in accordance
with Korean Commercial Laws.
15.	STOCK OPTIONS
	On March 17, 2000, March 16, 2001 and March 8, 2002, in accordance with the approval of its
stockholders or its board of directors, the Company granted stock options to its management,
representing 17,800 shares at an exercise price of W 424,000 per
share, 43,820 shares at an exercise price of W 211,000 per share
and 65,730 shares at an exercise price of W 267,000 per share.
The stock options will become exercisable after three years from the date of grant and shall be
exercisable for two years from the first exercisable date. Upon exercise of stock options, the
Company will issue its common stock. If the employees leave the Company within three years
after the grant of stock options, such employees forfeit their unvested stock options awarded.
During the year ended December 31, 2004, stock options representing 530 shares, of which total
compensation cost was W 3 million, were forfeited.

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The value of stock options granted is determined using the Black-Scholes option-pricing model, without considering the volatility factor in estimating the value of its stock options, as permitted under Korean GAAP. The following assumptions are used to estimate the fair value of options granted in 2000, 2001 and 2002; risk-free interest rate of 9.1% for 2000, 5.9% for 2001 and 6.2% for 2002; expected life of three years for 2000, 2001 and 2002; expected dividend of W 500 per share for 2000, 2001 and 2002. Under these assumptions, total compensation cost, the recognized compensation cost (included in labor cost) for the years ended December 31, 2005 and 2004 and the outstanding balance of stock option in capital adjustment as of December 31, 2005 and 2004 are as follows (in millions of Korean won) :

	Total		Recognized				Stock option in
	compensation		compensation cost				capital adjustment
Grant date	cost		2005		2004		2005		2004
March 17, 2000 (note)	W	1,533	W	—	W	—	W	—	W	1,533
March 16, 2001		234		—		10		234		234
March 8, 2002		3,246		180		1,082		3,246		3,066
	W	5,013	W	180	W	1,092	W	3,480	W	4,833

(note) During the year ended December 31, 2005, the exercisable period expired for stock options representing 17,800 shares, for which the Company had recognized compensation cost of W 1,533 million. The related capital adjustment of W 1,533 million was transferred to capital surplus. Therefore, stock options in capital adjustments as of December 31, 2005 are nil, and there is no compensation cost to be recognized for periods after December 31, 2005.

The pro forma net income and net income per common share, if the Company had not excluded the volatility factor (expected volatility of 66.8% for options granted in 2000, 67.5% for options granted in 2001 and 63.0% for options granted in 2002) in estimating the value of its stock options, for years ended December 31, 2005, 2004 and 2003 are as follows :

| Pro forma ordinary income before income taxes
(in millions of Korean won) | 2,554,315 | 2,114,841 | 2,711,080 |
| --- | --- | --- | --- |
| Pro forma net income (in millions of Korean won) | 1,871,082 | 1,492,914 | 1,939,636 |
| Pro forma net income and ordinary income per common
share (in Korean won) | 25,417 | 20,280 | 25,835 |

1. INCOME TAXES

a.
Income tax expense for the years ended December 31, 2005 and 2004 consist of the following
(in millions of Korean won) :

Current	2005 — W	678,722	2004 — W	540,129
Changes in net deferred tax liabilities (note a)		4,511		80,797
Income tax expenses	W	683,233	W	620,926

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(note a) Changes in net deferred tax liabilities for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Ending balance of net deferred tax liabilities	2005 — W	348,563	W	323,096
Beginning balance of net deferred tax liabilities		(323,096	)	(242,057	)
Adjustment to the beginning net deferred income
tax liabilities based on tax return filed		8,536		(242	)
Tax effect of temporary differences charged
or credited directly to related components of
stockholders’ equity		(29,492	)	—
	W	4,511	W	80,797

b.
Reconciling items between accounting income and taxable income for the years ended December
31, 2005 and 2004 are as follows (in millions of Korean won) :

(Temporary Differences)	2005
Additions :
Allowance for doubtful accounts	W	142,420	W	59,622
Accrued interest income		8,823		5,978
Reserves for research and manpower development		131.467		84,235
Equity in losses of affiliates		94,821		—
Foreign currency translation gain		—		2,802
Depreciation		14,826		12,073
Loss on impairment of long-term investment securities		1,793		32,074
Loss on impairment of other assets		7,461		21,070
Loss on valuation of derivative instruments		—		15,789
Accrued severance indemnities		24,879		19,636
Deposits for severance indemnities		12,552		10,540
Consideration of conversion right		17,027		—
Other		76,180		57,719
Sub-total		532,249		321,538
Deductions:
Reserves for research and manpower development		(190,000	)	(130,000	)
Allowance for doubtful accounts		(59,612	)	(67,482	)
Depreciation		(80,359	)	(183,861	)
Accrued interest income		(8,331	)	(7,797	)
Foreign currency translation loss		—		(5,617	)
Equity in earnings of affiliates		(9,387	)	(53,825	)
Loss on impairment of other assets		(21,070	)	(22,459	)
Loss on impairment of long-term investment securities		—		(20,342	)
Gain on valuation of derivative instruments		(2,545	)	—
Accrued severance indemnities		(12,552	)	(19,636	)
Deposits for severance indemnities		(24,879	)	(10,540	)
Other		(110,143	)	(88,358	)
Sub-total		(518,878	)	(609,917	)
Total Temporary Differences		13,371		(288,379	)
(Permanent Differences)		211,489		200,043
Total	W	244,860	W	(88,336	)

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| c. |
| --- |
| Changes in cumulative temporary differences for the years ended December 31, 2005 and 2004
and deferred tax assets (liabilities) as of December 31, 2005 and 2004 are as follows (in
millions of Korean won) : |
| For the year ended December 31, 2005 |

		January 1,			Increase					December 31,
Description		2005			(note b)		(note b)			2005
Current :
Allowance for doubtful accounts		W	59,622		W	122,551	W	59,612		W	122,561
Accrued interest income			(7,796	)		(558	)	(4,423	)		(3,931	)
Other			235,000			42,010		25,495			251,515
Total			286,826		W	164,003	W	80,684			370,145
Temporary differences unlikely to be realized (note a)			(128,555	)		(19,219	)	—			(147,774	)
Total current cumulative temporary differences-net		W	158,271			144,784		80,684		W	222,371
Current deferred tax assets-net (note c)		W	43,525							W	61,152
Non-current :
Property and equipment			(127,822	)		(61,386	)	7,238			(196,446	)
Loss on impairment of long-term investment securities			106,752			1,393		—			108,145
Loss on impairment of other long-term assets			21,070			7,461		21,070			7,461
Reserves for research and manpower development			(709,467	)		(190,000	)	(131,467	)		(768,000	)
Reserves for loss on disposal of treasury stock			(474,081	)		—		—			(474,081	)
Equity in (earnings) losses of affiliates			(89,441	)		166,434		—			76,993
Equity in capital adjustment of affiliates			—			(109,468	)	—			(109,468	)
Unrealized loss on valuation of long-term
investment securities			—			58,116		—			58,116
Accrued severance indemnities			139,524			21,493		12,552			148,465
Deposits for severance indemnities			(139,524	)		(21,493	)	(12,552	)		(148,465	)
Loss on valuation of derivative instruments			15,789			—		2,545			13,244
Loss on valuation of derivative instruments-capital adjustment			—			19,554		—			19,554
Considerations for conversion right			—			(67,279	)	—			(67,279	)
Other			(75,966	)		186,801		131,886			(21,051	)
Total			(1,333,166	)	W	11,626	W	31,272			(1,352,812	)
Temporary differences unlikely to be realized (note a)			—			(137,061	)	—			(137,061	)
Total non-current cumulative temporary differences-net	(	W	1,333,166	)		(125,435	)	31,272	(	W	1,489,873	)
Total non-current deferred tax liabilities-net (note c)	(	W	323,096	)					(	W	409,715	)

| (note a) | Through 2004, the tax effects of temporary differences, which are unlikely to be
realized, and temporary differences directly adjusted to capital surplus or capital
adjustments, such as net unrealized loss on valuation of long-term investment securities,
were excluded in determining the net deferred tax assets or liabilities. However,
effective January 1, 2005, pursuant to adoption of SKAS No. 16, “Income Taxes”, temporary
differences are presented on a gross basis, including temporary differences which are
unlikely to be realized. In addition, tax effects of temporary differences related to
adjustments made directly to capital surplus or capital adjustments are included in
determining the net deferred tax assets or liabilities. |
| --- | --- |
| (note b) | These changes include adjustment to reflect the change in accumulated temporary
differences based on the prior year tax return. |
| (note c) | Effective January 1, 2005, pursuant to adoption of SAKS No. 16 deferred tax
assets and liabilities are separated into current and non-current amounts based on the
classification of related assets or liabilities for financial reporting purpose. The tax
rate used in measuring deferred tax assets and liabilities is 27.5%. |

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For the year ended December 31, 2004

		January 1,				Increase			Decrease			December 31,
Description		2004				(note b)			(note b)			2004
Property and equipment		W	41,373		(	W	159,764	)	W	9,431	(	W	127,822	)
Allowance for doubtful accounts			66,833				60,271			67,482			59,622
Loss on impairment of investment securities			95,269				32,074			20,591			106,752
Foreign currency translation loss			5,617				—			5,617			—
Foreign currency translation gain			(2,802	)			—			(2,802	)		—
Reserves for research and manpower
development			(663,702	)			(130,000	)		(84,235	)		(709,467	)
Reserves for loss on disposal of treasury stock			(474,081	)			—			—			(474,081	)
Accrued interest income			(5,978	)			(7,797	)		(5,978	)		(7,797	)
Equity in earnings of affiliates			(35,616	)			(53,825	)		—			(89,441	)
Loss on impairment of other assets			22,459				21,070			22,459			21,070
Accrued severance indemnities			148,963				19,636			29,075			139,524
Deposits for severance indemnities			(139,054	)			(19,636	)		(19,166	)		(139,524	)
Loss on valuation of currency swap			—				15,789			—			15,789
Other			57,547				34,788			61,854			30,481
Total temporary differences	(	W	883,172	)	(	W	187,394	)	W	104,328	(	W	1,174,894	)
Deferred tax liabilities-net (note a)	(	W	242,057	)							(	W	323,096	)

| (note a) | The tax effects of temporary differences which are not realizable and the net
unrealized loss on valuation of long-term investment securities are excluded in
determining the above net deferred tax liabilities. |
| --- | --- |
| (note b) | These changes include adjustment to reflect the change in accumulated temporary
differences based on the prior year tax return. |

Deferred tax assets and liabilities before offsetting each other are as follows (in millions of Korean won) :

Deferred tax assets		2005 — W	192,044			2004 — W	166,895
Deferred tax liabilities			(540,607	)			(489,991	)
Deferred tax assets (liabilities), net	(	W	348,563	)	(	W	323,096	)
Current, net		W	61,152			W	—
Non-current, net	(	W	409,715	)	(	W	323,096	)

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d.
Deferred tax assets (liabilities) added to (deducted from) capital surplus or capital
adjustments as of December 31, 2005 are as follows (in millions of Korean won) :

Considerations for conversion right	(W	18,502	)
Unrealized loss on valuation of long-term investment securities		15,982
Equity in capital adjustment of affiliates, net		(32,349	)
Loss on valuation of currency swap		5,377
Total	(W	29,492	)

e.
Effective tax rates for the years ended December 31, 2005 and 2004 are as follows (in
millions of Korean won) :

Income before income tax expenses	2,554,613	2,115,778
Income tax expenses	683,233	620,926
Effective tax rate	26.75 %	29.35 %

f.
Income taxes payable and prepaid income taxes as of December 31, 2005 and 2004 are as
follows (in millions of Korean won) :

Prepaid income taxes	2005 — (W	312,143	2004 — (W	272,332
Income taxes payable		678,722		540,129
Income taxes payable-net	W	366,579	W	267,797

17.
The Company’s net income and ordinary income per share amounts for the years ended December 31,
2005 and 2004 are computed as follows (in millions of Korean won, except for per share data) :
Net income and ordinary income per share

Net income and ordinary income	2005 — W	1,871,380	2004 — W	1,494,852
Weighted average number of common shares outstanding		73,614,296		73,614,297
Net income and ordinary income per share (in Korean won)	W	25,421	W	20,307

The weighted average number of common shares outstanding for the years ended December 31, 2005 and 2004 is calculated as follows :

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shares		number of days	number of shares
For 2005
At January 1, 2005	82,276,711		365 / 365	82,276,711
Treasury stock, at the beginning	(8,662,415	)	365 / 365	(8,662,415	)
Total	73,614,296			73,614,296
For 2004
At January 1, 2004	82,276,711		366 / 366	82,276,711
Treasury stock, at the beginning	(8,662,403	)	366 / 366	(8,662,403	)
Purchase of fractional shares related to merger
with SK IMT Co., Ltd.	(12	)	316 / 366	(11	)
Total	73,614,296			73,614,297

Diluted net income and ordinary income per share amounts for the years ended December 31, 2005 and 2004 are computed as follows (in millions of Korean won, except for per share data) :

Diluted net income and ordinary income per share

Adjusted net income and ordinary income	2005 — W	1,884,435	2004 — W	1,502,169
Adjusted weighted average number of
common shares outstanding		75,332,996		74,596,777
Diluted net income and ordinary income per share	W	25,015	W	20,137

Adjusted net income and ordinary income per share and the adjusted weighted average number of common shares outstanding for the years ended December 31, 2005 and 2004 are calculated as follows (in millions of Korean won) :

Net income and ordinary income	2005 — W	1,871,380	2004 — W	1,494,852
Effect of stock option (note a)		—		—
Effect of convertible bonds (note b)		13,055		7,317
Adjusted net income and ordinary income	W	1,884,435	W	1,502,169

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| Weighted average number of common
shares outstanding | 73,614,296 | 73,614,297 |
| --- | --- | --- |
| Effect of stock options (note a) | — | — |
| Effect of convertible bonds (note b) | 1,718,700 | 982,480 |
| Adjusted weighted average number of common
shares outstanding | 75,332,996 | 74,596,777 |

| (note a) | In the years ended December 31, 2005 and 2004, the outstanding stock options did
not have a dilutive effect because the exercise price exceeded the average market price of
common stock for the years ended December 31, 2005 and 2004. |
| --- | --- |
| (note b) | Effect of convertible bonds represents the dilutive effect of such bonds on net
income and ordinary income per share determined on an as if converted basis. |

1. RESTRICTED CASH AND CASH EQUIVALENTS

| a. | At December 31, 2005, the Company has guarantee deposits restricted
for its checking accounts totaling W 26 million and deposits restricted
for the interest of the public totaling W 10,000 million of which due
date is August 10, 2006. |
| --- | --- |
| b. | The Company entered into a contract to sell the investment in common
stock of KPMS Corporation, which was held by the Company and accounted
for as available-for-sale securities, with First Data Corporation.
Some portion of proceeds from sales of such investment totaling W 1,137
million is kept in escrow accounts in accordance with the Escrow
Agreement, which is restricted for use until November 16, 2007 (final
settlement date). |

19.
Details of dividends which were declared for the years ended December 31, 2005 and 2004 are as
follows (in millions of Korean won except for per share data) :

	Dividend type	Number of shares — outstanding	Face value — per share	Dividend ratio		Dividends
2005	Cash dividends (interim)	73,614,296	W	500	200 %	W	73,614
	Cash dividends (year-end)	73,614,296	W	500	1,600 %		588,914
	Total					W	662,528
2004	Cash dividends (interim)	73,614,308	W	500	200 %	W	73,614
	Cash dividends (year-end)	73,614,296	W	500	1,860 %		684,613
	Total					W	758,227

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Dividends payout ratios (including interim dividend) for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Dividends	662,528	758,227
Net income	1,871,380	1,494,852
Dividends payout ratio	35.40 %	50.72 %

Dividends yield ratios for the years ended December 31, 2005 and 2004 are as follows (in Korean won) :

Dividend per share	9,000	10,300
Stock price at the year-end	181,000	197,000
	4.97 %	5.23 %

20.
At December 31, 2005, certain of the Company’s assets are insured with local insurance
companies as follows (in millions of Korean won and thousands of U.S. dollars) :

Insured	Risk	Carrying value		Coverage
				US$	65,000
Property and equipment	Fire and comprehensive liability	W	3,694,810	W	7,255,411

In addition, the Company carries directors and officers liability coverage insurance totaling W 50,000 million.

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21.
Significant related party transactions and balances as of and for the years ended December 31,
2005 and 2004 were as follows (in millions of Korean won) :

Description	For the year ended — December 31, 2005		For the year ended — December 31, 2004
Transactions
SK C&C Co., Ltd. :
Purchases of property and equipment	W	246,600	W	126,648
Commissions paid and other expenses		321,046		289,933
Commission and other income		7,853		7,918
SK Engineering & Construction Co., Ltd. :
Construction		257,823		419,871
Commissions paid and other expenses		6,593		6,148
Commissions and other income		2,470		1,081
SK Networks Co., Ltd. :
Purchases of property and equipment		5,857		3,087
Commissions paid and other expenses		425,832		400,290
Commissions and other income		12,546		13,196
SK Corporation :
Purchases of property and equipment		1,106		4,071
Commissions paid and other expenses		44,746		47,438
Commissions and other income		8,926		7,994
Innoace Co., Ltd. :
Purchases of property and equipment		13,634		23,776
Commissions paid and other expenses		2,109		4,337
Commissions and other income		218		296
SK Communications Co., Ltd. :
Purchases of property and equipment		132		229
Commissions paid and other expenses		46,040		39,090
Commissions and other income		1,097		13,660
SK Telesys Co., Ltd. :
Purchases of property and equipment		294,829		188,822
Commissions paid and other expenses		7,410		3,102
Commissions and other income		575		322
WiderThan Co., Ltd. :
Purchases of property and equipment		13,248		4,418
Commissions paid and other expenses		97,869		82,364
Commissions and other income		1,727		1,084
Global credit & information Co.,Ltd. :
Commissions paid and other expenses		37,549		35,617
Commissions and other income		1,106		865
Helio Inc. :
Commissions and other income		11,914		—

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Description	December 31, — 2005		December 31, — 2004
Balances
SK C&C Co., Ltd. :
Accounts receivable	W	91	W	77
Accounts payable		174,884		75,802
Guarantee deposits received		346		346
SK Engineering & Construction Co., Ltd. :
Accounts receivable		97		76
Accounts payable		21,326		135,213
Guarantee deposits received		942		408
SK Networks Co., Ltd. :
Accounts receivable		1,760		1,102
Guarantee deposits		113		113
Accounts payable		20,465		18,696
Guarantee deposits received		2,700		955
SK Corporation :
Accounts receivable		1,643		2,392
Guarantee deposits paid		1,307		103,720
Accounts payable		6,767		19,917
Guarantee deposits received		6,173		10,194
Innoace Co., Ltd. :
Accounts payable		6,100		15,199
Guarantee deposits received		2,138		2,138
SK Communications Co., Ltd. :
Accounts receivable		195		235
Accounts payable		5,891		11,509
Guarantee deposits received		3,681		11,127
SK Telesys Co., Ltd. :
Accounts receivable		3		11
Accounts payable		65,496		51,954
SK Wyverns Baseball Club Co., Ltd. :
Long-term and short-term loans		5,857		7,957
WiderThan Co., Ltd. :
Accounts receivable		4		58
Accounts payable		17,398		9,829
Global credit & information Co.,Ltd. :
Accounts receivable		70		20
Accounts payable		6,533		6,140
Helio Inc. :
Accounts receivable		11,914		—

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22. PROVISION FOR MILEAGE POINTS

The Company, for its marketing purposes, grants certain mileage points (“Rainbow Points”) to its subscribers based on their usage of the Company’s services. Rainbow Points provision was provided based on the historical usage experience and the Company’s marketing policy. Such provision as of December 31, 2005 totaled W 52,172 million and was recorded as accrued expenses.

Details of change in the provisions for such mileage points for the years ended December 31, 2005 and 2004 are as follows (in millions of Korean won) :

Beginning balance	2005 — W	61,596	W	103,679
Present value discount (note a)		(7,415	)	—
Increase		7,265		—
Decrease		(9,274	)	(42,083	)
Ending Balance	W	52,172	W	61,596

(note a) Effective January 1, 2005, pursuant to adoption of SKAS No.17 (See Note 2 (l)), Rainbow Points provision is recorded at the present value, which was recorded at nominal value through 2004.

23. DERIVATIVE INSTRUMENTS

The Company has entered into a foreign currency forward contract and a fixed-to-fixed cross currency swap contract with Citi Bank, BNP Paribas and Credit Suisse First Boston International to hedge the foreign currency risk of unguaranteed US dollar denominated bonds with face amounts totaling US$300,000,000 at annual fixed interest rate of 4.25% issued on April 1, 2004. As of December 31, 2005, in connection with unsettled foreign currency swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to W 14,177 million (excluding tax effect totaling W 5,377 million and foreign exchange translation gain arising from unguaranteed US dollar denominated bonds totaling W 40,652 million) was accounted for as a capital adjustment.

In addition, the Company has entered into a fixed-to-fixed cross currency swap contract with Credit Suisse First Boston International to hedge foreign currency risk of unguaranteed US dollar denominated convertible bonds with face amounts of US$329,450,000 issued on May 27, 2004. In connection with unsettled fixed-to-fixed cross currency swap contract to which the cash flow hedge accounting is not applied, a gain on valuation of currency swap of W 2,545 million for the year ended December 31, 2005 and loss on valuation of currency swap of W 15,789 million for the year ended December 31, 2004 were charged to current operations. As of December 31, 2005, fair values of above derivatives totaling W 73,450 million are recorded in long-term liabilities.

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Details of derivative instruments as of December 31, 2005 are as follows (in thousands of US dollars and millions of Korean won) :

				Fair value
				Designated
		Face	Duration	as cash		Not
Type	Hedged item	amount	of contract	flow hedge		Designated		Total
Fix-to-fixed cross	Unguaranteed US dollar		March 23, 2004
currency swap	denominated bonds	US$300,000	~ April 1, 2011	W	60,206	W	—	W	60,206
Fix-to-fixed cross	Unguaranteed US dollar		May 27, 2004
currency swap	denominated convertible bond	US$100,000	~ May 27, 2009		—		13,244		13,244
				W	60,206	W	13,244	W	73,450

The above derivative instruments designated as cash flow hedge mature within 63 months from December 31, 2005 at the longest; and the expected portion of capital adjustments as of December 31, 2005, related to loss on valuation of currency swap, to be recorded in earnings within the next 12 months amounts to W 6,146 million.

24. SUBSTANTIAL CHANGES IN THE BUSINESS ENVIRONMENT

a. Acquisition of WiBro License

The Company, together with KT Corporation and Hanaro Telecom Inc., acquired a license for WiBro, a portable internet service which is scheduled to start commercial operations in June 2006, as a result of the decision of the Committee of Information and Communication Policy dated January 20, 2005. With regard to this service, the Company paid W 117 billion and received the WiBro license from the Ministry of Information and Technology in March 2005, which was recorded as an intangible asset.

b. Establishment of Helio, Inc., a joint venture company in the U.S.A.

In accordance with the resolution of the Company’s board of directors dated January 26, 2005, the Company and EarthLink, Inc., an internet service provider in the United States of America, agreed to establish ‘Helio, Inc.’, a joint venture company, in the United States of America in February 2005 in order to provide wireless telecommunication service across the United States of America. The Company, via SK Telecom USA Holdings, Inc., its wholly-owned subsidiary in the United States of America, will invest US$220 million for a 50% equity interest in the joint venture company from 2005 through 2007. Helio, Inc. will launch cellular voice and data services extensively across the United States of America during the second quarter of 2006 by renting networks from network operators throughout the United States of America also known as partial mobile virtual network operator (MVNO) system.

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25. OPERATING RESULTS FOR THE FOURTH QUARTER

The Company’s key operating results for the three months ended December 31, 2005 and 2004 are as follows (in millions of Korean won, except for income per share) :

	4 th Quarter of — 2005		2004
	(unaudited)		(unaudited)
Operating revenue	W	2,626,557	W	2,484,849
Ordinary income		567,123		481,355
Net income		447,975		348,072
Net income per share (in Korean won)		6,085		4,728

Forward-Looking Statement Disclaimer

The material above contains forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. These statements are based on current plans, estimates and projections, and therefore you should not place undue reliance on them. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the our actual results or performance to be materially different from any future results or performance expressed or implied by such forward-looking statements. We do not make any representation or warranty, express or implied, as to the accuracy or completeness of the information contained herein, and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events. Additional information concerning these and other risk factors are contained in our latest annual report on Form 20-F and in our other filings with the U.S. Securities and Exchange Commission.

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link1 "SIGNATURES"

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.

By: /s/ Hyun Jong Song ( Signature )
Name: Hyun Jong Song
Title: Vice President
Date: April 10, 2006