As filed with the Securities and Exchange Commission on June 30, ~~2008~~2009

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON,~~Washington, D.C. 20549

Form 20-F


(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, ~~2007~~2008
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		~~Date of event requiring this shell company report For the transition period from to~~

Date of event requiring this shell company report

For the transition period from to

Commission file number 1-14418

SK Telecom Co., Ltd.

(Exact name of Registrant as specified in its charter)

SK Telecom Co., Ltd.

(Translation of Registrant’s name into English)

The Republic of Korea

(Jurisdiction of incorporation or organization)

SK T-Tower

11, Euljiro 2-Ga, Jung-gu, Seoul, Korea

(Address of principal executive offices)

Mr. ~~Jinmo Kim~~
Kyung-hwan Chung

11, Euljiro 2-Ga, Jung-gu, Seoul, Korea

Telephone No.:82-2-6100-2114

Facsimile No.:~~82-2-6100-7948~~82-2-6100-7827

(Name, telephone, email and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of ~~each class~~Each Class		Name of ~~each exchange~~Each Exchange on ~~which registered~~Which Registered

American Depositary Shares, each representing one-ninth of one shares of Common Stock		New York Stock Exchange
Common Stock, par value W500 per share		New York Stock Exchange, Inc.Exchange


*		Not for trading, but only in connection with the registration of the American Depositary Shares.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

~~81,193,711~~72,486,015 shares of common stock, par value W500 per share (not including 8,707,696 shares of common stock held by the company as treasury shares)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No o

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes o No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ ~~Accelerated filer~~ o ~~Non-accelerated filer~~ o		Accelerated filer o		Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP o IFRS o Other þ

Indicate by check mark which financial statement item the registrant has elected to follow. Item 17 o Item 18 þ

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes o No þ

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes o No o

CERTAIN DEFINED TERMS AND CONVENTIONS USED IN THIS REPORT

All references to “Korea” contained in this report shall mean The Republic of Korea. All references to the “Government” shall mean the government of The Republic of Korea. All references to “we”, “us”, “our” or the “Company” shall mean SK Telecom Co., Ltd. and, unless the context otherwise requires, its consolidated subsidiaries. References to “SK Telecom” shall mean SK Telecom Co., Ltd., but shall not include its consolidated subsidiaries. All references to “U.S.” shall mean the United States of America.

All references to “KHz” contained in this report shall mean kilohertz, a unit of frequency denoting one thousand cycles per second, used to measure band and bandwidth. All references to “MHz” shall mean megahertz, a unit of frequency denoting one million cycles per second. All references to “GHz” shall mean gigahertz, a unit of frequency denoting one billion cycles per second. All references to “Kbps” shall mean one thousand binary digits, or bits, of information per second. All references to “Mbps” shall mean one million bits of information per second. Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

In this report, we refer to third generation, or “3G”, technology and “3.5G” technology. Second generation, or 2G, technology was designed primarily with voice communications in mind. On the other hand, 3G and 3.5G technologies are designed to transfer both voice data and non-voice, or multimedia, data, generally at faster transmission speeds than was previously possible.

All references to “Won”, “(Won)” or “W” in this report are to the currency of Korea, all references to “Dollars”, “$” or “US$” are to the currency of the United States of America and all references to “Yen” or “¥” are to the currency of Japan.

Pursuant to an amendment to the Government Organization Act, effective as of February 29, 2008, the Ministry of Information and Communication, or “MIC”, has become the Ministry of Knowledge Economy and functions formerly performed by the MIC are now performed separately by the Ministry of Knowledge Economy, the Ministry of Culture, Sports and Tourism, the Ministry of Public Administration and Security, and, particularly, the Korea Communications Commission, or the “KCC”. In this report, we refer to the MIC as the relevant governmental authority in connection with any approval granted or action taken by the MIC prior to such amendment to the Government Organization Act and to such other relevant governmental authority in connection with any approval granted or action taken by such other relevant governmental authority subsequent to such amendment.

Unless otherwise indicated, all financial information in this report is presented in accordance with Korean generally accepted accounting principles (“Korean GAAP”).

Unless otherwise indicated, translations of Won amounts into Dollars in this report were made at the noon buying rate in The City of New York for cable transfers in Won per US$1.00 as certified for customs purposes by the Federal Reserve Bank of New ~~York.~~York (the “noon buying rate”). Unless otherwise stated, the translations of Won into Dollars were made at the noon buying rate in effect on December 31, ~~2007,~~2008, which was Won ~~935.8~~1,262.0 to US$1.00. On June ~~27, 2008,~~19, 2009, the noon buying rate was Won ~~1,041.8~~1,264.2 to US$1.00. See “Item 3.A. Selected Financial Data — Exchange Rates”.

1

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements”, as defined in Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on our current expectations, assumptions, estimates and projections about our company and our industry. The forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “considering”, “depends”, “estimate”, “expect”, “intend”, “plan”, “planning”, “planned”, “project” and similar expressions, or that certain events, actions or results “may”, “might”, “should” or “could” occur, be taken or be achieved.

Forward-looking statements in this annual report include, but are not limited to, statements about the following:

• our ability to anticipate and respond to various competitive factors affecting the wireless telecommunications industry, including new services that may be introduced, changes in consumer preferences, economic conditions and discount pricing strategies by competitors;

• our implementation of high-speed downlink packet access, or HSDPA, technology, high-speed uplink packet access, or HSUPA, technology and wireless broadband internet, or WiBro, technology;

• our plans ~~to spend approximately Won 1.75 trillion~~ for capital expenditures in ~~2008~~2009 for a range of projects, including investments in our backbone networks (and expansion of our WiBro network in particular), investments to improve our WCDMA network-based products and services, investments in our wireless Internet-related and convergence businesses and funding for mid-to long-term research and development projects, as well as other initiatives, primarily related to our ongoing businesses and in the ordinary course;

• our efforts to make significant investments to build, develop and broaden our businesses, including developing and providing wireless data, multimedia, mobile commerce and Internet services;

• our ability to comply with governmental rules and regulations, including the regulations of the KCC, related to telecommunications providers, rules related to our status as a “market-dominating business entity” under the Korean Monopoly Regulation and Fair Trade Act, or the Fair Trade Act, and the effectiveness of steps we have taken to comply with such regulations;

• our ability to manage effectively our bandwidth and to implement timely and efficiently new bandwidth-efficient technologies;

• our expectations and estimates related to interconnection fees; tariffs charged by our competitors; regulatory fees; operating costs and expenditures; working capital requirements; principal repayment obligations with respect to long-term borrowings, bonds and obligations under capital leases; and research and development expenditures and other financial estimates;

• the success of our various joint ventures and investments in other telecommunications service providers;

• our ability to successfully manage our ~~recent~~ acquisition in 2008 of an additional ~~38.6%~~38.7% stake in SK Broadband Co., Ltd. (formerly hanarotelecom ~~inc.~~incorporated), or SK Broadband, a fixed-line telecommunications operator and broadband Internet service provider; and

• the growth of the telecommunications industry in Korea and other markets in which we do business and the effect that economic, political or social conditions have on our number of subscribers, call volumes and results of operations.

We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. Risks and uncertainties associated with our business, include but are not limited to, risks related to changes in the regulatory environment; technology changes; potential litigation and governmental actions; changes in the competitive environment; political changes; foreign exchange currency risks; foreign ownership limitations; credit risks and other risks and uncertainties that are more fully described under the heading “Item 3. Key Information — Risk Factors” and elsewhere in this report. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

2

PART I


Item 1.	*IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS*


*Item 1.A.*	*Directors and Senior Management*

Not applicable.


*Item 1.B.*	*Advisers*

Not applicable.


*Item 1.C.*	*Auditor*

Not applicable.


Item 2.	*OFFER STATISTICS AND EXPECTED TIMETABLE*

Not applicable.


Item 3.	*KEY INFORMATION*


*Item 3.A.*	*Selected Financial Data*

You should read the selected consolidated financial and operating data below in conjunction with the consolidated financial statements and the related notes included elsewhere in this report. The selected consolidated financial data for the five years ended December 31, ~~2007~~2008 are derived from our audited consolidated financial statements and related notes thereto.

Our consolidated financial statements are prepared in accordance with Korean GAAP, which differ in certain respects from U.S. GAAP. For more detailed information you should refer to notes 33 and 34 of the notes to our audited consolidated financial statements included in this annual report.


	As of or for the Year Ended December 31,																		As of or for the Year Ended December 31,
	2003			2004			2005			2006			2007			2007			2004		2005		2006		2007			2008		2008
	(In billions of Won and millions of dollars, except per share and percentage data)																		(In billions of Won and millions of Dollars, except per share and percentage data)

INCOME STATEMENT DATA
Korean GAAP:
Total Operating Revenue⁽¹⁾	W	10,272	.1	W	10,570	.6	W	10,721	.8	W	11,028	.0	W	12,018	.2	US$	12,842	.7
Cellular Service⁽¹⁾		10,091	.8		10,297	.6		10,361	.9		10,515	.6		11,237	.2		12,008	.1
Other⁽²⁾		180	.3		273	.0		359	.9		512	.4		781	.0		834	.6
Total Operating Revenue(1)																			W	10,570.6	W	10,721.8	W	11,028.0	W	11,863.4	⁽¹⁹⁾	W	14,021.0	US$	11,110.1
Cellular Service(1)																				10,297.6		10,361.9		10,515.6		11,016.1			11,389.8		9,025.2
Broadband Internet and Fixed-line Telephone Service																				—		—		—		—			1,821.8		1,443.5
Other(2)																				273.0		359.9		512.4		847.3	⁽¹⁹⁾		809.4		641.4
Operating Expenses		7,167	.0		8,130	.9		8,051	.2		8,406	.9		10,207	.8		10,908	.0		8,130.9		8,051.2		8,406.9		9,761.4	⁽¹⁹⁾		12,268.5		9,721.5
Operating Income		3,105	.1		2,439	.7		2,670	.6		2,621	.1		1,810	.4		1,934	.6		2,439.7		2,670.6		2,621.1		2,102.0	⁽¹⁹⁾		1,752.5		1,388.6
Income before Income Taxes and Minority Interest		2,754	.3		2,123	.2		2,561	.6		2,021	.6		1,985	.3		2,121	.5
Net Income⁽³⁾		1,965	.3		1,493	.4		1,868	.3		1,449	.6		1,562	.3		1,669	.4
Net Income per Share of Common Stock⁽⁴⁾		26,187			20,261			25,443			19,801			22,696			24	.25
Diluted Net Income per Share of Common Stock⁽⁴⁾		26,187			20,092			25,036			19,523			22,375			23	.91
Dividends Declared per Share of Common Stock		5,500			10,300			9,000			8,000			9,400			10	.04
Income from Continuing Operation before Income Tax																				2,123.2		2,561.6		2,021.6		2,285.8	⁽¹⁹⁾		1,258.7		997.4
Net Income(3)																				1,493.4		1,868.3		1,449.6		1,562.3			972.3		770.4
Net Income per Share(4)																				20,261		25,443		19,801		22,696			16,707		13.24
Diluted Net Income per Share(4)																				20,092		25,036		19,523		22,375			16,559		13.12
Dividends Declared per Share																				10,300		9,000		8,000		9,400			9,400		7.45
Weighted Average Number of Shares		75,078,219			73,614,296			73,614,296			73,305,026			72,650,909			72,650,909			73,614,296		73,614,296		73,305,026		72,650,909			72,765,557		72,765,557
U.S. GAAP:
Total Operating Revenue																			W	10,534.6	W	10,701.4	W	10,541.8	W	11,212.4		W	11,157.6	US$	8,841.2
Operating Expenses																				8,137.6		7,847.7		7,720.0		9,144.3			9,404.0		7,451.7
Operating Income																				2,397.0		2,853.7		2,821.8		2,068.1			1,753.6		1,389.5
Net Income(4)																				1,554.6		2,019.6		1,878.3		1,505.3			1,072.9		850.2
Net Income per Share(4)(5)																				21,118		27,435		25,624		20,720			14,744		11.7
Diluted Net Income per Share(4)(5)																				20,939		26,983		25,207		20,730			14,606		11.6

As of or for the Year Ended December 31,
2003 2004 2005 2006 2007 2007
(In billions of Won and millions of dollars, except per share and percentage data)

U.S. GAAP:

Total Operating Revenue W 10,225 .1 W 10,534 .6 W 10,701 .4 W 10,541 .8 W 11,212 .4 US$ 11,981 .6
Operating Expenses 7,044 .5 8,137 .6 7,847 .7 7,720 .0 9,144 .3 9,771 .6
Operating Income 3,180 .6 2,397 .0 2,853 .7 2,821 .8 2,068 .1 2,210 .0
Net Income 2,062 .7 1,553 .1 2,027 .6 1,880 .5 1,506 .1 1,609 .4
Net Income per Share of Common Stock⁽⁴⁾
27,475 21,097 27,543 25,653 20,731 22 .15
Diluted Net Income per Share of Common Stock⁽⁴⁾
27,475 20,918 27,089 25,236 20,390 21 .79
BALANCE SHEET DATA

Korean GAAP:

Working Capital (Deficiency)⁽⁵⁾
W (461 .4 ) W 1,323 .8 W 1,735 .2 W 1,455 .5 W 1,796 .2 US$ 1,919 .4
Property and Equipment, Net 4,641 .5 4,703 .9 4,663 .4 4,507 .3 4,969 .4 5,310 .3
Total Assets 13,818 .2 14,283 .4 14,704 .8 16,240 .0 19,048 .9 20,355 .8
Non-current Liabilities⁽⁶⁾
3,193 .5 4,010 .7 3,513 .9 3,548 .5 4,344 .4 4,642 .5
Capital Stock 44 .6 44 .6 44 .6 44 .6 44 .6 47 .7
Total Shareholders’ Equity 6,093 .8 7,205 .7 8,327 .5 9,483 .1 11,687 .6 12,489 .5
U.S. GAAP:

Working Capital (Deficiency) (445 .5 ) 1,311 .3 1,587 .2 1,286 .2 1,751 .1 1,871 .2
Total Assets 15,586 .2 15,576 .8 16,351 .2 17,929 .5 20,214 .9 21,601 .7
Total Shareholders’ Equity 7,014 .7 8,237 .0 9,472 .4 10,738 .5 12,699 .11 13,570 .3
OTHER FINANCIAL DATA

Korean GAAP:

EBITDA⁽³⁾⁽⁷⁾
W 4,705 .6 W 4,087 .7 W 4,429 .5 W 3,879 .1 W 4,357 .7 US$ 4,656 .6
Capital Expenditures⁽⁸⁾
1,647 .6 1,631 .9 1,416 .6 1,498 .1 1,816 .0 1,940 .5
R&D Expenses⁽⁹⁾
300 .7 336 .1 321 .1 279 .0 293 .1 313 .2
Internal R&D 235 .8 267 .1 252 .0 212 .0 218 .7 233 .7
External R&D 64 .9 69 .0 69 .1 67 .0 74 .4 79 .5
Depreciation and Amortization 1,646 .3 1,752 .5 1,675 .5 1,698 .4 2,000 .7 2,138 .0
Cash Flow from Operating Activities 3,329 .4 2,527 .9 3,407 .1 3,589 .8 3,710 .7 3,965 .3
Cash Flow from Investing Activities (1,415 .1 ) (1,470 .3) (1,938 .2) (2,535 .2) (2,399 .0) (2,563 .6)
Cash Flow from Financing Activities (2,261 .0 ) (968 .6) (1,429 .0) (952 .4) (856 .0) (914 .7)
Margins (% of total sales):
EBITDA Margin⁽⁷⁾
45 .8 % 38 .7% 41 .4% 35 .2% 36 .6% 36 .6%
Operating Margin 30 .2 23 .1 24 .9 23 .8 15 .1 15 .1
Net Margin 19 .1 14 .1 17 .5 13 .2 13 .0 13 .0

As of or for the Year Ended December 31,
2004 2005 2006 2007 2008 2008
(In billions of Won and millions of Dollars, except per share and percentage data)

BALANCE SHEET DATA

Korean GAAP:

Working Capital(6) W 1,323.8 W 1,735.2 W 1,455.5 W 1,796.2 W 793.6 US$ 628.9
Property and Equipment, Net 4,703.9 4,663.4 4,507.3 4,969.4 7,437.7 5,893.6
Total Assets 14,283.4 14,704.8 16,240.0 19,048.9 22,473.7 17,808.0
Non-current Liabilities(7) 4,010.7 3,513.9 3,548.5 4,344.4 6,020.4 4,770.5
Capital Stock 44.6 44.6 44.6 44.6 44.6 35.4
Total Shareholders’ Equity 7,205.7 8,327.5 9,483.1 11,687.6 11,824.4 9,369.6
U.S. GAAP:

Working Capital (Deficiency) W 1,311.3 W 1,587.2 W 1,286.2 W 1,751.1 W 738.0 US$ 584.8
Total Assets(4) 15,592.0 16,356.5 17,909.4 20,173.6 21,239.2 16,829.8
Total Shareholders’ Equity(4) 8,252.2 9,477.7 10,718.4 12,657.8 12,227.1 9,688.7

As of or for the Year Ended December 31,
2004 2005 2006 2007 2008 2008
(In billions of Won and millions of Dollars, except per share and percentage data)

OTHER FINANCIAL DATA

Korean GAAP:

EBITDA(3)(8) W 4,087.7 W 4,429.5 W 3,879.1 W 4,366.0 W 4,008.4 US$ 3,176.2
Capital Expenditures(9) 1,631.9 1,416.6 1,498.1 1,804.1 2,236.9 1,772.5
R&D Expenses(10) 336.1 321.1 279.0 293.1 299.7 237.5
Internal R&D 267.1 252.0 212.0 218.7 226.7 179.7
External R&D 69.0 69.1 67.0 74.4 73.0 57.8
Depreciation and Amortization 1,752.5 1,675.5 1,698.4 1,971.3 2,759.3 2,186.5
Cash Flow from Operating Activities 2,527.9 3,407.1 3,589.8 3,721.7 ⁽²⁰⁾ 3,296.9 ⁽²⁰⁾ 2,612.4 ⁽²⁰⁾
Cash Flow from Investing Activities (1,470.3 ) (1,938.2 ) (2,535.2 ) (2,414.9 )⁽²⁰⁾ (3,875.4 )⁽²⁰⁾ (3,070.8 )⁽²⁰⁾
Cash Flow from Financing Activities (968.6 ) (1,429.0 ) (952.4 ) (1,041.3 )⁽²⁰⁾ 869.4 ⁽²⁰⁾ 688.9 ⁽²⁰⁾
Margins (% of total sales):
EBITDA Margin(8)(11) 38.7 % 41.3 % 35.2 % 36.8 % 29.5 % 29.5 %
Operating Margin(11) 23.1 24.9 23.8 17.7 12.1 12.1
Net Margin(11) 14.1 17.4 13.1 13.2 7.1 7.1
U.S. GAAP:

EBITDA(4)(8) W 3,971.9 W 4,404.2 W 4,527.4 W 3,960.9 W 3,277.4 US$ 2,597.0
Capital Expenditures(9) 1,656.9 1,429.3 1,538.0 1,854.0 1,861.0 1,474.6
Cash Flow from Operating Activities 3,237.9 3,296.8 3,614.8 3,284.8 2,698.7 2,138.4
Cash Flow from Investing Activities (1,634.1 ) (1,816.5 ) (2,560.6 ) (2,385.2 ) (3,926.9 ) (3,111.6 )
Cash Flow from Financing Activities (1,514.8 ) (1,439.3 ) (940.6 ) (631.3 ) 1,118.7 886.5

4

As of or for the Year Ended December 31,
2003 2004 2005 2006 2007 2007
(In billions of Won and millions of dollars, except per share and percentage data)

U.S. GAAP:

EBITDA⁽⁷⁾
4,679 .1 3,970 .4 4,412 .2 4,529 .6 3,961 .7 4,233 .5
Capital Expenditures⁽⁸⁾
1,668 .0 1,656 .9 1,429 .3 1,538 .0 1,854 .0 1,981 .2
Cash Flow from Operating Activities 3,144 .3 3,237 .9 3,296 .8 3,614 .8 3,284 .8 3,510 .2
Cash Flow from Investing Activities (1,285 .5 ) (1,634 .1) (1,816 .5) (2,560 .6) (2,435 .7) (2,602 .8)
Cash Flow from Financing Activities (2,205 .5 ) (1,514 .8) (1,439 .3) (940 .6) (631 .3) (674 .6)

As of or for the Year Ended December 31,
2003 2004 2005 2006 2007 2007

SELECTED OPERATING DATA

Population of Korea (millions)⁽¹⁰⁾
47 .9 48 .2 48 .3 48 .3 48 .5 48 .5
Our Wireless Penetration⁽¹¹⁾
38 .2% 39 .0% 40 .4% 42 .0% 45 .3% 45 .3%
Number of Employees⁽¹²⁾
6,286 7,353 6,646 7,676 9,485 9,485
Total Sales per Employee (millions) W 1,634 .1 W 1,437 .6 W 1,613 .3 W 1,436 .7 W 1,267 .1 US$ 1,354 .0
Wireless Subscribers⁽¹³⁾
18,313,135 18,783,338 19,530,117 20,271,133 21,968,169 21,968,169
Average Monthly Outgoing Voice Minutes per Subscriber⁽¹⁴⁾
197 194 197 201 201 201
Average Monthly Revenue per Subscriber⁽¹⁵⁾
W 39,739 W 39,689 W 40,205 W 40,220 W 40,154 US$ 42 .91
Average Monthly Churn Rate⁽¹⁶⁾
1 .2% 1 .7% 1 .8% 2 .0% 2 .6% 2 .6%
Digital Cell Sites 8,310 9,458 10,142 12,515 16,099 16,099

As of or for the Year Ended December 31,
2004 2005 2006 2007 2008 2008

SELECTED OPERATING DATA

Population of Korea (millions)(12) 48.2 48.3 48.3 48.5 48.6 48.6
Our Wireless Penetration(13) 39.0 % 40.4 % 42.0 % 45.3 % 47.4 % 47.4 %
Number of Employees(14) 7,353 6,646 7,676 9,485 10,626 10,626
Total Sales per Employee (in millions of Won and thousands of Dollars) W 1,437.6 W 1,613.3 W 1,436.7 W 1,267.1 W 1,319.5 US$ 1,045.6
Wireless Subscribers(15) 18,783,338 19,530,117 20,271,133 21,968,169 23,032,045 23,032,045
Average Monthly Outgoing Voice Minutes per Subscriber(16) 194 197 201 201 200 200
Average Monthly Revenue per Subscriber(17) W 39,689 W 40,205 W 40,220 W 40,154 W 38,526 US$ 30.53
Average Monthly Churn Rate(18) 1.7 % 1.8 % 2.0 % 2.6 % 2.7 % 2.7 %
Digital Cell Sites 9,458 10,142 12,515 16,099 17,213 17,213

* The ~~conversion~~translation into Dollars was made at the rate of Won ~~935.8~~1,262.0 to US$1.00. See note 2(a) of the notes to our consolidated financial statements.

(1) Includes revenues from SK Teletech Co., Ltd. of Won ~~612.0 billion for 2003, Won~~ 649.8 billion for 2004 and Won 294.6 billion for 2005 from the sale of digital handsets and Won ~~1,017.1 billion for 2003, Won~~ 849.4 billion for 2004, Won 898.6 billion for 2005, Won 1,033.4 billion for 2006, ~~and~~ Won 1,062.2 billion for 2007 and Won 1,149.2 billion for 2008 of interconnection revenue. Following our sale of a 60% equity interest in SK Teletech to Pantech & Curitel in July 2005, our equity interest in the company was reduced to 29.1% (which subsequently became a 22.7% interest in Pantech following the merger of SK Teletech into Pantech in December 2005) and SK Teletech ceased to be our consolidated subsidiary. Following the exclusion of SK Teletech from consolidation, we did not derive revenues from digital handset ~~sales until the inclusion of HELIO LLC, as our consolidated subsidiary, as of November 1, 2007. See “Item 4.B. Business Overview — Interconnection”.~~sales.

(2) For more information about our other revenue, see “Item 5. Operating and Financial Review and Prospects” and “Item 4.B. Business Overview”.

(3) As of January 1, 2007, we adopted Statements of Korean Accounting Standards, or SKAS No. 25. Pursuant to adoption of SKAS No. 25, net income is allocated to equity holders of the parent and minority interest. In addition, when a subsidiary is purchased during the fiscal year, the subsidiary’s statement of income is included in consolidation as though it had been acquired at the beginning of the fiscal year, and pre-acquisition earnings are presented as a separate deduction within the consolidated statements of income. The consolidated statements of income for the years ended December 31, ~~2005 and~~ 2006 appearing in our consolidated financial statements included elsewhere in this report have been reclassified in accordance with SKAS No. 25.

(4) ~~Income~~Adjusted to retroactively reflect our acquisition of an additional 38.7% equity stake in SK Broadband in March 2008, increasing our total equity interest in SK Broadband to 43.4%.
(5) Net income per share ~~of common stock~~ is calculated by dividing net income attributable to majority interest by the weighted average number of shares outstanding during the period. Diluted net income per share ~~of common stock~~ is calculated by dividing adjusted net income by adjusted weighted average number of shares outstanding during the period, taking into account the issuance of convertible bonds in 2004, 2005, 2006, 2007 and ~~2007.~~2008.

~~(5)~~(6) Working capital means current assets minus current liabilities.

~~(6)~~(7) Our monetary assets and liabilities denominated in foreign currencies are valued at the exchange rate of ~~Won 1,198 to US$1.00 as of December 31, 2003,~~ Won 1,044 to US$1.00 as of December 31, 2004, Won 1,013 to US$1.00 as of December 31, 2005, Won 930 to US$1.00 as of December 31, 2006, ~~and~~ Won 938 to US$1.00 as of December 31, 2007 and Won 1,258 to US$1.00 as of December 31, 2008, the rates of exchange permitted under Korean GAAP as of those dates. See note 2(w) of the notes to our consolidated financial statements.

~~(7)~~(8) EBITDA refers to income before interest income, interest expense, taxes, depreciation and amortization. EBITDA is commonly used in the telecommunications industry to analyze companies on the basis of operating ~~performance, leverage and liquidity.~~performance. Since the telecommunications business is a very capital intense business, capital ~~expenditures and level of debt and interest expenses may have a significant~~
5


		expenditures and level of debt and interest expenses may have a significant impact on net income for companies with similar operating results. Therefore, for a telecommunications company such as ourselves, we believe that EBITDA provides a useful reflection of our operating results. We use EBITDA as a measurement of operating performance because it assists us in comparing our performance on a consistent basis as it removes from our operating results the impact of our capital structure, which includes interest expense from our outstanding debt, and our asset base, which includes depreciation and amortization of our property and equipment. However, EBITDA should not be construed as an alternative to operating income or any other measure of performance determined in accordance with Korean GAAP or U.S. GAAP or as an indicator of our operating performance, liquidity or cash flows generated by operating, investing and financing activities. Other companies may define EBITDA differently than we do. EBITDA under U.S. GAAP is computed using interest income, interest expense, depreciation, amortization and income taxes under U.S. GAAP, which may differ from Korean GAAP for these items.

~~(8)~~(9)		Consists of investments in property, plant and equipment. Under U.S. GAAP, interest costs incurred during the period required to complete an asset or ready an asset for its intended use are capitalized based on the interest rates a company pays on its outstanding borrowings. Under Korean GAAP, such interest costs are expensed as incurred.

~~(9)~~(10)		Includes donations to Korean research institutes and educational organizations. See “Item 5.C. Research and Development”.

~~(10)~~(11)		Operating revenue and operating income used in the calculation of these ratios for 2007 and 2008 include the operating revenue and operating income from the discontinued operation, but exclude the operating revenue and operating income of newly-consolidated subsidiaries prior to the date of consolidation.

(12)		Population estimates based on historical data published by the National Statistical Office of Korea.

~~(11)~~(13)		Wireless penetration is determined by dividing our subscribers by total estimated population, as of the end of the period.

~~(12)~~(14)		Includes regular employees and temporary employees. See “Item 6.D. Employees”.

~~(13)~~(15)		Wireless subscribers include those subscribers who are temporarily deactivated, including (1) subscribers who voluntarily deactivate temporarily for a period of up to three months no more than twice a year and (2) subscribers with delinquent accounts who may be involuntarily deactivated up to two months before permanent deactivation, which we determine based on various factors, including prior payment history.

~~(14)~~(16)		The average monthly outgoing voice minutes per subscriber is derived by dividing the total minutes of outgoing voice usage for the period by the monthly ~~weighted~~ average number of subscribers for the period, then dividing that number by the number of months in the period. The monthly ~~weighted~~ average number of subscribers is derived by dividing (i) the sum of the average number of subscribers for each month in the period, calculated as the average of the number of subscribers on the first and last days of the relevant month, by (ii) the number of months in the period.

~~(15)~~(17)		The average monthly revenue per subscriber excludes interconnection revenue and is derived by dividing the sum of total initial subscription fees, monthly plan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services, value-added service fees and other miscellaneous revenues for the period by the monthly ~~weighted~~ average number of subscribers for the period, then dividing that number by the number of months in the period. Including interconnection revenue, average monthly revenue per subscriber was Won ~~44,546 for 2003, Won~~ 43,542 for 2004, Won 44,167 for 2005, Won 44,599 for 2006, ~~and~~ Won 44,416 for ~~2007.~~2007 and Won 43,016 for 2008.

~~(16)~~(18)		The average monthly churn rate for a period is the number calculated by dividing the sum of voluntary and involuntary deactivations during the period by the simple average of the number of subscribers at the beginning and end of the period, then dividing that number by the number of months in the period. Churn includes subscribers who upgrade to CDMA lxRTT or CDMA 1xEV/ DO-capable handsets by terminating their service and opening a new subscriber account.

(19)		As a result of our sale of HELIO LLC (“HELIO”) to Virgin Mobile USA, Inc. in August 2008, HELIO’s results of operations have been classified as discontinued operations. Operating revenue, operating expenses, operating income and income before income taxes and minority interest for the year ended December 31, 2007 have been revised to exclude HELIO’s results of operations.

(20)		Cash flow activities from discontinued operation for the years ended December 31, 2007 and 2008 have been excluded.

As a measure of our operating performance, we believe that the most directly comparable U.S. and Korean GAAP measure to EBITDA is net income. The following table reconciles our net income under U.S. GAAP to our definition of EBITDA on a consolidated basis for each of the five years ended December 31, ~~2007.~~2008.


	As of or for the Year Ended December 31,																								As of or for the Year Ended December 31,
	2003				2004				2005				2006				2007				2007⁽¹⁾				2004			2005			2006			2007			2008			2008⁽¹⁾
	(In billions of Won and millions of dollars)																								(In billions of Won and millions of Dollars)

Net Income	W	2,062	.7		W	1,553	.1		W	2,027	.6		W	1,880	.5		W	1,506	.1		US $	1,609	.4
U.S. GAAP:
Net Income(2)																									W	1,554.6		W	2,019.6		W	1,878.3		W	1,505.3		W	1,072.9		US$	850.2
LESS: Interest income		(93	.9	)		(86	.7	)		(62	.6	)		(86	.8	)		(99	.0	)		(105	.8	)		(86.7	)		(62.6	)		(86.8	)		(99.0	)		(121.8	)		(96.5	)
ADD: Interest expense		387	.1			291	.0			226	.8			241	.7			204	.0			218	.0			291.0			226.8			241.7			204.0			240.2			190.3
Taxes		811	.5			611	.1			667	.1			686	.8			576	.9			616	.5			611.1			667.1			686.8			576.9			161.7			128.1
Depreciation and Amortization		1,511	.7			1,601	.9			1,553	.3			1,807	.4			1,773	.7			1,895	.4			1,601.9			1,553.3			1,807.4			1,773.7			1,924.4			1,524.9

EBITDA(2)	W	4,679	.1		W	3,970	.4		W	4,412	.2		W	4,529	.6		W	3,961	.7		US $	4,233	.5		W	3,971.9		W	4,404.2		W	4,527.4		W	3,960.9		W	3,277.4		US$	2,597.0


(1)		The ~~conversion~~translation into Dollars was made at the rate of Won ~~935.8~~1,262.0 to US$1.00. See note 2(a) of the notes to our consolidated financial statements.

(2)		Adjusted to retroactively reflect our acquisition of an additional 38.7% equity stake in SK Broadband in March 2008, increasing our total equity interest in SK Broadband to 43.4%.

The following table reconciles our net income under Korean GAAP to our definition of EBITDA on a consolidated basis for each of the five years ended December 31, ~~2007.~~2008.


	As of or for the Year Ended December 31,																								As of or for the Year Ended December 31,
	2003				2004				2005				2006				2007				2007⁽¹⁾				2004			2005			2006			2007			2008			2008⁽¹⁾
	(In billions of Won and millions of dollars)																								(In billions of Won and millions of Dollars)

Korean GAAP:
Net Income	W	1,965	.3		W	1,493	.4		W	1,868	.3		W	1,449	.6		W	1,562	.3		US $	1,669	.4		W	1,493.4		W	1,868.3		W	1,449.6		W	1,562.3		W	972.3		US$	770.4
LESS: Interest income		(86	.5	)		(80	.5	)		(61	.1	)		(80	.0	)		(93	.9	)⁽²⁾		(100	.4	)⁽²⁾		(80.5	)		(61.1	)		(80.0	)		(93.9	)⁽²⁾		(136.3	)⁽²⁾		(108.0	)
ADD: Interest expense		391	.5			303	.4			253	.5			239	.1			235	.3	⁽²⁾		251	.5	⁽²⁾		303.4			253.5			239.1			235.3	⁽²⁾		344.6	⁽²⁾		273.1
Taxes		789	.0			629	.8			693	.3			572	.0			686	.2	⁽²⁾		733	.3	⁽²⁾		629.8			693.3			572.0			694.5	⁽²⁾		188.9	⁽²⁾		149.7
Depreciation and Amortization		1,646	.3			1,741	.6			1,675	.5			1,698	.4			1,967	.8	⁽²⁾		2,102	.8	⁽²⁾		1,741.6			1,675.5			1,698.4			1,967.8	⁽²⁾		2,638.9	⁽²⁾		2,091.0

EBITDA	W	4,705	.6		W	4,087	.7		W	4,429	.5		W	3,879	.1		W	4,357	.7		US $	4,656	.6		W	4,087.7		W	4,429.5		W	3,879.1		W	4,366.0		W	4,008.4		US$	3,176.2


(1)		The ~~conversion~~translation into Dollars was made at the rate of Won ~~935.8~~1,262.0 to US$1.00. See note 2(a) of the notes to our consolidated financial statements.

(2)		In accordance with ~~our adoption of~~ SKAS No. 25, which we adopted in 2007, when a subsidiary is purchased during the fiscal year, the subsidiary’s statement of income is included in consolidation as though it had been acquired at the beginning of the fiscal year, and pre-acquisition earnings are presented as a separate deduction within the consolidated statements of income. For purposes of reconciling net income under Korean GAAP with EBITDA, the interest income, interest expense, taxes and depreciation and amortization amounts for 2007 and 2008 shown in the table above exclude, with respect to subsidiaries newly consolidated in 2007 or 2008, the income earned and expense incurred by such subsidiaries prior to the date of consolidation. In addition, interest income, interest expense, taxes and depreciation and amortization amounts for 2007 and 2008 shown in the table above include income earned and expense incurred from discontinued operations. As a result, the interest income, interest expense, taxes and depreciation and amortization amounts for 2007 and 2008 that appear in the table above differ from those set forth in our consolidated statements of income and consolidated statements of cash flows for the ~~year~~years ended December 31, ~~2007.~~2007 and 2008, respectively.

Exchange Rates

The following table sets forth, for the periods and dates indicated, certain information concerning the noon buying rate ~~in The City~~for translations of ~~New York for cable transfers in~~ Won ~~per US$1.00 as certified for customs purposes by the Federal Reserve Bank of New York.~~amounts into Dollars. We make no representation that the Won or Dollar amounts we refer to in this report could have been or could be converted into Dollars or Won, as the case may be, at any particular rate or at all.


	At End of Year Ended December 31,								At End of		Average
Year Ended December 31,									Period		Rate(1)		High		Low
	Period		Average Rate⁽¹⁾		High		Low		(Won per US$1.00)

2003		1,192		1,193		1,262		1,146
2004		1,035		1,145		1,195		1,035		1,035.1		1,139.3		1,195.1		1,035.1
2005		1,010		1,023		1,060		997		1,010.0		1,023.7		1,059.8		997.0
2006		930		951		1,003		914		930.0		950.1		1,002.9		913.7
2007		936		928		950		903		935.8		928.0		950.2		903.2
2008										1,262.0		1,105.8		1,507.9		935.2

Past Six Months
High Low
(Won per US$1.00)

December 2007 943 919
January 2008 953 935
February 2008 948 937
March 2008 1,021 947
April 2008 1,005 974
May 2008 1,047 1,004
June 2008 (through June 27, 2008) 1,044 1,016

Past Six Months
High Low
(Won per US$1.00)

December 2008 1,479.0 1,257.4
January 2009 1,391.5 1,292.3
February 2009 1,532.8 1,368.7
March 2009 1,570.1 1,334.8
April 2009 1,378.3 1,277.0
May 2009 1,277.0 1,232.9
June 2009 (through June 19, 2009) 1,269.0 1,232.1

Source: Federal Reserve Bank of New York.

(1) The average rates for the annual periods were calculated based on the average noon buying rate on the last day of each month (or portion thereof) during the period. ~~The average rate for the monthly periods were calculated based on the average noon buying rate of each day of the month (or portion thereof).~~

7

On June ~~27, 2008,~~19, 2009, the noon buying rate was Won ~~1,041.8~~1,264.2 to US$1.00.


*Item 3.B.*	*Capitalization and Indebtedness*

Not applicable.


*Item 3.C.*	*Reasons for the Offer and Use of Proceeds*

Not applicable.


*Item 3.D.*	*Risk Factors*

Competition may reduce our market share and harm our results of operations and financial condition.

We face substantial competition ~~in the~~across all our businesses, including our wireless telecommunications ~~sector~~business, in Korea. We expect competition to intensify as a result of consolidation of market leaders and the development of new technologies, products and services. We expect that such trends will continue to put downward pressure on the prevailing tariffs we can charge our subscribers. Also, continued competition from the other wireless and fixed-line service providers has resulted in, and may continue to result in, a substantial level of deactivations among our subscribers. Subscriber deactivations, or churn, may significantly harm our business and results of operations. ~~For 2007,~~In 2008, the churn rate in our ~~churn rate~~wireless business ranged from 2.0% to ~~3.2%~~3.6%, with an average churn rate of ~~2.6%~~2.7%, compared to an average churn rate of ~~2.0% for 2006. We cannot assure you that~~2.6% in 2007. Intensification of competition in the future may cause our churn rates ~~will not increase in the future.~~to increase. In addition, increased competition may cause our marketing expenses to increase as a

percentage of sales, reflecting higher advertising expenses and other costs of new marketing activities, which may need to be introduced to attract and retain subscribers.

Prior to April 1996, we were the only wireless telecommunications service provider in Korea. Since then, several new providers have entered the market, offering wireless voice and data services that compete directly with our own. Together, these providers had a market share of approximately 49.5%, in terms of numbers of wireless service subscribers, as of December 31, ~~2007.~~2008. Furthermore, in 2001, the Government awarded three companies the licenses to provide high-speed third generation, or 3G, wireless telecommunications services. In Korea, this 3G license is also known as the “IMT-2000” license. IMT-2000 is the global standard for 3G wireless communications, as defined by the International Telecommunication Union, an organization established to standardize and regulate international radio and telecommunications. One of these licenses was awarded to our former subsidiary, SK IMT Co., Ltd., which was merged into us on May 1, 2003, and the other two licenses were awarded to consortia led by or associated with KT Corporation, Korea’s principal fixed-line operator ~~and the parent of~~that recently merged with KT Freetel Co., Ltd., or KTF, one of our principal wireless competitors before the merger, and to LG Telecom, Ltd., or LGT. In addition, our wireless voice businesses compete with Korea’s fixed-line operators, and our wireless Internet businesses compete with providers of fixed-line data and Internet services.

Since 2000, there has been considerable consolidation in the wireless telecommunications industry, resulting in the emergence of stronger competitors. In 2000, KT Corporation acquired a 47.9% interest in Hansol M.Com (formerly Hansol PCS Co., Ltd.), which was then the fifth largest wireless operator in terms of numbers of wireless service subscribers. Hansol M.Com subsequently changed its name to KT M.Com and merged into KTF in May 2001. In May 2002, the Government sold its remaining 28.4% stake in KT Corporation. In June 2009, KTF merged into KT Corporation, which had held a ~~53.0%~~54.25% interest in KTF ~~as of December 31, 2007.~~before the merger. Such consolidation has created large, well-capitalized competitors with substantial financial, technical, marketing and other resources to respond to our business offerings. Future business combinations and alliances in the telecommunications industry may also create significant new competitors or enhance the abilities of our competitors to offer more competitive bundling services and could harm our business and results of operations.

In addition, in March 2006 the MIC partially lifted, and in March 2008 the KCC fully lifted, the prohibition on the provision of handset subsidies, which had been in place since June 2000. See “— Our businesses are subject to extensive Government regulation and any change in Government policy relating to the telecommunications industry could have a material adverse effect on our results of operations and financial condition”. ~~This recent decision~~These decisions by the MIC ~~has~~and the KCC have intensified competition among mobile service providers and may increase our marketing expenses relating to the provision of handset subsidies, which could, in turn, adversely affect our results of operations.

Furthermore, in 2007, the MIC announced a “road map” highlighting revisions in regulations to promote deregulation of the telecommunications industry. In accordance with the road map and pursuant to the Combined Sales Regulation, promulgated in May 2007, telecommunications service providers are now permitted to bundle their services, such as wireless data service, wireless voice service, broadband Internet access service and fixed-line telephone service, at a discounted rate; provided, however, that we and KT Corporation, which are designated as market-dominating business entities under the Telecommunications Business Act, allow other competitors to employ the services provided by us and KT Corporation, respectively, so that such competitors can provide similar discounted package services. ~~The road map also includes plans to amend~~In September 2007, the regulations ~~and provisions~~ under the Telecommunications Business Act were amended to permit licensed transmission service providers to offer local, domestic long-distance and international telephone services, as well as broadband Internet access and Internet phone services, without additional business licenses. ~~The proposed amendment is currently being considered by the KCC.~~ The introduction of bundled services may further increase competition in the telecommunications sector, as well as cause downward price pressure on the fees we charge for our services, which, in turn, may have a material adverse effect on our results of operations, financial position and cash flows.

We expect competition to intensify as a result of such consolidation, regulatory changes and as a result of the rapid development of new technologies, products and services. Our ability to compete successfully will depend on our ability to anticipate and respond to various competitive factors affecting the industry, including new services that may be introduced, changes in consumer preferences, economic conditions and discount pricing strategies by competitors.

Inability to successfully implement or adapt our network and technology to meet the continuing technological advancements affecting the wireless industry will likely have a material adverse effect on our financial condition, results of operation, cash flows and business.

The telecommunications industry has been characterized by ~~continuous~~continual improvement and advances in technology and this trend is expected to continue. For example, we and our competitors have implemented technology upgrades from basic code division multiple access, or CDMA, networks to more advanced high-speed wireless telecommunications networks based on CDMA 1xRTT and CDMA 1xEV-DO technology. Korean wireless telecommunications companies, including us, have also implemented newer technologies such as wide-band code division multiple access, or WCDMA, which is the 3G technology implemented by us. In 2005, we began to upgrade our WCDMA network to support high-speed downlink packet access, or HSDPA, technology. HSDPA, which represents an evolution of the WCDMA standard, is a more advanced 3G technology than the initial WCDMA technology we implemented and is sometimes referred to as “3.5G” technology. Our HSDPA-capable WCDMA network, which was completed in March 2007, supports data transmission services at significantly higher data transmission speeds than our basic CDMA, CDMA 1xRTT and CDMA 1xEV-DO networks. We are currently further upgrading our WCDMA network to support even more advanced high-speed uplink packet access, or HSUPA, technology. The more successful operation of a 3G network by a competitor, including better market acceptance of a competitor’s 3G-based services, could materially and adversely affect our existing wireless businesses as well as the returns on future investments we may make in our 3G network or our other businesses.

In addition, in March 2005, we also obtained a license from the MIC to provide wireless broadband ~~internet,~~Internet, or WiBro, services. WiBro enables us to offer high-speed and large-packet data services, including wireless broadband Internet access to portable computers and other portable devices, but does not support voice transmission. We commercially launched WiBro service in June 2006, initially to 24 “hot zone” areas, which are neighborhoods and districts that we have determined to be high-data traffic areas, in seven cities in Korea. By the end of ~~2007,~~2008, we had extended WiBro service to “hot zone” areas in 2342 cities throughout Korea. In ~~2008,~~2009, we plan to expand WiBro service to hot zone areas in 4284 cities. Beyond ~~2008,~~2009, our WiBro expansion plans will depend, in part, on subscriber demand for WiBro services. As the implementation of WiBro service in Korea is relatively new, we cannot assure you that there will be sufficient demand for our WiBro services. Our WiBro services may not be commercially successful if market conditions are unfavorable or service demand is weak.

For a more detailed description of our backbone networks, see “Item 4.B. Business Overview — Digital Cellular Network”.

Our business could also be harmed if we fail to implement, or adapt to, future technological advancements in the telecommunications sector in a timely manner.

Implementation of 3G and WiBro technologies has required, and may continue to require, significant capital and other expenditures, which we may not recoup.

We have invested significant capital and resources to develop and implement our 3G technologies, including investments related to the commercial development of WCDMA technology and the build-out of our WCDMA network. ~~We completed nationwide expansion of our WCDMA network, which is fully HSDPA-capable,~~In 2008, we invested Won 904.8 billion in ~~the first quarter of 2007. In 2007, our~~ capital expenditures related to expansion and upgrade of our WCDMA ~~network amounted to Won 1,044.3 billion.~~network. We also expect to devote additional capital resources in ~~2008~~2009 to enhance our 3G service quality and increase our WCDMA network capacity, including through the installation of additional small cell sites and cellular repeaters to improve reception quality in subterranean areas, buildings or any remaining “blind spots” where reception quality may not be optimal, as well as the implementation of HSUPA upgrades to our WCDMA network. We expect our WCDMA network to be fully HSUPA-capable by the end of 2009. HSUPA technology represents yet the next stage in the evolution of the WCDMA standard. The HSUPA upgrades may be accomplished through relatively simple channel card replacements at relatively low cost.capacity. For a more detailed description of our backbone networks, see “Item 4.B. Business Overview — Digital Cellular Network”.

~~We cannot assure you that~~The demand for our 3G services ~~will~~may not be sufficient to recoup our aggregate capital expenditures in developing and implementing our 3G technologies, including costs related to the procurement of our IMT-2000 license and construction of our WCDMA network. Also, ~~we cannot assure you that~~ there ~~will~~may not be sufficient demand for our 3G services, as a result of competition or otherwise, to permit us to recoup or profit from our investment.

We have also made, and intend to continue to make, capital investments to develop and launch our WiBro services. In ~~addition to the initial Won 117.0 billion WiBro license fee we paid to the MIC in March 2005,~~2008, we spent Won ~~153.6~~404.8 billion in capital expenditures ~~in 2007~~ to build and expand our WiBro network. We plan to spend additional amounts to expand our WiBro network in ~~2008,~~2009, and may make further capital investments related to our WiBro service in the future. Our WiBro-related investment plans are subject to change, and will

depend, in part, on market demand for WiBro services, the competitive landscape for provision of such services and the development of competing technologies. We cannot assure you that there will be sufficient demand for our WiBro services, as a result of competition or otherwise, to permit us to recoup or profit from our WiBro-related capital investments. KT Corporation ~~commercial~~commercially launched its WiBro service in 2006. The more successful operation of a WiBro network by KT Corporation, or another competitor, including better market acceptance of a competitor’s WiBro services, could also materially and adversely affect our business.

Our growth strategy calls for significant investments in new businesses and regions, including businesses and regions in which we have limited experience.

As a part of our growth strategy, we plan to selectively seek business opportunities abroad. In February 2005, we established a joint venture company, UNISK Information Technology Co., Ltd., with China Unicom Ltd. (“China Unicom”), China’s second largest mobile operator, to market and offer wireless data ~~service~~services in China. In July 2006, we also acquired US$1 billion in aggregate principal amount of China Unicom’s convertible bonds, which, in August 2007, we converted into a 6.6% equity interest in China Unicom. In ~~May~~October 2008, China Unicom ~~announced that it may merge~~merged with China ~~NetCom,~~Netcom Group Corporation (Hong Kong) Limited, a leading broadband communications and fixed-line telecommunications operator in China. InAs a result of the ~~event the~~ merger, ~~is consummated, we expect~~ our equity interest in China Unicom, ~~to decrease~~which is the surviving entity after the merger, decreased to 3.8% from 6.6%. We also have ongoing projects in Vietnam. In addition, in May 2006 our subsidiary, HELIO, launched cellular voice and data services across the United States. In ~~June~~August 2008, ~~we and~~together with EarthLink Inc., our joint venture partner in HELIO, ~~entered into an agreement with~~we sold our equity interest in HELIO to Virgin Mobile USA, Inc., a provider of wireless communications services in the United States that was founded as a joint venture between Sprint Nextel and ~~certain of its affiliates, pursuant to which~~the Virgin ~~Mobile USA, Inc. and certain of its affiliates agreed to acquire our aggregate equity interest in HELIO~~Group, in exchange for limited partnership units inof Virgin Mobile USA, L.P. (Virgin Mobile USA, Inc.’s operating company), ~~subject~~equivalent to ~~regulatory approvals.~~11 million shares of Virgin Mobile USA, Inc.’s Class A common stock (valued at approximately US$31 million at the time of sale). In ~~June 2008,~~addition, we ~~also agreed to invest~~invested US$25 million ~~to acquire~~of equity capital in Virgin Mobile USA, Inc. in exchange for mandatory convertible preferred stock, convertible into ~~common stock of~~ Virgin Mobile USA, Inc.’s Class A common stock. In connection with our investment in HELIO, we have recognized a cumulative loss of Won 346 billion through the end of 2008. See “Item 4.B. Business Overview — Our Business Strategy — Global Business — United States” for more information regarding our

investments in HELIO and Virgin Mobile USA, Inc. These global businesses may require further investment from us. We continue to seek other opportunities to expand our business abroad, particularly in Asia and the United States, as such opportunities present themselves. For a more detailed description of our investments in our global business, see “Item 4.B. Business Overview — Our Services — Global Business”.

We have also pursued convergence growth opportunities. For example, in March 2008, we completed the acquisition of an additional equity stake in ~~hanarotelecom,~~SK Broadband, Korea’s second-largest fixed-line operator, for approximately Won 1.1 trillion and currently hold a 43.4% equity stake in the company. While we are hoping to benefit from a range of synergies from this acquisition, including by offering our customers bundled fixed-line and mobile telecommunications services, we may not be able to realize those expected benefits in the near term, or at all. In particular, we may experience difficulties in integrating ~~hanarotelecom’s~~SK Broadband’s fixed-line telecommunications and broadband Internet services with our existing products and services and we may be unsuccessful in retaining ~~hanarotelecom’s~~SK Broadband’s existing customers. In addition, insince April ~~and May~~ 2008, ~~more than 3,000~~ customers of SK Broadband have filed ~~a lawsuit~~lawsuits against ~~hanarotelecom with~~SK Broadband in the Seoul Central District ~~court~~Court, alleging that ~~hanarotelecom~~SK Broadband had violated customers’ privacy, and an investigation against ~~hanarotelecom~~SK Broadband was initiated by the Seoul Central Prosecutor’s Office, the KCC and the Korea Trade Commission. In connection with ~~this~~its investigation, ~~on June 24, 2008,~~ the KCC suspended ~~hanarotelecom~~SK Broadband from soliciting new subscribers tofor its broadband Internet services for a period of 40 days from July 1, 2008 and, in addition, imposed an administrative fine of Won ~~180 million on~~178 million. As of April 23, 2009, the ~~grounds that hanarotelecom had violated~~number of plaintiffs was 23,591 and the ~~Telecommunication Business Act~~aggregate amount of damages claimed by such plaintiffs was approximately Won 24.2 billion. The case is currently pending before the Seoul Central District Court. An adverse outcome of the litigation may damage the reputation and ~~standard customer contracts. hanarotelecom has the right to file an administrative appeal within 90 days~~business of ~~this ruling.~~SK Broadband. For more information regarding this lawsuit, see “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings — ~~Hanarotelecom~~SK Broadband Litigation”.

We believe that we must continue to make significant investments to build, develop and broaden our existing businesses, including by developing and improving our wireless data, multimedia, mobile commerce and Internet services. We will need to respond to market and technological changes and the development of services which we

may have little or no experience in providing. Entering into these new businesses and regions in which we have limited experience may require us to make substantial investments and, in spite of such investments, we may still be unsuccessful in these efforts to expand and diversify. We cannot assure you that we will be able to recoup or profit from our investments in new businesses and regions. In addition, when we enter into these businesses and regions with partners through joint ventures or other strategic alliances, we and those partners may have disagreements with respect to strategic directions or other aspects of business, or may otherwise be unable to coordinate or cooperate with each other, any of which could materially and adversely affect our operations in such businesses and regions.

Due to the existing high penetration rate of wireless services in Korea, we are unlikely to maintain our subscriber growth rate, which could adversely affect our results of operations.

According to data published by the ~~MIC~~KCC and our population estimates based on historical data published by the National Statistical Office of Korea, the penetration rate for the Korean wireless telecommunications service industry as of December 31, ~~2007~~2008 was approximately ~~89.8%~~93.8%, which is high compared to many industrialized countries. Therefore, it is unlikely that the penetration rates for wireless telecommunications service in Korea will grow significantly. As a result of the already high penetration rates in Korea for wireless services coupled with our ~~large~~leading market share, we expect our subscriber growth rate to decrease. Slowed growth in penetration rates without a commensurate increase in revenues through the introduction of new services and increased use of our services by existing subscribers would likely have a material adverse effect on our financial condition, results of operations and cash flows.

Our business and results of operations may be adversely affected if we fail to acquire adequate additional spectrum or use our bandwidth efficiently to accommodate subscriber growth and subscriber usage.

One of the principal limitations on a wireless network’s subscriber capacity is the amount of spectrum available for use by the system. We have been allocated 2 x 22.5 MHz of spectrum in the 800 MHz band. As a result of bandwidth constraints, our CDMA 1xRTT network is currently operating near its capacity in the Seoul metropolitan area, although capacity constraints are not as severe for transmissions utilizing CDMA 1xEV-DO technology. While we believe that we can address this issue through system upgrades and efficient allocation of bandwidth, inability to address such capacity constraints in a timely manner may adversely affect our business, results of operations, financial position and cash flows.

The growth of our wireless data businesses has been a significant factor in the increased utilization of our bandwidth, since wireless data applications are generally more bandwidth-intensive than voice services. This trend has been offset in part by the implementation of CDMA 1xEV-DO upgrades to our CDMA 1xRTT network and, more recently, the completion of our HSDPA-capable WCDMA network, which both enable more efficient usage of our bandwidth than was possible on our basic CDMA and CDMA 1xRTT networks. However, if the current trend of increased data transmission use by our subscribers continues, or the volume of the multimedia content we offer through our wireless data services substantially grows, our bandwidth capacity requirements are likely to increase. In the event we are unable to maintain sufficient bandwidth capacity, our subscribers may perceive a general slowdown of wireless services. Growth of our wireless business will depend in part upon our ability to manage effectively our bandwidth capacity and to implement efficiently and in a timely manner new bandwidth-efficient technologies if they become available. We cannot assure you that bandwidth constraints will not adversely affect the growth of our wireless business.

We may have to make further financing arrangements to meet our capital expenditure requirements and debt payment obligations.

As a network-based wireless telecommunications provider, we have had, and expect to continue to have, significant capital expenditure requirements as we continue to build out, maintain and upgrade our networks. We ~~estimate that we will spend approximately~~spent Won ~~1.75 trillion~~2,236.9 billion for capital expenditures in 2008 and we expect to spend a similar amount for capital expenditures in 2009 for a range of projects, including investments in our backbone networks (and expansion of our WiBro network in particular), investments to improve our WCDMA network-based products and services, investments in our wireless Internet-related and convergence businesses and funding for mid- to long-term research and development projects, as well as other initiatives, primarily related to our ongoing businesses and

in the ordinary course. In ~~2008,~~2009, we plan to continue HSUPA upgrades to our WCDMA network, as well as expand our WiBro service to “hot zone” areas in 4284 cities. For a more detailed discussion of our capital expenditure plans and a discussion of other factors that may affect our future capital expenditures, see “Item 5.B. Liquidity and Capital Resources”.

At December 31, ~~2007,~~2008, we had approximately Won ~~818.2~~2,118 billion in contractual payment obligations due in ~~2008~~2009 of which almost all involve repayment of debt obligations. See “Item 5.F. Tabular Disclosure of Contractual Obligations”.

We have not arranged firm financing for all of our current or future capital expenditure plans and contractual payment obligations. We have, in the past, obtained funds for our proposed capital expenditure and payment obligations from various sources, including our cash flow from operations as well as from financings, primarily debt and equity financings. Any material adverse change in our operational or financial condition could impact our ability to fund our capital expenditure plans and contractual payment obligations. Inability to fund such capital expenditure requirements may have a material adverse effect on our financial condition, results of operations and business. In addition, although we currently anticipate that the capital expenditure levels estimated by us will be adequate to meet our business needs, such estimates may need to be adjusted based on developments in technology and markets. In the event we are unable to meet any such increased expenditure requirements or to obtain adequate financing for such requirements, on terms acceptable to us, or at all, this may have a material adverse effect on our financial condition, results of operations and business.

Termination or impairment of our relationship with a small number of key suppliers for network equipment and for leased lines could adversely affect our results of operations, financial position and cash flows.

We purchase wireless network equipment from a small number of suppliers. We purchase our principal wireless network equipment from Samsung Electronics Co., Ltd. and LG Nortel Co., Ltd. To date, we have purchased substantially all of the equipment for our CDMA 1xRTT and CDMA 1xEV-DO networks from Samsung Electronics and substantially all of the equipment for our WCDMA network, including the software and firmware used to implement HSDPA and HSUPA upgrades, from Samsung Electronics and LG Nortel. In addition, to date, we have purchased substantially all of the equipment for our WiBro network from Samsung Electronics. We believe Samsung Electronics currently manufactures approximately half of the wireless handsets sold to our subscribers. Although other manufacturers sell the equipment we require, sourcing such equipment from other manufacturers could result in unanticipated costs in maintenance and upkeep of the CDMA 1xRTT, CDMA 1xEV-DO and WCDMA networks, as well as in the planned expansion of our WiBro network. Inability to obtain the needed

equipment for our networks in a timely manner may have an adverse effect on our business, financial condition, results of operations and cash flows.

In addition, we rely on KT Corporation and SK Networks to provide a substantial majority of the transmission lines we lease. For a more detailed discussion of the lines we lease from fixed-line operators, see “Item 4.B. Business Overview — Digital Cellular Network — Network Infrastructure”. In May 2009, we entered into an agreement with SK Networks to purchase its leased line business for Won 892.85 billion. The purchase remains subject to regulatory approvals and approval by shareholders of SK Networks. In addition, we will also assume Won 627.8 billion of debt as part of the transaction.

We cannot assure you that we will be able to continue to obtain the necessary equipment from one or more of our suppliers. Any discontinuation or interruption in the availability of equipment from our suppliers for any reason could have an adverse effect on our results of operations. Inability to lease adequate lines at commercially reasonable rates may impact the quality of the services we offer and may result in damage to our reputation and our business.

Our businesses are subject to extensive Government regulation and any change in Government policy relating to the telecommunications industry could have a material adverse effect on our results of operations, financial condition and cash flows.

All of our businesses are subject to extensive governmental supervision and regulation. The MIC has periodically reviewed the tariffs charged by wireless operators and has, from time to time, suggested tariff reductions. Although these suggestions are not binding, we have in the past implemented some degree of tariff reductions in response to MIC recommendations. After discussions with the MIC, effective September 1, 2004, we reduced our monthly plan-based fees by 7.1%. In addition, after discussions with the MIC, we began to provide Caller ID service to our customers free of charge from January 1, 2006. ~~In addition, after~~After discussions with the MIC, ~~effective September 1, 2004, we reduced our monthly plan-based fees by 7.1%. Based on the MIC’s recommendation,~~ in January 2007 we and other wireless telecommunications providers, including KTF and LGT, reduced usage fees for wireless Internet services by 30%. and, in January 2008 we and other wireless telecommunications providers, including KTF and LGT, reduced the usage fees for short text message service, or SMS, from Won 30 per message to Won 20 per message.

The Government also plays an active role in the selection of technology to be used by telecommunications operators in Korea. The MIC adopted the WCDMA and CDMA2000 technologies as the only standards available in Korea for implementing 3G services. The KCC may impose similar restrictions on the choice of technology used in future telecommunications services and it is possible that technologies promoted by the Government in the future may not provide the best commercial returns for us. In addition, the KCC may revoke our licenses or suspend any of our businesses if we fail to comply with its rules, regulations and corrective orders, including the rules restricting beneficial ownership and control and corrective orders issued in connection with any violation of rules restricting beneficial ownership and control or any violation of the conditions of our licenses. We believe we are currently in compliance with the material terms of all our cellular licenses, including our IMT-2000 and WiBro licenses.

Furthermore, the Government sets the policies regarding the use of radio frequencies and allocates the spectrum of radio frequencies used for wireless telecommunications. In December 2008, the KCC announced its plan to reallocate 20 MHz of spectrum in the 800 MHz band that we are currently using to other service providers in June 2011. The KCC’s plan also contemplates new allocations of 20 MHz of spectrum in the 900 MHz band, 40MHz of spectrum in the 2.1 GHz band and 27MHz of spectrum in the 2.3 GHz band for wireless telecommunication services. While we do not believe the reallocation of spectrum will materially impact our ability to maintain sufficient bandwidth capacity, the reallocation and new allocation of the spectrum to our existing or new competitors could increase competition among wireless service providers, which may have an adverse effect on our business.

Our wireless telecommunications services depend, in part, on our interconnection arrangements with domestic and international fixed-line and other wireless networks. Our interconnection arrangements, including the interconnection rates we pay and interconnection rates we charge, affect our revenues and operating results. The KCC determines the basic framework for interconnection arrangements, including interconnection policies relating to interconnection rates in Korea, and the MIC has changed this framework several times in the past. We cannot assure you that we will not be adversely affected by future changes in the KCC’s interconnection policies. See “Item 4.B. Business Overview — Interconnection — Domestic Calls”.

In January 2003, the MIC announced its plan to implement number portability with respect to wireless telecommunications service in Korea. The number portability system allows wireless subscribers to switch wireless service operators while retaining the same mobile phone number. In addition, in order to manage the availability of phone numbers efficiently and to secure phone number resources for the new services, the MIC has required all new subscribers to be given numbers with the ‘010’ prefix starting January 2004, and it has been gradually retracting the mobile service identification numbers which had been unique to each wireless telecommunications service provider, including ‘011’ for our cellular services. We believe that the use of the common prefix identification system has posed, and continues to pose, a greater risk to us compared to the other wireless telecommunications providers because, historically, ‘011’ has had high brand recognition in Korea as the premium wireless telecommunications service. The MIC’s adoption of the number portability system has resulted in and could continue to result in a deterioration of our market share as a result of weakened customer loyalty, increased competition among wireless service providers and higher costs of marketing as a result of maintaining the number portability system,

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increased subscriber deactivations and increased churn rate, all of which had, and may continue to have, an adverse effect on our results of operations. See “Item 5. Operating and Financial Review and Prospects” and “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Number Portability”.

In the past, wireless telecommunications service providers provided handsets at below retail prices to attract new subscribers, offsetting a significant portion of the cost of handsets. The rapid growth in penetration rate in past years can, at least in part, be attributed to such subsidies on handsets given to new subscribers. During the period between June 2000 and March 2008, the MIC prohibited all wireless telecommunications service providers, subject to certain exceptions stipulated in the Telecommunications Business Act, from providing any such handset subsidies. The MIC has, on several occasions between March 2002 and February 2008, imposed various types of sanctions and fines against us and the other wireless service providers for violating restrictions on providing handset subsidies and other activities that were deemed to be disruptive to fair competition. We paid the fines and believe that we have complied in all material respects with the other sanctions imposed by the MIC. For details on these and other Government penalties, see “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings”. Beginning in March 2006 the MIC partially lifted, and, in March 2008 fully lifted, its prohibition on the provision of handset subsidies. We currently provide subsidies of between Won ~~130,000~~20,000 to Won ~~170,000~~130,000 to subscribers who enter into long-term subscription agreements of one to two years. As a result of the Government’s recent decision to allow handset subsidies, we have faced increased competition from other mobile service providers. The provision of handset subsidies has increased, and may continue to increase, our marketing expenses, which in turn, has had, and may continue to have, a material adverse effect on our results of operations.

In addition, the KCC may revoke our licenses or suspend any of our businesses if we fail to comply with its rules, regulations and corrective orders, including the rules restricting beneficial ownership and control ~~and corrective orders issued in connection with any violation of rules restricting beneficial ownership and control~~ or any violation of the conditions of our licenses. Alternatively, in lieu of suspension of our business, the KCC may levy a monetary penalty of up to 3% of the average of our annual revenue for the preceding three fiscal years. The revocation of our cellular licenses, suspension of our business or imposition of monetary penalties by the KCC could have a material adverse effect on our business. We believe we are currently in compliance with the material terms of all our cellular licenses.

We are subject to additional ~~regulation~~regulations as a result of our dominant market position in the wireless telecommunications sector, which could harm our ability to compete effectively.

The KCC’s policy is to promote competition in the Korean telecommunications markets through measures designed to prevent a dominant service provider in a telecommunications market from exercising its market power to prevent the emergence and development of viable competitors. We are currently designated by the KCC as the “market dominant service provider” in respect of our wireless telecommunications business. As such, we are subject to additional ~~regulation~~regulations to which certain of our competitors are not subject. For example, under current Government regulations, we must obtain prior approval from the KCC to change our existing rates or introduce new rates while our competitors may generally change their rates or introduce new rates at their discretion. See “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Rate Regulation”. We could also be required by the KCC to charge higher usage rates than our competitors for future services. In addition, we were required to introduce number portability earlier than our competitors, KTF and LGT. The MIC also awarded the IMT-2000 license to provide 3G services to LGT at a fee lower than our license fee and on terms generally more favorable than the terms of our license.

We qualify as a “market-dominating business entity” under the Fair Trade Act. The Fair Trade Commission of Korea, or the FTC, approved our acquisition of Shinsegi on various conditions, one of which was that our and Shinsegi’s combined market share of the wireless telecommunications market, based on numbers of subscribers, be less than 50% as of June 30, 2001. In order to satisfy this condition, we reduced the level of our subscriber activations and adopted more stringent involuntary subscriber deactivation policies beginning in 2000 and ceased accepting new subscribers from April 1, 2001 through June 30, 2001. ~~Although~~While we ~~were~~are no longer subject to any market share limitations, ~~we voluntarily undertook~~our strategy is to ~~limit our market share to 52.3%, the level of~~maintain our market share at the ~~time of the approval of our merger with Shinsegi in January 2002, until the end of 2007.~~current levels. We can give no assurance that the Government will not impose restrictions on our market share in the future or that we will not

undertake to voluntarily restrict our market share in the future. If we are subject to market share limitations in the future, our ability to compete effectively will be impeded.

The additional regulation to which we are subject has affected our competitiveness in the past and may materially hurt our profitability and impede our ability to compete effectively against our competitors in the future.

~~Financial difficulties and charges of financial statement irregularities at our affiliate, SK Networks (formerly SK Global), may cause disruptions in our business.~~

Charges of financial statement irregularities by certain directors and executives at our affiliate SK Networks culminated in the resignation of four of our board members and executives in March 2004, although none of these resignations were related to any allegations of wrongdoing in connection with their role in our business. We were not implicated in any of the charges against SK Networks’ management. However, continuing financial difficulties at SK Networks could result in our having to look for alternative sources for handset distribution and fixed network line needs. In February, 2004, Mr. Kil Seung Son and Mr. Tae Won Chey, both of whom served on our board of directors at the time, were each sentenced to three-year prison terms by the Court of First Instance (which terms were suspended for five years by the Appellate Court) in connection with allegations of financial misconduct at SK Networks. In connection with such allegations, Mr. Kil Seung Son and Mr. Tae Won Chey resigned from our board of directors. The sentence of the Court of First Instance was affirmed by the Supreme Court in May 2008. See “Item 6.A. Directors and Senior Management — Involvement In Certain Legal Proceedings”.

In March 2003, the principal creditor banks of SK Networks commenced corporate restructuring procedures against SK Networks after the company announced that its financial statements understated its total debt by Won 1.1 trillion and overstated its profits by Won 1.5 trillion. In November 2003, SK Networks underwent a capital reduction and sold approximately Won 1 trillion of its assets as part of its restructuring plan, and SK Holdings Co., Ltd. (formerly known as SK Corporation) approved a Won 850 billion~~debt-for-equity~~ swap. See “Item 7.A. Major Shareholders” for more information regarding the corporate reorganization of the entity formerly known as SK Corporation. SK Networks graduated from its debt restructuring program in April 2007.

SK Networks also serves as a distributor of handsets manufactured by third parties to our nationwide network of dealers. SK Networks was also the exclusive distributor of all of the handsets sold by our former subsidiary, SK Teletech, prior to our sale of the company to Pantech & Curitel in July 2005. Samsung Electronics Co., Ltd., LG Electronics Inc., Motorola Korea, Inc. and Pantech & Curital suspended their supply handsets to SK Networks for two to three weeks in April 2003 because of the credit risk of SK Networks. In May 2003, all suppliers resumed their supply of handsets on the condition that payment on their mobile phones be made in cash within one week of delivery. Although we believe that handset manufacturers will be able to find another distributor to replace SK Networks in the event SK Networks is no long able to distribute handsets, there may be difficulties in efficiently distributing handsets to our subscribers and other customers in the short term.

In addition, as of December 31, 2007, we leased a majority of our leased lines from SK Networks. For a more detailed discussion of the lines we lease from fixed-line operators, see “Item 4.B. Business Overview — Digital Cellular Network — Network Infrastructure”. If there is a material disruption of SK Networks’ ability to maintain and operate this business due to its financial difficulties, we may need to seek alternative sources, which may result in a disruption of our services in the short term, which, in turn, may have a material adverse effect on our business.

Concerns that radio frequency emissions may be linked to various health concerns could adversely affect our business and we could be subject to litigation relating to these health concerns.

In the past, allegations that serious health risks may result from the use of wireless telecommunications devices or other transmission equipment have adversely affected share prices of some wireless telecommunications companies in the United States. We cannot assure you that these health concerns will not adversely affect our business. Several class action and personal injury lawsuits have been filed in the United States against several wireless phone manufacturers and carriers, asserting product liability, breach of warranty and other claims relating to radio transmissions to and from wireless phones. Certain of these lawsuits have been dismissed. We could be subject to liability or incur significant costs defending lawsuits brought by our subscribers or other parties who claim to have been harmed by or as a result of our services. In addition, the actual or perceived risk of wireless

telecommunications devices could have an adverse effect on us by reducing our number of subscribers or our usage per subscriber.

Korea is our most important market, and our current business and future growth could be materially and adversely affected if economic conditions in Korea deteriorate.

We are incorporated in Korea and a significant portion of our operations is based in Korea. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea. ~~The economic indicators in Korea in recent years have shown mixed signs,~~Recent difficulties affecting the U.S. and ~~future growth of the Korean economy is subject to many factors beyond our control. Events related to the terrorist attacks~~global financial sectors, adverse conditions and volatility in the ~~United States on September 11, 2001, recent developments~~U.S. and worldwide credit and financial markets, fluctuations in ~~the Middle East including the war in Iraq~~oil and ~~its aftermath, higher oil~~commodity prices and the general weakness of the U.S. and global ~~economy due in part to problems with the U.S. housing market and the reduced availability of credit in the U.S.~~economies have increased the uncertainty of global economic prospects in general and ~~may continue to~~have adversely ~~affect~~affected the global and Korean ~~economy.~~economies. Any future deterioration of the Korean and global economy could adversely affect our business, financial condition, results of operations and cash flows.

Developments that could have an adverse impact on Korea’s economy include:


	•	~~a slowdown~~continuing difficulties in ~~consumer spending~~the housing and financial sectors in the United States and elsewhere and the ~~overall economy;~~resulting adverse effects on the global financial markets;

	•	adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. dollar or Japanese yen exchange rates or revaluation of the Chinese renminbi), interest rates orand stock markets;

	•	substantial decreases in the market prices of Korean real estate;

	•	increasing delinquencies and credit defaults by consumer and small and medium sized enterprise borrowers;

	•	declines in consumer confidence and a slowdown in consumer spending;

	•	adverse developments in the economies of countries that are important export markets for Korea, such as the United States, Japan and China, or in emerging market economies in Asia or elsewhere;

	•	the continued emergence of the Chinese economy, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of the manufacturing ~~bases~~base from Korea to China);

	•	social and labor unrest;

	•	a decrease in tax revenues and a substantial increase in the Government’s expenditures for fiscal stimulus measures, unemployment compensation and other economic and social programs that, together, would lead to an increased government budget deficit;

	•	financial problems or lack of progress in the restructuring of Korean conglomerates, other large troubled companies, their suppliers or the financial sector;


	•	loss of investor confidence arising from corporate accounting irregularities and corporate governance issues at certain Korean conglomerates;

	•	the economic impact of any pending or future free trade agreements, including the Free Trade Agreement recently negotiated with the United States;

	•	~~social and labor unrest;~~

	•	~~substantial decreases in the market prices of Korean real estate;~~

	•	a decrease in tax revenues and a substantial increase in the Government’s expenditures for unemployment compensation and other social programs that, together, would lead to an increased government budget deficit;

	•	~~financial problems or lack of progress in restructuring Korean conglomerates, other large troubled companies, their suppliers or the financial sector;~~

	•	~~loss of investor confidence arising from corporate accounting irregularities and corporate governance issues of certain Korean conglomerates;~~

	•	geo-political uncertainty and risk of further attacks by terrorist groups around the world;

	•	the recurrence of severe acute respiratory syndrome, or SARS, or an outbreak of avian flu in Asia and other parts of the world;

	•	deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from trade disputes or disagreements in foreign policy;

	•	political uncertainty or increasing strife among or within political parties in Korea;

	•	hostilities involving oil producing countries in the Middle East and any material disruption in the supply of oil or increase in the price of oil; and

	•	an increase in the level of tension or an outbreak of hostilities between North Korea and Korea or the United States.

Disruptions in global credit and financial markets and the resulting governmental actions around the world could have a material adverse impact on our business and the ability to meet our funding needs, and could cause the market value of the common shares and ADSs to decline.

Global credit markets have been experiencing difficulties and volatility since the second half of 2008. The market uncertainty that started from the U.S. residential market further expanded to other markets such as those for leveraged finance, collateralized debt obligations and other structured products. These developments have resulted in significant contraction, de-leveraging and reduced liquidity in the global credit markets, as well as bankruptcy or acquisition of, and government assistance to, several major U.S. and European financial institutions, beginning with the bankruptcy filing of Lehman Brothers in September 2008. In response to such developments, legislators and financial regulators in the United States and other jurisdictions, including Korea, have implemented a number of policy measures designed to add stability to financial markets. However, the overall impact of these legislative and regulatory efforts on the global financial markets is uncertain, and they may not have the intended stabilizing effects. The U.S. Securities and Exchange Commission, other regulators, self-regulatory organizations and exchanges are authorized to take extraordinary actions in the event of market emergencies, and may effect changes in law or interpretations of existing laws.

We are exposed to risks related to changes in the global and Korean economic environments, changes in interest rates and instability in the global financial markets. As liquidity and credit concerns and volatility in the global financial markets increased significantly, the value of the Won relative to the Dollar has depreciated at an accelerated rate. Such depreciation of the value of the Won may adversely affect our business. See “— Depreciation of the value of the Won against the Dollar and other major foreign currencies may have a material adverse effect on our results of operations and the market value of the common shares and ADSs”. Furthermore, as a result of adverse global and Korean economic conditions, there has been a significant overall decline and continuing volatility in securities prices of Korean companies, including ours, which may result in trading and valuation losses on our trading and investment securities portfolio. The Korea Stock Price Index declined from 1,852.0 on May 30, 2008 to 1,363.8 on June 24, 2009. In addition, recent increases in credit spreads, as well as limitations on the availability of credit resulting from heightened concerns about the stability of the markets generally and the strength of counterparties specifically have led many lenders and institutional investors to reduce or cease providing funding to borrowers, which may negatively impact our liquidity and results of operation. Major market disruptions and the current adverse changes in market conditions and regulatory climate may further impair our ability to meet our desired funding needs. We cannot predict how long the current market conditions will last. These recent and developing economic and governmental factors may have a material adverse effect on our business and the ability to meet our funding needs, as well as negatively affect the market prices of the common shares and ADSs.

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Depreciation of the value of the Won against the Dollar and other major foreign currencies may have a material adverse effect on our results of operations and on the ~~prices~~market value of ~~our~~the common ~~stock~~shares and ~~the~~ ADSs.

During the period from January 2, 2008 through June 19, 2009, the value of the Won relative to the U.S. dollar declined by approximately 26%, due primarily to adverse economic conditions resulting from liquidity and credit concerns and volatility in the global credit and financial markets and repatriations by foreign investors of their investments in the Korean stock market. For historical exchange rate information, see “Item 3.A. Selected Financial Data — Exchange Rate”.

Substantially all of our revenues are denominated in Won. Depreciation of the Won may materially affect our results of operations because, among other things, it causes:


	•	an increase in the amount of Won required by us to make interest and principal payments on our foreign currency-denominated debt, which accounted for approximately ~~37.9%~~23% of our total consolidated long-term debt, including current portion, as of December 31, ~~2007;~~2008; and

	•	an increase, in Won terms, of the costs of equipment that we purchase from overseas sources which we pay for in Dollars or other foreign currencies.

Fluctuations in the exchange rate between the Won and the Dollar will affect the Dollar equivalent of the Won price of the shares of our common stock on the ~~Stock~~KRX KOSPI Market ~~Division~~ of the Korea Exchange, or the KRX ~~Stock~~KOSPI Market. These fluctuations also will affect:


	•	the amounts a registered holder or beneficial owner of ADSs will receive from the ADR depositary in respect of dividends, which will be paid in Won to the ADR depositary and converted by the ADR depositary into Dollars;

	•	the Dollar value of the proceeds that a holder will receive upon sale in Korea of the common shares; and

	•	the secondary market price of the ADSs.

~~For historical exchange rate information, see “Item 3.A. Selected Financial Data — Exchange Rate”.~~

Increased tensions with North Korea could have an adverse effect on us and the ~~prices~~market value of ~~our~~the common ~~stock~~shares and ~~the~~ ADSs.

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In recent years, there have been heightened security concerns stemming from North Korea’s nuclear weapons and long-range missile programs and increased uncertainty regarding North Korea’s actions and possible responses from the international community. In December 2002, North Korea removed the seals and surveillance equipment from its Yongbyon nuclear power plant and evicted inspectors from the United Nations International Atomic Energy Agency. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty. Since the renouncement, Korea, the United States, North Korea, China, Japan and Russia have held numerous rounds of six party multi-lateral talks in an effort to resolve issues relating to North Korea’s nuclear weapons program.

In addition to conducting test flights of long-range missiles, North Korea announced in October 2006 that it had successfully conducted a nuclear test, which increased tensions in the region and elicited strong objections worldwide. In response, the United Nations Security Council passed a resolution that prohibits any United Nations member state from conducting transactions with North Korea in connection with any large scale arms and material or technology related to missile development or weapons of mass destruction and from providing luxury goods to North Korea, imposes an asset freeze and travel ban on persons associated with North Korea’s weapons program, and calls upon all United Nations member states to take cooperative action, including through inspection of cargo to or from North Korea. In response, North Korea agreed in February 2007 at the six-party talks to shut down and seal the Yongbyon nuclear facility, including the reprocessing facility, and readmit international inspectors to conduct all necessary monitoring and verifications. In ~~October 2007, Korea and~~June 2008, North Korea ~~held~~demolished the cooling tower at its main reactor complex in Yongbyon. After reaching an agreement with North Korea on a ~~summit meeting~~series of measure to ~~discuss easing tensions~~verify North Korea’s efforts in dismantling its nuclear program, the United States provisionally rescinded the designation

of the North Korea as a State Sponsor of Terrorism, effective from October 11, 2008. However, on April 5, 2009, North Korea launched a long-range rocket over the Pacific Ocean, claiming that the launch intended to put an orbital satellite into space. The United States Northern Command issued a statement that North Korea’s long-range rocket flew over Japan, with its payload landing in the Pacific Ocean. On April 13, 2009, the United Nations Security Council unanimously passed a resolution that condemned North Korea for the launch and ~~fostering peace~~decided to tighten sanctions against North Korea. In response, North Korea announced on ~~the Korean peninsula. Mr. Lee Myung Bak, who became the President~~April 14, 2009 that it would permanently pull out of nuclear disarmament talks and restart its nuclear program. On May 25, 2009, North Korea ~~in February 2008, has~~ announced that ~~no further summit meetings will be held until~~it had successfully conducted a second nuclear test and test-fired three short-range, surface-to-air missiles. In response, the United Nations Security Council unanimously passed a resolution on June 12, 2009 that condemned North Korea ~~discontinues its~~for the nuclear ~~weapons program.~~test and tightened sanctions against North Korea.

There can be no assurance that the level of tension on the Korean peninsula will not escalate in the future. Any further increase in ~~tension, including~~tensions, which may occur, for example, if North Korea experiences a ~~breakdown of~~leadership crisis, high-level contacts ~~between Korea and North Korea~~break down or

~~occurrence of~~ military hostilities occur, could have a material adverse effect on our operations and the market value of ~~our~~the common ~~shares.~~shares and ADSs.

If SK Holdings causes us to breach the foreign ownership limitations on shares of our common stock, we may experience a change of control.

There is currently a 49% limit on the aggregate foreign ownership of our issued shares. Under an amendment to the Telecommunications Business Act, which became effective in May 2004, a Korean entity, such as SK Holdings, is deemed to be a foreign entity if its largest shareholder (determined by aggregating the shareholdings of such shareholder and its related parties) is a foreigner and such shareholder (together with the shareholdings of its related parties) holds 15% or more of the issued voting stock of the Korean entity. As of March 31, ~~2008,~~2009, SK Holdings owned 18,748,452 shares of our common stock, or approximately ~~23.09%~~23.22%, of our issued shares. If SK Holdings were considered to be a foreign shareholder, then its shareholding in us would be included in the calculation of our aggregate foreign shareholding and our aggregate foreign shareholding (based on our foreign ownership level as of March 31, ~~2008,~~2009, which we believe was ~~48.19%~~45.95%) would exceed the 49% ceiling on foreign shareholding. As of March 31, ~~2008,~~2009, a foreign investment fund and its related parties collectively held a ~~4.81%~~2.11% stake in SK Holdings. We could breach the foreign ownership limitations if the number of shares of our common stock or ADSs owned by other foreign persons significantly increases.

If our aggregate foreign shareholding limit is exceeded, the KCC may issue a corrective order to us, the breaching shareholder (including SK Holdings if the breach is caused by an increase in foreign ownership of SK Holdings) and the foreign investment fund and its related parties who own in the aggregate 15% or more of SK Holdings. Furthermore, if SK Holdings is considered a foreign shareholder, it may not exercise its voting rights with respect to the shares held in excess of the 49% ceiling, which may result in a change in control of us. In addition, the KCC may refuse to grant us licenses or permits necessary for entering into new telecommunications businesses until our aggregate foreign shareholding is reduced to below 49%. If a corrective order is issued to us by the KCC arising from the violation of the foregoing foreign ownership limit, and we do not comply within the prescribed period under such corrective order, the KCC ~~may~~may:


	•	revoke our business license;

	•	suspend all or part of our business; or

	•	if the suspension of business is deemed to result in significant inconvenience to our customers or to be detrimental to the public interest, impose a one-time administrative penalty of up to 3% of the average of our annual revenue for the preceding three fiscal years.

The amendment to the Telecommunications Business Act in May 2004 also authorizes the KCC to assess monetary penalties of up to 0.3% of the purchase price of the shares for each day the corrective order is not complied with, as well as a prison term of up to one year and a penalty of Won 50 million. For a description of further actions that the KCC could take, see “Item 4.B. Business Overview — Law and Regulation — Foreign Ownership and Investment Restrictions and Requirements”.

If our convertible notes are converted by foreign holders and the conversion would cause a violation of the foreign ownership restrictions of the Telecommunications Business Act, or in certain other circumstances, we may sell common stock in order to settle the converting holders’ conversion rights in cash in lieu of delivering common stock or ADSs to them, and these sales might adversely affect the market price of our common stock or ~~ADRs.~~ADSs.

In ~~May 2004,~~April 2009, we sold US$~~329.5~~332.528 million in ~~zero coupon~~1.75% convertible notes due ~~2009.~~2014. As of ~~March~~May 31, ~~2008,~~2009, these convertible notes were convertible by the holders into shares of our common stock at the rate of Won ~~204,636~~230,010 per share. These notes are held principally by foreign holders. If (1) the exercise by the holder of the conversion right would be prohibited by Korean law or we reasonably conclude that the delivery of common stock or ADSs upon conversion of these notes would result in a violation of applicable Korean law or (2) we do not have a sufficient number of shares of our common stock to satisfy the conversion right, then we will pay a converting holder a cash settlement payment. In such situations, we may sell such number of treasury shares held in trust for us that

corresponds to the number of shares of common stock that would have been deliverable in the absence of the 49% foreign shareholding restrictions imposed by the Telecommunications Business Act or other legal restrictions. The number of shares sold in these circumstances might be substantial. We cannot assure you that such sales would not adversely affect the market prices of our common stock or ADSs.

Sales of our shares by ~~companies in the~~ SK ~~Group,~~Holdings, POSCO and/or other large shareholders may adversely affect the ~~prices~~market value of ~~our~~the common ~~stock~~shares and ADSs.

Sales of substantial amounts of shares of our common stock, or the perception that such sales may occur, could adversely affect the prevailing market price of the shares of our common stock or ADSs or our ability to raise capital through an offering of our common stock.

As of December 31, ~~2007,~~2008, SK Holdings owned 23.09% and POSCO owned 2.88% of our issued common ~~stock. POSCO~~stock, respectively. Neither of them has ~~not~~ agreed to any restrictions on its ability to dispose of our shares. See “Item 7.A. Major Shareholders”. Companies in the SK Group, which collectively owned 23.09% of our issued common stock as of December 31, 2007, may sell their shares of our common stock in order to comply with the Fair Trade Act’s limits on the total investments that companies in a large business group, such as the SK Group, may hold in other domestic companies. See “Item 4.B. Business Overview — Law and Regulation — Competition Regulation”. We can make no prediction as to the timing or amount of any sales of our common stock. We cannot assure you that future sales of shares of our common stock, or the availability of shares of our common stock for future sale, will not adversely affect the market prices of the shares of our common stock or ADSs prevailing from time to time.

Korea’s legislation allowing class action suits related to securities transactions may expose us to additional litigation risk.

The Securities-related Class Action Act of Korea enacted in January 2004 allows class action suits to be brought by shareholders of companies (including us) listed on the KRX ~~Stock~~KOSPI Market for losses incurred in connection with purchases and sales of securities and other securities transactions arising from (i) false or inaccurate statements provided in the registration statements, prospectuses, business reports and audit reports and omission of material information in such documents; (ii) insider ~~trading and~~trading; (iii) market ~~manipulation.~~manipulation and (iv) unfair trading. This law permits 50 or more shareholders who collectively hold 0.01% of the shares of a company to bring a class action suit against, among others, the issuer and its directors and officers. It is uncertain how the courts will apply this law. Litigation can be time-consuming and expensive to resolve, and can divert management time and attention from the operation of a business. We are not aware of any basis under which such suit may be brought against us, nor are any such suits pending or threatened. Any such litigation brought against us could have a material adverse effect on our business, financial condition and results of operations.

If an investor surrenders his ADSs to withdraw the underlying shares, he may not be allowed to deposit the shares again to obtain ADSs.

Under the deposit agreement, holders of shares of our common stock may deposit those shares with the ADR depositary’s custodian in Korea and obtain ADSs, and holders of ADSs may surrender ADSs to the ADR depositary and receive shares of our common stock. However, under the terms of the deposit agreement, as amended, the depositary bank is required to obtain our prior consent to any such deposit if, after giving effect to such deposit, the total number of shares of our common stock ~~on deposit,~~represented by ADSs, which was ~~1,317,494~~17,942,962 shares as of ~~March 31, 2008,~~ June 1, 2009,

exceeds a specified maximum, subject to adjustment under certain circumstances. In addition, the depositary bank or the custodian may not accept deposits of our common shares for issuance of ADSs under certain circumstances, including (1) if it has been determined by us that we should block the deposit to prevent a violation of applicable Korean laws and regulations or our articles of ~~association~~incorporation or (2) if a person intending to make a deposit has been identified as a holder of at least 3% of our common ~~stock on October 7, 2002.~~stock. See “Item 10.B. Memorandum and Articles of ~~Association~~Incorporation — Description of American Depositary Shares”. It is possible that we may not give the consent. Consequently, an investor who has surrendered his ADSs and withdrawn the underlying shares may not be allowed to deposit the shares again to obtain ADSs.

An investor in our ADSs may not be able to exercise preemptive rights for additional shares and may suffer dilution of his equity interest in us.

The Korean Commercial Code and our articles of ~~association~~incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the ADR depositary, after consultation with us, may make the rights available to an ADS holder or use reasonable efforts to dispose of the rights on behalf of the ADS holder and make the net proceeds available to the ADS holder. The ADR depositary, however, is not required to make available to an ADS holder any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:


	•	a registration statement filed by us under the ~~U.S.~~ Securities Act ~~of 1933, as amended,~~ is in effect with respect to those shares; or

	•	the offering and sale of those shares is exempt from, or is not subject to, the registration requirements of the ~~U.S.~~ Securities Act.

We are under no obligation to file any registration statement with respect to any ADSs. If a registration statement is required for an ADS holder to exercise preemptive rights but is not filed by us, the ADS holder will not be able to exercise his preemptive rights for additional shares. As a result, ADS holders may suffer dilution of their equity interest in us.

Short selling of our ADSs by purchasers of securities convertible or exchangeable into our ADSs could materially adversely affect the market price of our ADSs.

SK Holdings, through one or more special purpose vehicles, has engaged and may in the future engage in monetization transactions relating to its ownership interest in us. These transactions have included and may include offerings of securities that are convertible or exchangeable into our ADSs. Many investors in convertible or exchangeable securities seek to hedge their exposure in the underlying equity securities at the time of acquisition of the convertible or exchangeable securities, often through short selling of the underlying equity securities or through similar transactions. Since a monetization transaction could involve debt securities linked to a significant number of our ADSs, we expect that a sufficient quantity of ADSs may not be immediately available for borrowing in the market to facilitate settlement of the likely volume of short selling activity that would accompany the commencement of a monetization transaction. This short selling and similar hedging activity could place significant downward pressure on the market price of our ADSs, thereby having a material adverse effect on the market value of ADSs owned by you.

~~After the exchange of ADSs into our underlying common shares, seller or purchasers of the underlying common shares may have to pay securities transaction tax upon the transfer of the shares.~~

Under Korean tax law, transfer of a company’s common shares after the exchange of ADSs into our underlying common shares of will be subject to securities transaction tax (including an agricultural and fishery special tax) at the rate of 0.3% of the sales price if traded on the KRX Stock Market.

Securities transaction tax, if applicable, generally must be paid by the transferor of the shares or the person transferring rights to subscribe to such shares. When the transfer is effected through a securities settlement company, such settlement company is generally required to withhold and pay the tax to the tax authority. When such transfer is made through a securities company, such securities company is required to withhold and pay the tax. In case the sale takes place outside the KRX Stock Market, without going through a securities settlement company or a securities company, between two non-residents or between a non-resident seller and a Korean resident purchaser, the purchaser will have to withhold securities transaction tax at the rate of 0.5% of the sales price of the common shares.

Failing to report, or under-reporting, the securities transaction tax will result in a penalty of between 10% to 40% of the actual tax amount due, depending on the nature of the improper reporting. The failure to pay the securities transaction tax due will result in imposition of interest at 10.95% per annum on the unpaid tax amount for the period from the day immediately following the last day of the tax payment period to the day of the issuance of

the tax notice. The penalty is imposed on the party responsible for paying the securities transaction tax or, if the securities transaction tax is to be paid via withholding, the penalty is imposed on the party that has the withholding obligation. See “Item 10.E. Taxation — Korean Taxation”.

A holder of our ADSs may not be able to enforce a judgment of a foreign court against us.

We are a corporation with limited liability organized under the laws of Korea. Substantially all of our directors and officers and other persons named in this document reside in Korea, and all or a significant portion of the assets of our directors and officers and other persons named in this document and substantially all of our assets are located in Korea. As a result, it may not be possible for holders of our ADSs to effect service of process within the United States, or to enforce against them or us in the United States judgments obtained in United States courts based on the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated on the United States federal securities laws.

We are generally subject to Korean corporate governance and disclosure standards, which may differ from those in other countries.

Companies in Korea, including us, are subject to corporate governance standards applicable to Korean public companies, which may differ in some respects from standards applicable in other countries, including the United States. As a reporting company registered with the U.S. Securities and Exchange Commission and listed on the New York Stock Exchange, we are, and in the future will be, subject to certain corporate governance standards as mandated by the Sarbanes-Oxley Act of 2002. However, foreign private issuers, including us, are exempt from certain corporate governance requirements under the Sarbanes-Oxley Act or under the rules of the New York Stock Exchange. There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public or non-public companies in other countries. Such differences in corporate governance standards and less public information could result in corporate governance practices or disclosures that are perceived as less than satisfactory by investors in certain countries.


Item 4.	*INFORMATION ON THE COMPANY*


*Item 4.A.*	*History and Development of the Company*

As Korea’s first wireless telecommunications service provider, we have a recognized history of leadership and innovation in the domestic telecommunications sector. Today, we remain Korea’s leading wireless telecommunications services provider and have continued to pioneer the commercial development and implementation ofstate-of-the-art wireless technologies. We have also strengthened our global competitiveness by expanding into key overseas markets and we continue to look outside Korea for investment and growth opportunities. We believe we are also a leader in developing new products and services that reflect the increasing convergence of telecommunications technologies, as well as the growing synergies between the telecommunications sector and other industries. One of our most recent efforts to pursue new opportunities in the convergence business area is our acquisition of an additional 38.6% stake in hanarotelecom, Korea’s second-largest fixed-line operator, which was completed in March 2008.

We provide our wireless telecommunications services principally through backbone networks using CDMA and WCDMA technology. These networks are, collectively, accessible to approximately 99% of the Korean population. In addition, we also provide wireless broadband Internet access through our WiBro service. For a more detailed description of our backbone network infrastructure, see “— Digital Cellular Network” below. Our advanced and extensive wireless telecommunications infrastructure has enabled us to offer high-quality cellular voice transmission services at competitive prices, as well as to develop and deploy an increasingly sophisticated range of wireless data and multimedia products and services, including wireless Internet services, in step with technological advancements and growing consumer demand. We believe our network infrastructure also provides us with a competitive advantage in pioneering new business opportunities created by digital convergence.

As of December 31, ~~2007,~~2008, we had approximately ~~22.0~~23.0 million wireless subscribers throughout Korea, of which ~~19.3~~21.1 million owned ~~data-capable~~Internet-enabled handsets ~~which are handsets that support cellular voice and data transmission.~~capable of accessing our wireless Internet services. As

of December 31, ~~2007,~~2008, our share of the Korean wireless market was approximately 50.5%, based on number of subscribers, according to the ~~MIC.~~KCC.

In March 2008, we completed the acquisition of an additional 38.7% equity stake in SK Broadband for approximately Won 1.1 trillion, increasing our total equity interest in SK Broadband to 43.4%. Through SK Broadband, we currently provide broadband Internet access service and other Internet-related services, includingvideo-on-demand and Internet protocol TV, or IP TV, services, as well as fixed-line telephone services. As of December 31, 2008, we had approximately 3.5 million broadband Internet access subscribers and 2.1 million fixed-line telephone subscribers.

On ~~May 31, 2008,~~June 19, 2009, we had a market capitalization of approximately Won ~~16.5~~14.1 trillion (US$~~15.8~~11.1 billion, as translated at the noon buying rate of June ~~27, 2008)~~19, 2009) or approximately ~~1.60%~~1.96% of the total market capitalization on the KRX ~~Stock~~KOSPI Market, making us the ~~eighth~~9th largest company listed on the KRX ~~Stock~~KOSPI Market based on market capitalization on that date. Our ADSs, each representing one-ninth of one share of our common stock, have traded on the New York Stock Exchange since June 27, 1996.

We established our telecommunications business in March 1984 under the name of Korea Mobile Telecommunications Co., Ltd.~~, under the laws of Korea.~~ We changed our name to SK Telecom Co., Ltd., effective March 21, 1997. In January 2002, we merged with Shinsegi, which was then the third-largest wireless telecommunications service provider in ~~Korea, was merged into us.~~Korea. Our registered office is at SK T-Tower, 11, Euljiro 2-ga, Jung-gu, Seoul100-999, Korea and our telephone number is82-2-6100-2114.

Korean Telecommunications Industry

Established in March 1984, we became the first wireless telecommunications service provider in Korea. We remained the sole provider of wireless telecommunications services until April 1996, when Shinsegi commenced cellular service. The Government began to introduce competition into the fixed-line and wireless telecommunications services markets in the early 1990’s. During this period, the Government allowed new competitors to enter the fixed-line sector, sold a controlling stake in us to the SK Group, and granted a cellular license to our first competitor, Shinsegi. In October 1997, three additional companies, KTF, LGT, and Hansol PCS, began providing wireless services under Government licenses granting them the right to provide wireless telecommunications services.

In 2000 and 2001, the Korean wireless telecommunications market experienced significant consolidation. In January 2002, Shinsegi was merged into us. Additionally, two of the other wireless telecommunications services operators merged. See “Item 4.B. Business Overview — Competition”. Thus, there are currently three providers of wireless voice telecommunications services in Korea, ~~us,~~our company, KT Corporation (into which KTF ~~which is a subsidiary of KT Corporation,~~recently merged) and LGT. According to the ~~MIC,~~KCC, as of December 31, ~~2007,~~2008, we had 50.5% market share of the Korean wireless telecommunications market in terms of number of subscribers, while KTF and LGT had market shares of 31.5% and 18.0%, respectively. Furthermore, in June 2009, KTF merged into KT Corporation, which had held a 54.25% interest in KTF before the merger.

In December 2000, the MIC awarded to two companies the right to receive a license to provide 3G services using WCDMA, an extension of the Global System for Mobile Communication standard for wireless telecommunications, which is the most widely used wireless technology globally. These rights were awarded to two consortia of companies, one led by our former subsidiary, SK IMT Co., Ltd., and the other to a consortium that included KT Corporation. SK IMT Co., Ltd. was merged into us on May 1, 2004. The right to acquire an additional license to operate a network using CDMA2000 technology was awarded to LGT in August 2001, but was later revoked in July 2006.

A one-way mobile number portability, or MNP, system was first implemented in the beginning of January 2004 when our subscribers were allowed to transfer to KTF and LGT. From July 2004, a two-way MNP was implemented so that KTF subscribers could transfer to us and LGT. A three-way MNP has been in effect since January 2005 so that subscribers from each of the wireless service providers may transfer to any other wireless service provider. During ~~2005,~~ 2006, 2007 and ~~2007,~~2008, approximately ~~2.2 million,~~ 2.9 million, 3.4 million and ~~3.4~~3.0 million, respectively, of our subscribers ~~transferred~~migrated to our competitors. Approximately ~~0.7 million,~~ 0.8 million, 1.1 million and ~~1.1~~0.6 million of LGT’s subscribers in ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively, and approximately ~~1.5 million,~~ 2.1 million, ~~and~~ 2.3 million and 2.5 million in ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively, of KTF’s subscribers migrated to our service.

In January 2005, the Government granted each of KT Corporation and us a license to offer WiBro service. ~~According to an MIC report published in April 2006,~~Both KT Corporation and we are currently expanding the ~~number~~coverage area of WiBro ~~subscribers is expected to rise to more than 8 million subscribers by the end of 2010.~~services.

Telecommunications industry growth in Korea has been among the most rapid in the world, with fixed-line penetration increasing from under five lines per 100 population in 1978 to ~~47.7~~45.5 lines per 100 population as of

December 31, ~~2007,~~2008, and wireless penetration increasing from 7.0 subscribers per 100 population in 1996 to ~~89.8~~93.8 subscribers per 100 population as of December 31, ~~2007.~~2008. The table below sets forth certain subscription and penetration information regarding the Korean telecommunications industry as of the dates indicated:


	As of or for the Year Ended December 31,															As of December 31,
	2003			2004			2005			2006			2007			2004		2005		2006		2007		2008
	(In thousands, except for per population amounts)															(In thousands, except for per population amounts)

Population of Korea⁽¹⁾		47,849			48,082			48,294			48,297			48,456
Wireless Subscribers⁽²⁾		33,592			36,586			38,342			40,197			43,498
Population of Korea(1)																	48,082		48,294		48,297		48,456		48,607
Wireless Subscribers(2)																	36,586		38,342		40,197		43,498		45,607
Wireless Subscribers per 100 Population		70	.2		76	.1		79	.4		83	.2		89	.8		76.1		79.4		83.2		89.8		93.8
Telephone Lines in Service⁽²⁾		22,877			22,871			22,920			23,119			23,130
Telephone Lines in Service(2)																	22,871		22,920		23,119		23,130		22,132
Telephone Lines per 100 Population		47	.8		47	.6		47	.5		47	.9		47	.7		47.6		47.5		47.9		47.7		45.5


(1)		Source: National Statistical Office of ~~Korea~~Korea.

(2)		Source: ~~MIC~~KCC.

The Korean telecommunications industry is one of the most developed in the world in terms of wireless penetration and in terms of the growth of wireless data services, including wireless Internet services. The wireless penetration rate, which is calculated by dividing the number of wireless subscribers by the population, was ~~89.8%~~93.8% as of December 31, ~~2007~~2008 and the number of wireless subscribers has increased from approximately 3.2 million in 1996 to approximately ~~43.5~~45.6 million as of December 31, ~~2007.~~2008.

Since the introduction of short text messaging in 1998, Korea’s wireless data market has grown rapidly. This growth has been driven, in part, by the rapid development of wireless Internet service since its introduction in the second half of 1999. All of the Korean wireless operators have developed extensive wireless Internet service portals. As of December 31, ~~2007,~~2008, approximately ~~11.1~~42.7 million of Korean wireless subscribers owned Internet-enabled handsets capable of accessing ~~advanced~~ wireless Internet services. The table below sets forth certain penetration information regarding the number of Internet-enabled handsets and wireless subscribers in Korea as of the dates indicated:


	As of December 31,																				As of December 31,
	2003				2004				2005				2006				2007				2004			2005			2006			2007			2008
	(In thousands)																				(In thousands)

Number of Wireless Internet Enabled Handsets		31,431				35,017				37,202				38,894				41,598				35,017			37,202			38,894			41,598			42,740
Total Number of Wireless Subscribers		33,592				36,586				38,342				40,197				43,498				36,586			38,342			40,197			43,498			45,607
Penetration of Wireless Internet Enabled Handsets		93	.6	%		95	.7	%		97	.0	%		96	.8	%		95	.6	%		95.7	%		97.0	%		96.8	%		95.6	%		93.7	%

Source: ~~MIC.~~KCC.

In addition to its well-developed wireless telecommunications sector, Korea has one of the largest Internet markets in the Asia Pacific region. According to ~~the~~National Internet Development Agency of Korea, ~~Network Information Center,~~ or ~~KRNIC,~~NIDA, the number of Internet subscribers in Korea increased from approximately 3.1 million at the end of 1998 to approximately ~~34.8~~35.4 million at the end of ~~2007,~~2008, representing a ~~30.8%~~27.6% compound annual growth rate. From the end of ~~2003~~2004 to the end of ~~2007,~~2008, the number of broadband Internet access subscribers increased from approximately ~~11.2~~11.9 million to approximately ~~14.7~~15.5 million, representing a ~~7.0%~~6.7% compound annual growth rate. The table below sets forth certain information regarding Internet users and broadband subscribers as of the dates indicated:


	As of December 31,										As of December 31,
	2003		2004		2005		2006		2007		2004		2005		2006		2007		2008
	(In thousands)
Number of Internet Users⁽¹⁾		29,220		31,580		33,010		34,120		34,820
Number of Broadband Subscribers⁽²⁾		11,172		11,921		12,191		14,043		14,709

Number of Internet Users(1)												31,580		33,010		34,120		34,820		35,360
Number of Broadband Subscribers(2)												11,921		12,191		14,043		14,709		15,475


*Item 4.B.*	*Business Overview*

Overview

We are Korea’s leading wireless telecommunications services provider and continue to pioneer the commercial development and implementation ofstate-of-the-art wireless technologies. ~~We had approximately 22.0 million subscribers as~~As of December 31, ~~2007~~2008, we had approximately 23.0 million wireless subscribers and ~~in 2007,~~ our share of the Korean wireless market was approximately 50.5%, based on the number of subscribers, according to the ~~MIC.~~ KCC.

We provide the following core services:


	•	Cellular voice services. We provide wireless voice transmission services to our subscribers through our backbone cellular networks and also offer wireless global roaming services ~~though~~through service agreements with various foreign wireless telecommunications service providers. (Accordingly, while “cellular voice services” principally refer to our core wireless voice transmission services, they also comprise our wireless voice and data global roaming services.)

	•	Wireless data services. We also provide wireless data transmission services, including wireless Internet access services, which allow subscribers to access a wide range of online digital contents and services, as well as to send and receive text and multimedia messages, using their mobile phones.

	•	Broadband Internet and fixed-line telephone services. Through our consolidated subsidiary, SK Broadband, we provide broadband Internet access service and other Internet-related services, includingvideo-on-demand and IP TV services. Through SK Broadband, we also provide local, domestic long-distance and international long-distance fixed-line telephone services to residential and commercial subscribers. We currently own a 43.4% equity interest in SK Broadband following our acquisition of a 38.7% equity stake in the company in March 2008.

	•	Digital convergence and new businesses. We have pioneered new services that reflect the growing convergence within the telecommunications sector, as well as between the telecommunications sector and other industries, including satellite digital media broadcasting, or satellite DMB, service, which enables satellite broadcasting to mobile devices and “Telematics” service, which makes use of global positioning system, or GPS, technology. In addition, in March 2008, we completed the acquisition of an additional 38.6% stake in hanarotelecom, which is the second-largest fixed-line operator in Korea. For more information about our acquisition of an additional equity interest in hanarotelecom, see “— Our Services — Digital Convergence and New Business” below.

In addition, we actively participate in various overseas markets, including in the United States, China and Vietnam.

We provide our ~~core~~wireless services through our proprietary backbone networks based on CDMA and WCDMA technology. We also offer wireless data transmission and wireless Internet access services through our WiBro network. For more information on our backbone networks, see “— Digital Cellular Network”.

Our Business Strategy

~~Core Business Strategies~~

We believe that trends in the Korean telecommunications industry during the next decade will mirror those in the global market and ~~that the industry~~ will be characterized by rapid technological change, reduced regulatory barriers and increased competition. Against the backdrop of these industry trends, we aim to enhance shareholder value by maintaining and consolidating our leading position in the Korean market for wireless services, including wireless voice and data transmission services, as well as by leveraging our competitive strengths to exploit new opportunities arising from increasing digital convergence and the globalization of the telecommunications market.

Our principal strategies are to:


	•	Enhance the technical capabilities of our wireless networks to improve data transmission rates and service quality and to enable us to offer an increased range of services, including in connection with our


		development of new and advanced wireless technologies. We believe we have the most extensive and advanced wireless telecommunications network in Korea and we are committed to ensuring that our delivery platforms keep pace with the latest technological advancements. In March 2007, we completed the nationwide build-out of our HSDPA-capable WCDMA ~~network and~~network. We are currently further upgrading our WCDMA network to support HSUPA technology and expanding the coverage area of our WiBro service. ~~In June 2007, we began HSUPA upgrades to our WCDMA network, which we expect to complete by the end of 2009.~~ We plan to continue upgrading and expanding our backbone network infrastructure in line with new developments in wireless telecommunications technology. We believe that ensuring the quality and technical sophistication of our wireless networks will, among other things, allow us


		to provide our subscribers with top-quality service, enable us to more quickly introduce the latest wireless telecommunications products and services and allow us to efficiently implement new wireless technologies as market opportunities arise.


	•	Offer a broad range of new and innovative wireless data contents and services. We plan to improve the service quality and expand the range of our wireless data contents and services, principally through our integrated wireless and fixed-line Internet portal, NATE, with a view to increasing revenues from these services to complement our core cellular revenues. In particular, we believe demand for wireless access to entertainment-related digital contents and services, wireless access to community and social networking platforms and wireless access to financial-related contents and services, or “m-commerce” services, will continue to grow. We continue to actively seek partnerships with, as well as strategic investments in, digital media content providers, financial services providers and wireless application developers to improve the breadth and quality of the wireless data contents and services we offer to our subscribers.

	•	Leverage our extensive network infrastructure, technical know-how and leading market position to exploit opportunities that arise from an increasingly convergent era in telecommunications and to pioneer new businesses. We believe that increasing convergence among communications technologies, as well as between the telecommunications sector and other industries, creates growth opportunities for incumbent telecommunications service providers, like us, whose existing infrastructure, know-how and extensive subscriber base provide ~~us with~~ a competitive advantage. We further believe that digital convergence will support demand for increasingly integrated products and services. In March 2008, we completed the acquisition of an additional ~~38.6%~~38.7% equity stake in ~~hanarotelecom,~~SK Broadband, Korea’s second-largest fixed-line ~~operator.~~operator, for approximately Won 1.1 trillion, increasing our total equity interest in SK Broadband to 43.4%. We hope to benefit from a range of synergies from this acquisition, including by offering our customers bundled fixed-line and wireless services and by creating greater convergence opportunities across our various media platforms. We also plan to continue to improve our existing convergence services, such as Telematics and the satellite DMB service operated by our subsidiary, TU Media Corp., or TU Media.

	•	Continue global expansion by seeking opportunities in overseas markets.We continue to seek opportunities to expand into various overseas markets. In light of the ~~high saturation of the~~highly penetrated Korean wireless market, we believe that strategic expansion into overseas markets offers important opportunities for future growth. We plan to leverage our homegrown technical expertise and operational know-how to gain entry into foreign markets — particularly those with less matureand/or rapidly growing wireless telecommunications sectors. To this end, we have made selective majority and minority investments in mobile telecommunications companies operating in key foreign markets and formed strategic alliances with many leading international telecommunications service providers. We have also actively participated in regional and international cooperative organizations to reinforce our global competencies and keep pace with advancements in overseas telecommunications markets. In addition, we believe that our continued expansion into international markets will better position us to ensure that our network technologies and wireless applications remain compatible with emerging global standards. We believe this will provide us with a competitive advantage as the wireless telecommunications paradigm moves toward increasingly interconnected regional networks responsive to growing consumer demands for seamless universal access to wireless products and services.

Our Services

We offer wireless digital voice and data transmission services via networks that are, collectively, accessible to approximately 99% of the Korean population. We continually upgrade and increase the capacity of our wireless networks to keep pace with advancements in technology, the growth of our subscriber base and the increased usage of voice and wireless data services by our subscribers.

We first introduced digital cellular service using CDMA technology in January 1996 and substantially completed the geographic build-out of our basic CDMA network in 1998. In October 2000, we began offering 2G wireless voice and data transmission services on our more advanced CDMA 1xRTT network, which we then fully upgraded to the even more advanced CDMA 1xEV-DO technology, beginning in 2002. Our CDMA networks cover 84 cities nationwide, or approximately 99% of the Korean population.

We launched WCDMA services, our 3G wireless voice and data transmission services, in 2003. In 2005, we completed commercial development of HSDPA technology and integrated this technology in the subsequent build-out of our WCDMA network. HSDPA, which represents an evolution of the WCDMA standard, is a more advanced 3G technology than the initial WCDMA technology we implemented and is sometimes referred to as “3.5G” technology. In March 2007, we completed nationwide expansion of our HSDPA-capable WCDMA network, which currently reaches approximately 99% of the Korean population. In June 2007, we commenced a further upgrade of our WCDMA network to support HSUPA ~~technology. We expect these updates to be complete by the end of 2009.~~technology, which is currently in progress. Our WCDMA network enables significantly faster and higher-quality voice and data transmission than our 2G networks and supports more sophisticated wireless data transmission services, including video telephony and other multimedia communications. We believe these enhanced transmission capabilities may encourage increased subscriber usage of our ~~wireless data transmission~~ services.

We also began to offer wireless broadband Internet access through our WiBro service in May 2006. A data-only transmission technology, WiBro supports wireless data transmission at even higher speeds than possible on our WCDMA network. We believe that our WiBro service will complement our other wireless telecommunications services by allowing us to enhance our data transmission service options in metropolitan areas where there is a high demand for large packet data services, particularly wireless Internet access. We currently offer WiBro service to “hot zone” areas in 2342 cities in Korea and plan to expand coverage to hot zone areas in 4284 cities by the end of ~~2008.~~2009.

For a more complete discussion of our backbone networks, see “— Digital Cellular Network” below.

Cellular Voice Services

Our cellular voice services, which comprise basic wireless voice transmission services and related “value-added” services, as well as global roaming services, remain our core business area. We derive revenues from our cellular voice services principally through initial subscription fees, plan-specific monthly fees, usage fees and value-added service fees. For a more complete description of the fees we charge, see “— Revenues, Rates and Facility Deposits” below.

To complement our basic voice transmission services, in recent years, we have begun to offer increasingly sophisticated and differentiated subscriber-oriented value-added services made possible due to rapid advancements in network technology. Our most popular value-added voice-related services in ~~2006~~2008 included services that provide a record of missed calls in the event a subscriber’s mobile phone is engaged or switched off, known as our “Call Keeper” service; services that play a “ring back” melody in lieu of a conventional dial tone when callers dial a subscriber’s mobile phone, known as “COLORing” service, as well as COLORing services that periodically change the default ring-back melody according to the subscriber’s music category selection, known as “Auto COLORing” service; and services that alert subscribers when a dialed number that was engaged when first dialed, is no longer engaged.

T-Roaming Services. We also offer cellular global roaming services, branded as our “T-Roaming” service, through service agreements with various foreign wireless telecommunications service providers. Global roaming services allow subscribers traveling abroad to make and receive calls, often using their regular mobile phone numbers. Subscribers using EV-DO- and WCDMA-capable handsets are able to make and receive calls using their regular mobile phone number without changing their handsets. In addition, we provide global roaming service to

foreigners ~~travelling~~traveling to Korea. In such cases, we generally receive a fee from the ~~traveller’s~~traveler’s local wireless service provider.

Our global roaming service is offered in three basic technologies, in part depending on which mobile phone standards are available in a particular region: CDMA, GSM and WCDMA roaming. We currently offer CDMA voice roaming services in 2021 countries, including countries in Asia, North and South America, as well as, Guam, Saipan and New Zealand; GSM voice roaming services in ~~155~~167 countries, including countries in Europe, North America, Africa, the Middle East and Asia; and WCDMA voice roaming services in 5465 countries, including countries in Asia, Europe, the Middle East, Africa and Australia. In addition, we offer ~~CDMA~~ global data roaming services in 879 countries, including ~~China, Japan, Taiwan, Thailand, Indonesia, Vietnam, Guam and Saipan, and WCDMA global data roaming services in 49~~ countries in Asia, Europe, North and South America, the Middle East and Africa. In ~~2007,~~

2008, approximately ~~3.0~~5.4 million subscribers utilized our global roaming services. The global roaming service we provide to foreigners traveling to Korea is generally WCDMA-based.

In addition, we provide interconnection service to connect our networks to domestic and international fixed-line and other wireless networks. See “— Interconnection” below.

Wireless Data Services (including Wireless Internet Services)

Our wireless data transmission services represent a key and growing business area. We currently offer our subscribers wireless data communications services, as well as wireless access to a wide variety of digital content and services, including Internet-based content and services. We intend to continue to build our wireless data services as a platform for growth, extending our portfolio of wireless data services and developing new content for our subscribers.

SMS and MMS Services. We provide wireless data communication services, including our basic short text message service, or SMS, which allows subscribers to send and receive short text messages to and from their mobile phones. SMS, which is also known as our “phone mail” service, continues to be one of our most popular data transmission services. In addition to text-only SMS, we also offer a multimedia message service, or MMS. MMS allows subscribers to send and receive multimedia messages containing graphic, audio and video clips to and from their mobile phones. While MMS is possible through our CDMA ~~1 x EV-DO~~1xEV-DO network, the implementation of WCDMA technology has significantly increased the quality, speed and range of our multimedia message services.

Wireless Internet Services. In addition to our wireless data communications services, we also offer our subscribers wireless access to the Internet, primarily through our “NATE” portal, which is our integrated wired and wireless Internet platform that utilizes wireless application protocol, or WAP, technology, to provide a gateway between our cellular network and the Internet. Through our NATE portal, subscribers can access a wide variety of multimedia contents and interactive services, as well as send and receive email and instant text and multimedia messages, using their mobile phones and other wireless devices. As of December 31, ~~2007,~~2008, approximately ~~19.3~~21.1 million, or ~~87.7%~~91.8%, of our subscribers owned ~~WAP-enabled~~Internet-enabled handsets capable of accessing our ~~CDMA 1xRTT network, or any of our more advanced networks.~~wireless Internet services.


	•	Wireless Entertainment and Community Services:We offer our subscribers a wide range of wireless entertainment-related contents and services, primarily through content-specific portal sites that we operate, including:


	Ø•	MelOn,, a music portal operated by our consolidated subsidiary, Loen Entertainment, Inc., that provides wireless access to a wide range of digital music contents. To aggregate and manage our digital music contents offerings, we also operate an integrated wireless and fixed-line MelOn website, which subscribers can access using wireless devices, such as their mobile phones and MP3 players, as well as fixed-line devices, such as personal computers. As of December 31, ~~2007,~~2008, we had approximately ~~9.8~~11.5 million subscribers to our MelOn service;

	Ø•	Gaming Services,we offer subscribers various mobile gaming options through our NATE portal. For example, we offer a variety of multi-player, interactive mobile games, as well as anime-based mobile games. In addition, we also offer 3D mobile games that subscribers can download to mobile phones and other wireless devices equipped with a mobile gaming-specific chip;


	Ø•	Cizle,, a movie portal, which provides subscribers access to a broad range of movie-related contents. As with our MelOn service, we operate an integrated wireless and fixed-line Cizle website, which subscribers can access using both wireless and fixed-line devices. Subscribers can also purchase movie tickets, learn theater schedules and purchasevideo-on-demand contents through our Cizle portal; and

	Ø•	Mobile Cyworld,, a wireless web community portal site, which is a mobile version of the Cyworld community site operated by our subsidiary, SK Communications. For a more detailed description of the fixed-line Cyworld portal, see “— Other Products and Services — Other Portal Services — Community Portal Service”.

Since November 2002, we have also provided our subscribers access to multimedia content through “June”, a wireless data service that provides streaming content, primarily using our CDMA 1xEV-DO technology.

Content provided through the June service includes digital video and music downloads; television programs, which can be viewed real-time; June subscribers with EV-DO- or WCDMA-capable handsets can also access the Internet through NATE.


	•	Wireless Financial Services: We also offer our subscribers a range of wireless finance-related contents and m-commerce services. Our wireless financial businesses include:


	Ø•	Moneta,, a financial portal that allows subscribers to use their mobile phones to access an array of financial contents and services relating to securities trading, insurance, real estate and personal asset management;

	Ø•	~~Moneta Transportation~~T-cash,, a mobile payment technology that allows subscribers to use their mobile phones to pay for public transportation fares in lieu of cash payment or pre-paid transportation ~~cards. Moneta Transportation~~cards and to make payments at certain affiliated stores. T-cash requires a WCDMA-capable handset with a built-in universal subscriber identity module, or USIM, card;

	Ø•	M-Banking,, a banking portal, which provides access to certain electronic banking services operated by participating commercial banks, and, accordingly, enables subscribers to perform certain banking transactions, such as account inquiries, wire transfers and credit card payments, through their mobile phones;

	Ø•	11^thStreet,, an online shopping mall that links wired and wireless shopping services; and

	Ø•	Gifticon,, a service that allows users to pay for and give gifts using their mobile phone. Payments are settled wirelessly and recipients are notified of their gifts by instant messaging or via our NATE data service.


	•	Wireless News and Search Services:We offer our subscribers a range of wireless news and search services, including access to domestic and international news content, dictionary resources and real-time weather information. Subscribers can also search for and purchase books, DVDs, CDs and lottery tickets, as well as download discount coupons for use at offline stores.

Broadband Internet and Fixed-line Telephone Services

SK Broadband is the second largest provider of broadband Internet access services in Korea in terms of both revenue and subscribers and its network currently covers 80% of households in Korea. Its fixed-line telephone services comprise local, domestic long distance, international long distance and voice over Internet Protocol, or VoIP, services. VoIP is an advanced technology that transmits voice data through an Internet Protocol network. SK Broadband has offeredvideo-on-demand services since 2006 and has rolled out real-time IP TV services since January 2009. For the year ended December 31, 2008, SK Broadband had revenues of Won 1,861.4 billion and net loss of Won 98.8 billion.

As of December 31, 2008, SK Broadband had approximately 3.5 million broadband Internet access subscribers. Its market share of Korean broadband Internet access subscribers was approximately 23%. Broadband Internet access services (including revenues fromvideo-on-demand services) accounted for 56% of SK Broadband’s revenues for the year ended December 31, 2008.

As of December 31, 2008, SK Broadband had 2.1 million fixed-line telephone subscribers. Since the nationwide implementation of fixed line number portability on August 1, 2004, SK Broadband has been expanding the coverage and subscriber base with its integrated services of long distance and international telephony as well as VoIP services. Fixed-line telephone services accounted for 30% of SK Broadband’s revenues for the year ended December 31, 2008.

Digital Convergence and New Businesses

Digital convergence is the new paradigm in telecommunications. While we acknowledge the increasing equivocation of conventional industry boundaries as a potential threat, given the entrance of non-traditional players into the mobile communications space, we also view convergence as significant growth opportunity. We believe that incumbent telecommunications service providers, like us, with existing advanced infrastructure, technical know-how and a large subscriber base, are especially well positioned to pioneer new “convergent” businesses. In recent years, we have focused on developing cross-over services that provide synergies with our existing business.

One of our most recent efforts to pursue new opportunities in the convergence business area is our acquisition of an additional ~~38.6%~~38.7% stake in ~~hanarotelecom~~SK Broadband for Won 1.1 trillion in March ~~2008. hanarotelecom is Korea’s second-largest fixed-line operator and currently provides fixed-line telephone and broadband-based Internet services. hanarotelecom also operates “Hana TV”, avideo-on-demand~~ ~~service and plans~~2008, increasing our total equity interest in SK Broadband to ~~roll out real-time Internet protocol TV, or IP TV, services in the future.~~43.4%. We are hoping to benefit from a range of synergies from this acquisition, including by offering our customers bundled fixed-line and mobile telecommunications services. We also believe the acquisition creates opportunities to aggregate and broadcast digital content across various media platforms.

Our other convergence services include:

Satellite DMB Business. In September 2003, we entered into an agreement with Mobile Broadcasting Corporation for the purposes of co-owning and launching a satellite for the satellite DMB business. Under the terms of the agreement, we ~~were~~ committed to fund 34.7% of the cost of launching and maintaining the operations of the satellite. The acquisition cost of the satellite was approximately Won 205.2 billion, of which our portion was Won 71.2 billion. DMB technology allows broadcasting of multimedia content through transmission by satellite to various mobile devices. For example, DMB technology allows users to view satellite television broadcasts on

mobile phones, portable handsets or vehicle-mounted televisions that are enabled to receive DMB transmission. TU Media is currently developing new convergence services that combine wireless telecommunications technologies with traditional broadcasting contents, advertising contents and retail services. We believe that this business will enable us to improve the breadth of wireless multimedia services that we already offer and remain competitive in the face of increasing convergence in the telecommunications and broadcasting industries.

We launched a satellite DMB in March 2004. In October 2004, we granted the right to use the satellite DMB to our then-affiliate, TU Media. TU Media began to provide commercial satellite DMB ~~service~~services in May 2005 and today remains Korea’s sole operator of satellite digital mobile broadcasting services. TU Media currently offers a range of broadcast content including education, games, drama, music, news and culture over more than 35 channels, including TUBOX, apay-per-view movie channel that broadcasts movies before their DVD release. As of December 31, ~~2007,~~2008, TU Media had more than ~~1.3~~1.8 million subscribers.

In February 2007, we purchased 4,615,798 new shares of TU Media for Won 32.4 billion, increasing our equity interest from 29.6% as of December 31, 2006 to 32.7%. Following this equity investment, TU Media became our consolidated subsidiary. In March 2008, we made an additional Won 55.0 billion capital contribution to TU Media, increasing our equity interest to 44.2%. We are currently TU Media’s largest shareholder.

Telematics Service. In February 2002, we introduced a Telematics service called T-Map Navigation.T-Map Navigation is an interactive navigation service that uses GPS technology and our NATE platform to transmit driving directions, real-time traffic updates and emergency rescue assistance to wireless devices, including vehicle-mounted devices and portable handsets.

We believe that Telematics also creates opportunities for synergy between mobile telecommunications and other industries. Under an agreement entered into in April 2002 with Renault Samsung Motors and Samsung Electronics, we are co-developing a customized Telematics system for use in Renault Samsung vehicles. The implementation of more advanced 3G transmission technologies has also facilitated the increased integration of our wireless platforms customized for vehicular use and, in particular, created synergies between our Telematics services and satellite DMB broadcasting services. We offer bundled Telematics and satellite DMB broadcasting services through a single, integrated vehicle-mounted device.

We are currently developing additional applications for our telematics service in cooperation with companies in the logistics and insurance industries. We also see potential applications of Telematics technology in the tourism industry. In December 2004, we launched Telematics service on Jeju Island and, in August 2005, were selected as the pilot Telematics service provider for Jeju Island as part of the MIC and Jeju Island’s joint effort to showcase the island as a model for Telematics service.

Global Business

We actively participate in various overseas markets, particularly in the United States, China and Vietnam. We continue to seek opportunities to expand our global business, primarily through joint ventures and other strategic alliances with local partners.

Our global business strategy is to focus primarily on those regions in which we have already made strategic investments. However, we will also continue to study new opportunities for expansion into new regions abroad.

United States. On March 24, 2005, we and EarthLink Inc., a major Internet services provider in the United States, completed the formation of HELIO, ~~LLC. (formerly named SK-EarthLink LLC.),~~LLC, a Delaware limited liability company, to provide wireless voice and data services in the United States. ~~We hold our interests in HELIO through our wholly-owned U.S. subsidiary, SK Telecom USA Holdings, Inc.~~ Together with our joint venture partner, EarthLink Inc., we made a combined ~~initial~~ investment in HELIO of US$440 million in cash and non-cash assets.

In July 2007, we and EarthLink entered into a lending agreement with HELIO pursuant to which we and EarthLink could lend up to US$200 million to HELIO, and each made an initial loan to HELIO of US$30 million. In November 2007, we and EarthLink cancelled such lending agreement and HELIO issued to each of us a US$30 million secured exchangeable promissory note, bearing interest at 10% per annum and payable at maturity

~~in July 2010. The notes are exchangeable for membership units of HELIO at any time up to the maturity date. The notes may also be prepaid by HELIO at any time without penalty.~~

In November 2007, we and EarthLink also amended and restated HELIO’s joint venture agreements, whereby we agreed to make up to US$270 million in additional equity contributions to HELIO. In February 2008, HELIO’s joint venture agreements were further amended to make certain modifications to the terms of the outstanding membership interests owned by us, EarthLink and the other HELIO investors. In 2007 and the first ~~quarter~~half of 2008, we made additional equity contributions of US$~~150~~160 million, in aggregate, to HELIO. ~~As a result, as of March 31,~~

In August 2008, together with EarthLink Inc., we ~~were HELIO’s largest shareholder, with a 68.8%~~sold our equity interest in ~~the company. As of the same date, EarthLink, HELIO’s second-largest shareholder, held a 27.9% equity interest.~~

~~In June 2008, we and EarthLink entered into an agreement with~~HELIO to Virgin Mobile USA, Inc., a ~~leading~~ provider of wireless communications services in the United States that was founded as a joint venture between Sprint Nextel and the Virgin Group, ~~and certain of its affiliates, pursuant to which Virgin Mobile USA, Inc. and certain of its affiliates agreed to acquire our aggregate equity interest~~ in ~~HELIO. As consideration, we and EarthLink will acquire~~exchange for limited partnership units of Virgin Mobile USA, L.P. (Virgin Mobile USA, Inc.’s operating company), equivalent to 1311 million shares of Virgin Mobile USA, Inc.’s Class A common stock (valued at approximately US$~~39 million)~~31 million at the time of sale). ~~This transaction is expected to close in~~In connection with the ~~third quarter~~sale of ~~2008, subject to regulatory approvals and the satisfaction of other closing conditions. In addition, in June 2008,~~HELIO, we and the Virgin Group ~~agreed to~~ each ~~invest~~invested US$25 million of equity capital in Virgin Mobile USA, Inc. in exchange for mandatory convertible preferred stock, convertible into Virgin Mobile USA, Inc.’s Class A common ~~stock, pending the approval of Virgin Mobile USA, Inc.’s shareholders.~~stock. The preferred shares ~~will~~ carry a four-year maturity and a 6% annual dividend. ~~Upon~~Subject to the approval by Virgin Mobile USA, Inc.’s shareholders, each share of the preferred stock will be mandatorily convertible into Virgin Mobile USA, Inc.’s Class A common stock, at the earlier of (i) August 22, 2012 and (ii) such time as the market price of the Class A common stock exceeds $8.50 per share. Subject to the approval by Virgin Mobile USA, Inc.’s shareholders, the preferred stock will ~~convert~~also be convertible at the option of the holder on or after February 22, 2010, 18 months after the date of issuance. Should Virgin Mobile USA, Inc. fail to obtain its shareholders’ approval of the conversion feature, the preferred stock will be mandatorily redeemed on August 22, 2012 at a cash redemption price equal to the stated value of $1,000 per share. In December 2008, we exchanged all of our limited partnership units of Virgin Mobile USA, L.P. for approximately 11 million shares of Virgin Mobile USA, Inc.’s Class A common stock. We currently hold a 14.05% interest in Virgin Mobile USA, Inc., which would increase to 16.6% if all of Virgin Mobile USA, Inc.’s preferred shares that we own are converted into Class A common ~~shares when the shares reach the conversion price of US$8.50 per share or upon maturity.~~stock.

~~HELIO~~Virgin Mobile USA, Inc. is a ~~non-facilities-based nationwide~~ mobile virtual network operator, ~~(“MVNO”)~~commonly referred to as an MVNO, offering ~~cellular~~prepaid, or pay-as-you-go, and, following the acquisition of HELIO, postpaid wireless communications services, including voice, data, and ~~data~~entertainment content, without owning a wireless network. It offers its services toover the nationwide wireless ~~consumers~~network owned by renting networks from network operators. HELIO commercially launched its MVNO services extensively across the United States in May 2006. HELIO taps into the previously under-served but rapidly growing wireless data, entertainment, and voice market in the United States, also leverages our expertise in developing and implementing 3G technology and other cutting-edge applications and EarthLink’s established sales channels, Wi-Fi experience, network data centers and billing capabilities.Sprint Nextel. As of ~~March~~December 31, 2008, ~~HELIO had~~Virgin Mobile USA, Inc. served approximately ~~186,000 subscribers.~~5.4 million customers.

Since December 2004, we have been offering our COLORing solution to Verizon Wireless, a major mobile phone service provider in the United States. As an application service provider, we receive an agreed percentage of Verizon’s COLORing service related revenues.

China. In February 2004, we and China Unicom, the second largest telecom operator and the onlyCDMA-based telecommunications service provider in China, established a joint venture company called UNISK Information Technology Co., Ltd., with an aggregate initial investment of approximately US$6 million. We own a 49% stake of UNISK and China Unicom holds a 51% stake. UNISK offers wireless Internet service in China

under a brand name that means “community of young elites” in Chinese. In addition, on July 5, 2006, we purchased US$1 billion in aggregate principal amount of zero coupon convertible bonds issued by China Unicom, convertible into common shares of China Unicom. In August 2007, we converted such bonds into shares representing a 6.6% equity interest in China Unicom to become China Unicom’s second-largest shareholder. In ~~May~~October 2008, China Unicom ~~announced that it may merge~~merged with China ~~NetCom,~~Netcom Group Corporation (Hong Kong) Limited, a leading broadband communications and fixed-line telecommunications operator in China. ~~The merger remains subject to approval by the board~~As a result of ~~directors of China Unicom during a meeting expected to be held in September 2008. In the event~~ the merger, ~~is consummated, we expect~~ our equity interest in China Unicom, ~~to decrease~~which is the surviving entity after the merger, decreased to 3.8% from 6.6%.

In July 2004, we, through our subsidiaryU-Land Company Ltd., acquired ViaTech, an Internet portal service and mobile contents provider in China, to enhance our wireless Internet contents and expand our service area. Through ViaTech, we offer aChinese-language version of Cyworld to ~~subscribers~~users in China. ViaTech had more than 48 million registered users of Cyworld ~~subscribers~~ as of December 31, ~~2007.~~2008.

In August 2006, we entered into a memorandum of understanding with China’s National Development and Reform Commission to assist China develop TD-SCDMA technology, China’s 3G standard. To support joint research and development in 3G multimedia services, value-added services and development of the TD- SCDMA network, we and the Chinese government established a research and development center in Beijing in February 2007. To further facilitate the commercialization and implementation of TD-SCDMA, we also opened aTD-SCDMA test center in Bundang, Korea in April 2007.

In February 2008, we, through our wholly-owned Chinese subsidiary, SK Telecom China Holding Company, invested ~~Won 13.9 billion~~US$15.6 million to acquire a 65.5% equity interest in ShenzhenE-eye High Tech Co., Ltd., a global positioning system service company in China. We believe the acquisition of ShenzhenE-eye High Tech will allow us to leverage opportunities created by the rapidly growing telematics market in China.

In March 2008, we acquired a 42.2% equity interest in TR Music, a major record label in China, for US$10.7 million. In addition, in May 2008 we invested US$7.8 million to acquire a 30.0% equity interest in Magic Tech Network, a Hong Kong company that develops and publishes online games in China.

Vietnam. With a wireless telecommunications service penetration rate of ~~only 46%~~73% as of December 31, ~~2007,~~2008, we believe that the Vietnamese mobile communication market offers significant opportunity for future growth. In July 2003, our subsidiary, SKT Vietnam PTE Ltd., entered into a business cooperation contract with Saigon Post & Telecommunication Services Corporation to establish a joint venture company, S-Telecom, to provide mobile telecommunications services and commercial CDMA service, the first of its kind in Vietnam, under the brand name “S-Fone”. Pursuant to such contract, in the event that the cash inflow for the business is insufficient to cover the cash outflow necessary to cover the expenditures necessary to operate the business, SKT Vietnam and Saigon Post & Telecommunication Services Corporation have agreed to equally contribute the necessary working capital. We held a 73.3% equity interest in SKT Vietnam as of December 31, ~~2007. With respect to our involvement in S-Telecom, our maximum exposure to loss was approximately Won 167.6 billion as of December 31, 2007.~~2008.

In December 2005, SKT Vietnam began expanding the CDMA network to all of Vietnam in order to meet the needs of a growing subscriber base. By September 2006, network coverage was expanded to cover all 64 provinces, including Ho Chi Min and Hanoi. S-Fone had approximately ~~3.5~~6.4 million subscribers as of December 31, ~~2007~~2008 and had a ~~9.0%~~10.3% market share according to Vietnam’s Ministry of Posts and Telematics, based on the number of wireless subscribers in Vietnam, as of such date.

Mongolia. In July 1999, we acquired a 27.8% equity interest in Skytel Co., Ltd., Mongolia’s second-largest cellular service provider, by providing approximately Won 1.5 billion worth of analog infrastructure. We, together with Skytel, have been providing cellular service in Mongolia since July 1999, and CDMA service since February 2001. In April 2001, we completed installation of the equipment necessary to provide WAP service. In December 2002, we increased our equity interest in Skytel to 28.6% through the subscription of newly issued common shares in return for an additional investment of approximately US$500,000. As of December 31, ~~2007,~~2008, our equity interest in Skytel was ~~26.4%~~29.3%.

Regional and International Strategic Alliances. We have also entered into various strategic alliances with leading companies in the Asian and European wireless telecommunications markets. For instance, we are a member of the Bridge Alliance, the largest pan-Asian alliance of its kind, which includes eleven of the region’s leading wireless service providers. In June 2007, we also signed a memorandum of understanding with the Freemove

Alliance, an alliance of leading European wireless service providers, including Orange SA of France, Telecom Italia Mobile S.p.A. of Italy,T-Mobile International AG & Co. AG of Germany and Teliasonera Mobile Networks AB of Sweden, for the development of expanded WCDMA-based roaming service in Europe. We plan to continue improving customer service as well as service quality, by developing co-marketing programs and other joint projects with our regional and global partners and by further fostering our regional and international alliances.

Provision of Wireless Internet Platforms and Cellular Network Solutions to Foreign Cellular Network Operators. We have also sought to expand our global business through sales of our wireless Internet platforms and cellular network solutions, as well as provision of consulting services in the field of mobile communications. For example, in July 2004, we entered into an agreement with TA Orange, a GSM-based mobile communications operator in Thailand, to provide wireless Internet platforms, including our NATE portal platform, for

US$6.3 million. We completed this project in June 2005. In addition, we have also been successful in exporting to other Asian countries and the United States, the technological solutions underlying certain value-added and other wireless services, such as our color mail solution, which is a messaging service that allows subscribers to send messages containing multimedia files ~~containing~~including graphic, audio and video clips.

Other Products and Services

International Calling Services. Through our 90.8% owned subsidiary, SK Telink Co., Ltd., we provide international telecommunications services, including direct-dial as well as pre- and post-paid card calling services, bundled services for corporate customers, voice services using Internet protocol,Web-to-phone services, and data services. SK Telink provides affordable international call services under the brand name “00700” and has been offering commercial long-distance telephony service since February 2005. SK Telink also offers ~~Voice over Internet Protocol, or~~ VoIP service through the Internet. ~~VoIP is an advanced technology that transmits voice data through an Internet Protocol network.~~ SK Telink also operates certain value-added domestic telephone services, including a “080” service that allows companies to establish “toll-free” customer service telephone hotlines, for which all call charges would be paid by the company, as well as a “general corporate number” service that automatically routes calls made to a company’s general telephone number to the caller’s nearest local branch.

Other Portal Services.


	•	Fixed-line NATE portal ~~service.~~service. Our subsidiary, SK Communications, offers a fixed-line portal service under our “NATE” brand name and at the websitewww.NATE.com. NATE.com includes information and content formerly offered under our Netsgo brand as well as the content and services formerly available on Lycos Korea, which our subsidiary, SK Communications Co., Ltd., acquired in 2002. NATE.com offers a wide variety of content and services, including an Internet search engine, as well as access to freee-mail accounts. SK Communications also operates NATE-ON, an instant messaging service available to NATE users. NATE-ON allows users to chat online using a variety of wireless, as well as wired, devices, such as mobile phones, personal digital assistants and portable computers.

	•	Community Portal ~~Service.~~Service. “Cyworld”, also operated by SK Communications, is one of the most popular online community portal services in Korea. Cyworld is a social networking site that encompasses an ever-expanding virtual forum where ~~subscribers~~users can meet to exchange information and ideas and share multimedia contents, including through the publication of personal homepages and blog sites. ~~As of December 31, 2007, our Cyworld portal service had approximately 22 million subscribers.~~ We have also sought to expand our global reach by launching Cyworld service in overseas markets, including the United States, Japan, China and Taiwan. While retaining many aspects of the original Korean version that make Cyworld unique among social networking sites, we have redesigned foreign versions of Cyworld to make it more appealing to local audiences. ~~We plan to continue expanding~~As of December 31, 2008, our ~~“Global Cyworld” community, including to other countries in Asia.~~Cyworld portal service had over 24 million registered users globally.

In March 2004, we launched “Mobile Cyworld”, allowing wireless subscribers to access the Cyworld portal community site through their cellular phones.

In November 2007, SK Communications merged with Empas Corp., an ~~internet~~Internet search engine and portal site. We believe the merger will create valuable convergence synergies among our NATE, Cyworld and Empas services.

Revenues, Rates and Facility Deposits

Our wireless revenues are generated principally from initial subscription fees, monthly plan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services, value-added-service fees and

interconnection revenue. The following table sets forth information regarding our cellular revenues (net of taxes) and facility deposits for the periods indicated:


	As of or for the Year Ended December 31,									As of or for the Year Ended December 31,
	2005			2006			2007			2006		2007		2008
	(In billions of Won)									(In billions of Won)

Initial Subscription Fees	W	232	.3	W	252	.4	W	392	.4	W	252.4	W	387.8	W	400.2
Monthly Fees		3,365	.1		3,629	.5		3,949	.8		3,629.5		3,949.8		4,348.0
Usage Charges⁽¹⁾		5,538	.8		5,565	.9		5,763	.0
Usage Charges(1)											5,565.9		5,598.4		5,473.0
Interconnection Revenue		898	.6		1,033	.4		1,062	.2		1,033.4		1,062.2		1,149.2
Revenue from Sales of Digital Handsets⁽²⁾		294	.6		—			51	.7		—		—		—
Other Cellular Revenue⁽³⁾⁽²⁾		32	.5		34	.4		18	.1		34.4		17.9		19.4

Total	W	10,361	.9	W	10,515	.6	W	11,237	.2	W	10,515.6	W	11,016.1	W	11,389.8

Additional Facility Deposits	W	3	.4	W	9	.0	W	2	.4	W	9.0	W	2.4	W	2.7
Refunded Facility Deposits		11	.0		11	.7		17	.1		11.7		17.1		4.3
Facility Deposits at Period End		23	.8		21	.1		6	.4		21.1		6.4		4.8


(1)		Usage charges principally include revenues from monthly plan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services, value-added-service fees, as well as international charges and interest on overdue subscriber accounts (net of telephone tax).

(2)		Until its sale to Pantech & Curitel in July 2005, our revenue from handset sales consisted of sales by our former subsidiary, SK Teletech. With the inclusion of HELIO as a consolidated subsidiary as of November 2007, revenue from handset sales currently consists of sales by HELIO.

~~(3)~~		Other cellular revenue includes revenue from the sale and licensing of Internet platform solutions.

We charge our new customers an initial subscription fee for initial connection and service activation. In addition to the initial subscription fee, we require our customers to pay monthly plan-based fees, usage charges for outgoing voice calls and usage charges for wireless data services. We do not charge our customers for incoming calls, although we do receive interconnection charges from KT Corporation and other companies for calls from the fixed-line network terminating on our networks and interconnection revenues from other wireless network operators. See “— Interconnection”. Monthly plan-based fees for some plans include free airtimeand/or discounts for designated calling numbers. We bill subscribers on a monthly basis and subscribers may make payment at a bank, post office, any of our regional headquarters or sales offices, or at any of our authorized dealers.

We offer a variety of differentiated Standard Rate Plans that are designed to meet a wide range of subscriber needs and interests. Popular Standard Rate Plans include our couples discount plan, region discount plan and friends and family discount plan. The basic monthly fee for our Standard Rate Plans ranges from Won 9,900 to Won ~~90,000.~~75,000.

In addition, we offer optional “add-on” service plans, which may supplement the basic service plan a subscriber has chosen, including:


	•	Data Plans, which target subscribers with high usage patterns for wireless data transmission and wireless Internet services. We offer ~~four~~various Data Plans that provide unlimited wireless data services for monthly fees ranging from Won 3,500 to Won ~~25,000. Our Data Plans include “NATE only” plans, as well as “NATE + June” plans.~~41,500. We also offer a Data Plan that allows subscribers to use up to Won 100,000 of wireless Internet services each month for a fixed monthly fee of Won 10,000.

	•	Videoconferencing Plans, for subscribers to our 3G services, which we provide primarily using our WCDMA network. The basic monthly fee for our Videoconferencing Plans ranges between Won ~~10,000~~3,500 and Won ~~30,000.~~9,000.

We also offer discounts to subscribers committing to long-term contracts. To long-term subscribers who initially became our subscribers as a result of Shinsegi’s merger into us in January 2002 and who continue to remain our subscribers, we offer discounts on monthly plan-based fees ranging from 5% to 20%. For all other long-term subscribers, we offer discounts on usage charges ranging from 5% to 10%.

3334

We began to provide Caller ID service to customers free of charge commencing January 1, 2006. Also, effective September 1, 2004, we reduced our tariffs by 3.7% and reduced our monthly plan-based fees by 7.1%, resulting in a decrease in the monthly fee for our basic standard rate plan from Won 14,000 to Won 13,000. In January 2007, we reduced our usage fees for wireless Internet services by 30% and, in October 2007 we reduced usage fees for voice calls between our subscribers by 50%. In addition, in January 2008 we reduced our SMS usage charges from Won 30 per message to Won 20 per message. In March 2008, we reduced usage charges for voice calls between family members by 50%. See “Item 5.A. Operating Results — Overview”.

For all calls made from our subscribers’ handsets in Korea to any destination in Korea, we charge usage fees based on a subscriber’s cellular rate plan. The fees are the same whether the call is local or long distance. With respect to international calls placed by a subscriber, we bill the subscriber the international rate charged by the Korean international telephone service provider through which the call is routed. We remit to that provider the international charge less our usage charges. See “— Interconnection”.

We offer a variety of value-added services, including our COLORing, Auto COLORing, Call Keeper and Perfect Call services. Depending on the rate plan selected by the subscriber, the monthly fee may or may not include these value-added services, except Caller ID and call waiting services, which are offered free of charge to all beginning subscribers.

We offer wireless Internet access services to our subscribers through NATE. Subscribers using our CDMA network may elect to pay a monthly fee, which includes a fixed amount of airtime or data packets, or may elect to pay on a variable, usage basis. ~~Standard usage rates for NATE range from Won 7 to Won 15 for ten seconds of airtime. Since April 23, 2001, a~~A subscriber using our CDMA 1xRTT and CDMA 1xEV-DO networks is charged based on the amount of data that is transmitted to such subscriber’s handset. Subscribers using our WCDMA network are also charged based on the amount of data transmitted. The data transmitted is measured in packets of 512 bytes. We charge Won 4.55 per text packet, Won 0.9 per multimedia packet, for large volume data transfers, and Won 1.75 per multimedia packet, for smaller volume data transfers. In addition, we charge subscribers for purchases of certain digital contents and for certain wireless services, such as m-commerce transaction services.

WeUntil February 2007, we generally ~~require~~required new subscribers (other than certain corporate and Government subscribers) to pay a non-interest bearing facility deposit of Won 200,000, which we ~~may utilize~~utilized to offset a defaulting subscriber’s outstanding account balance. In lieu of paying the facility deposit, subscribers who meet the credit qualifications required by the Seoul Guarantee Insurance Company ~~may~~could elect to be covered under insurance provided by the Seoul Guarantee Insurance Company. We ~~pay~~paid a Won 10,000 premium to the Seoul Guarantee Insurance Company on behalf of such subscribers. ~~Seoul Guarantee Insurance Company reimburses us up~~Since March 2007, we generally no longer require new subscribers to ~~Won 350,000 for each insured subscriber that defaults on any payment obligations.~~pay the facility deposit. We refund the facility deposit to any existing subscriber who had initially made a facility deposit and later ~~elects the~~requests such facility insurance option. We bill subscribers on a monthly basis and subscribers may make payment at a bank, post office, any of our regional headquarters or sales offices, or at any of our authorized dealers.deposit to be refunded. As a result of the facility insurance program and the termination of the facility deposit requirement, we have refunded a substantial amount of facility deposits, and facility deposits decreased from Won ~~61.8~~21.1 billion as of December 31, ~~2000~~2006 to Won ~~6.4~~4.8 billion as of December 31, ~~2007.~~2008. We do not expect to have to refund a significant amount of facility deposits in the future, because we believe that most of our subscribers who wish to ~~be covered by~~have the ~~Seoul Guarantee Insurance Company~~facility deposit refunded have already ~~elected to~~done so.

Because we have been designated by the ~~MIC~~KCC as a “market dominant service provider”, any modification to our fees, charges or the terms and condition of our service, including promotional rates and facility deposits, requires prior approval by the ~~MIC.~~KCC.

We also charge our customers a 10.0% value-added tax. We can offset the value-added tax we collect from our customers against value-added tax refundable to us by the Korean tax authorities. We remit taxes we collect from our customers to the Korean tax authorities. We record revenues in our financial statements net of such taxes.

Subscribers

We had ~~22.5~~23.5 million subscribers as of April 30, ~~2008,~~2009, representing a market share of 50.5%, the largest market share among Korean wireless service providers. We believe that, historically, our subscriber growth has been due to many factors, including:


	•	our expansion and technical enhancement of our digital networks, including with high-speed data capabilities;

	•	increasing consumer awareness of the benefits of wireless telecommunications;


	•	an effective marketing strategy;

	•	our focus on customer service;

	•	the introduction of new, value-added services, such as voicemail services, call-forwarding, Caller ID, three-way calling and wireless Internet services provided by NATE; and

	•	our acquisition of Shinsegi in January 2002.

The following table sets forth selected historical information about our subscriber base for the periods indicated:


	As of or for the Year Ended December 31,												As of or for the Year Ended December 31,
	2005				2006				2007				2006			2007			2008

Subscribers		19,530,117				20,271,133				21,968,169				20,271,133			21,968,169			23,032,045
Subscribers Growth Rate		4	.0	%		3	.8	%		8	.4	%		3.8	%		8.4	%		4.8	%
Activations		5,057,176				5,573,799				8,344,784				5,573,799			8,344,784			8,493,340
Deactivations		4,310,397				4,832,783				6,647,748				4,832,783			6,647,748			7,429,464
Average Monthly Churn Rate⁽¹⁾		1	.8	%		2	.0	%		2	.6	%
Average Monthly Churn Rate(1)														2.0	%		2.6	%		2.7	%


(1)		Average monthly churn rate for a period is the number calculated by dividing the sum of deactivations during the period by the simple average of the number of subscribers at the beginning and end of the period and dividing the quotient by the number of months in the period. Churn includes subscribers who upgrade to CDMA 1xRTT or CDMA lxEV-DO-capable handsets by terminating their service and opening a new subscriber account.

We had ~~22.0~~23.0 million wireless subscribers as of December 31, ~~2007.~~2008. For the year ended December 31, ~~2007,~~2008, we had ~~8.3~~8.5 million activations and ~~6.6~~7.4 million deactivations, representing an average monthly churn rate of ~~2.6%~~2.7% during the same period. Our subscribers include those subscribers who are temporarily deactivated, including (1) subscribers who voluntarily deactivate temporarily for a period of up to three months no more than twice a year and (2) subscribers with delinquent accounts who may be involuntarily deactivated up to two months before permanent deactivation, which we determine based on various factors, including prior payment history.

Market Share Limitations

As a condition to our merger with Shinsegi consummated in January 2002, we were required to comply with certain market share limitations imposed by the FTC. ~~Although~~While we ~~were~~are no longer subject to ~~mandatory~~any market share limitations, ~~until the end of 2007, we voluntarily limited~~our strategy is to maintain our market share ~~to no more than 52.3%, which was the combined market share held by us and Shinsegi~~ at ~~the time the MIC approved the merger.~~current levels. We can give no assurance that the Government will not impose restrictions on our market share in the future. If we are subject to market share limitations in the future, our ability to compete effectively will be impeded, and our subscriber growth rate may decline.

Number Portability

Prior to January 2003, Korea’s wireless telecommunications system was based on a network-specific prefix system, in which a unique prefix was assigned to all the phone numbers of a specific network operator. We were assigned the “011” prefix, and all of our subscriber’s mobile phone numbers began with “011” (former Shinsegi subscribers use the “017” prefix) and our subscribers could not change their wireless phone service to another

wireless operator and keep their existing numbers. In January 2003, the MIC announced a plan to implement number portability with respect to wireless telecommunications services in Korea, allowing wireless subscribers to switch wireless service operators while retaining the same mobile phone number. Subscribers who switch operators using different frequencies, however, may be required to purchase a new handset. We use frequencies that are different from those used by KTF and LGT, while KTF and LGT use the same frequencies. As mandated by the MIC, we were the first wireless telecommunications provider to introduce number portability in January 1, 2004, allowing our customers to transfer their numbers to our competitors. Our competitors’ customers were not able to transfer their number to our service, however, until KTF and LGT introduced number portability beginning July 1, 2004 and January 1, 2005, respectively. Subscribers who choose to transfer to a different wireless operator have the right to return to their original service provider without paying any penalties within 14 days of their initial transfer.

In ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively, approximately ~~2.2 million,~~ 2.9 million, 3.4 million and ~~3.4~~3.0 million subscribers switched their wireless telecommunications service provider from us to KTF or LGT and approximately ~~2.2 million,~~ 2.8 million, 3.4 million and ~~3.4~~3.1 million subscribers switched from KTF or LGT to us.

In ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively, we gained approximately 0.7 million, ~~0.7~~1.6 million and ~~1.7~~1.0 million new subscribers, which represented approximately ~~42.5%~~39.9%, ~~39.9%~~51.1% and ~~51.4%~~50.4% of the aggregate number of new wireless subscribers gained by us, KTF and LGT in each year.

In addition, in order to manage the availability of phone numbers efficiently and to secure phone number resources for the services, the MIC has begun to integrate mobile telephone identification numbers into a common prefix identification number “010” and to gradually retract the current mobile service identification numbers which had been unique to each wireless telecommunications service provider, including “011” for our cellular services, starting from 2004. All new subscribers were given the “010” prefix starting January 2004. We believe that the adoption of the common prefix identification system has had, and may continue to have, a greater negative effect on us than on our competitors because, historically, “011” has had very high brand recognition in Korea as the premium wireless telecommunications service. Adoption of the number portability system has resulted in, and may continue to result in, increased competition among wireless service providers, increased subscriber deactivations, increased churn rates and higher marketing costs.

For ~~2007,~~2008, our churn rate ranged from 2.0% to ~~3.2%~~3.6%, with an average churn rate of ~~2.6%~~2.7% for ~~2007,~~2008, compared to an average churn rate of ~~2.0%~~2.6% for ~~2006.~~2007. We cannot assure you that our churn rates will not increase in the future. See “Item 3.D. Risk Factors — Our businesses are subject to extensive Government regulation and any change in Government policy relating to the telecommunications industry could have a material adverse effect on our results of operations and financial condition”. In addition, for details regarding certain fines imposed on us by the MIC in connection with our marketing efforts related to the number portability system, see “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings — MIC and KCC Proceedings”.

Marketing and Service Distribution

Marketing, Sales and Service Network

We market our services and provide after-sales service support to customers through 2927 sales centers, 4537 branch offices and a network of ~~1,173~~1,115 authorized exclusive dealers located throughout Korea. Our dealers are connected via computer to our database and are capable of assisting customers with account information. In addition, approximately ~~200,000~~10,000 independent retailers (principally handset dealers) assist new subscribers to complete activation formalities, including processing subscription ~~applications and accepting facility deposits or arranging for insurance with Seoul Guarantee Insurance Company.~~applications.

Currently, authorized dealers are entitled to an initial commission for each new subscriber registered by the dealer, as well as an average ongoing commission calculated as a percentage of that subscriber’s monthly plan-based and usage charges from domestic calls for the first four years. In order to strengthen our relationships with our exclusive dealers, we offer a dealer financing plan, pursuant to which we provide to each authorized dealer an interest-free or low-interest loan of up to Won 2.0 billion with a repayment period of up to three years. As of December 31, ~~2007,~~2008, we had an aggregate of Won ~~115~~154.8 billion in loans to authorized dealers outstanding.

~~When~~In April 2009, we ~~were the only cellular service provider~~established a wholly-owned subsidiary to diversify our sales activities. The new subsidiary, PS & Marketing Co., Ltd., was established with an investment of Won 150 billion and began operating 13 stores in ~~Korea, we were able~~May 2009. We expect PS & Marketing Co., Ltd. to ~~maintain a low level of marketing and advertising expenses. However, over~~expand its sales network focusing on areas that are not covered by our existing sales network.

Over the last several years, competition in the wireless telecommunications business has caused us to increase significantly our marketing and advertising expenses and, with continuing competition, we expect that such expenses will remain high. In ~~2005,~~ 2006, 2007 and ~~2007,~~2008, advertising expenditures amounted to ~~2.6%~~2.8%, ~~2.8%~~2.6% and ~~3.3%~~2.6% of our revenues, respectively.

Marketing Strategies and Marketing Information Management

Next Generation Marketing Project. In December 2003, we launched our “Next Generation Marketing” project to develop more effective marketing strategies and to implement related improvements to our information technology systems and infrastructure. In connection with this project, we have, from time to time, engaged third-party service providers to ~~provide~~receive information technology consulting, design and other related services. In particular, in June 2005, we entered into ~~a Won 53.5 billion~~an agreement with SK C&C Co., Ltd., or SK C&C, to ~~provide~~receive such marketing-related information technology consulting and design services. The Next Generation Marketing project was completed in October 2006. Information technology improvements we have implemented in connection with this project include the introduction of more advanced and integrated accounts receivable, accounts payable and customer relationship management systems, as well as more effective information security controls. We believe these upgrades have enhanced our ability to process and utilize marketing- and subscriber-related data, which, in turn, has helped us to develop more effective and targeted marketing strategies, as well as improved the overall accuracy and management of certain financial data.

We currently operate a customer information system designed to provide us with an extensive customer database. Our customer information system includes a billing system that provides us with comprehensive account information for internal purposes and enables us to efficiently respond to customer requests. Our customers can also change their service plans, verify the charges accrued on their accounts, receive their bills online and send text messages to our other subscribers through our website atwww.tworld.co.kr.

~~New “T”~~“T”-brand Marketing Strategy. To increase brand awareness and promote our corporate image, in August 2006, we launched our “T”-brand marketing campaign. Our ~~new~~ “T” brand signifies the centrality of “Telecommunications” and “Technology” to our business and also seeks to emphasize our commitment to providing “Top” quality, “Trustworthy” products and services to our customers. We have begun to market all new products and services under the “T” brand, while brands existing prior to August 2006 will be re-branded and gradually integrated under the “T” brand umbrella.

Interconnection

Our networks interconnect with the public switched telephone networks operated by KT Corporation ~~hanarotelecom incorporated,~~and SK Broadband and, through their networks, with the international gateways of KT Corporation, LG DACOM Corporation and ~~KINX,~~Onse Telecom Corporation, as well as the networks of the other wireless telecommunications service providers in Korea. These connections enable our subscribers to make and receive calls from telephones outside our networks. Under Korean law, service providers are required to permit other service providers to interconnect to their networks. If a new service provider desires interconnection with the networks of an existing service provider but the parties are unable to reach an agreement within 90 days, the new service provider can appeal to the ~~Korea Communications Commission, a governmental agency under the MIC.~~KCC.

~~For 2005, our total interconnection revenues were Won 898.6 billion and our total interconnection expenses were Won 989.4 billion.~~ For 2006, our total interconnection revenues were Won 1,033.4 billion and our total interconnection expenses were Won 1,014.9 billion. For 2007, our total interconnection revenues were Won 1,062.2 billion and our total interconnection expenses were Won 1,078.7 billion. For 2008, our total interconnection revenues were Won 1,149.2 billion and our total interconnection expenses were Won 1,327.4 billion. See note 30 of the notes to our consolidated financial statements.

Domestic Calls

Guidelines issued by the MIC require that all interconnection charges levied by a regulated carrier take into account (i) the actual costs to that carrier of carrying a call or (ii) imputed costs. The interconnecting parties are required to calculate the relevant imputed costs on an annual basis. In the event of a dispute regarding the imputed costs, the ~~Korea Communications Commission~~KCC is empowered to act as arbitrator.

Wireless-to-Fixed-line. According to our interconnection arrangement with KT Corporation, for a call from our wireless network to KT Corporation’s fixed-line network, we collect the usage rate from our wireless subscriber and in turn pay KT Corporation the interconnection charges based on KT Corporation’s imputed costs.

Fixed-line-to-Wireless. The ~~MIC~~KCC determines interconnection arrangements for calls from a fixed-line network to a wireless network. For a call initiated by a fixed-line user to one of our wireless service subscribers, the fixed-line network operator collects our usage fee from the fixed-line user and remits to us an interconnection charge. Interconnection with KT Corporation accounts for substantially all of our fixed-line-to-wireless interconnection revenue and expenses.

In July 2004, the MIC introduced a new method of calculating interconnection rates for calls from fixed-line networks to wireless networks, based on the long-run incremental cost of each wireless service provider, taking into consideration technology development and future expected costs. The long-run incremental cost method has been adopted by other countries such as the United States, the United Kingdom and Japan. The interconnection rates paid by fixed-line network service providers to each wireless network service provider are set out below. The ~~MIC~~KCC announced the interconnection rates for ~~2007 in September 2006. Interconnection rates for 2008 are expected to be decided in September~~ 2008 and ~~once decided, will be~~2009 in December 2008, which were applied retroactively tofrom January 1, 2008.


	Rate per Minute									Rate per Minute
Applicable Year	SK Telecom			KTF			LGT			SK Telecom		KTF		LGT

2004	W	31	.81	W	47	.66	W	58	.55
2005		31	.19		46	.70		54	.98	W	31.19	W	46.70	W	54.98
2006		33	.13		40	.06		47	.01		33.13		40.06		47.01
2007		32	.78		39	.60		45	.13		32.78		39.60		45.13
2008											33.41		38.71		39.09
2009											32.93		37.96		38.53

The impact on our operations of the decrease in our interconnection rate for 2007 was more than offset by an increase in incoming call volume in 2007, which resulted in an overall increase of Won 28.8 billion in interconnection revenues. Our interconnection expenses, however, also increased in 2007 by Won 63.8 billion, primarily due to higher subscriber numbers resulting in higher call volume. The Won 63.8 billion increase in interconnection expenses includes the increase in the~~mobile-to-mobile~~ ~~interconnection expenses that were paid to other wireless service providers.~~

Wireless-to-Wireless. The MIC implemented interconnection charges for calls between wireless telephone networks in Korea starting in January 2000. Under these arrangements, the operator originating the call pays an interconnection charge to the operator terminating the call. For all operators, the amount of the charge is derived from our imputed cost, which was Won ~~31.19~~33.13 per minute, Won ~~33.13~~32.78 per minute and Won ~~32.78~~33.41 per minute for ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively. Our revenues from thewireless-to-wireless charge were ~~Won 502.7 billion in 2005,~~ Won 606.8 billion in 2006, ~~and~~ Won 651.5 billion in ~~2007.~~2007 and Won 745.3 billion in 2008. Our expenses from these charges were Won ~~644.6 billion in 2004, Won 748.8 billion in 2005, Won~~ 737.5 billion in 2006, ~~and~~ Won 784.7 billion in ~~2007.~~2007 and Won 821.3 billion in 2008. The charges above were agreed among the parties involved and confirmed by the ~~MIC.~~KCC.

The increase in our interconnection rate for 2008, together with an increase in incoming call volume in 2008, contributed to an overall increase of Won 87.0 billion in interconnection revenues. Our interconnection expenses, also increased in 2008 by Won 248.7 billion, primarily due to higher subscriber numbers resulting in higher call volume. The Won 248.7 billion increase in interconnection expenses includes the increase in the mobile-to-mobile interconnection expenses that were paid to other wireless service providers.

International Calls

With respect to international calls, if a call is initiated by a wireless subscriber, we bill the wireless subscriber for the international charges of KT Corporation, DACOM or ~~hanarotelecom,~~SK Broadband, and we receive interconnection charges from such operators. If an international call is received by our subscriber, KT Corporation, DACOM or ~~hanarotelecom~~SK Broadband pays interconnection charges to us based on our imputed costs.

International Roaming Arrangements

To complement the services we provide to our subscribers in Korea, we offer international voice and data roaming services. We charge our subscribers usage fees for global roaming service and, in turn, pay foreign wireless network operators fees for the corresponding usage of their network. For a more detailed discussion of our global roaming services, see “— Our Services — Cellular Voice Services” above.

Digital Cellular Network

We offer wireless voice and data telecommunications services throughout Korea using digital wireless networks, including a CDMA network, which currently reaches approximately 99% of the population, a CDMA 1xRTT/CDMA 1xEV-DO network, which currently reaches approximately 90% of the population, an

HSDPA-capable WCDMA network, which currently reaches approximately 99% of the population and a WiBro network, which currently services “hot zone” districts in 2342 cities in Korea.

CDMA Networks

CDMA technology is a continuous digital transmission technology that accommodates higher throughput than analog technology by using various coding sequences to allow concurrent transmission of voice and data signals for wireless communication. In January 1996, we launched our first wireless network based on CDMA technology and became the world’s first to commercialize CDMA cellular service. Our CDMA-based network infrastructure has been the core platform for our wireless telecommunications business.

CDMA technology is currently in commercial operation in several countries including Korea, Hong Kong and the United States. A majority of the digital wireless networks currently in use around the world are based on either the European Global System for Mobile Communication standard or other time division multiple access technologies. Unlike the continuous digital transmission method of CDMA technology, these technologies break voice signals into sequential pieces of a defined length, place each piece into an information conduit at specific intervals and then reconstruct the pieces at the end of the conduit.

CDMA 1xRTT and CDMA 1x EV-DO Networks

In October 2000, we began offering wireless voice and data services on our CDMA 1xRTT network. CDMA 1xRTT is an advanced CDMA-based technology that allows transmission of data at speeds of up to 144 Kbps (compared to a maximum of 64 Kbps for our basic CDMA network).

Unlike our CDMA network, our CDMA 1xRTT network has been designed to allow upgrades in step with advances in wireless technology. In the first half of 2002, we launched an upgrade of our CDMA 1xRTT network to a more advanced technology called CDMA 1xEV-DO. CDMA 1xEV-DO is a CDMA-based technology, similar to CDMA 1xRTT, but which enables data to be transmitted at speeds of up to 2.4 Mbps. This higher transmission speed permits interactive transmission of data required for videophone services, a high-speed wireless Internet connection, as well as a multitude of multimedia services. In 2004, we completed the full upgrade of our CDMA 1xRTT network to CDMA 1xEV-DO technology. For details of our capital expenditures relating to CDMA 1xRTT and CDMA 1xEV-DO, see “Item 5.B. Liquidity and Capital Resources”.

WCDMA Network

WCDMA is a 3G, high capacity wireless communication system that enables us to offer an even wider range of telecommunications services, including cellular voice communications, video telephony, data communications, multimedia services, wireless Internet connection, automatic roaming and satellite communications. We commenced provision of our 3G services using on ourHSDPA-upgraded WCDMA network on a limited basis in Seoul at the end of 2003. In March 2005, we developed and launched dual band/dual mode handsets, to offer seamless nationwide 3G service, an important factor for a nationwide deployment of WCDMA services.

In 2005, we completed commercial development of HSDPA technology and integrated this technology in the subsequent build-out of our WCDMA network. HSDPA, which represents an evolution of the WCDMA standard, is a more advanced 3G technology than the initial WCDMA technology we implemented and is sometimes referred to as “3.5G” technology. In March 2007, we completed nationwide expansion of our HSDPA-capable WCDMA network, which currently reaches approximately 99% of the Korean population. Our WCDMA network enables significantly faster and higher-quality voice and data transmission and supports more sophisticated wireless data transmission services, including video telephony and other multimedia communications, than is possible through our 2G networks. In June 2007, we began HSUPA upgrades to our WCDMA network, ~~and expect such upgrades to be complete by the end of 2009.~~which is currently in progress. HSUPA technology represents yet the next stage in the evolution of the WCDMA

standard. In particular, while HSDPA enables significantly improved downlink data transmission speeds, HSUPA permits faster uplink speeds. Our implementation of HSDPA and HSUPA technology will allow us to offer significantly improved, and a wider range of, wireless data transmission services, including more sophisticated multimedia digital contents and products. We also plan to continue enhancing our 3G service quality in ~~2008,~~2009, including through the installation of additional small cell sites or cellular repeaters to improve reception quality in subterranean areas, buildings or any

remaining “blind spots” where reception quality may not be optimal. For more information about our capital expenditures relating to our WCDMA-based network, see “Item 5.B. Liquidity and Capital Resources”, and for more information about risks relating to our WCDMA-based network, see “Item 3.D. Risk Factors — Implementation of 3G ~~technology~~and WiBro technologies has required, and may continue to require, significant capital and other expenditures, which we may not ~~recoup and such technology may be difficult to integrate with our existing technology and business”~~recoup”.

WiBro

We have also received a license from the MIC to provide wireless broadband, or WiBro services, which we believe will complement our existing networks and technologies. WiBro is a data-only transmission technology that enables high-speed wireless broadband access to portable computers, mobile phones and other portable devices. We conducted initial pilot testing of WiBro service in limited areas of metropolitan Seoul in May 2006 and currently service “hot zone” areas in 2342 cities. “Hot zone” areas are districts and neighborhoods that are characterized by high levels of wireless data traffic, primarily financial districts and university environs. We plan to further expand service to hot zone areas in 4284 cities by the end of ~~2008.~~2009. Beyond ~~2008,~~2009, our WiBro expansion plans will depend, in part, on subscriber demand for WiBro services.

Network infrastructure

The principal components of our wireless networks are:


	•	Cell sites,, which are physical locations equipped with transmitters, receivers and other equipment that communicate by radio signals with wireless handsets within range of the cell (typically a 3 to 40 kilometer radius);

	•	Switching stations,, which switch voice and data transmissions to their proper destinations, which may be, for instance, a mobile phone of one of our subscribers (for which transmissions would originate and terminate on our wireless networks), a mobile phone of a ~~KTF~~KT Corporation or LGT subscriber (for which transmissions would be routed to ~~KTF’s~~KT Corporation’s or LGT’s wireless networks, as applicable), a fixed-line telephone number (for which calls would be routed to the public switched telephone network of a fixed-line network operator), an international number (for which calls would be routed to the network of a long distance service provider) or an Internet site (for which transmissions may be routed through our NATE portal); and

	•	Transmission lines,, which link cell sites to switching stations and switching stations with other switching stations.

As of December 31, ~~2007,~~2008, our CDMA, CDMA 1RTT, CDMA 1xEV-DO, WCDMA and WiBro networks had an aggregate of ~~16,099~~17,213 cell sites.

We purchase our principal digital wireless equipment for our CDMA networks from LG Electronics and Samsung Electronics. We have purchased substantially all of the equipment for our CDMA 1xRTT and CDMA 1xEV-DO networks from Samsung Electronics and have purchased substantially all of the equipment for our WCDMA network, including the software and firmware used to implement HSDPA and HSUPA upgrades, from Samsung Electronics and LG Nortel. We have purchased substantially all of the equipment for our WiBro network from Samsung Electronics.

Most of the transmission lines we use, including virtually all of the lines linking switching stations, as well as a portion of the lines linking cell sites to switching stations, comprise optical fiber lines that we own and operate directly. However, we have not undertaken to install optical fiber lines to link every cell site and switching station. In places where we have not installed our own transmission lines, we lease lines from SK Networks, KT Corporation and, to a lesser extent, ~~hanarotelecom,~~SK Broadband and LG Powercomm Co., Ltd. ~~and Dreamline.~~ Under applicable Korean law,

those Korean fixed-line operators that satisfy applicable conditions regarding market share and sales volume set forth in the Telecommunications Business Act may not decline to provide leased line services to us without reasonable cause. In May 2009, we entered into an agreement with SK Networks to purchase its leased line business for Won 892.85 billion. The purchase remains subject to regulatory approvals and approval by shareholders of SK Networks. In addition, we will also assume Won 627.8 billion of debt as part of the transaction.

We use a cellular network surveillance system. This system oversees the operation of cell sites and allows us to monitor our main equipment located throughout the country from one monitoring station. The automatic inspection and testing provided to the cell sites lets the system immediately rebalance to the most suitable setting, and the surveillance system provides automatic dispatch of repair teams and quick recovery in emergency situations.

Other Investments and Relationships

We have investments in several other businesses and companies and have entered into various business arrangements with other companies. Our principal investments fall into the following categories:

Wireless Content Providers and Application Providers

As part of our strategy to develop additional applications and content for our wireless data services, we invest in companies which develop wireless applications and provide Internet content, including content accessible by users of our wireless networks.

Digital Content Providers. We also hold investments in companies that develop content for use in our fixed-line and wireless Internet businesses, particularly in the entertainment sector, to better capture growth opportunities arising from the provision of varied, high-quality digital contents. As wireless data transmission services have become increasingly important in the growth of our business, we are seeking to secure valuable mobile data and digital contents by making equity investments in various content providers.

We currently hold a 37.1% equity interest in iHQ Inc., an entertainment management firm that produces films, manages entertainers and operates online game services. We also hold a ~~60.0%~~63.5% stake in Loen Entertainment Inc. (formerly, Seoul Records Inc.), Korea’s largest music recording company in terms of records released and revenues. ~~In July, 2007, we also acquired~~We currently hold a ~~66.7%~~63.7% equity interest in Ntreev Soft Co., Ltd., an online game developer, particularly known for its multi-player sports games and anime-based games. Through our investments in companies such as iHQ, Loen Entertainment and Ntreev Soft, we are able to offer customers of our MelOn, Cizle and Gaming portal services access to an expanded range of music- and entertainment-related digital contents and mobile games, respectively.

In ~~July and October~~ 2005, we and certain other Korean investment companies invested an aggregate Won 4040.0 billion to establish three funds to invest in the music industry and seek strategic partnerships with recording companies. As of December 31, ~~2007,~~2008, our contribution to the funds amounted to Won 4039.6 billion. ~~Furthermore,~~In 2005 and in ~~September, October~~2008, we and ~~December 2005, we and~~certain co-investors invested an aggregate Won ~~55.8~~74.7 billion to establish ~~four~~five movie-production funds to strengthen our ability to obtain movie content. We had invested Won ~~28.5~~36.6 billion in the funds as of December 31, ~~2007.~~2008. Furthermore, in 2008, we and certain co-investors invested an aggregate Won 105.4 billion to establish six additional funds to invest in the production of various cultural contents, including movies and television dramas. As of December 31, 2008, our contribution to these funds amounted to Won 60.4 billion. Such investments reflect our business strategy of diversification into new areas, such as media and entertainment.

Wireless Application Developers. We hold investments in companies that help enable us to further develop and improve our wireless applications and multimedia platforms. In particular, we have invested in developers of wireless financial, or m-commerce, services, including companies that provide wireless billing solutions; developers of wireless modem devices; and developers of Internet search applications.

Other Investments

Our other investments include:


	•	POSCO. We currently own a ~~2.9%~~2.8% interest in the outstanding capital stock of POSCO, with a book value as of December 31, ~~2007~~2008 of Won ~~1,426.8~~943 billion. POSCO is the largest fully integrated steel producer in Korea, and one of the largest steel producers in the world.

	•	~~hanarotelecom.~~~~We currently own a 43.4% interest in hanarotelecom with a book value, following our acquisition of a 38.6% equity stake in the company in March 2008, of Won 1,206.3 billion as of March 31,~~


		~~2008. hanarotelecom currently provides fixed-line telephone and broadband-based Internet services and “Hana TV”, avideo-on-demand~~ ~~service and plans to roll out real-time IP TV services in the future.~~


	•	~~LG Powercomm.~~ We currently own a 5.0% interest in LG Powercomm (formerly Powercomm Corporation), with a book value as of December 31, 2007 of Won 89.4 billion. Powercomm is an operator of fixed-line networks that provides wholesale fixed-line network services, such as leased lines, to telecommunications, Internet and cable television service providers in Korea.

	•	SK C&C. We currently own a 30.0% equity interest in SK C&C, with a book value as of December 31, ~~2007~~2008 of Won ~~1,037.6~~677 billion. SK C&C is an information technologies services provider. We are party to several service contracts with SK C&C related to development and maintenance of our information technologies systems. See “Item 7.B. Related Party Transactions”. We intend to dispose of our entire equity interest in


		SK C&C in the initial public offering of SK C&C’s common shares on the Korea Exchange, ~~expected to be completed in July 2008.~~which is currently on hold. We can provide no assurance ~~however,~~ that the initial public offering will be consummated on a timely basis or at all.


	•	SKY Property Management. We currently own a 60.0% equity interest in SKY Property Management Ltd., with a book value as of December 31, 2008 of Won 287 billion. SKY Property Management was established in 2008 to manage buildings and real estate developments in China, in which affiliated companies of the SK Group had invested or will invest.

	•	SK Marketing & Company. We currently own a 50.0% equity interest in SK Marketing & Company Co., Ltd., with a book value as of December 31, 2008 of Won 97 billion. SK Marketing & Company Co., Ltd. provides marketing-related services to corporate and individual clients.

	•	LG Powercomm. We currently own a 4.6% interest in LG Powercomm Co., Ltd. (formerly Powercomm Corporation), with a book value as of December 31, 2008 of Won 39 billion. LG Powercomm Co., Ltd. is an operator of fixed-line networks that provides wholesale fixed-line network services, such as leased lines, to telecommunications, Internet and cable television service providers in Korea.

For more information regarding our investment securities, see note 4 of the notes to our consolidated financial statements.

Competition

We were Korea’s only provider of cellular telecommunications services until April 1996, when Shinsegi began offering its CDMA service. In 1996, the Government issued three additional licenses to KTF, LGT and Hansol PCS to operate CDMA services. Each of KTF, LGT and Hansol PCS commenced operation of its CDMA service in October 1997.

Beginning in 2000, there has been considerable consolidation in the wireless telecommunications industry, resulting in the emergence of stronger competitors. In 2000, KT Corporation acquired 47.9% of Hansol M.Com’s outstanding shares and renamed the company KT M.Com. KT M.Com merged into KTF in May 2001. In May 2002, the Government sold its remaining 28.4% stake in KT Corporation. In June 2009, KTF merged into KT Corporation, which had held a 54.25% interest in KTF before the merger.

Significant advances in technology are occurring that may affect our businesses, including the roll-out or the planned roll-out by us and our competitors of advanced high-speed wireless telecommunications networks based on technologies including CDMA 1xEV-DO, WCDMA, CDMA2000 and WiBro.

~~See “Item 3.D., Risk Factors — Competition may reduce our market share and harm our results of operations and financial condition”.~~

As of December 31, ~~2007,~~2008, according to the ~~MIC,~~KCC, KTF and LGT had ~~13.7~~14.4 million and ~~7.8~~8.2 million subscribers, respectively, representing approximately 31.5% and 18.0%, respectively, of the total number of wireless subscribers in Korea on such date. As of December 31, ~~2007,~~2008, we had ~~22.0~~23.0 million subscribers, representing a market share of approximately 50.5%.

For a description of the risks associated with the competitive environment in which we operate, see “Item 3.D. Risk Factors — Competition may reduce our market share and harm our results of operations and financial condition”.

Under a multilateral agreement on basic telecommunications services among the members of the World Trade Organization effective November 1997, the Government has agreed to gradually reduce the restrictions on foreign and individual shareholdings in telecommunications service providers, including us, in Korea. The relevant Korean law, the Telecommunications Business Act, was amended to give effect to the provisions of the WTO agreement. While the WTO agreement enables us to seek foreign investors and strategic partners and to more easily take advantage of opportunities for investments in overseas telecommunications projects, it may also benefit our competitors and further intensify competition in the domestic market.

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Law and Regulation

Overview

Korea’s telecommunications industry is subject to comprehensive regulation by the KCC, which is responsible for information and telecommunications policies, radio and broadcasting management. The KCC regulates and supervises a broad range of communications issues, including:


	•	entry into the telecommunications industry;

	•	scope of services provided by telecommunications service providers;

	•	allocation of radio spectrum;

	•	setting of technical standards and promotion of technical standardization;

	•	rates, terms and practices of telecommunications service providers;

	•	customer complaints;

	•	interconnection and revenue-sharing between telecommunications service providers;

	•	disputes between telecommunications service providers;

	•	research and development budgeting and objectives of telecommunications service providers; and

	•	competition among telecommunications service providers.

Pursuant to an amendment to the Government Organization Act, effective as of February 29, 2008, the Ministry of Information and Communication, or ~~“MIC”,~~MIC, has ~~recently~~ become the Ministry of Knowledge Economy, and functions formerly performed by the MIC are now performed separately by the Ministry of Knowledge Economy, the Ministry of Culture, Sports and Tourism, the Ministry of Public Administration and Security, and, particularly, the KCC. In this report, we refer to the MIC as the relevant governmental authority in connection with any approval granted or action taken by the MIC prior to such amendment and to such other relevant governmental authority in connection with any approval granted or action taken by such other relevant governmental authority subsequent to such amendment.

Telecommunications service providers are currently classified into three categories: network service providers, value-added service providers, and specific service providers. We are classified as a network service provider because we provide telecommunications services with our own telecommunications networks and related facilities. As a network service provider, we are required to obtain a license from the KCC for each of the services we provide. Our licenses permit us to provide cellular services and third generation wireless services using WCDMA and WiBro technology. Our cellular license ~~does~~did not provide for a fixed term but, upon the amendment of the Radio Wave Act of Korea in 2005, our cellular license is valid for five years starting from 2006, our IMT-2000 license is valid for 15 years starting from 1999 and our WiBro license is valid for seven years starting from 2005.

The KCC may revoke our licenses or suspend any of our businesses if we fail to comply with its rules, regulations and corrective orders, including the rules restricting beneficial ownership and control and corrective orders issued in connection with any violation of rules restricting beneficial ownership and control or any violation of the conditions of our licenses. Alternatively, in lieu of suspension of our business, the MIC may levy a monetary penalty of up to 3% of the average of our annual revenue for the preceding three fiscal years. A network services provider that wants to cease its business or dissolve must obtain KCC approval.

In ~~May~~September 2007, ~~the MIC issued a request for comments on a proposal to amend~~ the enforcement regulations under the Telecommunications Business ~~Act. Under the proposed amendment, many telecommunications services would fall under a broad class of “transmission services”. As a result, currently~~Act were amended to permit licensed telecommunications service providers ~~would be able~~ to provide local, long-distance and international telephone services, as well as broadband Internet access and Internet phone services, without additional business licenses. ~~The proposed amendment to the enforcement regulations under the Telecommunications Business Act is currently being considered by the KCC .~~

In the past, the MIC has stated that its policy was to promote competition in the Korean telecommunications market through measures designed to prevent the dominant service provider in any such market from exercising its market power in such a way as to prevent the emergence and development of viable competitors. While all network

service providers are subject to KCC regulation, we are subject to increased regulation because of our position as the dominant wireless telecommunications services provider in Korea.

Competition Regulation

The ~~Korea Communications Commission~~KCC is charged with ensuring that network service providers engage in fair competition and has broad powers to carry out this goal. If a network service provider is found to be in violation of the fair competition requirement, the ~~Korea Communications Commission~~KCC may take corrective measures it deems necessary, including, but not limited to, prohibiting further violations, requiring amendments to the articles of ~~association~~incorporation or to service contracts with customers, and requiring the execution or performance of, or amendments to, interconnection agreements with other network service providers.

In addition, we qualify as a ~~market dominating~~“market-dominating business ~~entity~~entity” under the Fair Trade Act. Accordingly, we are prohibited from engaging in any act of abuse, such as unreasonably determining, maintaining or altering service rates, unreasonably controlling the rendering of services, unreasonably interfering with business activities of other business entities, hindering unfairly the entry of newcomers or substantially restricting competition to the detriment of the interests of consumers.

Because we belong to the SK Group, which is a large business group as designated by the FTC, we are subject to the following restrictions under the Fair Trade Act:


	•	Restriction on debt guarantee among affiliates. Any affiliate within the SK Group may not guarantee the debts of another domestic affiliate, except for certain guarantees prescribed in the Fair Trade Act, such as those relating to the debts of a company acquired for purposes of industrial rationalization, bid deposits for overseas construction work or technology development funds.

	•	Restriction on cross-investment. A member company of the SK Group may not acquire or hold shares in an affiliate belonging to the SK Group that owns shares in the member company.

	•	Public notice of board resolution on large-scale transactions with specially related persons. If a member of the SK Group engages in a transaction with a specially related person in the amount of 10% or more of the member’s capital or for Won 10 billion or more, the transaction must be approved by a resolution of the member’s board of directors and the member must publicly disclose the transaction.

	•	Restrictions on equity investments in other domestic companies. Under the Fair Trade Act, a company that is a member of a large business group as designated by the FTC is generally required to limit its total investments in other domestic companies to 40% of its non-consolidated net assets. Depending on the time frame in which such a company acquired shares in excess of the 40% ceiling, the FTC may issue corrective orders requiring, for example, the disposition of the shares held in excess of the 40% ceiling or imposing limitations on the voting rights for such sharesand/or monetary sanctions. We were subject to such restrictions on equity investments in other domestic companies until July 3, 2007, when the company formerly known as SK Corporation underwent a corporate ~~reorganization,~~rehabilitation, pursuant to which SK Corporation spun off substantially all of its operating business divisions into a newly established corporation named SK Energy Co., Ltd. and the surviving company, renamed SK Holdings Co., Ltd., became a holding company under the Fair Trade Act. As a holding company under the Fair Trade Act, SK Holdings and its subsidiaries (including us), as well as any subsidiaries of SK Holdings’ subsidiaries(“sub-subsidiaries”), are exempted from the Fair Trade Act’s restrictions on equity investments in other domestic companies. However, SK Group member companies that are not subsidiaries (orsub-subsidiaries) of SK Holdings remain subject to such restrictions on equity investments in other domestic companies. In March 2009, an amendment to the Fair Trade Act abolished such restrictions on total investments in other domestic companies.

	•	Restrictions on investments by subsidiaries andsub-subsidiaries of holding companies. The Fair Trade Act prohibits subsidiaries or~~sub-subsidiaries~~ of holding companies from investing in, or holding shares of common stock of, domestic affiliates that belong to the same large business group, unless such domestic affiliates are their own ~~subsidiaries (orsub-subsidiaries).~~subsidiaries. Furthermore, sub-subsidiaries of holding companies are prohibited from investing in, or holding shares of common stock of, domestic affiliates that belong to the same large business group, unless all shares issued by the affiliates are held by the sub-subsidiary. Therefore, we and other subsidiaries ~~(or~~of

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		~~sub-subsidiaries)~~ of SK Holdings may not invest in any domestic affiliate that is also a member company of the SK Group, except in the case where we invest in our own subsidiary ~~(or sub-subsidiary)~~ or where another subsidiary ~~(or sub-subsidiary)~~ of SK Holdings invests in its own ~~subsidiary (or sub-subsidiary).~~subsidiary.


	•	Public notice of the current status of a business group. Pursuant to a recent amendment to the Enforcement Decree of the Fair Trade Act which became effective in June 2009, a member company of the SK Group must publicly disclose the general status of the SK Group, including the name, business scope and financial status of affiliates, information on the officers of affiliates, information on shareholding and cross-investments between member companies in the SK Group and information on transactions with certain related persons on a quarterly basis.

Number Portability. Previously, Korea’s wireless telecommunications system was based on a network-specific prefix system in which a unique prefix was assigned to all the phone numbers of a network operator. We were assigned the “011” prefix, and all of our subscriber’s mobile phone numbers began with “011” (former Shinsegi subscribers use the “017” prefix). Our subscribers could not change their wireless phone service to another wireless operator and keep their existing numbers. In January 2003, the MIC announced its plan to implement number portability with respect to wireless telecommunications services in Korea. The number portability system allows wireless subscribers to switch wireless service operators while retaining the same mobile phone number. However, subscribers who switch operators must purchase a new handset, as we use a different frequency than ~~KTF~~KT Corporation and LGT. In accordance with the plan published by the MIC, the number portability system was adopted by us starting from January 1, 2004. KTF and LGT introduced number portability beginning on July 1, 2004 and January 1, 2005, respectively. For details of the number of subscribers who transferred to the services of our competitors following the implementation of the number portability system, see “— Subscribers”.

In addition, in order to manage the availability of phone numbers efficiently and to secure phone number resources for the new services, the MIC has begun to integrate mobile telephone identification numbers into a common prefix identification number “010” and to gradually retract the current mobile service identification numbers which had been unique to each wireless telecommunications service provider, including “011” for our cellular services, starting from January 1, 2004. All new subscribers have been given the “010” prefix starting January 2004. For details of the number of new subscribers for each of the major wireless cellular providers following the adoption of the “010” prefix January 2004, see “— Subscribers”.

For risks relating to number portability, see “Item 3.D. Risk Factors — Our businesses are subject to extensive Government regulation and any change in Government policy relating to the telecommunications industry could have a material adverse effect on our results of operations, financial condition and ~~financial condition”~~cash flows”.

Prohibitions on Handset Subsidies. Until March 26, 2006, when an amendment to the Telecommunications Business Act came into effect, telecommunications service providers had been prohibited from providing handset subsidies to attract new subscribers under the Telecommunications Business Act. From March 27, 2006 until March 27, 2008, when the prohibition on handset subsidies was fully lifted, the prohibition on handset subsidies was subject to the following exceptions:


	•	a telecommunications service provider could provide subsidies to subscribers who had maintained their subscription with the same telecommunications service provider for at least 18 months,providedthat no separate subsidy was provided to the same subscriber for two years thereafter; or

	•	a telecommunications service provider that had provided a particular telecommunications service for less than six years could provide subsidies to subscribers of such service.

Accordingly, until March 2008 we were permitted to provide handset subsidies only to our subscribers who had been using our services uninterruptedly for at least 18 months, or to our subscribers who were subscribing to our HSDPA or WiBro services. The Telecommunications Business Act required any telecommunications service provider seeking to provide handset subsidies to report to the KCC the qualifying criteria and range of subsidy payments no later than 30 days prior to the effective date of the applicable subsidy payment. Following the ~~full-lifting~~full- lifting of the prohibition on handset subsidies in March 2008, telecommunications service providers are no longer subject to the restrictions described above.

Rate Regulation. Most network service providers must report to the KCC the rates and contractual terms for each type of service they provide, but generally they may set rates at their discretion. However, as the dominant network services provider for specific services (based on having the largest market share in terms of number of subscribers and meeting certain revenue thresholds), we must obtain prior approval of our rates and terms of service from the KCC. In each of the years in which this requirement has been applicable, the MIC has designated us for wireless telecommunications service and KT Corporation for local telephone and Internet services, as dominant network service providers subject to this approval requirement. As a condition to its approval of our merger with SK

IMT, the MIC required that we submit the rates for our third generation mobile services using WCDMA technology to the MIC for approval prior to the launch of such services. The KCC’s policy is to approve rates if they are appropriate, fair and reasonable (that is, if the rates have been reasonably calculated, considering supply costs, profits, classification of costs and ~~if they~~profits for each service, cost savings through changes in the way services are ~~calculated in a transparent~~provided and ~~appropriate manner.~~the influence on fair competition, among others). It may order changes if it deems the rates to be significantly unreasonable or against public policy.

~~On April 9, 2003,~~ In May 2007, the MIC ~~announced its plan~~determined to ~~adopt a “reserved reporting” system~~terminate the monitoring of whether we met the condition for ~~setting new rates as a measure to relax~~ the ~~stringent regulation on pricing. Under the “reserved reporting” system, we would have to report~~MIC’s approval of our ~~proposed new rate plan~~merger with the KCC in order to change our rates. Unless the KCC objects to the proposed rate plan within a certain period of time, such rates would be automatically adopted. We believe that this system, if implemented, would give us greater flexibility in setting our wireless communications service rates in response to market conditions in a timely manner, but we can give no assurance that such a system will be adopted as currently contemplated, or at all, or that the rates allowed by such a system will allow us to remain profitable.SK IMT.

Furthermore, in 2007, the MIC announced a “road map” highlighting revisions in regulations to promote deregulation of the telecommunications industry. In accordance with the road map and pursuant to the Combined Sales Regulation, promulgated in May 2007, telecommunications service providers are now permitted to bundle their services, such as wireless data service, wireless voice service, broadband Internet access service and fixed-line telephone service, at a discounted rate; provided, however, that we and KT Corporation, which are designated as market-dominating business entities under the Telecommunications Business Act, allow other competitors to employ the services provided by us and KT Corporation, respectively, so that such competitors can provide similar discounted package services. ~~The road map also includes plans to amend~~In September 2007, the regulations and provisions under the Telecommunications Business Act were amended to permit licensed transmission service providers to offer local, domestic long-distance and international telephone services, as well as broadband Internet access and Internet phone services, without additional business licenses. ~~The proposed amendment is currently being considered by the KCC.~~ The introduction of bundled services may increase competition in the telecommunications sector, as well as cause downward price pressure on the fees we charge for our services, which, in turn, may have a material adverse effect on our results of operations.

Interconnection. Dominant network service providers such as ourselves that own essential infrastructure facilities or that possess a certain market share are required to provide interconnection of their telecommunications network facilities to other service providers upon request. The KCC sets and announces the standards for determining the scope, procedures, compensation and other terms and conditions of such provision, interconnection or co-use. We have entered into interconnection agreements with KT Corporation, DACOM, Onse and other network service providers permitting these entities to interconnect with our network. We expect that we will be required to enter into additional agreements with new operators as the KCC grants permits to additional telecommunications service providers.

Frequency Allocation. The KCC has the discretion to allocate and adjust the frequency band for each type of service. Upon allocation of new frequency bands or adjustment of frequency bands, the KCC is required to give a public notice. The KCC also regulates the frequency to be used by each radio station, including the transmission frequency used by equipment in our cell sites. All of our frequency allocations are for an indefinite term. We pay fees to the KCC for our frequency usage that are determined based upon our number of subscribers, frequency usage by our networks and other factors. For ~~2005,~~ 2006, 2007 and ~~2007,~~2008, the fee amounted to Won ~~156.1~~159.0 billion, Won ~~159.0~~166.4 billion and Won ~~164.1~~163.9 billion, respectively.

In addition, we paid Won 650 billion of the Won 1.3 trillion cost of the IMT-2000 license in March 2001 and are required to pay the remainder of the license cost in annual installments for a five-year period from 2007 through 2011. For more information, see note ~~2(k)~~2(l) and note 8 of the notes to our consolidated financial statements for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007.~~2008.

Mandatory Contributions and Obligations

Contributions to the Fund for Development of Information Telecommunications. The Ministry of Knowledge Economy has the authority to recommend to network service providers that they provide funds for national research

and development of telecommunications technology and related projects. For 2007, the MIC recommended that we

contribute 0.75% of budgeted revenues (calculated pursuant to MIC guidelines that differ from our accounting practices) to the Fund for Development of Information Telecommunications operated by the MIC.

In May 2002, the MIC announced significant changes to the Government contribution system. Starting from 2002, the contributions became mandatory, and the annual contribution which was set at 1.0% of total revenues for the previous year was lowered to 0.5% (0.75% for market dominant service providers like us) of total revenues for the previous year, and will be applicable only to those network service providers who have Won 30 billion in total sales for the previous year and have recorded no net loss in the current period. Under the policy, the maximum amount of the annual contribution to be made cannot exceed 70% of the net profit for the corresponding period of each company. Our contribution to this fund in ~~2005,~~ 2006, 2007 and ~~2007~~2008 was Won ~~68.5~~66.7 billion, Won ~~66.1~~73.7 billion and Won ~~73.7~~71.9 billion, respectively, based on the new MIC requirement of 0.75% of MIC-calculated revenues.

Universal Service Obligation. All telecommunications service providers other than value-added service providers, specific service providers and regional paging service providers or any telecommunications service providers whose net annual revenue is less than an amount determined by the KCC (currently set at Won 3030.0 billion) are required to provide “universal” telecommunications services including local telephone services, local public telephone services, telecommunications services for remote islands and wireless communication services for ships and telephone services for the handicapped and low-income citizens, or contribute toward the supply of such universal services. The KCC designates universal services and the service provider who is required to provide each service. Currently, we are required to offer free subscription fee and a discount of between 35% ~~discount~~to 50% of our monthly fee for cellular services to the handicapped and the low-income citizens.

In addition to such universal services for the handicapped and low-income citizens, we are also required to make certain monetary contributions to compensate for other service providers’ costs for the universal services. The size of a service provider’s contribution is based on its net annual revenue (calculated pursuant to KCC guidelines which differ from our accounting practices). In ~~2005, our contribution amount was Won 25.5 billion for our fiscal year 2004. In~~ 2006, our contribution amount was Won ~~23.7~~27.3 billion for our fiscal year 2005. In 2007, our contribution amount was Won 23.9 billion for our fiscal year 2006. In 2008, our contribution amount was Won 32.8 billion for our fiscal year 2007. As a wireless telecommunications services provider, we are not considered a provider of universal telecommunications services and do not receive funds for providing universal service. Other network service providers that do provide universal services make all or a portion of their “contribution” in the form of expenses related to the universal services they provide.

~~Contribution to 114 Directory Service.~~ Prior to 1998, the cost incurred by KT Corporation to provide 114 directory service was shared among network service providers through the Non-Traffic Sensitive, or NTS, Participation Program. The NTS Participation Program included both the Universal Service Provider Program and contributions for 114 directory services before it came to a halt due to disagreements between the network service providers and the MIC. Since 1999, this cost has been shared among network service providers pursuant to an agreement among themselves. For the period between 2002 and 2004, our share of such costs was determined to be Won 18.3 billion, based on the number of calls made to the 114 directory service through our network. Our contribution amount for 2005 has not yet been determined. Following renegotiation of our agreement with KT Corporation with respect to 114 directory service, beginning in January 2006, we are no longer required to make contributions to the 114 directory service.

Foreign Ownership and Investment Restrictions and Requirements

Because we are a network service provider, foreign governments, individuals, and entities (including Korean entities that are deemed foreigners, as discussed below) are prohibited from owning more than 49% of our voting stock. ~~Effective from May 9, 2004,~~ Korean entities ~~where~~whose largest shareholder is a foreign government or a foreigner (together with any of its related parties) ~~is the largest shareholder~~ and owns 15% or more of the outstanding voting stock are deemed foreigners. If this 49% ownership limitation is violated, certain of our foreign shareholders will not be permitted to exercise voting rights in excess of the limitation and the KCC may require other corrective action.

As of March 31, ~~2008,~~2009, SK Holdings owned 18,748,452 shares of our common stock, or approximately ~~23.09%~~23.22% of our issued shares. As of March 31, ~~2008,~~2009, a foreign investment fund and its related parties collectively held a ~~4.81%~~2.11% stake in SK Holdings. ~~Effective from May 9, 2004, if~~If the foreign investment fund and its related parties increase their shareholdings in SK Holdings to 15% or more and such foreign investment fund and its related parties

collectively constitute the largest shareholder of SK Holdings, SK Holdings will be considered a foreign shareholder, and its shareholding in us would be included in the calculation of our aggregate foreign shareholding. If SK Holdings’ shareholding in us is included in the calculation of our aggregate foreign shareholding, then our aggregate foreign shareholding, assuming the foreign ownership level as of March 31, ~~2008~~2009 (which we believe was ~~48.19%~~45.95%), would reach ~~71.28%~~69.17%, exceeding the 49% ceiling on foreign shareholding.

of the 49% ceiling, which may result in a change in control of us. In addition, the KCC may refuse to grant us licenses or permits necessary for entering into new telecommunications businesses until our aggregate foreign shareholding is reduced to below 49%. If a corrective order is issued to us by the KCC arising from the violation of the foregoing foreign ownership limit, and we do not comply within the prescribed period under such corrective order, the KCC ~~may~~may:


	•	revoke our business license;

	•	suspend all or part of our business; or

	•	if the suspension of business is deemed to result in significant inconvenience to our customers or to be detrimental to the public interest, impose a one-time administrative penalty of up to 3% of the average of our annual revenue for the preceding three fiscal years.

Additionally, ~~an amendment to~~ the Telecommunications Business Act ~~in May 2004~~ also authorizes the KCC to assess monetary penalties of up to 0.3% of the purchase price of the shares for each day the corrective order is not complied with, as well as a prison term of up to one year and a penalty of Won 50 million. See “Item 3.D. Risk Factors — If SK Holdings causes us to breach the foreign ownership limitations on shares of our common stock, we may experience a change of control”.

We are required under the Foreign Exchange Transaction Act to file a report with a designated foreign exchange bank or with the Ministry of Strategy and Finance, or the MOSF, in connection with any issue of foreign currency denominated securities by us in foreign countries. Issuances of US$30 million or less require the filing of a report with a designated foreign exchange bank, and issuances that are over US$30 million in the aggregate within one year from the filing of a report with a designated foreign exchange bank require the filing of a report with the MOSF.

~~A newly adopted amendment to the~~The Telecommunications Business Act ~~effective from May 9, 2004~~ provides for the creation of a Public Interest Review Committee under the ~~MIC (and, now, the KCC)~~KCC to review investments in or changes in the control of network services providers. The following events would be subject to review by the Public Interest Review Committee:


	•	the acquisition by an entity (and its related parties) of 15% or more of the equity of a network services provider;

	•	a change in the largest shareholder of a network services provider;

	•	agreements by a network service provider or its shareholders with foreign governments or parties regarding important business matters of such network services provider, such as the appointment of officers and directors and transfer of businesses; and

	•	a change in the shareholder that actually controls a network services provider.

If the Public Interest Review Committee determines that any of the foregoing transactions or events would be detrimental to the public interest, then the KCC may issue orders to stop the transaction, amend any agreements, suspend voting rights, or divest the shares of the relevant network services provider. Additionally, ~~effective from May 9, 2004,~~ if a dominant network services provider (which would currently include us and KT Corporation), together with its specially related persons (as defined under the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act) holds more than 5% of the equity of another dominant network services provider, the voting rights on the shares held in excess of the 5% limit may not be exercised.

Patents and Licensed Technology

Access to the latest relevant technology is critical to our ability to offer the most advanced wireless services and to design and manufacture competitive products. In addition to active internal and external research and development efforts as described in ~~“Operating and Financial Review and Prospects —~~“Item 5.C. Research and Development”, our success depends in part on our ability to obtain patents, licenses and other intellectual property rights covering our products. We own numerous patents and trademarks worldwide, and have applications for patents pending in many countries, including Korea, Japan, China, the United States, and Europe. Our patents are mainly related to CDMA technology and wireless Internet applications. We also acquired a number of patents related to WCDMA technology.

We also license a number of patented processes and trademarks under cross-licensing, technical assistance and other agreements. The most important agreement is with Qualcomm Inc. and relates mainly to CDMA applications technology. This agreement generally grants us a non-exclusive license to manufacture handsets in return for royalty payment or asub-license to manufacture and sell certain products both in Korea and overseas during a fixed, but usually renewable term. We consider our technical assistance and licensing agreements to be important to our business and believe that we will be able to renew this agreement on commercially reasonable terms that will not adversely affect our ability to use the relevant technologies.

We are not currently involved in any material litigation regarding patent infringement.

Organizational Structure

We are a member of the SK Group, based on the definition of “group” under the Fair Trade Act of Korea. As of December 31, ~~2007,~~2008, SK Group members owned in aggregate ~~23.1%~~23.09% of the shares of our issued common ~~stock as of December 31, 2007.~~stock. The SK Group is a diversified group of companies incorporated in Korea with interests in, among other things, telecommunications, trading, energy, chemicals, engineering and leisure industries. Until mid-1994, our largest shareholder was KT Corporation (formerly known as Korea Telecom Corp.), Korea’s principal fixed-line operator ~~and the parent of~~that recently merged with KTF, one of our principal wireless competitors.

Significant Subsidiaries

For information regarding our subsidiaries, see note 2(b) of the notes to our consolidated financial statements.


*Item 4.C.*	*Organizational Structure*

These matters are discussed under Item 4B. where relevant.


*Item 4.D.*	*Property, Plants And Equipment*

The following table sets forth certain information concerning our principal properties as of December 31, ~~2007:~~2008:


		Approximate Area in
Location	Primary Use	~~Approximate Area in~~ Square Feet

Seoul Metropolitan Area	Corporate Headquarters		988,455
	Regional Headquarters		1,095,992
	Customer Service Centers		384,223
	Training Centers		397,574
	Central Research and Development Center		482,725
	Others		639,791
Busan	Regional Headquarters		363,272
	Others		~~245,811~~237,057
Daegu	Regional Headquarters		153,578
	Others		317,440
Cholla and Jeju Provinces	Regional Headquarters		265,595
	Others		359,784
Choongchung Province	Regional Headquarters		~~565,421~~459,240
	Others		~~481,978~~480,555

In December 2004, we constructed a ~~new~~ building with an area of approximately 82,624 square feet, of which we have full ownership, for use as our corporate headquarters. We relocated our corporate offices into the new building in January 2005. In addition, we own or lease various locations for cell sites and switching equipment. We do not anticipate that we will encounter material difficulties in meeting our future needs for any existing or prospective leased space for our cell sites. See “Item 4.B. Business Overview — Digital Cellular ~~Services”~~Network — Network Infrastructure”.

In October 2004, we paid Won 30 billion to purchase certain land and buildings (including incidental movables) with an aggregate area of 589,625 square feet from SK Life Insurance Co., Ltd. This property is used as a training facility for our employees.

We maintain a range of insurance policies to cover our assets and employees, including our directors and officers. We are insured against business interruption, fire, lightening, flooding, theft, vandalism, public liability and certain other risks that may affect our assets and employees. We believe that the types and amounts of our insurance coverage are in accordance with general business practices in Korea.


Item 4A.	*UNRESOLVED STAFF COMMENTS*

We do not have any unresolved comments from the U.S. Securities and Exchange Commission, or the SEC, staff regarding our periodic reports under the Exchange ~~Act of 1934.~~Act.


Item 5.	*OPERATING AND FINANCIAL REVIEW AND PROSPECTS*

You should read the following discussion together with our consolidated financial statements and the related notes thereto which appear elsewhere in this annual report. We prepare our financial statements in accordance with Korean GAAP, which differs in some respects from U.S. GAAP. Notes 33 and 34 of the notes to our consolidated financial statements provide a description of the significant differences between Korean GAAP and U.S. GAAP as they relate to us and provide a reconciliation to U.S. GAAP of our net income and shareholders’ equity for fiscal years ~~2005,~~ 2006, 2007 and ~~2007.~~2008. In addition, you should read carefully the section titled “— Critical Accounting Policies, Estimates and Judgments” as well as note 2 of the notes to our consolidated financial statements which provide summaries of certain critical accounting policies that require our management to make difficult, complex or subjective judgments relating to matters which are highly uncertain and that may have a material impact on our financial conditions and results of operations.


*Item 5.A.*	*Operating Results*

Overview

~~Revenue~~

We earn revenue principally from initial subscription fees and monthly plan-based fees, usage charges for outgoing voice calls, usage charges for wireless ~~date~~data services and value-added service fees paid by subscribers to our wireless services and interconnection fees paid to us by other telecommunications operators for use of our network by their customers and subscribers. Our revenue amount depends principally upon the number of our wireless subscribers, the rates we charge for our services, the frequency and volume of subscriber usage of our services and the terms of our interconnection with other telecommunications operators. Government regulation also affects our revenues.

A number of recent developments have had or are expected to have a material impact on our results of operations, financial condition and capital expenditures. These developments include:

Market Share Limitations. We have historically been, and continue to be, the market leader in the wireless telecommunications sector in terms of number of subscribers. Our wireless subscriber base has steadily increased over the years from approximately 10.1 million subscribers at the end of 1999 to approximately ~~22.0~~23.0 million subscribers at the end of ~~2007.~~2008. As a result of our dominant market share, we have been designated by the Government as the “market dominant service provider” in respect of our wireless telecommunications business. As such, we are subject to additional regulation to which certain of our competitors are not subject. For a more detailed discussion of Government mandated and voluntary measures we have undertaken to limit our market share, see “Item 4.B. Business Overview — Subscribers — Market Share Limitations” and “Item 4.D. Risk Factors — We are subject to additional regulation as a result of our dominant market position in the wireless telecommunications sector, which could harm our ability to compete effectively”. While we are no longer subject to any market share limitations, our strategy is to maintain our market share at current levels.

Number Portability and Common Prefix Identification System. In January 2003, the MIC announced a plan to implement number portability with respect to wireless telecommunications service in Korea. The number portability system allows wireless subscribers to switch wireless service operators while retaining the same mobile phone number. In order to manage the availability of phone numbers efficiently and to secure phone number resources for new services, in January 2004, the MIC also began implementing a plan to integrate all mobile telephone numbers under the common prefix identification number “010”, including by gradually retracting the

current mobile service identification numbers that had been unique to each wireless telecommunications service provider. All new subscribers have been given the “010” prefix starting January 2004.

We believe that the adoption of the common prefix identification system has had, and may continue to have, a greater negative effect on us than on our competitors because, historically, “011” has had a very high brand recognition in Korea as the premium wireless telecommunications service. Adoption of the number portability system has resulted in, and may continue to result in, increased competition among wireless service providers and higher costs as a result of maintaining the number portability system, increased subscriber deactivations, increased churn rate and higher marketing costs. For a more detailed discussion of the common prefix identification number plan, see “Item 4.B. Business Overview — Subscribers — Number Portability” and “Item 3.D. Risk Factors — Our businesses are subject to extensive Government regulation and any change in Government policy relating to the telecommunications industry could have a material adverse effect on our results of operations, financial condition and ~~financial condition”~~cash flows”.

Handset Subsidies. In March 2006, the MIC partially lifted, and in March 2008 fully lifted, the prohibition on the provision of handset subsidies, which had been in place since June 2000, and began to allow mobile service providers to subsidize the purchase of new handsets by certain qualifying customers. As a result of the MIC’s decision to allow handset subsidies, we have faced increased competition from other mobile service providers. In addition, in order to compete more effectively, we have begun providing such handset subsidies, which has increased, and ~~which~~ may continue to increase, our marketing expenses. Since April 2008, we have also begun offering installment payment plans for new handset purchases by our new or existing subscribers, which has increased, and may continue to increase, our capital requirements. For a more detailed discussion of the change in handset subsidy regulation, see “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Prohibitions on Handset Subsidies”.

Changes in Tariffs and Interconnection Fees. Under current regulations, we must obtain prior KCC approval of the rates and fees we charge subscribers for our cellular services. Generally, the rates we charge for our services have been declining. We can give no assurance that rate changes will not negatively affect our results of operations. For more information about the rates we charge, see “Item 4.B. Business Overview — Revenues, Rates and Facility Deposits” and “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Rate Regulation”.

In addition, our wireless telecommunications services depend, in part, on our interconnection arrangements with domestic and international fixed-line and other wireless networks. Charges for interconnection affect our revenues and operating results. The KCC determines the basic framework for interconnection arrangements in Korea and has changed this framework several times in the past. We cannot assure you that we will not be adversely affected by future changes in the KCC’s interconnection policies. Under our interconnection agreements, we are required to make payments in respect of calls which originate from our networks and terminate in the networks of other Korean telecommunications operators, and the other operators are required to make payments to us in respect of calls which originate in their networks and terminate in our network. For more information about our interconnection revenue and expenses, see “Item 4.B. Business Overview — Interconnection”.

Average Monthly Outgoing Voice Minutes and Revenue per Subscriber. The following table sets forth selected information concerning our wireless telecommunications network during the periods indicated:


	Year Ended December 31,						Year Ended December 31,
	2005		2006		2007		2006		2007		2008

Outgoing voice minutes (in thousands)⁽¹⁾		45,243,761		47,980,107		51,295,166
Average monthly outgoing voice minutes per subscriber⁽²⁾		197		201		201
Average monthly revenue per subscriber, excluding interconnection revenue⁽³⁾	W	40,205	W	40,220	W	40,154
Average monthly revenue per subscriber, including interconnection revenue⁽⁴⁾	W	44,167	W	44,599	W	44,416
Outgoing voice minutes (in thousands)(1)								47,980,107		51,295,166		54,080,231
Average monthly outgoing voice minutes per subscriber(2)								201		201		200
Average monthly revenue per subscriber, excluding interconnection revenue(3)							W	40,220	W	40,154	W	38,526
Average monthly revenue per subscriber, including interconnection revenue(4)							W	44,599	W	44,416	W	43,016


(1)		Does not include minutes of incoming calls or minutes of use relating to the use of SMS, MMS and other wireless data services.

(2)		The average monthly outgoing voice minutes per subscriber is derived by dividing the total minutes of outgoing voice usage for the period by the monthly ~~weighted~~ average number of subscribers for the period, then dividing that number by the number of months in the period. The monthly ~~weighted~~ average number of subscribers is derived by dividing (i) the sum of the average number of subscribers for each month in the period, calculated as the average of the number of subscribers on the first and last days of the relevant month, by (ii) the number of months in the period.

(3)		The average monthly revenue per subscriber, excluding interconnection revenue, is derived by dividing the sum of total initial subscription fees, monthly plan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services, value-added service fees and other miscellaneous revenues for the period by the monthly ~~weighted~~ average number of subscribers for the period, then dividing that number by the number of months in the period.

(4)		The average monthly revenue per subscriber, including interconnection revenue, is derived by dividing the sum of total initial subscription fees, monthly plan-based fees, usage charges for outgoing voice and wireless data transmissions, charges for purchases of digital contents, value-added service fees, other miscellaneous revenues and interconnection revenue for the period by the monthly ~~weighted~~ average number of subscribers for the period, then dividing that number by the number of months in the period.

Our average monthly outgoing minutes of voice traffic per subscriber ~~increased by 2.0% in 2006 and~~ remained constant in ~~2007.~~2007 and decreased by 0.5% in 2008. We believe that this trend principally reflects the existing high penetration rate of wireless services in Korea and the general maturation of the Korean wireless market.

Our average monthly revenue per subscriber, excluding interconnection revenue, decreased by 4.1% to Won 38,526 in 2008 from Won 40,154 in 2007 and decreased by 0.2% to Won 40,154 in 2007 from Won 40,220 in ~~2006 but increased by 0.04% in 2006 from Won 40,205 in 2005.~~2006. The ~~slight~~ decrease in average monthly revenue per subscriber in ~~2007 reflects the net effect of several offsetting factors, including~~2008 was due to decreases in average monthly revenue per subscriber from usage charges for wireless data services, usage charges for outgoing voice calls ~~usage charges for wireless data services~~ and ~~interconnection~~initial subscription fees, partially offset by increases in average monthly revenue per subscriber ~~for initial subscription fees,~~from monthly plan-based fees and value-added and other ~~services,~~service fees, as further described in “— Operating Results” below.

Acquisition of SK Broadband. In March 2008, we completed the acquisition of an additional 38.7% equity stake in SK Broadband, Korea’s second-largest fixed-line operator, for approximately Won 1.1 trillion, increasing our total equity interest in SK Broadband to 43.4%. Following the acquisition, SK Broadband became our consolidated subsidiary under Korean GAAP and our results of operations in 2008 include those of SK Broadband. For the year ended December 31, 2008, SK Broadband and its subsidiaries had revenues of Won 1,886.3 billion and net loss of Won 178.3 billion. Through SK Broadband, we currently provide broadband Internet access service and other Internet-related services, includingvideo-on-demand and IP TV services, as well as fixed-line telephone services. Our results of operations may be adversely affected if we fail to integrate SK Broadband’s fixed-line telecommunications and broadband Internet services with our existing products and services or fail to retain SK Broadband’s existing customers. While we are hoping to benefit from a range of synergies from this acquisition, including by offering our customers bundled fixed-line and mobile telecommunications services, we may not be able to realize those expected benefits in the near term, or at all. For a more detailed discussion of our acquisition of SK Broadband, see “Item 4.B. Business Overview — Our Services — Broadband Internet and Fixed-line Telephone Services” and “Item 3.D. Risk Factors — Our growth strategy calls for significant investments in new businesses and regions, including businesses and regions in which we have limited experience”.

Operating Expenses and Operating Margins. Our operating expenses consist principally of commissions paid to authorized dealers and our subscribers (including, beginning in March 2006, handset subsidies), depreciation and amortization, network interconnection, labor costs, leased line expenses, advertising expenses and ~~the cost of goods sold for handsets and inventories for our online shopping businesses.~~rent expenses. Operating income represented ~~24.9%~~23.8% of our operating revenue in ~~2005, 23.8%~~2006, 17.7% in ~~2006~~2007 and ~~15.1%~~12.5% in ~~2007.~~2008. We cannot assure you that our operating margin will not decrease in future periods.

Reclassification of Prior Year Financial Statements

Through December 31, 2007, the Korean Accounting Standards Board issued Statements of Korea Accounting Standards (“SKAS”) No. 1 through No. 25. As of January 1, 2007, we adopted SKAS No. 11, SKAS No. 21 through SKAS No. 23 and SKAS No. 25. Pursuant to adoption of SKAS No. 21, certain amounts that had been classified as capital adjustments through 2006 are now classified as accumulated other comprehensive income (loss). In addition, certain amounts that had been classified as investment assets through 2006 are now classified as other non-current assets. The consolidated balance ~~sheets~~sheet as of December 31, ~~2005 and~~ 2006 appearing in our consolidated financial statements included elsewhere in this report ~~have~~has been reclassified in accordance with SKAS No. 21. Pursuant to adoption of SKAS No. 25, net income is allocated to equity holders of the parent and minority interest. In addition, when a subsidiary is purchased during the fiscal year, the subsidiary’s statement of income is included in consolidation as though it had been acquired at the beginning of the fiscal year, and pre-acquisition earnings are presented as a separate deduction within the consolidated statements of income. The consolidated ~~statements~~statement of income for the ~~years~~year ended December 31, ~~2005~~2006 appearing in our consolidated financial statements included elsewhere in this report has been reclassified in accordance with SKAS No. 25.

As a result of our sale of HELIO to Virgin Mobile USA, Inc. in August 2008, HELIO’s results of operations have been classified as discontinued operations under Korean GAAP. The consolidated statement of income and ~~2006~~the consolidated statement of cash flows for the year ended December 31, 2007 appearing in our consolidated financial statements included elsewhere in this report have been reclassified ~~in accordance with SKAS No. 25.~~to present HELIO’s results of operations and cash flow activities as separate single-line items.

Operating Results

The following table sets forth selected income statement data, including data expressed as a percentage of operating revenue, for the periods indicated:


	For the Year Ended December 31,																						For the Year Ended December 31,
	2005								2006							2007							2006					2007					2008
					(In billions of Won, except percentage data)																		(In billions of Won, except percentage data)

Operating Revenue	W	10,721	.8			100	.00	%	W	11,028	.0		100	.0	%	W	12,018	.2		100	.00	%	W	11,028.0		100.0	%	W	11,863.4		100.0	%	W	14,021.0		100.0	%
Operating Expenses		8,051	.2			75	.09			8,406	.9		76	.23			10,207	.8		84	.94			8,406.9		76.2			9,761.4		82.3			12,268.5		87.5

Operating Income		2,670	.6			24	.91			2,621	.1		23	.77			1,810	.4		15	.06			2,621.1		23.8			2,102.0		17.7			1,752.5		12.5
Other Income		392	.6			3	.66			284	.9		2	.58			867	.2		7	.22			284.9		2.6			861.9		7.3			1,057.0		7.5
Other Expenses		501	.6			4	.68			884	.4		8	.02			692	.4		5	.76			884.4		8.0			678.1		5.7			1,550.8		11.1

Income Before Income Taxes and Minority Interest		2,561	.6			23	.89			2,021	.6		18	.33			1,985	.3		16	.52			2,021.6		18.3			2,285.8		19.3			1,258.7		9.0
Income Taxes		693	.3			6	.47			572	.0		5	.19			686	.2		5	.71			572.0		5.2			694.5		5.9			298.9		2.1
Preacquisition Net Loss of Subsidiaries		—				—				—			—				263	.1		2	.2			—		—			21.1		0.2			32.7		0.2

Loss from Discontinued Operation(1)																								—		—			(50.1	)	(0.4	)		(20.2	)	(0.1	)
Net Income Attributable to:
Majority Interest		1,873	.0			17	.47			1,451	.5		13	.16			1,648	.9		13	.72			1,451.5		13.2			1,648.9		13.9			1,215.7		8.7
Minority Interests		(4	.7	)		(0	.04	)		(1	.9	)	(0	.02	)		(86	.6	)	(0	.72	)		(1.9	)	(0.0	)		(86.6	)	(0.7	)		(243.4	)	(1.7	)

Net Income	W	1,868	.3			17	.43	%	W	1,449	.6		13	.14		W	1,562	.3		13	.00		W	1,449.6		13.1	%	W	1,562.3		13.2	%	W	972.3		6.9	%

Depreciation and Amortization⁽¹⁾	W	1,546	.3			14	.42	%	W	1,553	.6		14	.09	%	W	1,851	.8		15	.41	%
Depreciation and Amortization(2)																							W	1,553.6		14.1	%	W	1,822.0		15.4	%	W	2,599.8		18.5	%


(1)		Relates to results of operations of HELIO, which have been classified as discontinued operations after our sale of HELIO to Virgin Mobile USA, Inc. in August 2008.

(2)		Excludes the depreciation and amortization allocated to internal research and development costs and manufacturing costs of Won ~~126.9~~144.8 billion, Won ~~144.8~~149.3 billion and Won ~~148.9~~159.5 billion for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively.

5354

The following table sets forth additional revenue information about our operations during the periods indicated:


	Year Ended December 31,																								Year Ended December 31,
	2005								2006								2007								2006						2007						2008
					Percentage								Percentage								Percentage							Percentage						Percentage						Percentage
					of Total								of Total								of Total							of Total						of Total						of Total
	Revenue				Revenue				Revenue				Revenue				Revenue				Revenue				Revenue			Revenue			Revenue			Revenue			Revenue			Revenue
	(In billions of Won, except percentages)																								(In billions of Won, except percentages)

*Cellular Revenue:*
Wireless Services⁽¹⁾	W	9,168	.7			85	.5	%	W	9,482	.2			86	.0	%	W	10,123	.3			84	.2	%
Wireless Services(1)																									W	9,482.2			86.0	%	W	9,953.9			83.9	%	W	10,240.6			73.0	%
Interconnection		898	.6			8	.4			1,033	.4			9	.4			1,062	.2			8	.8			1,033.4			9.4			1,062.2			9.0			1,149.2			8.2
Digital Handset Sales⁽²⁾		294	.6			2	.7			—				0	.0			51	.7			0	.5

Total Cellular Revenue		10,361	.9			96	.6			10,515	.6			95	.4			11,237	.2			93	.5			10,515.6			95.4			11,016.1			92.9			11,389.8			81.2
*Broadband Internet and Fixed-line Telephone Service*																										—			—			—			—			1,821.8			13.0
*Other Revenue:*
International Calling Service⁽³⁾		138	.7			1	.3			176	.4			1	.6			211	.8			1	.8
Portal Service⁽⁴⁾		126	.9			1	.2			165	.6			1	.5			178	.7			1	.5
Miscellaneous⁽⁵⁾		94	.3			0	.9			170	.4			1	.5			390	.5			3	.2

International Calling Service(2)																										176.4			1.6			211.8			1.8			243.1			1.7
Portal Service(3)																										165.6			1.5			178.7			1.5			216.4			1.5
Miscellaneous(4)																										170.4			1.5			456.8			3.9			349.9			2.5
Total Other Revenue		359	.9			3	.4			512	.4			4	.6			781	.0			6	.5			512.4			4.6			847.3			7.1			809.4			5.8

*Total Operating Revenue*	W	10,721	.8			100	.0	%	W	11,028	.0			100	.0	%	W	12,018	.2			100	.0	%	W	11,028.0			100.0	%	W	11,863.4			100.0	%	W	14,021.0			100.0	%

Total Operating Revenue Growth		1	.4	%						2	.9	%						9	.0	%						2.9	%					7.6	%					18.2	%


(1)		Wireless services revenue includes initial subscription fees, monthly plan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services, value-added-service fees and other miscellaneous cellular revenues, including international interconnection charges, interest on overdue subscriber accounts (net of telephone tax) and revenue from the sale and licensing of Internet platform solutions.

(2)		Until July 2005, we consolidated revenues derived from sales of digital handsets made through our former subsidiary, SK Teletech. In July 2005, we sold 4,542,000 shares of SK Teletech owned by us to Pantech & Curitel, Inc., a Korean mobile handset manufacturer, reducing our equity interest in SK Teletech from 89.1% to 29.1%, which became a 22.7% equity interest in Pantech following the merger of SK Teletech (renamed SKY Teletech following our sale of the company to Pantech & Curitel) into Pantech in December 2005. Following the exclusion of SK Teletech from consolidation, we did not derive revenues from digital handset sales until the inclusion of HELIO as our consolidated subsidiary, as of November 1, 2007.

~~(3)~~		Provided by SK Telink Co. See ~~“Item 4.B. Business Overview~~“Business — Our Services — Other Products and Services — International Calling Services”.

~~(4)~~(3)		Portal service revenue attributable to our subsidiaries (including SK Communications, Paxnet Co., Ltd., which operates a financial portal site, andU-Land Company Limited, the Hong Kong-incorporated holding company through which we hold our interest in ViaTech).

~~(5)~~(4)		Miscellaneous revenue attributable to our subsidiaries (including Commerce Planet Co., Ltd., which operates neotam.com, an online outlet shopping ~~mall;~~mall, Morning365.com, an online ~~bookstore;~~bookstore, and cherrya.com, an online cosmetics store; and TU Media).

2008 Compared to 2007

Operating Revenue. Our operating revenue increased by 18.2% to Won 14,021.0 billion in 2008 from Won 11,863.4 billion in 2007, principally due to the inclusion of Won 1,886.3 billion of revenue in 2008 of SK Broadband and its subsidiaries, which became our consolidated subsidiaries in April 2008, and, to a lesser extent, due to a 3.4% increase in our cellular revenue to Won 11,389.8 billion in 2008 from Won 11,016.1 billion in 2007.

The increase in our cellular revenue was principally due to an increase in our wireless services revenue, as well as an increase in our interconnection revenue. Wireless services revenue increased 2.9% to Won 10,240.6 billion in 2008 from Won 9,953.9 billion in 2007, primarily as a result of a 6.8% increase in our average subscriber base in 2008 over 2007, as well as increased subscriptions to service plans with higher monthly charges, partially offset by a decrease in revenue from wireless data services primarily as a result of the reduction of the SMS charge rate implemented in January 2008.

Our average monthly revenue per subscriber, excluding interconnection revenue, decreased by 4.1% to Won 38,526 in 2008 from Won 40,154 in 2007, which reflects the net effect of several factors, including decreases in average monthly revenue per subscriber from usage charges for wireless data services, usage charges for

outgoing voice calls and initial subscription fees, partially offset by increases in average monthly revenue per subscriber from monthly plan-based fees and value-added and other service fees. Our average monthly revenue per subscriber from wireless data services, which includes usage charges for SMS and wireless Internet services, decreased in 2008, attributable mainly to the reduction of the SMS charge rate implemented in January 2008. Our average monthly revenue per subscriber from usage charges for outgoing calls decreased in 2008, primarily due to discounts we offered for voice calls between subscribers. Our average monthly minutes per user declined slightly to 200 minutes in 2008 from 201 minutes in 2007. Our average monthly revenue per subscriber from monthly plan-based fees increased in 2008, primarily as a result of increased subscriptions to service plans with higher monthly charges. Our average monthly revenue per subscriber from value-added and other service fees increased in 2008, primarily due to an increase in revenues from global roaming services.

Interconnection revenue increased by 8.2% to Won 1,149.2 billion in 2008 from Won 1,062.2 billion in 2007. The increase was due to increases in our interconnection rates in 2008, as well as an increase in incoming call volume in 2008. See “Item 4.B. Business Overview — Interconnection”. Our average monthly revenue per subscriber, including interconnection revenue, decreased by 3.2% to Won 43,016 in 2008 from Won 44,416 in 2007.

Portal service revenues increased by 21.1% to Won 216.4 billion in 2008 from Won 178.7 billion in 2007, primarily due to increased use by our subscribers of our wireless Internet contents services, such as NATE and Cyworld services.

International call service revenues increased by 14.8% to Won 243.1 billion in 2008 from Won 211.8 billion in 2007 as a result of general increases in outbound and inbound international call traffic volume.

Miscellaneous revenue decreased by 23.4% to Won 349.9 billion in 2008 from Won 456.8 billion in 2007, primarily as a result of decreases in revenues of our subsidiaries engaged in electronic commerce and exclusion of Aircross Co., Ltd. from consolidation.

Operating Expenses. Our operating expenses in 2008 increased by 25.7% to Won 12,268.5 billion from Won 9,761.4 billion in 2007, primarily due to the inclusion of expenses of Won 1,982.7 billion in 2008 of SK Broadband and its subsidiaries, as well as increases in commissions paid, depreciation and amortization and interconnection expenses.

Commissions paid, including to our authorized dealers and to our subscribers, increased by 20.5% to Won 4,884.8 billion in 2008 from Won 4,055.1 billion in 2007, primarily attributable to the inclusion of SK Broadband and its subsidiaries’ commissions paid of Won 602.9 billion, as well as an increase in handset subsidies paid to our existing subscribers who changed their handsets and an increase in expenses relating to our alliance arrangements with businesses that agree to offer benefits to our subscribers. An increase in non-marketing related commissions paid for global roaming services, in line with increased usage of our expanded global voice and data roaming services, also contributed to the increase in commissions paid.

Depreciation and amortization increased 42.7% to Won 2,599.8 billion in 2008 from Won 1,822.0 billion in 2007, primarily due to the inclusion of SK Broadband and its subsidiaries’ depreciation and amortization of Won 521.1 billion, together with the continued high level of capital expenditures related to expansion and upgrade of our WCDMA network and an increase in our capital expenditures related to expansion and upgrade of our WiBro network.

Interconnection expenses increased by 8.2% to Won 1,149.2 billion in 2008 from Won 1,062.2 billion in 2007, primarily due to higher subscriber numbers resulting in higher call volume. See “Item 4.B. Business Overview — Interconnection”.

Operating Income. Our operating income decreased by 16.6% to Won 1,752.5 billion in 2008 from Won 2,102.0 billion in 2007 due to the factors discussed above.

Other Income. Other income consists primarily of foreign exchange and translation gains and gains on transactions and valuation of currency swaps, as well as interest income, dividend income and equity in earnings of affiliates. Other income increased by 22.6% to Won 1,057.1 billion in 2008 from Won 861.9 billion in 2007, due primarily to foreign exchange and translation gains for our investment in foreign currency-denominated assets and gains on valuation of currency swaps hedging our foreign currency-denominated debt, partially offset by a decrease

in gain on conversion of convertible bonds, which in 2007 included a one-time gain of Won 373.1 billion derived from our conversion of China Unicom convertible bonds into shares, and a decrease in equity in earnings of affiliates, which in 2007 reflected the recognition of previously unrealized gain on the valuation of SK C&C’s investment in the common stock of SK Energy Co., Ltd. As a percentage of operating revenue, other income increased to 7.5% in 2008 compared to 7.3% in 2007.

Other Expenses. Other expenses consist primarily of losses on transactions and valuation of currency swaps, interest and discount expenses, impairment losses on investment securities and foreign exchange and translation losses. Other expenses increased by 128.7% to Won 1,550.8 billion in 2008 from Won 678.1 billion in 2007. This increase was primarily attributable to losses on valuation of currency swaps hedging our foreign currency-denominated assets, foreign exchange and translation losses for our foreign currency-denominated debt and an impairment loss of Won 201.2 billion on our investment in LG Powercomm Co., Ltd. For a discussion of the effect of fluctuations in foreign exchange rates and our hedging activities, see “Item 11. Quantitative and Qualitative Disclosure about Market Risk”. As a percentage of operating revenue, other expenses increased to 11.1% in 2008 compared to 5.7% in 2007.

Income Tax. Provision for income taxes decreased by 57.0% to Won 298.9 billion in 2008 from Won 694.5 billion in 2007. Our effective tax rate in 2008 decreased to 23.7% from an effective tax rate of 30.4% in 2007. The decreases in income tax and effective tax rate are attributable primarily to the decrease in our income before income tax, a tax refund for prior periods, decrease in valuation allowance as a result of the sale of our investment in HELIO and the decrease in deferred tax liabilities due to the reduction of corporate income tax rate in December 2008 from the current rate of 25% to 22% for 2009 and 20% for 2010 and afterwards. See note 17 of the notes to our consolidated financial statements.

Net Income. Principally as a result of the factors discussed above, our net income, after adjusting for minority interests, decreased by 37.8% to Won 972.3 billion in 2008 from Won 1,562.3 billion in 2007. Net income as a percentage of operating revenues was 6.9% in 2008 compared to 13.2% in 2007. Won 32.7 billion of pre-acquisition net loss of SK Broadband, which was newly consolidated as of April 1, 2008, was added to, and Won 20.2 billion of loss from discontinued operation attributable to HELIO was deducted from, the calculation of net income for 2008.

2007 Compared to 2006

Operating Revenue. Our operating revenue increased by ~~9.0%~~7.6% to Won ~~12,018.2~~11,863.4 billion in 2007 from Won 11,028.0 billion in 2006, principally due to a ~~6.1%~~4.8% increase in our cellular revenue to Won ~~11,153.0~~11,016.1 billion in 2007 from Won 10,515.6 billion in 2006 and a ~~178.6%~~168.1% increase in miscellaneous revenue to Won ~~474.7~~456.8 billion in 2007 from Won 170.4 billion in 2006.

The increase in our cellular revenue was principally due to an increase in our wireless services revenue, as well as an increase in our interconnection revenue. Wireless services revenue increased ~~6.8%~~5.0% to Won ~~10,123.3~~9,953.9 billion in 2007 from Won 9,482.2 billion in 2006, primarily as a result of an 8.4% increase in the number of our wireless subscribers to approximately 22.0 million subscribers as of December 31, 2007 from approximately 20.3 million subscribers as of December 31, 2006, as well as increased subscriptions to service plans with higher monthly charges.

Our average monthly revenue per subscriber, excluding interconnection revenue, remained relatively flat in 2007 compared to 2006, decreasing by 0.2% to Won 40,154 in 2007 from Won 40,220 in 2006, which reflects the net effect of several offsetting factors, including decreases in average monthly revenue per subscriber from usage charges for outgoing voice calls, usage charges for wireless data services and interconnection fees, partially offset by increases in average monthly revenue per subscriber for initial subscription fees, monthly plan-based fees and value-added and other ~~services.~~service fees. Our average monthly revenue per subscriber from usage charges for outgoing calls decreased in 2007, primarily due to discounts we offered for voice calls between subscribers. Our average monthly minutes per user remained constant at 201 minutes in 2007. Our average monthly revenue per subscriber from wireless data services, which includes usage charges for SMS and wireless Internet services, decreased in 2007, primarily reflecting discounts we implemented, beginning in January 2007, on wireless data usage charges. Our average monthly revenue per subscriber for initial subscription fees increased in 2007, primarily reflecting

increased subscriber numbers. Our average monthly revenue per subscriber from monthly plan-based fees increased in 2007, primarily as a result of increased subscriptions to service plans with higher monthly charges.

Interconnection revenue increased by 2.8% to Won 1,062.2 billion in 2007 from Won 1,033.4 billion in 2006. The increase was primarily due to increases inmobile-to-mobile interconnection traffic volume, partially offset by decreases in interconnection rates. See “Item 4.B. Business Overview — Interconnection”. Our average monthly revenue per subscriber, including interconnection revenue, decreased slightly by 0.4% to Won 44,416 in 2007 from Won 44,599 in 2006.

Portal service revenues increased by 7.9% to Won 178.7 billion in 2007 from Won 165.6 billion in 2006, primarily due to increased revenues of our subsidiary, SK Communications, in part as a result of the merger of Empas into SK Communications in November 2007.

International call service revenues increased by 20.1% to Won 211.8 billion in 2007 from Won 176.4 billion in 2006 as a result of general increases in outbound and inbound international call traffic volume.

Miscellaneous revenue increased by ~~129.2%~~168.1% to Won ~~390.5~~456.8 billion in 2007 from Won 170.4 billion in 2006, primarily as a result of the inclusion of TU Media as a consolidated subsidiary beginning in April 2007, as well as revenues from our subsidiaries neotam.com, an online outlet shopping mall, acquired in August 2007; Morning365.com, an online bookstore, acquired in July 2007; and cherrya.com, on online cosmetics store acquired in August 2007.

Operating Expenses. Our operating expenses in 2007 increased by ~~21.4%~~16.1% to Won ~~10,207.8~~9,761.4 billion from Won 8,406.9 billion in 2006, primarily due to increases in commissions paid, depreciation and amortization, cost of goods sold and labor costs.

Commissions paid, including to our authorized dealers, increased by ~~28.3%~~23.1% to Won ~~4,224.5~~4,055.1 billion in 2007 from Won 3,293.2 billion in 2006, primarily attributable to our increased marketing efforts to broaden our WCDMA subscriber base, as well as increased commissions paid to authorized dealers in connection with new subscriptions and, to a lesser extent, increases in non-marketing related commissions paid for global roaming services, in line with increased usage of our expanded global voice and data roaming services.

Depreciation and amortization increased ~~19.2%~~17.3% to Won ~~1,851.8~~1,822.0 billion in 2007 from Won 1,553.6 billion in 2006, primarily due to an increase in our capital expenditures related to expansion and upgrade of our WCDMA network services.

Cost of goods sold increased by ~~156.8%~~97.0% to Won ~~311.7~~239.1 billion in 2007 from Won 121.4 billion in 2006, primarily due to the inclusion of inventory costs of neotam.com, Morning365.com and ~~cherrya.com, as well as, the inclusion of costs related to handset sales by HELIO, which became our consolidated subsidiary as of November 1, 2007.~~cherrya.com.

Labor costs increased by ~~20.7%~~10.8% to Won ~~593.8~~544.7 billion in 2007 from Won 491.8 billion in 2006, primarily as a result of an increase in salaries and an increase in the number of our employees, as well as the inclusion of TU Media ~~and HELIO~~ as consolidated subsidiaries in April ~~and November 2007, respectively.~~2007.

Operating Income. Our operating income decreased by ~~30.9%~~19.8% to Won ~~1,810.4~~2,102.0 billion in 2007 from Won 2,621.1 billion in 2006 due to the factors discussed above.

Other Income. Other income consists primarily of gain on conversion of convertible bonds and equity in earnings of affiliates, as well as interest income, dividend income and commissions. Other income increased by ~~204.4%~~202.6% to Won ~~867.2~~861.9 billion in 2007 from Won 284.9 billion in 2006, due primarily to a one-time gain of Won 373.1 billion derived from our conversion of China Unicom convertible bonds into shares in August 2007, as well as a more than four-fold increase in equity in earnings of affiliates to Won 247.4 billion in 2007 from Won 45.8 billion in 2006. Such increase in equity in earnings of affiliates in 2007 was primarily attributable to a more than five-fold increase in equity in earnings of SK C&C to Won 230.3 billion in 2007 from Won 37.8 billion in 2006, which was primarily a result of the recognition of previously unrealized gain on the valuation of SK C&C’s investment in the common stock of SK Energy Co., Ltd. in connection with a change in the accounting method used to account for such shares fromavailable-for-sale securities to securities accounted for using the equity method, in the third quarter of 2007. Such change in accounting treatment followed the corporate reorganization of SK Corporation in July 2007 and subsequent changes in shareholdings among SK Group member companies,

including changes in SK C&C’s equity interests in SK Holdings and SK Energy. See “Item 7.A. Major Shareholders” for more information regarding the corporate reorganization of the entity formerly known as SK Corporation. In the fourth quarter of 2007, our equity interest in SK C&C was also reclassified toavailable-for-sale securities from equity securities accounted for using the equity method. See note 4(b) of the notes to our consolidated financial statements for more information regarding the reclassification of our investment in SK C&C. As a percentage of operating revenue, other income increased to ~~7.2%~~7.3% in 2007 compared to 2.6% in 2006.

Other Expenses. Other expenses consist primarily of interest and discount expenses, equity in losses of affiliates, external research and development costs and donations. Other expenses decreased by ~~21.7%~~23.3% to Won ~~692.4~~678.1 billion in 2007 from Won 884.4 billion in 2006. This decrease was primarily attributable to a one-time payment of Won 144.0 billion in special severance indemnities related to a change in our severance payment policy in 2006 compared with no such payment in 2007. For a discussion of the change in our severance payment policy in 2006, see “Item 6.D. Employees — Employment Stock Ownership Association and Other Benefits”. Equity in losses of affiliates also decreased by 17.0% to Won 175.5 billion in 2007 from Won 211.5 billion in 2006, primarily due to losses of Won 55.9 billion from our investments in Pantech in 2006, which caused our investments in Pantech to be reduced to zero, compared to no such losses in 2007, as well as a 76.6% decrease in losses of TU Media to Won 5.9 billion in 2007 from Won 25.1 billion in 2006. As a percentage of operating revenue, other expenses decreased to ~~5.8%~~5.7% in 2007 compared to 8.0% in 2006.

Income Tax. Provision for income taxes increased by ~~20.0%~~21.4% to Won ~~686.2~~694.5 billion in 2007 from Won 572.0 billion in 2006. Our effective tax rate in 2007 increased to ~~34.6%~~30.4% from an effective tax rate of 28.3% in 2006. See note 1817 of the notes to our consolidated financial statements.

Net Income. Principally as a result of the factors discussed above, our net income, after adjusting for minority interests, increased by 7.8% to Won ~~1,562.2~~1,562.3 billion in 2007 from Won 1,449.6 billion in 2006. Net income as a percentage of operating revenues was ~~13.0%~~13.2% in 2007 compared to 13.1% in 2006.

Won 21.1 billion of~~2006 Compared~~pre-acquisition net loss of TU Media, which was newly consolidated as of April 1, 2007, was added to, ~~2005~~

~~Operating Revenue.~~ ~~Our operating revenue increased by 2.9% to~~and Won ~~11,028.0~~50.1 billion ~~in 2006~~of loss from Won 10,721.8 billion in 2005, principally due to a 1.5% increase in our cellular revenue to Won 10,515.6 billion in 2006 from Won 10,361.9 billion in 2005, a 30.5% increase in portal service revenues to Won 165.6 billion in 2006 from Won 126.9 billion in 2005 and, to a lesser extent, a 27.2% increase in international call service revenues to Won 176.4 billion in 2006 from Won 138.7 billion in 2005.

The increase in our cellular revenue was principally due to an increase in our wireless services revenue, as well as an increase in our interconnection revenue. This increase was offset, in part, by the elimination of revenuediscontinued operation attributable to ~~handset sales by our former subsidiary, SK Teletech,~~HELIO was deducted from, ~~cellular revenue beginning in July 2005. As~~the calculation of such date, our equity interest in SK Teletech was reduced from 89.1% to 29.1% and the company was excluded from consolidation. Revenue attributable to sales of digital handsets amounted to Won 294.6 billion, or 2.7% of our operating revenue, in 2005.

Wireless services revenue increased 3.4% to Won 9,482.2 billion in 2006 from Won 9,168.7 billion in 2005, primarily as a result of a 4.1% increase in the number of our wireless subscribers to approximately 20.3 million as of December 31, 2006 from approximately 19.5 million subscribers as of December 31, 2005.

Our average monthly revenue per subscriber, excluding interconnection revenue, remained relatively flat in 2006 compared to 2005, increasing by 0.1% to Won 40,220 in 2006 from Won 40,205 in 2005, which was primarily a result of increases in our average monthly revenue per subscriber from wireless data services and initial subscriptions, which were substantially offset by decreases in our average monthly revenue per subscriber from value-added services. Our average monthly revenue per subscriber from wireless data services, which includes usage charges for wireless data services, as well as monthly plan-based fees paid by subscribers to our optional Data Plan and Convergence Service plans, increased in 2006, primarily due to increased use of our SMS and MMS services, increased purchases of digital contents and increased subscriptions to our Data Plan service plans. Our average monthly revenue per subscriber from initial subscription fees also increased in 2006, primarily reflecting increased subscriber numbers. On the other hand, our average monthly revenue per subscriber from value-added services decreased in 2006, primarily as a result of our elimination of charges for Caller ID service beginning in January 2006.

~~Interconnection revenue increased to Won 1,033.4 billion in 2006 from Won 898.6 billion in 2005. The increase was primarily due to increases inmobile-to-mobile~~ interconnection and fixed-line-to-mobile traffic volume, as well as an increase in interconnection rates. See “Item 4.B. Business Overview — Interconnection”. Our average monthly revenue per subscriber, including interconnection revenue, increased by 1.0% to Won 44,599 in 2006 from Won 44,167 in 2005.

Portal service revenues increased to Won 165.6 billion in 2006 from Won 126.9 billion in 2005, primarily due to increased use by our subscribers of portal services, such as portal services offered through our~~www.NATE.comwebsite and community portal services offered by Cyworld.~~

~~International call service revenues increased to Won 176.4 billion in 2006 from Won 138.7 billion in 2005 as a result of general increases in outbound international traffic volume.~~

~~Operating Expenses.~~ Our operating expenses in 2006 increased by 4.4% to Won 8,406.9 billion from Won 8,051.2 billion in 2005, primarily due to increases in commissions paid and advertising expenses, which more than offset decreases in cost of goods sold and provision for bad debts.

Commissions paid, including to our authorized dealers, increased by 15.2% to Won 3,293.2 billion in 2006 from Won 2,859.6 billion in 2005, primarily attributable to our increased marketing activities as a result of heightened competition in the wireless telecommunications sector following the MIC’s partial lifting of restrictions on handset subsidies beginning in March 2006, as well as increased commissions paid to authorized dealers in connection with new subscriptions and, to lesser extent, increases in non-marketing related commissions paid for global roaming services, in line with increased usage of our expanded global voice and data roaming services.

Advertising expenses increased 10.0% to Won 307.2 billion in 2006 from Won 279.4 billion in 2005 primarily attributable to World Cup-related advertising and sponsorship in the second quarter of 2006 and advertising related to the launch of our new “T” brand in the fourth quarter of 2006.

Cost of goods sold decreased by 49.6% to Won 121.4 billion in 2006 from Won 240.7 billion in 2005, primarily due to the elimination of costs related to handset sales, following the sale of our controlling interest in SK Teletech and its exclusion from consolidation beginning in July 2005, as discussed above.

~~Operating Income.~~ ~~Our operating income decreased by 1.9% to Won 2,621.1 billion in 2006 from Won 2,670.6 billion in 2005 due to the factors discussed above.~~

~~Other Income.~~ Other income consists primarily of interest income, commission income, dividend income, as well as equity in earnings of affiliates and gains on disposal of consolidated subsidiaries. Other income decreased by 27.4% to Won 284.9 billion in 2006 from Won 392.6 billion in 2005, due primarily to an extraordinary gain of Won 178.7 billion from our sale of a 60% equity interest in SK Teletech in July 2005. Such decrease was offset, in part, by increases in other items, including an increase in interest income reflecting higher interest rates in 2006 and an increase in equity in earnings of affiliates, primarily reflecting higher earnings of SK C&C in 2006.

~~Other Expenses.~~ Other expenses consist primarily of interest and discount expenses, donations and equity losses of affiliates. Other expenses increased by 76.3% to Won 884.4 billion in 2006 from Won 501.6 billion in 2005. This increase was primarily attributable to a one-time payment of Won 144.0 billion in special severance indemnities related to a change in our severance payment policy effective as of March 31, 2006, as well as a Won 165.7 billion net loss in investments in equity of affiliates largely due to losses of Won 88.3 billion from investments in HELIO, reflecting higher expenses related to the commercial launch of HELIO’s MVNO services in May 2006, and losses of Won 55.9 billion from our investments in Pantech, reflecting the deterioration of Pantech’s liquidity in the fourth quarter of 2006. For a discussion of the change in our severance payment policy in March 2006, see “Item 6.D. Employees — Employment Stock Ownership Association and Other Benefits”. Donations increased by 35.6% to Won 103.3 billion in 2006 from Won 76.2 billion in 2005, primarily due to an increase in our charitable donations, including contributions to educational institutions and other non-profit organizations. As a percentage of operating revenue, other expenses increased to 8.0% in 2006 compared from 4.7% in 2005.

~~Income Tax.~~ Provision for income taxes decreased by 17.5% to Won 572.0 billion in 2006 from Won 693.3 billion in 2005. Our effective tax rate in 2006 increased to 28.3% from an effective tax rate of 27.1% in 2005. See note 18 of the notes to our consolidated financial statements.

~~Net Income.~~ ~~Principally as a result of the factors discussed above, our~~ net income ~~after adjusting~~ for ~~minority interests, decreased by 22.4% to Won 1,449.6 billion in 2006 from Won 1,868.3 billion in 2005. Net income as a percentage of operating revenues was 13.1% in 2006 compared to 17.4% in 2005.~~2007.


*Item 5.B.*	*Liquidity and Capital Resources*

Capital Resources

Liquidity

We had a working capital (current assets minus current liabilities) surplus of Won ~~1,735.2~~1,455.5 billion, Won ~~1,455.5~~1,796.2 billion and Won ~~1,796.2~~793.6 billion as of December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively.

We had cash, cash equivalents, short-term financial instruments and trading securities of Won ~~1,262.5 billion as of December 31, 2005, Won~~ 1,249.4 billion as of December 31, 2006, ~~and~~ Won 1,669.4 billion as of December 31, ~~2007.~~2007 and Won 1,746.8 billion as of December 31, 2008. We had outstanding short-term borrowings of ~~Won 1.0 billion as of December 31, 2005,~~ Won 58.3 billion as of December 31, 2006, ~~and~~ Won 24.6 billion as of December 31, ~~2007.~~2007 and Won 627.7 billion as of December 31, 2008. As of December 31, ~~2007,~~2008, we had credit lines with several local banks that provided for borrowings of up to Won ~~1,458.1~~2,171.8 billion, of which Won ~~26.0~~1,358.5 billion was outstanding and Won ~~1,432.1~~813.3 billion was available for borrowing.

Operating cash flow and debt financing have been our principal sources of liquidity. ~~Cash~~We had cash and cash equivalents ~~increased to~~of Won ~~885.8~~1,011.5 billion inas of December 31, 2008, Won 886.0 billion as of December 31, 2007 ~~from~~and Won 486.0 billion ~~in 2006~~as of December 31, 2006. We believe that we have sufficient working capital available to us for our current requirements and ~~Won 378.4 billion in 2005.~~that we have a variety of alternatives available to us to satisfy our financial

requirements to the extent that they are not met by funds generated by operations, including the issuance of debt securities and bank borrowings.


	Year Ended December 31,												Change												Year Ended December 31,									Change
	2005				2006				2007				2005 to 2006						2006 to 2007						2006			2007			2008			2006 to 2007					2007 to 2008
	(In billions of Won, except percentages)																								(In billions of Won, except percentages)

Net Cash Flow from Operating Activities	W	3,407	.1		W	3,589	.8		W	3,710	.7		W	182	.7		5	.4%	W	120	.9		3	.4%	W	3,589.8		W	3,721.7		W	3,296.9		W	131.9		3.7	%	W	(424.8	)	(11.4	)%
Net Cash Used in Investing Activities		(1,938	.2	)		(2,535	.1	)		(2,399	.0	)		(596	.9	)	(30	.8)		136	.1		5	.4		(2,535.1	)		(2,414.9	)		(3,875.4	)		120.3		(4.7	)		(1,460.5	)	60.5
Net Cash Used in Financing Activities		(1,429	.0	)		(952	.4	)		(856	.0	)		476	.6		33	.4		96	.4		10	.1
Net Cash Provided by (Used in) Financing Activities																										(952.4	)		(1,041.3	)		869.4			(88.9	)	9.3			1,910.7		N/A
Effect of Exchange Rate Changes on Cash and Cash Equivalents Held in Foreign Currencies		(3	.0	)		(9	.3	)		2	.8			(6	.3	)	210	.0		12	.1		130	.1		(9.3	)		6.1			37.4			15.4		N/A			31.3		512.9
Net Cash Flow due to Changes in Consolidated Subsidiaries		(29	.1	)		14	.6			154	.2			43	.7		150	.1		139	.6		956	.2		14.6			102.1			36.4			87.5		600.7			(65.7	)	(64.3	)
Preacquisition Cash Flows of Subsidiaries⁽¹⁾	W	—			W	—			W	(263	.1	)		—			N/A		W	(263	.1	)	N/A	*
Net Increase in Cash and Cash Equivalents due to Merger⁽²⁾		—				—				50	.4			—			N/A			50	.4		N/A	**

Preacquisition Cash Flows of Subsidiaries(1)																									W	—		W	(11.4	)	W	17.3			(11.4	)	N/A		W	28.6		N/A
Net Increase in Cash and Cash Equivalents due to Merger(2)																										—			50.4			—			50.4		N/A			(50.4	)	(100.0	)
Cash Flows from Discontinued Operation(3)																										—			(12.8	)		(256.5	)		(12.8	)	N/A			(243.7	)	1,907.6
Net Increase (Decrease) in Cash and Cash Equivalents	W	7	.8		W	107	.6		W	400	.0		W	99	.8		1,279	.5	W	292	.4		271	.7	W	107.6		W	400.0		W	125.5		W	292.4		271.7		W	(274.5	)	(68.6	)
Cash and Cash Equivalents at Beginning of Period		370	.6			378	.4			486	.0			7	.8		2	.1		107	.6		28	.4		378.4			486.0			886.0			107.6		28.4			400.0		82.3

Cash and Cash Equivalents at End of Period	W	378	.4		W	486	.0		W	886	.0		W	107	.6		28	.4%	W	400	.0		82	.3%	W	486.0		W	886.0		W	1,011.5		W	400.0		82.3	%	W	125.5		14.2	%

N/A = Not applicable.


*		~~Pre-acquisition cash flows of subsidiaries was Won (263.1) billion in 2007 compared to none in 2006.~~

**		~~Net increase in cash and cash equivalents due to merger was Won 50.4 billion in 2007 compared to none in 2006.~~

(1)		In 2007, we adopted SKAS No. 25. Pursuant to SKAS No. 25, when a subsidiary is acquired during the year, such subsidiary’s statement of income is included in consolidation as if it had been acquired at the beginning of the year, and pre-acquisition earnings (losses) are presented as deduction (addition) at the bottom of the consolidated statements of income. In addition, in connection with our adoption of SKAS No. 25, we have also begun to present pre-acquisition cash flows of subsidiaries as a separate deduction (addition) at the bottom of our consolidated statements of cash flows.

(2)		Net increase in cash and cash equivalents due to merger for the year ended December 31, 2007 relates to the merger of Empas into SK Communications in November 2007.

(3)		Relates to cash flow activities of HELIO, which have been classified as discontinued operations after our sale of HELIO to Virgin Mobile USA, Inc. in August 2008.

Net Cash Flow from Operating Activities. Net cash flow provided by operations was Won ~~3,407.1 billion in 2005, Won~~ 3,589.8 billion in 2006, Won 3,721.7 billion in 2007 and Won ~~3,710.7~~3,296.9 billion in ~~2007.~~2008. Net income was ~~Won 1,868.3 billion in 2005,~~ Won 1,449.6 billion in 2006, ~~and~~ Won 1,562.3 billion in ~~2007. Depreciation~~2007 and ~~amortization were~~ Won ~~1,675.5~~972.3 billion in ~~2005, Won 1,698.4 billion in 2006 and Won 2,000.7 billion in 2007.~~2008.

Net Cash from Investing Activities. Net cash used in investing activities ~~Won 1,938.2 billion in 2005,~~was Won 2,535.1 billion in 2006, Won 2,414.9 billion in 2007 and Won ~~2,399.0~~3,875.4 billion in ~~2007.~~2008. Cash inflows from investing activities were Won ~~666.1 billion in 2005, Won~~ 714.2 billion in 2006, Won 296.7 billion in 2007 and Won ~~360.9~~934.4 billion in ~~2007.~~2008. The primary contributor to such inflows, ~~in 2005, related to proceeds from the sale of consolidated subsidiaries of Won 291.0 billion and,~~ in 2006, related to proceeds from the disposal of long-term investment securities of Won 306.0 billion, largely attributable to the sale of Won 296.4 billion in aggregate amount of currency stabilization ~~bonds. Cash inflows~~bonds and, in 2007, largely

related to the collection of short-term loans of Won 119.6 billion. Cash inflows in 2008 largely related to proceeds from the disposal of long-term investment securities of Won 386.7 billion and the collection of short-term loans of Won 215.1 billion. Cash outflows for investing activities were Won ~~2,604.3 billion in 2005, Won~~ 3,249.3 billion in 2006,

Won 2,711.6 billion in 2007 and Won ~~2,759.9~~4,809.8 billion in ~~2007.~~2008. The primary contributors to the overall cash outflows for investing activities were expenditures related to the acquisition of property and equipment, which were Won ~~1,416.6 billion in 2005, Won~~ 1,498.1 billion in 2006, ~~and~~ Won ~~1,816.0~~1,804.1 billion in 2007 and Won 2,236.9 billion in 2008, all primarily relating to expenditures in connection with the maintenance and build-out of our wireless network, including upgrades to and expansion of our HSDPA-capable WCDMA network, as well as ~~in 2006 and 2007,~~ initial build-out of our WiBro network; increases in equity of consolidated subsidiaries, which were Won 27.4 billion in 2006, Won 12.5 billion in 2007 and Won 1,093.1 billion in 2008 (which was primarily due to our acquisition of shares of SK Broadband in March 2008); acquisitions of equity securities accounted for using the equity method, which were Won 244.3 billion in 2006, Won 76.6 billion in 2007 and Won 601.1 billion in 2008 (which was primarily due to our investment in SKY Property Management Ltd. of Won 283.4 billion and investment in SK Marketing & Company Co. Ltd. of Won 190.0 billion); and acquisitions of long-term investment securities, which were ~~Won 319.1 billion in 2005,~~ Won 1,127.4 billion in 2006 (which was primarily due to our purchase in July 2006 of convertible bonds issued by China Unicom for US$1 billion) ~~and~~, Won ~~417.5~~371.4 billion in 2007 (which was primarily due to our purchase of beneficiary certificates for Won 351.4 billion)~~; acquisition of equity securities accounted for using the equity method, which were~~ and Won ~~231.8~~31.4 billion in ~~2005, Won 244.3 billion in 2006 and Won 76.6 billion in 2007; and acquisition of intangible assets, which were Won 199.5 billion in 2005, Won 74.0 billion in 2006 and Won 115.1 billion in 2007.~~2008.

Net Cash from Financing Activities. Net cash used in financing activities was Won ~~1,429.0 billion in 2005, Won~~ 952.4 billion in 2006 and Won ~~856.0~~1,041.3 billion in 2007. Net cash provided by financing activities was Won 869.4 billion in 2008. Cash inflows from financing activities were primarily driven by issuances of bonds, which provided cash of Won ~~193.7 billion in 2005, Won~~ 385.0 billion in 2006, ~~and~~ Won 761.1 billion in ~~2007. Proceeds from short-term borrowings of~~2007 and Won ~~51.2~~1,307.7 billion in ~~2006 and Won 35.9 billion in 2007 and proceeds~~2008. Proceeds from long-term borrowings of Won 294.8 billion in 2006 and Won ~~28.3~~510.6 billion in 2008 and proceeds from short-term borrowings of Won 51.2 billion in 2006, Won 35.9 billion in 2007 and Won 473.0 billion in 2008 also contributed to cash inflows from financing ~~activities in 2006 and 2007. We had no cash inflows from proceeds from short-term borrowings or from long-term borrowings in 2005.~~activities. Cash outflows for financing activities included payment of ~~short-term borrowings, payments~~dividends, repayments of current portion of long-term debt, ~~payment~~repayment of ~~dividends~~long-term borrowings and acquisition and retirement of treasury stock, among other items. ~~Payments~~Payment of ~~short-term borrowings~~dividends were Won ~~376.9~~662.8 billion in ~~2005, none~~2006, Won 581.3 billion in ~~2006~~2007 and Won ~~86.6~~682.5 billion in ~~2007. Payments~~2008. Repayments of current portion of long-term debt were Won ~~500.0 billion in 2005, Won~~ 815.3 billion in 2006, ~~and~~ Won 907.2 billion in ~~2007. Payment~~2007 and Won 558.1 billion in 2008. Repayment of ~~dividends~~long-term borrowings were Won ~~758.2 billion in 2005, Won 662.8~~0.4 billion in 2006, Won 93.3 billion in 2007 and Won ~~581.3~~193.4 billion in ~~2007.~~2008. The acquisition ~~of treasury shares,~~ and ~~subsequent~~ retirement of ~~such~~treasury shares also accounted for Won 209.1 billion, Won 118.5 billion and Won ~~118.5~~63.5 billion of cash outflows for financing activities in 2006, 2007 and ~~2007,~~2008, respectively.

As of December 31, 2005, we had total long-term debt (excluding current portion and facility deposits) outstanding of Won 2,314.4 billion, which included bonds in the amount of Won 2,314.2 billion and bank and institutional borrowings in the amount of Won 0.2 billion. We had long-term facility deposits of Won 23.8 billion as of December 31, 2005. As of December 31, 2006, we had total long-term debt (excluding current portion and facility deposits) outstanding of Won 2,288.3 billion, which included bonds in the amount of Won 1,995.3 billion and bank and institutional borrowings in the amount of Won 293.0 billion. We had long-term facility deposits of Won 21.1 billion as of December 31, 2006. As of December 31, 2007, we had total long-term debt (excluding current portion and facility deposits) outstanding of Won 2,672.1 billion, which included bonds in the amount of Won 2,348.7 billion and bank and institutional borrowings in the amount of Won 323.4 billion. We had long-term facility deposits of Won 6.4 billion as of December 31, 2007. As of December 31, 2008, we had total long-term debt (excluding current portion and facility deposits) outstanding of Won 4,930.9 billion, which included bonds in the amount of Won 4,074.4 billion and bank and institutional borrowings in the amount of Won 856.5 billion. The increase in our long-term debt in 2008 was primarily due to the inclusion of SK Broadband’s long-term debt (which amounted to Won 1,066.5 billion as of December 31, 2008), as well as our incurrence of long-term debt to finance the acquisition of shares of SK Broadband and our subscribers’ handset purchases on installment payment plans. We had long-term facility deposits of Won 4.8 billion as of December 31, 2008. For a description of our long-term liabilities, see notes 9, 10, 11 and 2322 of the notes to our consolidated financial statements.

As of December 31, ~~2007,~~2008, substantially all of our foreign currency-denominated long-term debt, which amounted to approximately ~~37.9%~~23% of our total outstanding long-term debt, including current portion as of such date, was denominated in Dollars. Appreciation of the Won against the Dollar will result in net foreign exchange and translation gains, while depreciation of the Won against the Dollar will result in net foreign exchange and translation losses. Changes in foreign currency exchange rates will also affect our liquidity because of the effect of such changes on the amount of funds required for us to make interest and principal payments on our foreign currency-denominated debt.

In March 2005, we issued Won-denominated bonds with a principal amount of Won 200.0 billion. These bonds will mature in March 2010 and have an annual interest rate of 4.0%. The proceeds of these bonds were primarily used for repayment of maturing long-term debt.

In late May 2004, we issued zero coupon convertible notes with a maturity of five years in the principal amount of US$329,450,000, with an initial conversion price of Won 235,625 per share of our common stock, subject to

6061

certain redemption rights. Subsequently, the initial conversion price was adjusted to Won ~~211,099~~196,534 per share in accordance with anti-dilution provisions contained in the terms of the notes. ~~For~~During the year ended December 31, 2006, convertible notes in the principal amount of US$25,210,000 were converted into 136,163 shares of our common stock and the principal amount of the convertible notes decreased from US$329,450,000 to US$304,240,000. During the year ended December 31, 2007, holders of a principal amount of US$75,080,000 of convertible notes exercised their conversion rights. In order not to exceed the 49% limit on aggregate foreign ownership of our shares, we converted only a portion of those convertible notes into shares. See “Item 4.B. Business Overview — Law and Regulation — Foreign Ownership and Investment Restrictions and Requirements” for a more detailed discussion of foreign share ownership restrictions. Accordingly, a principal amount of US$38,820,000 of convertible notes were converted into 216,347 shares of our common stock. In addition, we paid ~~W43.0~~Won 43.0 billion in cash to holders of a principal amount of US$36,260,000 of convertible notes. As a result of these transactions, the principal amount of the convertible bonds decreased from US$304,240,000 to US$229,160,000 in 2007. In 2008, none of the holders exercised their conversion right. As of December 31, ~~2007, 1,277,164~~2008, 1,324,744 shares of common stock were deposited with the Korea Securities Depository and reserved in favor of the noteholders’ conversion rights. In May 2009, we repaid all outstanding zero coupon convertible notes at their maturity.

In June 2006, we issued floating rate discounted bills in the aggregate principal amount of Won 200 billion. The discounted bills have a five-year maturity and an interest rate based on a91-day certificate of deposit yield plus 0.25%. In September and November 2006, we issued Won-denominated corporate bonds, in each case, in aggregate principal amount of Won 200 billion. These bonds will mature in September 2016 and November 2013, respectively, and have annual interest rates of 5.0% and 4.0%, respectively. ~~The proceeds of these Won-denominated bond offerings were primarily used for the repayment of maturing long-term debt. See note 9 of the notes to our consolidated financial statements.~~

~~In June 2006, we issued floating rate discounted bills in aggregate principal amount of Won 200 billion. The discounted bills have a five-year maturity and an interest rate based on a91-day~~ ~~certificate of deposit yield plus 0.25%.~~ In October 2006, we also made long-term borrowings in aggregate principal amount of US$100 million with a maturity of seven years and an annual interest rate based on six-month LIBOR plus 0.29%. ~~These amounts were used for our operations.~~

In July 2007, we issued U.S. dollar-denominated bonds in the principal amount of US$400,000,000 with a maturity of twenty years and an annual interest rate of 6.625%. ~~The proceeds from the offering were used for general corporate purposes.~~

In November 2007, we issued Japanese Yen-denominated notes in the principal amount of Japanese Yen 12,500,000,000 with a maturity of five years and an annual interest rate ofbased on Yen LIBOR plus 0.55%. ~~The proceeds from the offering were used for the refinancing of maturing long-term debt.~~

In November 2007, we issued Korean Won-denominated bonds in the principal amount of Won 200 billion with a maturity of seven years and an annual interest rate of 5.00%.

In March 2008, we issued two tranches of Korean Won-denominated bonds, each tranche in the principal amount of Won 200 billion with an annual interest rate of 5.00%, maturing in seven and ten years, respectively. In October 2008, we issued Korean Won-denominated bonds in the principal amount of Won 250 billion with a maturity of five years and an annual interest rate of 6.92% and Korean Won-denominated bonds in the principal amount of Won 50 billion with a maturity of two years and an annual interest rate of 6.77%. In November 2008, we issued U.S. dollar-denominated notes in the principal amount of US$150,000,000 with a maturity of two years and an annual interest rate based on three-month U.S. dollar LIBOR plus 3.05%.

In January 2009, we issued notes in the principal amounts of Won 40 billion and Yen 3 billion with maturities of seven and three years, respectively, and annual interest rates of 5.54% and3-month Euro Yen LIBOR plus 2.50%, respectively. In March 2009, we issued notes in the principal amounts of Won 230 billion and Yen 5 billion with maturities of seven and three years, respectively, and annual interest rates of 5.94% and3-month Euro Yen TIBOR plus 2.50%, respectively. In April 2009, we issued 1.75% convertible notes with a maturity of five years in the principal amount of US$332,528,000, with an initial conversion price of Won 230,010 per share of our common stock, subject to certain redemption rights. In May 2009, SK Broadband, our consolidated subsidiary, filed a securities registration statement in Korea in order to raise up to Won 300 billion by selling its common shares through a rights offering. We announced our plan to participate in the rights offering in proportion to our 43.4% equity interest in SK Broadband. If there are shares that are not subscribed by other shareholders, we may purchase such unsubscribed shares, which will increase our equity interest in SK Broadband. The ~~proceeds from the offering were used~~subscription for ~~the refinancing~~and purchase of ~~maturing long-term debt.~~shares of SK Broadband are expected to occur in July 2009.

We also have long-term liabilities in respect of facility deposits received from subscribers, which stood at Won ~~23.8 billion at December 31 2005, Won~~ 21.1 billion at December 31, 2006, ~~and~~ Won 6.4 billion at December 31, ~~2007.~~2007 and Won 4.8 billion at December 31,

2008. These non-interest bearing deposits ~~are~~were collected from some subscribers when they ~~initiate~~initiated service and are returned (less unpaid amounts due from the subscriber for our services) when the subscriber’s service is deactivated. We generally no longer collect these deposits from our subscribers. See “Item 4.B. Business Overview — Revenues, Rates and Facility Deposits”.

Substantially all of our revenue and operating expenses are denominated in Won. We generally pay for imported capital equipment in Dollars. For a description of swap or derivative transactions we have entered into, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk”.

Capital Requirements

Historically, capital expenditures, repayment of outstanding debt and research and development expenditures have represented our most significant use of funds. In recent years, we have also increasingly dedicated capital resources to develop new and growing business areas, including our broadband Internet and fixed-line telephone business, wireless Internet business, convergence businesses and overseas operations, including through acquisitions and strategic alliances. In addition, we have used funds for the acquisition of treasury shares, financing of our subscribers’ handset purchases on installment payment plans and payment of retirement and severance benefits.

To fund our scheduled debt repayment and planned capital expenditures over the next several years, we intend to rely primarily on funds provided by operations, as well as bank and institutional borrowings, and offerings of debt or equity in the domestic or international markets. We believe that these sources will be sufficient to fund our planned capital expenditures for ~~2008.~~2009. Our ability to rely on these alternatives could be affected by the liquidity of the Korean financial markets or by Government policies regarding Won and foreign currency borrowings and the issuance of equity and debt. Our failure to make needed expenditures would adversely affect our ability to sustain subscriber growth and provide quality services and, consequently, our results of operations.

Capital Expenditures. The following table sets forth our actual capital expenditures for ~~2005,~~ 2006, 2007 and ~~2007:~~2008:


	Year Ended December 31,						Year Ended December 31,
	2005		2006		2007		2006		2007		2008
	(In billions of Won)						(In billions of Won)

CDMA Networks⁽¹⁾	W	376	W	280	W	198
CDMA Networks(1)							W	280	W	198	W	148
WCDMA Network		575		781		1,044		781		1,044		905
WiBro⁽²⁾		—		53		154
Others⁽³⁾		466		384		420
WiBro(2)								53		154		405
Others(3)								384		408		779

Total⁽⁴⁾	W	1,417	W	1,498	W	1,816
Total(4)							W	1,498	W	1,804	W	2,237


(1)		Includes our basic CDMA, CDMA 1xRTT and CMDA EV-DO networks.

(2)		We commenced WiBro service in May 2006.

(3)		Includes investments in infrastructure consisting of equipment necessary for the provision of data services and marketing.

(4)		Also, see note 7 of the notes to our consolidated financial statements.

We set our capital expenditure budget for an upcoming year on an annual basis. Our actual capital expenditures in 2005 were Won 1,416.6 billion. Of such amount, we spent approximately Won 574.5 billion on capital expenditures related to expansion of our WCDMA network and development of HSDPA technology, Won 375.8 billion related to general upkeep of our CDMA 1xRTT and CMDA EV-DO networks and Won 466.3 billion on other capital expenditures and projects. Our actual capital expenditures in 2006 were Won 1,498.1 billion. Of such amount, we spent approximately Won 780.5 billion on capital expenditures related to upgrade and expansion of our HSDPA-capable WCDMA network, Won 53.4 billion related to development and initial roll out of our WiBro network, Won 279.9 billion related to general upkeep of our CDMA 1xRTT and CMDA EV-DO networks and Won 384.3 billion on other capital expenditures and projects. Our actual capital expenditures in 2007 were Won ~~1,816.0~~1,804.1 billion. Of such amount, we spent approximately Won 1,044.3 billion on capital expenditures related to upgrade and expansion of our WCDMA network, Won 153.6 billion related to development and expansion of our WiBro network, Won 198.4 billion related to general upkeep of our CDMA 1xRTT and CMDA EV-DO networks and Won ~~419.7~~407.8 billion on other capital expenditures and projects. Our actual capital expenditures in 2008 were Won 2,236.9 billion. Of such amount, we spent approximately Won 904.8 billion on capital expenditures related to upgrade and expansion of our WCDMA network, Won 404.8 billion related to development

and expansion of our WiBro network, Won 148.2 billion related to general upkeep of our CDMA 1xRTT and CMDA EV-DO networks and Won 779.1 billion on other capital expenditures and projects. We are required to pay the remainder of the cost of our IMT-2000 license in annual installments for a five-year period from 2007 through 2011. For more information, see note ~~2(k)~~2(l) and note 8 of the notes to our consolidated financial statements for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007.~~2008.

In March 2005, we obtained a license from the MIC to provide WiBro services and paid the related Won 117.0 billion WiBro license fee. We currently provide WiBro service to “hot zone” areas in 2342 cities. We are planning to make additional capital expenditures in ~~2008~~2009 to build and expand our WiBro network to hot zone areas in 4284 cities, and we may also make further capital investments to expand our WiBro service in the future. Our investment plans are subject to change depending on the market demand for WiBro services, the competitive landscape for similar services and development of competing technologies.

We ~~estimate~~expect that weour capital expenditure amount in 2009 will ~~spend approximately Won 1.75 trillion for capital~~be similar to that of 2008. Our expenditures ~~in 2008~~will be for a range of projects, including investments in our backbone networks (and our WiBro network in particular), investments to improve our WCDMA network-based products and services, investments in our wireless Internet-related and convergence businesses and funding for mid-to long-term research and development projects, as well as other initiatives, primarily related to our ongoing businesses and in the ordinary course. However, our overall expenditure levels and our allocation among projects remain subject to many uncertainties. We may increase, reduce or suspend our planned capital expenditures for ~~2008~~2009 or change the timing and area of our capital expenditure spending from

the estimates described above in response to market conditions or for other reasons. We may also make additional capital expenditure investments as opportunities arise. Accordingly, we periodically review the amount of our capital expenditures and may make adjustments, including based on the current progress of capital expenditure projects and market conditions. No assurance can be given that we will be able to meet any such increased expenditure requirements or obtain adequate financing for such requirements, on terms acceptable to us, or at all.

Repayment of Outstanding Debt. As of December 31, ~~2007,~~2008, our principal repayment obligations with respect to long-term borrowings, bonds and obligations under capital leases outstanding were as follows for the periods indicated:


Year Ending December 31,	Total		Total
	(In billions of Won)		(In billions of Won)

2008	W	526.4
2009		630.9	W	796.8
2010		435.2		727.4
After 2010		1,654.8
2011				1,674.4
After 2011				2,743.9

We note that no commercial bank in Korea may extend credit (including loans, guarantees and purchase of bonds) in excess of 20% of its shareholders’ equity to any one borrower. In addition, no commercial bank in Korea may extend credit exceeding 25% of the bank’s shareholders’ equity to any one borrower and to any person with whom the borrower shares a credit risk.

Investments in ~~Convergence~~New Businesses and Global Expansion and Other Needs. We may also require capital for investments to support our development of growing businesses areas, as well as the purchase of additional treasury shares and shares of our affiliates.

For example, in March 2008, we completed the acquisition of an additional 38.7% equity stake in SK Broadband, Korea’s second-largest fixed-line operator, for approximately Won 1.1 trillion, increasing our total equity interest in SK Broadband to 43.4%. We may make additional capital investments in order to develop SK Broadband’s business in line with our growth strategy.

In addition, we, via SK Telecom USA Holdings, Inc., our wholly-owned subsidiary in the United States, had invested US$~~370~~380 million in HELIO as of ~~March 31,~~June 30, 2008. In ~~addition, we hold a US$30 million secured exchangeable promissory note, exchangeable into membership units of HELIO. In June~~August 2008, we ~~and EarthLink entered into an agreement with~~sold our equity interest in HELIO to Virgin Mobile USA, Inc. ~~and certain of its affiliates, pursuant to which Virgin Mobile USA, Inc. and certain of its affiliates agreed to acquire our aggregate equity interest in HELIO~~ in exchange for ~~limited partnership units in Virgin Mobile USA, L.P. In June 2008, we also agreed to make an additional US$25 million~~approximately 14.05% equity ~~investment~~interest in Virgin Mobile USA, Inc. ~~These transactions remain subject to regulatory and shareholder approvals.~~In addition, we invested US$25 million of equity capital in Virgin Mobile USA, Inc. in exchange for mandatory convertible preferred stock, convertible into Virgin Mobile USA, Inc.’s Class A common stock. For a more detailed

description of our investments in HELIO and Virgin Mobile USA, Inc., see “Item 4. Information on the Company — Item 4.B. Business Overview — Global Business — Overseas Operations”.

We have been providing CDMA cellular service in Vietnam since 2003 through our overseas subsidiary, SKT Vietnam, and through S-Telecom, a joint venture between SKT Vietnam and Saigon Post & Telecommunication Services Corporation. In November 2005, our board of directors approved an additional US$280 million investment in SKT Vietnam to fund expansion of its CDMA network to all of Vietnam. In January 2006, we acquired 100 million additional shares of SKT Vietnam’s unissued common stock for US$100 million, increasing our equity interest in that company from 55.1% to 73.3%.

In March 2008, we completed the acquisition of an additional 38.6% equity stake in hanarotelecom, Korea’s second-largest fixed-line operator, for approximately Won 1.1 trillion, increasing our total equity interest in hanarotelecom to 43.4% as of March 31, 2008. We may make additional capital investments in order to develop hanarotelecom’s business in line with our growth strategy.

From time to time, we may make other investments in telecommunications or other businesses, in Korea or abroad, where we perceive attractive opportunities for investment. From time to time, we may also dispose of existing investments when we believe that doing so would be in our best interest.

Acquisition of Treasury Shares. In October 2001, in accordance with the approval of our board of directors, we established trust funds with four Korean banks with a total funding of Won 1.3 trillion for the purpose of acquiring our shares at market prices plus or minus five percent. Each of the trust funds has an initial term of three years but is terminable at our option six months after the establishment of the trust fund and at the end of each succeeding six-month period thereafter. While held by the trust funds, our shares are not entitled to voting rights or

dividends. Upon termination of the trust funds, we are required to resell the shares acquired by the trust funds. In October 2004, we extended trust funds with a balance of Won 982 billion, for another three years and, in October 2007, we extended the trust funds with a balance of Won 982 billion, for an additional three years.

In a series of open market purchases in the period between August 1, 2006 and August 14, 2006, we acquired 491,000 shares of our common stock at an aggregate purchase price of Won 92.5 billion, all of which were cancelled on August 17, 2006. In a subsequent series of open market purchases in the period between September 4, 2006 and September 27, 2006, we acquired an additional 592,000 shares of our common stock at an aggregate purchase price of Won 116.6 billion, all of which were cancelled on September 29, 2006. In connection with the cancellation of these treasury shares, we reduced our retained earnings before appropriations by Won 209.1 billion in accordance with Korean law.

In a series of open market purchases in the period between November 1, 2007 and December 31, 2007, we acquired 471,000 shares of our common stock at an aggregate purchase price of Won 118.5 billion. In a series of open market purchases in the period between December 2, 2008 and December 30, 2008, we acquired 306,988 shares of our common stock at an aggregate purchase price of Won 63.5 billion.

As of December 31, ~~2007,~~2008, the total number of our common stock outstanding was ~~81,193,711.~~72,486,015.

Financing of Installment Payment Plans. Since April 2008, we have been offering installment payment plans for new handset purchases by our new or existing subscribers. Under installment payment plans, we provide financing to our new or existing subscribers who wish to purchase new handsets on credit and, in certain cases, charge fees or interest. As of December 31, 2008, short-tem and long-term accounts receivable (other), each net of present value discount, amounted to Won 1,067.3 billion and Won 572.1 billion, respectively, compared to Won 739.2 billion and zero, respectively, as of December 31, 2007. These increases were primarily attributable to the increase in purchases of new handsets on installment payment plans, which has required, and may continue to require, our capital resources.

Severance Payments. The total accrued and unpaid retirement and severance benefits for our employees as of December 31, ~~2007~~2008 of Won ~~44.3~~53.8 billion was reflected in our consolidated financial statements as a liability, which is net of deposits with insurance companies totaling Won ~~45.9~~68.6 billion to fund a portion of the employees’ severance indemnities.

aggregate amount. We recorded the special bonus payments as special severance indemnities in other expenses for the year ended December 31, 2006. In 2006, we also sponsored a voluntary early retirement plan with respect to certain eligible employees. These early retirees were also paid special bonuses of Won 18.1 billion in the aggregate, which amount was also reflected in special severance indemnities in other expenses for the year ended December 31, 2006. We may, in the future, again sponsor early retirement plans, in part, to improve operational efficiencies.

Also see “Item 6.D. Employees — Employee Stock Ownership Association and Other Benefits” and note ~~2(o)~~2(s) of the notes to our consolidated financial statements.

Dividends. Total payments of cash dividends amounted to Won ~~662.5~~662.8 billion in ~~2005,~~2006, Won ~~582.4~~581.3 billion in ~~2006~~2007 and Won 682.4 billion in ~~2007.~~2008.

In ~~March 2008,~~April 2009, we distributed annual dividends at Won 8,400 per share to our shareholders for an aggregate payout amount of Won ~~609.7~~609.2 billion.

Contractual Obligations and Commitments

The following summarizes our contractual cash obligations at December 31, ~~2007,~~2008, and the effect such obligations are expected to have on liquidity and cash flow in future periods:


	Payments Due by Period⁽¹⁾															Payments Due by Period(1)
				Less Than									After					Less Than						After
	Total			1 Year			1-3 Years			4-5 Years			5 Years			Total		1 Year		1-3 Years		4-5 Years		5 Years
	(In billions of Won)															(In billions of Won)

Bonds
Principal	W	2,920	.1	W	523	.3	W	835	.9	W	585	.6	W	975	.3	W	4,876.1	W	737.7	W	1,554.9	W	1,280.5	W	1,303.0
Interest		797	.3		109	.2		162	.7		117	.8		407	.6		1,413.3		257.9		393.2		211.2		551.0
Long-term borrowings
Principal		324	.3		0	.9		229	.5		0	.1		93	.8		865.5		9.0		723.5		133.0
Interest		61	.2		19	.2		28	.1		9	.3		4	.6		104.8		39.4		60.5		4.9		—
Capital lease obligations		2	.9		2	.2		0	.7		—			—
Principal																	201.1		61.8		111.9		27.4		—
Interest																	25.7		13.0		8.4		3.6		0.7
Operating leases		28	.8		7	.7		11	.6		3	.8		5	.7		2.0		0.7		0.9		0.4		—
Purchase obligations		—			—			—			—			—
Facility deposits		14	.0		7	.6		—			—			6	.4		13.1		8.3		—		—		4.8
Derivatives		123	.4		12	.6		23	.1		85	.2		2	.5		247.8		190.4		57.4		—		—
Other long-term payables⁽²⁾
Credit commitment to Virgin Mobile USA, Inc.																	21.2		21.2		—		—		—
Other long-term payables(2)
Principal		560	.0		110	.0		280	.0		170	.0		—			450.0		130.0		320.0		—		—
Interest		68	.4		25	.5		35	.1		7	.8		—			42.6		20.4		22.2		—		—
Short-term borrowings																	627.7		627.7		—		—		—
Total contractual cash obligations(3)																W	8,890.9	W	2,117.5	W	3,252.9	W	1,661.0	W	1,859.5

Total contractual cash obligations⁽³⁾	W	4,900	.4	W	818	.2	W	1,606	.7	W	979	.6	W	1,495	.9


(1)		We are contractually obligated to make severance payments to eligible employees we have employed for more than one year, upon termination of their employment, regardless of whether such termination is voluntary or involuntary. Accruals for severance indemnities are recorded based on the amount we would be required to pay in the event the employment of all our employees were to terminate at the balance date. However, we have not yet estimated cash flows for future periods. Accordingly, payments due in connection with severance indemnities have been excluded from this table.

(2)		Related to acquisition of IMT-2000 license. See note ~~2(k)~~2(l) and note 8 of the notes to our consolidated financial statements.


(3)		This amount does not include our future investments in the CDMA market in Vietnam, which we expect to make through our overseas subsidiary SKT Vietnam under a business cooperation contract with Saigon Post & Telecommunication Service Corporation. See “Item 4.B. Business Overview — Global Business — Overseas Operations” and “— Critical Accounting Policies, Estimates And Judgments — Off-Balance Sheet Arrangements”.

See note 2322 of the notes to our consolidated financial statements for details related to our other commitments and contingencies.

Inflation

We do not consider that inflation in Korea has had a material impact on our results of operations in recent years. According to data published by The Bank of Korea, annual inflation in Korea was ~~2.7% in 2005,~~ 2.2% in 2006, ~~and~~ 2.5% in ~~2007.~~2007 and 4.7% in 2008.

U.S. GAAP Reconciliation

Our consolidated financial statements are prepared in accordance with Korean GAAP, which differs in certain significant respects from U.S. GAAP. For a discussion of significant differences between Korean GAAP and U.S. GAAP, see notes 33 and 34 of our notes to consolidated financial statements.

Our net income in 2005 under U.S. GAAP is higher than net income under Korean GAAP by Won 159.3 billion, primarily due to reversal of goodwill amortization under U.S. GAAP, deferred income tax adjustments due to the difference in accounting principles and the differing treatment of loss on valuation of currency swaps, partially offset by the differing treatment of nonrefundable activation fees and intangible assets. Our net income in 2006

under U.S. GAAP is higher than under Korean GAAP by Won ~~430.9~~428.8 billion, primarily due to the differing treatment of unrealized gains or losses on valuation of convertible notes and reversal of goodwill amortization under U.S. GAAP, partially offset by the tax effect of the reconciling items. Our net income in 2007 under U.S. GAAP is lower than under Korean GAAP by Won ~~56.2~~56.9 billion, primarily due to the differing treatment of unrealized gains or losses on the valuation of convertible notes and the differing treatment of nonrefundable activation fees under U.S GAAP, partially offset by the differing treatment of reclassification of our investment in the common stock of SK C&C, reversal of goodwill amortization and the tax effect of reconciling items under U.S. GAAP. Our net income in 2008 under U.S. GAAP is higher than net income under Korean GAAP by Won 100.5 billion, primarily due to the differing treatment of loss on impairment of investment securities, the reversal of goodwill amortization and goodwill impairment and reclassification of our investment in the common stock of SK C&C under U.S. GAAP, partially offset by differing treatment in valuation of currency and interest rate swaps under U.S. GAAP.

Our shareholders’ equity atas of December 31, 2006, 2007 and 2008 under U.S. GAAP is higher than under Korean GAAP by Won ~~1,255.4~~1,235.3 billion, ~~and our shareholders’ equity at December 31, 2007 under U.S. GAAP is higher than under Korean GAAP by~~ Won ~~1,011.5~~970.1 billion, Won 390.8 billion, respectively, in each case, primarily due ~~to:~~to increases from the differing treatment of intangible assets, reversal of goodwill amortization and goodwill impairment and tax effect of the reconciling items, partially offset by decreases from the differing treatment of nonrefundable activation fees and minority interest of equity in consolidated affiliates and, in ~~2007,~~2008, reclassification of investment in the common stock of SK ~~C&C.~~Broadband.

New Accounting Pronouncements under U.S. GAAP

In June 2006, the Emerging Issues Task Force (“EITF”) reached a consensus on IssueNo. 06-3, “How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation)” (“EITF IssueNo. 06-3”). EITF IssueNo. 06-3 requires that companies disclose their accounting policy regarding the gross or net presentation of certain taxes. Taxes within the scope of EITF IssueNo. 06-3 are any tax assessed by a governmental authority that is directly imposed on a revenue-producing transaction between a seller and a customer and may include, but is not limited to, sales, use, value added and some excise taxes. Effective January 1, 2007, we adopted EITF IssueNo. 06-3 for our annual reporting period ended December 31, 2007. The adoption of such accounting standards did not have an effect on our consolidated financial position as of December 31, 2007.

In June 2006, the Financial Accounting Standard Board (“FASB”) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of SFAS No. 109, “Accounting for Income Taxes” (“SFAS No. 109”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s

financial statements in accordance with SFAS No. 109, and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Effective January 1, 2007, we adopted FIN 48 for our annual reporting period ended December 31, 2007. As a result of our adoption of FIN 48, retained earnings as of January 1, 2007 decreased by Won 11,853 million and income tax provision for the year ended December 31, 2007 increased by Won 1,320 million.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurement” (“SFAS No. 157”), which provides guidance for using fair value to measure assets and liabilities when required for recognition or disclosure purposes. SFAS No. 157 is intended to make the measurement of fair value more consistent and comparable and improve disclosures about these measures. Specifically, SFAS No. 157 (1) clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability, (2) establishes a fair value hierarchy that prioritizes the information used to develop those assumptions, (3) clarifies the information required to be used to measure fair value, (4) determines the frequency of fair value measures and (5) requires companies to make expanded disclosures about the methods and assumptions used to measure fair value and the fair value measurement’s effect on earnings. However, SFAS No. 157 does not expand the use of fair value to any new circumstances or determine when fair value should be used in the financial statements. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with some exceptions. SFAS No. 157 is to be applied prospectively as of the first interim period for the fiscal year in which it is initially adopted, except for a limited form of retrospective application for some specific items.

In February 2008, the FASB issued Staff PositionNo. 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for

Purpose of Lease Classification or Measurement Under Statement 13”(“FSP 157-1”) in order to amend SFAS No. 157 to exclude FASB Statement No. 13, “Accounting for Leases” (“SFAS No. 13”) and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS No. 13. In addition, in February 2008, the FASB issued Staff PositionNo. 157-2, “Effective Date of FASB Statement No. 157”(“FSP 157-2”), which defers the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for non-financial assets and non-financial liabilities, except for those that are recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually). We ~~are currently evaluating the impact that~~adopted SFAS No. 157,FSP 157-1 andFSP 157-2 ~~may have on~~in the first quarter of 2008, the impact of which is disclosed in note 34(c) of the notes to our consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be included in earnings. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. ~~We are currently evaluating the impact that~~The adoption of SFAS No. 159 ~~may~~did not have a material impact on ~~consolidated~~our results of operations, cash flows or financial ~~statements.~~position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”) which replaces FASB Statement No. 141. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the potential impact, if any, the adoption of SFAS No. 141(R) may have on consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”). SFAS No. 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest,

changes in a parent’s ownership interest, and the valuation of retained ~~non controlling~~non-controlling equity investments when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This statement is effective for us beginning January 1, 2009. We are currently evaluating the potential impact of the adoption of SFAS No. 160 on ~~ourconsolidated~~our consolidated financial position, results of operations orand cash flows.

In May 2008, the FASB issued FASB Staff Position (FSP) APB14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP APB14-1”). FSP APB14-1 clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by APB Opinion No. 14, “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants”. Additionally, FSP APB14-1 specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. FSP APB14-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We are currently evaluating the impact of adopting FSP APB14-1 on our consolidated financial condition, ~~operating~~ results of operations and cash flows.

In June 2008, the FASB ratified the consensus reached by the EITF on Issue07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (Issue07-5). Under Issue07-5, an instrument (or embedded feature) would not be considered indexed to an entity’s own stock if its settlement amount is affected by variables other than those used to determine the fair value of a “plain vanilla” option or forward contract on equity shares, or if the instrument contains a feature (such as a leverage factor) that increases exposure to those variables. An equity-linked financial instrument (or embedded feature) would not be considered indexed to the entity’s own stock if the strike price is denominated in a currency other than the issuer’s functional currency. Issue07-5 is effective for us beginning on January 1, 2009, and we are currently evaluating the impact of adopting Issue07-5 on the our consolidated financial condition, results of operations and cash flows.

In December 2008, the FASB issued FSPNo. FAS 140-4 andFIN 46R-8, “Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interests in Variable Interest Entities” (“FSPNo. FAS 140-4 andFIN 46R-8”). FSPNo. FAS 140-4 andFIN 46R-8 amends the disclosure requirements of SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” and FIN 46R and is effective from the first reporting period ending after December 15, 2008. The adoption of FSPNo. FAS 140-4 andFIN 46R-8 did not have a material impact on our financial condition, results of operations or cash flows.

In January 2009, the FASB issued FSPNo. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF IssueNo. 99-20” (“FSPNo. EITF 99-20-1”). FSPNo. EITF 99-20-1 amends the impairment guidance in EITFNo. 99-20 to align impairment guidance inEITF 99-20 with that in SFAS No. 115 and related impairment guidance. FSPNo. EITF 99-20-1 applies to beneficial interests within the scope ofEITF 99-20 and is effective for periods ending after December 15, 2008. The adoption of FSPNo. EITF 99-20-1 did not have a material impact on us.

In April 2009, the FASB issued FSPNo. 141R-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies” (“FSPNo. 141R-1”). FSPNo. 141R-1 amends and clarifies SFAS No. 141R, “Business Combinations”, to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSPNo. 141R-1 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008 and had no impact on our financial condition, results of operations or cash flows.

In April 2009, the FASB issued FSPNo. FAS 115-2 andFAS 124-2. FSPNo. FAS 115-2 andFAS 124-2 amends theother-than-temporary impairment guidance in GAAP for debt securities and the presentation and disclosure requirements ofother-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than temporary impairments of equity securities. FSPNo. FAS 115-2 andFAS 124-2 is effective for interim reporting periods ending after June 15, 2009 with early adoption permitted. We did not early adopt this FSP. We expect the adoption of this standard to decrease the impact of impairments on our results of operations in future periods when

compared to the impact we believes would have occurred without this new accounting standard. We are currently evaluating the impact of the adoption of FSPNo. FAS 115-2 andFAS 124-2 to our financial condition, results of operations and cash flows.

Significant Changes in Korean GAAP

On January 1, 2005, we and our subsidiaries adopted SKAS No. 15 through No. 17. The adoption of such accounting standards did not have an effect on our consolidated financial position as of December 31, 2005, except as follows:


	•	Through 2004, when our equity interests in the equity method investees were diluted as a result of the equity method investees’ direct sales of their unissued shares to third parties, the changes in the our proportionate


		equity of investees were accounted for as capital transactions. Effective January 1, 2005, such transactions are accounted for as income statement treatment, pursuant to adoption of SKAS No. 15, “Investments: Equity Method”. As a result of adopting SKAS No. 15, net income for the year ended December 31, 2005 increased by Won 6.3 billion (net of tax effect of Won 2.4 billion).


	•	Through 2004, tax effects of temporary differences related to capital surplus or 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 Won 67.6 billion and Won 97.8 billion, respectively, and total stockholders’ equity as of December 31, 2005 decreased by Won 30.2 billion, which was directly reflected in capital surplus or capital adjustments. See note 18 of the notes to our consolidated financial statements.

	•	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. 17 is prospectively applied and as a result of adopting such accounting standard, total liabilities as of December 31, 2005 decreased by Won 7.4 billion and ordinary income and net income for the year ended December 31, 2005 increased by Won 5.4 billion. See note 25 of the notes to our consolidated financial statements.

Such newly adopted accounting standards were prospectively applied as allowed by SKAS No. 15 through No. 17. As a result, our consolidated balance sheet as of December 31, 2004 and our consolidated statements of income and cash flows for the year ended December 31, 2004 were not adjusted to reflect the effect of adoption of SKAS No. 15 through No. 17.

On January 1, 2006, we adopted SKAS No. 18 through No. 20. The adoption of such accounting standards did not have an effect on our consolidated financial position as of December 31, 2006 or our consolidated ordinary income and net income for the year ended December 31, 2006.

On January 1, 2007, we adopted SKAS No. 11, SKAS No. 21 through SKAS No. 23, and SKAS No. 25. The adoption of such accounting standards did not have an effect on our consolidated financial position as of December 31, 2007 or our consolidated net income for the year ended December 31, 2007. Details of the primary changes due to such adoption of these SKASs are as follows:


	•	Pursuant to adoption of SKAS No. 21, “Preparation and Presentation of Financial Statements”, certain amounts classified as capital adjustments through 2006 are classified as accumulated other comprehensive income (loss) — such amounts include unrealized gain/loss onavailable-for-sale securities, equity in capital adjustments of affiliates and gain/loss on valuation of derivative instruments. In addition, certain amounts classified as investment assets through 2006 are classified as other non-current assets — such amounts include long-term loans, guarantee deposits, long-term deposits and others. The consolidated balance ~~sheets~~sheet as of December 31, ~~2005 and~~ 2006, which ~~appear~~appears in the consolidated financial statements included elsewhere in this report, ~~have~~has been reclassified in accordance with SKAS No. 21.

	•	Pursuant to adoption of SKAS No. 25, “Consolidated Financial Statements”, net income is allocated to equity holders of the parent and minority interest. In addition, when a subsidiary is purchased during the year, such subsidiary’s statement of income is included in consolidation as though it had been acquired as of January 1 of the relevant year, and preacquisition earnings are presented as deduction at the bottom of the consolidated statements of income. The accompanying consolidated ~~statements~~statement of income for the ~~years~~year ended December 31, ~~2005 and~~ 2006, which ~~appear~~appears in the consolidated financial statements included elsewhere in this report, ~~have~~has been reclassified in accordance with SKAS No. 25. In addition, in connection with our adoption of SKAS No. 25, we also began to present pre-acquisition cash flows of subsidiaries as a separate deduction (addition) at the bottom of our consolidated statements of cash flows.

The amended SKAS No. 25, “Consolidated Financial Statements”, which is effective December 29, 2008 (but the early adoption is allowed from 2008), clarifies that when the parent’s ownership interest in a subsidiary is increased after control is obtained, the difference between the consideration for additional acquisition of interest and portion of net asset of subsidiary, which had been previously recognized as capital surplus, should be recognized as other capital adjustment if the difference is negative amount and there is no related capital surplus earned at previous transaction. As the amended SKAS No. 25, “Consolidated Financial Statements” is applied retroactively during the year ended December 31, 2008, the 2006 and 2007 financial statements presented comparatively are restated, which results in the increase in capital surplus by W16,072 million and W31,146 million as of December 31, 2006 and 2007, respectively, and the decrease in other capital adjustment by W16,072 million and W31,146 million as of December 31, 2006 and 2007, respectively.

Critical Accounting Policies, Estimates And Judgments

Our consolidated financial statements are prepared in accordance with Korean GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses as well as the disclosure of contingent assets and liabilities. We continually evaluate our estimates and judgments including those related to revenue recognition, allowances for doubtful accounts, inventories, useful lives of property and equipment, intangible assets, investments, employee stock option compensation plans and income taxes. We base our estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We also provide a summary of significant differences between

accounting principles followed by us and our subsidiaries and U.S. GAAP. We believe that of our significant accounting policies, the following may involve a higher degree of judgment or complexity:

Allowances for Doubtful Accounts

An allowance for doubtful accounts is provided based on a review of the status of individual receivable accounts at the end of the year. We maintain allowances for doubtful accounts for estimated losses that result from the inability of our customers to make required payments. We base our allowances on the likelihood of recoverability of accounts receivable based on past experience and taking into account current collection trends that are expected to continue. If economic or specific industry trends worsen beyond our estimates, we increase our allowances for doubtful accounts by recording additional expenses.

Derivative Instruments

We record 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 accumulated other comprehensive income (loss) and credited or charged to operations at the time the hedged transactions affect earnings, and the ineffective portions of the gains or losses are credited or charged immediately to operations.

Estimated Useful Lives

We estimate the useful lives of long-lived assets in order to determine the amount of depreciation and amortization expense to be recorded during any reporting period. The useful lives are estimated at the time the asset is acquired and are based on historical experience with similar assets as well as taking into account anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation and amortization expense in future periods.

Impairment of Long-lived Assets Including the WCDMA Frequency Usage Right

Long-lived assets generally consist of property, plant and equipment and intangible assets. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In addition, we evaluate our long-lived assets for impairment each year as part of our annual forecasting process. An impairment loss would be considered when estimated undiscounted future net cash flow expected to result from the use of the asset and its eventual disposition are less than its carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Our intangible assets include the WCDMA frequency usage right, which has a contractual life of 15 years and is amortized from the date commercial service is initiated through the end of its contractual life, which is December 15, 2015. We started to amortize this frequency usage right on December 1, 2003. Because WCDMA presents risks and challenges to our business, any or all of which, if realized or not properly addressed, may have a material adverse effect on our financial condition, results of operations and cash flows, we review the WCDMA frequency usage right for impairment on an annual basis. In connection with our review, we utilize the estimated long-term revenue and cash flow forecasts. The use of different assumptions within our cash flow model could result in different amounts for the WCDMA frequency usage right. The results of our review using the testing method described above did not indicate any need to impair the WCDMA frequency usage right for ~~2007.~~2008.

Impairment of Investment Securities

When the declines in fair value of individualavailable-for-sale andheld-to-maturity securities below their acquisition cost are other than temporary and there is objective evidence of impairment, the carrying value of the securities is adjusted to their fair value with the resulting valuation loss charged to current operations.

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As part of this review, the investee’s operating results, net asset value and future performance forecasts as well as general market conditions are taken into consideration. If we believe, based on this review, that the market value of an equity security or a debt security may realistically be expected to recover, the loss will continue to be classified as temporary. If economies or specific industry trends worsen beyond our estimates, valuation losses previously determined to be recoverable may need to be charged as an impairment loss in current operations.

Significant management judgment is involved in the evaluation of declines in value of individual investments. The estimates and assumptions used by management to evaluate declines in value can be impacted by many factors, such as our financial condition, earnings capacity and near-term prospects in which we have invested and, for publicly-traded securities, the length of time and the extent to which fair value has been less than cost. The evaluation of these investments is also subject to the overall condition of the economy and its impact on the capital markets.

~~Employee Stock Option Compensation Plan~~

We adopted the fair value based method of accounting for the employee stock option compensation plan. The plan was established, effective as of March 17, 2000, to reward the performance of management who have contributed, or have the ability to contribute, significantly to our company. 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, we exclude the volatility factor in estimating the value of our stock options, 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 life of the option, dividends on the stock, or the risk-free interest rate.

Income Taxes

We are required to estimate the amount of tax payable or refundable for the current year and the deferred income tax liabilities and assets for the future tax consequences of events that have been reflected in our financial statements or tax returns. This process requires management to make assessments regarding the timing and probability of the tax impact. Actual income taxes could vary from these estimates due to future changes in income tax law or unpredicted results from the final determination of each year’s liability by taxing authorities.

We believe that the accounting estimate related to establishing tax valuation allowances is a “critical accounting estimate” because (i) it requires management to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning opportunities, and (ii) the impact that changes in actual performance versus these estimates could have on the realization of tax benefits as reported in our results of operations could be material. Management’s assumptions require significant judgment because actual performance has fluctuated in the past and may continue to do so.

Off-Balance Sheet Arrangements

In July 2003, SKT Vietnam (formerly SLD Vietnam), our overseas subsidiary, entered into a business cooperation contract with Saigon Post & Telecommunication Services Corporation to establish cellular mobile communication services and provide CDMA service throughout Vietnam. Pursuant to such contract, in the event that the cash inflow for the business is insufficient to cover the cash outflow necessary to cover the expenditures necessary to operate the business, SKT Vietnam and Saigon Post & Telecommunication Services Corporation have agreed to contribute the necessary funds to the business and to bear additional cash shortfalls, on an equal basis. With respect to our involvement in the business, our maximum exposure to loss was approximately Won ~~167.6~~236.3 billion as of December 31, ~~2007.~~

In March 2005, we, through our overseas subsidiary, SK Telecom USA Holdings, and EarthLink, an Internet service provider in the U.S., established HELIO, a joint venture company, to provide wireless voice and data services across the U.S. In November 2007, we and EarthLink amended and restated HELIO’s joint venture

agreements, whereby we agreed to make up to US$270 million in additional equity contributions to HELIO. From September to December 2007, we made additional equity contributions to HELIO of US$100 million in aggregate and in the first quarter of 2008, we made further equity contributions of US$50 million in aggregate. In June 2008, we and EarthLink agreed to acquire limited partnership units in Virgin Mobile USA, L.P. in exchange for our aggregate equity interest in HELIO. In addition, in June 2008 we agreed to invest an additional US$25 million of equity capital in Virgin Mobile USA, Inc. in exchange for mandatory convertible preferred stock, convertible into Virgin Mobile USA, Inc.’s Class A common shares. These transactions remain subject to regulatory and shareholder approvals. For a more detailed description of our investments in HELIO and Virgin Mobile USA, Inc., see “Item 4. Information on the Company — Item 4.B. Business Overview — Global Business — Overseas Operations”.2008.


*Item 5.C.*	*Research and Development*

~~In conformity with the MIC’s guidance, we have maintained~~Overview

We maintain a high level of spending on our internal research ~~and development~~ activity. ~~Prior to 1996, the majority of our research and development expense consisted of MIC-directed donations~~We also donate funds to several Korean research institutes and educational ~~organizations. More recently, we have sharply increased our spending for our internal~~organizations that focus on research ~~activity, resulting in such amounts exceeding our spending on external research.~~and development activity. We believe that we must maintain a substantial in-house technology capability to achieve our strategic goals.

The following table sets forth our annual research and development expenses:


										As of and for the
	As of and for the Year Ended December 31,									Year Ended December 31,
	2005			2006			2007			2006		2007		2008
	(In billions of Won)									(In billions of Won)

Internal R&D Expenses	W	252	.0	W	212	.0	W	218	.7	W	212.0	W	218.7	W	226.7
External R&D Expenses		69	.1		67	.0		74	.4		67.0		74.4		73.0

Total R&D Expenses	W	321	.1	W	279	.0	W	293	.1	W	279.0	W	293.1	W	299.7

Our total research and development expenses ~~equaled 3.0% in 2005,~~were approximately 2.5%, in 2006, ~~and 2.4%~~2.5% in 2007 and 2.1% in 2008, respectively, of operating revenue.

Our external research and development expenses have been influenced by the ~~MIC,~~Ministry of Knowledge Economy, which makes annual recommendations concerning our minimum level of contribution to the ~~MIC-run~~Government-run Fund for Development of Information and Telecommunications. The ~~MIC’s recommended~~ minimum level of contribution recommended by the Ministry of Knowledge Economy was 0.75% for each of ~~2005,~~ 2006, 2007 and ~~2007.~~2008. We are not obligated to make donations to any other external research institutes.

Internal Research and Development

The main focus of our internal research and development activity is the development of new wireless technologies and services and value-added technologies and services for our CDMA-based, WCDMA-based and WiBro networks, such as wireless data communications, as well as development of new technologies that reflect the growing convergence between telecommunications and other industries. In addition, together with the Chinese government, we have been jointly researching and developing China’s ~~TD-SDMA~~TD-SCDMA technology. We spent approximately Won ~~218.7~~226.7 billion on internal research and development in ~~2007.~~2008.

Our internal research and development activity is centered at a research center withstate-of-the-art facilities and equipment established in January 1999 in Bundang-gu, Sungnam-si, Kyunggi-do, Korea. To more efficiently manage our research and development resources, our research and development center is organized into three core areas:


	•	Theaccess technology R&D center,, which has pioneered the development of 3G and 3.5G technologies. This center is developing next-generation technologies, including with a view toward leading global standardization of mobile telecommunications technologies. Current projects include the development of multimedia handsets and location-based services, as well as development of network technologies, including with respect to WiBro, personal area network, ubiquitous sensor and broadband convergence


		networks, The access technology R&D center is also spearheading our joint development of TD-SCDMA technology with the Chinese government.


	•	Theservice technology R&D center,, which focuses on improving the quality and operation of our core networks; building a flexible service infrastructure that will support the introduction of new products and services and enable easy maintenance; and developing new services based on customer needs. Specifically, this center has been developing an array of value-added services, including COLORing services and developing new wireless data and convergent products and services.

	•	Thetechnology innovation center,, which is responsible for developing and maintaining our overall management and information technology infrastructure, including billing and subscriber information security systems. The information technology R&D center is also currently upgrading our customer relationship management system.

~~As of December 31, 2007, our research center housed 494 research engineers (including both full time and temporary research engineers).~~

Each business unit also has its own research team that can concentrate on specific short-term research needs. Such research teams permit our research center to concentrate on long-term, technology-intensive research projects. We aim to establish strategic alliances with selected domestic and foreign companies with a view to exchanging or jointly developing technologies, products and services.

External Research and Development

In addition to conducting research in our own facilities, we have been a major financial supporter of other Korean research institutes, and we have helped coordinate the Government’s effort to commercialize CDMA-based, WCDMA-based and WiBro technology. We do not independently own intellectual property rights in the technologies or products developed by any external research institute.


*Item 5.D.*	*Trend Information*

These matters are discussed under Item 5.A. and Item 5.B. above where relevant.


*Item 5.E.*	*Off-Balance Sheet Arrangements*

These matters are discussed under Item 5.B. above where relevant.


*Item 5.F.*	*Tabular Disclosure of Contractual Obligations*

These matters are discussed under Item 5.B. above where relevant.


Item 6. 5.G.	*Safe Harbor*

These matters are discussed under “Forward-Looking Statements.”


Item 6.	*DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES*


*Item 6.A.*	*Directors and Senior Management*

Our board of directors has ultimate responsibility for the management of our affairs. Under our articles of ~~association,~~incorporation, our board is to consist of at least three but no more than twelve directors, more than a half of whom must be independent non-executive directors. We currently have a total of eight directors, five of whom are independent non-executive directors. We elect our directors at a general meeting of shareholders with the approval of at least a majority of those shares present or represented at such meeting. Such majority must represent at least one-fourth of our total issued and outstanding shares with voting rights.

As required under relevant Korean laws and our articles of ~~association,~~incorporation, we have a committee for recommendation of independent non-executive directors within the board of directors, the Recommendation Committee. Independent non-executive directors are appointed from among those candidates recommended by the Recommendation Committee.

The term of offices for directors is until the close of the third annual general shareholders meeting convened after he or she commences his or her term. Our directors may serve consecutive terms. Our shareholders may

remove them from office by a resolution at a general meeting of shareholders adopted by the holders of at least two-thirds of the voting shares present or represented at the meeting, and such affirmative votes also represent at least one-third of our total voting shares then issued and outstanding.

Representative directors are directors elected by the board of directors with the statutory power to represent our company.

The following are the names and positions of our standing and non-standing directors. The business address of all of our directors is the address of our registered office at SK T-Tower, 11, Euljiro 2-ga, Jung-gu, Seoul100-999, Korea.

Standing directors are our full-time employees and executive officers, and they also comprise the senior management, or the key personnel who manage us. Their names, dates of birth and positions at our company and other positions are set forth below:

Other Principal

Date of

Director

Expiration

Directorships

Date of

Director

Expiration

Directorships

Name

Birth

Since

of Term

Position

and Positions

Business Experience

Birth

Since

of Term

Position

and Positions

Business Experience

Shin Bae Kim

Oct. 15, 1954

2002

2011

President, Chief Executive Officer, Chief Officer & Representative Director

Chairman, Korea Association of RFID/USN

Senior Vice President and Head of Strategic Planning Group (SK Telecom); Director, KORMS

Man Won Jung

Oct. 5, 1952

2009

2012

President, Chief Executive
Officer & Representative
Director

—

CEO & President, SK Networks; Vice President, Internet Business Divisional Group, SK Telecom; Vice President, Customer Business Development Group, SK Corporation

Sung Min Ha

Mar. 24, 1957

2004

2010

Head of Mobile Network Operations Business

Head of Strategic Planning Group, SK Telecom; Director, SK Telink; Auditor, SK C&C; Chairman and Representative Director, SKT Vietnam; Auditor, SK Teletech

Mar. 24, 1957

2004

2010

Head of Mobile Network
Operations Business

—

Head of Strategic Planning Group, SK Telecom; Director, SK Telink; Auditor, SK C&C; Chairman and Representative Director, SKT Vietnam; Auditor,
SK Teletech

Our current non-standing directors are as set forth below:

Other Principal

Date of

Director

Expiration

Directorships

Date of

Director

Expiration

Directorships

Name

Birth

Since

of Term

Position

and Positions

Business Experience

Birth

Since

of Term

Position

and Positions

Business Experience

Young Ho Park*

Jul. 31, 1947

2008

2011

President & Chief Executive Officer of SK Holdings

President, Executive Vice President, Corporate Management Office, SK Corporation, Senior Vice President, Marketing Support Division, SK Corporation

Jae Won Chey

May. 16, 1963

2009

2012

Vice Chairman & CEO, SK Gas
Vice Chairman & CEO, SK E&S

Director, SK Holdings

Executive Vice President, Head of Corporate Center, SK Telecom; Executive Vice President, Head of Strategic Support Division, SK Telecom

Hyun Chin Lim

Apr. 26, 1949

2006

2009

Independent Non-executive Director

Dean, College of Social Science, Seoul National University

President, Korea Sociological Association; Dean, Faculty of Liberal Education, Seoul National University; President, Korean Association of NGO Studies

Apr. 26, 1949

2009

2012

Independent
Non-executive Director

Dean, College of Social Science, Seoul National University

President, Korea Sociological Association; Dean, Faculty of Liberal Education, Seoul National University; President, Korean Association of NGO Studies

Dal Sup Shim

Jun. 27, 1950

2007

2010

Independent Non-executive Director

Research Fellow, Institute for Global Economics

Auditor, Korea Credit Guarantee Fund; Financial Attaché, Korean Embassy in the United States; Audit Officer, Korea Customs Service; Tax & Customs Office, Ministry of Strategy and Finance (formerly Ministry of Finance and Economy)

Jun. 27, 1950

2007

2010

Independent
Non-executive Director

Research Fellow, Institute for Global Economics

Rak Young Uhm

Jun. 23, 1948

2008

2011

Independent
Non-executive Director

Visiting Professor Graduate School of Public Administration, Seoul National University

Independent Non-executive Director, Tong Yang Insurance Co., Ltd., Non-Standing Director KOTRA; President, Korea Development Bank

Jay Young Chung

Oct. 15, 1944

2008

2011

Independent
Non-executive Director

Professor, Graduate School of Business Administration, Sung Kyun Kwan University

Chief, Asia-Pacific Economic Association; Vice President, Sung Kyun Kwan University; Independent Non-executive Director, POSCO

Jae Ho Cho

Jan. 18, 1955

2008

2011

Independent
Non-executive Director

Professor of Finance, College of Business Administration, Seoul National University

Director, Kyung Hee Foundation; Visiting Professor, Graduate School of Economics, University of Tokyo, Advisory Committee Member, Samsung Securities

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Other Principal

Date of
Director
Expiration
Directorships

Name
Birth Since of Term Position and Positions Business Experience

Rak Young Uhm Jun. 23, 1948 2008 2011 Independent Non-executive Director Visiting Professor Graduate School of Public Administration, Seoul National University Independent Non-executive Director, Tong Yang Insurance Co., Ltd., Non-Standing Director KOTRA; President, Korea Development Bank
Jay Young Chung Oct. 15, 1944 2008 2011 Independent Non-executive Director Professor, Graduate School of Business Administration, Sung Kyun Kwan University Chief, Asia-Pacific Economic Association; Vice President, Sung Kyun Kwan University; Independent Non-executive Director, POSCO
Jae Ho Cho Jan. 18, 1955 2008 2011 Independent Non-executive Director Professor of Finance, College of Business Administration, Seoul National University Director, Kyung Hee Foundation; Visiting Professor, Graduate School of Economics, University of Tokyo, Advisory Committee Member, Samsung Securities
* ~~Mr. Young Ho Park is a non-standing director but not an independent director.~~
~~Involvement In Certain Legal Proceedings~~
In February 2004, certain members of our board of directors and executive officers resigned following a finding of accounting misconduct at SK Networks and the resulting movement to improve corporate governance in companies in the SK Group. The resignations were tendered by Mr. Tae Won Chey, our former non-standing director of and Chairman and Chief Executive Officer of SK Holdings and Mr. Kil Seung Son, our former Chairman, Chief Executive Officer and Representative Director, a former representative director of SK Networks and a former non-standing director of SK Holdings. None of these resignations were related to any allegations of wrongdoing in connection with their role in our business, and we were not implicated in any of the charges against SK Network’s management. For details of the charges against Mr. Tae Won Chey and Mr. Kil Seung Son, see “Item 3.D. Risk Factors — Financial difficulties and charges of financial statement irregularities at our affiliate, SK Networks (formerly SK Global), may cause disruptions in our business.”
Item 6.B. Compensation

The aggregate of the remuneration paid and in-kind benefits granted to the directors (both standing directors, who also serve as our executive officers, and non-standing directors) during the year ended December 31, ~~2007~~2008 totaled approximately Won ~~5.5~~5.0 billion.

Remuneration for the directors is determined by shareholder resolutions. Severance allowances for directors are determined by the board of directors in accordance with our regulation on severance allowances for officers, which was adopted by shareholder resolutions. The regulation provides for monthly salary, performance bonus, severance payment and fringe benefits. The amount of performance bonuses is independently decided by a resolution of the board of directors.

In March 2002, pursuant to resolutions of the shareholders, and in accordance with our articles of ~~association,~~incorporation, certain of our directors and officers were granted options to purchase our common shares. In 2002, 70 officers were granted options to purchase 65,730 common shares. The exercise price for the shares is Won 267,000. Each stock option agreement also provides for adjustments to the amount and exercise price of the shares in cases where the share price may become diluted as a result of issuance of new shares, stock dividends or mergers. No officer exercised his option to purchase for shares granted in 2002. The board of directors may, by resolution, cancel any
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director’s or officer’s stock options under certain circumstances. Since 2003, none of our directors and officers have been granted options to purchase our common shares.


*Item 6.C.*	*Board Practices*

For information regarding the expiration of each director’s term of appointment, as well as the period from which each director has served in such capacity, see the table set out under ~~“— Item~~“Item 6.A. Directors and Senior Management”, above.

Termination of Directors, Services

Directors are given a retirement and severance payment upon termination of employment in accordance with our internal regulations on severance payments. Upon retirement, directors who have made significant contributions to our company during their term may be appointed to serve either as an advisor to us or as an officer of an affiliate company.

Audit Committee

Under relevant Korean laws and our articles of ~~association,~~incorporation, we are required to have an audit committee under the board of directors. The committee is composed of at least three members, two-thirds of whom must be independent non-executive directors independent with respect to applicable rules. The members of the audit committee are appointed annually by a resolution of the board of directors. They are required to:


	•	examine the agenda for the general meeting of shareholders;

	•	examine financial statements and other reports to be submitted by the board of directors to the general meeting of shareholders;

	•	review the administration by the board of directors of our affairs; and

	•	examine the operations and asset status of us and our subsidiaries.

In addition, the audit committee must appoint independent auditors to examine our financial statements. An audit and review of our financial statements by independent auditors is required for the purposes of a securities report. Listed companies must provide such report on an annual, semi-annual and quarterly basis to the Financial Services Commission of Korea, or the FSC, and the KRX ~~Stock~~KOSPI Market.

Our audit committee is composed of three independent non-executive directors: Dal Sup Shim, Hyun Chin Lim and Jae Ho Cho, each of whom must be financially literate and independent under the rules of the New York Stock Exchange as applicable. The board of directors has determined that Jae Ho Cho is an “audit committee financial expert” as defined under the applicable rules of the ~~Securities and Exchange Commission.~~SEC. See “Item 16A. Audit Committee Financial Expert”.

Independent Non-executive Director Nomination Committee

This committee is devoted to recommending independent non-executive directors for the board of directors. The objective of the committee is to help promote fairness and transparency in the nomination of candidates for these positions. The board of directors decides from time to time who will comprise the members of this committee. The committee is comprised of two executive directors and two independent directors.

Capex Review Committee

This committee is responsible for reviewing our business plan (including the budget). It also examines major capital expenditure revisions, and routinely monitors capital expenditure decisions that have already been executed. The committee is comprised of two executive directors and three independent directors.

Compensation Committee

This committee oversees our overall compensation scheme for top-level executives and directors. It is responsible for reviewing both the criteria for and level of compensation. It is comprised of all independent ~~directors.~~directors, Hyun Chin Lim, Dal Sup Shim, Rak Young Uhm, Jay Young Chung and Jae Ho Cho.

Corporate Citizenship Committee

This committee was established to help us achieve world-class sustainable growth and to help us fulfill our corporate social responsibilities. It is comprised of two executive directors and three independent directors.

~~Differences in Corporate Governance Practices~~

Pursuant to the rules of the New York Stock Exchange applicable to foreign private issuers like us that are listed on the New York Stock Exchange, we are required to disclose significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law. The following is a summary of such significant differences.


~~NYSE Corporate Governance Standards~~		~~Our Corporate Governance Practice~~

~~Director Independence~~
~~Listed companies must have a majority of independent directors.~~		~~Of the eight members of our board of directors, five are independent directors.~~

~~Executive Session~~
~~Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors.~~		Our Audit Committee, which is comprised solely of three independent directors, holds meetings whenever there are matters related to management directors, and such meetings are generally held once every month.

~~Nomination/Corporate Governance Committee~~
~~Listed companies must have a nomination/corporate governance committee composed entirely of independent directors.~~		~~Although we do not have a separate nomination/ corporate governance committee, we maintain an Independent Director Recommendation Committee composed of independent directors and management directors.~~

~~Audit Committee~~
~~Listed companies must have an audit committee that satisfies the requirements ofRule 10A-3~~ ~~under the Exchange Act.~~		~~We maintain an Audit Committee comprised solely of three independent directors.~~

~~Audit Committee Additional Requirements~~
~~Listed companies must have an audit committee that is composed of more than three directors.~~		~~Our Audit Committee has three independent directors.~~

~~Shareholder Approval of Equity Compensation Plan~~
~~Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.~~		We currently have two equity compensation plans: a stock option plan for officers and directors and employee stock ownership plan for employees (“ESOP”). We manage such compensation plans in compliance with the applicable laws and our articles of association, provided that, under certain limited circumstances, the grant of stock options or matters relating to ESOP are not subject to shareholders’ approval under Korean law.


~~NYSE Corporate Governance Standards~~		~~Our Corporate Governance Practice~~

~~Corporate Governance Guidelines~~
~~Listed companies must adopt and disclose corporate governance guidelines.~~		Although we do not maintain separate corporate governance guidelines, we are in compliance with the Korean Commercial Code in connection with such matters, including the governance of the board of directors.

~~Code of Business Conduct and Ethics~~
~~Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers.~~		~~We have adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees, and such code is also available on our website at~~~~www.sktelecom.com.~~


*Item 6.D.*	*Employees*

The following table sets forth the numbers of our regular employees, temporary employees and total employees as of the dates indicated:

Regular
Temporary

Employees Employees Total

December 31, 2005 5,727 919 6,646
December 31, 2006 6,178 1,498 7,676
December 31, 2007 7,524 1,961 9,485
~~The following table sets forth numbers of our regular employees and temporary employees by categories of activity as of December 31, 2007:~~

Marketing Production Research Support New Business Total

Regular Employees 2,105 2,842 470 1,225 882 7,524
Temporary Employees 888 662 24 279 108 1,961

Total 2,993 3,504 494 1,504 990 9,485

Regular
Temporary

Employees Employees Total

December 31, 2006 6,178 1,498 7,676
December 31, 2007 7,524 1,961 9,485
December 31, 2008 8,964 1,662 10,626

Labor Relations

As of December 31, ~~2007,~~2008, we had a company union comprised of ~~7,524~~8,964 regular employees. We have never experienced a work stoppage of a serious nature. Every two years, the union and management negotiate and enter into a new collective bargaining agreement that has a two-year duration, which is focused on employee benefits and welfare, except for employee wages, which are separately negotiated on an annual basis. Our wage negotiations completed in ~~September 2006 resulted in an average wage rate increase of 2.0% for 2006 from 2005. Our wage negotiations completed in~~ December 2007 resulted in an average wage increase of 3.5% for 2007 from 2006. ~~We expect to begin~~Our wage negotiations ~~with the union for the new collective bargaining agreement~~completed in ~~respect~~November 2008 resulted in an average wage increase of ~~wages~~2% for 2008 from 2007. Our wage negotiations completed in ~~September 2008.~~June 2009 resulted in a wage freeze for 2009. We consider our relations with our employees to be good.

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Employee Stock Ownership Association and Other Benefits

Since April 1999, we have been required to contribute an amount equal to 4.5% of employee wages toward a national pension plan. Employees are eligible to participate in an employee stock ownership association. We are not required to, and we do not, make any contributions to the employee stock ownership association, although through the Employee Welfare Fund we subsidize the employee stock ownership association by providing low interest rate loans to employees desiring to purchase our stock through the plan in the case of a capitalization by the association. On December 26, 2007 and January 23, 2008, we loaned Won 31.0 billion and Won 29.7 billion, respectively, to our employee stock ownership association to help fund the employee stock ownership association’s acquisition of our treasury shares. Such loans will be repaid over a period of five years, beginning on the second anniversary of each loan date. As of March 31, ~~2008,~~2009, the employee stock ownership association owned approximately ~~0.64%~~0.6% of our issued common stock.

We are required to pay a severance amount to eligible employees who voluntarily or involuntarily cease working for us, including through retirement. This severance amount is based upon the employee’s length of service with us and the employee’s salary level at the time of severance. As of December 31, ~~2007,~~2008, the accrued and unpaid retirement and severance benefits of Won ~~90.3~~122.4 billion for all of our employees are reflected in our consolidated financial statements as a liability, of which a total of Won ~~46.0~~68.6 billion was funded. Under Korean laws and regulations, we are prevented from involuntarily terminating a full-time employee except under certain limited circumstances. In September 2002, we entered into an employment stabilization agreement with the union. Among other things, this agreement provides for a one-year guarantee of the same wage level in the event that we reorganize a department into a separate entity or we outsource an employee to a separate entity where the wage is lower.

Under the Korean Intra-Company Labor Welfare Fund Law, we may also contribute up to 5% of our annual earnings before tax for employee welfare. Contribution amounts are determined annually following negotiation with the union. The contribution amount for 2006, which was decided in December 2006, was set at 2.1% of our annual earnings before tax, or Won 42.0 billion. The contribution amount for 2007, which was decided in December 2007, was set at 0.9% of our earnings before tax, or Won ~~21.0~~20.0 billion. The contribution amount for 2008, which was decided in December 2008, was set at 2.6% of our earnings before tax, or Won 40 billion. The contribution amount for 2009 has not yet been determined.

Effective March 31, 2006, we implemented certain changes to our severance payment policy in respect of employees who had joined our company on or before December 31, 2002. As a result of such policy change, we required applicable employees to receive and settle all severance benefits accrued as of March 31, 2006. These accrued severance payments were made in April 2006. As compensation for the mandatory early settlement of their accrued severance benefits, we also paid such employees additional special bonuses of Won 125.9 billion in aggregate amount. We recorded the special bonus payments as special severance indemnities in other expenses for the year ended December 31, 2006. In 2006, we also sponsored a voluntary early retirement plan with respect to certain eligible employees. These early retirees were also paid special bonuses of Won 18.1 billion in the aggregate, which amount was also reflected in special severance indemnities in other expenses for the year ended December 31, 2006. We may, in the future, again sponsor early retirement plans, in part, to improve operational efficiencies.

In addition, we provide our employees with miscellaneous other fringe benefits including housing loans, free medical examinations, subsidizedon-site child care facilities and sabbatical programs for long-term employees.


*Item 6.E.*	*Share Ownership*

The following table sets forth the share ownership by our standing and non-standing directors as of ~~March 31, 2008:~~February 28, 2009:

Percentage

Number of

of Total

Special

Number of

of Total

Special

Shares

Voting

Shares

Voting

Name

Position

Owned

Outstanding

Rights

Options

Position

Owned

Outstanding

Rights

Options

Standing Directors:

Shin Bae Kim

President, Chief Executive Officer and Representative Director

1,270

None

Man Won Jung

President, Chief Executive Officer and Representative Director

100

None

Sung Min Ha

Head of Mobile Network Operations Business

738

None

Head of Mobile Network Operations Business

738

None

Non-Standing Directors:

Jae Won Chey

Independent Non-executive Director

None

Hyun Chin Lim

Independent Non-executive Director

None

Independent Non-executive Director

None

Dal Sup Shim

Independent Non-executive Director

None

Independent Non-executive Director

None

Rak Young Uhm

Independent Non-executive Director

None

Independent Non-executive Director

None

Jay Young Chung

Independent Non-executive Director

None

Independent Non-executive Director

None

Jae Ho Cho

Independent Non-executive Director

None

Independent Non-executive Director

None


Item 7.	*MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS*


*Item 7.A.*	*Major Shareholders*

As of December 31, ~~2007,~~2008, approximately ~~54.2%~~57.4% of our issued shares were held in Korea by approximately 23,000 shareholders. The following table sets forth certain information as of the close of our shareholders’ registry on December 31, ~~2007~~2008 with respect to any person known to us to be the beneficial owner of more than 5.0% of the shares of our common stock and with respect to the total amount of such shares owned by our employees and our officers and directors, as a group:


			Percentage				Percentage						Percentage			Percentage
	Number of		Total Shares				Total Shares				Number of		Total Shares			Total Shares
Shareholder/Category	Shares		Issued				Outstanding				Shares		Issued			Outstanding

Domestic Shareholders
SK Group⁽¹⁾		18,748,452		23	.09	%		25	.83	%
POSCO		2,341,569		2	.88			3	.23
Employees⁽²⁾		311,259		0	.38			0	.43
Treasury shares⁽²⁾⁽³⁾		8,609,034		10	.60			N/A
SK Holdings												18,748,452		23.09	%		25.85	%
Employees(1)												484,105		0.60			0.67
Treasury shares(1)(2)												8,707,696		10.73			N/A
Officers and Directors		2,758		0	*			0	*			10,707		0*			0*
Other Domestic Shareholders		14,012,339		17	.27			19	.30			16,331,922		20.11			19.30
Foreign Shareholders		37,168,300		45	.78			51	.21			34,607,448		42.62			47.72

Total Issued Shares		81,193,711		100	.00	%		100	.00	%		81,193,711		100.00	%		100.00	%


*		Less than 0.00%.

(1)		~~The SK Group’s ownership interest consists of the following as of December 31, 2007:~~

Percentage
Percentage

Number of
Total Shares
Total Shares

SK Group Member^(a)
Shares Issued Outstanding

SK Holdings^(b)
17,663,127 21 .75 % 24 .33 %
SK Networks^(b)
1,085,325 1 .34 1 .50

18,748,452 23 .09 % 25 .83 %

~~(a)~~ ~~The SK Group is a group of affiliated entities. As of December 31, 2007, the ownership interests among the SK Group included, among others:~~
• ~~SK Holdings owned: 21.75% of SK Telecom, 31.18% of SK Energy, 40.47% of SK Networks, 42.50% of SKC and 72.13% of SK Shipping Co., Ltd.~~
• ~~SK Networks owned 1.34% of SK Telecom, 17.71% of SK Shipping, 0.02% of SK Engineering & Construction Co., Ltd., and 22.71% of SK Securities Co., Ltd.~~
• ~~SK Chemicals owned 58.03% of SK Engineering and Construction.~~
• ~~SKC owned 10.06% of SK Shipping and 12.41% of SK Securities.~~
• ~~SK C&C owned 25.42% of SK Holdings.~~
• ~~We owned 30.00% of SK C&C.~~
~~(b)~~ On February 25, 2008, SK Holdings purchased 1,085,325 of our common shares from SK Networks, increasing SK Holdings’ equity interest in us to 23.09% and decreasing SK Network’s equity interest in us to zero.
~~(2)~~ Represents shares owned by our employee stock ownership association. See “Item 6.D. Employees”. In January 2008, we sold an additional 208,326 of our treasury shares to our employee stock ownership association, increasing the number of shares held by the employee stock ownership association to 519,585 and reducing the number of shares held by us in treasury to 8,400,708.

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~~(3)~~(2)		Treasury shares do not have any voting rights; includes ~~1,277,164~~1,324,744 treasury shares that were deposited with Korea Securities Depository to be reserved and used to satisfy the conversion rights of the holders of US$229.2 million in zero coupon convertible notes that were sold in May 2004.

The following table sets forth significant changes in the percentage ownership held by our major shareholders during the past three years:

As of December 31,
Shareholder
2005 2006 2007
(As a percentage of

total issued shares)⁽¹⁾

SK Group 22 .79 % 23 .09 % 23 .09 %
SK Holdings⁽²⁾
21 .47 21 .75 21 .75
SK Networks⁽²⁾
1 .32 1 .34 1 .34
POSCO⁽³⁾
3 .64 2 .88 2 .88

As of December 31,
Shareholder
2006 2007 2008
(As a percentage of total issued shares)(1)

SK Group(2) 22 .79 % 23 .09 % 23 .09 %
SK Holdings 21 .47 21 .75 23 .09
SK Networks 1 .32 1 .34 0
POSCO(3) 3 .64 2 .88 2 .88

(1) Includes ~~8,662,415,~~ 8,526,252, 8,609,034 and ~~8,609,034~~8,707,696 shares held in treasury as of December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively.

(2) ~~On February 25, 2008,~~SK Group’s ownership interest as of December 31, 2006 and December 31, 2007 consisted of the ownership interests of SK Holdings ~~purchased 1,085,325~~and SK Networks. SK Group’s ownership interest as of ~~our common shares from~~December 31, 2008 consisted of the ownership interest of SK ~~Networks, increasing SK Holdings’ equity interest in us to 23.09% and decreasing SK Network’s equity interest in us to zero.~~Holdings only.

(3) POSCO acquired these shares in connection with our acquisition of a 27.7% equity interest in Shinsegi.

Except as described above, other than companies in the SK Group and POSCO, no other persons or entities known by us to be acting in concert, directly or indirectly, jointly or severally, own in excess of 5.0% of our total shares outstanding or exercise control or could exercise control over our business.

On July 1, 2007, the company formerly known as SK Corporation underwent a corporate ~~reorganization,~~rehabilitation, pursuant to which SK Corporation spun off substantially all of its operating business divisions into a newly established corporation named SK Energy Co., Ltd. The surviving company currently operates as a holding company, renamed SK Holdings Co., Ltd. Ownership of all our shares held by SK Corporation immediately preceding the ~~reorganization~~rehabilitation passed to SK Holdings as of July 1, 2007.

As of March 31, ~~2008,~~2009, SK Holdings held ~~23.09%~~23.22% of our shares of common stock. For a description of our foreign ownership limitation, see “Item 3.D. Risk Factors — If SK Holdings causes us to breach the foreign ownership limitations on shares of our common stock, we may experience a change of control” and “Item 4.B.
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Business Overview — Law and Regulation — Foreign Ownership and Investment Restrictions and Requirements”. In the event that SK Holdings announces plans of a sale of our shares, we expect to be able to discuss the details of such sale with them in advance and will endeavor to minimize any adverse effects on our share prices as a result of such sale.

There is currently a 49% limit on the aggregate foreign ownership of our issued shares. As of March 31, ~~2008,~~2009, SK Holdings owned 18,748,452 shares of our common stock, or approximately ~~23.09%~~23.22%, of our issued shares. As of March 31, ~~2008,~~2009, a foreign investment fund and its related parties collectively held a ~~4.81%~~2.11% stake in SK Holdings. Under ~~an amendment to~~ the Telecommunications Business Act, ~~which became effective on May 9, 2004,~~ a Korean entity, such as SK Holdings, is deemed to be a foreign entity if its largest shareholder (determined by aggregating the shareholdings of such shareholder and its related parties) is a foreigner and such shareholder (together with the shareholdings of its related parties) holds 15% or more of the outstanding voting stock of the Korean entity. Thus, ~~effective from May 9, 2004,~~ if the foreign investment fund and its related parties increased their shareholdings in SK Holdings to 15% or more and such foreign investment fund and its related parties collectively constituted the largest shareholder of SK Holdings, SK Holdings would have been considered a foreign shareholder, and its shareholding in us would have been included in the calculation of our aggregate foreign shareholding.

If SK Holdings’ shareholding in us were included in the calculation of our aggregate foreign shareholding, then our aggregate foreign shareholding, assuming foreign ownership level as of March 31, ~~2008~~2009 (which we believe was ~~48.19%~~45.95%), would have reached ~~71.28%~~69.17%, exceeding the 49% ceiling on foreign shareholding. If our aggregate foreign

shareholding limit is exceeded, the ~~MIC~~KCC may issue a corrective order to us, the breaching shareholder (including SK Holdings if the breach is caused by an increase in foreign ownership of SK Holdings) and any foreign investment fund and its related parties who may own in the aggregate 15% or more of SK Holdings. Furthermore, SK Holdings may not exercise its voting rights with respect to the shares held in excess of the 49% ceiling, which may result in a change in control of us. In addition, the ~~MIC~~KCC may refuse to grant us licenses or permits necessary for entering into new telecommunications businesses until our aggregate foreign shareholding is reduced to below 49%.

If a corrective order is issued to us by the ~~MIC~~KCC arising from the violation of the foregoing foreign ownership limit, and we do not comply within the prescribed period under such corrective order, the ~~MIC~~KCC may


	•	revoke our business license;

	•	suspend all or part of our business; or

	•	if the suspension of business is deemed to result in significant inconvenience to our customers or to be detrimental to the public interest, impose a one-time administrative penalty of up to 3% of the average of our annual revenue for the preceding three fiscal years.

The ~~amendment to the~~ Telecommunications Business Act ~~in May 2004~~ also authorizes the ~~MIC~~KCC to assess monetary penalties of up to 0.3% of the purchase price of the shares for each day the corrective order is not complied with, as well as a prison term of up to one year and a penalty of Won 50 million. See “Item 3.D. Risk Factors — If SK Holdings causes us to breach the foreign ownership limitations on shares of our common stock, we may experience a change of control” and “Item 4.B. Business Overview — Law and Regulation — Foreign Ownership and Investment Restrictions and Requirements”.

As of May 31, ~~2008,~~2009, the total number of shares of our common stock outstanding was ~~72,793,003.~~72,345,003.

Other than as disclosed herein, there are no other arrangements, to the best of our knowledge, which would result in a material change in the control of us. Our major shareholders do not have different voting rights.


*Item 7.B.*	*Related Party Transactions*

SK Networks

If SK Networks is required to sell off its leased line business, this may result in a disruption of the service provided to us. However, we currently believe that it is not likely that its creditors will require SK Networks to sell this business unit. As of December 31, ~~2007,~~2008, KT Corporation and SK Networks provided a substantial majority of

our leased lines. For a more detailed discussion of the lines we lease from fixed-line operators, see “Item 4.B. Business Overview — Digital Cellular Network — Network Infrastructure”. In May 2009, we entered into an agreement with SK Networks to purchase its leased line business for Won 892.85 billion. The purchase remains subject to regulatory approvals and approval by shareholders of SK Networks. In addition, we will also assume Won 627.8 billion of debt as part of the transaction.

As of December 31, ~~2007,~~2008, we had Won ~~2.2~~1.1 billion of accounts receivables from SK Network. As of the same date, we had Won ~~71.3~~71.8 billion of accounts payable to SK Networks, mainly consisting of leased line charges and commissions to dealers owned by SK Networks. For more information on SK Networks, see “Item 3.D. Risk Factors — Financial difficulties and charges of financial statement irregularities at our affiliate, SK Networks (formerly SK Global), may cause disruption in our business”.

Other Related Parties

We are party to several contracts with SK Engineering and Construction related to the construction of our new headquarters. The construction of our new headquarters was completed at the end of 2004. The total paid to SK Engineering & Construction, for the demolition of buildings on the site on which our new headquarters was constructed and the construction of our new headquarters was Won 209 billion.

On July 22, 2003, we acquired 2,481,310 shares of POSCO common stock held by SK Holdings at a price of Won 134,000 per share in accordance with a resolution of our board of directors dated July 22, 2003. We decided to purchase the shares for strategic reasons in order to address overhang concerns arising from POSCO’s ownership of our shares. As of December 31, ~~2007,~~2008, POSCO owned ~~2.9%~~2.88% of our shares.

We are party to an agreement with SK C&C pursuant to which SK C&C provides us with information technology services. This agreement will expire on December 31, 2009 but may be terminated by us at any time without cause on six months’ prior notice. The agreement provides that the parties will agree annually on the specific services to be provided and the monthly fees to be paid by us. We also enter into agreements with SK C&C from time to time for specific information technology-related projects. The aggregate fees we paid to SK C&C for information technology services amounted to Won ~~321.3 billion for 2005, Won~~ 287.6 billion in 2006, ~~and~~ Won 251.4 billion in ~~2007.~~2007 and Won 273.3 billion in 2008. We also purchase various information technology-related equipment from SK C&C

from time to time. The total amount of such purchases was Won ~~246.6 billion for 2005, and Won~~ 215.8 billion for 2006, ~~and~~ Won 205.7 billion for ~~2007.~~2007 and Won 232.2 billion for 2008.

We are part of the SK Group of affiliated companies. See “Item 7.A. Major Shareholders” As disclosed in note 2524 of the notes to our consolidated financial statements, we had related party transactions with a number of affiliated companies of the SK Group during the year ended December 31, ~~2007.~~

In September 1994, we provided DSS Mobile Communications, Ltd., a guarantee of a loan from Sumitomo Bank in the amount of US$18,118,863. We paid the loan obligation of DSS Mobile Communications, Ltd. to Sumitomo Bank in 2001 and have a claim against DSS Mobile Communications, Ltd. for such payment.2008.

All other loans were made in the ordinary course of business, on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and did not involve more than the normal risks of non-collection or present other unfavorable features.

In October 2005, we invested Won 25.6 billion to acquire an additional 5,122,266 shares of common stock of TU Media to increase our equity interest to 29.6%. In February 2007, we purchased 4,615,798 new shares of TU Media for Won 32.4 billion, increasing our equity interest from 29.6% as of December 31, 2006 to 32.7%. Following this equity investment, TU Media became our consolidated subsidiary. In March 2008, we made an additional Won 55.0 billion capital contribution to TU Media, increasing our equity interest to 44.2%. We are currently TU Media’s largest shareholder.

We have been providing CDMA cellular service in Vietnam since 2003 through our overseas subsidiary, SKT Vietnam PTE Ltd. In November 2005, our board of directors approved an additional US$280 million investment to expand our network coverage to all Vietnam. In January 2006, we invested US$100 million in this expansion project through the acquisition of 100 million additional shares of SKT Vietnam PTE’s unissued common stock for such amount.

In March 2005, we invested Won 14.4 billion to purchase 8,000,000 shares, representing a 21.5% equity stake, in iHQ, one of Korea’s largest entertainment companies and the controlling shareholder of YTN Media, Inc.

Following this investment, we ~~become~~became iHQ’s second largest shareholder. In connection with this transaction, we also received a call option to purchase an additional 5,000,000 shares of iHQ, exercisable in the period between March 15, 2006 and April 30, 2006 at the price of Won 3,000 per share, in respect of 3,000,000 shares, and the price of Won 9,176.24 per share, in respect of 2,000,0000 shares. We exercised our call option in April 2006. The share purchase pursuant to our exercise of the call option was consummated in July 2006, when we invested an additional Won 27.4 billion to increase our equity stake in iHQ to 34.1% and ~~become~~became its largest shareholder. As a result of this increase in our equity interest, iHQ became a consolidated subsidiary. In July 2007, we further invested Won 10 billion in iHQ, increasing our equity interest to 37.1%.

In December 2008, we transferred our MelOn business to our consolidated subsidiary, Loen Entertainment Inc., to acquire an additional 6,472,491 shares of its common stock and increase our equity interest to 63.5% from 60.0%.


*Item 7.C.*	*Interests of Experts and Counsel*

Not applicable.


Item 8.	*FINANCIAL INFORMATION*


*Item 8.A.*	*Consolidated Statements and Other Financial Information*

See “Item 18. Financial Statements” and pages F-1 through ~~F-90.~~F-103.

Legal Proceedings

FTC Proceedings

In October 2003, the FTC ordered us, SK Holdings and SK C&C to pay fines of Won 1.0 billion, Won 0.9 billion and Won 0.9 billion, respectively, in connection with loans extended to SK Life. FTC charged that the interest on the loans was below market price. We paid the fine in December 2003. The Seoul High Court, an appellate court, also found in favor of the FTC, but we have filed an appeal at the Supreme Court of Korea, as we believe that the interest on the loans was not below the interest rates customarily charged in the market. In March 2008, the Supreme Court remanded the case to the Seoul High Court, holding that the method the lower court had used to determine that the interest on the loans was below market price was not appropriate and also instructing the lower court to consider certain additional facts of the case. The case is currently pending before the Seoul High Court.

In May 2006, the FTC ordered us to pay a fine of Won 660 million for price collusion with KTF and LGT. The FTC charged that we, along with KTF and LGT, engaged in unfair business practices in 2004 by agreeing to discontinue flat-rate services. KTF and LGT were also fined Won 660 million and Won 462 million, respectively. In December 2006, the FTC fined us Won 330 million in respect of certain allegedly anti-competitive tactics we employed in connection with ~~our~~ MelOn, our digital music portal. We paid such fine in April ~~2007.~~2007 and filed an appeal at

the Seoul High Court, an appellate court, which found in our favor. The case is currently pending before the Supreme Court of Korea.

In January 2009, the FTC fined us Won 1.3 billion for our activities allegedly restricting competition in markets for wireless Internet services. We paid such fine in March 2009. In February 2009, the FTC fined us Won 500 million for our activities allegedly restricting competition in markets for personal digital assistant, or PDA, devices. We paid such fine in April 2009 and filed an appeal at the Seoul High Court where the case is currently pending.

MIC and KCC Proceedings

When the MIC approved the merger of Shinsegi into us in January 2002, the MIC imposed certain conditions on us. The MIC periodically reviews our compliance with the conditions related to our merger with Shinsegi. On May 25, 2004, a policy advisory committee to the MIC announced the results of its review and stated that the committee believed that our market dominance may significantly restrict competition in the telecommunications market and that we have violated the conditions related to our merger with Shinsegi by providing subsidies to handset buyers. In June 2004, the MIC imposed a Won 11.9 billion fine on us and extended the post-merger monitoring period until the end of 2006 pursuant to the policy advisory committee’s recommendation. Such post-merger monitoring period expired on December 31, ~~2006. Although we voluntarily undertook to limit our market share to 52.3% through the end of 2007,~~2006 and we are no longer subject to ~~these~~any market share limitations. We can give no assurance that the MIC will not take action that may have a material adverse effect on our business, operations and financial condition. See “Item 3.D. Risk Factors — Our businesses are subject to extensive Government regulation and any change in Government policy relating to the telecommunications industry could have a material adverse effect on our results of operations, financial condition and ~~financial condition”~~cash flows”.

On March 21, 2005, the MIC ordered us, KTF and LGT to pay fines of Won 1.4 billion, Won 360 million and Won 230 million, respectively, for changing calling plans and adding value-added services to the subscribers without obtaining express consents of such subscribers. We paid such fine in April 2005.

In May 2005 and September 2005, the MIC ordered us to pay fines of Won 23.1 billion and Won 9.3 billion, respectively, with respect to our payment of improper handset subsidies. In May 2005, LGT and KTF were also fined Won 2.7 billion and Won 1.1 billion, respectively, and in September 2005, KTF was fined Won 5.3 billion, in respect of improper subsidy payments. We paid such fines in June 2005 and September 2005, respectively. We were more heavily fined than the other two companies as the FTC found that our efforts to remedy such violations were not sufficient and that our payment of such subsidies was in violation of the conditions related to our merger with Shinsegi in January 2002.

~~In October 2005, the MIC ordered us to pay fines of Won 1.5 billion, alleging that we have denied our competitors equal access to our wireless data network. We paid such fines in November 2005.~~

In November 2005, the MIC ordered us to pay fines of Won 540 million, alleging that our wireless Internet NATE service menu was overly complex. KTF and LGT were also fined Won 140 million and Won 90 million on the same grounds. We paid such fines in December 2005.

In March 2006 and April 2006, the MIC ordered us to pay fines of Won 13.8 billion and Won 7.8 billion, respectively, with respect to our payment of improper handset subsidies. In March 2006 and April 2006, KTF and LGT were also fined Won 3.7 billion and Won 1.5 billion and Won 2.1 billion and Won 700 million, respectively, in respect of improper subsidy payments. We paid Won 13.8 billion in March 2006 and Won 7.8 billion in May 2006.

In May 2006, the MIC ordered us to pay fines of Won 1.1 billion, alleging that we had improperly solicited subscribers to our value-added services. KTF and LGT were also fined Won 290 million and Won 130 million, respectively on the same grounds. We paid such fines in June 2006.

In June 2006 and December 2006, the MIC ordered us to pay fines of Won 42.6 billion and 3.8 billion, respectively, with respect to payments of improper handset subsidies. We paid such fines in July 2006 and January 2007, respectively. KTF, LGT and KT were also fined in June 2006 in the amounts of Won 12.0 billion, Won 15.0 billion, and Won 3.6 billion, respectively and KT was also fined in December 2006 in the amount of Won 1.0 billion.

In April 2007, the MIC imposed fines on us, KTF, LGT and KT of Won 7.5 billion, Won 5.8 billion, Won 4.7 billion and Won 1.6 billion, respectively for allegedly improperly providing handset subsidies. We paid such fines in May 2007.

In September 2007, the MIC imposed fines on us, KTF and KT for violating regulations regarding number portability in the amounts of Won 800 million, Won 200 million and Won 80 million, respectively. We paid such fine in October 2007.

In December 2007, the MIC imposed fines on us, KTF, LGT and KT for improperly continuing to apply discounted youth rates to subscribers who had reached legal majority in the amounts of Won 800 million, Won 200 million, Won 150 million and Won 50 million, respectively. We paid such fine in January 2008.

In January 2008, the MIC ordered us, KTF and LGT to pay fines in the amounts of Won 950 million, Won 250 million and Won 150 million, respectively, alleging we had improperly solicited subscribers to our value-added services. We paid such fine in March 2008.

In February 2008, the MIC ordered us, KTF, LGT and KT to pay fines of Won 600 million, Won 150 million, Won 100 million and Won 50 million, respectively, alleging our authorized dealers had artificially inflated subscriber numbers. We paid such fine in March 2008.

~~Multinet Litigation~~

In October 2002, Korea Multinet Inc. (“Multinet”) filed a lawsuit against the MIC in the Seoul Administrative Court to revoke the MIC’s registration with the International Telecommunication Union for the frequency spectrum necessary for DMB businesses. Multinet had been previously granted the right to use this frequency by the MIC, but their right had been granted on the condition that Multinet would renounce its right to use the frequency upon implementation of a DMB business (to the extent necessary for the operation of our DMB business) and that Multinet would comply with any directive of the MIC to reallocate the frequency. The Seoul Administrative Court ruled in favor of the MIC in December 2002. Multinet filed an appeal with the Seoul High Court, but the Seoul High Court ruled in favor of the MIC in June 2004. Multinet filed a further appeal with the Supreme Court of Korea, but the Supreme Court also ruled in favor of the MIC.

In March 2004, the MIC released a public notice announcing its allotments of frequency for satellite DMB. In accordance with such announcement, we were assigned a frequency and a license to run a DMB business as a network service operator. In June 2004, Multinet filed a lawsuit against the MIC in the Seoul Administrative Court demanding revocation of the public notice. In September 2004, Multinet also filed a lawsuit against the MIC in the Seoul Administrative Court seeking revocation of our assigned satellite DMB frequency to us, as well as revocation of our satellite DMB business license. In July 2005, these two lawsuits were consolidated by the Seoul Administrative Court and are currently pending in the court of first instance.

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In September 2008, the KCC ordered us to pay a fine of Won 600 million alleging that we enrolled subscribers for our T-Ring service without such subscribers’ consent. We paid such fine in September 2008.

~~Hanarotelecom~~SK Broadband Litigation

InSince April ~~and May~~ 2008, ~~more than 3,000~~ customers of SK Broadband (then hanarotelecom incorporated) have filed ~~a lawsuit~~lawsuits against ~~hanarotelecom~~SK Broadband in the Seoul Central District Court, alleging that subscribers’ personal information was leaked due to the company’s poor data protection policies. The plaintiffs also alleged that current and former employees were involved in the sale of subscribers’ personal information, including resident registration identification numbers, telephone numbers and mailing addresses. As of April 23, 2009, the number of plaintiffs was 23,591 and the aggregate amount of damages claimed by such plaintiffs was approximately Won 24.2 billion. The case is currently pending before the Seoul Central District Court. In addition, in April 2008, an investigation against ~~hanarotelecom~~SK Broadband was initiated by the Seoul Central Prosecutor’s Office, the KCC and the Korean Trade Commission. The main subjects of this investigation include the possible improper provision of broadband service by misusing subscribers’ personal information and the violation of standardized customer contracts by ~~hanarotelecom.~~SK Broadband. In connection with its investigation, ~~on June 24, 2008,~~ the KCC suspended ~~hanarotelecom~~SK Broadband from soliciting new subscribers for its broadband Internet services for a period of 40 days from July 1, 2008 and, in addition, imposed an administrative fine of Won ~~180~~178 million on the grounds that ~~hanarotelecom~~SK Broadband had violated the Telecommunication Business Act and standard customer contracts. ~~hanarotelecom has the right to file an administrative appeal within 90 days of this ruling.~~SK Broadband paid such fine in July 2008.

Except as described above, neither we nor any of our subsidiaries are involved in any litigation, arbitration or administrative proceedings relating to claims which may have, or have had during the twelve months preceding the date hereof, a significant effect on our financial position or the financial position of our subsidiaries taken as a whole, and, so far as we are aware, no such litigation, arbitration or administrative proceedings are pending or threatened.

Dividends

Annual dividends, if any, on our outstanding shares must be approved at the annual general meeting of shareholders. This meeting is generally held in March of the following year, and the annual dividend is generally paid shortly after the meeting. Since our shareholders have discretion to declare annual dividends, we cannot give any assurance as to the amount of dividends per share or that any dividends will be declared at all. Interim dividends, if any, can be approved by a resolution of our board of directors. Once declared, dividends must be claimed within five years, after which the right to receive the dividends is ~~extinguished.~~extinguished and reverted to us.

We pay cash dividends to the ADR depositary in Won. Under the terms of the deposit agreement, cash dividends received by the ADR depositary generally are to be converted by the ADR depositary into Dollars and distributed to the holders of the ADSs, less withholding tax, other governmental charges and the ADR depositary’s fees and expenses. The ADR depositary’s designated bank in Korea must approve this conversion and remittance of cash dividends. See “Item 10.B. Memorandum and Articles of Incorporation — Description of American Depositary Shares” and “Item 10.D. Exchange Controls — Korean Foreign Exchange Controls and Securities Regulations” ~~and “Item 10.E. Taxation — Korean Taxation”~~.

The following table sets forth the dividend per share and the aggregate total amount of dividends declared (including any interim dividends), as well as the number of outstanding shares entitled to dividends, with respect to ~~the shareholders of record on December 31 of~~ the years indicated. The dividends set out for each of the years below were paid in the immediately following year.


					Number of
					Shares
			Total Amount of		Entitled to		Dividend		Total Amount		Number of Shares
Year Ended December 31,	Dividend per Share		Dividends		Dividend		per Share		of Dividends		Entitled to Dividend
	(In Won)		(In billions of Won)				(In Won)		(In billions of Won)

2003	W	5,500	W	404.9		73,614,308
2004		10,300		758.2		73,614,296	W	10,300	W	758.2		73,614,296
2005		9,000		662.5		73,614,296		9,000		662.5		73,614,296
2006		8,000		582.4		72,667,459		8,000		582.4		72,667,459
2007		9,400		682.4		72,584,677		9,400		682.4		72,584,677
2008								9,400		682.0		72,524,203

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. The common shares represented by the ADSs have the same dividend rights as other outstanding common shares.

directors at the time of their issuance. If the dividends for common shares exceed the dividends for non-voting shares, the holders of non-voting shares will be entitled to participate in the distribution of such excess amount with the holders of common shares. If the amount available for dividends is less than the aggregate amount of the minimum required dividend, holders of non-voting shares will be entitled to receive such accumulated unpaid dividend from dividends payable in the next fiscal year before holders of common shares. There are no ~~nonvoting~~non-voting shares issued or outstanding.

Under the Korean Commercial Code, we may pay an annual dividend only out of the excess of our net assets, on a non-consolidated basis, over the sum of (1) our stated capital and (2) the total amount of our capital surplus reserve and legal reserve accumulated up to the end of the relevant dividend period. In addition, we may not pay an annual dividend unless we have set aside as a legal reserve an amount equal to at least 10% of the cash portion of the annual dividend or until we have accumulated a legal reserve of not less than one-half of our stated capital. As a KRX ~~Stock~~KOSPI Market-listed company, we are also required under the relevant laws and regulations to set aside in reserve a certain amount each fiscal year until the ratio of our own capital to total assets is at least 30%. We may not use our legal reserve to pay cash dividends but may transfer amounts from our legal reserve to capital stock or use our legal reserve to reduce an accumulated deficit.

In addition, the Korean Commercial Code and our articles of ~~association~~incorporation provide that, in addition to annual dividends, we may pay interim dividends once during each fiscal year. Unlike annual dividends, the decision to pay interim dividends can be made by a resolution of the board of directors and is not subject to shareholder approval. Any interim dividends must be paid in cash to the shareholders of record as of June 30 of the relevant fiscal year. In August ~~2007,~~2008, we distributed such interim dividends at Won 1,000 per share to our shareholders for a total amount of Won ~~72.7~~72.8 billion.

Under the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, the total amount of interim dividends payable in a fiscal year shall not be more than the net assets on the balance sheet of the immediately preceding fiscal year, after deducting (1) a company’s capital in the immediately preceding fiscal year, (2) the aggregate amount of its capital reserves and legal reserves accumulated up to the immediately preceding fiscal year, (3) the amount of earnings for dividend payments confirmed at the general shareholders’ meeting with respect to the immediately preceding fiscal year and (4) the amount of legal reserve that should be set aside for the current fiscal year following the interim dividend payment. Furthermore, the rate of interim dividends for non-voting shares must be the same as that for our common shares.

Our obligation to pay interim dividends expires if no claims to such dividends are made for a period of five years from the payment date.


*Item 8.B.*	*Significant Changes*

Not applicable.


Item 9.	*THE OFFER AND LISTING*


*Item 9.A.*	*Offering and Listing Details*

These matters are described under Item 9.C. below where relevant.


*Item 9.B.*	*Plan of Distribution*

Not applicable.

8785


*Item 9.C.*	*Markets*

The principal trading market for our common stock is the KRX ~~Stock~~KOSPI Market. As of ~~December~~May 31, ~~2007, 72,584,677~~2009, 72,345,003 shares of our common stock were outstanding.

The ADSs are traded on the New York Stock Exchange and the London Stock Exchange. The ADSs have been issued by the ADR depositary and are traded on the New York Stock Exchange under the ticker symbol “SKM”. Each ADS represents one-ninth of one share of common stock. As of ~~December 31, 2007,~~June 1, 2009, ADSs representing ~~24,321,893~~17,942,962 shares of our common stock were outstanding.

Shares of Common Stock

The following table sets forth the high, low and closing prices and the average daily trading volume of the shares of common stock on the KRX ~~Stock~~KOSPI Market since January 1, ~~2003:~~2004:

Average Daily

Trading Volume

(Number of

Calendar Year
High⁽¹⁾ Low⁽¹⁾ Close Shares)
(Won per share)

2003 235,000 142,000 199,000 327,689
First Quarter 235,000 142,000 153,000 497,115
Second Quarter 210,000 157,500 204,000 298,346
Third Quarter 216,000 183,000 184,000 267,821
Fourth Quarter 212,500 185,000 199,000 247,332
2004 238,500 154,500 197,000 179,712
First Quarter 238,500 207,500 214,500 243,681
Second Quarter 213,000 179,000 190,000 188,095
Third Quarter 186,000 154,500 175,500 137,559
Fourth Quarter 205,000 174,500 197,000 151,903
2005 216,500 163,500 181,000 187,053
First Quarter 200,500 171,000 171,000 203,869
Second Quarter 192,500 163,500 182,000 137,021
Third Quarter 216,500 178,500 202,500 156,019
Fourth Quarter 209,500 181,000 181,000 249,550
2006 235,000 177,000 222,500 190,565
First Quarter 203,500 177,000 192,500 177,491
Second Quarter 235,000 190,000 204,000 216,607
Third Quarter 204,500 181,000 201,500 204,167
Fourth Quarter 233,000 195,000 222,500 163,534
2007 274,000 188,500 249,000 244,792
First Quarter 223,000 190,500 191,500 204,343
Second Quarter 215,000 188,500 213,000 223,604
Third Quarter 221,000 192,000 210,000 206,051
Fourth Quarter 274,000 204,500 249,000 343,354

88


							Average Daily
							Trading Volume
							(Number of		Prices						Average
Calendar Year	High⁽¹⁾		Low⁽¹⁾		Close		Shares)		High(1)		Low(1)		Close		Daily Trading Volume
	(Won per share)								(Won per shares)						(Number of shares)

2008 (through June 27)		232,000		178,500		191,000		295,204
2004										238,500		154,500		197,000		179,712
First Quarter										238,500		207,500		214,500		245,576
Second Quarter										213,000		179,000		190,000		188,095
Third Quarter										186,000		154,500		175,500		137,559
Fourth Quarter										205,000		174,500		197,000		151,903
2005										216,500		163,500		181,000		186,239
First Quarter										200,500		171,000		171,000		202,857
Second Quarter										192,500		163,500		182,000		137,021
Third Quarter										216,500		178,500		202,500		156,019
Fourth Quarter										209,500		181,000		181,000		249,550
2006										235,000		177,000		222,500		190,565
First Quarter										203,500		177,000		192,500		177,491
Second Quarter										235,000		190,000		204,000		216,607
Third Quarter										204,500		181,000		201,500		204,167
Fourth Quarter										233,000		195,000		222,500		163,534
2007										274,000		188,500		249,000		244,056
First Quarter										223,000		190,500		191,500		206,155
Second Quarter										215,000		188,500		213,000		220,091
Third Quarter										221,000		192,000		210,000		198,816
Fourth Quarter										274,000		204,500		249,000		349,701
2008										232,000		178,000		209,000		322,706
First Quarter										232,000		178,500		186,500		330,196
Second Quarter										212,000		180,000		190,500		265,973
Third Quarter										210,500		178,000		205,500		317,506
Fourth Quarter										227,500		187,500		209,000		374,768
2009 (through June 24)										218,000		170,500		173,000		378,180
First Quarter		232,000		178,500		186,500		328,984		218,000		181,500		192,000		341,322
January		232,000		202,000		213,000		313,864		218,000		204,000		207,500		365,646
February		208,000		189,000		192,500		416,408		204,000		187,500		187,500		326,534
March		189,000		178,500		186,500		269,289		195,000		181,500		192,000		333,758
Second Quarter (through June 27)		212,000		180,000		191,000		266,310
Second Quarter (through June 24)										192,500		170,500		173,000		416,287
April		203,000		182,000		203,000		335,664		192,500		183,000		183,500		405,964
May		212,000		201,500		203,500		206,251		183,500		176,000		176,000		439,608
June (through June 27)		201,500		180,000		191,000		242,817
June (through June 24)										182,000		170,500		173,000		404,289

Source: ~~KRX~~Korea Exchange


(1)		Both high and low prices are based on the daily closing prices for the period.

American Depositary Shares

The following table sets forth the high, low and closing prices and the average daily trading volume of the ADSs on the New York Stock Exchange since January 1, ~~2003:~~2004:

Prices⁽¹⁾
Average Daily

Trading Volume

(Number of

Calendar Year
High⁽¹⁾ Low⁽¹⁾ Close Shares)
(US$ per ADS) (Number of ADSs)

2003 21 .85 12 .83 18 .65 743,316
First Quarter 21 .85 12 .83 13 .62 971,259
Second Quarter 19 .40 14 .07 18 .86 723,959
Third Quarter 20 .83 17 .71 17 .84 724,406
Fourth Quarter 19 .90 17 .46 18 .65 564,023
2004 25 .01 17 .28 22 .25 911,823
First Quarter 25 .01 19 .43 21 .30 1,331,177
Second Quarter 21 .83 19 .15 20 .99 832,175
Third Quarter 20 .76 17 .28 19 .45 768,117
Fourth Quarter 23 .10 19 .30 22 .25 727,683
2005 23 .14 18 .96 20 .29 882,342
First Quarter 22 .19 19 .41 19 .72 798,390
Second Quarter 21 .84 18 .96 20 .40 618,870
Third Quarter 23 .14 20 .06 21 .84 1,071,227
Fourth Quarter 21 .95 19 .74 20 .29 1,039,398
2006 27 .70 20 .62 26 .48 866,527
First Quarter 24 .56 20 .62 23 .59 952,819
Second Quarter 27 .70 22 .54 23 .42 1,045,503
Third Quarter 24 .16 21 .14 23 .63 789,033
Fourth Quarter 27 .42 22 .89 26 .48 680,124
89


	Prices⁽¹⁾
										Average Daily
										Trading Volume
										(Number of		Prices						Average
Calendar Year	High⁽¹⁾			Low⁽¹⁾			Close			Shares)		High(1)		Low(1)		Close		Daily Trading Volume
	(US$ per ADS)									(Number of ADSs)		(US$ per ADS)						(Number of ADSs)

2004													25.01		17.28		22.25		915,441
First Quarter													25.01		19.43		21.30		1,331,177
Second Quarter													21.83		19.15		20.99		845,597
Third Quarter													20.76		17.28		19.45		768,117
Fourth Quarter													23.10		19.30		22.25		727,683
2005													23.14		18.96		20.29		882,342
First Quarter													22.19		19.41		19.72		798,390
Second Quarter													21.84		18.96		20.40		618,870
Third Quarter													23.14		20.06		21.84		1,071,227
Fourth Quarter													21.95		19.74		20.29		1,039,398
2006													27.70		20.62		26.48		866,527
First Quarter													24.56		20.62		23.59		952,819
Second Quarter													27.70		22.54		23.42		1,045,503
Third Quarter													24.16		21.14		23.63		789,033
Fourth Quarter													27.42		22.89		26.48		680,124
2007		33	.33		22	.46		29	.84		1,379,370		33.33		22.46		29.84		1,379,370
First Quarter		26	.41		22	.46		23	.42		1,046,780		26.41		22.46		23.42		1,046,780
Second Quarter		28	.02		23	.41		27	.35		1,498,295		28.02		23.41		27.35		1,498,295
Third Quarter		30	.30		26	.15		29	.70		1,498,032		30.30		26.15		29.70		1,498,032
Fourth Quarter		33	.33		29	.00		29	.84		1,462,495		33.33		29.00		29.84		1,462,495
2008 (through June 26)		27	.96		19	.90		20	.86		1,556,413
2008													27.96		14.63		18.18		1,762,329
First Quarter													27.96		19.90		21.61		1,992,134
Second Quarter													23.47		20.67		20.77		1,106,308
Third Quarter													22.29		18.68		18.82		1,663,854
Fourth Quarter													19.51		14.63		18.18		2,297,794
2009 (through June 23)													18.35		12.69		15.06		1,206,829
First Quarter		27	.96		19	.90		21	.61		1,992,134		18.35		12.69		15.45		1,244,030
January		27	.96		23	.63		24	.84		2,163,864		18.35		16.35		16.35		1,113,119
February		24	.50		22	.40		22	.40		2,097,431		16.56		13.39		13.39		984,754
March		22	.17		19	.90		21	.61		1,697,047		16.25		12.69		15.45		1,586,959
Second Quarter (through June 26)		23	.47		20	.72		20	.86		1,127,499
Second Quarter (through June 23)													16.53		15.00		15.06		1,167,759
April		22	.60		21	.47		22	.57		1,327,796		16.42		15.00		15.67		1,153,857
May		23	.47		22	.13		22	.72		1,074,084		16.53		15.38		15.73		1,227,860
June (through June 26)		22	.24		20	.72		20	.86		923,479
June (through June 23)													15.86		15.02		15.06		1,114,224

Source: New York Stock Exchange


(1)		Both high and low prices are based on the daily closing prices for the period.

The Korean Securities Market

The Korea Exchange Inc.

With the enactment of the Korea Stock and Futures Exchange Act, which came into effect on January 27, 2005, the three existing spot and futures exchanges (which were the Korea Stock Exchange, Korean Futures Exchange, and KOSDAQ) and KOSDAQ Committee, asub-organization of Korea Securities Dealers Association, were merged and integrated into the Korea Exchange Inc. (the ~~“KRX”~~“Korea Exchange”) as a joint stock company. There are three different markets run by the ~~KRX:~~Korea Exchange: the KRX ~~Stock~~KOSPI Market, the KRX KOSDAQ Market (the “KRX KOSDAQ Market”), and the ~~Futures~~KRX Derivatives Market (the “KRX ~~Futures~~Derivatives Market”). The ~~KRX~~Korea Exchange has two trading floors located in Seoul, one for the KRX ~~Stock~~KOSPI Market and one for the KRX KOSDAQ Market, and one trading floor in Busan for the KRX ~~Futures~~Derivatives Market. The Korea Exchange is a limited liability company, the shares of which are held by (i) securities companies and futures companies that were formerly members of the Korea Stock Exchange or the Korea Futures Exchange, (ii) the Small Business Corporation, (iii) the Korea Securities Finance Corporation and (iv) the Korea Securities Dealers Association. Currently, the ~~KRX~~Korea Exchange is the only stock exchange in Korea and is run by membership, having most of Korean securities companies and some Korean branches of foreign securities companies as its members.

As of June ~~26, 2008,~~19, 2009, the aggregate market value of equity securities listed on the KRX ~~Stock~~KOSPI Market was approximately ~~872.2~~Won 719.5 trillion. For the year ended December 31, ~~2007,~~2008, the average daily trading volume of equity securities was approximately ~~363.7~~355.2 million shares with an average transaction value of Won ~~5,539.7~~5,189.6 billion. For the period from January 1, ~~2008~~2009 through June ~~26, 2008~~19, 2009 the average trading volume of equity securities was approximately ~~302.4~~568.9 million shares with an average transaction value of Won ~~5,258.1~~5,915.2 billion.

The ~~KRX~~Korea Exchange has the power in some circumstances to suspend trading in the shares of a given company or to de-list a security. The ~~KRX~~Korea Exchange also restricts share price movements. All listed companies are required to file accounting reports annually, semi-annually and quarterly and to release immediately all information that may affect trading in a security.

The Government has in the past exerted, and continues to exert, substantial influence over many aspects of the private sector business community that can have the intention or effect of depressing or boosting the market. In the

past, the Government has informally both encouraged and restricted the declaration and payment of dividends, induced mergers to reduce what it considers excess capacity in a particular industry and induced private companies to offer publicly their securities.

The ~~KRX~~Korea Exchange publishes the Korea Composite Stock Price Index, or KOSPI, every ten seconds, which is an index of all equity securities listed on the KRX ~~Stock~~KOSPI Market. On January 1, 1983, the method of computing KOSPI was changed from the Dow Jones method to the aggregate value method. In the new method, the market capitalizations of all listed companies are aggregated, subject to certain adjustments, and this aggregate is expressed as a percentage of the aggregate market capitalization of all listed companies as of the base date, January 4, 1980.

Movements in KOSPI are set out in the following table together with the associated dividend yields and price to earnings ratios:


~~(3)~~		Starting in April 2000, dividend yield and price earnings ratio of KOSPI 200, an index of 200 equity securities listed on the KRX Stock Market. Starting in April 2000, excludes classified companies, companies that did not submit annual reports to the KRX, and companies which received disqualified opinion from external auditors.

KOSPI closed at 1,363.79 on June 24, 2009.

Shares are quoted “ex-dividend” on the first trading day of the relevant company’s accounting period. Since the calendar year is the accounting period for the majority of listed companies, this may account for the drop in KOSPI between its closing level at the end of one calendar year and its opening level at the beginning of the following calendar year.

With certain exceptions, principally to take account of a share being quoted “ex-dividend” and “ex-rights”, permitted upward and downward movements in share prices of any category of shares on any day are limited under the rules of the ~~KRX~~Korea Exchange to 15.0% of the previous day’s closing price of the shares, rounded down as set out below:

As a consequence, if a particular closing price is the same as the price set by the fluctuation limit, the closing price may not reflect the price at which persons would have been prepared, or would be prepared to continue, if so permitted, to buy and sell shares. Orders are executed on an auction system with priority rules to deal with competing bids and offers.

Due to a recent deregulation of restrictions on brokerage commission rates, the brokerage commission rate on equity securities transactions may be determined by the parties, subject to commission schedules being filed with the ~~KRX~~Korea Exchange by the securities companies. In addition, a securities transaction tax of 0.15% of the sales price will generally be imposed on the transfer of shares or certain securities representing rights to subscribe for shares. A special agricultural and fishery tax of 0.15% of the sales prices will also be imposed on transfer of these shares and securities on the KRX ~~Stock~~KOSPI Market. See “Item 10.E. Taxation — Korean Taxation”.

The following table sets forth the number of companies listed on the KRX ~~Stock~~KOSPI Market, the corresponding total market capitalization and the average daily trading volume at the end of the periods indicated:


	Market Capitalization on the												Market Capitalization on the
	Last Day of Each Period						Average Trading Volume & Value						Last Day of Each Period
	Number of												Number of						Average Daily Trading Volume, Value
	Listed		(Millions		(Thousands of		Thousands of		(Millions		(Thousands of		Listed		(Billions of		(Millions of		Thousands		(Millions of		(Thousands
Year	Companies		of Won)		Dollars)⁽¹⁾		Shares		of Won)		Dollars)⁽¹⁾		Companies		Won)		US$)(1)		of Shares		Won)		of US$)(1)

1980		352	W	2,526,553	US$	3,828,691		5,654	W	3,897	US$	5,905
1981		343		2,959,057		4,224,207		10,565		8,708		12,433		343	W	2,959	US$	4,223		10,565	W	8,708	US$	12,427
1982		334		3,000,494		4,407,711		9,704		6,667		8,904		334		3,001		4,012		9,704		6,667		8,914
1983		328		3,489,654		4,386,743		9,325		5,941		7,468		328		3,490		4,361		9,325		5,941		7,425
1984		336		5,148,460		6,222,456		14,847		10,642		12,862		336		5,149		6,207		14,847		10,642		12,829
1985		342		6,570,404		7,380,818		18,925		12,315		13,834		342		6,570		7,362		18,925		12,315		13,798
1986		355		11,994,233		13,924,115		31,755		32,870		38,159		355		11,994		13,863		31,755		32,870		37,991
1987		389		26,172,174		33,033,162		20,353		70,185		88,584		389		26,172		32,884		20,353		70,185		88,183
1988		502		64,543,685		94,348,318		10,367		198,364		289,963		502		64,544		93,895		10,367		198,364		288,571
1989		626		95,476,774		140,489,660		11,757		280,967		414,431		626		95,477		140,119		11,757		280,967		412,338
1990		669		79,019,676		110,301,055		10,866		183,692		256,500		669		79,020		109,872		10,866		183,692		255,412
1991		686		73,117,833		96,182,364		14,022		214,263		281,850		686		73,118		95,541		14,022		214,263		279,973
1992		688		84,711,982		107,502,515		24,028		308,246		391,175		688		84,712		107,027		24,028		308,246		389,445
1993		693		112,665,260		139,419,948		35,130		574,048		676,954		693		112,665		138,870		35,130		574,048		707,566
1994		699		151,217,231		191,729,721		36,862		776,257		984,223		699		151,217		190,762		36,862		776,257		979,257
1995		721		141,151,399		182,201,367		26,130		487,762		629,614		721		141,151		181,943		26,130		487,762		628,721
1996		760		117,369,988		139,031,021		26,571		486,834		575,733		760		117,370		138,490		26,571		486,834		928,418
1997		776		70,988,897		50,161,742		41,525		555,759		392,707		776		70,989		41,881		41,525		555,759		327,881
1998		748		137,798,451		114,090,455		97,716		660,429		471,432		748		137,799		114,261		97,716		660,429		547,619
1999		725		349,503,966		305,137,040		278,551		3,481,620		3,039,654		725		349,504		307,662		278,551		3,481,620		3,064,806
2000		704		188,041,490		150,162,898		306,163		2,602,211		2,078,028		704		188,042		148,415		306,163		2,602,211		2,053,837
2001		689		225,850,076		194,784,979		473,241		1,997,420		1,520,685		689		255,850		194,785		473,241		1,997,420		1,520,685
2002		683		258,680,756		218,167,122		851,242		3,041,592		2,414,362		683		258,681		216,071		857,245		3,041,598		2,540,590
2003		684		355,362,626		297,960,530		542,010		2,216,636		1,858,580		684		355,363		298,624		542,010		2,216,636		1,862,719
2004		683		412,588,138		427,069,982		372,894		2,232,108		2,310,455		683		412,588		398,597		372,895		2,232,109		2,156,419
2005		702		655,074,595		648,588,707		467,629		3,157,662		3,126,398		702		655,075		648,589		467,629		3,157,662		3,126,398
2006		731		704,587,508		757,620,976		279,096		3,435,180		3,693,742		731		704,588		757,622		279,096		3,435,180		3,693,742
2007		745		951,900,447		1,017,205,009		363,741		5,539,653		5,919,698		745		951,900		1,017,205		363,732		5,539,588		5,919,697
2008 (through June 26)		756		872,201,691		837,608,462		302,433		5,258,073		5,049,528
2008														763		576,888		457,122		355,205		5,189,644		4,112,238
2009 (through June 19)														757		719,468		569,109		568,914		5,915,222		4,679,024

Source: ~~KRX~~Korea Exchange


(1)		Converted at the noon buying rate ~~in The City~~on the last business day of ~~New York for cable transfers in Won per US$1.00 as certified for customs purposes by~~ the ~~Federal Reserve Bank of New York.~~period indicated.

The Korean securities markets are principally regulated by the Financial Services Commission of Korea and became subject to the ~~Korean Securities~~Financial Investment Services and ~~Exchange Act.~~Capital Markets Act beginning in February 2009. The Korean Securities and Exchange Act was amended fundamentally numerous times in recent years to broaden the scope and improve the effectiveness of official supervision of the securities markets. As amended, the law imposes restrictions on insider trading and price manipulation, requires specified information to be made available by listed companies to investors and establishes rules regarding margin trading, proxy solicitation, takeover bids, acquisition of treasury shares and reporting requirements for shareholders holding substantial interests.

Further Opening of the Korean Securities Market

A stock index futures market was opened on May 3, 1996 and a stock index option market was opened on July 7, 1997, in each case at the Korea Stock Exchange. Remittance and repatriation of funds in connection with

investment in stock index futures and options are subject to regulations similar to those that govern remittance and repatriation in the context of foreign investment in Korean stocks.

In addition, the Korea Stock Exchange opened new option markets for stocks of seven companies including our shares of common stock and common stock of six other companies on January 28, 2002. Foreigners will be permitted to invest in such options for individual stocks subject to certain procedural requirements.

Starting from May 1, 1996, foreign investors were permitted to invest in warrants representing the right to subscribe for shares of a company listed on the Korea Stock Exchange or registered on the KOSDAQ, subject to certain investment limitations. A foreign investor may not acquire such warrants with respect to shares of a class of a company for which the ceiling on aggregate investment by foreigners has been reached or exceeded.

As of December 30, 1997, foreign investors were permitted to invest in all types of corporate bonds, bonds issued by national or local governments and bonds issued in accordance with certain special laws without being subject to any aggregate or individual investment ceiling. The Financial Services Commission of Korea sets forth procedural requirements for such investments. The Government announced on February 8, 1998 its plans for the liberalization of the money market with respect to investment in money market instruments by foreigners in 1998. According to the plan, foreigners have been permitted to invest in money market instruments issued by corporations, including commercial paper, starting February 16, 1998 with no restrictions as to the amount. Starting May 25, 1998, foreigners have been permitted to invest in certificates of deposit and repurchase agreements.

Currently, foreigners are permitted to invest in securities including shares of most Korean companies which are not listed on the KRX ~~Stock~~KOSPI Market nor the KRX KOSDAQ Market and in bonds which are not listed.

Protection of Customer’s Interest in Case of Insolvency of ~~Securities~~Financial Investment Companies with a Brokerage License

Under Korean law, the relationship between a customer and a ~~securities~~financial investment company with a brokerage license in connection with a securities sell or buy order is deemed to be consignment and the securities acquired by a consignment agent (i.e., the ~~securities company)~~financial investment company with a brokerage license) through such sell or buy order are regarded as belonging to the customer in so far as the customer and the consignment agent’s creditors are concerned. Therefore, in the event of a bankruptcy or ~~reorganization~~rehabilitation procedure involving a ~~securities~~financial investment company with a brokerage license, the customer of ~~the securities~~such financial investment company is entitled to the proceeds of the securities sold by ~~the securities~~such financial investment company.

When a customer places a sell order with a ~~securities~~financial investment company with a brokerage license which is not a member of the ~~KRX~~Korea Exchange and this ~~securities~~financial investment company places a sell order with another ~~securities~~financial investment company with a brokerage license which is a member of the ~~KRX,~~Korea Exchange, the customer is still entitled to the proceeds of the securities sold received by the non-member company from the member company regardless of the bankruptcy or ~~reorganization~~rehabilitation of the non-member company.

Under the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, the ~~KRX~~Korea Exchange is obliged to indemnify any loss or damage incurred by a counterparty as a result of a breach by its members. If a ~~securities~~financial investment company with a brokerage license which is a member of the ~~KRX~~Korea Exchange breaches its obligation in connection with a buy order, the ~~KRX~~Korea Exchange is obliged to pay the purchase price on behalf of the breaching member.

When a customer places a buy order with a non-member company and the non-member company places a buy order with a member company, the customer has the legal right to the securities received by the non-member company from the member company because the purchased securities are regarded as belonging to the customer in so far as the customer and the non-member company’s creditors are concerned.

As the cash deposited with a ~~securities~~financial investment company with a brokerage license is regarded as belonging to ~~the securities~~such financial investment company, which is liable to return the same at the request of its customer, the customer cannot take back deposited cash from the ~~securities~~financial investment company with a brokerage license if a bankruptcy or ~~reorganization~~rehabilitation procedure is instituted against ~~the securities~~such financial investment company and, therefore, can suffer from loss or damage as a result. However, the Depositor Protection Act provides that Korea Deposit Insurance Corporation will, upon the request of the investors, pay investors up to Won 50 million per investor in case of ~~the securities~~such financial

investment company’s bankruptcy, liquidation, cancellation of securities business license or

other insolvency events. Pursuant to the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, ~~as amended,~~ subject to certain exceptions, ~~securities~~financial investment companies with a brokerage license are required to deposit the cash received from ~~its~~their customers with the Korea Securities Finance Corporation, a special entity established pursuant to the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act. Set-off or attachment of cash deposits by ~~securities~~financial investment companies with a brokerage license is prohibited. The premiums related to this insurance under the Depositor Protection Act are paid by ~~securities companies.~~financial investment companies with a brokerage license.


*Item 9.D.*	*Selling Shareholders*

Not applicable.


*Item 9.E.*	*Dilution*

Not applicable.


*Item 9.F.*	*Expenses of the Issue*

Not applicable.


Item 10.	*ADDITIONAL INFORMATION*


*Item 10.A.*	*Share Capital*

Not applicable.


*Item 10.B.*	*Memorandum and Articles of ~~Association~~Incorporation*

Description of Capital Stock

This section provides information relating to our capital stock, including brief summaries of material provisions of our articles of ~~association,~~incorporation, the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, the Korean Commercial Code, the Telecommunications Business Act and related laws of Korea, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of ~~association~~incorporation and the applicable provisions of the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, ~~and~~ the Korean Commercial ~~Code.~~Code and the Telecommunications Business Act. We have filed ~~or incorporated by reference~~ copies of our articles of ~~association~~incorporation and ~~these laws~~the Telecommunications Business Act as exhibits to our ~~most recently filed~~ annual ~~report.~~reports onForm 20-F.

General

The name of our company is SK Telecom Co., Ltd. We are registered under the laws of Korea under the commercial registry number of110111-0371346. As specified in Article 2 (Objectives) of our articles of ~~association,~~incorporation, the company’s objectives are the rational management of the telecommunications business, development of telecommunications technology, and contribution to public welfare and convenience. In order to achieve these objectives, we are engaged in the following:


	•	information and communication business;

	•	sale and lease of subscriber handsets;

	•	new media business;

	•	advertising business;

	•	mail order business;

	•	business of leasing available and real estate property;

	•	research and technology development relating to the first four items above;

	•	overseas and import/export business relating to the first four items above;


	•	manufacture and distribution business relating to the first four items above;

	•	tourism


	•	electronic financial services business;

	•	film business (production, import, distribution and screening); and

	•	any business or undertaking incidental or conducive to the attainment of the objectives stated above.

Currently, our authorized share capital is 220,000,000 shares, which consists of shares of common stock, par value Won 500 per share, and shares of non-voting stock, par value Won 500 per share (common shares and ~~nonvoting~~non-voting shares together are referred to as “shares”). Under our articles of ~~association,~~incorporation, we are authorized to issue up to 5,500,000 non-voting preferred shares. As of ~~December~~May 31, ~~2007, 81,193,711~~2009, 80,745,711 common shares were issued, of which ~~8,609,034~~8,400,708 shares were held by us in treasury. ~~In January 2008, we sold 208,326 of our treasury shares to our employee stock ownership association, reducing the number of shares held by us in treasury to 8,400,708.~~ We have never issued any non-voting preferred shares. All of the issued and outstanding common shares are fully-paid and non-assessable and are in registered form. We issue share certificates in denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares.

Board of Directors

Meetings of the board of directors are convened by the representative director as he or she deems necessary or upon the request of three or more directors. The board of directors determines all important matters relating to our business. In addition, the prior approval of the majority of the independent non-executive directors is required for certain matters, which include:


	•	investment by us or any of our subsidiaries in a foreign company or equity or other overseas assets in an amount equal to 5.0% or more of our shareholders’ equity under our most recent balance sheet; and

	•	contribution of capital, loans or guarantees, acquisition of our subsidiaries’ assets or similar transactions with our affiliated companies in excess of Won 10 billion through one or a series of transactions.

Resolutions of the board are adopted in the presence of a majority of the directors in office and by the affirmative vote of a majority of the directors present. No director who has an interest in a matter for resolution may exercise his or her vote upon such matter.

There are no specific shareholding requirements for director’s qualification. Directors are elected at a general meeting of shareholders if the approval of a majority vote of the shareholders present at such meeting is obtained, and such majority also represents at least one-fourth of the total number of shares outstanding. Under the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, unless stated otherwise in the articles of ~~association,~~incorporation, holders of an aggregate of 1% or more of the outstanding shares with voting rights may request cumulative voting in any election for two or more directors. However, our shareholders have opted not to adopt cumulative voting.

The term of office for directors shall be until the close of the third annual general shareholders’ meeting convened after he or she commences his or her term. Our directors may serve consecutive terms and our shareholders may remove them from office at any time by a special resolution adopted at a general meeting of shareholders.

Dividends

Holders of non-voting shares are entitled to receive dividends in priority to the holders of common shares. The dividend on the non-voting shares is between 9.0% and 25.0% of the par value as determined by the board of directors at the time of their issuance. If the dividends for common shares exceed the dividends for non-voting shares, the holders of non-voting shares will be entitled to participate in the distribution of such excess amount with the holders of common shares. If the amount available for dividends is less than the aggregate amount of the minimum required dividend, holders of non-voting shares will be entitled to receive such accumulated unpaid

dividend from dividends payable in the next fiscal year before holders of common shares. There are no ~~nonvoting~~non-voting shares issued or outstanding.

We declare dividends annually at the annual general meeting of shareholders which is generally held within three months after the end of the fiscal year. We pay the annual dividend shortly after the annual general meeting to the shareholders of record or registered pledges as of the end of the preceding fiscal year. We may distribute the annual dividend in cash or in shares. However, a dividend of shares must be distributed at par value. If the market price of the shares is less than their par value, dividends in shares may not exceed one-half of the annual dividend. Our obligation to pay dividend expires if no claim to dividend is made for five years from the payment date.

Under the Korean Commercial Code, we may pay an annual dividend only out of the excess of our net assets, on a non-consolidated basis, over the sum of (1) our stated capital and (2) the total amount of our capital surplus reserve and legal reserve accumulated up to the end of the relevant dividend period. In addition, we may not pay an annual dividend unless we have set aside as legal reserve an amount equal to at least 10.0% of the cash portion of the annual dividend or until we have accumulated a legal reserve of not less than one-half of our stated capital. As a KRX Stock Market-listed company, we are also required under the relevant laws and regulations to set aside in reserve a certain amount each fiscal year until the ratio of our own capital to total assets is at least 30%. We may not use legal reserve to pay cash dividends but may transfer amounts from legal reserve to capital stock or use legal reserve to reduce an accumulated deficit.

Our obligation to pay interim dividends expires if no claims to such dividends are made for a period of five years from the payment date.

Distribution of Free Shares

In addition to paying dividends in shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from our capital surplus or legal reserve to our stated capital in the form of free shares. We must distribute such free shares to all our shareholders in proportion to their existing shareholdings.

Preemptive Rights and Issuance of Additional Shares

We may at times issue authorized but unissued shares, unless otherwise provided in the Korean Commercial Code, on terms determined by our board of directors. All our shareholders are generally entitled to subscribe to any newly-issued shares in proportion to their existing shareholdings. We must offer new shares on uniform terms to all shareholders who have preemptive rights and are listed on our shareholders’ registry as of the relevant record date. We must give public notice of the preemptive rights regarding new shares and their transferability at least two weeks before the relevant record date. Our board of directors may determine how to distribute shares for which preemptive rights have not been exercised or where fractions of shares occur.

Under the Korean Commercial Code and our articles of ~~association,~~incorporation, we may issue new shares pursuant to a board resolution to persons other than existing shareholders only if (1) the new shares are issued for the purpose of issuing depositary receipts in accordance with the relevant regulations or through an offering to public investors and (2) the purpose of such issuance is deemed necessary by us to achieve a business purpose, including, but not limited

9795

to, the introduction of new technology or the improvement of our financial condition. Under our articles of ~~association,~~incorporation, only our board of directors is authorized to set the terms and conditions with respect to such issuance of new shares.

In addition, under our articles of ~~association,~~incorporation, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of Won 400 billion, to persons other than existing shareholders, where such issuance is deemed necessary by us to achieve a business purpose, including, but not limited to, the introduction of new technology or the improvement of our financial condition.

Members of our employee stock ownership association, whether or not they are our shareholders, generally have a preemptive right to subscribe for up to 20.0% of the shares publicly offered pursuant to the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act. This right is exercisable only to the extent that the total number of shares so acquired and held by members of our employee stock ownership association does not exceed 20.0% of the sum of the number of shares then outstanding and the number of newly-issued shares. As of March 31, ~~2008,~~2009, approximately ~~0.64%~~0.6% of the issued shares were held by members of our employee stock ownership association.

General Meeting of Shareholders

We generally hold the annual general meeting of shareholders within three months after the end of each fiscal year. Subject to a board resolution or court approval, we may hold an extraordinary general meeting of shareholders:


	•	as necessary;

	•	at the request of holders of an aggregate of 3.0% or more of our outstanding common shares;

	•	at the request of shareholders holding an aggregate of 1.5% or more of our outstanding shares and preferred shares for at least six months; or

	•	at the request of our audit committee.

Holders of non-voting shares may request a general meeting of shareholders only after the non-voting shares become entitled to vote or “enfranchised,” as described under “— Voting Rights” below.

We must give shareholders written notice setting out the date, place and agenda of the meeting at least two weeks before the date of the general meeting of shareholders. However, for holders of less than 1.0% of the total number of issued and outstanding voting shares, we may give notice by placing at least two public notices in at least two daily newspapers at least two weeks in advance of the meeting. Currently, we use The Korea Economic Daily News and Mail Business Newspaper, both published in Seoul, for this purpose. Shareholders who are not on the shareholders’ registry as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at the meeting. Holders of non-voting shares, unless enfranchised, are not entitled to receive notice of or vote at general meetings of shareholders.

Our general meetings of shareholders have historically been held in or near Seoul.

Voting Rights

Holders of our common shares are entitled to one vote for each common share, except that voting rights of common shares held by us (including treasury shares and shares held by bank trust funds controlled by us), or by a corporate shareholder that is more than 10.0% owned by us either directly or indirectly, may not be exercised. The Korean Commercial Code and the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act permit cumulative voting, under which voting method each shareholder would have multiple voting rights corresponding to the number of directors to be appointed in the voting and may exercise all voting rights cumulatively to elect one director. However, our shareholders have opted not to adopt cumulative voting.

Our shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the voting shares present or represented at the meeting if the proportion of affirmative votes also represent at least one-fourth of our total voting shares then issued and outstanding. However, under the Korean Commercial Code and our articles of ~~association,~~incorporation, the following matters, among others, require approval by the holders of at least two-thirds of

9896

of the voting shares present or represented at a meeting, and such affirmative votes also represent at least one-third of our total voting shares then issued and outstanding:


	•	amending our articles of ~~association;~~incorporation;

	•	removing a director;

	•	effecting any dissolution, merger or consolidation of us;

	•	transferring the whole or any significant part of our business;

	•	effecting our acquisition of all of the business of any other company or a part of the business of any other company having a material effect on our business;

	•	reducing our capital; or

	•	issuing any new shares at a price lower than their par value.

In general, holders of non-voting shares are not entitled to vote on any resolution or receive notice of any general meeting of shareholders.

However, in the case of amendments to our articles of ~~association,~~incorporation, or any merger or consolidation of us, or in some other cases which affect the rights or interests of the non-voting shares, approval of the holders of ~~nonvoting~~non-voting shares is required. We may obtain the approval by a resolution of holders of at least two-thirds of the ~~nonvoting~~non-voting shares present or represented at a class meeting of the holders of non-voting shares, where the affirmative votes also represent at least one-third of our total issued and outstanding non-voting shares. In addition, if we are unable to pay dividends on non-voting shares as provided in our articles of ~~association,~~incorporation, the holders of ~~nonvoting~~non-voting shares will become enfranchised and will be entitled to exercise voting rights beginning at the next general meeting of shareholders to be held after the declaration of non-payment of dividends is made until such dividends are paid. The holders of enfranchised non-voting shares have the same rights as holders of common shares to request, receive notice of, attend and vote at a general meeting of shareholders.

Shareholders may exercise their voting rights by proxy. A shareholder may give proxies only to another shareholder, except that a corporate shareholder may give proxies to its officers or employees.

Holders of ADRs exercise their voting rights through the ADR depositary, an agent of which is the record holder of the underlying common shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the ADR depositary how to vote the common shares underlying their ADSs.

Limitation on Shareholdings

The Telecommunications Business Act prohibits foreign governments, individuals, and entities (including Korean entities that are deemed foreigners, as discussed below) from owning more than 49% of our voting stock. Korean entities whose largest shareholder is a foreign government or a foreigner (together with any of its related parties) and owns 15% or more of the outstanding voting stock are deemed foreigners. A foreigner who has acquired shares of our voting stock in excess of such limitation may not exercise its voting rights with respect to the shares exceeding such limitation, and may be subject to the KCC’s corrective orders.

Rights of Dissenting Shareholders

In some limited circumstances, including the transfer of all or a significant part of our business or our merger or consolidation with another company (with certain exceptions), dissenting shareholders have the right to require us to purchase their shares. To exercise this right, shareholders, including holders of non-voting shares, must submit to us a written notice of their intention to dissent before the general meeting of shareholders. Then, within 20 days after the relevant resolution is passed at a meeting, the dissenting shareholders must request us in writing to purchase their shares. We are obligated to purchase the shares of such dissenting shareholders within one month after the expiration of the20-day period. The purchase price for the shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a price through negotiation, the purchase price will be the average of (1) the weighted average of the daily share prices on the KRX ~~Stock~~KOSPI Market for the ~~two-month~~two-

month period before the date of the adoption of the relevant board resolution, (2) the weighted average of the daily share price on the KRX ~~Stock~~KOSPI Market for the one month period before the date of the adoption of the relevant resolution and (3) the weighted average of the daily share price on the KRX ~~Stock~~KOSPI Market for the one week period before such date of the adoption of the relevant resolution. However, ~~the Financial Services Commission of Korea~~a court may ~~adjust~~determine this price if we or dissenting shareholders ~~collectively holding 30.0% or more of the common shares we are obligated to purchase~~ do not accept the purchase price. ~~Holders of ADSs will not be able to exercise dissenter’s rights unless they have withdrawn the underlying common stock and become our direct shareholders.~~

Registry of Shareholders and Record Dates

Our transfer agent, Kookmin Bank, maintains the register of our shareholders at its office in Seoul, Korea. It records and registers transfers of shares on the register of shareholders upon presentation of the share certificates.

The record date for annual dividends is December 31. For the purpose of determining the shareholders entitled to annual dividends, the registry of shareholders is closed for the period from January 1 to January 31 of the following year. Further, for the purpose of determining the shareholders entitled to some other rights pertaining to the shares, we may, on at least two weeks’ public notice, set a record dateand/or close the register of shareholders for not more than three months. The trading of shares and the delivery of share certificates may continue while the register of shareholders is closed.

Annual Report

At least one week before the annual general meeting of shareholders, we must make our annual reports and audited non-consolidated financial statements available for inspection at our principal office and at all of our branch offices. In addition, copies of annual reports, the audited non-consolidated financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.

Under the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, we must file with the Financial Services Commission of Korea and the ~~KRX~~Korea Exchange (1) an annual securities report within 90 days after the end of our fiscal year, (2) a half-year report within 45 days after the end of the first six months of our fiscal year, and (3) quarterly reports within 45 days after the end of the third month and the ninth month of our fiscal year. Copies of these reports are or will be available for public inspection at the Financial Services Commission of Korea and the ~~KRX.~~Korea Exchange.

Transfer of Shares

Under the Korean Commercial Code, the transfer of shares is effected by the delivery of share certificates. However, to assert shareholders’ rights against us, the transferee must have his or her name, seal and address registered on our registry of shareholders, maintained by our transfer agent. A non-Korean shareholder may file a sample signature in place of a seal, unless he or she is a citizen of a country with a sealing system similar to that of Korea. In addition, a non-resident shareholder must appoint an agent in Korea authorized to receive notices on his or her behalf and file his or her mailing address in Korea. ~~These requirements do not apply to holders of ADSs.~~

Under current Korean regulations, Korean securities companies and banks, including licensed branches of non-Korean securities companies and banks, asset management companies, futures trade companies, internationally recognized foreign custodians and the Korea Securities Depository, foreign exchange banks (including domestic branches of foreign banks), financial investment companies with a dealing, brokerage or collective investment license and internationally recognized custodians may act as agents and provide related services for foreign shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of shares by non-residents or non-Koreans. See “Item 10.D. Exchange Controls — Korean Foreign Exchange Controls and Securities Regulations”.

Our transfer agent is Kookmin Bank, located at24-3, Yoido-dong, Yongdungpo-ku, Seoul, Korea.

Restrictions Applicable to Shares

Pursuant to the Telecommunications Business Act, the maximum aggregate foreign shareholding in us is limited to 49.0%. See “Item 4.B. Business Overview — Law and Regulation — Foreign Ownership and Investment Restrictions and Requirements”. In addition, certain foreign exchange controls and securities regulations apply to the acquisition of securities by non-residents or non-Koreans. See “Item 10.D. Exchange Controls — Korean Foreign Exchange Controls and Securities Regulations”.

Acquisition of Shares by Us

We generally may not acquire our own shares except in certain limited circumstances, including, without limitation, a reduction in capital. Under the Korean Commercial Code, except in the case of a reduction of capital, any shares acquired by us must be sold or otherwise transferred to a third party within a reasonable time.

~~100~~

Notwithstanding the foregoing restrictions, pursuant to the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, a listed company may acquire common shares through purchases on the Korea Exchange or through a tender ~~offer. A listed company may also acquire interests in its own common shares~~offer or pursuant to ~~(i)~~ trust agreements with financial investment companies with a trust ~~companies or asset management companies or (ii) purchase agreements for shares issued by investment companies.~~license. The aggregate purchase price for the common shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year, less the amount of dividends and mandatory reserves required to be set aside for that fiscal year, subject to certain procedural requirements.

In general, corporate entities in which we own a 50% or more equity interest may not acquire our common shares. On October 26, 2001, in accordance with the approval of our board of directors, we established trust funds with four Korean banks with a total funding of Won 1.3 trillion for the purpose of acquiring our shares at market prices or within a range of five percent of market prices. In October 2007, in accordance with the approval of our board of directors, we extended such trust funds with four Korean banks, but the total amount of funding was reduced to Won 982 billion. For more details on the trust funds, see “Item 5.B. Liquidity and Capital Resources”.

Liquidation Rights

In the event of our liquidation, assets remaining after payment of all debts, liquidation expenses and taxes will be distributed among shareholders in proportion to their shareholdings. Holders of non-voting shares have no preference in liquidation. Holders of debt securities have no preference over other creditors in the event of liquidation.

Description of American Depositary Shares

The following is a summary of the deposit agreement dated as of May 31, 1996, as amended by amendment no. 1 dated as of March 15, 1999, amendment no. 2 dated as of April 24, 2000 and amendment no. 3 dated as of July 24, 2002, among us, Citibank, N.A., as ADR depositary, and all holders and beneficial owners of ~~ADSs.~~ADSs, as supplemented by side letters dated as of July 25, 2002, October 1, 2002 and October 1, 2007. The deposit agreement is governed by the laws of the State of New York. Because it is a summary, this description does not contain all the information that may be important to you. For more complete information, you should read the entire deposit agreement and the ADR. The deposit agreement has been filed as an exhibit to our registration statement onForm F-3 (FileNo. 333-91304) filed with the ~~United States Securities and Exchange Commission.~~SEC. Copies of the deposit agreement are available for inspection at the principal New York office of the ADR depositary, currently located at 388 Greenwich Street, 14th Floor, New York, New York 10013, United States of America, and at the principal London office of the ADR depositary, currently located at Canada Square, Canary Wharf, London, E14 5LB, England.

American Depositary Receipts

The ADR depositary ~~will~~may execute and deliver ~~the~~ ADRs evidencing the ADSs. Each ADR evidences a specified number of ADSs, each ADS representing one-ninth of one share of our common stock to be deposited with the ADR depositary’s custodian in Seoul, or the Custodian. The Custodian is Korea Securities Depository, located at 1328 Paeksok-Dong, Ilsan-Ku, Koyang,411-770, Kyunggi-Do, Seoul,150-884, Korea. Korea Securities Depository is also the institution authorized under applicable law to effect book-entry transfers of our common shares, known as the “Custodian”. An ADR may represent any number of ADSs. We and the ADR depositary will treat only persons in whose names ADRs are registered on the books of the registrar as holders of ADRs.

Deposit and Withdrawal of Shares of Common Stock

Notwithstanding the provisions described below, under the terms of the deposit agreement, ~~as supplemented by a side letter dated as of October 1, 2002,~~ the deposit of shares and issuance of ADSs may only be made if the total number of shares represented by ~~ADRs~~ADSs after such deposit does not exceed a specified maximum, ~~13,598,544~~24,321,893 shares as of ~~October~~June 1, ~~2002.~~2009. This limit will be adjusted in certain

circumstances, including (1) increases upon the cancellation of existing ~~ADRs (up to a maximum of 5,605,839 shares),~~ADSs, (2) increases upon future offerings of ADSs by us or our shareholders, (3) increases upon issuances of ADSs upon the exchange of outstanding exchangeable bonds issued by Momenta (Cayman) (a special purpose vehicle incorporated in the Cayman Islands, which sold bonds exchangeable initially into such ADSs, see “Item 6.E. Share Ownership”), (4) increases for rights offerings

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and ~~(5)~~(4) adjustments for share reclassifications. The limit also may be decreased in certain ~~circumstances, including in connection with purchases~~circumstances. As of June 1, 2009, ADSs ~~by Momenta (Cayman) in accordance with the terms~~representing 17,942,962 shares of ~~its exchangeable bonds.~~our common stock were outstanding. Notwithstanding the foregoing, the ADR depositary and the custodian may not accept deposits of shares of common stock for issuance of ADSs ~~(other than in the case of an exercise of the exchange rights of the exchangeable bonds issued by Momenta (Cayman))~~ (i) if it has been notified by us in writing that we block deposits to prevent a violation of applicable Korean laws or regulations or a violation of our articles of ~~association~~incorporation or (ii) from a person intending to make a deposit that identifies itself to the depositary and that has been identified in writing by us as a holder of at least 3% of our shares of common ~~stock on October 7, 2002.~~stock.

The shares of common stock underlying the ADSs are delivered to the ADR depositary’s custodian in book-entry form. Accordingly, no share certificates will be issued for them, and the ADR depositary will hold the shares of common stock through the book-entry settlement system of the Custodian. The delivery of the shares of common stock pursuant to the deposit agreement will take place through the facilities of the Custodian in accordance with its applicable settlement procedures. The ADR depositary will execute and deliver ~~ADRs~~ADSs if you or your broker deposit shares or evidence of rights to receive shares of common stock with the Custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the ADR depositary will register the appropriate number of ADSs in the names you ~~designate and will deliver an ADR or ADRs for those ADSs to the persons you~~ designate. The ADR depositary and the ADR depositary’s custodian will refuse to accept shares of common stock for deposit whenever we restrict transfer of shares of common stock to comply with ownership restrictions under applicable law or our articles of ~~association~~incorporation or whenever the deposit would cause the total number of shares of common stock deposited to exceed a level we determine from time to time. We may instruct the ADR depositary to take certain actions with respect to a holder of ADSs who holds in excess of the ownership limitation set forth in the deposit agreement, including the mandatory sale or disposition of the shares represented by the ADSs in excess of such ownership limitations if, and to the extent, permitted by applicable law.

You may surrender your ADRs to the ADR depositary to withdraw the underlying shares of our common stock. Upon payment of the fees and any governmental charges and taxes provided in the deposit agreement, and subject to applicable laws and regulations of Korea and our articles of ~~association,~~incorporation, you will be entitled to physical delivery or electronic delivery to an account in Korea or, if permissible under applicable Korean law, outside the United States, of the shares of common stock evidenced by the ADRs and any other property at the time represented by ADRs you surrendered. If you surrender an ADR evidencing a number of ADSs not evenly divisible by nine, the ADR depositary will deliver the appropriate whole number of shares of common stock represented by the surrendered ADSs and will execute and deliver to you a new ADR evidencing ADSs representing any remaining fractional shares of common stock.

If you request withdrawal of shares of common stock, you must deliver to the ADR depositary a written order directing the ADR depositary to cause the shares of common stock being withdrawn to be delivered to or upon the written order of the person designated in your order, subject to applicable Korean laws and the provisions of the deposit agreement.

Under the provisions of the deposit agreement, the ADR depositary may not lend shares of common stock or ADSs. However, subject to the provisions of the deposit agreement and limitations established by the ADR depositary, the ADR depositary may execute and deliver ADSs before deposit of the underlying shares of common stock. This is called a pre-release of the ADS. The ADR depositary may also deliver shares of common stock upon cancellation of pre-released ADSs (even if the cancellation occurs before the termination of the prerelease). The ADR depositary may pre-release ADSs only under the following circumstances:


	•	before or at the time of the pre-release, the person to whom the pre-release is being made must represent to the ADR depositary in writing that it or its customer owns the shares of common stock or ADSs to be deposited and show evidence of the ownership to the ADR depositary’s satisfaction;

	•	before or at the time of such pre-release, the person to whom the pre-release is being made must agree in writing that he will hold the shares of common stock or ADSs in trust for the ADR depositary until their delivery to the ADR depositary or custodian, reflect on his records the ADR depositary as owner of such shares of common stock or ADSs and deliver such shares of common stock upon the ADR depositary’s request;

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	•	the pre-release must be fully collateralized with cash or U.S. government securities;

	•	the ADR depositary must be able to terminate the pre-release on not more than five business day’s notice; and

	•	the pre-release is subject to further indemnities and credit regulations as the ADR depositary deems appropriate.

The ADR depositary may retain for its own account any compensation received by it in connection with the pre-release, such as earnings on the collateral.

If you want to withdraw the shares of common stock from the depositary facility, you must register your identity with the Financial Supervisory Service of Korea before you acquire the shares of common stock unless you intend to sell the shares of common stock within three months. See “Item 10.D. Exchange Controls — Korean Foreign Exchange Controls and Securities Regulations — Restrictions Applicable to Shares”.

Dividends, Other Distributions and Rights

If the ADR depositary can, in its judgment and pursuant to applicable law, convert Won (or any other foreign currency) into Dollars on a reasonable basis and transfer the resulting Dollars to the United States, the ADR depositary will as promptly as practicable convert all cash dividends and other cash distributions received by it on the deposited shares of common stock into Dollars and distribute the Dollars to you in proportion to the number of ADSs representing shares of common stock held by you, after deduction of the fees and expenses of the ADR depositary. If the ADR depositary determines that in its judgment any currency other than Dollars it receives from us cannot be converted and distributed on a reasonable basis, the ADR depositary may distribute the currency it receives to the extent permitted under applicable law or hold the currency for your account if you are entitled to receive the distribution. The ADR depositary will not be liable for any interest. Before making a distribution, the ADR depositary will deduct any withholding taxes that must be paid.

In the event that the ADR depositary or the ADR depositary’s custodian receives any distribution upon any deposited shares of common stock in property or securities (other than shares of common stock, non-voting shares or rights to receive shares of common stock or non-voting shares), the ADR depositary will distribute the property or securities to you in proportion to your holdings in any manner that the ADR depositary deems, after consultation with us, equitable and practicable. If the ADR depositary determines that any distribution of property or securities (other than shares of common stock, non-voting shares or rights to receive shares of common stock or non-voting shares) cannot be made proportionally, or if for any other reason the ADR depositary deems the distribution not to be feasible, the ADR depositary may, after consultation with us, dispose of all or a portion of the property or securities in such amounts and in such manner, including by public or private sale, as the ADR depositary deems equitable or practicable. The ADR depositary will distribute to you the net proceeds of any such sale, or the balance of the property or securities, after the deduction of the fees and expenses of the ADR depositary.

If a distribution by us consists of a dividend in, or free distribution of, our shares of common stock, the ADR depositary may, with our approval, and will, if we request, deposit the shares of common stock and either (1) distribute to you, in proportion to your holdings, additional ADSs representing those shares of common stock, or (2) reflect on the records of the ADR depositary the increase in the aggregate number of ADSs representing those number of shares of common stock, in both cases, after the deduction of the fees and expenses of the ADR depositary. If the ADR depositary deems that such distribution for any reason is not feasible, the ADR depositary may adopt, after consultation with us, any method as it may deem equitable and practicable, including by public or private sale of all or part of the shares of common stock received. The ADR depositary will distribute to you the net proceeds of any such sale in the same way as it does with cash. The ADR depositary will only distribute whole ADSs. If the ADR depositary does not distribute additional ADSs, then each outstanding ADS will also represent the new shares so distributed.

If a distribution by us consists of a dividend in, or free distribution of, non-voting shares, the ADR depositary will deposit the non-voting shares under a non-voting shares deposit agreement to be entered into among us, the ADR depositary and all holders and beneficial owners of depositary shares. The ADR depositary will deliver to you, in proportion to your holdings of ADSs, depositary shares issued under the non-voting shares deposit agreement

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representing the number of non-voting shares received as such dividend or distribution. If the ADR depositary deems such distribution for any reason is not feasible, the ADR depositary may adopt, after consultation with us, any method as it may deem equitable and practicable, including by public or private sale of all or part of the nonvoting shares received. The ADR depositary will distribute to you the net proceeds of any such sale in the same way as it does with cash. The ADR depositary will only distribute whole depositary shares. We are not obligated to list depositary shares representing non-voting shares on any exchange.

If we offer holders of our securities any rights to subscribe for additional shares of common stock or any other rights, the ADR depositary may make these rights available to you. The ADR depositary must first determine whether it is lawful and feasible to do so. If the ADR depositary determines that it is not lawful or feasible to make these rights available to you, then upon our request, the ADR depositary will sell the rights and distribute the proceeds in the same way as it would do with cash. The ADR depositary may allow these rights that are not distributed or sold to lapse. In that case, you will receive no value for these rights.

If we issue any rights with respect to non-voting shares, the securities issuable upon any exercise of such rights by holders or beneficial owners will be depositary shares representing those non-voting shares issued under the provisions of a non-voting share deposit agreement.

If a registration statement under the ~~U.S.~~ Securities Act is required with respect to the securities to which any rights relate in order for us to offer the rights to you and to sell the securities represented by these rights, the ADR depositary will not offer such rights to you until such a registration is in effect, or unless the offering and sale of such securities and such rights to you are exempt from the registration requirements of the ~~U.S.~~ Securities Act or any required filing, report, approval or consent has been submitted, obtained or granted. We or the ADR depositary will not be obligated to register the rights or securities under the ~~U.S.~~ Securities Act or to submit, obtain or request any filing, report, approval or consent.

The ADR depositary may not be able to convert any currency or to sell or dispose of any distributed or offered property or rights in a timely manner or at a specified price, or at all.

Record Dates

The ADR depositary will fix a record date, after consultation with us, in each of the following situations:


	•	any cash dividend or other cash distribution becomes payable;

	•	any distribution other than cash is made;

	•	rights are issued with respect to deposited shares of common stock;

	•	the ADR depositary causes a change in the number of shares of common stock that are represented by each ADS; or

	•	the ADR depositary receives notice of any shareholders’ meeting.

The record date will, to the extent practicable, be as near as the record date fixed by us for the shares of common stock. The record date will determine (1) the ADR holders who are entitled to receive the dividend, distribution or rights, or the net proceeds of the sale of the rights; or (2) the ADR holders who are entitled to receive notices or exercise rights.

Voting of the Underlying Shares of Common Stock

We will give the ADR depositary a notice of any meeting or solicitation of shareholder proxies immediately after we finalize the form and substance of such notice but not less than 14 days before the meeting. As soon as practicable after it receives our notice, the ADR depositary will fix a record date, and upon our written request, the ADR depositary will mail to you a notice that will contain the following:


	•	the information contained in our notice to the ADR depositary including an English translation, or, if requested by us, a summary of the information provided by us;

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	•	a statement that the ADR holders as of the close of business on a specified record date will be entitled to instruct the ADR depositary as to how to exercise their voting rights for the number of shares of deposited shares of common stock, subject to the provisions of applicable Korean law and our articles of ~~association,~~incorporation, which provisions, if any, will be summarized in the notice to the extent that they are material; and

	•	a statement as to the manner in which the ADR holders may give their instructions.

Upon your written request received on or before the date set by the ADR depositary for this purpose, the ADR depositary will endeavor, in so far as practicable, to vote or cause to be voted the deposited shares of common stock in accordance with the instructions set forth in your written requests. The ADR depositary may not itself exercise any voting discretion over any deposited shares of common stock. You may only exercise the voting rights in respect of 9 ADSs or multiples of 9 ADSs. ADR holders may not be entitled to give instruction to vote the shares represented by the ADSs if, and to the extent, the total number of shares represented by the ADSs of an ADR holder exceeds the limit set under applicable law. We can give no assurance to you, however, that we will notify the ADR depositary sufficiently in advance of the scheduled date of a meeting or solicitation of consents or proxies to enable the ADR depositary to make a timely mailing of notices to you, or that you will receive the notices sufficiently in advance of a meeting or solicitation of consents or proxies to give instructions to the ADR depositary.

Inspection of Transfer Books

The ADR depositary will keep books at its principal New York office, which is currently located at 388 Greenwich Street, 14th Floor, New York, New York 10013, for the registration and transfer of ADRs. You may inspect the books of the ADR depositary as long as the inspection is not for the purpose of communicating with holders in the interest of a business or object other than our business or a matter related to the deposit agreement or the ADRs.

Reports and Notices

On or before the first date on which we give notice, by publication or otherwise, of any meeting of shareholders, or of any adjourned meeting of shareholders, or of the taking of any action in respect of any cash or other distributions or the offering of any rights in respect of the shares of common stock, we will transmit to the Custodian and the ADR depositary sufficient copies of the notice in English in the form given or to be given to shareholders. We will furnish to the ADR depositary English language versions of any reports, notices and other communications that we generally transmit to holders of our common stock, including our annual reports, with annual audited consolidated financial statements prepared in conformity with Korean GAAP and, if prepared pursuant to the Securities Exchange Act of 1934, as amended, a reconciliation of net earnings for the year and stockholders’ equity to U.S. GAAP, and unaudited non-consolidated semiannual financial statements prepared in conformity with Korean GAAP. The ADR depositary will arrange for the prompt mailing of copies of these documents, or, if we request, a summary of any such notice provided by us to you or, at our request, make notices, reports (other than the annual reports and semiannual financial statements) and other communications available to you on a basis similar to that for the holders of our common stock or on such other basis as we may advise the ADR depositary according to any applicable law, regulation or stock exchange requirement.

Notices to you under the deposit agreement will be deemed to have been duly given if personally delivered or sent by mail or cable, telex or facsimile transmission, confirmed by letter, addressed to you at your address as it appears on the transfer books of the ADR depositary or at such other address as you have notified the ADR depositary.

In addition, the ADR depositary will make available for inspection by holders at its principal New York office and its principal London office any notices, reports or communications, including any proxy soliciting materials, received from us that we generally transmit to the holders of our common stock or other deposited securities, including the ADR depositary. The ADR depositary will also send to you copies of reports and communications we will provide as provided in the deposit agreement.

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Changes Affecting Deposited Shares of Common Stock

In case of a change in the par value, or asplit-up, consolidation or any other reclassification of shares of our common stock or upon any recapitalization, reorganization, merger or consolidation or sale of assets affecting us, any securities received by the ADR depositary or the Custodian in exchange for, in conversion of or in respect of deposited shares of our common stock will be treated as new deposited shares of common stock under the deposit agreement. In that case, ADSs will, subject to the terms of the deposit agreement and applicable laws and regulations, including any registration requirements under the ~~U.S.~~ Securities Act, represent the right to receive the new deposited shares of common stock, unless additional ADRs are issued, as in the case of a stock dividend, or unless the ADR depositary calls for the surrender of outstanding ADRs to be exchanged for new ADRs.

Amendment and Termination of the Deposit Agreement

We may agree with the ADR depositary to amend the deposit agreement and the ADSs without your consent for any reason. If the amendment adds or increases fees or charges, except for taxes and other governmental charges or certain expenses of the ADR depositary, or prejudices any substantial existing right of ADR holders, it will only become effective 30 days after the ADR depositary notifies you of the amendment. If you continue to hold your ADSs at the time an amendment becomes effective, you will be considered to have agreed to the amendment and to be bound by the deposit agreement as amended. Except as otherwise required by any mandatory provisions of applicable law, no amendment may impair your right to surrender your ADSs and to receive the underlying deposited securities.

The ADR depositary will terminate the deposit agreement if we ask it to do so with 90 days’ prior written notice. The ADR depositary may also terminate the deposit agreement if the ADR depositary has notified us at least 90 days in advance that it would like to resign and we have not appointed a new depositary. In both cases, the ADR depositary must notify you at least 30 days before the termination date.

If any ADRs remain outstanding after the date of termination, the ADR depositary will stop performing any further acts under the deposit agreement, except:


	•	to collect dividends and other distributions pertaining to the deposited shares of common stock;

	•	to sell property and rights and the conversion of deposited shares of common stock into cash as provided in the deposit agreement; and

	•	to deliver deposited shares of common stock, together with any dividends or other distributions received with respect to the deposited shares of common stock and the net proceeds of the sale of any rights or other property represented by those ADSs in exchange for surrendered ADRs.

At any time after the expiration of six months from the date of termination, the ADR depositary may sell any remaining deposited shares of common stock and hold uninvested the net proceeds in an unsegregated account, together with any other cash or property then held, without liability for interest, for the pro rata benefit of the holders of ADSs that have not been surrendered by then.

Charges of ADR Depositary

The fees and expenses of the ADR depositary as agreed between us and the ADR depositary include:


	•	taxes and other governmental charges;

	•	registration fees applicable to transfers of shares of common stock on our shareholders’ register, or that of any entity acting as registrar for the shares, to the name of the ADR depositary or its nominee, or the Custodian or its nominee, when making deposits or withdrawals under the deposit agreement;

	•	cable, telex and facsimile transmission expenses that are expressly provided in the deposit agreement;

	•	expenses incurred by the ADR depositary in the conversion of foreign currency into Dollars under the deposit agreement;

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	•	a fee of up to US$5.00 per 100 ADSs, or portion thereof, for execution and delivery of ADSs and the surrender of ADRs under the deposit agreement; and

	•	a fee of up to US$0.02 per ADS held for cash distributions, a sale or exercise of rights or the taking of any other corporate action involving distributions to shareholders.

General

Neither we nor the ADR depositary will be liable to you if prevented or delayed by law, governmental authority, any provision of our articles of ~~association~~incorporation or any circumstances beyond our or its control in performing our or its obligations under the deposit agreement. The deposit agreement provides that the ADR depositary will hold the shares of common stock for your sole benefit. Our obligations and those of the ADR depositary under the deposit agreement are expressly limited to performing, in good faith and without negligence, our and its respective duties specified in the deposit agreement.

The ADSs are transferable on the books of the ADR depositary; provided, however, that the ADR depositary may, after consultation with us, close the transfer books at any time or from time to time, when deemed expedient by it in connection with the performance of its duties. As a condition precedent to the execution and delivery of any ADSs, registration of transfer,split-up, combination of any ADR or surrender of any ADS for the purpose of withdrawal of deposited shares of common stock, the ADR depositary or the Custodian may require payment from the depositor of the shares of common stock or a holder of ADSs of a sum sufficient to reimburse the ADR depositary for any tax or other governmental charge and any stock transfer or registration fee and payment of any applicable fees payable by the holders of ADSs.

Any person depositing shares of common stock, any holder of an ADS or any beneficial owner may be required from time to time to file with the ADR depositary or the Custodian a proof of citizenship, residence, exchange control approval, payment of applicable Korean or other taxes or governmental charges, or legal or beneficial ownership and the nature of their interest, to provide information relating to the registration on our shareholders’ register (or our appointed agent for the transfer and registration of shares of common stock) of the shares of common stock presented for deposit or other information, to execute certificates and to make representations and warranties as we or the ADR depositary may deem necessary or proper or to enable us or the ADR depositary to perform our and its obligations under the deposit agreement. The ADR depositary may withhold the execution or delivery or registration of transfer of all or part of any ADR or the distribution or sale of any dividend or other distribution of rights or of the proceeds from their sale or the delivery of any shares deposited under the deposit agreement and any other securities, property and cash received by the ADR depositary or the Custodian until the proof or other information is filed or the certificates are executed or the representations and warranties are made. The ADR depositary shall provide us, unless otherwise instructed by us, in a timely manner, with copies of any of these proofs and certificates and these written representations and warranties.

The delivery and surrender of ADSs and transfer of ADSs generally may be suspended during any period when our or the ADR depositary’s transfer books are closed or, if that action is deemed necessary or advisable by us or the ADR depositary, at any time or from time to time in accordance with the deposit agreement. We may restrict, in a manner as we deem appropriate, transfers of shares of common stock where the transfers may result in ownership of shares of common stock in excess of limits under applicable law. Except as described in “Deposit and Withdrawal of Shares of Common Stock” above, notwithstanding any other provision of the deposit agreement, the surrender of outstanding ADRs and withdrawal of Deposited Securities (as defined in the deposit agreement) represented by the ADRs may be suspended, but only as required in connection with (1) temporary delays caused by closing the transfer books of the ADR depositary or the issuer of any Deposited Securities (or the appointed agent or agents for such issuer for the transfer and registration of such Deposited Securities) in connection with voting at a shareholders’ meeting or the payment of dividends, (2) payment of fees, taxes and similar charges, or (3) compliance with any United States or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of the Deposited Securities.

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Governing Law

The deposit agreement and the ADRs will be interpreted under, and all rights under the deposit agreement or the ADRs are governed by, the laws of the State of New York.

We have irrevocably submitted to the non-exclusive jurisdiction of New York State or United States Federal Courts located in New York City and waived any objection to legal actions or proceedings in these courts whether on the ground of venue or on the ground that the proceedings have been brought in an inconvenient forum.

This submission was made for the benefit of the ADR depositary and the holders and shall not limit the right of any of them to take legal actions or proceedings in any other court of competent jurisdiction nor shall the taking of legal actions or proceedings in one or more jurisdictions preclude the taking of legal actions or proceedings in any other jurisdiction (whether concurrently or not), to the extent permitted under applicable law.

Information Relating to the ADR Depositary

Citibank, N.A. has been appointed as ADR depositary pursuant to the deposit agreement. Citibank is aan indirect wholly-owned subsidiary of ~~Citicorp,~~Citigroup Inc., a Delaware corporation whose principal office is located in New York, New ~~York, which in turn is a wholly-owned subsidiary of Citigroup Inc.~~York. Citibank is a global financial services organization serving individuals, businesses, governments and financial institutions in approximately 100 countries around the world.

Citibank was originally organized on June 16, 1812, and now is a national banking association organized under the National Bank Act of 1864 of the United States of America. Citibank is primarily regulated by the United States Office of the Comptroller of the Currency. Its principal office is at 399 Park Avenue, New York, NY 10022.

The consolidated balance sheets of Citibank are set forth in ~~Citicorp’s Annual Reports onForm 10-K~~ ~~and in Citicorp’s quarterly financial reviews andForms 10-Q.~~ ~~Citicorp’s Annual Reports~~Citigroup’s most recent annual report onForm 10-K and quarterly ~~financial reviews and~~report on~~Forms~~Form 10-Q, ~~are filed periodically~~each on file with the ~~United States Securities and Exchange Commission, or~~ SEC.

Citibank’s Articles of Association and By-laws, each as currently in effect, together with ~~Citicorp’s~~Citigroup’s most recent annual and quarterly reports will be available for inspection at the Depositary Receipt office of Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013.


*Item 10.C.*	*Material Contracts*

We have not entered into any material contracts since January 1, ~~2005,~~2006, other than in the ordinary course of our business. For information regarding our agreements and transactions with entities affiliated with the SK Group, see “Item ~~6E. Share Ownership”.~~7.B. Related Party Transactions” and note 24 of the notes to our consolidated financial statements. For a description of certain agreements entered into during the past three years related to our capital commitments and obligations, see “Item 5B. Liquidity and Capital Resources”.


*Item 10.D.*	*Exchange Controls*

Korean Foreign Exchange Controls and Securities Regulations

General

The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree, collectively referred to as the Foreign Exchange Transaction Laws, regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies. ~~Under the Foreign Exchange Transaction Laws, non-residents~~Non-residents may invest in Korean securities ~~only~~pursuant to the ~~extent specifically allowed by these laws.~~Foreign Exchange Transaction Laws. The Financial Services Commission of Korea has also adopted, pursuant to its authority under the ~~Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, regulations that restrict investment by foreigners in Korean securities and regulate issuance of securities outside Korea by Korean companies.

~~108~~

Subject to certain limitations, the MOSF has authority to take the following actions under the Foreign Exchange Transaction Laws:


	•	if the Government deems it necessary on account of war, armed conflict, natural disaster or grave and sudden and significant changes in domestic or foreign economic circumstances or similar events or circumstances,

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		the MOSF may temporarily suspend performance under any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange) or impose an obligation to deposit, safe-keep or

	•	sell any means of payment to The Bank of Korea or certain other governmental agencies or financial institutions; and


	•	if the Government concludes that the international balance of payments and international financial markets are experiencing or are likely to experience significant disruption or that the movement of capital between Korea and other countries are likely to adversely affect the Won, exchange rate or other macroeconomic policies, the MOSF may take action to require any person who intends to effect or effects a capital

	•	transaction to deposit all or a portion of the means of payment acquired in such transactions with The Bank of Korea or certain other governmental agencies or financial institutions.

Government Review of Issuances of ADSs

In order for us to issue ADSs in excess of US$30 million, we are required to submit a report to the MOSF with respect to the issuance of the ADSs prior to and after such issuance; provided that such US$30 million threshold amount would be reduced by the aggregate principal amount of any foreign currency loans borrowed, and any securities offered and issued, outside Korea during the one-year period immediately preceding the report’s submission date. The MOSF may at its discretion direct us to take necessary measures to avoid exchange rate fluctuation in connection with its acceptance of report of the issuance of the ADSs.


	•	Under current Korean laws and regulations, the depositary is required to obtain our prior consent for any proposed deposit of common shares if the number of shares to be deposited in such proposed deposit exceeds the number of common shares initially deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent ~~offerings~~issuances of ADSs by us or with our consent and stock dividends or other distributions related to the ADSs).

	•	~~We can give no assurance that we would grant our consent, if our consent is required.~~ In addition to such restrictions under Korean laws and regulations, there are also restrictions on the deposits of our common shares for issuance of ADSs. See “Item 10.B. Memorandum and Articles of ~~Association~~Incorporation — Description of American Depositary Shares”. Therefore, a holder of ADRs who surrenders ADRs and withdraws shares may not be permitted subsequently to deposit those shares and obtain ADRs.

	•	In addition, we are also required to notify the MOSF upon receipt of full proceeds from the offering of ADSs. No additional Korean governmental approval is necessary for the offering and issuance of ADSs.

We submitted a report to and obtained acceptance thereof by the MOSF for the issuance of ADSs up to an amount corresponding to 24,321,893 common shares. No additional Korean governmental approval is necessary for the issuance of ADSs except that if the total number of our common shares on deposit for conversion into ADSs exceeds 24,321,893 common shares, we may be required to file a report to and obtain acceptance thereof by the MOSF with respect to the increase of such limit and the issuance of additional ADSs.

Reporting Requirements for Holders of Substantial Interests

Under the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, any person whose direct or beneficial ownership of shares with voting rights, ~~whether in the form of shares or ADSs,~~ certificates representing the rights to subscribe for shares and equity-related debt securities including convertible bonds and bonds with warrants (collectively referred to as “Equity Securities”), together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with the person, accounts for 5.0% or more of the total outstanding Equity Securities is required to report the status and purpose (in terms of whether the purpose of shareholding is to affect control over management of the issuer) of the holdings to the Financial Services Commission of Korea and the ~~KRX~~Korea Exchange within five business days after reaching the 5.0% ownership interest ~~threshold.~~threshold and promptly deliver a copy of such report to the issuer. In addition, any change (i) in the ownership interest subsequent to the report which equals or exceeds 1.0% of the total outstanding Equity Securities, or (ii) in the shareholding purpose is required to be reported to the Financial Services Commission of Korea and ~~KRX~~the Korea Exchange within five business days from the date of the change. However, reporting deadline of such reporting requirement is

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extended to ~~institutional~~(i) professional investors, as defined under the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act, or (ii) persons who hold shares for purposes other than management control by the tenth day of the month immediately following the month of share acquisition or change in their shareholding. Those who reported the purpose of shareholding is to affect control over management of the

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issuer are prohibited from exercising their voting rights and acquiring additional shares for five days subsequent to the report under the ~~recently amended Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act.

Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment and may result in a loss of voting rights with respect to the ownership of unreported Equity Securities exceeding 5.0%. Furthermore, the Financial Services Commission of Korea may issue an order to dispose of such non-reported Equity Securities.

In addition to the reporting requirements described above, any person whose direct or beneficial ownership of our common shares accounts for 10% or more of the total issued and outstanding shares with voting rights (a “major shareholder”) must report the status ofhis/her shareholding to the Securities and Futures Commission and the ~~KRX~~Korea Exchange within five business days afterhe/she becomes a major shareholder. In addition, any change in the ownership interest subsequent to the report must be reported to the Securities and Futures Commission and the Korea Exchange by the ~~tenth~~fifth business day of ~~the calendar month immediately following the month in which~~ any changes in ~~shareholding have occurred.~~his/her shareholding. Violations of these reporting requirements may subject a person to criminal sanctions, such as fines or imprisonment.

Under the regulations of the Financial Services Commission ~~Regulations newly~~ amended on ~~March 2005,~~February 4, 2009, (i) if a company listed on the ~~Stock~~KRX KOSPI Market ~~(the “KRX Stock Market”)~~ or a company listed on the KRX KOSDAQ Market ~~(the “KRX KOSDAQ Market”)~~ has ~~reported~~submitted a public disclosure of material matters ~~regarding management which have not been disclosed to KRX~~ to a foreign ~~exchange~~financial investment supervisory authority pursuant to the laws of the ~~jurisdiction in which the~~ foreign ~~exchange is located,~~jurisdiction, then it must submit a copy of the public disclosure and a Korean translation ~~of the material matters regarding management that have been reported~~thereof to the ~~foreign exchange to~~Financial Services Commission of Korea and the ~~FSC and KRX,~~Korea Exchange, and (ii) if a KRX ~~Stock~~KOSPI Market-listed company or KRX KOSDAQ Market-listed company ~~has submitted business reports or similar documents to~~is approved for listing on a foreign ~~exchange,~~stock market or determined to be de-listed from the foreign stock market or actually listed on, or de-listed from a foreign stock market, then it must submit a copy of any document, which it submitted to or received from the relevant foreign government, foreign financial investment supervisory authority or the foreign stock market, and a Korean ~~summary~~translation thereof to the ~~FSC~~Financial Services Commission of Korea and ~~KRX.~~the Korea Exchange.

Restrictions Applicable to ADSs

No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares underlying ADSs and the delivery of shares in Korea in connection with the withdrawal, provided that a foreigner who intends to acquire the shares must obtain an investment registration card from the Financial Supervisory Service, as described below. The acquisition of the shares by a foreigner must be reported by the foreigner or his standing proxy in Korea immediately to the Governor of the Financial Supervisory Service.

Persons who have acquired shares as a result of the withdrawal of shares underlying the ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental approval.

In addition, under the ~~new~~ regulations of the Financial Services Commission, effective as of November 30, 2006, we are required to file a securities registration statement with the Financial Services Commission and such securities registration statement has to become effective pursuant to the ~~Korean Securities~~Financial Investment Services and ~~Exchange~~Capital Markets Act in order for us to issue shares represented by ~~ADSs.~~ADSs, except in certain limited circumstances.

Restrictions Applicable to Shares

As a result of amendments to the Foreign Exchange Transaction Laws and the regulations of Financial Services Commission of Korea, together referred to as the Investment Rules, adopted in connection with the stock market opening from January 1992 and after that date, foreigners may invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market, unless prohibited by specific laws. Foreign investors may trade shares listed on the KRX ~~Stock~~ KOSPI

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Market or the KRX KOSDAQ Market only through the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances, including, among others:


	•	odd-lot trading of shares;

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	•	acquisition of shares by a foreign company as a result of a merger;

	•	acquisition or disposal of shares in connection with a tender offer;

	•	acquisition of shares by exercise of warrant, conversion right under convertible bonds, exchange right under exchangeable bonds or withdrawal right under depositary receipts issued outside of Korea by a Korean company (“Converted Shares”);

	•	acquisition of shares through exercise of rights under securities issued outside of Korea;

	•	acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights, including preemptive rights or rights to participate in free distributions and receive dividends;

	•	over-the-counter transactions between foreigners of a class of shares for which the ceiling on aggregate acquisition by foreigners, as explained below, has been reached or exceeded;

	•	acquisition of shares by direct investment under the Foreign Investment Promotion Law;

	•	acquisition and disposal of shares on an overseas stock exchange market, if such shares are simultaneously listed on the KRX ~~Stock~~KOSPI Market or KRX KOSDAQ Market and such overseas stock exchange; and

	•	arm’s length transactions between foreigners in the event all such foreigners belong to an investment group managed by the same person.

Forover-the-counter transactions of shares between foreigners outside the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market for shares with respect to which the limit on aggregate foreign ownership has been reached or exceeded, a ~~securities~~financial investment company ~~licensed~~with a brokerage license in Korea must act as an intermediary. Odd-lot trading of shares outside the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market must involve a ~~licensed securities~~financial investment company with a dealing license in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions through borrowing shares from ~~securities~~financial investment companies with respect to shares which are subject to a foreign ownership limit.

The Investment Rules require a foreign investor who wishes to invest in shares for the first time on the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market (including Converted Shares) and shares being publicly offered for initial listing on the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market to register its identity with the Financial Supervisory Service prior to making any such investment; however, the registration requirement does not apply to foreign investors who acquire Converted Shares with the intention of selling such Converted Shares within three months from the date of acquisition of the Converted Shares or who acquire the shares in anover-the-counter transaction or dispose of shares where such acquisition or disposal is deemed to be a foreign direct investment pursuant to the Foreign Investment Promotion Law. Upon registration, the Financial Supervisory Service will issue to the foreign investor an investment registration card which must be presented each time the foreign investor opens a brokerage account with a ~~securities~~financial investment company or financial institution in Korea. Foreigners eligible to obtain an investment registration card include foreign nationals who ~~are individuals~~have not been residing in Korea for a consecutive period of six months or longer, foreign governments, foreign municipal authorities, foreign public institutions, international financial institutions or similar international organizations, corporations incorporated under foreign laws and any person in any additional category designated by decree of the MOSF. All Korean offices of a foreign corporation as a group are treated as a separate foreigner from the offices of the corporation outside Korea for the purpose of investment registration. However, a foreign corporation or depositary issuing depositary receipts may obtain one or more investment registration cards in its name in certain circumstances as described in the relevant regulations.

Upon a foreign investor’s purchase of shares through the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market, no separate report by the investor is required because the investment registration card system is designed to control and oversee foreign investment through a computer system. However, where a foreign investor acquires or sells

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shares outside the KRX ~~Stock~~KOSPI Market and the KRX KOSDAQ Market, such acquisition or sale of shares must be reported by the foreign investor or his standing proxy to the Governor at the time of each such acquisition or sale; provided, however, that a foreign investor must ensure that any acquisition or sale by it of shares outside the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market in the case of trades in connection with a tender offer, odd-lot trading of shares or trades of a class of shares for which the aggregate foreign ownership limit has been reached or exceeded, is reported to the Governor by the Korea Securities Depository, financial investment companies with a dealing or brokerage license or securities ~~company~~finance companies engaged to facilitate such transaction. In the event a foreign

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investor desires to acquire or sell shares outside the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market and the circumstances in connection with such sale or acquisition do not fall within the exceptions made for certain limited circumstances described above, then the foreign investor must obtain the prior approval of the Governor. In addition, in the event a foreign investor acquires or sells shares outside the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market, a prior report to the Bank of Korea may also be required in certain circumstances. A foreign investor must appoint one or more standing proxies ~~from~~ among the Korea Securities Depository, foreign exchange banks ~~including~~(including domestic branches of foreign ~~banks, securities~~banks), financial investment companies ~~including domestic branches of~~with a dealing, brokerage or collective investment license and certain eligible foreign ~~securities companies, asset management companies, futures trading companies and internationally recognized~~ custodians which will act as a standing proxy to exercise shareholders’ rights, or perform any matters related to the foregoing activities if the foreign investor does not perform these activities himself. Generally, a foreign investor may not permit any person, other than its standing proxy, to exercise rights relating to its shares or perform any tasks related thereto on its behalf. However, a foreign investor may be exempted from complying with these standing proxy rules with the approval of the Governor in cases deemed inevitable by reason of conflict between laws of Korea and the home country of the foreign investor.

Certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea. ~~Only~~The Korea Securities Depository, foreign exchange banks ~~including~~(including domestic branches of foreign ~~banks, securities~~banks), financial investment companies ~~including domestic branches of~~with a dealing, brokerage or collective investment license and certain eligible foreign ~~securities companies, the Korea Securities Depository, asset management companies, futures trading companies and internationally recognized~~ custodians are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits its shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of the Governor in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.

Under the Investment Rules, with certain exceptions, foreign investors may acquire shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, designated public corporations are subject to a 40.0% ceiling on the acquisition of shares by foreigners in the aggregate. Designated public corporations may set a ceiling on the acquisition of shares by a single person within 3.0% of the total number of shares in their articles of ~~association.~~incorporation. Currently, Korea Electric Power Corporation is the only designated public corporation which has set such a ceiling. Furthermore, an investment by a foreign investor of not less than 10.0% of the outstanding shares with voting rights of a Korean company is defined as a direct foreign investment under the Foreign Investment Promotion Law, which is, in general, subject to the report to, and acceptance by, the Ministry of Knowledge Economy of Korea, which delegates its authority to foreign exchange banks or the Korea Trade-Investment Promotion Agency under the relevant regulations. The acquisition of our shares by a foreign investor is also subject to the restrictions prescribed in the Telecommunications Business Act. The Telecommunications Business Act generally limits the maximum aggregate foreign shareholdings in us to 49.0% of the outstanding shares. A foreigner who has acquired shares in excess of such restriction described above may not exercise its voting rights with respect to the shares exceeding such limitations, and may be subject to corrective orders.

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to make a portfolio investment in shares of a Korean company listed on the KRX ~~Stock~~KOSPI Market or the KRX KOSDAQ Market must designate a foreign exchange bank at which he must open a foreign currency account and a Won account exclusively for stock investments. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened at a securities company. Funds in the foreign currency account may be remitted abroad without any governmental approval.

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Dividends on shares are paid in Won. No governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any such shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any such shares held by a non-resident of Korea must be deposited either in a Won account with the investor’s securities company or the investor’s Won account. Funds in the investor’s Won account may be transferred to his foreign currency account or withdrawn for local living expenses, provided that any withdrawal of local living expenses in excess of a certain amount is reported to the tax authorities by the foreign exchange bank at which the Won account is maintained. Funds in the investor’s Won account may

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also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive rights.

~~Securities~~Financial investment companies ~~and asset management companies~~with a securities dealing, brokerage or collective investment license are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, these ~~securities companies and asset management~~financial investment companies may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.


*Item 10.E.*	*Taxation*

United States Taxation

This summary describes certain material U.S. federal income tax consequences for a U.S. holder (as defined below) of acquiring, owning, and disposing of common shares or ADSs. This summary applies to you only if you hold the common shares or ADSs as capital assets for tax purposes. This summary does not apply to you if you are a member of a class of holders subject to special rules, such as:


	•	a dealer in securities or currencies;

	•	a trader in securities that elects to use amark-to-market method of accounting for securities holdings;

	•	a bank;

	•	a life insurance company;

	•	a tax-exempt organization;

	•	a person that holds common shares or ADSs that are a hedge or that are hedged against interest rate or currency risks;

	•	a person that holds common shares or ADSs as part of a straddle or conversion transaction for tax purposes;

	•	a person whose functional currency for tax purposes is not the U.S. dollar; or

	•	a person that owns or is deemed to own 10% or more of any class of our stock.

This summary is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed regulations promulgated thereunder, and published rulings and court decisions, all as currently in effect. These laws are subject to change, possibly on a retroactive basis.

Please consult your own tax advisers concerning the U.S. federal, state, local, and other tax consequences of purchasing, owning, and disposing of common shares or ADSs in your particular circumstances.

For purposes of this summary, you are a “U.S. holder” if you are the beneficial owner of a common share or an ADS and are:


	•	a citizen or resident of the United States; )

	•	a U.S. domestic corporation; or

	•	otherwise subject to U.S. federal income tax on a net income basis with respect to income from the common share or ADS.

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In general, if you are the beneficial owner of ADSs, you will be treated as the beneficial owner of the common shares represented by those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange an ADS for the common share represented by that ADS.

Dividends

The gross amount of cash dividends that you receive (prior to deduction of Korean taxes) generally will be subject to U.S. federal income taxation as foreign source dividend income and will not be eligible for the dividends received deduction. Dividends paid in Won will be included in your income in a U.S. dollar amount calculated by

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reference to the exchange rate in effect on the date of your receipt of the dividend, in the case of common shares, or the depositary’s receipt, in the case of ADSs, regardless of whether the payment is in fact converted into U.S. dollars. If such a dividend is converted into U.S. dollars on the date of receipt, you generally should not be required to recognize foreign currency gain or loss in respect of the dividend income.

Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends received by an individual prior to January 1, 2011 with respect to the ADSs will be subject to taxation at a maximum rate of 15% if the dividends are “qualified dividends”. Dividends paid on the ADSs will be treated as qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United States and (ii) ~~the Company was~~we were not, in the year prior to the year in which the dividend was paid, and isare not, in the year in which the dividend is paid, a passive foreign investment company as defined for U.S. federal income tax purposes (“PFIC”). The ADSs are listed on the New York Stock Exchange, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on ~~the Company’s~~our audited financial statements, ~~and relevant market and shareholder data, the Company believes~~we believe that ~~it was~~we were not ~~treated as~~ a PFIC ~~for U.S. federal income tax purposes with respect to its 2006~~in 2007 or ~~2007~~2008 taxable year. In addition, based on ~~the Company’s~~our audited financial statements and ~~its~~ current expectations regarding ~~the value~~our income, assets and ~~nature of its assets, the sources and nature of its income, and relevant market and shareholder data, the Company does~~activities, we do not anticipate becoming a PFIC for ~~its 2008~~our 2009 taxable year.

Distributions of additional shares in respect of common shares or ADSs that are made as part of a pro-rata distribution to all of our stockholders generally will not be subject to U.S. federal income tax.

Sale or Other Disposition

For U.S. federal income tax purposes, gain or loss you realize on a sale or other disposition of common shares or ADSs generally will be treated as U.S. source capital gain or loss, and will be long-term capital gain or loss if the common shares or ADSs were held for more than one year. Your ability to offset capital losses against ordinary income is limited. Long-term capital gain recognized by an individual U.S. holder generally is subject to taxation at reduced rates.

Foreign Tax Credit Considerations

You should consult your own tax advisers to determine whether you are subject to any special rules that limit your ability to make effective use of foreign tax credits, including the possible adverse impact of failing to take advantage of benefits under the income tax treaty between the United States and Korea. If no such rules apply, you may claim a credit against your U.S. federal income tax liability for Korean taxes withheld from dividends on the common shares or ADSs, so long as you have owned the common shares or ADSs (and not entered into specified kinds of hedging transactions) for at least a16-day period that includes the ex-dividend date. Instead of claiming a credit, you may, if you so elect, deduct such Korean taxes in computing your taxable income, subject to generally applicable limitations under U.S. tax law. Korean taxes withheld from a distribution of additional shares that is not subject to U.S. tax may be treated for U.S. federal income tax purposes as imposed on “general limitation” income. Such treatment could affect your ability to utilize any available foreign tax credit in respect of such taxes.

Any Korean securities transaction tax or agriculture and fishery special surtax that you pay will not be creditable for foreign tax credit purposes.

Foreign tax credits will not be allowed for withholding taxes imposed in respect of certain short-term or hedged positions in securities and may not be allowed in respect of arrangements in which a U.S. holder’s expected economic profit is insubstantial.

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The calculation of foreign tax credits and, in the case of a U.S. holder that elects to deduct foreign taxes, the availability of deductions involve the application of complex rules that depend on a U.S. holder’s particular circumstances. You should consult your own tax advisers regarding the creditability or deductibility of such taxes.

U.S. Information Reporting and Backup Withholding Rules

Payments of dividends and sales proceeds that are made within the United States or through certainU.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding

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unless the holder (i) is a corporation or other exempt recipient and demonstrates this when required or (ii) provides a taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred. Holders that are not U.S. persons generally are not subject to information reporting or backup withholding. However, such a holder may be required to provide a certification of itsnon-U.S. status in connection with payments received within the United States or through aU.S.-related financial intermediary.

Korean Taxation

The following is a summary of the principal Korean tax consequences to owners of the common shares or ADSs, as the case may be, who are non-resident individuals or non-Korean corporations without a permanent establishment in Korea to which the relevant income is attributable or with which the relevant income is effectively connected (“Non-resident Holders”). The statements regarding Korean tax laws set forth below are based on the laws in force and as interpreted by the Korean taxation authorities as of the date hereof. This summary is not exhaustive of all possible tax considerations ~~applies~~which may apply to ~~you so long~~a particular investor and potential investors are advised to satisfy themselves as ~~you~~to the overall tax consequences of the acquisition, ownership and disposition of the common shares or ADSs, including specifically the tax consequences under Korean law, the laws of the jurisdiction of which they are ~~not:~~resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisors.


	•	~~a resident of Korea;~~

	•	~~a corporation organized under Korean law; or~~

	•	~~engaged in a trade or business in Korea through a permanent establishment or a fixed base to which the relevant income is attributable or with which the relevant income is effectively connected.~~

Tax on Dividends

Dividends on the ~~Shares~~common shares or ADSs

We paid (whether in cash or in shares) to a Non-resident Holder will ~~deduct~~be subject to Korean withholding tax from dividends paid to you at a rate of 27.5% (including resident surtax). If you are a qualified resident in a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax. For example, if you are a qualified resident of the United States for purposes of the income tax treaty between the United States and Korea, and you are the “beneficial owner” of a dividend, generally, a reduced withholding taxtaxes at the rate of ~~16.5%, will apply. However, in~~22% (including local surtax) or such lower rate as is applicable under a treaty between Korea and such Non-resident Holder’s country of tax residence. Free distributions of shares representing a capitalization of certain capital surplus reserves may be subject to Korean withholding taxes.

The tax is withheld by the ~~event~~payer of the ~~recipient~~dividend. Since the payer is ~~a corporation (the “recipient corporation”), a~~required to withhold the tax, Korean law does not entitle the person who was subject to the withholding of Korean tax ~~rate of 11.0% will apply,~~~~provided that~~~~(i) during~~to recover from the Government any part of the taxable year of the company making the dividend payment (the “paying corporation”) that precedes the dividend payment date, and during the entirety of the prior taxable year (if any), at least 10% of the outstanding shares of the voting stock of the paying corporation was owned by the recipient corporation, and (ii) not more than 25% of the gross income of the paying corporation for such prior taxable year (if any) consisted of interest or dividends (other than interest derived from the operation of a banking, insurance, or financing business and dividends or interest received from subsidiary corporation, 50% or more of the outstanding shares of the voting stock of which is owned by the paying corporation at the time such dividends or interest is received).

~~In order to obtain the benefits of a reduced withholding tax rate under the treaty, you must submit to us, prior to the dividend payment date, such evidence of residence as may be required by the~~ Korean tax ~~authorities. Evidence of residence may be submitted to us through the ADR depositary. Excess taxes~~ withheld, ~~are generally not recoverable,~~ even if ~~you~~it subsequently ~~produce~~produces evidence that ~~you were~~it was entitled to have tax withheld at a lower ~~rate.~~rate, except in certain limited circumstances.

~~If we distribute to you shares representing~~Tax on Capital Gains

As a general rule, capital gains earned by Non-resident Holders upon transfer of ~~certain capital reserves~~the common shares or ~~asset revaluation reserves into paid-in capital, that distribution may be regarded as dividend and, as such,~~ADSs are subject to Korean withholding ~~tax.~~tax at the lower of (i) 11% (including local surtax) of the gross proceeds realized or (ii) 22% (including local surtax) of the net realized gains (subject to the production of satisfactory evidence of the acquisition costs and certain direct transaction costs), unless exempt from Korean income taxation under the effective Korean tax treaty with the Non-resident Holder’s country of tax residence.

~~Taxation of Capital Gains~~

~~You may~~However, a Non-resident Holder will not be ~~exempt from~~subject to Korean income taxation on capital gains ~~from~~realized upon the sale of the common shares through the KRX KOSPI Market if ~~you have~~the Non-resident Holder (i) has no permanent establishment in Korea and (ii) did not or has not owned ~~together~~(together with any shares owned by any entity with certain ~~related parties, less than 25.0%~~special relationship with such Non-resident Holder) 25% or more of ~~our~~the total issued and outstanding shares of us at any time during the calendar year ofin which the sale occurs and during the five calendar years ~~before~~prior to the calendar year ~~of sale, and~~in which the sale ~~is made through the KRX Stock Market or the KRX KOSDAQ Market. As for the ADSs, according to a ruling issued by Korean taxation authorities,~~occurs.

It should be noted that capital gains earned by ~~a non-resident holder from the transfer of ADSs outside Korea are not subject to Korean taxation, irrespective~~you (regardless of whether ~~or not such holder has a permanent establishment in Korea. Under the Special Tax Treatment Control Law, capital gains earned by a non-resident holder (whether or not such holder has~~you have a permanent establishment in Korea) from ~~the~~a transfer of ADSs outside Korea will generally be exempt from Korean income taxation, provided

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that the ADSs are deemed to have been issued overseas. If and when an owner of the underlying common shares transfers the ADSs following the conversion of the underlying shares for ADSs, such person will not be exempt from Korean income taxation and will be obligated to file a corporate income tax return and pay tax on gain realized from such transfer unless a purchaser or a licensed financial investment company, as the case may be, withholds and remits the tax on capital gains derived from transfer of ADSs.

Inheritance Tax and Gift Tax

Korean inheritance tax is imposed upon (1) all assets (wherever located) of the deceased if at the time of his death he was domiciled in Korea and (2) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. The taxes are imposed if the value of the relevant property is above a certain limit and vary according to the identity of the parties involved.

Under Korean inheritance and gift tax laws, securities issued ~~outside Korea~~ by a Korean company, which are denominated in foreign currency or satisfy certain criteria established by the Ministry of Strategy and Finance are exempt from Korean taxation. The Korean tax authorities have issued a tax ruling confirming that receipts (which would include the ADSs)corporation are deemed to be located in Korea irrespective of where they are physically located or by whom they are owned.

Securities Transaction Tax

Securities transaction tax is imposed on the transfer of shares issued by a Korean corporation or the right to subscribe for such shares generally at the rate of 0.5% of the sales price. In the case of the transfer of shares listed on the KRX KOSPI Market (such as the common shares), the securities ~~issued~~transaction tax is imposed generally at the rate of (i) 0.3% of the sales price of such shares (including agricultural and fishery special surtax thereon) if traded on the KRX KOSPI Market or (ii) subject to certain exceptions, 0.5% of the sales price of such shares if traded outside ~~Korea~~the KRX KOSPI Market.

Securities transaction tax or the agricultural and fishery special surtax is not applicable if (i) the shares or rights to subscribe for shares are listed on a designated foreign stock exchange and (ii) the sale of the shares takes place on such exchange.

Securities transaction tax, if applicable, must be paid by the ~~issuer~~transferor of the ~~underlying stock. Further,~~shares or rights, in principle. When the transfer is effected through a securities settlement company, such settlement company is generally required to withhold and pay (to the tax authority) the tax, and when such transfer is made through a financial investment company with a brokerage license only, such company is required to withhold and pay the tax. Where the transfer is effected by a Non-resident Holder without a permanent establishment in Korea, other than through a securities settlement company or a financial investment company with a brokerage license, the transferee is required to withhold the securities transaction tax. Failure to do so will result in the imposition of penalties equal to the sum of (i) between 10% to 40% of the tax amount due, depending on the nature of the improper reporting, and (ii) 10.95% per annum on the tax amount due for the default period.

Tax Treaties

Currently, Korea has income tax treaties with a number of countries, inter alia, Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Italy, Japan, Luxembourg, Ireland, the Netherlands, New Zealand, Norway, Singapore, Sweden, Switzerland, the United Kingdom and the United States of America under which the rate of withholding tax on dividend and interest is reduced, generally to between 5% and 16.5% (including local surtax), and the tax on capital gains ~~earned~~derived by a non-resident from the transfer of ~~stocks~~securities issued by a Korean company ~~are also exempt from Korean taxation, if listed or registered and sold through an overseas securities exchange having functional similarity~~is often eliminated.

Each Non-resident Holder of common shares should inquire for itself whether it is entitled to the ~~KRX Stock Market or the KRX KOSDAQ Market under the Korean Securities and Futures Exchange Act.~~

~~115~~

If you are subject to tax on capital gains with respect to the sale of ADSs, or of shares which you acquired as a result of a withdrawal, your gain will be calculated based on your cost of acquiring the ADSs representing such shares, although there are no specific Korean tax provisions or rulings on this issue. In the absence of the applicationbenefits of a tax treaty ~~which exempts or reduces~~with Korea. It is the ~~rate of tax on capital gains, the amount of Korean tax imposed on your capital gains will be the lesser of 11.0% (including resident surtax)~~responsibility of the ~~gross realization proceeds or, subject to production~~party claiming the benefits of ~~satisfactory evidence of acquisition cost and transfer expenses of the ADSs, 27.5% of the net capital gains. Under theKorea-United~~ ~~States Tax Treaty, a U.S. resident is generally exempt from Korean taxation on gains from the sale, exchange or other disposition of our Shares or ADSs, subject to certain exceptions.~~

If you sell your shares or ADSs, the purchaser or, in the case of the sale of shares on the KRX Stock Market or through a licensed securities company in Korea, the licensed securities company, is required to withhold Korean tax from the sales price in an amount equal to 11.0% of the gross realization proceeds and to make payment of such amounts to the Korean tax authority, unless you establish your entitlement to an exemption or lower rate of taxation under an applicable tax treaty or produce satisfactory evidence of your acquisition and transfer costs for the ADSs. To obtain the benefit of an exemption or reduced rate of tax pursuant to a tax treaty ~~you must~~in respect of interest, dividend, capital gains or “other income” to submit to us (or our agent), the purchaser or the ~~securities~~financial investment company ~~(or through the ADR depositary),~~with a brokerage license, as the case may be, prior to or at the time of payment, such evidence of ~~your~~ tax residence of the party claiming the treaty benefit as the Korean tax authorities may require in support of ~~your~~its claim for treaty protection. In ~~addition,~~the absence of sufficient proof, we (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, must withhold tax at the normal rates.

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Furthermore, in order for a non-resident of Korea to obtain the benefits of tax exemption on certain Korean source income (e.g., capital gains and interest) under an applicable tax treaty, Korean tax law requires asuch non-resident ~~seller~~(or its agent) to submit to the ~~relevant tax office (through the~~ payer of ~~the~~such Korean source income ~~subject to certain exceptions)~~ an application for a tax exemption ~~by the 9th day of the month following the month in which the first payment date falls,~~along with a certificate of tax ~~residence~~residency of ~~the seller~~such non-resident issued by a competent authority of the ~~seller’s~~non-resident’s country of tax residence, ~~country,~~subject to ~~obtain~~certain exceptions. The payer of such Korean source income, in turn, is required to submit such application to the ~~benefit~~relevant district tax office by the ninth day of athe month following the date of the first payment of such income.

At present, Korea has not entered into any tax treaty ~~exemption available under applicable tax treaties. However, this requirement will not apply~~relating to exemptions under Korean tax law. In the event the amount withheld exceeds the actual amount of tax payable, you may request a refund of the excess withheld amount no later than three years after the tax initially became due and payable; provided, however, that the initial payment report was timely filed with the Korean tax authorities.

~~Inheritance Tax And Gift Tax~~

If you die while holding an ADS or transfer an ADS as a gift, it is unclear whether you will be treated as the owner of the shares underlying the ADSs for Korean inheritance and gift tax purposes. If you are treated as the owner of the shares, the heir or the donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance or gift ~~tax presently at the rate of 10.0% to 50.0%.~~

If you die while holding a share or donate a share, the heir or donee (or in certain circumstances, you as the donor) will be subject to Korean inheritance or gift tax at the same rate as indicated above.

~~Securities Transaction Tax~~

You will not pay a securities transaction tax on your transfer of ADSs. If you transfer shares, you will be subject to a securities transaction tax at the rate of 0.15% and an agricultural and fishery special tax at the rate of 0.15% of the sale price of the share when traded on the KRX Stock Market. If you transfer shares through the KRX KOSDAQ Market, you will be subject to a securities transaction tax at the rate of 0.3% of the sales price of the shares. If your transfer is not made on the KRX Stock Market or the KRX KOSDAQ Market, subject to certain exceptions, you will be subject to a securities transaction tax at the rate of 0.5% and will not be subject to an agricultural and fishery special tax.

According to a tax ruling issued by the Korean tax authorities, foreign shareholders will not be subject to a securities transaction tax upon the deposit of underlying shares and receipt of depositary shares or upon the surrender of depositary shares and withdrawal of originally deposited underlying shares. Moreover, to date, the imposition of securities transaction tax has not been enforced on the transfers of ADSs. However, the Ministry of Strategy and Finance recently issued a ruling on February 25, 2004 to the Korean National Tax Service, holding that depositary shares fall under the meaning of share certificates that are subject to the securities transaction tax. In the ruling, the Ministry of Strategy and Finance treats the transfers of depositary shares the same as the transfer of the underlying Korean shares. Under Korean tax laws, transfers of depositary shares listed or registered on the New York Stock Exchange, NASDAQ National Market, or other foreign exchanges designated by the Ministry of

~~116~~

Strategy and Finance (which are the (i) Tokyo Stock Exchange, (ii) London Stock Exchange, (iii) Deutsche Stock Exchange, and a stock exchange with functions similar to (i), (ii) or (iii) above, on which trading is done by standardized procedure as set forth in the Enforcement Regulation of the Korean Securities and Exchange Act) will be exempted from the securities transaction tax. However, recently, the Seoul Administrative Court reached a completely different decision on the imposition of securities transaction tax on the transfer of depositary receipts. It is currently unclear whether higher courts will uphold or overturn the Seoul Administrative Court’s decision, and, until the highest court makes a final ruling on such decision, it is likely that the 2004 tax ruling will continue to apply.

Securities transaction tax, if applicable, must be paid in principle by the transferor of the shares or the rights to subscribe to such shares. When the transfer is effected through a securities settlement company, the settlement company is generally required to withhold and pay the tax to the tax authority. When the transfer is made through a securities company, the securities company is required to withhold and pay the tax. Where the transfer is effected by a non-resident without a permanent establishment in Korea, other than through a securities settlement company or a securities company, the transferee is required to withhold the securities transaction tax.

Failing to report, or under-reporting, the securities transaction tax will result in a penalty of between 10% and 40% of the actual tax amount due, depending on the nature of the improper reporting. The failure to pay the securities transaction tax due will result in imposition of interest at 10.95% per annum on the unpaid tax amount for the period from the day immediately following the last day of tax payment period to the day of issuance of tax notice. The penalty is imposed on the party responsible for paying the securities transaction tax or, if the securities transaction tax is to be withheld, the penalty is imposed on the party that has the withholding obligation.


*Item 10.F.*	*Dividends and Paying Agents*

Not applicable.


*Item 10.G.*	*Statements by Experts*

Not applicable.


*Item 10.H.*	*Documents on Display*

We file reports, including annual reports onForm 20-F, and other information with the SEC pursuant to the rules and regulations of the SEC that apply to foreign private issuers. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at1-800-SEC-0330. Any filings we make electronically will be available to the public over the Internet at the SEC’s Website athttp://www.sec.gov.

Documents filed with annual reports and documents filed or submitted to the SEC are also available for inspection at our principal business office during normal business hours. Our principal business office is located at SK T-Tower, 11, Euljiro 2-ga, Jung-gu, Seoul100-999, Korea.


*Item 10.I.*	*Subsidiary Information*

Not applicable.


Item 11.	*QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK*

Exchange Rate and Interest Rate Risks

We are exposed to foreign exchange rate and interest rate risk primarily associated with underlying liabilities. We have entered intofloating-to-fixed cross currency swap contracts to hedge foreign currency and interest rate ~~risk~~risks with respect to long-term borrowings of US$100 million borrowed in October 2006, ~~and to hedge the foreign currency and interest rate risk with respect to long-term borrowings of~~Yen 12.5 billion borrowed in November 2007, US$~~400~~150 million borrowed in ~~July 2007.~~November 2008. We have also entered intofloating-to-fixed interest rate swap contracts to hedge the interest rate ~~risk~~risks of a floating rate discounted bill with face amounts totaling Won 200 billion borrowed in June 2006 and ~~to hedge the foreign~~

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~~currency risk and interest~~long-term floating rate ~~risk of Japanese Yen-denominated bonds~~borrowings with face amounts totaling ~~Yen 12.5~~Won 500 billion borrowed in ~~November 2007.~~July and August 2008. In addition, we have entered into afixed-to-fixed cross currency swap ~~contract~~contracts to hedge the foreign currency ~~risk~~risks of our investment in U.S. dollar-denominated equity securities of China ~~Unicom.~~Unicom and long-term borrowing of US$400 million borrowed in July 2007.

See note 2827 of the notes to our consolidated financial statements. We may consider in the future entering into other such transactions solely for hedging purposes.

The following discussion and tables, which constitute “forward looking statements” that involve risks and uncertainties, summarize our market-sensitive financial instruments including fair value, maturity and contract terms. These tables address market risk only and do not present other risks which we face in the normal course of business, including country risk, credit risk and legal risk.

115

Exchange Rate Risk

Korea is our main market and, therefore, substantially all of our cash flow is denominated in Won. We are exposed to foreign exchange risk related to foreign currency denominated liabilities. These liabilities relate primarily to foreign currency denominated debt, all in Dollars and Yen. A 10% change in the exchange rate between the Won and all foreign currencies would result in a change in net liabilities (total monetary liabilities minus total monetary assets) of approximately ~~1.66%~~0.74% or Won ~~13.7~~16.9 billion as of December 31, ~~2007.~~2008.

Interest Rate Risk

We are also subject to market risk exposure arising from changing interest rates. The following table summarizes the carrying amounts and fair values, maturity and contract terms of our exchange rate and interest sensitive short-term and long-term liabilities as of December 31, ~~2007:~~2008:


	Maturities																														Maturities
	2008				2009				2010				2011				2012				Thereafter				Total			Fair Value			2009			2010			2011			2012			2013			Thereafter			Total		Fair Value
	(In billions of Won, except for percentage data)																														(In billions of Won, except for percentage data)

Local currency:
Fixed rate	W	541	.8		W	360	.6		W	203	.5		W	192	.8		W	—			W	575	.7		W	1,874	.4	W	1,822	.9	W	792.5		W	470.6		W	537.6		W	5.5		W	441.7		W	769.6		W	3,017.5	W	3,063.7
Average weighted rate⁽¹⁾		5	.62	%		5	.30	%		4	.15	%		3	.12	%		0	.00	%		4	.86	%
Average weighted rate(1)																																6.33	%		5.93	%		6.15	%		5.91	%		5.75	%		5.20	%
Variable rate		3	.7			0	.3			200	.1			—				—				—				204	.1		204	.1		300.3			0.1			700.0			—			—			—			1,000.4		1,000.4
Average weighted rate⁽¹⁾		6	.70	%		3	.72	%		5	.82	%		0	.00	%		0	.00	%		0	.00	%

Average weighted rate(1)																																7.31	%		3.25	%		4.93	%		0.00	%		0.00	%		0.00	%
Sub-total		545	.5			360	.9			403	.6			192	.8			—				575	.7			2,078	.5		2,027	.0		1,092.8			470.7			1,237.6			5.5			441.7			769.6			4,017.9		4,064.1

Foreign currency:
Fixed rate		1	.6			265	.2			28	.3			279	.7			—				368	.4			943	.2		981	.2		279.6			—			375.6			649.9			—			494.0			1,799.1		2,202.5
Average weighted rate⁽¹⁾		3	.18	%		0	.00	%		9	.97	%		4	.28	%		0	.00	%		6	.75	%
Average weighted rate(1)																																0.00	%		0.00	%		4.25	%		0.00	%		0.00	%		6.63	%
Variable rate		0	.9			—				—				—				103	.7			93	.8			198	.4		198	.4		—			187.3			—			173.7			125.8			—			486.8		486.7
Average weighted rate⁽¹⁾		6	.86	%		0	.00	%		0	.00	%		0	.00	%		1	.45	%		4	.94	%

Average weighted rate(1)																																0.00	%		4.51	%		0.00	%		1.38	%		0.00	%		0.00	%
Sub-total		2	.5			265	.2			28	.3			279	.7			103	.7			462	.2			1,141	.6		1,179	.6		279.6			187.3			375.6			823.6			125.8			494.0			2,285.9		2,689.2

Total	W	548	.0		W	626	.1		W	431	.9		W	472	.5		W	103	.7		W	1,037	.9		W	3,220	.1	W	3,206	.6	W	1,372.4		W	658.0		W	1,613.2		W	829.1		W	567.5		W	1,263.6		W	6,303.8	W	6,753.3


(1)		Weighted average rates of the portfolio at the period end.

A 1.0% change in interest rates would result in a change of approximately ~~1.23%~~4.12% in the fair value of our liabilities resulting in a Won ~~34.5~~203.5 billion change in their value as of December 31, ~~2007~~2008 and a Won ~~4,026~~14,871 million annualized change in interest expenses.


Item 12.	*DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES*

Not applicable.

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PART II


Item 13.	*DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES*

None.


Item 14.	*MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS*

None.


Item 15.	*CONTROLS AND PROCEDURES*

Our management has evaluated, with the participation of our Chief Executive Officers and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined inRules 13a-15(e) and

116

15d-15(e) under the Exchange Act, as of December 31, ~~2007.~~2008. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our Chief Executive Officers and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~Commission’s~~SEC’s rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officers and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined inRules 13a-15(f) and15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our management, including our Chief Executive Officers and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the Republic of Korea and accounting principles generally accepted in the United States of America. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, ~~2007.~~2008. The effectiveness of our internal control over financial reporting as of December 31, ~~2007~~2008 has been audited by Deloitte Anjin LLC, an independent registered public accounting firm, as stated in its report which is included herein.

Attestation Report of the Registered Public Accounting Firm

The attestation report of our independent registered public accounting firm is furnished in Item 18 of thisForm 20-F.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during ~~2007~~2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~119~~


Item 16.	*RESERVED*


Item 16A.	*AUDIT COMMITTEE FINANCIAL EXPERT*

At our annual shareholders’ meeting in March 2008, our shareholders elected the following three members of the Audit Committee: Dal Sup Shim, Hyun Chin Lim and Jae Ho Cho. In addition, they determined and designated that Jae Ho Cho is an “audit committee financial expert” within the meaning of this Item 16A. The board of directors have approved this newly elected Audit Committee, and reaffirmed the determination by our shareholders that Jae Ho Cho is an audit committee financial expert and further determined that he is independent within the meaning of applicable ~~Securities and Exchange Committee~~SEC rules and the listing standards of the New York Stock Exchange. See “Item 6.C. Board Practices — Audit Committee” for additional information regarding our Audit Committee.

117


Item 16B.	*CODE OF ETHICS*

Code of Ethics for Chief Executive Officer, Chief Financial Officer and Controller

We have a code of ethics that applies to our Chief Executive Officers, senior accounting officers and employees. We also have internal control and disclosure policy designed to promote full, fair, accurate, timely and understandable disclosure in all of our reports and publicly filed documents. A copy of our code of ethics is available on our website atwww.sktelecom.com. If we amend the provisions of our code of ethics that apply to our Chief Executive Officers, Chief Financial Officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website.


Item 16C.	*PRINCIPAL ACCOUNTANT FEES AND SERVICES*

The table sets forth the fees we paid to our independent registered public accounting firm Deloitte Anjin LLC for the year ended December 31, ~~2006~~2007 and ~~2007,~~2008, respectively:

Years Ended December 31,
2006 2007
(In millions of Won)

Audit W 1,220 .5 W 1,401 .3
Audit Related W 81 .1 W 61 .3
Tax W 277 .0 W 70 .8
All Other Fees W — W —

Total W 1,578 .6 W 1,533 .4


	Years Ended December 31,
	2007		2008
	(In millions of Won)

Audit Fees	W	1,220.5	W	1,687.0
Audit-Related Fees	W	81.1	W	—
Tax Fees	W	277.0	W	229.7
All Other Fees	W	—	W	—
Total	W	1,578.6	W	1,916.7

“Audit Fees”are the aggregate fees billed by Deloitte Anjin LLC in ~~2006~~2007 and ~~2007,~~2008, respectively, for the audit of our consolidated annual financial statements, reviews of interim financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.

“Audit-Related Fees”are fees charged by Deloitte Anjin LLC in ~~2006~~2007 and ~~2007,~~2008, respectively, for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit Fees”. This category comprises fees billed for advisory services associated with our financial reporting.

“Tax Fees”are fees for professional services rendered by Deloitte Anjin LLC in ~~2006~~2007 and ~~2007,~~2008, respectively, for tax compliance, tax advice on actual or contemplated transactions.

Fees disclosed under the category ~~“All~~“All Other ~~Fees”~~Fees” are fees for professional services rendered by Deloitte Anjin LLC in ~~2006~~2007 and ~~2007,~~2008, respectively, primarily for business consulting.

Pre-Approval of Audit and Non-Audit Services Provided by Independent Registered Public Accounting Firm

Our audit committee pre-approves all audit services to be provided by Deloitte Anjin LLC, our independent registered public accounting firm. Our audit committee’s policy regarding the pre-approval of non-audit services to be provided to us by our independent auditors is that all such services shall be pre-approved by the Audit

~~120~~

Committee. Non-audit services that are prohibited to be provided to us by our independent auditors under the rules of the ~~Securities and Exchange Commission~~SEC and applicable law may not be pre-approved. In addition, prior to the granting of any pre-approval, our audit committee must be satisfied that the performance of the services in question will not compromise the independence of our independent registered public accounting firm.

Our audit committee did not pre-approve any non-audit services under thede minimisexception ofRule 2-01 (c)(7)(i)(C) ofRegulation S-X as promulgated by the ~~Securities and Exchange Commission.~~SEC.


Item 16D.	*EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES*

Not applicable.

118


Item 16E.	*PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS*

The following table sets forth the repurchases of common shares by us or any “affiliated purchasers” (as defined inRule 10b-18(a)(3) of the Exchange Act) during the fiscal year ended December 31, ~~2007.~~2008.


							Maximum Number									Maximum Number
					Total Number of		of Shares That							Total Number of		of Shares That
					Shares Purchased		May yet Be							Shares Purchased		May yet be
					as Part of Publicly		Purchased Under							as Part of Publicly		Purchased Under
	Total Number of		Average Price Paid per		Announced Plans		the Plans or		Total Number of			Average Price Paid		Announced Plans		the Plans or
Period 2007	Shares Purchased		Share		or Program		Program
Period 2008									Shares Purchased			per Share		or Program⁽²⁾		Program⁽²⁾

January		—	W	—		—		—		—		W	—		—		—
February		—	W	—		—		—		—		W	—		—		—
March		—	W	—		—		—		—		W	—		—		—
April		—	W	—		—		—		—		W	—		—		—
May		—	W	—		—		—		—		W	—		—		—
June		—	W	—		—		—		—		W	—		—		—
July		—	W	—		—		—		—		W	—		—		—
August		—	W	—		—		—		—		W	—		—		—
September		—	W	—		—		—		—		W	—		—		—
October		—	W	—		—		—		—		W	—		—		—
November		248,600	W	242,621		—		—		—		W	—		—		—
December		222,400	W	261,673		—		—		306,988⁽¹	⁾	W	206,972		306,988		141,012
Total		471,000	W	251,617		—		—		306,988⁽¹	⁾	W	206,972		306,988		141,012

In late May 2004, we sold US$329.5 million in zero coupon convertible notes due 2009. These convertible notes are convertible by the holders into shares of our common stock at the rate of Won 218,098 per share as of May 31, 2006. In connection with the issuance


(1)		Purchased through open market transactions.

(2)		On October 24, 2008, we announced a plan to repurchase up to 448,000 common shares during the period between October 27, 2008 and January 26, 2009. In January 2009, we completed the repurchase under this plan by purchasing the remaining 141,012 shares.

119


Item 16G.	*CORPORATE GOVERNANCE*

The following is a summary of the ~~zero coupon convertible notes,~~significant differences between the New York Stock Exchange’s corporate governance standards and those that we deposited 1,645,000 shares of our common stock with Korea Securities Depository to be reserved and used to satisfy the note holders’ conversion rights. This will be deemed as the repurchase of treasury stock and cancellation thereof for the purposes offollow under Korean law.


NYSE Corporate Governance Standards		Our Corporate Governance Practice

Director Independence
Listed companies must have a majority of independent directors.		Of the eight members of our board of directors, five are independent directors.
Executive Session
Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors.		Our Audit Committee, which is comprised solely of three independent directors, holds meetings whenever there are matters related to management directors, and such meetings are generally held once every month.
Nomination/Corporate Governance Committee
Listed companies must have a nomination/corporate governance committee composed entirely of independent directors.		Although we do not have a separate nomination/ corporate governance committee, we maintain an Independent Director Recommendation Committee composed of independent directors and management directors.
Audit Committee
Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.		We maintain an Audit Committee comprised solely of three independent directors.
Audit Committee Additional Requirements
Listed companies must have an audit committee that is composed of more than three directors.		Our Audit Committee has three independent directors.
Shareholder Approval of Equity Compensation Plan
Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.		We currently have two equity compensation plans: a stock option plan for officers and directors and employee stock ownership plan for employees (“ESOP”). We manage such compensation plans in compliance with the applicable laws and our articles of incorporation, provided that, under certain limited circumstances, the grant of stock options or matters relating to ESOP are not subject to shareholders’ approval under Korean law.
Corporate Governance Guidelines
Listed companies must adopt and disclose corporate governance guidelines.		Although we do not maintain separate corporate governance guidelines, we are in compliance with the Korean Commercial Code in connection with such matters, including the governance of the board of directors.
Code of Business Conduct and Ethics
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers.		We have adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees, and such code is also available on our website atwww.sktelecom.com.

In March 2005, our shareholders approved a cash dividend of Won 9,300 per common share at the general shareholders’ meeting and we adjusted the conversion price of the convertible notes from Won 235,625 to Won 226,566 and made an additional deposit of our common stock accordingly, so that the total number of shares of common stock deposited with Korea Securities Depository to satisfy the note holders’ conversion rights, increased from 1,644,978 to 1,710,750. In August 2005 we paid an interim cash dividend of Won 1,000 per common share as a result of which we adjusted the conversion price of the convertible notes from Won 226,566 to Won 225,518 and deposited additional shares of our common stock with the Korea Securities Depository, so that the total number of shares of common stock deposited increased from 1,710,750 to 1,718,700.

In March 2006, we paid a cash dividend of Won 8,000 per common share as a result of which we adjusted the conversion price of the convertible notes from Won 225,518 to Won 218,098 and increased the number of shares

~~121~~120

deposited with the Korea Securities Depository from 1,718,700 to 1,777,173. In the second quarter of 2006, certain note holders exchanged their convertible notes for 99,361 shares of common stock and the total number of shares of common stock deposited with the Korea Securities Depository decreased from 1,777,173 to 1,677,812. In August 2006 we paid an interim cash dividend of Won 1,000 per common share as a result of which we adjusted the conversion price of the convertible notes from Won 218,098 to Won 217,062 and increased the number of shares deposited with the Korea Securities Depository from 1,677,812 to 1,685,816. In the fourth quarter of 2006, certain note holders exchanged their convertible notes for 36,802 shares of common stock and the total number of shares of common stock deposited with the Korea Securities Depository decreased from 1,685,816 to 1,649,014.

In March 2007, we paid a cash dividend of Won 7,000 per common share as a result of which we adjusted the conversion price of the convertible notes from Won 217,062 to Won 211,943 and increased the number of shares deposited with the Korea Securities Depository from 1,649,014 to 1,688,842. In the third quarter of 2007, certain foreign note holders submitted their convertible notes for exchange, which we settled in cash to avoid exceeding the 49% ceiling on foreign shareholding in accordance with the terms of the convertible notes. As a result, the total number of shares of common stock deposited with the Korea Securities Depository decreased from 1,688,842 to 1,582,097. In August 2007, we paid an interim cash dividend of Won 1,000 per common share, as a result of which we adjusted the conversion price of the convertible notes from Won 211,943 to Won 211,099 and deposited additional shares of our common stock with the Korea Securities Depository, so that the total number of shares of common stock deposit increased from 1,582,097 to 1,588,421. In addition, in the fourth quarter of 2007, certain note holders exchanged their convertible notes for 311,257 shares of common stock and the total number of shares of common stock deposited with the Korea Securities Depository decreased from 1,588,421 to 1,277,164.

In March 2008, we paid a cash dividend of Won 8,400 per common share as a result of which we adjusted the conversion price of the convertible notes from Won 211,099 to Won 204,636 and increased the number of shares deposited with the Korea Securities Depositary from 1,277,164 to 1,317,494.

~~122~~

PART III


Item 17.	*FINANCIAL STATEMENTS*

Not applicable.


Item 18.	*FINANCIAL STATEMENTS*


Index of Financial Statements			F-1
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements			F-2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting			F-3
Consolidated balance sheets as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			F-4
Consolidated statements of income for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			F-6
Consolidated statements of stockholders’ equity for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			~~F-7~~F-8
Consolidated statements of cash flows for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			~~F-9~~F-11
Notes to consolidated financial statements for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			~~F-11~~F-14


Item 19.	*EXHIBITS*

Number

Description

1 .1* Memorandum and Articles of Association
2 .1* Deposit Agreement dated as of May 31, 1996, as amended by Amendment No. 1 dated as of March 15, 1999, Amendment No. 2 dated as of April 24, 2000 and Amendment No. 3 dated as of July 24, 2002, entered into among SK Telecom Co., Ltd., Citibank, N.A., as Depositary, and all Holders and Beneficial Owners of American Depositary Shares
8 .1 List of Subsidiaries of SK Telecom Co., Ltd.
12 .1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12 .2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13 .1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13 .2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15 .1 Framework Act on Telecommunications, as amended (English translation)
15 .2 Enforcement Decree of the Framework Act on Telecommunications, as amended (English translation)
15 .3 Telecommunications Business Act, as amended (English translation)
15 .4 Enforcement Decree of the Telecommunications Business Act (English translation)
15 .5 Amendment to the Government Organization Act
99 .1 Consent of Deloitte Anjin LLC


Number			Description

	1	.1	Articles of Incorporation
	2	.1*	Deposit Agreement dated as of May 31, 1996, as amended by Amendment No. 1 dated as of March 15, 1999, Amendment No. 2 dated as of April 24, 2000 and Amendment No. 3 dated as of July 24, 2002, entered into among SK Telecom Co., Ltd., Citibank, N.A., as Depositary, and all Holders and Beneficial Owners of American Depositary Shares
	8	.1	List of Subsidiaries of SK Telecom Co., Ltd.
	12	.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12	.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	13	.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	13	.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	15	.1**	Framework Act on Telecommunications, as amended (English translation)
	15	.2**	Enforcement Decree of the Framework Act on Telecommunications, as amended (English translation)
	15	.3**	Telecommunications Business Act, as amended (English translation)
	15	.4**	Enforcement Decree of the Telecommunications Business Act (English translation)
	15	.5**	Amendment to the Government Organization Act
	99	.1	Consent of Deloitte Anjin LLC


*		Filed previously as exhibits to ourForm 20-F filed on June 30, 2006.

**		Filed previously as exhibits to ourForm 20-F filed on June 30, 2008.

~~123~~121

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing onForm 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

SK TELECOM CO., LTD.
(Registrant)


		~~/s/ Shin Bae Kim~~

/s/ Man Won Jung

Name: ~~Shin Bae Kim~~Man Won Jung


	Title:	President, Chief Executive Officer & ~~Representative Director~~

Representative Director

Date: June 30, ~~2008~~2009

~~124~~122

~~SK TELECOM CO., LTD.~~

INDEX OF FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements			F-2
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting			F-3
Consolidated balance sheets as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			F-4
Consolidated statements of income for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			F-6
Consolidated statements of stockholders’ equity for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			~~F-7~~F-8
Consolidated statements of cash flows for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			~~F-9~~F-11
Notes to consolidated financial statements for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008			~~F-11~~F-14

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON CONSOLIDATED FINANCIAL STATEMENTS

To the Board of Directors and Stockholders of

SK Telecom Co., Ltd.

We have audited the accompanying consolidated balance sheets of SK Telecom Co., Ltd. and subsidiaries (the “Company”) as of December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, ~~2007~~2008 (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 the standards of the Public Company Accounting Oversight Board (United States). 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 consolidated financial statements present fairly, in all material respects, the financial position of SK Telecom Co., Ltd. and subsidiaries at December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2007,~~2008, in conformity with accounting principles generally accepted in the Republic of Korea.

As discussed in Note 2 to the consolidated financial statements, the Company adopted the amended Statements of Korea Accounting Standards (“SKAS”) No. ~~21,~~~~Preparation and Presentation of Financial Statements~~~~and No.~~ 25,~~Consolidation~~Consolidated Financial Statements, as of January 1, ~~2007.~~2008.

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) to the accompanying consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of readers of the financial statements.

Accounting principles generally accepted in the Republic of Korea vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Notes 33 and 34 to the consolidated financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, ~~2007,~~2008, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated June ~~27, 2008~~19, 2009 expressed an unqualified opinion on the Company’s internal control over financial reporting.

~~June 27, 2008~~

/s/ Deloitte Anjin LLC

Seoul, Korea

June 19, 2009

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors and Stockholders of

SK Telecom Co., Ltd.

We have audited the internal control over financial reporting of SK Telecom Co., Ltd. and subsidiaries (the “Company”) as of December 31, ~~2007,~~2008, based on criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2007,~~2008, based on the criteria established inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements as of and for the year ended December 31, ~~2007(all~~2008 (all expressed in Korean won) of the Company and our report dated June ~~27, 2008,~~19, 2009, expressed an unqualified opinion on those financial statements, and included explanatory paragraphs relating to (1)the Company’s adoption of the amended Statements of Korea Accounting Standards ~~( “SKAS”~~ (“SKAS”) No. ~~21, Preparation and Presentation of~~25,Consolidated Financial Statements, ~~and No. 25, Consolidation Financial Statements~~,(2)the translation of Korean won amounts to U.S. dollar amounts and (3)information relating to the nature and effect of differences between accounting principles generally accepted in the Republic of Korea and accounting principles generally accepted in the United States of America.

~~June 27, 2008~~

/s/ Deloitte Anjin LLC

Seoul, Korea

June 19, 2009

F-3

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31, ~~2005,~~ 2006, 2007 AND ~~2007~~2008

2005 2006 2007 2007
In millions of Korean won In thousands

of U.S. dollars

(Note 2 a)

ASSETS
CURRENT ASSETS:
Cash and cash equivalents (Notes 2, 13 and 30) W 378,426 W 485,972 W 885,847 $ 946,620
Short-term financial instruments (Notes 22 and 23) 106,592 98,085 148,103 158,264
Trading securities (Notes 2 and 4) 777,472 665,312 635,434 679,028
Current portion of long-term investment securities (Notes 2 and 4) 1 335 101,209 108,152
Accounts receivable — trade, net of allowance for doubtful accounts of W133,499 million, W106,737 million and W93,551 million at December 31, 2005, 2006 and 2007, respectively (Notes 2,13 and 25)
1,684,119 1,800,606 1,774,935 1,896,703
Short-term loans, net of allowance for doubtful accounts of W1,350 million, W9,629 million and W6,845 million at December 31, 2005, 2006 and 2007, respectively (Notes 2, 6 and 13)
65,539 69,745 84,570 90,372
Accounts receivable — other, net of allowance for doubtful accounts of W17,526 million, W31,233 million and W28,649 million at December 31, 2005, 2006 and 2007, respectively (Notes 2, 13 and 25)
1,369,691 1,305,284 948,322 1,013,381
Inventories, net (Notes 2, 3 and 24) 7,784 19,778 47,052 50,280
Prepaid expenses 104,124 116,727 108,552 115,999
Current deferred income tax assets (Notes 2 and 18) 66,117 49,940 36,383 38,879
Currency swap (Notes 2 and 28) — 16,660 — —
Accrued income and other 38,715 35,518 42,665 45,592

Total Current Assets 4,598,580 4,663,962 4,813,072 5,143,270

NON-CURRENT ASSETS:
Property and equipment, net (Notes 2, 7, 12, 23, 24 and 25) 4,663,369 4,507,335 4,969,354 5,310,274
Intangible assets, net (Notes 2, 8, 12 and 29) 3,452,889 3,518,411 3,433,962 3,669,547
Long-term investment securities (Notes 2 and 4) 1,220,208 2,475,418 5,058,519 5,405,556
Equity securities accounted for using the equity method (Notes 2 and 5) 471,879 750,921 350,966 375,044
Long-term bank deposits (Note 22) 1,479 10,445 15,535 16,601
Long-term loans, net of allowance for doubtful accounts of W19,130 million, W19,117 million and W23,079 million at December 31, 2005, 2006 and 2007, respectively (Notes 2 and 6)
18,430 18,569 84,906 90,731
Guarantee deposits (Notes 13 and 25) 168,559 139,619 148,987 159,208
Long-term currency swap (Notes 2 and 28) — — 13,057 13,953
Long-term interest rate swap (Notes 2 and 28) — — 3,170 3,387
Non-current deferred income tax assets (Notes 2 and 18) 1,495 2,655 7,286 7,786
Other 107,884 152,633 150,121 160,419

Total Non-current Assets 10,106,192 11,576,006 14,235,863 15,212,506

TOTAL ASSETS W 14,704,772 W 16,239,968 W 19,048,935 $ 20,355,776

~~(Continued)~~

Translation into

U.S. Dollars

Korean Won (Note 2)
December 31,
December 31,
December 31,
December 31,

2006 2007 2008 2008
(In millions) (In thousands)

ASSETS
CURRENT ASSETS :
Cash and cash equivalents, net of government subsidy of nil, W142 million and W127 million as of December 31, 2006, 2007 and 2008 (Notes 2, 13 and 29)
W 485,972 W 885,847 W 1,011,340 $ 801,379
Short-term financial instruments (Notes 21 and 22) 98,085 148,103 368,490 291,989
Short-term investment securities (Notes 2 and 4) 665,647 736,643 372,913 295,494
Accounts receivable — trade, net of allowance for doubtful accounts of W106,737 million, W93,551 million and W150,320 million as of December 31, 2006, 2007 and 2008 (Notes 2, 13 and 24)
1,800,606 1,774,935 1,900,002 1,505,548
Short-term loans, net of allowance for doubtful accounts of W9,629 million, W6,845 million and W7,599 million as of December 31, 2006, 2007 and 2008 (Notes 2, 6 and 13)
69,745 84,570 119,087 94,364
Accounts receivable — other, net of allowance for doubtful accounts of W31,233 million, W28,649 million and W30,357 million as of December 31, 2006, 2007 and 2008 and present value discount of W27,314 million as of December 31, 2008 (Notes 2, 13 and 24)
1,305,284 948,322 1,346,056 1,066,605
Inventories (Notes 2, 3 and 23) 19,778 47,052 34,974 27,713
Prepaid expenses 116,727 108,552 127,432 100,976
Current deferred income tax assets, net (Notes 2 and 17) 49,940 36,383 27,786 22,017
Currency swap (Notes 2 and 27) 16,660 — 8,236 6,526
Advanced payments and other 35,518 42,665 106,131 84,098

Total Current Assets 4,663,962 4,813,072 5,422,447 4,296,709

NON-CURRENT ASSETS:
Property and equipment, net (Notes 2, 7, 12, 22, 23 and 24) 4,507,335 4,969,354 7,437,689 5,893,573
Intangible assets, net (Notes 2, 8 and 12) 3,518,411 3,433,962 3,978,145 3,152,254
Long-term financial instruments (Note 21) 10,445 15,535 114 90
Long-term investment securities (Notes 2 and 4) 2,475,418 5,058,519 3,105,295 2,460,614
Equity securities accounted for using the equity method (Notes 2 and 5) 750,921 350,966 898,512 711,975
Long-term loans, net of allowance for doubtful accounts of W19,117 million, W23,079 million and W26,376 million as of December 31, 2006, 2007 and 2008 (Notes 2 and 6)
18,569 84,906 155,360 123,106
Long-term accounts receivable — other, net of present value discount of W45,464 million as December 31, 2008 (Note 2)
— — 572,139 453,359
Guarantee deposits (Notes 13 and 24) 139,619 148,987 239,480 189,762
Long-term currency swap (Notes 2 and 27) — 13,057 494,711 392,006
Long-term interest rate swap (Notes 2 and 27) — 3,170 — —
Non-current deferred income tax assets (Notes 2 and 17) 2,655 7,286 4,948 3,921
Other 152,633 150,121 164,831 130,611

Total Non-Current Assets 11,576,006 14,235,863 17,051,224 13,511,271

TOTAL ASSETS W 16,239,968 W 19,048,935 W 22,473,671 $ 17,807,980

F-4

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS — (Continued)

~~DECEMBER 31, 2005, 2006 AND 2007~~

2005 2006 2007 2007
In millions of Korean won In thousands

of U.S. dollars

(Note 2 a)

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable (Notes 13 and 25) W 1,047,779 W 1,221,704 W 1,252,734 $ 1,338,677
Short-term borrowings (Notes 22 and 23) 972 58,344 24,616 26,305
Income taxes payable 370,822 336,536 319,108 341,000
Accrued expenses (Notes 2 and 27) 364,830 375,063 436,008 465,920
Dividend payable (Note 21) 298 268 308 329
Withholdings 216,622 339,144 226,407 241,940
Current portion of long-term debt, net (Notes 9, 10 and 12) 809,573 797,042 634,990 678,553
Current portion of subscription deposits (Note 11) 14,875 17,576 7,564 8,083
Current deferred income tax liabilities (Notes 2 and 18) 44 — 4 4
Currency swap (Notes 2 and 28) — — 12,646 13,514
Advanced receipts and other 37,558 62,739 102,489 109,520

Total Current Liabilities 2,863,373 3,208,416 3,016,874 3,223,845

NON-CURRENT LIABILITIES:
Bonds payable, net (Notes 2, 9 and 23) 2,314,208 1,995,323 2,348,661 2,509,789
Long-term borrowings (Notes 10 and 23) 155 293,026 323,421 345,609
Subscription deposits (Note 11) 23,770 21,140 6,425 6,866
Long-term payables — other, net of present value discount of W58,413 million, W42,461 million and W27,886 million at December 31, 2005, 2006 and 2007, respectively (Note 2)
591,587 517,539 422,114 451,073
Obligations under capital leases (Notes 2, 12 and 23) 10,204 1,860 712 761
Accrued severance indemnities, net (Note 2) 71,284 22,284 44,322 47,363
Non-current deferred income tax liabilities (Notes 2 and 18) 401,156 532,639 1,044,758 1,116,433
Long-term currency swap (Notes 2 and 28) 73,450 112,970 110,911 118,520
Long-term interest rate swap (Notes 2 and 28) — 454 — —
Guarantee deposits received and other (Notes 25 and 27) 28,045 51,229 43,104 46,061

Total Non-Current Liabilities 3,513,859 3,548,464 4,344,428 4,642,475

Total Liabilities 6,377,232 6,756,880 7,361,302 7,866,320

COMMITMENTS AND CONTINGENCIES (Note 23)
STOCKHOLDERS’ EQUITY :
Capital stock — W500 par value:
44,639 44,639 44,639 47,701
Issued and outstanding — 220,000,000 shares authorized; 73,614,296 shares, 72,667,459 shares and 72,584,677 shares at December 31, 2005, 2006 and 2007, respectively (Notes 1 and 14)
Capital surplus (Notes 2, 14 and 18) 2,954,840 2,950,327 2,924,960 3,125,625
Capital adjustments:
Treasury stock (Note 16) (2,047,105 ) (2,014,927 ) (2,041,483 ) (2,181,538 )
Loss on disposal of treasury stock (Notes 16 and 18) — (7,887 ) (94 ) (100 )
Stock options (Notes 2, 17 and 26) 3,480 3,246 — —
Accumulated other comprehensive income (loss) (Note 19):
Unrealized gain (loss) on valuation of long-term investment securities, net (Notes 2, 4 and 18) (42,093 ) 429,228 1,624,613 1,736,069
Equity in other comprehensive income of affiliates, net (Notes 2, 5 and 18) 61,368 107,324 1,727 1,845
Loss on valuation of currency swap, net (Notes 2, 18 and 28) (14,177 ) (16,487 ) (11,816 ) (12,627 )
Gain (loss) on valuation of interest rate swap, net (Notes 2, 18 and 28) — (329 ) 2,298 2,456
Foreign-based operations’ translation adjustment (Notes 2 and 18) (9,988 ) (29,726 ) (25,564 ) (27,318 )
Retained earnings (Note 15) 7,267,649 7,847,434 8,914,970 9,526,576
Minority interest in equity of consolidated subsidiaries (Note 2) 108,927 170,246 253,383 270,767

Total Stockholders’ Equity 8,327,540 9,483,088 11,687,633 12,489,456

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY W 14,704,772 W 16,239,968 W 19,048,935 $ 20,355,776

Translation into

U.S. Dollars

Korean Won (Note 2)
December 31,
December 31,
December 31,
December 31,

2006 2007 2008 2008
(In millions) (In thousands)

LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable (Notes 13 and 24) W 1,221,704 W 1,252,734 W 1,268,750 $ 1,005,349
Short-term borrowings (Notes 21 and 22) 58,344 24,616 627,657 497,351
Income taxes payable 336,536 319,108 328,403 260,224
Dividend payable 268 308 227 180
Accrued expenses (Notes 2 and 26) 375,063 436,008 861,836 682,913
Withholdings 339,144 226,407 315,537 250,029
Current portion of long-term debt, net (Notes 2, 8, 9, 10 and 12) 797,042 634,990 936,009 741,687
Current portion of subscription deposits (Note 11) 17,576 7,564 8,281 6,562
Currency swap (Notes 2 and 27) — 12,646 190,359 150,839
Current deferred income tax liabilities (Notes 2 and 17) — 4 — —
Advanced receipts and other 62,739 102,489 91,762 72,711

Total Current Liabilities 3,208,416 3,016,874 4,628,821 3,667,845

NON-CURRENT LIABILITIES:
Bonds payable, net (Notes 2, 9 and 22) 1,995,323 2,348,661 4,074,392 3,228,520
Long-term borrowings (Notes 10 and 22) 293,026 323,421 856,471 678,662
Subscription deposits (Note 11) 21,140 6,425 4,796 3,800
Long-term payables — other, net of present value discount of W42,461 million, W27,886 million and W15,416 million as of December 31, 2006, 2007 and 2008 (Notes 2 and 8)
517,539 422,114 304,584 241,350
Obligations under capital lease (Notes 2, 12 and 22) 1,860 712 139,273 110,359
Accrued severance indemnities, net (Note 2) 22,284 44,322 53,815 42,643
Non-current deferred income tax liabilities, net (Notes 2 and 17) 532,639 1,044,758 408,755 323,895
Long-term currency swap (Notes 2 and 27) 112,970 110,911 23,947 18,975
Long-term interest swap (Notes 2 and 27) 454 — 33,499 26,544
Guarantee deposits received and other (Notes 2, 21, 24 and 26) 51,229 43,104 120,878 95,783

Total Non-Current Liabilities 3,548,464 4,344,428 6,020,410 4,770,531

Total Liabilities 6,756,880 7,361,302 10,649,231 8,438,376

STOCKHOLDERS’ EQUITY:
Capital stock (Notes 1 and 14) 44,639 44,639 44,639 35,372
Capital surplus (Note 14) 2,966,399 2,956,106 2,958,854 2,344,575
Capital adjustments:
Treasury stock (Notes 1 and 16) (2,014,927 ) (2,041,483 ) (2,055,620 ) (1,628,859 )
Loss on disposal of treasury stock (Notes 16 and 17) (7,887 ) (94 ) — —
Other capital adjustment (Notes 2, 5 and 17) (12,826 ) (31,146 ) (103,769 ) (82,226 )
Accumulated other comprehensive income (loss) (Note 18):
Unrealized gains on valuation of long-term investment securities, net (Notes 2, 4 and 17) 429,228 1,624,613 407,842 323,171
Equity in other comprehensive gain (loss) of affiliates, net (Notes 2, 5 and 17) 107,324 1,727 (68,763 ) (54,487 )
Gain (loss) on valuation of currency swap, net (Notes 2, 17 and 27) (16,487 ) (11,816 ) 8,544 6,770
Gain (loss) on valuation of interest swap, net (Notes 2, 17 and 27) (329 ) 2,298 (26,129 ) (20,704 )
Foreign-based operations’ translation adjustment (Note 2) (29,726 ) (25,564 ) 34,698 27,494
Retained earnings (Note 15) 7,847,434 8,914,970 9,448,185 7,486,676
Minority interest in equity of consolidated subsidiaries (Note 2) 170,246 253,383 1,175,959 931,822

Total Stockholders’ Equity 9,483,088 11,687,633 11,824,440 9,369,604

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY W 16,239,968 W 19,048,935 W 22,473,671 $ 17,807,980

See accompanying notes to consolidated financial statements.

F-5

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 2006, 2007 AND 2008

Translation into

U.S. Dollars

Korean Won (Note 2)
2006 2007 2008 2008
(In millions except for per share data) (In thousands

except for per

share data)

OPERATING REVENUE (Notes 2, 24, 30 and 32) W 11,027,977 W 11,863,357 W 14,020,984 $ 11,110,130

OPERATING EXPENSES (Notes 24 and 30):
Labor cost (491,839 ) (544,713 ) (731,418 ) (579,571 )
Commissions paid (3,293,197 ) (4,055,147 ) (4,884,819 ) (3,870,697 )
Depreciation and amortization (Notes 7 and 8) (1,553,635 ) (1,821,972 ) (2,599,791 ) (2,060,056 )
Network interconnection (1,014,913 ) (1,078,714 ) (1,327,417 ) (1,051,836 )
Leased line (412,902 ) (410,408 ) (521,118 ) (412,930 )
Advertising (307,190 ) (312,604 ) (363,412 ) (287,965 )
Research and development (Note 2) (211,961 ) (218,652 ) (226,714 ) (179,647 )
Rent (206,708 ) (234,006 ) (290,655 ) (230,313 )
Frequency usage (158,958 ) (166,395 ) (163,938 ) (129,903 )
Repair (150,848 ) (168,633 ) (226,858 ) (179,761 )
Provision for bad debts (Note 2) (61,457 ) (48,835 ) (62,973 ) (49,899 )
Cost of goods sold (Note 2) (121,381 ) (239,146 ) (233,200 ) (184,786 )
Other (421,856 ) (462,177 ) (636,203 ) (504,123 )

Sub-total (8,406,845 ) (9,761,402 ) (12,268,516 ) (9,721,487 )

OPERATING INCOME (Note 31) 2,621,132 2,101,955 1,752,468 1,388,643

OTHER INCOME:
Interest income (Note 4) 79,969 93,838 136,006 107,770
Dividends 20,351 21,119 52,477 41,582
Rent — 17,367 19,295 15,289
Commissions (Note 24) 33,226 32,196 17,148 13,588
Reversal of allowance for doubtful accounts 789 614 2,084 1,651
Foreign exchange and translation gains (Note 2) 4,412 12,091 478,394 379,076
Equity in earnings of affiliates (Notes 2 and 5) 45,787 247,382 24,894 19,726
Gain on disposal of investment assets 27,490 3,721 17,409 13,795
Gain on disposal of property and equipment and intangible assets 4,507 9,776 10,000 7,924
Gain on transactions and valuation of currency swap (Notes 2 and 27) 16,660 10,799 265,142 210,097
Gain on transactions and valuation of interest swap (Notes 2 and 27) — — 2 2
Gain on conversion of convertible bonds (Note 4) — 373,140 — —
Gain on repayment of bonds — 6,160 — —
Other 51,667 33,681 34,233 27,126

Sub-total 284,858 861,884 1,057,084 837,626

F-6

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

~~YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007~~ — (Continued)

2005 2006 2007 2007
In millions of Korean won, except for
In thousands of

Income per share U.S. dollars,

except for

income per share

(Note 2 a)

OPERATING REVENUE (Notes 2, 25 and 31) W 10,721,820 W 11,027,977 W 12,018,163 $ 12,842,662
OPERATING EXPENSES (Notes 2 and 25)
Labor cost (464,764 ) (491,839 ) (593,792 ) (634,529 )
Commissions paid (2,859,638 ) (3,293,197 ) (4,224,510 ) (4,514,330 )
Depreciation and amortization (Notes 7 and 8) (1,546,285 ) (1,553,635 ) (1,851,832 ) (1,978,876 )
Network interconnection (Note 31) (989,417 ) (1,014,913 ) (1,078,714 ) (1,152,719 )
Leased line (407,043 ) (412,902 ) (410,408 ) (438,564 )
Advertising (279,390 ) (307,190 ) (392,031 ) (418,926 )
Research and development (Note 2) (252,046 ) (211,961 ) (218,653 ) (233,654 )
Rent (190,134 ) (206,708 ) (240,742 ) (257,258 )
Frequency usage (156,098 ) (158,958 ) (166,395 ) (177,810 )
Repair (131,719 ) (150,848 ) (171,262 ) (183,011 )
Provision for bad debts (112,792 ) (61,457 ) (71,439 ) (76,340 )
Cost of goods sold (240,746 ) (121,381 ) (311,678 ) (333,060 )
Other (421,132 ) (421,856 ) (476,295 ) (508,971 )

Sub-total (8,051,204 ) (8,406,845 ) (10,207,751 ) (10,908,048 )

OPERATING INCOME 2,670,616 2,621,132 1,810,412 1,934,614

OTHER INCOME:
Interest income (Note 4) 61,143 79,969 98,301 105,045
Dividends 26,515 20,351 21,119 22,568
Commissions (Note 25) 32,738 33,226 32,196 34,405
Equity in earnings of affiliates (Notes 2 and 5) 20,949 45,787 247,382 264,353
Foreign exchange and translation gains (Note 2) 4,167 4,412 12,091 12,920
Reversal of allowance for doubtful accounts 450 789 614 656
Gain on valuation of trading securities (Notes 2 and 4) 1 — 128 137
Gain on disposal of investment assets (Note 5) 24,613 27,490 3,721 3,976
Gain on disposal of consolidated subsidiaries (Note 5) 178,689 1,556 — —
Gain on disposal of property, equipment and intangible assets 4,693 4,507 9,776 10,447
Gain on transactions and valuation of currency swap (Notes 2 and 28) 2,578 16,660 10,799 11,540
Gain on conversion of convertible bonds (Note 4) — — 373,140 398,739
Gain on redemption of bonds payable — — 6,160 6,583
Other 36,016 50,111 51,818 55,373

Sub-total 392,552 284,858 867,245 926,742

OTHER EXPENSES:
Interest and discounts (Note 2) (253,472 ) (239,138 ) (241,863 ) (258,456 )
Donations (76,185 ) (103,348 ) (72,849 ) (77,847 )
Equity in losses of affiliates (Notes 2 and 5) (71,825 ) (211,464 ) (175,474 ) (187,512 )
Foreign exchange and translation losses (Note 2) (4,178 ) (4,139 ) (12,966 ) (13,856 )
Loss on valuation of trading securities (Notes 2 and 4) (16 ) — (1,203 ) (1,286 )
Loss on disposal of investment assets (Note 5) (4,017 ) (6,096 ) (1,190 ) (1,272 )
Loss on disposal of property, equipment and intangible assets (6,523 ) (17,148 ) (30,730 ) (32,838 )
Loss on impairment of investment assets (Notes 2 and 4) (3,422 ) (27,696 ) (15,526 ) (16,591 )
Impairment loss on assets (Note 2) (260 ) (7,030 ) (3,484 ) (3,723 )
Loss on transactions and valuation of currency swap (Notes 2 and 28) — (9,258 ) (33,876 ) (36,200 )
Special severance indemnities (Note 2) — (144,021 ) — —
External research and development costs (Note 2) (69,140 ) (67,021 ) (74,388 ) (79,491 )
Other (12,564 ) (48,053 ) (28,816 ) (30,792 )

Sub-total (501,602 ) (884,412 ) (692,365 ) (739,864 )

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST 2,561,566 2,021,578 1,985,292 2,121,492
INCOME TAXES (Notes 2 and 18) (693,259 ) (572,026 ) (686,161 ) (733,235 )
PREACQUISITION NET LOSS OF SUBSIDIARIES (Note 3) — — 263,134 281,186

NET INCOME W 1,868,307 W 1,449,552 W 1,562,265 $ 1,669,443

ATTRIBUTABLE TO:
Majority interests (Note 20) W 1,872,978 W 1,451,491 W 1,648,876 $ 1,761,996
Minority interests (4,671 ) (1,939 ) (86,611 ) (92,553 )

W 1,868,307 W 1,449,552 W 1,562,265 $ 1,669,443

NET INCOME PER SHARE OF MAJORITY INTERESTS (Notes 2 and 20) (In Korean won and U.S. dollars) W 25,443 W 19,801 W 22,696 $ 24.25

DILUTED NET INCOME PER SHARE OF MAJORITY INTERESTS (Notes 2 and 20) (In Korean won and U.S. dollars) W 25,036 W 19,523 W 22,375 $ 23.91

Translation into

U.S. Dollars

Korean Won (Note 2)
2006 2007 2008 2008
(In millions except for per share data) (In thousands

except for per

share data)

OTHER EXPENSES:
Interest and discounts (239,138 ) (238,958 ) (366,022 ) (290,033 )
Donations (103,348 ) (72,849 ) (100,224 ) (79,417 )
Foreign exchange and translation losses (Note 2) (4,139 ) (12,966 ) (161,788 ) (128,200 )
Loss on valuation of short-term investment securities (Notes 2 and 4) — (1,203 ) (8,358 ) (6,623 )
Equity in losses of affiliates (Notes 2 and 5) (211,464 ) (175,474 ) (54,268 ) (43,002 )
Impairment loss on investment securities (Notes 2 and 4) (27,696 ) (5,466 ) (223,207 ) (176,868 )
Loss on disposal of investment assets (6,096 ) (1,190 ) (12,148 ) (9,626 )
Loss on disposal of property, equipment and intangible assets (17,148 ) (30,680 ) (70,314 ) (55,716 )
Impairment loss on assets (Note 2) (7,030 ) (10,634 ) (14,754 ) (11,691 )
Loss on transactions and valuation of currency swap (Notes 2 and 27) (9,258 ) (33,876 ) (441,207 ) (349,609 )
Loss on transactions and valuation of interest swap (Notes 2 and 27) — — (48 ) (38 )
External research and development cost (Note 2) (67,021 ) (74,388 ) (72,993 ) (57,839 )
Special severance indemnities (Note 2) (144,021 ) — — —
Other (48,053 ) (20,390 ) (25,488 ) (20,196 )

Sub-total (884,412 ) (678,074 ) (1,550,819 ) (1,228,858 )

INCOME FROM CONTINUING OPERATION BEFORE INCOME TAX 2,021,578 2,285,765 1,258,733 997,411
INCOME TAX FOR CONTINUING OPERATION (Notes 2 and 17) 572,026 694,487 298,850 236,807
PREACQUISITION NET LOSS OF SUBSIDIARIES — 21,088 32,664 25,883
LOSS FROM DISCONTINUED OPERATION (Note 2) — (50,101 ) (20,209 ) (16,013 )

NET INCOME W 1,449,552 W 1,562,265 W 972,338 $ 770,474

ATTRIBUTABLE TO:
Majority interests W 1,451,491 W 1,648,876 W 1,215,719 $ 963,327
Minority interests (1,939 ) (86,611 ) (243,381 ) (192,853 )

W 1,449,552 W 1,562,265 W 972,338 $ 770,474

NET INCOME PER SHARE FROM CONTINUING OPERATION (In Korean won and U.S. dollars) (Notes 2 and 19) W 19,801 W 23,143 W 16,453 $ 13.04

NET INCOME PER SHARE (In Korean won and U.S. dollars) (Notes 2 and 19) W 19,801 W 22,696 W 16,707 $ 13.24

DILUTED NET INCOME PER SHARE FROM CONTINUING OPERATION (In Korean won and U.S. dollars) (Notes 2 and 19) W 19,523 W 22,813 W 16,309 $ 12.92

DILUTED NET INCOME PER SHARE (In Korean won and U.S. dollars) (Notes 2 and 19) W 19,523 W 22,375 W 16,559 $ 13.12

See accompanying notes to consolidated financial statements.

~~F-6~~F-7

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED DECEMBER 31, ~~2005,~~ 2006, 2007 AND ~~2007~~2008

Accumulated

Other
Total

Common
Capital
Capital
Comprehensive
Retained
Minority
Stockholders’

Stock Surplus Adjustments Income Earnings Interest Equity
(In millions of Korean won)

Balance, January 1, 2005 W 44,639 W 2,968,301 W (2,042,272 ) W (16,020 ) W 6,152,898 W 98,198 W 7,205,744
Cash dividends paid (Note 21) — — — — (684,613 ) — (684,613 )
Interim cash dividends paid (Note 21) — — — — (73,614 ) — (73,614 )
Net income — — — — 1,872,978 (4,671 ) 1,868,307
Deferred tax effect of temporary differences related to conversion rights (Note 14) — (18,502 ) — — — — (18,502 )
Transfer of stock option from capital adjustments to capital surplus (Notes 2, 14 and 17) — 1,533 (1,533 ) — — — —
Equity in capital surplus and other comprehensive income of affiliates (Notes 2, 5, 14 and 19) — 3,508 — (73,008 ) — — (69,500 )
Stock compensation plans (Notes 2 and 17) — — 180 — — — 180
Unrealized gain on valuation of long-term investment securities (Notes 2, 4 and 19) — — — 50,882 — — 50,882
Gain on valuation of currency swap (Notes 2, 19 and 28) — — — 35,276 — — 35,276
Foreign-based operations’ translation adjustment (Notes 2 and 19) — — — (2,020 ) — — (2,020 )
Increase in minority interest in equity of consolidated subsidiaries — — — — — 15,400 15,400

Balance, December 31, 2005 W 44,639 W 2,954,840 W (2,043,625 ) W (4,890 ) W 7,267,649 W 108,927 W 8,327,540

Cash dividends paid (Note 21) — — — — (588,914 ) — (588,914 )
Interim cash dividends paid (Note 21) — — — — (73,714 ) — (73,714 )
Net income — — — — 1,451,491 (1,939 ) 1,449,552
Conversion of convertible bonds (Notes 9 and 14) — (3,733 ) — — — — (3,733 )
Transfer of stock option from capital adjustments to capital surplus (Notes 2, 14 and 17) — 234 (234 ) — — — —
Equity in capital surplus of affiliates (Notes 2, 5 and 14) — (1,014 ) — — — — (1,014 )
Treasury stock (Note 16) — — 32,178 — — — 32,178
Loss on disposal of treasury stock (Notes 16 and 18) — — (7,887 ) — — — (7,887 )
Unrealized gain on valuation of long-term investment securities, net (Notes 2, 4 and 19) — — — 471,321 — — 471,321
Equity in other comprehensive income changes of affiliates, net (Notes 2, 5 and 19) — — — 45,956 — — 45,956
Foreign-based operations’ translation adjustment (Notes 2 and 19) — — — (19,737 ) — — (19,737 )
Gain (loss) on valuation of currency swap, net (Notes 2, 19 and 28) — — — (2,311 ) — — (2,311 )
Loss on valuation of interest swap, net (Notes 2, 19 and 28) — — — (329 ) — — (329 )
Acquisition and retirement of treasury stock (Note 16) — — — — (209,078 ) — (209,078 )
Increase in minority interest in equity of consolidated subsidiaries — — — — — 63,258 63,258

Balance, December 31, 2006 W 44,639 W 2,950,327 W (2,019,568 ) W 490,010 W 7,847,434 W 170,246 W 9,483,088

~~(Continued)~~

Accumulated

Other
Total

Common
Capital
Capital
Comprehensive
Retained
Minority
Stockholders’

Stock Surplus Adjustments Income Earnings Interest Equity

(In millions of Korean won)

Balance, January 1, 2006 W 44,639 W 2,954,840 W (2,043,625 ) W (4,890 ) W 7,267,649 W 108,927 W 8,327,540
Cumulative effect of change in accounting policies (Note 2) — 15,025 (15,025 ) — — — —

Adjusted balance, January 1, 2006 44,639 2,969,865 (2,058,650 ) (4,890 ) 7,267,649 108,927 8,327,540
Cash dividends (Note 20) — — — — (588,914 ) — (588,914 )
Interim dividends (Note 20) — — — — (73,714 ) — (73,714 )
Net income — — — — 1,451,491 (1,939 ) 1,449,552
Conversion of convertible bonds (Notes 9 and 16) — (3,733 ) — — — — (3,733 )
Transfer of stock option from capital adjustments to capital surplus (Notes 2 and 14) — 234 (234 ) — — — —
Difference between the acquisition cost and the net book value incurred from the capital transactions between companies under common control (Note 2) — — (1,095 ) — — — (1,095 )
Equity in capital surplus changes of affiliates — 33 — — — — 33
Equity in other capital adjustment changes of affiliates — — 48 — — — 48
Treasury stock (Note 16) — — 32,178 — — — 32,178
Loss on disposal of treasury stock (Notes 16 and 17) — — (7,887 ) — — — (7,887 )
Unrealized gain on valuation of long-term investment securities (Notes 2 and 4) — — — 471,321 — — 471,321
Equity in other comprehensive income changes of affiliates, net (Notes 2 and 5) — — — 45,956 — — 45,956
Foreign-based operations’ translation adjustment (Note 2) — — — (19,737 ) — — (19,737 )
Gain on valuation of currency swap (Notes 2 and 27) — — — (2,311 ) — — (2,311 )
Gain on valuation of interest rate swap (Notes 2 and 27) — — — (329 ) — — (329 )
Acquisition and retirement of treasury stock — — — — (209,078 ) — (209,078 )
Increase in minority interest in equity of consolidated subsidiaries — — — — — 63,258 63,258

Balance, December 31, 2006 W 44,639 W 2,966,399 W (2,035,640 ) W 490,010 W 7,847,434 W 170,246 W 9,483,088

Balance, January 1, 2007 W 44,639 W 2,950,327 W (2,019,568 ) W 490,010 W 7,847,434 W 170,246 W 9,483,088
Cumulative effect of change in accounting policies (Note 2) — 16,072 (16,072 ) — — — —

Adjusted balance, January 1, 2007 44,639 2,966,399 (2,035,640 ) 490,010 7,847,434 170,246 9,483,088
Cash dividends (Note 20) — — — — (508,672 ) — (508,672 )
Interim dividends (Note 20) — — — — (72,668 ) — (72,668 )
Net income — — — — 1,648,876 (86,611 ) 1,562,265
Conversion of convertible bonds (Notes 9 and 16) — (11,116 ) — — — — (11,116 )
Transfer of stock option from capital adjustments to capital surplus (Notes 2 and 14) — 3,247 (3,247 ) — — — —
Difference between the acquisition cost and the net book value incurred from the capital transactions between companies under common control (Note 2) — — (30,086 ) — — — (30,086 )
Equity in capital surplus changes of affiliates — (2,424 ) — — — — (2,424 )
Equity in other capital adjustment changes of affiliates 15,013 15,013
Treasury stock (Note 16) — — (26,556 ) — — — (26,556 )

~~F-7~~F-8

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — (Continued)

~~YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007~~

Accumulated

Other
Total

Common
Capital
Capital
Comprehensive
Retained
Minority
Stockholders’

Stock Surplus Adjustments Income Earnings Interest Equity
(In millions of Korean won)

Balance, January 1, 2007 W 44,639 W 2,950,327 W (2,019,568 ) W 490,010 W 7,847,434 W 170,246 W 9,483,088
Cash dividends paid (Note 21) — — — — (508,672 ) — (508,672 )
Interim cash dividends paid (Note 21) — — — — (72,668 ) — (72,668 )
Net income — — — — 1,648,876 (86,611 ) 1,562,265
Conversion of convertible bonds (Notes 9 and 14) — (11,116 ) — — — — (11,116 )
Transfer of stock option from capital adjustments to capital surplus (Notes 2, 14 and 17) — 3,246 (3,246 ) — — — —
Difference between the acquisition cost and the net book value incurred from the capital transactions between companies under common control (Note 14) — (9,696 ) — — — — (9,696 )
Equity in capital surplus and other comprehensive income of affiliates (Notes 2, 5 and 14) — (7,801 ) — — — — (7,801 )
Treasury stock (Note 16) — — (26,556 ) — — — (26,556 )
Loss on disposal of treasury stock (Notes 16 and 18) — — 7,793 — — — 7,793
Unrealized gain on valuation of long-term investment securities (Notes 2, 4 and 19) — — — 1,195,385 — — 1,195,385
Equity in other comprehensive income changes of affiliates, net (Notes 2, 5 and 19) — — — (105,597 ) — — (105,597 )
Foreign-based operations’ translation adjustment (Notes 2 and 19) — — — 4,162 — — 4,162
Gain on valuation of currency swap (Notes 2, 19 and 28) — — — 4,671 — — 4,671
Gain on valuation of interest rate swap (Notes 2, 19 and 28) — — — 2,627 — — 2,627
Increase in minority interest in equity of consolidated subsidiaries — — — — — 169,748 169,748

Balance, December 31, 2007 W 44,639 W 2,924,960 W (2,041,577 ) W 1,591,258 W 8,914,970 W 253,383 W 11,687,633

(In thousands of U.S. dollars) (Note 2 a)

Balance, January 1, 2007 $ 47,701 $ 3,152,732 $ (2,158,119 ) $ 523,627 $ 8,385,803 $ 181,926 $ 10,133,670
Cash dividends paid (Note 21) — — — — (543,569 ) — (543,569 )
Interim cash dividends paid (Note 21) — — — — (77,654 ) — (77,654 )
Net income — — — — 1,761,996 (92,553 ) 1,669,443
Conversion of convertible bonds (Notes 9 and 14) — (11,879 ) — — — — (11,879 )
Transfer of stock option from capital adjustments to capital surplus (Notes 2, 14 and 17) — 3,469 (3,469 ) — — — —
Difference between the acquisition cost and the net book value incurred from the capital transactions between companies under common control (Note 14) — (10,361 ) — — — — (10,361 )
Equity in capital surplus and other comprehensive income of affiliates (notes 2, 5 and 14) — (8,336 ) — — — — (8,336 )
Treasury stock (Note 16) — — (28,378 ) — — — (28,378 )
Loss on disposal of treasury stock (Notes 16 and 18) — — 8,328 — — — 8,328
Unrealized gain on valuation of long-term investment securities (Notes 2, 4 and 19) — — — 1,277,393 — — 1,277,393
Equity in other comprehensive income changes of affiliates, net (Notes 2, 5 and 19) — — — (112,841 ) — — (112,841 )
Foreign-based operations’ translation adjustment (Notes 2 and 19) — — — 4,448 — — 4,448
Gain on valuation of currency swap (Notes 2, 19 and 28) — — — 4,991 — — 4,991
Gain on valuation of interest rate swap (Notes 2, 19 and 28) — — — 2,807 — — 2,807
Increase in minority interest in equity of consolidated subsidiaries — — — — — 181,394 181,394

Balance, December 31, 2007 $ 47,701 $ 3,125,625 $ (2,181,638 ) $ 1,700,425 $ 9,526,576 $ 270,767 $ 12,489,456

~~See accompanying notes to consolidated financial statements.~~

Accumulated

Other
Total

Common
Capital
Capital
Comprehensive
Retained
Minority
Stockholders’

Stock Surplus Adjustments Income Earnings Interest Equity

Loss on disposal of treasury stock (Notes 16 and 17) — — 7,793 — — — 7,793
Unrealized gain on valuation of long-term investment securities (Notes 2 and 4) — — — 1,195,385 — — 1,195,385
Equity in other comprehensive income changes of affiliates, net (Notes 2 and 5) — — — (105,597 ) — — (105,597 )
Foreign-based operations’ translation adjustment (Note 2) — — — 4,162 — — 4,162
Gain on valuation of currency swap (Notes 2 and 27) — — — 4,671 — — 4,671
Gain on valuation of interest rate swap (Notes 2 and 27) — — — 2,627 — — 2,627
Increase in minority interest in equity of consolidated subsidiaries — — — — — 169,748 169,748

Balance, December 31, 2007 W 44,639 W 2,956,106 W (2,072,723 ) W 1,591,258 W 8,914,970 W 253,383 W 11,687,633

Balance, January 1, 2008 W 44,639 W 2,924,960 W (2,041,577 ) W 1,591,258 W 8,914,970 W 253,383 W 11,687,633
Cumulative effect of change in accounting policies (Note 2) — 31,146 (31,146 ) — — — —

Adjusted balance, January 1, 2008 44,639 2,956,106 (2,072,723 ) 1,591,258 8,914,970 253,383 11,687,633
Cash dividends (Note 20) — — — — (609,711 ) — (609,711 )
Interim dividends (Note 20) — — — — (72,793 ) — (72,793 )
Net income — — — — 1,215,719 (243,381 ) 972,338
Conversion of convertible bonds (Notes 9 and 16) — 1,544 — — — — 1,544
Difference between the acquisition cost and the net book value incurred from the capital transactions between companies under common control (Note 2) — — (75,329 ) — — — (75,329 )
Equity in capital surplus changes of affiliates — 481 — — — — 481
Equity in other capital adjustment changes of affiliates — — 2,706 — — — 2,706
Treasury stock (Note 16) — 723 (14,137 ) — — — (13,414 )
Loss on disposal of treasury stock (Notes 16 and 17) — — 94 — — — 94
Unrealized loss on valuation of long-term investment securities (Notes 2 and 4) — — — (1,216,771 ) — — (1,216,771 )
Equity in other comprehensive income changes of affiliates, net (Notes 2 and 5) — — — (70,490 ) — — (70,490 )
Foreign-based operations’ translation adjustment (Note 2) — — — 60,262 — — 60,262
Gain on valuation of currency swap (Notes 2 and 27) — — — 20,360 — — 20,360
Gain on valuation of interest rate swap (Notes 2 and 27) — — — (28,427 ) — — (28,427 )
Increase in minority interest in equity of consolidated subsidiaries — — — — — 1,165,957 1,165,957

Balance, December 31, 2008 W 44,639 W 2,958,854 W (2,159,389 ) W 356,192 W 9,448,185 W 1,175,959 W 11,824,440

~~F-8~~F-9

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY — (Continued)

Accumulated

Other
Total

Common
Capital
Capital
Comprehensive
Retained
Minority
Stockholders’

Stock Surplus Adjustments Income Earnings Interest Equity

(In thousands of U.S. dollars) (Note 2 a)

Balance, January 1, 2008 $ 35,372 $ 2,317,718 ( $ 1,617,731 ) $ 1,260,902 $ 7,064,160 $ 200,778 $ 9,261,199
Cumulative effect of change in accounting policies (Note 2) — 24,680 (24,680 ) — — — —

Adjusted balance, January 1, 2008 35,372 2,342,398 (1,642,411 ) 1,260,902 7,064,160 200,778 9,261,199
Cash dividends (Note 20) — — — — (483,131 ) — (483,131 )
Interim dividends (Note 20) — — — — (57,680 ) — (57,680 )
Net income — — — — 963,327 (192,853 ) 770,474
Conversion of convertible bonds (Notes 9 and 16) — 1,223 — — — — 1,223
Difference between the acquisition cost and the net book value incurred from the capital transactions between companies under common control (Note 2) — — (59,690 ) — — — (59,690 )
Equity in capital surplus changes of affiliates — 381 — — — — 381
Equity in other capital adjustment changes of affiliates — — 2,143 — — — 2,143
Treasury stock (Note 16) — 573 (11,201 ) — — — (10,628 )
Loss on disposal of treasury stock (Notes 16 and 17) — — 74 — — — 74
Unrealized loss on valuation of long-term investment securities (Notes 2 and 4) — — — (964,161 ) — — (964,161 )
Equity in other comprehensive income changes of affiliates, net (Notes 2 and 5) — — — (55,856 ) — — (55,856 )
Foreign-based operations’ translation adjustment (Note 2) — — — 47,751 — — 47,751
Gain on valuation of currency swap (Notes 2 and 27) — — — 16,133 — — 16,133
Gain on valuation of interest rate swap (Notes 2 and 27) — — — (22,525 ) — — (22,525 )
Increase in minority interest in equity of consolidated subsidiaries — — — — — 923,897 923,897

Balance, December 31, 2008 $ 35,372 $ 2,344,575 ( $ 1,711,085 ) $ 282,244 $ 7,486,676 $ 931,822 $ 9,369,604

See accompanying notes to consolidated financial statements.

F-10

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, ~~2005,~~ 2006, 2007 AND ~~2007~~2008


	2005			2006			2007			2007			2006				2007			2008			2008
	In millions of Korean won									In thousands			In millions of Korean Won										In thousands of
										of U.S. dollars													U.S. Dollars
										(Note 2 a)													(Note 2a)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	W	1,868,307		W	1,449,552		W	1,562,265		$	1,669,443
Net Income:													W	1,449,552			W	1,562,265		W	972,338		$	770,474

Expenses not involving cash payments:
Provision for severance indemnities		47,073			47,370			44,233			47,268			47,370				44,233			93,094			73,767
Depreciation and amortization		1,675,528			1,698,364			2,000,701			2,137,958			1,698,364				1,971,327			2,759,276			2,186,431
Provision for bad debts		115,731			86,321			80,876			86,424
Allowance for doubtful accounts														86,321				58,272			73,325			58,102
Foreign currency translation loss		981			1,106			9,411			10,057			1,106				9,411			132,162			104,724
Loss on valuation of trading securities		16			—			1,203			1,286
Loss on valuation of short-term investment securities														—				1,203			8,358			6,623
Equity in losses of affiliates		71,825			211,464			175,474			187,512			211,464				175,474			54,268			43,002
Loss on impairment of investment assets		3,422			27,696			15,526			16,591
Impairment loss on investment securities														27,696				5,466			223,207			176,868
Loss on disposal of investment assets		4,017			6,096			1,190			1,272			6,096				1,190			12,148			9,626
Loss on disposal of property, equipment and intangible assets		6,523			17,148			30,730			32,838			17,148				30,680			70,314			55,716
Loss on disposal of consolidated subsidiaries														—				—			724			574
Impairment loss on assets		260			7,030			3,484			3,723			7,030				10,634			14,754			11,691
Loss on transaction and valuation of currency swap		—			9,258			33,876			36,200			9,258				33,876			441,207			349,609
Loss on transaction of interest rate swap														—				—			48			38
Amortization of discounts on bonds and other		51,846			51,077			49,345			52,730			51,077				47,640			46,586			36,915
Loss from discontinued operation														—				50,101			20,209			16,013

Sub-total		1,977,222			2,162,930			2,446,049			2,613,859			2,162,930				2,439,507			3,949,680			3,129,699

Income not involving cash receipts:
Foreign translation gain														924				5,373			428,575			339,600
Reversal of allowance for doubtful accounts		(450	)		(789	)		(614	)		(656	)		789				614			2,084			1,651
Foreign currency translation gain		(658	)		(924	)		(5,373	)		(5,742	)
Equity in earnings of affiliates														45,787				247,382			24,894			19,726
Gain on valuation of trading securities		(1	)		—			(128	)		(137	)		—				128			—			—
Gain on disposal of investment assets		(24,613	)		(27,490	)		(3,721	)		(3,976	)		27,490		��		3,721			17,409			13,795
Equity in earnings of affiliates		(20,949	)		(45,787	)		(247,382	)		(264,353	)
Gain on disposal of consolidated subsidiaries		(178,689	)		(1,556	)		—			—			1,556				—			—			—
Gain on disposal of property, equipment and intangible assets		(4,693	)		(4,507	)		(9,776	)		(10,447	)		4,507				9,776			10,000			7,924
Gain on transactions and valuation of currency swap		(2,545	)		(16,660	)		(10,799	)		(11,540	)		16,660				10,799			265,142			210,097
Gain on transactions of interest rate swap														—				—			2			2
Gain on conversion of convertible bond		—			—			(373,140	)		(398,739	)		—				373,140			—			—
Gain on redemption of bonds payable		—			—			(6,160	)		(6,583	)
Gain on repayment of bonds														—				6,160			—			—
Gain on disposal of other non-current assets and other		(765	)		(3,075	)		(13,623	)		(14,557	)		3,075				13,623			6,036			4,782

Sub-total		(233,363	)		(100,788	)		(670,716	)		(716,730	)		100,788				670,716			754,142			597,577

Changes in assets and liabilities related to operating activities:
Changes in assets and liabilities related to operating activities :
Accounts receivable — trade		(210,957	)		(161,914	)		2,738			2,926			(161,914	)			43,020			72,097			57,129
Accounts receivable — other		22,284			57,253			372,778			398,352			57,253				372,778			(383,668	)		(304,016	)
Inventories		8,297			(9,145	)		(20,049	)		(21,424	)		(9,145	)			(8,895	)		(66,166	)		(52,429	)
Prepaid expenses		9,016			61,148			76,293			81,527			61,148				67,669			8,841			7,006
Accrued income and other		(24,938	)		5,865			(16,225	)		(17,338	)
Advanced payments and other														5,865				(16,248	)		(59,552	)		(47,189	)
Long-term accounts receivables — other														—				—			514			407
Accounts payable		(34,441	)		161,611			(17,587	)		(18,794	)		161,611				(33,475	)		(104,300	)		(82,647	)
Income taxes payable		88,477			(44,637	)		(21,791	)		(23,286	)		(44,637	)			(21,791	)		118,011			93,511
Accrued expenses		(12,944	)		37,985			(4,101	)		(4,382	)		37,985				(9,723	)		405,084			320,986
Withholdings		19,717			123,003			(111,918	)		(119,596	)		123,003				(111,918	)		70,400			55,784
Current portion of subscription deposits		1,495			885			(8,220	)		(8,784	)		885				(8,220	)		(1,113	)		(882	)
Advance receipts and other		(22,221	)		21,585			25,585			27,340			21,585				21,832			(20,367	)		(16,138	)
Deferred income taxes		7,640			(76,423	)		121,681			130,029			(76,423	)			121,681			(194,865	)		(154,410	)
Dividends received from affiliates		785			1,318			2,184			2,334			1,318				2,184			1,214			962
Severance indemnity payments		(24,365	)		(262,948	)		(13,732	)		(14,674	)		(262,948	)			(13,732	)		(107,037	)		(84,815	)
Deposits for group severance indemnities and other deposits		(32,869	)		162,545			(14,530	)		(15,527	)
Deposits for group severance indemnities and other														162,545				(14,518	)		(610,031	)		(483,384	)

Sub-total		(205,024	)		78,131			373,106			398,703			78,131				390,644			(870,938	)		(690,125	)

Net Cash Provided by Operating Activities		3,407,142			3,589,825			3,710,704			3,965,275			3,589,825				3,721,700			3,296,938			2,612,471

(Continued)

~~F-9~~F-11

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

~~YEARS ENDED DECEMBER 31, 2005, 2006 AND 2007~~

2005 2006 2007 2007
In millions of Korean won In thousands

of U.S. dollars

(Note 2 a)

CASH FLOWS FROM INVESTING ACTIVITIES :
Decrease (increase) in short-term financial instruments W (75,261 ) W 4,470 W (6,974 ) $ (7,452 )
Decrease in long-term financial instruments 2 2 2,118 2,263
Decrease (increase) in trading securities (122,710 ) 80,060 28,696 30,664
Decrease in current portion of long-term investment securities 53,608 — 156 167
Collection of short-term loans 60,530 96,892 119,608 127,814
Collection of long-term loans 57 654 3,652 3,903
Proceeds from disposal of long-term investment securities 40,889 305,953 76,879 82,153
Proceeds from disposal of equity securities accounted for using the equity method 7,539 80,014 20,258 21,648
Proceeds from disposal of consolidated subsidiary 290,966 39,062 — —
Decrease in guarantee deposits 142,131 71,164 32,594 34,830
Decrease in other non-current assets 36,110 19,940 30,444 32,533
Proceeds from disposal of property and equipment 34,179 14,353 31,290 33,437
Proceeds from disposal of intangible assets 107 1,630 6,739 7,201
Cash inflows from transaction of currency swap — — 8,473 9,054
Increase in short-term loans (59,008 ) (92,753 ) (104,674 ) (111,855 )
Increase in long-term loans (5,766 ) (12,623 ) (100,006 ) (106,867 )
Increase in long-term financial instruments (1,140 ) (10,091 ) (652 ) (697 )
Acquisition of long-term investment securities (319,061 ) (1,127,396 ) (417,528 ) (446,172 )
Acquisition of equity securities accounted for using the equity method (231,793 ) (244,333 ) (76,629 ) (81,886 )
Increase in guarantee deposits (75,295 ) (30,290 ) (31,056 ) (33,187 )
Increase in other non-current assets (86,803 ) (132,349 ) (78,853 ) (84,263 )
Acquisition of property and equipment (1,416,622 ) (1,498,142 ) (1,815,966 ) (1,940,549 )
Acquisition of intangible assets (199,494 ) (73,964 ) (115,102 ) (122,999 )
Acquisition of minority interest (11,352 ) (27,406 ) (12,514 ) (13,372 )

Net Cash Used in Investing Activities (1,938,187 ) (2,535,153 ) (2,399,047 ) (2,563,632 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in short-term borrowings — 51,230 35,946 38,412
Issuance of bonds payable 193,683 384,990 761,117 813,333
Proceeds from long-term borrowings — 294,800 28,271 30,211
Repayment of short-term borrowings (376,929 ) — (86,561 ) (92,499 )
Repayment of current portion of long-term debt (500,033 ) (815,287 ) (907,176 ) (969,412 )
Repayment of bonds payable — (1,230 ) (61,306 ) (65,512 )
Payment of dividends (758,192 ) (662,815 ) (581,309 ) (621,189 )
Decrease in facility deposits (7,670 ) (2,630 ) (14,714 ) (15,723 )
Cash outflows from transaction of currency swap — — (8,936 ) (9,549 )
Acquisition and retirement of treasury stock — (209,078 ) (118,512 ) (126,642 )
Disposal of treasury stock — — 45,133 48,229
Increase in minority interest in equity of consolidated subsidiaries 21,243 19,050 62,564 66,856
Other (1,140 ) (11,407 ) (10,624 ) (11,355 )

Net Cash Used in Financing Activities (1,429,038 ) (952,377 ) (856,107 ) (914,840 )

THE EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES (Note 2) (3,036 ) (9,317 ) 2,783 2,974

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DUE TO CHANGES IN CONSOLIDATED SUBSIDIARIES (29,085 ) 14,568 154,227 164,808

PREACQUISITION CASH FLOWS OF SUBSIDIARIES — — (263,133 ) (281,186 )

INCREASE IN CASH AND CASH EQUIVALENTS DUE TO MERGER — — 50,448 53,909

NET INCREASE IN CASH AND CASH EQUIVALENTS 7,796 107,546 399,875 427,308
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR 370,630 378,426 485,972 519,312

CASH AND CASH EQUIVALENTS AT END OF THE YEAR W 378,426 W 485,972 W 885,847 $ 946,620

~~See accompanying notes to consolidated financial statements.~~

2006 2007 2008 2008
In millions of Korean Won In thousands of

U.S. Dollars

(Note 2a)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash inflows from investing activities:
Decrease in short-term investment securities, net W 80,061 W 28,852 W — $ —
Decrease in short-term financial instruments, net 4,470 — 174,441 138,226
Collection of short-term loans 69,892 119,608 215,074 170,423
Decrease in long-term financial instruments 2 2,118 16,159 12,804
Collection of long-term loans 654 3,652 10,646 8,436
Proceeds from sales of long-term investment securities 305,953 4,804 386,740 306,450
Proceeds from sales of equity securities accounted for using the equity method 80,014 20,258 8,292 6,571
Proceeds from disposal of consolidated subsidiary 39,062 — — —
Decrease in guarantee deposits 71,164 32,594 26,361 20,888
Decrease in other non-current assets 19,940 30,444 40,913 32,419
Proceeds from disposal of property and equipment 14,353 30,429 45,533 36,080
Proceeds from disposal of intangible assets 1,630 6,739 9,496 7,525
Cash inflows from transaction of currency swap — 17,242 727 576

Sub-total 714,195 296,740 934,382 740,398

Cash outflows from investing activities:
Increase in short-term financial instruments, net W 10,091 W 7,822 W — $ —
Increase in short-term investment securities, net — — 40 32
Increase in short-term loans 92,753 104,674 239,414 189,710
Increase in long-term financial instruments 652 6,086 4,823
Acquisition of long-term investment securities 1,127,396 371,394 31,420 24,897
Increase in long-term loans 12,623 100,006 35,290 27,964
Acquisition of equity securities accounted for using the equity method 244,333 76,629 601,066 476,281
Increase in equity of consolidated subsidiaries 27,406 12,514 1,093,104 866,168
Increase in guarantee deposits 30,290 31,056 57,287 45,394
Increase in other non-current assets 132,349 78,853 96,303 76,308
Acquisition of property and equipment 1,498,142 1,804,148 2,236,930 1,772,528
Acquisition of intangible assets 73,964 115,102 149,341 118,337
Cash outflows from transaction of currency swap — 8,769 263,495 208,792

Sub-total 3,249,347 2,711,619 4,809,776 3,811,234

Net Cash Used in Investing Activities (2,535,152 ) (2,414,879 ) (3,875,394 ) (3,070,836 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash inflows from financing activities:
Issuance of bonds payable W 384,990 W 761,117 W 1,307,679 $ 1,036,196
Proceeds from short-term borrowings 51,230 35,946 472,958 374,769
Proceeds from long-term borrowings 294,800 — 510,577 404,578
Increase in guarantee deposits received and other 3,370 2,327 4,532 3,591
Proceeds from disposal of treasury stock — 45,133 42,246 33,475
Cash inflows from transaction of currency swap — 2,901 — —
Increase in equity of consolidated subsidiaries 19,050 4,677 64,402 51,032

Sub-total 753,440 852,101 2,402,394 1,903,641

Cash outflows from financing activities:
Repayment of current portion of long-term debt 815,287 907,176 558,107 442,240
Repayment of short-term borrowings — 86,561 — —
Repayment of long-term borrowings 404 93,336 193,400 153,250
Repayment of bonds payable 1,230 61,306 — —
Payment of dividends 662,815 581,309 682,504 540,811
Decrease in subscription deposits 2,630 14,714 — —
Cash outflows from transaction of currency swap — 11,838 — —
Acquisition and retirement of treasury stock 209,078 118,512 63,538 50,347
~~F-10~~
F-12

SK TELECOM CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS — (Continued)

2006 2007 2008 2008
In millions of Korean Won In thousands of

U.S. Dollars

(Note 2a)

Decrease in equity of consolidated subsidiaries — 6,607 24,863 19,701
Other 14,374 11,997 10,567 8,374

Sub-total 1,705,818 1,893,356 1,532,979 1,214,723

Net Cash Provided by (Used in) Financing Activities (952,378 ) (1,041,255 ) 869,415 688,918

THE EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS HELD IN FOREIGN CURRENCIES (Note 2) (9,317 ) 6,097 37,371 29,613

NET INCREASE IN CASH AND CASH EQUIVALENTS DUE TO CHANGES IN CONSOLIDATED SUBSIDIARIES 14,568 102,079 36,413 28,853

PRE ACQUISITION CASH FLOWS OF SUBSIDIARIES — (11,396 ) 17,250 13,669

INCREASE IN CASH AND CASH EQUIVALENTS DUE TO MERGER — 50,448 — —

CASH FLOWS FROM DISCONTINUED OPERATION (Note 2) — (12,777 ) (256,515 ) (203,261 )

NET INCREASE IN CASH AND CASH EQUIVALENTS 107,546 400,017 125,478 99,427

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR (Note 29) 378,426 485,972 885,989 702,052

CASH AND CASH EQUIVALENTS AT END OF THE YEAR (Note 29) W 485,972 W 885,989 W 1,011,467 $ 801,479

See accompanying notes to consolidated financial statements.

F-13

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, ~~2005,~~ 2006, 2007 AND ~~2007~~2008


1.	GENERAL

SK Telecom Co., Ltd. (“SK Telecom”) was incorporated in March 1984 under the laws of Korea to engage in providing cellular telephone communication services in the Republic of Korea. SK Telecom Co., Ltd. and its subsidiaries (the “Company”) mainly provide wireless telecommunications in the Republic of Korea and recently acquired foreign wireless telecommunications operators in Vietnam, Mongolia, and the United States of America. 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 December 31, ~~2007,~~2008, the Company’s total issued shares are held by the following:


			Percentage of				Percentage of
	Number of		Total Shares		Number of		Total Shares
	Shares		Issued (%)		Shares		Issued (%)

SK Group		18,748,452		23.09		18,748,452		23.09
POSCO		2,341,569		2.88		2,341,569		2.88
Institutional investors and other minority stockholders		51,494,656		63.43		51,395,994		63.30
Treasury stock		8,609,034		10.60		8,707,696		10.73

		81,193,711		100.00		81,193,711		100.00


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The ~~accompanying~~ consolidated financial statements of the Company have been prepared in ~~accordance~~conformity with ~~Korean Financial Accounting Standards and Statements~~accounting principles generally accepted in the Republic of Korea Accounting Standards (“SKAS”) No. 1 through No. 25 (except for No. 14 and No. 24). As SKAS No. 14 is related to exceptions to accounting for small and medium-sized entities and SKAS No. 24 is related to financial industry, they do not apply to the Company. The accompanying financial statements were approved by the Company’s board of directors on March 25, 2008.Korea. Significant accounting policies followed in preparing the accompanying consolidated financial statements are summarized as follows:


a.	*~~Basis of Presentation~~*

a. Basis of Presentation

The Company maintains its official accounting records ~~of the Company are expressed~~ in Korean won and ~~are maintained~~prepares statutory consolidated financial statements in ~~accordance~~Korean language (Hangul) in conformity with the ~~relevant laws and regulations of~~accounting principles generally accepted in the Republic of ~~Korea. The~~Korea (“Korean GAAP”). Certain accounting principles ~~and reporting practices followed~~applied by the Company that conform with financial accounting standards and ~~generally accepted in Korea (“Korean GAAP”) may differ in certain respects from~~ accounting principles ~~and reporting practices~~in the Republic of Korea may not conform with accounting principles generally accepted in other ~~countries~~countries. Accordingly, these consolidated financial statements are intended for use by those who are informed about Korean accounting principles and ~~jurisdictions. To conform more closely to presentations customary in filings with the Securities and Exchange Commission of the United States of America, the~~practices. The accompanying 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, changes in stockholders’ equity or cash flows, is not presented in the accompanying consolidated financial statements.

The accompanying consolidated financial statements are stated 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 is included solely for the convenience of ~~the~~ readers of financial ~~statements. The conversion into U.S. dollars was~~statements and has been made at the rate of W~~935.80~~1,262.00 to US$1,1.00, 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~~period ended December 31, ~~2007 .~~2008. Such ~~conversion~~translations into U.S. dollars ~~have been made for the convenience of the readers of financial statements but~~ should not be construed as representations that the Korean won amounts could be converted into U.S. dollars at ~~the above~~that or any other rate. ~~Certain supplementary information included in the statutory Korean language~~

b. Principles of Consolidation

The consolidated financial statements ~~not required for a fair presentation~~include the accounts of SK Telecom and the ~~Company~~following controlled subsidiaries as of December 31, 2006, 2007 and ~~its subsidiaries’ financial position or results of operations, is not presented in the accompanying consolidated financial statements.~~2008. Controlled subsidiaries include (a) majority-owned entities

~~F-11~~F-14

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


b.	*~~Principles of Consolidation~~*

The consolidated financial statements include the accounts of SK Telecom and the following controlled subsidiaries as of December 31, 2005, 2006 and 2007. Controlled subsidiaries include (a) majority-owned entities by SK Telecom or its controlled ~~subsidiary~~subsidiaries and (b) other entities where SK Telecom or its controlled ~~subsidiary owns~~subsidiaries own more than 30% of total outstanding common stock and is the largest stockholder. Meanwhile, if the total assets of the controlled subsidiaries at the beginning of fiscal year were less than W7 billion, those investee are excluded and accounted for using equity method in accordance with Korean GAAP. All significant intercompany balances and transactions have been eliminated in the consolidation ~~procedure.~~procedures.


	Year of		Ownership Percentage (%)									Year of			Ownership Percentage (%)
Subsidiary	Establishment	Primary Business	2005			2006			2007			Establishment		Primary Business	2006		2007		2008

SK Capital Co., Ltd.	1995	Finance		100	.00		—			—
SK Broadband Co., Ltd. (formerly hanarotelecom incorporated)													1997	Telecommunication services		4.8		4.8		43.42
SK Communications Co., Ltd.													1999	Internet website services		87.08		65.71		65.71
SK Telink Co., Ltd.	1998	Telecommunication services		90	.77		90	.77		90	.77		1998	Telecommunication services		90.77		90.77		90.77
SK Communications Co., Ltd.	1999	Internet website services		92	.37		87	.08		65	.71
SK Wyverns Baseball Club Co., Ltd.	2000	Business related sports		99	.99		99	.99		99	.99		2000	Business related sports		99.99		99.99		99.99
Centurion IT Investment Association	2001	Investment association		37	.50		37	.50		—
Global Credit & information Corp.	1998	Credit and collection services		50	.00		50	.00		50	.00
PAXNet Co., Ltd.	1999	Internet website services		67	.10		59	.74		59	.74		1999	Internet website services		59.74		59.74		59.74
F&U Credit information Co., Ltd. (formerly Global Credit & information Corp)													1998	Credit and collection services		50.00		50.00		50.00
Loen Entertainment, Inc. (formerly Seoul Records, Inc.)	1982	Release of music disc		60	.00		60	.00		60	.00		1982	Release of music disc		60.00		60.00		63.48
TU Media Corp.													2003	Satellite broadcasting services		29.58		32.70		44.15
IHQ, Inc.	1962	Business related entertainment		21	.60		34	.08		37	.09		1962	Business related entertainment		34.08		37.09		37.09
TU Media Corp.	2003	Satellite broadcasting services		29	.58		29	.58		32	.70
AirCross Co., Ltd.	2000	Advertising agency		38	.10		38	.10		100	.00
Ntreev Soft Co., Ltd.	2003	Game software		51	.00		51	.00		66	.70		2003	Game software		51.00		66.70		63.70
Commerce Planet Co., Ltd.(formerly Philio Co., Ltd.)	1997	Cosmetic wholesale		—			—			100	.00
Commerce Planet Co., Ltd.													1997	Online shopping mall operation agency		—		100.00		100.00
The First Music Investment Fund ofSK-PVC	2005	Investment association		99	.00		99	.00		99	.00		2005	Investment association		99.00		99.00		99.00
The Second Music Investment Fund of SK-PVC	2005	Investment association		99	.00		99	.00		99	.00		2005	Investment association		99.00		99.00		99.00
SK-KTB Music Investment Fund	2005	Investment association		99	.00		99	.00		99	.00		2005	Investment association		99.00		99.00		99.00
IMM Cinema Fund	2005	Investment association		48	.39		60	.84		72	.24		2005	Investment association		60.84		72.24		72.24
Michigan Global Cinema Fund	2006	Investment association		—			36	.36		45	.45		2006	Investment association		36.36		45.45		45.45
SK i-media Co., Ltd.	2006	Game software		—			60	.00		60	.00		2006	Game software		60.00		60.00		100.00
YTN Media, Inc	2000	Broadcasting services		—			51	.42		51	.42
CU Media, Inc. (formerly YTN Media, Inc)													2000	Broadcasting services		51.42		51.42		52.52
Konan Technology	1999	Multimedia contents		—			7	.51		29	.49		1999	Multimedia contents		7.51		29.49		29.49
Broadband Media Co., Ltd. (formerly hanaromedia incorporated)													1997	Multimedia contents		—		—		100.00
HanaroDream Incorporated													2001	Internet website services		—		—		36.03
Broadband D&M Co., Ltd. (formerly hanaro Realty Development & Management Co., Ltd.)													1998	Facilities Maintenance		—		—		100.00
Broadband CS Co., Ltd. (formerly hanaro Customer Service, Inc.)													1998	Telemarketing Service		—		—		100.00
Etoos Co., Ltd.													2008	Internet Education Service		—		—		100.00
K-net Culture and Contents Venture Fund													2008	Investment association		—		—		59.00
Benex Digital Cultural Contents Fund													2008	Investment association		—		—		39.84
Benex Focus Limited Partnership II													2008	Investment association		—		—		66.67
Open Innovation Fund													2008	Investment association		—		—		98.52
SK Telecom China Co., Ltd.	2002	Telecommunication services		100	.00		100	.00		100	.00		2002	Telecommunication services		100.00		100.00		100.00
ULand Company Ltd.	2004	Telecommunication services		100	.00		100	.00		100	.00		2004	Telecommunication services		100.00		100.00		100.00
SKT Vietnam PTE Ltd. (formerly SLD Telecom PTE Ltd.)	2000	Telecommunication services		55	.10		73	.32		73	.32
SKT Vietnam PTE., Ltd.													2000	Telecommunication services		73.32		73.32		73.32
SKT Americas, Inc. (formerly SK Telecom International Inc.)													1995	Internet website services		100.00		100.00		100.00
SK Telecom Advanced Tech & Service Center													2006	Mobile handset services		100.00		100.00		100.00
Cyworld China Holdings Limited													2006	Internet website services		—		100.00		100.00
SK Telecom China Holdings Co., Ltd.													2007	Internet website services		—		100.00		100.00
Centurion IT Investment Association													2001	Investment association		37.50		—		—
SK Telecom USA Holdings, Inc.	2005	Telecommunication services		100	.00		100	.00		100	.00		2005	Telecommunication services		100.00		100.00		—
Helio, Inc. & Helio, LLC	2005	Mobile handset services		50	.00		48	.08		64	.86
SK Telecom International Inc.	1995	Internet website services		100	.00		100	.00		100	.00
Helio, Inc & LLC													2005	Mobile handset services		48.08		64.86		—
AirCross Co., Ltd.													2000	Advertising agency		38.10		100.00		—
SK Cyberpass, Inc.	2001	International telephone call services		70	.54		70	.54		70	.54		2001	International telephone call services		70.54		70.54		—

In August 2005, the Company purchased a 60.00% equity interest in Loen Entertainment, Inc. (formerly Seoul Record, Inc.) and included it in the consolidation of the accompanying consolidated financial statements from the date of acquisition.

~~F-12~~F-15

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Effective July 1, 2006, IHQ, Inc. and its subsidiary, CU Media, Inc. (formerly YTN Media, ~~Inc.~~Inc) were included in the consolidation of the accompanying financial statements as the Company owned more than 30% of total outstanding common stock and became the largest stockholder.

~~In December 2006, SK Capital Co., Ltd. was dissolved and the Company’s investments in common stock of SK Capital Co., Ltd. were fully liquidated.~~

During the year ended December 31, 2007, TU Media Corp., ~~AirCross Co., Ltd.,~~ Commerce Planet Co., Ltd., Michigan Global Cinema Fund and Konan Technology ~~and Helio Inc. & Helio, LLC~~ became the controlled subsidiaries of the Company, as the Company owns majority ownership interest or more than 30% of total outstanding common stock and is the largest stockholder other than Konan Technology. Konan Technology is owned by SK Communications Co., Ltd. by 29.49% as of December 31, ~~2007.~~2008. As SK Communications Co., Ltd. has call option to acquire all other stockholders’ common stocks and the call option are exercisable at little or no economic cost, which is regarded as de facto control of Konan Technology, Konan Technology was included in consolidation even though the Company’s ownership interest is below 30%.

Effective January 1, ~~2005, ULand Company Ltd. was included in the consolidation of the accompanying consolidated financial statements as its total assets at the beginning of that fiscal year were more than~~ W~~7 billion, in accordance with Korean GAAP. And, effective January 1,~~ 2007, Ntreev Soft Co., Ltd., and SK i-media Co., Ltd.~~, and SK Cyberpass, Inc.~~ were included in the consolidation of the accompanying consolidated financial statements as their total assets at the beginning of that fiscal year were more than W7 billion, in accordance with Korean GAAP.

Effective January 1, 2007, Centurion IT investment Association was excluded in the consolidation of the accompanying consolidated financial statements as it was dissolved on February 28, 2008. It iswas accounted for using the equity method of accounting from January 1, 2007.


c.	*~~Use of Estimates~~*

Effective April 1, 2008, the Company acquired an additional 91,406,249 common shares of SK Broadband Co., Ltd. (formerly hanarotelecom incorporated) which increased the Company’s ownership from 4.6% to 43.4%. As a result, SK Broadband Co., Ltd. and its subsidiaries, Broadband Media Co., Ltd., Hanaro Dream Incorporated, Broadband D&M Co., Ltd. and Broadband CS Co., Ltd., were included in the consolidation of accompanying financial statements as the Company owned more than 30% of total outstanding common stock and became the largest stockholder.

For the year ended December 31, 2008, Etoos Co., Ltd, a newly established by SK Communications was included in the consolidation.

During the year ended December 31, 2008, Benex Digital Cultural Contents Fund, Benex Focus Limited Partnership II,K-net Culture and Contents Venture Fund and Open Innovation Fund became the controlled subsidiaries of the Company, as the Company owns majority ownership interest or more than 30% of total outstanding common stock and is the largest stockholder.

Effective January 1, 2008, SK Telecom Advanced Tech & Service Center, Cyworld China Holdings Limited and SK Telecom China Holdings Co., Ltd. were included in the consolidation of accompanying financial statements as its total assets at the beginning of that fiscal year were more than W7 billion, in accordance with Korean GAAP.

For the year ended December 31, 2008, SK Telecom USA Holdings, Inc. which was incorporated to manage the Company’s investment to Helio LLC in 2005 was fully liquidated. Meanwhile, for the year ended December 31, 2008, the equity interest in Helio held by SK Telecom USA Holding, Inc. were exchanged into the equity interest in Virgin mobile USA Inc. As a result, Helio Inc & LLC was excluded from the consolidation.

Effective January 1, 2008, SK Cyberpass, Inc. was excluded from the consolidation as its total assets at the beginning of that fiscal year were less than W7 billion, in accordance with Korean GAAP.

Effective January 1, 2008, Aircross Co., Ltd. was excluded from the consolidation as it was liquidated in March 2009.

c. Use of Estimates

The preparation of consolidated financial statements in conformity with Korean GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities

F-16

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

and the disclosure of contingent assets and liabilities at the dates of the consolidated balance sheets, and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates.


d.	*~~Cash Equivalents~~*

d. Cash Equivalents

Cash equivalents are highly liquid investments and short term financial instruments, which are readily convertible without significant transaction cost, do not have significant risk from changes in interest rates, and with original maturities of three months or less.


e.	*~~Allowance for Doubtful Accounts~~*

e. Allowance for Doubtful Accounts

Allowance for doubtful accounts is provided based on the estimated collectability of individual accounts and historical bad debt experience.

~~F-13~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Details of changes in the allowance for doubtful accounts receivable -— trade for ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005			2006			2007			2006			2007			2008

Beginning balance	W	71,090		W	133,499		W	106,737		W	133,499		W	106,737		W	93,551
Write-offs		(49,181	)		(90,780	)		(90,475	)		(90,780	)		(90,475	)		(50,065	)

Net		21,909			42,719			16,262			42,719			16,262			43,486
Provision for doubtful accounts receivable-trade		112,792			61,457			71,439			61,457			48,835			62,973
Provision for doubtful accounts receivable-trade for the discontinued operation											—			22,604			—
Increase (decrease) due to the changes in consolidated subsidiaries		(1,202	)		2,561			5,850			2,561			5,850			43,861

End of year	W	133,499		W	106,737		W	93,551		W	106,737		W	93,551		W	150,320


f.	*~~Inventories~~*

f. Inventories

Inventories are stated at the acquisition cost using the following methods:


Assets		Methods

E-commerce inventories		Moving average method
Replacement units for wireless telecommunication facilities and supplies for sales promotion		Moving average method
Wireless device		FIFO
Books and CDs		FIFO

During the year, perpetual inventory systems are used to value inventories, which are adjusted to physical inventory counts performed at the end of the year. When the market value of inventories is less than the acquisition cost, carrying amount is reduced to the market value and any difference is charged to current operations as operating expenses. A valuation loss of W~~639 million,~~ W168 million and W584 million was recorded for the years ended December 31, ~~2005,~~ 2006, 2007, respectively, and ~~2007, respectively.~~a reversal of allowance for inventory valuation loss of W168 million was recorded for the year ended December 31, 2008.


g.	*~~Securities (excluding securities accounted for using the equity method of accounting)~~*

g. 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~~consideration paid) including incidental cost incurred in connection with acquisition of the related securities and classified into trading,

F-17

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

available-for-sale and held-to-maturity (debt only) securities depending on the acquisition purpose and nature. The acquisition cost of the equity securities acquired by exercising ~~the~~a conversion right is the carrying amount of the convertible bonds exchanged. However, if those newly acquired equity securities are marketable securities in an active trading market, the acquisition cost of such equity securities is the market value of those equity securities at the acquisition date and the difference between the market value of the newly acquired equity securities and the carrying amount of the exchanged convertible bonds is charged to the current operation as gain or loss on conversion.

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 accumulated other comprehensive income (loss) and the unrealized gains or losses are reflected in net income when the securities are sold or if there is an objective evidence of impairment such as bankruptcy of investees. Equity securities are stated at acquisition cost if fair value cannot be reliably measured.

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 declines in the fair value below its

~~F-14~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

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.


h.	*~~Equity Securities Accounted for Using the Equity Method of Accounting~~*

h. Equity 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 stockholders’ equity of the investee. Differences between the acquisition cost and net asset fair value of the investee are amortized over 5 to 20 years using the straight-line method. ~~Considering~~When applying the ~~percentage~~equity method of ~~ownership,~~accounting, unrealized inter-company gains and losses are eliminated. In addition, 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.

Assets and liabilities of foreign-based companies accounted for using the equity method are translated at current rate of exchange at the balance sheet date while profit and loss items in the statement of earnings are translated at average rate and capital account at historical rate. The translation gains and losses arising from collective translation of the foreign currency financial statements of foreign-based companies are offset and the balance is remained as accumulated other comprehensive income (loss) in the Company’s stockholders’ equity.

Under the equity method of accounting, the Company does not record its share of losses of an affiliate when such losses would make the Company’s investment in such entity less than zero unless the Company has guaranteed obligations of the investee or is otherwise committed to provide additional financial support. The Company provides for additional losses for these 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. In addition, when the Company’s share of equity interest in the equity method investees increases as a result of capital transactions of the investees with (or without) consideration, the increase in the Company’s proportionate shares in the investees are treated as goodwill or negative goodwill and when the Company’s share of equity interest in the equity method investees decrease as a result of capital transactions of the investees with (or without) consideration, the decrease in the Company’s proportionate shares in the investees are accounted for as gain or loss on disposal.

F-18


i.	*~~Troubled Debt Restructuring~~*

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

i. Troubled Debt Restructuring

In case that contractual terms such as the face amount, interest rate, or maturity are changed to alleviate the debtor’s burdens in accordance with an agreement between the creditor and the debtor, initiation of corporate reorganization procedures under court trustee or under debtor’s management, the Company recognizes the restructured receivables at present value of the expected future cash flows discounted by the reasonable interest rate and amortizes the difference between principal amount and present value to interest income using the effective interest rate method.


j.	*~~Property and Equipment~~*

j. Valuation of Long-term Accounts Receivable — Other

Long-term accounts receivable 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 receivable balances. Such imputed interest is included in operations using the effective interest rate method over the collection period.

k. Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. 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.

~~F-15~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Depreciation is computed using the declining balance method (except for buildings and structures acquired on or after January 1, 1995 which are depreciated using straight-line method) over the estimated useful lives of the related assets as follows:


		~~Useful Lives~~
Assets	Depreciation Method	Useful Lives (Years)

Buildings and structures	Declining balance method (straight-line method)		15 ~~~50~~~ 50
Machinery	Declining balance method		3 ~9~ 9
Other	Declining balance method		3 ~5~ 5

Interest expenses and other financing charges for borrowings related to the manufacture or construction of property and equipment are charged to current operations as incurred.


k.	*~~Intangible Assets~~*

l. Intangible Assets

Intangible assets are stated at cost less amortization computed using the straight-line method over 2 to 20 years.

The Company capitalizes the cost of internal-use software which has a useful life in excess of one year. Capitalized internal-use software costs are amortized using the straight-line method over 5 years and are recorded in intangible assets.


l.	*~~Government Subsidy~~*

m. Government Subsidy

Government subsidy, which is used for the acquisition of certain assets, is accounted for as a deduction from the acquisition cost of the acquired assets. Such subsidy amount is offset against the depreciation or amortization of the acquired assets during such assets’ useful life. Government subsidy, which is required to be repaid, is recorded as a liability in the balance sheet. Government subsidy with no repayment obligation, which is used to purchase a designated asset or to develop a certain technology, is presented as a deduction of the related asset and is amortized against the depreciation or amortization expense of the related asset. Government subsidy, contributed to compensate for specific expenses, is offset against the related expenses as incurred.

F-19


m.	*~~Impairment Losses~~*

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

n. Impairment Losses

When the recoverable amount of assets (that are not recorded at fair value) including investment assets (except for trading and ~~available-for-sales~~available-for-sale investments in listed companies), property and equipment, and intangible assets isare significantly less than the carrying value due to obsolescence, physical damage, decline in market value or other causes, the carrying value is reduced to the recoverable amount and any difference is charged to current operation as an impairment losses.


n.	*~~Convertible Bonds and Bonds with Stock Purchase Warrants~~*

o. Convertible Bonds and Bonds with Stock Purchase Warrants

The proceeds from issuance of convertible bonds ~~or bonds with stock purchase warrants~~ are allocated between the conversion rights or warrant rights and the debt issued; the portion allocable to the conversion rights ~~or warrant rights~~ is accounted for as capital surplus with a corresponding conversion right adjustment ~~or warrant rights adjustment~~ which is deducted from the related bonds. Such conversion right ~~adjustment or warrant rights~~ adjustment is amortized to interest expense using the effective interest rate method over the redemption period of the convertible ~~bonds or bonds with stock purchase warrants.~~bonds. The portion allocable to the conversion ~~rights or warrant~~ rights is measured by deducting the present value of the debt at time of issuance from the gross proceeds from issuance of convertible bonds, ~~or bonds with stock purchase warrants,~~ 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 issuance date.

~~F-16~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~
p. Discounts on Bonds

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


o.	*~~Discounts on Bonds~~*

Discounts on bonds are amortized to interest expense using the effective interest rate method over the redemption period of the bonds.


p.	*~~Valuation of Long-term Payables~~*

q. Valuation of Long-term Payables

Long-term payables resulting from long-term installment transactions are stated at 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.


q.	*~~Provisions, Contingent Liabilities and Contingent Assets~~*

r. 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 ~~27)~~26). When a possible range of loss in connection with a probable loss contingency as of the balance sheet date is estimable with reasonable certainty, and some amount within that range appears at the time to be a better estimate than any other amount within the range, the Company accrues such amount. When no amount within the range appears to be a better estimate than any other amount, the minimum amount in that range is recorded.

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 from 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.

F-20


r.	*~~Accrued Severance Indemnities~~*

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

s. Accrued Severance Indemnities

In accordance with the policies of the Company, 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.

SK Telecom and certain domestic subsidiaries have 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 their employees, totaling W~~191,354~~28,868 million, W~~28,868~~45,878 million and W~~45,878~~68,559 million as of December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively, are deducted from accrued severance indemnities.

In accordance with the Korean National Pension Fund Law, SK Telecom and its domestic subsidiaries transferred a portion of its accrued severance indemnities to the National Pension Fund through March 1999. Such transfers, amounting to W~~5,217~~91 million, W9186 million and W8627 million as of December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively, are deducted from accrued severance indemnities.

~~F-17~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Effective March 31, 2006, SK Telecom changed its policy for the severance indemnities applicable to those employees who joined SK Telecom before or on December 31, 2002 from cumulative method, where employees are entitled to get paid more than one month of salary for each year depending on the length of service, to simple multiplier method, where employees are paid one month of salary for each year regardless of their service period in accordance with the resolution of SK Telecom’s joint labor-management conference held on March 16, 2006. As a result of such policy change, SK Telecom distributed early settlements to those eligible employees on their accumulated severance indemnities as of March 31, 2006 on a mandatory basis, and paid the additional bonuses of W125,890 million for those employees who received the mandatory distribution for their early settlement as compensation for those employees.

The Company recorded such compensation costs as special severance indemnities in other expenses for the year ended December 31, 2006. In addition, SK Telecom executed the early retirement program and the related special bonus of W18,131 million were paid to eligible employees and accounted for as special severance indemnities in other expenses for the year ended December 31, 2006.

Changes in accrued severance indemnities for ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005			2006			2007			2006			2007			2008

Beginning net balance	W	80,984		W	71,284		W	22,284		W	71,284		W	22,284		W	44,322
Provision		47,073			47,370			44,233			47,370			44,233			93,094
Payments to employees		(24,365	)		(262,948	)		(13,732	)		(262,948	)		(13,732	)		(107,037	)
Net increase due to the changes in consolidated subsidiaries		594			4,010			6,291			4,010			6,291			44,718
Changes in deposits for severance indemnities		(33,002	)		162,568			(14,754	)		162,568			(14,754	)		(21,282	)

Ending net balance	W	71,284		W	22,284		W	44,322		W	22,284		W	44,322		W	53,815

Ending balance :
Accrued severance indemnities	W	267,855		W	51,243		W	90,286		W	51,243		W	90,286		W	122,401
Deposits with insurance companies		(191,354	)		(28,868	)		(45,878	)		(28,868	)		(45,878	)		(68,559	)
National Pension Fund		(5,217	)		(91	)		(86	)		(91	)		(86	)		(27	)

Net balance	W	71,284		W	22,284		W	44,322		W	22,284		W	44,322		W	53,815


s.	*~~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 17). 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 expired due to such stock options not being exercised within the exercisable period, are transferred to other capital surplus from capital adjustments.

~~F-18~~F-21

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


t.	*~~Accounting for Leases~~*

t. Accounting for Leases

A lease is classified as a finance lease or an operating lease depending on the extent of transfer to the Company of the risks and rewards incidental to ownership. If a lease meets any one of the following criteria, it is accounted for as a finance lease:


	•	The lease transfers ownership of the asset to the lessee by the end of the lease term;

	•	The lessee has the option to purchase the asset at a bargain price and it is certain that the option will be exercised;

	•	The lease term is for the major part (75% or more) of the economic life of the asset even if title is not transferred;

	•	At the date of lease commencement, the present value of the minimum lease payments amounts to at least substantially all (90% or more) of the fair value of the leased asset; or

	•	The leased assets are of such a specialized nature that only the lessee can use them without major modifications.

All other leases are treated as operating leases.

Assets and liabilities related to finance leases are recorded as property and equipment and obligations under finance leases, respectively, and the related interest is calculated using the effective interest rate method and charged to expense. For operating leases, the future minimum lease payments are expensed ratably over the lease term while contingent rentals are expensed as incurred.


u.	*~~Research and Development Costs~~*

u. 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~~252,046~~211,961 million, W~~211,961~~218,652 million and W~~218,653~~226,714 million for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively, and external research and development costs of W~~69,140~~67,021 million, W~~67,021~~74,388 million and W~~74,388~~72,993 million for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively.


v.	*~~Foreign-based Operations’ Translation Adjustment~~*

v. Foreign-based Operations’ Translation Adjustment

In translating the foreign currency financial statements of the Company’s overseas subsidiaries into Korean won, the Company presents the translation gain or loss as a foreign-based operations’ translation adjustment in the accumulated other comprehensive income (loss) section of the balance sheet. The translation gain or loss arises from the application of different exchange rates; the year-end rate for balance sheet items except stockholders’ equity, the historical rate for stockholders’ equity and the daily average rate for statement of income items.


w.	*~~Accounting for Foreign Currency Transactions and Translation~~*

w. Accounting for Foreign Currency Transactions and Translation

SK Telecom and its domestic subsidiaries maintain their accounts in Korean won. Transactions in foreign currencies are recorded in Korean won based on the prevailing rate of exchange at the dates of transactions. As allowed under Korean GAAP, monetary assets and liabilities denominated in foreign currencies are translated in the accompanying consolidated financial statements at the Base Rates announced by Seoul Money Brokerage Services, Ltd. on the balance sheet dates, which, for U.S. dollars, were W~~1,013.00=~~929.60=US$1, W~~929.60=~~938.20=US$1 and W~~938.20=~~1,257.50=US$1 at December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively. The resulting gains and losses arising from the translation or settlement of such assets and liabilities are included in current operations.

~~F-19~~F-22

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


x.	*~~Derivative Instruments~~*

x. 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 accumulated other comprehensive income (loss) 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.


y.	*~~Revenue Recognition~~*

y. Revenue Recognition

The Company recognizes revenue when they are realized or realizable and earned. Revenues are realized or realizable and earned when the Company has persuasive evidence of an arrangement, the goods have been delivered or the services have been rendered to the customer, sales price is fixed or determinable and ~~collectibility~~collectability is reasonably assured.

The revenue of the Company is principally derived from telecommunication service including data services and wireless device sales. Telecommunication service consists of fixed monthly charges, usage-related charges and non-refundable activation fees. Fixed monthly charges are recognized in the period earned. Usage-related charges are recognized at the time services are rendered. Non-refundable activation fees are recognized when the activation service was performed.

Meanwhile, the Company recognizes sales revenues on a gross basis when the Company is the primary obligator in the transactions with customers and if the Company merely acts an agent for the buyer or seller from whom it earns a commission, then sales revenues are recognized on a net basis.

SK Telecom’s subsidiaries also sell products and merchandises to customers and these sales are recognized at the time products and merchandises are delivered.


z.	*~~Income Taxes~~*

z. Income Taxes

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 consolidated 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. Deferred income tax assets and liabilities are classified into current and non-current based on the classification of related assets or liabilities for financial reporting purposes.


*~~aa.~~*	*~~Net Income Per Share~~*

aa. Net Income Per Share

Net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net income per share of common stock is calculated by dividing adjusted net income by adjusted weighted average number of shares outstanding during the period, taking into account the dilutive effect of stock option and convertible bonds.


*~~ab.~~*	*~~Handset Subsidies to Long-term Mobile Subscribers~~*

ab. Handset Subsidies to Long-term Mobile Subscribers

Effective ~~March 27, 2006,~~April 1, 2008, the Telecommunication ~~Law of Korea~~Business Act was revised to allow wireless carriers to provide handset subsidies to ~~subscribers who have maintained their wireless account with~~customers without any restrictions. As a result, the ~~same carrier for~~Company provides lump-sum handset

~~F-20~~F-23

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~18 months or longer and~~subsidies to customers who ~~have not received such subsidies within the last two years~~agree to acquire new or renewed subscriber relationships. The Company commenced its handset subsidy program on the effective date of the revised Telecommunications Law and included a clause in the service contract which allows the Company to change the terms of its subsidy program, includinguse the Company’s ~~ability~~service for the predetermined service period and the subsidies are charged to ~~terminate the program at any time after a thirty day notice to its subscribers. The Company charges such handset subsidies to commissions~~commission paid as the related payments are made. In case where the customers agree to use the Company’s service for the predetermined service period and purchase handsets on installment basis, the subsidies are paid every month over the installment period and the Company provides provision for handset subsidies estimated to be paid based on the historical experience (See note 26).


*~~ac.~~*	*~~Adoption of New Statements of Korea Accounting Standards (“SKAS”)~~*

ac. Use of Estimates

~~On January 1, 2005,~~The Company’s management makes reasonable estimates and assumptions in preparing the ~~Company adopted SKAS No. 15 through No. 17. The adoption~~financial statements in conformity with accounting principles generally accepted in the Republic of ~~such accounting standards~~Korea. These estimates and assumptions can change according to additional experiences, changes in circumstances, new information and other and could differ from actual results.

ad. Reclassification

Certain reclassifications have been made in prior periods financial statements to conform to classifications used in the current period. Such reclassifications did not have an effect on the ~~consolidated financial position of the Company~~previously reported net assets as of December 31, ~~2005~~2007 and 2006 or ~~consolidated~~ net income ~~of the Company~~ for the ~~year ended December 31, 2005 except as follows:~~years then ended.


	•	Through 2004, when the Company’s equity interests in the equity method investees were diluted as a result of the equity method investees’ new issuance of their common stocks to third parties, the changes in the Company’s proportionate equity of investees were accounted for as capital transactions. Effective January 1, 2005, such transactions are accounted for as income statement treatment, pursuant to adoption of SKAS No. 15, “Investments : Equity Method”. As a result of adopting SKAS No. 15, net income for the year ended December 31, 2005 increased by W~~6,262 million (net of tax effect of~~ W~~2,375 million).~~

	•	Through 2004, tax effects of temporary differences related to capital surplus or capital adjustment (accumulated other comprehensive income) 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 (accumulated other comprehensive income), 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~~67,612 million and~~ W~~97,768 million, respectively, and total stockholders’ equity as of December 31, 2005 decreased by~~ W~~30,156 million, which was directly reflected in capital surplus or capital adjustment (accumulated other comprehensive income) (see Note 18).~~

	•	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. 17 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 net income for the year ended December 31, 2005 increased by~~ W~~5,376 million (see Note 27).~~

ae. Adoption of New Statements of Korea Accounting Standards (“SKAS”)

On January 1, 2006, the Company adopted SKAS No. 18 through No. 20. The adoption of such accounting standards did not have an effect on the consolidated financial position of the Company as of December 31, 2006 or the consolidated net income of the Company for the year ended December 31, 2006.

On January 1, 2007, the Company adopted SKAS No. 11, and No. 21 through No. 23, and No. 25. The adoption of such accounting standards did not have an effect on the consolidated financial position of the Company as of December 31, 2007 or consolidated net income of the Company for the year ended December 31, 2007. Details of primary change due to such adoption of SKASs are as follows:


	•	Pursuant to adoption of SKAS No. 21, “Preparation and Presentation of Financial Statements”, certain amounts classified as capital adjustments through 2006 are classified as accumulated other comprehensive income (loss); such amounts include unrealized gain/loss on available-for-sale securities, equity in capital adjustments of affiliates and gain/loss on valuation of derivative instruments. In addition, certain amounts

~~F-21~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


		classified as investment assets through 2006 are classified as other non-current assets; such amounts include long-term loans, guarantee deposits, long-term deposits and others. The accompanying consolidated balance sheets as of December 31, 2005 and 2006, which are comparatively presented, were reclassified in accordance with SKAS No. 21.


	•	Pursuant to adoption of SKAS No. 25, “Consolidated Financial Statements”, net income is allocated to majority interest and minority interest. In addition, when a subsidiary is purchased during the year, statement of income of the subsidiary is included in the consolidation as though it had been acquired at the beginning of the year, and pre-acquisition earnings are presented as deduction at the bottom of the consolidated statements of income. The accompanying consolidated statements of income for the years ended December 31, 2005 and 2006, which are comparatively presented, were reclassified in accordance with SKAS No. 25. In addition, in connection with the Company’s adoption of SKAS No. 25, the Company also begun to present pre-acquisition cash flows of subsidiaries as a separate deduction (addition) at the bottom of the Company’s consolidated statements of cash flows.

	•	There is no significant change due to the adoption of SKAS No. 11, No. 22 and No. 23.


3.	~~INVENTORIES~~

~~Inventories as of~~The amended SKAS No. 25, “Consolidated Financial Statements”, which is effective December ~~31, 2005 and 2006 and 2007 consist of~~29, 2008, clarifies that when the ~~following (In millions of Korean won):~~parent’s ownership interest in a subsidiary is increased after control is obtained, the

2005 2006 2007

Merchandise W 863 W 1,167 W 42,787
Finished goods 766 2,282 4,054
Semi-finished goods — 41 706
Raw materials 493 313 165
Supplies 6,301 16,782 3,733

Total 8,423 20,585 51,445
Less allowance for valuation loss (639 ) (807 ) (4,393 )

Net W 7,784 W 19,778 W 47,052

4. ~~INVESTMENT SECURITIES~~
a. ~~Trading Securities~~
~~Trading securities as of December 31, 2005, 2006 and 2007 are as follows (In millions of Korean won):~~

Acquisition

Cost at
Fair Value at

December 31,
December 31,
Carrying Amount
2007 2007 2005 2006 2007
(Note a)

Stocks W — W — W 12 W 12 W —
Beneficiary certificates 636,509 635,434 777,460 665,300 635,434

Total W 636,509 W 635,434 W 777,472 W 665,312 W 635,434

~~(note a)~~ ~~The difference between the fair value and the acquisition cost of trading securities amounting to~~ W~~1,075 million as of December 31, 2007 was accounted for as gain on valuation of trading securities of~~ W~~128 million and loss on valuation of trading securities of~~ W~~1,203 million.~~

~~F-22~~F-24

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

difference between the consideration for additional acquisition of interest and portion of net asset of subsidiary, which had been previously recognized as capital surplus, should be recognized as other capital adjustment if the difference is negative amount and there is no related capital surplus earned at previous transaction. As the amended SKAS No. 25, “Consolidated Financial Statements” is applied retroactively during the year ended December 31, 2008, the 2006 and 2007 financial statements presented comparatively are restated, which results in the increase in capital surplus by W16,072 million and W31,146 million as of December 31, 2006 and 2007, respectively, and the decrease in other capital adjustment by W16,072 million and W31,146 million as of December 31, 2006 and 2007, respectively.

af. Discontinued Operation

When a subsidiary is disposed during the year, the results of its operations in the consolidated income statement are treated as discontinued operation and should be presented as a single item between income tax expenses for continuing operation and net income.

On August 22, 2008, the Company disposed its investment in Helio LLC which was incorporated to provide cellular telephone communication service in the US to Virgin Mobile USA in accordance with the agreement entered into on June 27, 2008. As a result, the operation of Helio LLC was presented as discontinued operation.

And, the details from discontinued operation for the years ended December 31, 2007 and 2008 are as following (In millions of Korean won):

2006 2007 2008

Revenue W — W 154,805 W 116,607
Operating Expense — (446,348 ) (230,478 )
Other Income (expense) — (603 ) (15,917 )
Income tax benefit — — 109,579
Preacquisition net loss for subsidiary — 242,045 —

Net loss — W (50,101 ) W (20,209 )

Cash flows from discontinued operation for the years ended December 31, 2007 and 2008 are as following (In millions of Korean won)

2006 2007 2008

Operating Activities W — W (38,749 ) W (213,899 )
Investing Activities — (1,832 ) (51,631 )
Financing Activities — 27,804 9,015

Net W — W (12,777 ) W (256,515 )

Meanwhile, total assets and liabilities related to discontinued operation as of December 31, 2007 totaled W224,583 million and W160,968 million, respectively.

F-25

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


*b.3.*	*~~Long-term Investment Securities~~INVENTORIES*

~~Long-term~~Inventories as of December 31, 2006, 2007 and 2008 consist of the following (In millions of Korean won):

2006 2007 2008

Merchandise W 1,167 W 42,787 W 17,032
Finished goods 2,282 4,054 4,079
Semi-finished goods 41 706 509
Raw materials 313 165 13
Supplies 16,782 3,733 14,105

Total 20,585 51,445 35,738
Less allowance for valuation loss (807 ) (4,393 ) (764 )

Net W 19,778 W 47,052 W 34,974

4.   INVESTMENT SECURITIES
a.  Short-term Investment Securities
Short-term investment securities as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):

2005 2006 2007

Available-for-sale equity securities W 923,821 W 1,011,971 W 4,689,905
Available-for-sale debt securities 296,273 1,463,636 469,729
Held-to-maturity securities 115 146 94

Total 1,220,209 2,475,753 5,159,728
Less current portion (1 ) (335 ) (101,209 )

Long-term portion W 1,220,208 W 2,475,418 W 5,058,519

Acquisition Cost
Fair Value

at December 31,
at December 31,
Carrying Amount
2008 2008 2006 2007 2008

Trading securities(Note) W 376,563 W 367,001 W 665,312 W 635,434 W 367,001
Current portion of long-term investment securities 7,545 5,912 335 101,209 5,912

Total W 384,108 W 372,913 W 665,647 W 736,643 W 372,913

~~b-(1).~~  (Note) ~~Available-for-sale Equity Securities~~ The Company’s trading securities are all beneficiary certificates as of December 31, 2008, and the difference between the fair value and acquisition cost was recorded in other expenses as loss on valuation of short-term investment securities.

~~Available-for-sale equity~~b.  Long-term Investment Securities
Long-term investment securities as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean ~~won, except for share data)~~won):

December 31, 2007 Carrying Amount
Ownership

Number of
Percentage
Acquisition
Fair

Shares (%) Cost Value 2005 2006 2007

(Investments in listed companies)

Digital Chosunilbo Co., Ltd. 2,890,630 7 .8 W 5,781 W 8,629 W 5,796 W 5,897 W 8,629
hanarotelecom incorporated 11,045,000 4 .8 121,677 116,525 56,440 88,581 116,525
KRTnet Corporation 234,150 4 .4 1,171 2,470 2,646 2,517 2,470
POSCO 2,481,310 2 .8 332,662 1,426,753 501,225 766,725 1,426,753
DAEA TI Co., Ltd. (Formerly Comas Interactive Co., Ltd.) 99,120 0 .2 1,695 228 83 83 228
eXtended Computing Environment Co., Ltd. (note a) 133,333 3 .3 10 905 10 876 905
nTels Co., Ltd. (note b) 205,200 8 .2 34 1,525 34 34 1,525
Qualcomm Inc. 55,805 0 .1 2,756 2,060 — — 2,060
China Unicom Ltd. (note c) 899,745,075 6 .6 1,333,009 1,936,840 — — 1,936,840
ZeroOne Interactive Co., Ltd. 2,472,999 7 .2 4,500 2,770 — 3,845 2,770
T-Entertainment Co., Ltd. 1,026,695 6 .2 2,500 1,817 — — 1,817
HB Entertainment Co., Ltd. — — — — 2,408 1,137 —

sub-total 1,805,795 3,500,522 568,642 869,695 3,500,522

(Investments in non-listed companies)

LG Powercomm Co., Ltd. (Formerly Powercomm Co., Ltd.) (note d) 7,500,000 5 .0 240,243 89,422 77,130 80,370 89,422
SK C&C Co., Ltd. (note e) 6,000,000 30 .0 501,652 1,037,604 — — 1,037,604
Japan MBCO (note f) 54,000 7 .3 27,332 — 27,332 — —
Eonex Technologies Inc. (note g) 144,000 12 .3 3,600 (note g ) 4,593 4,593 4,593
The Korea Economic Daily 2,585,069 13 .8 13,964 (note��g ) 13,964 13,964 13,964
Cheongsol 4,328 7 .7 5,000 (note g ) — 5,000 5,000
Other (note h) 132,244 (note g ) 32,168 34,333 20,611

sub-total 924,035 155,187 138,260 1,171,194

(Investments in funds)

Korea IT Fund (note i) — 190,000 — —
Others (note j) 18,313 9,992 4,016 18,189

sub-total 18,313 199,992 4,016 18,189

Total W 2,748,143 W 923,821 W 1,011,971 W 4,689,905

2006 2007 2008

Available-for-sale equity securities W 1,011,971 W 4,689,905 W 3,102,833
Available-for-sale debt securities 1,463,636 469,729 8,261
Held-to-maturity securities 146 94 113

Total 2,475,753 5,159,728 3,111,207
Less current portion (335 ) (101,209 ) (5,912 )

Long-term portion W 2,475,418 W 5,058,519 W 3,105,295

~~F-23~~F-26

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

Available-for-sale equity securities as of December 31, 2006, 2007 and 2008 are as follows (In millions of Korean won, except for share data):

December 31, 2008 Carrying Amount
Ownership

Number
Percentage
Acquisition

of Shares (%) Cost Fair Value 2006 2007 2008

(Investments in listed companies)

Digital Chosunilbo Co., Ltd. 2,890,630 7.8 W 5,781 W 5,636 W 5,897 W 8,629 W 5,636
SK Broadband Co., Ltd. (formerly hanarotelecom incorporated) — — — (note a ) 88,581 116,525 —
KRTnet Corporation 234,150 4.4 1,171 1,098 2,517 2,470 1,098
POSCO 2,481,310 2.8 332,662 942,898 766,725 1,426,753 942,898
DAEA TI Co., Ltd. (formerly Comas Interactive Co., Ltd.) 99,120 0.2 1,695 89 83 228 89
Extended Computing Environment Co., Ltd. 133,333 3.0 10 40 876 905 40
nTels Co., Ltd. 205,200 6.2 34 504 34 1,525 504
Qualcomm Inc. 55,805 0.1 2,756 2,514 — 2,060 2,514
China Unicom Ltd. (note b) 899,745,075 3.8 1,333,009 1,357,648 — 1,936,840 1,357,648
LG Powercomm Co., Ltd. (note c) 6,066,666 4.6 241,243 39,433 80,370 89,422 39,433
ZeroOne Interactive Co.,Ltd.(note d) — — — — 3,845 2,770 —
T-Entertainment Co., Ltd. 1,026,695 6.2 2,500 1,355 — 1,817 1,355
HB Entertainment Co., Ltd. — — — — 1,137 — —
De Chocolate E&TF Co., Ltd. 709,219 2.7 1,000 660 — — 660
C.C.S. Inc. 29,696 0.6 414 249 — — 249
Medifron DBT Co., Ltd. 170,525 0.9 328 246 — — 246

sub-total 1,922,603 2,352,370 950,065 3,589,944 2,352,370

(Investments in non-listed companies)

SK C&C Co., Ltd. (note e) 6,000,000 30.0 501,652 676,716 — 1,037,604 676,716
Eonex Technologies Inc. 144,000 12.3 3,600 (note f ) 4,593 4,593 —
The Korea Economic Daily 2,585,069 13.8 13,964 (note g ) 13,964 13,964 13,964
Dreamline Corp. 1,520,373 8.9 16,160 (note h ) — — 8,519
Cheongsol 216,400 7.1 4,494 (note g ) 5,000 5,000 4,494
Other 148,928 (note f, g ) 34,333 20,611 24,329

sub-total 688,798 57,890 1,081,772 728,022

(Investments in funds)

Others 22,441 (note f ) 4,016 18,189 22,441

sub-total 22,441 4,016 18,189 22,441

Total W 2,633,842 W 1,011,971 W 4,689,905 W 3,102,833

(note a) the first quarter of 2008, the Company acquired additional 91,406,249 shares of SK Broadband Co., Ltd. (formerly hanarotelecom incorporated) common stock which increased the Company’s ownership from 4.6% to 43.4%. As the Company’s ownership in such investees increased to more than 20% and the Company can exercise significant influence, the investment in common stock of SK Broadband Co., Ltd. was included in the consolidation of accompanying financial statement.

~~(note a)~~ The common stocks of eXtended Computing Environment Co., Ltd. were newly listed on the Korea Securities Dealers Automated Quotation in the Korea Stock Exchange during the year ended December 31, 2006.
(note b) ~~The common stocks of nTels Co., Ltd. were newly listed on the Korea Securities Dealers Automated Quotation in the Korea Stock Exchange during the year ended December 31, 2007.~~
~~(note c)~~ In accordance with the resolution of the Company’s board of directors ofon August 20, 2007, convertible bonds of China Unicom Ltd. were converted into common ~~stocks~~stock and reclassified to ~~available-for-sale~~available-for sale equity securities from available-for-sale debt securities. And, the related gain on conversion of convertible bonds of W373,140 million was recorded during the year ended December 31, 2007.

(note d)c) ~~The Company recorded its investments in~~As the common ~~stock~~stocks of LG Powercomm Co., Ltd. were listed on the stock Market of Korea Exchange during the year ended December 31, 2008, the Company recorded the investment at its ~~fair~~market value ~~which was estimated by assistance of an outside professional valuation company using the present value technique. The unrealized loss on valuation of investments amounting to~~ W~~163,113 million,~~ W~~159,873 million and~~ W~~150,820 million~~ as of December 31, ~~2005, 2006~~2008. In addition, as the difference between the market value and ~~2007, respectively, were~~carrying value of the

F-27

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	investments is material and the market value is significantly less than the acquisition cost over the long-term period, the Company recorded ~~as accumulated other comprehensive loss.~~W201,243 million of impairment loss on investment securities during the year ended December 31, 2008.


(note d)	During the year ended December 31, 2008, SK-KTB Music Investment Fund, a subsidiary of the Company, sold 2,472,999 common shares of ZeroOne Interactive Co.,Ltd.

(note e)		The investment in common stock of SK C&C Co., Ltd. was reclassified to available-for-sale securities from equity securities accounted for using the equity method during the ~~fourth quarter of~~year ended December 31, 2007, as SK C&C Co., Ltd. became the ultimate parent company of the Company. The Company recorded its investments in common stock of SK C&C Co., Ltd. at its fair value, which was estimated bywith the assistance of an outside professional valuation company using the present value ~~technique. The~~of expected future cash flows and the unrealized gain on valuation of investments ~~totaling~~totals W~~691,248~~501,155 million (net of tax effect of W190,093 million) and W250,413 million (net of tax effect of W79,947 million) as of December 31, 2007 ~~including the equity in other comprehensive income of affiliates amounting to~~ W155,295 million incurred prior to the reclassification was recorded as accumulated other comprehensive income. In addition, its acquisition cost was adjusted to the carrying amount valued using the equity method of accounting less the equity in other comprehensive income of affiliates prior to the reclassification.and 2008, respectively.


	(note f)			Due to the impairment of the ~~Company’s investments in common stock~~investment of ~~Japan MBCO,~~Eonex Technologies Inc. and others, the Company recorded W17,486 million of impairment loss ~~on such investments of~~ W~~27,332 million for~~during the year ended December 31, ~~2006.~~2008.


	(note g)	As a reasonable estimate of fair value could not be made, the investment is stated at acquisition cost.

(note h)	The Company recorded its investment in common stock of ~~Eonex Technologies Inc. was reclassified to available-for-sale securities from equity securities accounted for~~Dreamline Corp. at its fair value (W5,603 per share) estimated using ~~the equity~~market approach and income approach valuation method ~~during the year ended December 31, 2003, as the Company’s ownership in such investees decreased to less than 20%~~ and the Company no longer exercises 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. Meanwhile, during the year ended December 31, 2007, the investment in common stock of Pantech Co., Ltd. was reclassified to available-for-sale equity securities from equity securities accounted for using the equity method as the Company no longer exercise significant influence over the investee as a result of Pantech’s 20 to 1 stock consolidation which resulted in decrease in the Company’s ownership to 0.5% from 22.7%. And, the carrying amountrelated unrealized losses on valuation of the investment ~~as of December 31, 2007 is nil.~~
	~~(note h)~~	~~Due to the impairment of the Company’s investments~~are included in common stock of TeleMerc.com, Fibernett Co., Ltd. and others in 2005, Astro Nest Inc., D&D Media Inc. and others in 2006 and Skycross Korea Co., Ltd., GOMID Co., Ltd. and others in 2007, the Company recorded impairment losses of W~~3,057 million,~~ W~~364 million and~~ W~~5,342 million for the years ended December 31, 2005, 2006 and 2007, respectively.~~
	~~(note i)~~	The investment in Korea IT Fund was reclassified to equity securities accounted for using the equity method for the year ended December 31, 2006 as the Company has the ability to exercise significant influence on the investee.
	~~(note j)~~	~~Due to the impairment of their investments in cinema projects, the Company recorded impairment losses of~~ W~~235 million, nil and~~ W~~124 million for the year ended December 31, 2005, 2006 and 2007, respectively.~~accumulated other comprehensive loss.

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

Available-for-sale debt securities as of December 31, 2006, 2007 and 2008 are as follows (In millions of Korean won):

Acquisition

Cost at

December 31,
Carrying Amount

Maturity
2008 2006 2007 2008

Public bonds (note a) W 1,260 W 51,313 W 51,353 W 1,260
Currency stabilization bonds (note b) — 49,894 49,713 —
Closed beneficiary certificates Oct. 20, 2009 3,501 — 4,788 3,551
Bond-type beneficiary certificates (note c) 3,000 5,072 360,641 1,868
Convertible bonds of China Unicom Ltd. Jul. 5, 2009 — 1,276,703 — —
Convertible bonds of Eonex Technologies, Inc. Oct. 11, 2008 — 1,000 1,000 —
Convertible bonds of Empas Corp. Oct. 18, 2009 — 78,670 — —
Others 2,134 984 2,234 1,582

Total 9,895 1,463,636 469,729 8,261
Less current portion of available-for-sale debt securities (7,544 ) (256 ) (101,209 ) (5,911 )

Long-term available-for-sale debt securities W 2,351 W 1,463,380 W 368,520 W 2,350

~~F-24~~F-28

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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

~~Available-for-sale debt securities as of December 31, 2005, 2006 and 2007 are as follows (In millions of Korean won):~~

Acquisition

Cost

at December 31,
Carrying Amount

Maturity
2007 2005 2006 2007

Public bonds (note a) W 51,558 W 1,599 W 51,313 W 51,353
Currency stabilization bonds (note b) 49,948 294,674 49,894 49,713
Closed beneficiary certificates Oct. 20, 2009 4,750 — — 4,788
Bond-type beneficiary certificates (note c) 351,385 — 5,072 360,641
Convertible bonds of Real Telecom Co., Ltd. (note d) Mar. 29, 2007 10,656 — — —
Convertible bonds of China Unicom Ltd. (note e) Jul. 5, 2009 — — 1,276,703 —
Convertible bonds of Eonex Technologies, Inc. (note f) Oct. 11, 2008 1,000 — 1,000 1,000
Convertible bonds of Empas Corp. (note g) Oct. 18, 2009 — — 78,670 —
Others 2,234 — 984 2,234

Total 471,531 296,273 1,463,636 469,729
Less current portion of available-for-sale debt securities (101,789 ) — (256 ) (101,209 )

Long-term available-for-sale debt securities W 369,742 W 296,273 W 1,463,380 W 368,520

The Interest income incurred from available-for-sale debt securities for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 wereW~~914 million,~~ W7,991 million, W4,800 million and W~~4,800~~5,226 million, respectively.

(note a) The maturities of public bonds as of December 31, ~~2007~~2008 are within 1 year for W~~50,145~~159 million, ~~and~~ within 5 years for W~~1,208~~1,089 million and over 5 years for W12 million.

(note b) ~~The maturities of currency~~Currency stabilization bonds ~~as of~~were fully redeemed at their maturities for the year ended December 31, ~~2007 are within 1 year.~~2008.

(note c) The maturities of bond-type beneficiary certificates as of December 31, 2008 are within 1 year.
b-(3). Held-to-maturity Securities
Held-to-maturity securities as of December 31, 2006, 2007 and 2008 are as follows (In millions of Korean won):

Acquisition Cost at

December 31,
Carrying Amount
Maturity 2008 2006 2007 2008

Public bonds (note a ) W 113 W 146 W 94 W 113
Less current portion of held-to-maturity securities (79 ) — (1 )

Long-term held-to-maturity securities W 67 W 94 W 112

The Interest income incurred from held-to-maturity securities for the years ended December 31, 2006, 2007 and 2008 were W8 million, W25 million and W3 million, respectively.
(note a) The maturities of public bonds as of December 31, 2008 are within 1 year for W~~1,251~~1 million, ~~and~~ within 5 years for W~~359,390~~51 million and within 10 years for W61 million.
~~(note d)~~ ~~The convertible bonds of Real Telecom Co., Ltd. with a principal amount of~~ W~~10,656 million can be converted into 371,018 shares of common stock of Real Telecom Co., Ltd. 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 prior to December 31, 2004.~~
~~(note e)~~ In accordance with the resolution of the Company’s board of directors of August 20, 2007, convertible bonds of China Unicom Ltd. were converted into its common stocks and reclassified to available-for-sale equity securities from available-for-sale debt securities. As a result of such conversion, the Company recorded gain on conversion of convertible bonds of W~~373,140 million for the year ended December 31, 2007.~~
~~(note f)~~ ~~On October 11, 2006, the Company purchased convertible bonds of Eonex Technologies, Inc. at principal amount of~~ W~~1,000 million. Such convertible bonds can be converted into 7,142 shares of common stock of Eonex Technologies, Inc. at~~ W140,000 per share during the period from April 1, 2007 to October 11, 2008. Unless either early redeemed or converted, the notes are redeemable at 106% of the principal amount at maturity. If all such bonds are converted, the Company’s equity interest in Eonex Technologies, Inc. will increase to 12.9%.
~~(note g)~~ SK Communications Co., Ltd., a subsidiary of SK Telecom purchased convertible bonds of Empas Corp. on October 19, 2006. On November 1, 2007, SK Communications Co., Ltd. merged Empas Corp., and the convertible bonds of Empas Corp. were totally retired.

~~F-25~~F-29

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~b-(3). Held-to-maturity Securities~~

~~Held-to-maturity securities as of December 31, 2005, 2006 and 2007 are as follows (In millions of Korean won):~~

Acquisition Cost

at December 31,
Carrying Amount
Maturity 2007 2005 2006 2007

Public bonds (note a ) W 94 W 115 W 146 W 94
Less current portion of held-to-maturity securities (1 ) (79 ) —

Long-term held-to-maturity securities W 114 W 67 W 94

~~The Interest income incurred from held-to-maturity securities for the years ended December 31, 2005, 2006 and 2007 were~~ W~~3,755 million,~~ W~~8 million and~~ W~~25 million, respectively.~~
~~(note a)~~ ~~The maturities of public bonds as of December 31, 2007 are within 5 years for~~ W~~31 million and within 10 years for~~ W~~63 million.~~

b-(4). Changes in Unrealized Gains (Losses) on Valuation on Long-term Investment Securities

The changes in unrealized gains (losses) on valuation on long-term investment securities for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):

For the Year Ended December 31, 2005 For the Year Ended December 31, 2006
Minority Interest
Minority

Transferred
in Equity of
Transferred
Interest in Equity

Beginning
Increase/
to Realized
Consolidated
Ending
Beginning
Increase/
to Realized
of Consolidated
Ending

Balance (Decrease) Gain (Loss) Subsidiaries Balance Balance (Decrease) Gain (Loss) Subsidiaries Balance

Digital Chosunilbo Co., Ltd. W (3,758 ) W 3,772 W — W — W 14 W 14 W 102 W — W — W 116
hanarotelecom incorporated (50,657 ) (14,580 ) — — (65,237 )
SK Broadband Co., Ltd. (formerly hanarotelecom incorporated) (65,237 ) 32,141 — — (33,096 )
KRTnet Corporation 1,007 468 — — 1,475 1,475 (129 ) — — 1,346
POSCO 131,343 37,220 — — 168,563 168,563 265,500 — — 434,063
Comas Interactive Co., Ltd. (Formerly INNOTG Co., Ltd.) (1,543 ) (68 ) — — (1,611 ) (1,611 ) — — — (1,611 )
Extended Computing Environment Co., Ltd. — 866 — — 866
ZeroOne Interactive Co., Ltd. — (655 ) — 71 (584 )
HB Entertainment Co., Ltd. — 150 — (94 ) 56 56 (1,272 ) — 795 (421 )
SK Securities Co., Ltd. (3,133 ) 3,610 (477 ) — —
SINJISOFT Corporation 460 — (460 ) — —
Cowon Systems, Inc. — 585 (585 ) — —
LG Powercomm Co., Ltd. (Formerly Powercomm Co., Ltd.) (168,678 ) 5,565 — — (163,113 )
LG Powercomm Co., Ltd. (163,113 ) 3,240 — — (159,873 )
Eonex Technologies Inc. 2,011 — — — 2,011 2,011 — — — 2,011
WiderThan Co., Ltd. (27 ) 27 — — —
Public bonds — (4 ) — — (4 )
Currency stabilization bonds — (217 ) — — (217 ) (217 ) 906 (677 ) — 12
Convertible bonds of China Unicom Ltd. — 319,648 — — 319,648
Convertible bonds of Empas Corp. — 33,820 — (4,218 ) 29,602

Sub-total (92,975 ) 36,532 (1,522 ) (94 ) (58,059 ) (58,059 ) 654,163 (677 ) (3,352 ) 592,075
Less tax effect (note a) 25,568 (10,046 ) 418 26 15,966 15,966 (179,894 ) 186 895 (162,847 )

Total W (67,407 ) W 26,486 W (1,104 ) W (68 ) W (42,093 ) W (42,093 ) W 474,269 W (491 ) W (2,457 ) W 429,228

~~F-26~~F-30

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	For the Year Ended December 31, 2006															For the Year Ended December 31, 2007
										Minority Interest															Minority
							Transferred			in Equity of												Transferred			Interest in Equity
	Beginning			Increase/			to Realized			Consolidated			Ending			Beginning			Increase/			to Realized			of Consolidated			Ending
	Balance			(Decrease)			Gain (Loss)			Subsidiaries			Balance			Balance			(Decrease)			Gain (Loss)			Subsidiaries			Balance

Digital Chosunilbo Co., Ltd.	W	14		W	102		W	—		W	—		W	116		W	116		W	2,731		W	—		W	—		W	2,847
hanarotelecom incorporated		(65,237	)		32,141			—			—			(33,096	)
SK Broadband Co., Ltd. (formerly hanarotelecom incorporated)																	(33,096	)		27,944			—			—			(5,152	)
KRTnet Corporation		1,475			(129	)		—			—			1,346			1,346			(46	)		—			—			1,300
POSCO		168,563			265,500			—			—			434,063			434,063			660,028			—			—			1,094,091
Comas Interactive Co., Ltd. (Formerly INNOTG Co., Ltd.)		(1,611	)		—			—			—			(1,611	)
eXtended Computing Environment Co., Ltd.		—			866			—			—			866
ZeroOne Interactive Co.,Ltd.		—			(655	)		—			71			(584	)
DAEA TI Co., Ltd. (Formerly Comas Interactive Co., Ltd.)																	(1,611	)		145			—			—			(1,466	)
Extended Computing Environment Co., Ltd.																	866			29			—			—			895
nTels Co., Ltd.																	—			1,490			—			—			1,490
Qualcomm Inc. Ltd.																	—			(696	)		—			—			(696	)
China Unicom Ltd.																	—			599,012			—			—			599,012
ZeroOne Interactive Co., Ltd.																	(584	)		(1,147	)		—			189			(1,542	)
T-Entertainment Co., Ltd.																	—			(682	)					74			(608	)
HB Entertainment Co., Ltd.		56			(1,272	)		—			795			(421	)		(421	)		421			—			—			—
LG Powercomm Co., Ltd.																	(159,873	)		9,053			—			—			(150,820	)
(Formerly Powercomm Co., Ltd.)		(163,113	)		3,240			—			—			(159,873	)
SK C&C Co., Ltd.																	—			691,248			—			—			691,248
Eonex Technologies Inc.		2,011			—			—			—			2,011			2,011			—			—			—			2,011
Public bonds		—			(4	)		—			—			(4	)		(4	)		(201	)		—			—			(205	)
Currency stabilization bonds		(217	)		906			(677	)		—			12			12			(247	)		—			—			(235	)
Convertible bonds of China Unicom Ltd.		—			319,648			—			—			319,648			319,648			208,095			(527,743	)		—			—
Convertible bonds of Empas Corp.		—			33,820			—			(4,218	)		29,602			29,602			—			(29,602	)		137			137
Beneficiary certificates																	—			9,256			—			46			9,302

Sub-total		(58,059	)		654,163			(677	)		(3,352	)		592,075			592,075			2,206,433			(557,345	)		446			2,241,609
Less tax effect (note a)		15,966			(179,894	)		186			895			(162,847	)		(162,847	)		(607,406	)		153,270			(13	)		(616,996	)

Total	W	(42,093	)	W	474,269		W	(491	)	W	(2,457	)	W	429,228		W	429,228		W	1,599,027		W	(404,075	)	W	433		W	1,624,613

~~F-27~~F-31

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	For the Year Ended December 31, 2007															For the Year Ended December 31, 2008
										Minority Interest																Minority
							Transferred			in Equity of												Transferred				Interest in Equity
	Beginning			Increase/			to Realized			Consolidated			Ending			Beginning			Increase/			to Realized				of Consolidated			Ending
	Balance			(Decrease)			Gain (Loss)			Subsidiaries			Balance			Balance			(Decrease)			Gain (Loss)				Subsidiaries			Balance

Available-for-sales securities:
Digital Chosunilbo Co., Ltd.	W	116		W	2,731		W	—		W	—		W	2,847		W	2,847		W	(2,992	)	W	—			W	—		W	(145	)
hanarotelecom incorporated		(33,096	)		27,944			—			—			(5,152	)
SK Broadband Co., Ltd. (formerly hanarotelecom incorporated)																	(5,152	)		—			5,152				—			—
KRTnet Corporation		1,346			(46	)		—			—			1,300			1,300			(1,373	)		—				—			(73	)
POSCO		434,063			660,028			—			—			1,094,091			1,094,091			(483,855	)		—				—			610,236
DAEA TI Co., Ltd. (Formerly Comas Interactive Co., Ltd.)		(1,611	)		145			—			—			(1,466	)		(1,466	)		(140	)		—				—			(1,606	)
eXtended Computing Environment Co., Ltd.		866			29			—			—			895
Extended Computing Environment Co., Ltd.																	895			(865	)		—				—			30
nTels Co., Ltd.		—			1,490			—			—			1,490			1,490			(1,020	)		—				—			470
Qualcomm Inc. Ltd.		—			(696	)		—			—			(696	)		(696	)		454			—				—			(242	)
China Unicom Ltd.		—			599,012			—			—			599,012			599,012			(998,891	)		—				—			(399,879	)
LG Powercomm Co., Ltd.																	(150,820	)		150,459			—				204			(157	)
ZeroOne Interactive Co., Ltd.		(584	)		(1,147	)		—			189			(1,542	)		(1,542	)		—			1,730				(188	)		—
T-Entertainment Co., Ltd.		—			(682	)		—			74			(608	)		(608	)		(462	)		—				50			(1,020	)
HB Entertainment Co., Ltd.		(421	)		421			—			—			—
LG Powercomm Co., Ltd. (Formerly Powercomm Co., Ltd.)		(159,873	)		9,053			—			—			(150,820	)
De Chocolate E&TF Co., Ltd.																	—			(341	)		—				214			(127	)
C.C.S. Inc.																	—			(44	)		—				25			(19	)
Medifron DBT Co., Ltd.																	—			(83	)		—				47			(36	)
Dreamline Corp.																	—			(9,162	)		—				5,184			(3,978	)
Saeronet Broadcasting Co., Ltd.																	—			(81	)		—		��		46			(35	)
SK C&C Co., Ltd.		—			691,248			—			—			691,248			691,248			(360,888	)		—				—			330,360
Eonex Technologies Inc.		2,011			—			—			—			2,011			2,011			(2,011	)		—				—			—
Public bonds		(4	)		(201	)		—			—			(205	)		(205	)		205			—				—			—
Currency stabilization bonds		12			(247	)		—			—			(235	)		(235	)		235			—				—			—
Convertible bonds of China Unicom Ltd.		319,648			208,095			(527,743	)		—			—
Convertible bonds of Empas Corp.		29,602			—			(29,602	)		137			137			137			—			—				—			137
Beneficiary certificates		—			9,256			—			46			9,302			9,302			(10,656	)		133				985			(236	)

Sub-total		592,075			2,206,433			(557,345	)		446			2,241,609			2,241,609			(1,721,511	)		7,015				6,567			533,680
Less tax effect (note a)		(162,847	)		(607,406	)		153,270			(13	)		(616,996	)		(616,996	)		492,830			(1,453	)			(219	)		(125,838	)

Total	W	429,228		W	1,599,027		W	(404,075	)	W	433		W	1,624,613		W	1,624,613		W	(1,228,681	)	W	5,562			W	6,348		W	407,842


	(note a)			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, which are other comprehensive income (loss) items, in accordance with SKAS No. 16 “Income Taxes”, which is effective January 1, 2005.

~~F-28~~F-32

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


5.	EQUITY SECURITIES ACCOUNTED FOR USING THE EQUITY METHOD

Equity securities accounted for using the equity method as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won, except for share data):


	December 31, 2007									Carrying Amount								December 31, 2008
			Ownership													Number		Ownership		Acquisition		Net Asset					Carrying Amount
	Number		Percentage		Acquisition		Net asset									of Shares		Percentage (%)		Cost		Value					2006		2007		2008
	of Shares		(%)		Cost		Value			2005		2006		2007

Pantech Co., Ltd. (Formerly SK Teletech Co., Ltd.)		—		—	W	—	W	—	(note a)	W	55,732	W	—	W	—
SK Marketing & Company Co., Ltd.																	5,000,000		50.0	W	190,000	W	96,798		(note n	)	W	—	W	—	W	96,798
AirCross Co., Ltd.																	1,575,000		100.0		2,440		7,289		(note d	)		1,477		—		7,289
SK C&C Co., Ltd.		—		—		—		—	(note b)		168,244		268,278		—		—		—		—		—		(note a	)		268,278		—		—
STIC Ventures Co., Ltd.		—		—		—		—	(note c)		8,379		8,611		—		—		—		—		—		(note b	)		8,611		—		—
TU Media Corp.		—		—		—		—	(note d)		32,343		7,214		—		—		—		—		—		(note c	)		7,214		—		—
AirCross Co., Ltd.		—		—		—		—	(note e)		966		1,477		—
Harex Info Tech, Inc.		225,000		21.2		3,375		417			2,530		1,805		1,118		225,000		21.2		3,375		245					1,805		1,118		596
SK Mobile		—		42.5		10,322		3,273	(note f)		—		4,666		3,273		—		20.0		4,930		2,110		(note e	)		4,666		3,273		2,111
Skytel Co., Ltd.		1,756,400		26.4		2,159		7,743			4,786		5,823		7,743		1,951,777		29.3		2,159		13,858					5,823		7,743		13,858
SK China Company Ltd.		28,160		20.7		3,195		1,222			485		—		137		94,960		29.7		6,159		4,556					—		137		3,577
Helio, LLC & Helio, Inc.		—		—		—		—	(note g)		102,272		80,130		—		—		—		—		—		(note f	)		80,130		—		—
TR Entertainment																	13,542,553		42.2		10,953		2,770		(note o	)		—		—		9,626
Virgin Mobile USA, Inc.																	—		16.6		72,496		(57,084	)	(note p	)		—		—		62,096
SK Telecom China Holding Co., Ltd.																	—		—		—		—		(note u	)		—		19,070		—
SK USA, Inc.		49		49.0		3,184		3,141			3,279		3,016		3,141		49		49.0		3,184		5,249					3,016		3,141		5,249
Korea IT Fund		190		14.3		190,000		210,568	(note h)		—		193,061		210,568		190		63.3		190,000		210,735		(note g	)		193,061		210,568		210,735
Michigan Global Cinema Fund				—		—		—	(note i)		4,000		3,773		—		—		—		—		—		(note h	)		3,773		—		—
Centurion IT Investment Association																	—		—		—		—		(note i	)		—		2,463		—
3rd Fund of Isu Entertainment				31.3		3,000		2,028			2,500		2,419		2,028		25		31.3		2,500		1,882					2,419		2,028		1,882
Centurion IT Investment Association				53.2		1,930		2,463	(note j)		—		—		2,463
Magic Tech Network																	4,500		30.0		8,494		2,162		(note g	)		—		—		7,725
SK Telecom Global Investment B.V.																	18,000		100.0		26,044		31,807		(note r	)		—		—		31,807
SKY Property Mgmt. Ltd.																	22,980		60.0		283,368		287,006		(note s	)		—		—		287,006
CDMA Mobile Phone Center				50.0		147,627		66,001			40,810		84,689		66,001		—		50.0		161,256		67,139					84,689		66,001		67,139
Wave City Development Co., Ltd.																	380,000		19.0		1,967		1,908		(note t	)		—		—		1,908
SK Cyberpass, Inc.																	33,196		84.9		6,372		3,809		(note m	)		1,780		—		4,068
E-Eye High Tech																	—		65.5		20,952		11,121		(note u	)		—		—		19,801
Cyworld Japan Co., Ltd.																	1,250,000		100.0		10,584		1,169					4,362		4,091		3,690
Cyworld Incorporated																	9,500,000		100.0		9,071		—					3,592		2,672		2,672
Prmaxsoftware tech.Co.,Ltd.																	—		89.3		7,128		7,127		(note v	)		—		—		7,127
Mobile Money Ventures, LLC																	—		50.0		8,821		5,283		(note w	)		—		—		5,283
SK Telecom Holdings America, Inc.																	100		100.0		12,990		12,990					—		4,050		12,990
Benex Movie Expert Fund																	810		46.6		8,100		8,045		(note x	)		—		—		8,045
Empas Corp.		—		—		—		—	(note k)		—		36,474		—		—		—		—		—		(note j	)		36,474		—		—
SK i-media Co., Ltd.		—		—		—		—	(note l)		—		11,312		—		—		—		—		—		(note k	)		11,312		—		—
Cyworld Japan Co., Ltd.		1,250,000		100.0		10,584		1,943	(note m)		726		4,362		4,091
Cyworld Incorporated		9,500,000		100.0		9,071		—	(note m)		524		3,592		2,672
SK Telecom China Holding Co., Ltd		—		100.0		19,070		19,070	(note m)		—		—		19,070
Ntreev Soft Co., Ltd.		—		—		—		—	(note l)		—		4,800		—		—		—		—		—		(note k	)		4,800		—		—
Konan Technology		—		—		—		—	(note l)		—		4,037		—		—		—		—		—		(note k	)		4,037		—		—
SK Cyberpass, Inc.		—		—		—		—	(note l)		1,949		1,780		—
Cyworld Europe GmbH		—		50.2		4,208		1,321	(note m)		—		512		—
Cyworld China (Holdings) Ltd.		9,000,100		100.0		8,467		—	(note m)		—		12		—
WiderThan Co., Ltd.		—		—		—		—			11,503		—		—
IHQ, Inc.		—		—		—		—			14,755		—		—
SKT-HP Ventures, LLC.		—		—		—		—			5,290		—		—
Etoos Group Inc.		—		—		—		—			2,586		—		—
Other investment in affiliates		—		—		35,601		—			8,220		19,090		28,661						44,183							19,602		24,611		25,434

Total					W	451,793				W	471,879	W	750,921	W	350,966					W	1,097,526						W	750,921	W	350,966	W	898,512


~~(note a)~~		~~60% equity interests in SK Teletech Co., Ltd. were sold to Curitel Communications, Inc. and the Company recorded a gain of~~ W178,689 million for the year ended December 31, 2005. As the Company’s ownership in SK Teletech Co., Ltd. decreased from 89.1% to 29.1%, SK Teletech Co., Ltd. was excluded from consolidation effective July 1, 2005. In addition, the investments in common stock of SK Teletech Co., Ltd. were accounted for using the equity method of accounting for the six months ended December 31, 2005. In addition, effective December 1, 2005, SK Teletech Co., Ltd was merged into Pantech Co., Ltd. and the Company’s ownership interest decreased from 29.1% to 22.7%. The difference between the Company’s portion of the merged company’s equity and the carrying amount at the date of merger of W269 million was recorded as a loss on disposal of investment assets for the year ended December 31, 2005. On December 11, 2006, Pantech Co., Ltd. requested its creditor banks for a debt restructuring due to deterioration of its liquidity. On December 15, 2006, Pantech entered into creditor banks agreement (the “Agreement”) with its eight creditor banks including Korea Development Bank (“KDB”), its main creditor bank. In the first half of 2007, the Company’s shares of Pantech were reduced to 1,278,515 shares from 25,570,306 shares in accordance with the Pantech’s 20 to 1 stock consolidation. In accordance with debt-equity swap, the Company’s ownership decreased from 22.7% to 0.5% for the year ended December 31, 2007. As a result, the investment in common stock of Pantech was reclassified to available-for-sale equity securities during the year ended December 31, 2007 as the Company no longer exercises significant influence over the investee.

~~F-29~~F-33

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note b)a)		For the year ended December 31, 2007, the Company’s shares of SK C&C Co., Ltd. were increased to 6,000,000 shares from 300,000 shares as a result of SK C&C Co., Ltd.’s 20 to 1 stock split. In addition, the investment in common stock of SK C&C Co., Ltd. was reclassified toavailable-for-sale equity securities, as SK C&C Co., Ltd. became the ultimate parent company of the Company by increasing its ownership interest in SK Holdings Co., Ltd., a split-off company from SK Corporation Co., Ltd. to 25.42% as of December 31, 2007.
(note c)b)		For the year ended December 31, 2007, the Company disposed all of its 1,600,000 shares of STIC Ventures Co., Ltd.
(note d)c)		TU Media Corp. was newly included in consolidation effective April 1, 2007 as the Company’s ownership interest increased to 32.7% and is the largest stockholder of TU Media Corp.
(note e)d)		For the year ended December 31, 2007, the Company acquired additional 975,000 shares of AirCross Co., Ltd. from WiderThan Co., Ltd. and others, which increased the Company’s ownership interest from 38.1% to 100.0%~~, accordingly~~. Accordingly AirCross Co., Ltd. was newly included in consolidation in 2007. However, for the year ended December 31, 2008, AirCross Co., Ltd. Was excluded from ~~this year.~~the consolidation and accounted for using the equity method as it was fully liquidated during March 2009.
(note f)e)		On March 31, 2006, the Company acquired 42.5% interests of common stock of SK Mobile from Pantech Co., Ltd. and others.
(note g)f)		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 and manage Helio, LLC, a joint venture company in the United States of America, which was established in order to provide wireless telecommunication service in the United States of America. Through December 31, 2007, the Company additionally invested in Helio, LLC and the Company’s ownership interest increased to 64.9%. As a result, Helio, LLC became subsidiary and included in consolidation effective November 1, 2007.
(note h)g)		The investment in Korea IT Fund was reclassified to equity securities accounted for using the equity method for the year ended December 31, 2006 as the Company has ability to exercise significant influence on the investee. In accordance with the Agreement of Korea IT Fund, the Company has voting rights of 14.3%, while the Company invested 63.3% of total capital contribution and has profit sharing rights of 63.3%.
(note i)h)		As TU Media Corp. became a subsidiary of the Company during the year ended December 31, 2007, TU Media Corp.’s ownership interest in Michigan Global Cinema Fund added to the Company’s ownership interest in Michigan Global Fund for the calculation of controlling ownership interest. As a result, Michigan Global Cinema Fund was newly included in consolidation effective April 1, 2007.
(note j)i)		Centurion IT Investment Association was deconsolidated as it was dissolved on February 2008; instead, it was accounted for using the equity method for the year ended December 31, 2007.
(note k)j)		Empas Corp. was merged into SK Communications Co., Ltd. during the year ended December 31, 2007.
(note l)k)		Through the year ended December 31, 2006, these investees were excluded from consolidation and accounted for using the equity method even though the Company’s ownership interest is over majority because their total assets at the beginning of the fiscal year were less than W7 billion in accordance with Korean GAAP. However, as the investees’ total assets as of December 31, 2006 increased to more than W7 billion, these investees were included in consolidation effective January 1, 2007.
(note m)l)		Even though the Company’s ownership interest is over majority, these investees are excluded from the consolidation and accounted for using the equity method as their total assets at the beginning of the fiscal year were less than W7 billion, in accordance with Korean GAAP.
(note m)		Through the year ended December 31, 2006, SK Cyberpass, Inc. was excluded from consolidation and accounted for using the equity method even though the Company’s ownership interest is over majority because its total assets at the beginning of the fiscal year were less than W7 billion in accordance with Korean GAAP. As its total assets as of December 31, 2006 increased to more than W7 billion, these investees were included in consolidation effective January 1, 2008. But, as its total assets as of December 31, 2007 declined to below W7 billion, it was accounted for using the equity method again in 2008.

F-34

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note n)		For the year ended December 31, 2008, the Company acquired 5,000,000 shares of SK Marketing & Company Co., Ltd. As a result, the Company holds 50.0% ownership in SK Marketing & Company Co. Ltd.
(note o)		For the year ended December 31, 2008, the Company acquired 13,542,553 shares of TR Entertainment. As a result, the Company holds 42.2% ownership in TR Entertainment.
(note p)		For the year ended December 31, 2008, the Company acquired 16.6% ownership in Virgin Mobile USA Inc. The company is expected to exercise significant influence to Virgin Mobile USA Inc. as the Company has the right to nominate the director for the Virgin Mobile USA Inc. even though its ownership percentage is below 20.0%
(note q)		For the year ended December 31, 2008, the Company acquired 4,500 shares of Magic Tech Network. As a result, the Company holds 30.0% ownership in Magic Tech Network.
(note r)		For the year ended December 31, 2008, the Company established in SKT Global Investment B.V. and holds 100% ownership for the investee. However, SKT Global Investment B.V. is accounted for using the equity method as its capital stock as of incorporation is less W7 billion.
(note s)		For the year ended December 31, 2008, the Company acquired 22,980 shares of SKY Property Mgmt Ltd. As a result, the Company holds 60.0% ownership for the investee. However, SKT Global Investment B.V. is included in the equity securities accounted for using the equity method as its capital as of incorporation is less W7 billion.
(note t)		For the year ended December 31, 2008, the Company acquired 380,000 shares of Wave City Development Co., Ltd. As a result, the Company holds 19.0% ownership for the investee. The Company is expected to exercise significant influence to Wave City Development Co., Ltd. as the Company have the right to nominate the director for the Wave City Development Co., Ltd. even though its ownership percentage is less than 20.0%.
(note u)		E-Eye High Tech whose total assets are less W7 billion as of December 31, 2007 is included in the equity securities accounted for using the equity method as SK Telecom China Holding Co., Ltd., a subsidiary of the Company and parent company ofE-Eye High Tech, is included in the consolidation for the year ended December 31, 2008 as its total assets as of December 31, 2007 was over W7 billion.
(note v)		For the year ended December 31, 2008, the Company acquired 89.3% of equity interest in Prmaxsoftware tech.Co.,Ltd. which is accounted for using the equity method as their total assets at the beginning of the fiscal year were less than W7 billion.
(note w)		SKT America, Inc. (formerly SK Telecom International Inc.), a wholly-owned subsidiary of the Company, acquired 50.0% of equity interest in Mobile Money Ventures, LLC for the year ended December 31, 2008.
(note x)		For the year ended December 31, 2008, the Company acquired 810 shares of Benex Movie Expert Fund. As a result, the Company holds 46.6% ownership for the investee.

~~F-30~~
F-35

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Details of changes in investments in affiliates accounted for using the equity method for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):

For the Year Ended December 31, 2005
Equity in Capital

Equity in
Surplus and Other
Other

Beginning
Earnings
Comprehensive
Dividend
Increase
Ending

Balance Acquisition (Losses) Income Received (Decrease) Balance

Pantech Co., Ltd. (note a ) W — W — W 93 W (183 ) W — W 55,822 W 55,732
SK C&C Co., Ltd. (note b ) 201,484 — 18,102 (50,742 ) (600 ) — 168,244
STIC Ventures Co., Ltd. (note c ) 7,477 — (779 ) 317 — 1,364 8,379
TU Media Corp. 34,592 25,611 (27,852 ) (8 ) — — 32,343
AirCross Co., Ltd. 940 — 26 — — — 966
WiderThan Co., Ltd. (note d ) — — 868 7 — 10,628 11,503
IHQ, Inc. (note c ) — 14,440 (197 ) 410 — 102 14,755
Harex Info Tech, Inc. (note e ) 3,375 — (845 ) — — — 2,530
Skytel Co., Ltd. (note b ) 3,713 — 1,377 (120 ) (184 ) — 4,786
SK China Company Ltd. 830 — (295 ) (50 ) — — 485
Helio, LLC & Helio, Inc. (note f ) — 123,586 (21,550 ) — — 236 102,272
SK USA, Inc. 3,056 — 316 (93 ) — — 3,279
SKT-QC Wireless Development Fund (note g ) 5,146 — — — — (5,146 ) —
SKT-HP Ventures, LLC 5,281 — 167 (158 ) — — 5,290
CDMA Mobile Phone Center (note h ) 25,116 33,950 (13,376 ) — — (4,880 ) 40,810
SK Mobile (note i ) 1,151 14,213 (2,566 ) (22 ) — (12,776 ) —
Cyworld Japan Co., Ltd. — 4,466 (3,867 ) 127 — — 726
Etoos Group Inc. — 3,095 (498 ) (11 ) — — 2,586
Other investment in affiliates 11,867 12,432 — — — (7,106 ) 17,193

W 304,028 W 231,793 W (50,876 ) W (50,526 ) W (784 ) W 38,244 W 471,879

~~(note a)~~ ~~Other increase in investments in equity securities of Pantech Co., Ltd. is net of the carrying amount of the investment in equity securities of SK Teletech Co., Ltd. amounting to~~ W56,091 million reclassified to equity securities accounted for using the equity method as a result of the decrease in the Company’s ownership in SK Teletech Co., Ltd. to less than 50% and the dilution of the Company’s equity portion of W~~269 million as a result of the merger between Pantech Co., Ltd. and SK Teletech Co., Ltd.~~
~~(note b)~~ ~~The Company received dividends from SK C&C Co., Ltd. and Skytel Co., Ltd. and the corresponding amount was deducted from its equity method securities.~~
~~(note c)~~ Other increases in investments in equity securities of STIC Ventures Co., Ltd. and IHQ, Inc. represent gains on disposal of investments in equity securities resulting from the dilution of the Company’s ownership as a result of the fact that investees sold their unissued shares to third parties directly.
~~(note d)~~ ~~Other increase in investments in equity securities of WiderThan Co., Ltd. represents the carrying amount of the investment in equity securities of WiderThan Co., Ltd. amounting to~~ W~~3,188 million reclassified to equity securities accounted for using the equity method from available-for-sale securities and gains on disposal of investments in equity method investee of~~ W~~7,440 million resulting from the dilution of the Company’s ownership as a result of the fact that investee sold its unissued shares to third parties directly.~~
~~(note e)~~ Effective January 1, 2005, the Company recorded its investments in 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 f)~~ The increase in investments in equity securities of Helio LLC and Helio, Inc. represents a translation gain incurred from translating the financial statements of SK Telecom USA Holdings, Inc. denominated in foreign currency, which makes investments in Helio, Inc. into Korean won.
~~(note g)~~ ~~Investment was fully liquidated due to dissolution of SKT-QC Wireless Development Fund during the year ended December 31, 2005.~~
~~(note h)~~ ~~For the year ended December 31, 2005, SLD received a cash distribution of~~ W3,956 million from CDMA Mobile Phone Center, and such reimbursement decreased SLD’s investment in CDMA Mobile Phone Center. The amount was equivalent to the depreciation from the contributed machinery provided to CDMA Mobile Phone Center as a in-kind contribution from SLD. In addition, translation loss of W~~924 million incurred from translating the foreign currency financial statements of SLD Telecom PTE Ltd. into Korean won was accounted for as a decrease in the investment in CDMA Mobile Phone Center.~~

~~F-31~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


~~(note i)~~		Effective January 1, 2005, SK Mobile became an equity method investee of SK Teletech Co., Ltd., a former subsidiary of the Company as changes in SK Teletech Co., Ltd.’s portion of such investee’s equity amounts resulting from applying the equity method of accounting was material. Effective July 1, 2005, the investment in equity securities of SK Teletech Co., Ltd. was reclassified to equity securities accounted for using the equity method, which resulted in the exclusion of SK Mobile from equity securities accounted for using the equity method.


	For the Year Ended December 31, 2006																						For the Year Ended December 31, 2006
										Equity in																				Equity in
										Capital Surplus																				Capital
							Equity in			and Other						Other														Surplus and
	Beginning						Earnings			Comprehensive			Dividend			Increase			Ending								Equity in			Other						Other
	Balance			Acquisition			(Losses)			Income			Received			(Decrease)			Balance				Beginning				Earnings			Comprehensive			Dividend			Increase			Ending
			Balance			Acquisition			(Losses)			Income			Received			(Decrease)			Balance
Pantech Co., Ltd. (note a)	W	55,732		W	—		W	(55,902	)	W	170		W	—		W	—		W	—
SK C&C Co., Ltd. (note b)		168,244			—			37,825			63,199			(990	)		—			268,278

Pantech Co., Ltd.																						(note a)	W	55,732	W	—	W	(55,902	)	W	170		W	—		W	—		W	—
SK C&C Co., Ltd.																						(note b)		168,244		—		37,825			63,199			(990	)		—			268,278
STIC Ventures Co., Ltd.		8,379			—			845			(613	)		—			—			8,611				8,379		—		845			(613	)		—			—			8,611
TU Media Corp.		32,343			—			(25,129	)		—			—			—			7,214				32,343		—		(25,129	)		—			—			—			7,214
AirCross Co., Ltd.		966			—			511			—			—			—			1,477				966		—		511			—			—			—			1,477
WiderThan Co., Ltd. (note c)		11,503			—			—			—			—			(11,503	)		—
WiderThan Co., Ltd.																						(note c)		11,503		—		—			—			—			(11,503	)		—
IHQ, Inc.		14,755			—			(1,346	)		84			—			(13,493	)		—				14,755		—		(1,346	)		84			—			(13,493	)		—
Harex Info Tech, Inc.		2,530			—			(725	)		—			—			—			1,805				2,530		—		(725	)		—			—			—			1,805
SK Mobile		—			10,322			(5,520	)		(136	)		—			—			4,666				—		10,322		(5,520	)		(136	)		—			—			4,666
Skytel Co., Ltd. (note b)		4,786			—			1,970			(605	)		(328	)		—			5,823
Skytel Co., Ltd.																						(note b)		4,786		—		1,970			(605	)		(328	)		—			5,823
SK China Company Ltd.		485			—			(380	)		(105	)		—			—			—				485		—		(380	)		(105	)		—			—			—
Helio, LLC & Helio, Inc. (note d)		102,272			76,933			(88,309	)		—			—			(10,766	)		80,130
Helio, LLC & Helio, Inc.																						(note d)		102,272		76,933		(88,309	)		—			—			(10,766	)		80,130
SK USA, Inc.		3,279			—			7			(270	)		—			—			3,016				3,279		—		7			(270	)		—			—			3,016
Korea IT Fund (note e)		—			—			2,339			722			—			190,000			193,061
Korea IT Fund																						(note e)		—		—		2,339			722			—			190,000			193,061
Michigan Global Cinema Fund		4,000			—			(227	)		—			—			—			3,773				4,000		—		(227	)		—			—			—			3,773
3rd Fund of Isu Entertainment		2,500			—			(81	)		—			—			—			2,419				2,500		—		(81	)		—			—			—			2,419
SKT-HP Ventures, LLC (note f)		5,290			—			—			—			—			(5,290	)		—
CDMA Mobile Phone Center (note g)		40,810			76,039			(21,474	)		—			—			(10,686	)		84,689
SKT-HP Ventures, LLC																						(note f)		5,290		—		—			—			—			(5,290	)		—
CDMA Mobile Phone Center																						(note g)		40,810		76,039		(21,474	)		—			—			(10,686	)		84,689
Empas Corp.		—			37,092			(1,369	)		751			—			—			36,474				—		37,092		(1,369	)		751			—			—			36,474
SK i-media Co., Ltd.		—			12,000			(636	)		(52	)		—			—			11,312				—		12,000		(636	)		(52	)		—			—			11,312
Cyworld Japan Co., Ltd.		726			6,118			(2,549	)		67			—			—			4,362				726		6,118		(2,549	)		67			—			—			4,362
Etoos Group Inc. (note h)		2,586			—			(259	)		—			—			(2,327	)		—
Etoos Group Inc.																						(note h)		2,586		—		(259	)		—			—			(2,327	)		—
Cyworld Incorporated		524			8,547			(5,358	)		(121	)		—			—			3,592				524		8,547		(5,358	)		(121	)		—			—			3,592
Other investments in affiliates		10,169			17,282			90			(640	)		—			3,318			30,219				10,169		17,282		90			(640	)		—			3,318			30,219

	W	471,879		W	244,333		W	(165,677	)	W	62,451		W	(1,318	)	W	139,253		W	750,921			W	471,879	W	244,333	W	(77,368	)	W	62,451		W	(1,318	)	W	139,253		W	750,921


(note a)		Pantech Co., Ltd. suffered a significant loss due to deterioration of its liquidity during the fourth quarter of 2006, which resulted in the Company’s investments in Pantech Co., Ltd. to be reduced to zero. Equity in losses of affiliates that exceeded the carrying amount was W43,543 million for the year ended December 31, 2006.
(note b)		The Company received dividends from SK C&C Co., Ltd. and Skytel Co., Ltd. and the corresponding amount was deducted from its equity method securities.
(note c)		The Company sold all of investments in equity securities of WiderThan Co., Ltd. for the year ended December 31, 2006 and recognized gains on disposal of investment in equity securities of W21,780 million.
(note d)		Other decrease in investments in equity securities of Helio, Inc. represents losses from disposal of investments in equity securities of Helio, Inc. amounting to W1,991 million resulting from the dilution of the Company’s ownership as a result of the fact that investee sold its unissued shares to third parties directly, and translation loss of W8,776 million incurred from translating the foreign currency financial statements of Helio, Inc. into Korean won.

F-36

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note e)		Other increase in investments in Korea IT Fund is the carrying amount transferred fromavailable-for-sale equity securities.
(note f)		Investment was fully liquidated due to dissolution of SKT-HP Ventures, LLC for the year ended December 31, 2006.
(note g)		For the year ended December 31, 2006, SLD received a cash distribution of W5,978 million from CDMA Mobile Phone Center, and such reimbursement decreased SLD’s investment in CDMA Mobile Phone Center. The amount was equivalent to the depreciation from the contributed machinery provided to CDMA Mobile Phone Center as aan in-kind contribution from SLD. In addition, translation loss of W4,708 million incurred from translating the foreign currency financial statements of SLD Telecom PTE Ltd. into Korean won and such translation loss was accounted for as a decrease in the investment in CDMA Mobile Phone Center.
(note h)		For the year ended December 31, 2006, Etoos Group Inc. was merged into SK Communications Co., Ltd., the Company’s subsidiary.

~~F-32~~F-37

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Year Ended December 31, 2007
Equity in

Capital Surplus

Equity in
and Other
Other

Beginning
Earnings
Comprehensive
Dividend
Increase
Ending

Balance Acquisition (Losses) Income Received (Decrease) Balance

SK C&C Co., Ltd. (notes a and d) W 268,278 W — W 230,252 W 4,381 W (1,260 ) W (501,651 ) W —
STIC Ventures Co., Ltd. 8,611 — — (238 ) — (8,373 ) —
TU Media Corp. (note b) 7,214 — (5,879 ) — — (1,335 ) —
AirCross Co., Ltd. (note c) 1,477 — (95 ) — — (1,382 ) —
Harex Info Tech, Inc. 1,805 — (687 ) — — — 1,118
SK Mobile 4,666 — (1,678 ) 285 — — 3,273
Skytel Co., Ltd. (note d) 5,823 — 2,562 12 (654 ) — 7,743
SK China Company Ltd. — — 54 83 — — 137
Helio, Inc. & Helio, LLC (note e) 80,130 18,527 (116,725 ) (38 ) — 18,106 —
SK USA, Inc. 3,016 — 96 29 — — 3,141
Korea IT Fund 193,061 — 14,383 3,124 — — 210,568
Michigan Global Cinema Fund (note f) 3,773 — — — — (3,773 ) —
3rd Fund of Isu Entertainment (note g) 2,419 — (891 ) — — 500 2,028
Centurion IT Investment Association — — 35 777 — 1,651 2,463
CDMA Mobile Phone Center (note h) 84,689 12,094 (20,651 ) — — (10,131 ) 66,001
Empas Corp. (note i) 36,474 — (6,397 ) 24 — (30,101 ) —
SK i-media Co., Ltd. (note j) 11,312 — — — — (11,312 ) —
Cyworld Japan Co., Ltd. 4,362 — (391 ) 120 — — 4,091
Cyworld Incorporated (note k) 3,592 — (4,052 ) — — — 2,672
SK Telecom China Holding Co., Ltd. — 19,070 — — — — 19,070
Ntreev Soft Co., Ltd. (note j) 4,800 — — — — (4,800 ) —
Konan Technology (note l) 4,037 — (109 ) 8 — (3,936 ) —
SK Cyberpass, Inc. (note j) 1,780 — — — — (1,780 ) —
Cyworld Europe GmbH (note m) 512 3,696 (4,208 ) �� — — —
Cyworld China (Holdings) Ltd. (note m) — 8,467 (8,467 ) — — — —
Other investment in affiliates (note m) 19,090 14,775 (5,244 ) 176 (268 ) 132 28,661

W 750,921 W 76,629 W 71,908 W 8,744 W (2,182 ) W (558,185 ) W 350,966

For the Year Ended December 31, 2007
Equity in

Capital

Surplus and

Equity in
Other
Other

Beginning
Earnings
Comprehensive
Dividend
Increase
Ending

Balance Acquisition (Losses) Income Received (Decrease) Balance

SK C&C Co., Ltd. (notes a and d) W 268,278 W — W 230,252 W 4,381 W (1,260 ) (W 501,651 ) W —
STIC Ventures Co., Ltd. 8,611 — — (238 ) — (8,373 ) —
TU Media Corp. (note b) 7,214 — (5,879 ) — — (1,335 ) —
AirCross Co., Ltd. (note c) 1,477 — (95 ) — — (1,382 ) —
Harex Info Tech, Inc. 1,805 — (687 ) — — — 1,118
SK Mobile 4,666 — (1,678 ) 285 — — 3,273
Skytel Co., Ltd. (note d) 5,823 — 2,562 12 (654 ) — 7,743
SK China Company Ltd. — — 54 83 — — 137
Helio, Inc. & Helio, LLC (note e) 80,130 18,527 (116,725 ) (38 ) — 18,106 —
SK USA, Inc. 3,016 — 96 29 — — 3,141
Korea IT Fund 193,061 — 14,383 3,124 — — 210,568
Michigan Global Cinema Fund (note f) 3,773 — — — — (3,773 ) —
3rd Fund of Isu Entertainment (note g) 2,419 — (891 ) — — 500 2,028
Centurion IT Investment Association — — 35 777 — 1,651 2,463
CDMA Mobile Phone Center (note h) 84,689 12,094 (20,651 ) — — (10,131 ) 66,001
Empas Corp. (note i) 36,474 — (6,397 ) 24 — (30,101 ) —
SK i-media Co., Ltd. (note j) 11,312 — — — — (11,312 ) —
Cyworld Japan Co., Ltd. 4,362 — (391 ) 120 — — 4,091
Cyworld Incorporated (note k) 3,592 — (4,052 ) — — — 2,672
SK Telecom China Holding Co., Ltd. — 19,070 — — — — 19,070
Ntreev Soft Co., Ltd. (note j) 4,800 — — — — (4,800 ) —
Konan Technology (note l) 4,037 — (109 ) 8 — (3,936 ) —
SK Cyberpass, Inc. (note j) 1,780 — — — — (1,780 ) —
Cyworld Europe GmbH (note m) 512 3,696 (4,208 ) — — — —
Cyworld China (Holdings) Ltd. (note m) — 8,467 (8,467 ) — — — —
Other investment in affiliates (note m) 19,090 14,775 (5,244 ) 176 (268 ) 132 28,661

W 750,921 W 76,629 W 71,908 W 8,744 W (2,182 ) W (558,185 ) W 350,966

(note a) The investment in SK C&C Co., Ltd. was reclassified toavailable-for-sale security during the fourth quarter of 2007 as it became the ultimate parent company of the Company.
(note b) TU Media Corp. was included in the consolidation of accompanying consolidated financial statements effective April 1, 2007, as the Company acquired additional equity of TU Media Corp. in February 2007.
F-38

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note c)		AirCross Co., Ltd. was included in the consolidation of accompanying consolidated financial statements effective April 1, 2007, as the Company acquired additional equity of AirCross Co., Ltd. in March 2007.
(note d)		The Company received dividends from SK C&C Co., Ltd. and Skytel Co., Ltd.; the corresponding amount was deducted from its equity method securities.
(note e)		Helio, Inc. & Helio LLC was included in the consolidation of accompanying consolidated financial statements effective November 2007, as the Company acquired additional equity of Helio, LLC during the fourth quarter of 2007.
(note f)		As TU Media Corp. who had certain ownership interest of Michigan Global Cinema Fund became a subsidiary of the Company in February 2007, the Company became the largest stockholder owning more than 30% of total outstanding common stock of Michigan Global Cinema Fund and included Michigan Global Cinema Fund in the consolidation of accompanying consolidated financial statements effective April 1, 2007.
(note g)		Other increase in investments in equity securities of 3rd Fund of Isu Entertainment resulted from additional investment by TU Media ~~Corp.~~Corp..
(note h)		For the year ended December 31, 2007, SKT Vietnam PTE Ltd. (formerly SLD Telecom PTE Ltd.) received a cash distribution of W10,728 million from CDMA Mobile Phone Center, and such reimbursement decreased SKT Vietnam PTE Ltd’s investment in CDMA Mobile Phone Center. The amount was equivalent to the depreciation from the contributed machinery provided to CDMA Mobile Phone Center as aan in-kind contribution from SKT Vietnam PTE Ltd. In addition, translation gain of W597 million incurred from translating the foreign currency financial statements of SKT Vietnam PTE Ltd. into Korean won and such translation gain was accounted for as aan increase in the investment in CDMA Mobile Phone Center.
(note i)		Other decrease in investments in equity securities of Empas Corp. resulted from the merger between Empas Corp. and SK Communications Co., Ltd.
(note j)		SK i-media Co., Ltd., Ntreev Soft Co., Ltd. and SK Cyberpass, Inc. were newly included in the consolidation of the accompanying financial statements as their total assets at the beginning of 2007 increased to more than W7 billion, in accordance with Korean GAAP.
(note k)		Equity in losses of affiliates amounting to W~~3,133~~W3,133 million resulted from the additional recognition of equity losses for short-term loans provided for by SK Communications Co., Ltd.

~~F-33~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


(note l)		Konan Technology which was a subsidiary of Empas Corp. was included in the consolidation of accompanying consolidated financial statements as SK Communications Co., Ltd. merged with Empas Corp. for the year ended December 31, 2007.
(note m)		As carrying amounts of equity securities accounted for using the equity method of Cyworld Europe GmbH, Cyworld China (Holdings) Ltd. and Cyworld Vietnam became nil, the equity method accounting was discontinued. Unrecognized losses because of the discontinuance of the equity method were W3,164 million as of December 31, 2007.

F-39

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Year Ended December 31, 2008
Equity in

Capital

Surplus and

Equity in
Other
Other

Beginning
Earnings
Comprehensive
Dividend
Increase
Ending

Balance Acquisition (Losses) Income Received (Decrease) Balance

SK Marketing & Company Co., Ltd. W — W 190,000 W 7,410 W (100,612 ) W — W — W 96,798
AirCross Co., Ltd. (Note a) — — 2,261 — — 5,028 7,289
Harex Info Tech, Inc. 1,118 — (522 ) — — — 596
SK Mobile (Note c) 3,273 2,004 — — — (3,166 ) 2,111
Skytel Co., Ltd. 7,743 — 5,189 2,140 (1,214 ) — 13,858
SK China Company Ltd. 137 2,963 164 313 — — 3,577
TR Entertainment — 10,953 (2,108 ) 781 — — 9,626
Virgin Mobile USA Inc. — 29,693 (8,896 ) (1,504 ) — 42,803 62,096
SK Telecom China Holding Co., Ltd. (Note d) 19,070 — — — — (19,070 ) —
SK USA, Inc. 3,141 — 911 1,197 — — 5,249
Korea IT Fund 210,568 — 4,771 (4,604 ) — — 210,735
Centurion IT Investment Association (Note e) 2,463 — — — — (2,463 ) —
3rd Fund of Isu Entertainment 2,028 — (146 ) — — — 1,882
Magic Tech Network — 8,494 (1,233 ) 464 — — 7,725
SK Telecom Global Investment B.V. — 26,044 125 5,638 — — 31,807
SKY Property Mgmt. Ltd. — 283,368 (1,998 ) 5,636 — — 287,006
CDMA Mobile Phone Center (Note f) 66,001 13,629 (25,766 ) — — 13,275 67,139
Wave City Development Co., Ltd. — 1,967 (59 ) — — — 1,908
SK Cyberpass, Inc. (Note b) — 3,444 (1,584 ) 980 — 1,228 4,068
ShenzhenE-Eye High Tech
— — (1,151 ) — — 20,952 19,801
Cyworld Japan Co., Ltd. 4,091 — (539 ) 138 — — 3,690
Cyworld Incorporated 2,672 — — — — — 2,672
Prmaxsoftware tech.Co., Ltd. — 7,127 — — — — 7,127
Mobile Money Ventures, LLC (Note g) — 8,821 (4,189 ) — — 651 5,283
SK Telecom Holdings America, Inc. 4,050 8,940 — — — — 12,990
Benex Movie Expert Fund — 8,100 (55 ) — — — 8,045
Other investment in affiliates 24,611 7,010 (1,959 ) 1,112 — (5,340 ) 25,434

W 350,966 W 612,557 W (29,374 ) W (88,321 ) W (1,214 ) W 53,898 W 898,512

(note a) Aircross Co., Ltd. was included in the equity securities accounted for using equity method as it was fully liquidated in March 2009.
(note b) SK Cyberpass, Inc was included in the equity securities accounted for using equity method as its total assets at the beginning of 2008 decreased to less than W7 billion.
(note c) Other decrease in investments in equity securities of SK Mobile represent disposal of part of the equity shares.
(note d) Other decreases in investments in equity securities of SK Telecom China Holding Co., Ltd. resulted from the fact that SK Telecom China Holding Co., Ltd. is included in consolidation for the year ended December 31, 2008.
(note e) Other decrease in investments in Centurion IT Investment Association represents the collection of the Company’s investment from the full liquidation of Centurion IT Investment Association.
F-40

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note f)		Translation gain of W13,275 million incurred from translating the foreign currency financial statements of SKT Vietnam PTE Ltd. into Korean won and such translation gain was accounted for as an increase in the investment in CDMA Mobile Phone Center.
(note g)		The amount represent translation gain of W651 million incurred from translating the foreign currency financial statements of SKT Americas, Inc. (formerly SK Telecom International inc.) into Korean won and such translation gain was accounted for as an increase in the investment in Mobile Money Ventures, LLC.

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,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):

For the Year Ended December 31, 2005
Beginning
Ending

Balance Increase Amortization Balance

Pantech Co., Ltd. W — W 820 W (27 ) W 793
SK C&C Co., Ltd. 5,276 — (406 ) 4,870
TU Media Corp. — 1,045 (52 ) 993
IHQ, Inc. — 7,377 (1,110 ) 6,267
Harex Info Tech, Inc. — 1,752 (350 ) 1,402
Etoos Group Inc. — 1,914 (333 ) 1,581

Total W 5,276 W 12,908 W (2,278 ) W 15,906

For the Year Ended December 31, 2006
Beginning
Ending

Balance In(De)crease Amortization Balance

Pantech Co., Ltd. W 793 W — W (793 ) W —
SK C&C Co., Ltd. 4,870 — (406 ) 4,464
TU Media Corp. 993 — (209 ) 784
IHQ, Inc. 6,267 (5,533 ) (734 ) —
Harex Info Tech, Inc. 1,402 — (351 ) 1,051
SK Mobile — 3,192 (3,192 ) —
Helio, Inc. — 38 — 38
Empas Corp. — 24,159 (1,208 ) 22,951
Etoos Group Inc. 1,581 (1,553 ) (28 ) —
Other investments in affiliates — 12,531 (1,086 ) 11,445

Total W 15,906 W 32,834 W (8,007 ) W 40,733

For the Year Ended December 31, 2007
Beginning
Ending

Balance In(De)crease Amortization Balance

SK C&C Co., Ltd. W 4,464 W (4,160 ) W (304 ) W —
TU Media Corp. 784 (732 ) (52 ) —
IHQ, Inc. — — — —
Harex Info Tech, Inc. 1,051 — (350 ) 701
SK Mobile — — — —
Helio, Inc. 38 — (38 ) —
Empas Corp. 22,951 (18,924 ) (4,027 ) —
Etoos Group Inc. — — — —
Ntreev Soft Co., Ltd. 1,785 (1,785 ) — —
Konan Technology 3,859 (3,859 ) — —
Other investments in affiliates 5,801 2,899 (1,770 ) 6,930

Total W 40,733 W (26,561 ) W (6,541 ) W 7,631

~~F-34~~F-41

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Year Ended December 31, 2007
Beginning
Ending

Balance In(de)crease Amortization Balance

SK C&C Co., Ltd. W 4,464 W (4,160 ) W (304 ) W —
TU Media Corp. 784 (732 ) (52 ) —
IHQ, Inc. — — — —
Harex Info Tech, Inc. 1,051 — (350 ) 701
SK Mobile — — — —
Helio, Inc. 38 — (38 ) —
Empas Corp. 22,951 (18,924 ) (4,027 ) —
Etoos Group Inc. — — — —
Ntreev Soft Co., Ltd. 1,785 (1,785 ) — —
Konan Technology 3,859 (3,859 ) — —
Other investments in affiliates 5,801 2,899 (1,770 ) 6,930

Total W 40,733 W (26,561 ) W (6,541 ) W 7,631

For the Year Ended December 31, 2008
Beginning
Ending

Balance In(De)crease Amortization Balance

Harex Info Tech, Inc. W 701 W — W (351 ) W 350
TR Entertainment — 8,066 (1,210 ) 6,856
Virgin Mobile USA Inc. — 126,363 (7,183 ) 119,180
Skytel Co., Ltd. — (1,387 ) 1,387 —
SK China Company Ltd. — 107 — 107
Magic Tech Network — 6,181 (618 ) 5,563
SK Cyberpass Inc. — 304 (46 ) 258
ShenzhenE-Eye High Tech
— 10,851 (2,171 ) 8,680
Other investments in affiliates 6,930 (1,893 ) (1,601 ) 3,436

Total W 7,631 W 148,592 W (11,793 ) W 144,430

Details of changes in unrealized intercompany gains incurred from sales of assets for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):

For the Year Ended December 31, 2005
Beginning
Ending

Balance Increase Decrease Balance

SK China Company Ltd. W 1,086 W — W — W 1,086
Cyworld Japan Co., Ltd. — 2,569 (43 ) 2,526

Total W 1,086 W 2,569 W (43 ) W 3,612

For the Year Ended December 31, 2006
Beginning
Ending

Balance Increase Decrease Balance

Pantech Co., Ltd. W — W 271 W (271 ) W —
SK China Company Ltd. 1,086 — — 1,086
Cyworld Japan Co., Ltd. 2,526 681 (570 ) 2,637
Cyworld Incorporated — 1,888 (94 ) 1,794
Other investments in affiliates — 892 (104 ) 788

Total W 3,612 W 3,732 W (1,039 ) W 6,305

For the Year Ended December 31, 2007
Beginning
Ending

Balance Increase Decrease Balance

SK China Company Ltd. W 1,086 W — W — W 1,086
Cyworld Japan Co., Ltd. 2,637 — (2,227 ) 410
Cyworld Incorporated 1,794 — (378 ) 1,416
Other investments in affiliates 788 2,552 (385 ) 2,955

Total W 6,305 W 2,552 W (2,990 ) W 5,867

For the Year Ended December 31, 2008
Beginning
Ending

Balance Increase Decrease Balance

SK China Company Ltd. W 1,086 W — W — W 1,086
Cyworld Japan Co., Ltd. 410 — (410 ) —
Cyworld Incorporated 1,416 — — 1,416
Other investments in affiliates 2,955 57 (192 ) 2,820

Total W 5,867 W 57 W (602 ) W 5,322

~~F-35~~F-42

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The condensed financial information of the investees as of and for the year ended December 31, ~~2007~~2008 are as follows (In millions of Korean won):


							Net			Total		Total				Net
	Total		Total				Income			Assets		Liabilities		Revenue		Income (Loss)
	Assets		Liabilities		Revenue		(Loss)

SK Marketing & Company Co., Ltd.										W	593,884	W	400,287	W	133,271	W	14,823
AirCross Co., Ltd.											7,402		114		24,352		2,261
Harex Info Tech, Inc.	W	3,544	W	1,573	W	5,626	W	(1,589	)		2,241		1,082		2,798		(812	)
SK Mobile		8,777		1,077		2,367		(3,949	)
Skytel Co., Ltd.		32,934		3,610		26,309		9,703			50,653		3,448		39,815		14,409
SK China Company Ltd.		7,601		1,697		—		307			16,449		1,101		11,632		(1,222	)
TR Entertainment											7,521		956		6,383		(2,129	)
SK USA, Inc.		7,454		1,045		7,712		196			12,028		1,316		9,710		1,860
Korea IT Fund		332,476		—		33,644		22,710			332,724		—		19,742		7,534
3rd Fund of Isu Entertainment		5,408		—		234		(2,332	)		6,012		—		305		(390	)
Centurion IT Investment Association		4,630		1		107		93
Magic Tech Network											10,194		2,986		556		(2,049	)
SK Telecom Global Investment B.V.											31,845		39		286		125
SKY Property Mgmt. Ltd.											656,923		178,581		9,448		(3,330	)
CDMA Mobile Phone Center		346,789		214,786		55,023		(41,303	)		451,998		317,719		73,803		(51,532	)
Wave City Development Co., Ltd.											27,413		17,371		523		(311	)
SK Cyberpass, Inc.											8,850		4,361		22,031		(2,454	)
ShenzhenE-Eye High Tech											17,557		579		5,965		1,462
Cyworld Japan Co., Ltd.		2,177		234		114		(3,741	)		1,931		221		194		(868	)
Cyworld Incorporated		3,365		6,571		55		(6,534	)		2,737		13,673		57		(5,821	)
SK Telecom (China) Holding Co., Ltd.		19,070		—		—		—
Cyworld Europe GmbH		2,712		81		127		(5,125	)
Cyworld China (Holdings) Ltd.		8,608		9,287		420		(8,912	)
Money Mobile USA, Inc.											12,404		1,838		—		(8,378	)
Virgin Mobile USA Inc.											480,661		825,373		479,739		(10,345	)
Benex Movie Expert Fund											17,428		146		82		(119	)


6.	LOANS TO EMPLOYEES

Short-term and long-term loans to employees as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005		2006		2007		2006		2007		2008

Loans to employees’ stock ownership association	W	14,586	W	7,526	W	34,817	W	7,526	W	34,817	W	74,878
Loans to employees for housing and other		4,799		4,580		15,231		4,580		15,231		15,488

	W	19,385	W	12,106	W	50,048	W	12,106	W	50,048	W	90,366

On December 26, 2007 and January 23, 2008, we loaned W 31.0 billion and W 29.7 billion, respectively, to our employee stock ownership association to help fund the employee stock ownership association’s acquisition of our treasury shares. Such loans will be repaid over a period of five years, beginning on the second anniversary of each loan date.

~~F-36~~F-43

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


7.	PROPERTY AND EQUIPMENT

Property and equipment as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	Useful
	Lives										Useful Lives
	(Years)	2005			2006			2007			(Years)	2006			2007			2008

Land		W	466,562		W	473,109		W	454,916			W	473,109		W	454,916		W	756,348
Buildings and structures	15-50		1,484,360			1,502,755			1,510,199		15-50		1,502,755			1,510,199			1,925,563
Machinery	3-9		10,510,486			11,380,257			12,909,629		3-9		11,380,257			12,909,629			18,572,546
Other	3-5		846,813			1,004,196			1,028,442		3-5		1,004,196			1,028,442			1,135,325
Construction in progress			264,309			132,831			308,955				132,831			308,955			356,150

Total			13,572,530			14,493,148			16,212,141				14,493,148			16,212,141			22,745,932
Less accumulated depreciation			(8,909,161	)		(9,985,813	)		(11,242,431	)			(9,985,813	)		(11,242,431	)		(15,305,773	)
Accumulated impairment													—			—			(2,197	)
Government subsidy			—			—			(356	)			—			(356	)		(273	)

Property and equipment, net		W	4,663,369		W	4,507,335		W	4,969,354			W	4,507,335		W	4,969,354		W	7,437,689

The government’s declared standard value of land owned as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 areW~~419,698 million,~~ W519,234 million, W561,326 million and W~~561,326~~895,866 million, respectively.

Details of changes in property and equipment for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	For the Year Ended December 31, 2005															For the Year Ended December 31, 2006
	Beginning													Ending		Beginning													Ending
	Balance		Acquisition		Disposal			Transfer			Depreciation			Balance		Balance		Acquisition		Disposal			Transfer			Depreciation			Balance

Land	W	466,460	W	723	W	(4,698	)	W	4,077		W	—		W	466,562	W	466,562	W	115	W	(645	)	W	7,077		W	—		W	473,109
Buildings and structures		1,166,542		12,581		(8,095	)		35,472			(55,406	)		1,151,094		1,151,094		4,664		(849	)		14,262			(55,947	)		1,113,224
Machinery		2,643,107		54,681		(18,990	)		983,489			(1,182,664	)		2,479,623		2,479,623		65,819		(8,571	)		1,014,646			(1,152,632	)		2,398,885
Other		289,811		768,328		(3,991	)		(657,560	)		(94,807	)		301,781		301,781		839,284		(17,308	)		(636,866	)		(97,605	)		389,286
Construction in progress		138,002		580,309		—			(454,002	)		—			264,309		264,309		588,260		—			(719,738	)		—			132,831

Total	W	4,703,922	W	1,416,622	W	(35,774	)	W	(88,524	)	W	(1,332,877	)	W	4,663,369
																W	4,663,369	W	1,498,142	W	(27,373	)	W	(320,619	)	W	(1,306,184	)	W	4,507,335


																For the Year Ended December 31, 2007
	For the Year Ended December 31, 2006																	Other
	Beginning													Ending		Beginning		Increase													Ending
	Balance		Acquisition		Disposal			Transfer			Depreciation			Balance		Balance		(Decrease)		Acquisition		Disposal			Transfer			Depreciation			Balance

Land	W	466,562	W	115	W	(645	)	W	7,077		W	—		W	473,109	W	473,109	W	—	W	471	W	(20,362	)	W	1,698		W	—		W	454,916
Buildings and structures		1,151,094		4,664		(849	)		14,262			(55,947	)		1,113,224		1,113,224		5		4,998		(3,488	)		7,779			(56,438	)		1,066,080
Machinery		2,479,623		65,819		(8,571	)		1,014,646			(1,152,632	)		2,398,885		2,398,885		282,925		106,524		(8,420	)		1,333,354			(1,312,840	)		2,800,428
Other		301,781		839,284		(17,308	)		(636,866	)		(97,605	)		389,286		389,286		19,008		1,034,181		(14,273	)		(964,200	)		(125,027	)		338,975
Construction in progress		264,309		588,260		—			(719,738	)		—			132,831		132,831		5,941		669,793		(893	)		(498,717	)		—			308,955

Total	W	4,663,369	W	1,498,142	W	(27,373	)	W	(320,619	)	W	(1,306,184	)	W	4,507,335	W	4,507,335	W	307,879	W	1,815,967	W	(47,436	)	W	(120,086	)	W	(1,494,305	)	W	4,969,354

~~F-37~~F-44

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	For the Year Ended December 31, 2007																	For the Year Ended December 31, 2008
			Other																	Other
	Beginning		Increase													Ending		Beginning		Increase														Ending
	Balance		(Decrease)		Acquisition		Disposal			Transfer			Depreciation			Balance		Balance		(Decrease)			Acquisition		Disposal			Transfer			Depreciation			Balance

Land	W	473,109	W	—	W	471	W	(20,362	)	W	1,698		W	—		W	454,916	W	454,916	W	294,629		W	141	W	(3,394	)	W	10,056		W	—		W	756,348
Buildings and structures		1,113,224		5		4,998		(3,488	)		7,779			(56,438	)		1,066,080		1,066,080		319,266			10,984		(2,900	)		28,692			(67,310	)		1,354,812
Machinery		2,398,885		282,925		106,524		(8,420	)		1,333,354			(1,312,840	)		2,800,428		2,800,428		1,675,918			358,052		(55,090	)		1,600,116			(1,804,916	)		4,574,508
Other		389,286		19,008		1,034,181		(14,273	)		(964,200	)		(125,027	)		338,975		338,975		(950	)		1,138,814		(29,633	)		(928,313	)		(123,022	)		395,871
Construction in progress		132,831		5,941		669,793		(893	)		(498,717	)		—			308,955		308,955		61,155			728,939		(13,461	)		(729,438	)		—			356,150

Total	W	4,507,335	W	307,879	W	1,815,967	W	(47,436	)	W	(120,086	)	W	(1,494,305	)	W	4,969,354	W	4,969,354	W	2,350,018		W	2,236,930	W	(104,478	)	W	(18,887	)	W	(1,995,248	)	W	7,437,689

Other increase (decrease) resulted from merger and the changes in consolidated subsidiaries.


8.	INTANGIBLE ASSETS

Intangible assets as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	December 31, 2007								Carrying Amounts						December 31, 2008								Carrying Amounts
			Accumulated			Accumulated									Acquisition		Accumulated			Accumulated
	Acquisition Cost		Amortization			Impairment			2005		2006		2007		Cost		Amortization			Impairment			2006		2007		2008

Goodwill	W	2,521,640	W	(837,233	)	W	(50	)	W	1,868,932	W	1,775,695	W	1,684,357	W	2,998,512	W	(1,093,395	)	W	(5,378	)	W	1,775,695	W	1,684,357	W	1,899,739
Frequency use rights		1,385,120		(424,818	)		—			1,184,292		1,076,833		960,302		1,385,120		(541,349	)		—			1,076,833		960,302		843,771
Software development costs		243,345		(222,940	)		(568	)		65,991		45,653		19,837		270,638		(232,872	)		(3,193	)		45,653		19,837		34,573
Customer relationships																504,156		(68,621	)		—			—		25,139		435,535
Other		1,377,334		(606,181	)		(1,687	)		333,674		620,230		769,466		1,628,458		(861,947	)		(1,984	)		620,230		744,327		764,527

	W	5,527,439	W	(2,091,172	)	W	(2,305	)	W	3,452,889	W	3,518,411	W	3,433,962	W	6,786,884	W	(2,798,184	)	W	(10,555	)	W	3,518,411	W	3,433,962	W	3,978,145

Details of changes in intangible assets for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):

For the Year Ended December 31, 2005
Beginning
Ending

Balance Acquisition Disposal Transfer Amortization Impairment Balance

Goodwill W 1,994,339 W — W — W 9,223 W (134,630 ) W — W 1,868,932
Frequency use rights 1,163,319 117,380 — — (96,407 ) — 1,184,292
Software development costs 105,955 1,472 — — (41,436 ) — 65,991
Other 259,290 80,642 (342 ) 64,522 (70,178 ) (260 ) 333,674

W 3,522,903 W 199,494 W (342 ) W 73,745 W (342,651 ) W (260 ) W 3,452,889

For the Year Ended December 31, 2006
Beginning
Ending

Balance Acquisition Disposal Transfer Amortization Impairment Balance

Goodwill W 1,868,932 W 1,672 W — W 44,947 W (139,806 ) W (50 ) W 1,775,695
Frequency use rights 1,184,292 687 — — (108,146 ) — 1,076,833
Software development costs 65,991 1,946 — 9,340 (31,624 ) — 45,653
Other 333,674 69,659 (1,250 ) 330,866 (112,604 ) (115 ) 620,230

W 3,452,889 W 73,964 W (1,250 ) W 385,153 W (392,180 ) W (165 ) W 3,518,411

~~F-38~~F-45

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


			For the Year Ended December 31, 2007																	For the Year Ended December 31, 2007
			Other																			Other
	Beginning		Increase															Ending		Beginning		Increase															Ending
	Balance		(Decrease)		Acquisition		Disposal			Transfer		Amortization			Impairment			Balance		Balance		(Decrease)		Acquisition		Disposal			Transfer		Amortization			Impairment			Balance

Goodwill	W	1,775,695	W	59,460	W	958	W	(124	)	W	6,092	W	(157,724	)	W	(—	)	W	1,684,357	W	1,775,695	W	59,460	W	958	W	(124	)	W	6,092	W	(157,724	)	W	(—	)	W	1,684,357
Frequency use rights		1,076,833		—		—		—			—		(116,531	)		—			960,302		1,076,833		—		—		—			—		(116,531	)		—			960,302
Software development costs		45,653		1,881		3,294		(5,673	)		1,679		(26,930	)		(67	)		19,837		45,653		1,881		3,294		(5,673	)		1,679		(26,930	)		(67	)		19,837
Customer relationships																					—		33,152		—		—			629		(8,642	)		—			25,139
Other		620,230		119,135		110,850		(5,750	)		130,358		(205,211	)		(146	)		769,466		620,230		85,983		110,850		(5,750	)		129,729		(196,569	)		(146	)		744,327

Total	W	3,518,411	W	180,476	W	115,102	W	(11,547	)	W	138,129	W	(506,396	)	W	(213	)	W	3,433,962	W	3,518,411	W	180,476	W	115,102	W	(11,547	)	W	138,129	W	(506,396	)	W	(213	)	W	3,433,962

For the Year Ended December 31, 2008
Other

Beginning
Increase
Ending

Balance (Decrease) Acquisition Disposal Transfer Amortization Impairment Balance

Goodwill W 1,684,357 W 481,106 W 1,305 W (55 ) W 1,197 W (267,078 ) W (1,093 ) W 1,899,739
Frequency use rights 960,302 — — — — (116,531 ) — 843,771
Software development costs 19,837 4,950 16,356 (1 ) 10,769 (14,713 ) (2,625 ) 34,573
Customer relationships 25,139 479,017 — — — (68,621 ) — 435,535
Other 744,327 16,255 131,680 (10,809 ) 180,673 (297,085 ) (514 ) 764,527

Total W 3,433,962 W 981,328 W 149,341 W (10,865 ) W 192,639 W (764,028 ) W (4,232 ) W 3,978,145

Other increase (decrease) resulted from merger and change in consolidated subsidiary.

The book value and residual useful lives of major intangible assets as of December 31, ~~2007~~2008 are as follows (In millions of Korean won):

Amount
Description

Residual Useful Lives

Goodwill W ~~1,563,560~~1,434,898 Goodwill related to merger
of Shinsegi Telecomm, Inc. 1211 years and 3 months
² ″ ~~37,770~~29,956 Goodwill related to merger
of Empas Corp. 43 years and 10 months
″ 378,084 Goodwill related to acquire
of SK Broadband Co., Ltd. 19 years and 3 months
IMT license ~~868,465~~772,762 Frequency use rights relating to
W-CDMA service (note a)
WiBro license ~~85,823~~65,699 WiBro service (note b)
DMB license ~~6,013~~5,310 DMB service 87 years and 6 months
Customer relationships 435,535 Customer relationships related
to acquisition of
SK Broadband Co., Ltd. 4 years and 9 months

(note a) With its application for a license to provide IMT services, the Company has a commitment to pay W1,300,000 million to the Ministry of Information Communication (“MIC”). SK IMT Co., Ltd., which was merged into SK Telecom on May 1, 2003, paid W650,000 million in March 2001 and SK Telecom is required to pay the remainder over 10 years with an annual interest rate equal to the~~3-year-maturity~~3-year- maturity government bond rate minus 0.75% ~~(4.56%~~(4.54% as of December 31, ~~2007)~~2008). The future payment obligations areW~~110,000 million in 2008,~~ W130,000 million in 2009, W150,000 million in 2010 and W170,000 million in 2011. On December 4, 2001, SK IMT Co., Ltd. received the IMT license from MIC, and recorded the total license cost (measured
F-46

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


		at present value) as an intangible asset. Amortization of the IMT license commenced when the Company started its commercial IMT 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. The Company determined the IMT license has a finite life, considering that renewal cost is expected to be substantial. As of December 31, ~~2007,~~2008, the present value discount related to the current portion and long-term portion of payments to be made to MIC amounts to W~~681~~805 million and W~~27,886~~15,416 million, respectively.
(note b)		The Company purchased the WiBro license from MIC on March 30, 2005. The license period is seven years from the purchase date. Amortization of the WiBro license commenced when the Company started its commercial WiBro services on June 30, 2006 using the straight line method over the remaining useful life.

~~F-39~~F-47

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


9.	BONDS PAYABLE

Bonds as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won and thousands of U.S. dollars and thousands of Japanese yen):

Annual

Maturity
Interest

Year
Rate (%)
2005 2006 2007

Domestic general bonds 2006 5.0-6.0 W 800,000 W — W —
                  ²                2007 5.0-6.0 700,000 700,000 —
                  ²                2008 5.0 300,000 300,000 300,000
                  ²                2009 5.0 300,000 300,000 300,000
                  ²                2010 4.0 200,000 200,000 200,000
                  ²                2011 3.0 200,000 200,000 200,000
                  ² (note a)
2012 3 month Euro Yen — — 104,166
Libor+0.55
                  ²                2013 4.0 — 200,000 200,000
                  ²                2014 5.0 — — 200,000
                  ²                2016 5.0 — 200,000 200,000
Unsecured private bonds (note c) 2008 6.07-6.14 — — 30,000
                  ² (notes b and c)
2009 6.51-7.48 — — 34,584
                  ² (note c)
2009 6.45 — — 30,000
                  ² (note c)
2010 6.50-7.07 — — 36,250
Unsecured public bonds (note c) 2008 5.50 — — 50,000
                  ² (note c)
2010 6.30-6.81 — — 110,000
Dollar denominated bonds (US$300,000) 2011 4.25 303,900 278,880 281,460
Dollar denominated bonds (US$400,000) 2027 6.63 — — 375,280
Private bonds (¥125,000) 2007 4.65 — 684 —
Convertible bonds (SK Telecom) (note d) 2009 — 385,885 356,356 268,415
Convertible bonds (IHQ, Inc.) 2008 — — 18,356 —
Convertible bonds (YTN Media, Inc.) 2007 1.0 — 1,000 —
Bond with stock purchase warrant
(SK Communications Co., Ltd.) 2007 4.65 — 684 —

Sub total 3,189,785 2,755,960 2,920,155
Less discounts on bonds (40,016 ) (39,422 ) (46,557 )
Less conversion right adjustments (65,218 ) (46,079 ) (19,665 )
Less warrant right adjustments — (23 ) —
Add long-term accrued interest 24,808 23,854 17,256

Net 3,109,359 2,694,290 2,871,189
Less portion due within one year (795,151 ) (698,967 ) (522,528 )

Long-term portion W 2,314,208 W 1,995,323 W 2,348,661

Annual

Maturity
Interest

Year Rate (%) 2006 2007 2008

Domestic general bonds 2007 5.0-6.0 W 700,000 W — W —
″ 2008 5.0 300,000 300,000 —
″ 2009 5.0 300,000 300,000 300,000
″ 2010 4.0~ 6.77 200,000 200,000 250,000
″ 2011 3.0 200,000 200,000 200,000
3 month Euro Yen
″ (note a) 2012 Libor+0.55 — 104,166 174,236
″ 2013 4.0~ 6.92 200,000 200,000 450,000
″ 2014 5.0 — 200,000 200,000
″ 2015 5.0 — — 200,000
″ 2016 5.0 200,000 200,000 200,000
″ 2018 5.0 — — 200,000
Unsecured private bonds 2008 6.07-6.14 — 30,000 —
″ (note b) 2009 6.51-7.48 — 34,584 23,205
″ 2009 6.45 — 30,000 30,000
″ (note b) 2010 6.50-7.07 — 36,250 28,182
Unsecured public bonds 2008 5.50 — 50,000 —
″ 2010 6.30-6.81 — 110,000 110,000
″ 2011 9.08 — — 25,000
Debentures (notes c and e) 2009 6.08 — — 96,172
″       (notes c and f) 2010 8.75~ 9.25 — — 80,000
″       (notes c and f) 2011 6.65~ 9.20 — — 315,718
Dollar denominated bonds (US$300,000) 2011 4.25 278,880 281,460 377,250
Dollar denominated bonds (US$500,000) (notes c and g) 2012 7.0 — — 656,251
Dollar denominated bonds (US$400,000) 2027 6.63 — 375,280 503,000
Floating rate notes 3-month
(US$150,000) (note a) 2010 LIBOR rate +3.05 — — 188,625
Private bonds (¥125,000) 2007 4.65 684 — —
Convertible bonds (SK Telecom) (note d) 2009 — 356,356 268,415 268,415
Convertible bonds (IHQ, Inc.) 2008 — 18,356 — —
Convertible bonds (YTN Media, Inc.) 2007 1.0 1,000 — —
Bond with stock purchase warrant (SK Communications Co., Ltd.) 2007 4.65 684 — —

Sub total 2,755,960 2,920,155 4,876,054
Less discounts on bonds (39,422 ) (46,557 ) (77,182 )
Less conversion right adjustments (46,079 ) (19,665 ) (5,733 )
Less warrant right adjustments (23 ) — —
Add long-term accrued interest 23,854 17,256 17,256

Net 2,694,290 2,871,189 4,810,395
Less portion due within one year (698,967 ) (522,528 ) (736,003 )

Long-term portion W 1,995,323 W 2,348,661 W 4,074,392

F-48

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note a)		~~As of December 31, 2007, the~~The3-months Euro Yen LIBOR rate ~~is 0.895%.~~and the3-month Libor rate as of December 31, 2008 are 0.83% and 1.425%, respectively.
(note b)		These bonds are scheduled to repay in 3 years with a two-year grace period.
(note c)		These bonds are ~~unsecured private bonds~~debentures of ~~TU Media Corp.~~SK Broadband Co., Ltd. which was newly included in consolidation of accompanying consolidated financial statements for the year ended December 31, ~~2007.~~2008.
(note d)		The principal amount of these convertible bonds denominated in U.S. dollar as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are US$~~329,450,000,~~304,240,000, US$~~304,240,000~~229,160,000 and US$229,160,000, respectively.
(note e)		SK Broadband Co., Ltd. is required to keep the debt ratio lower than 400% and prohibited from disposing or leasing of its property and equipment more than W1,000 billion in each fiscal year in accordance with the covenant provision of related borrowings.
(note f)		SK Broadband Co., Ltd. is required to keep the debt ratio lower than 1,000% and prohibited from disposing or leasing of its property and equipment more than 20 times of its stockholders’ equity in each fiscal year in accordance with covenant provision of related borrowings.
(note g)		SK Broadband Co., Ltd. is required to propose tender offer to purchase its outstanding bonds at 101% of principal if investors other than foreign majority shareholders acquire more than 45% equity interest in SK Broadband Co., Ltd., and its credit rating is down-graded by designated credit rating agency (S&P, Moody’s) due to such change in management right.

All of the above bonds will be paid in full at maturities except for bonds of mentioned at the above ~~(note b).~~note b.

Convertible Bonds Issued by SK Telecom

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 W235,625 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~~211,099~~203,516 per share in accordance with anti-dilution protection. The

~~F-40~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Company may redeem the 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, ~~2007~~2008 is ~~1,277,164~~1,324,744 shares. Effective July 1, ~~2007,~~2008, the conversion price was changed from W~~211,943~~204,636 to W~~211,099~~203,516 and the number of shares to be converted was changed from ~~1,688,842~~1,317,494 shares to ~~1,695,593~~1,324,744 shares due to the payment of interim dividends in accordance with the resolution of the Company’s board of directors of July ~~27, 2007.~~18, 2008.

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 as 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.

During the year ended December 31, 2006, the convertible bonds with a principal amount of US$25,210,000 were converted into 136,613 shares of treasury stock (see Note 16), and the principal amount of the convertible

F-49

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

bonds decreased from US$329,450,000 to US$304,240,000. In addition, the consideration for conversion right (capital surplus) decreased by W3,733 million (net of tax effect of W1,416 million).

During the year ended December 31, 2007, the conversion rights for the convertible bond with a principal amount of US$75,080,000 were exercised. The Company paid W42,962 million in cash to bond holders with a principal amount of US$36,260,000 without delivering the Company’s common stocks due to the 49% ownership limitation as explained above and the convertible bonds with principal amount of US$38,820,000 were converted into 216,347 shares of treasury stock (see Note 16). Therefore, the principal amount of the convertible bonds decreased from US$304,240,000 to US$229,160,000. In addition, the consideration for conversion right (capital surplus) decreased by W11,116 million (net of tax effect of W4,216 million). In 2008, no conversion right was exercised.

Convertible Bonds and Bonds with Stock Purchase Warrants Issued by Subsidiaries

In 2005, IHQ, Inc. (“IHQ”) and YTN Media, Inc. (“YTN”) which were consolidated effective July 1, 2006, issued convertible bonds with the principal amount of US$18,000,000 and W1,000 million, respectively. As of December 31, 2006, IHQ’s convertible bonds are convertible into IHQ’s common stock at W7,359 (convertible rate of exchange: 1,034.70 = US$1) per share during the period from May 15, 2006 to November 15, 2008. Unless converted, these bonds are redeemable for cash at 104.57% of the principal amount at maturity. During the year ended December 31, 2007, all convertible bonds were converted into common stocks, therefore no convertible bonds are remained as of December 31, ~~2007.~~2008.

As SK Communications Co., Ltd. merged with Etoos Group on May 1, 2006, bonds with stock purchase warrants with the principal amount of ¥125,000,000 were transferred to the Company. During the year ended December 31, 2007, these bonds were all redeemed at maturity, accordingly no bonds with stock purchase warrants are remained as of December 31, ~~2007.~~2008.

~~F-41~~F-50

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


10.	LONG-TERM BORROWINGS

Long-term borrowings as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won, thousands of U.S. dollars and thousands of Japanese yen):


												Final	Annual Interest
	Final	Annual Interest										Maturity	Rate (%)
Lender	Maturity Year	Rate (%)	2005			2006			2007			Year	(Note a)	2006			2007			2008
		(Note a)

Shinhan Bank (note b)	2010	91 days CD yield + 0.25	W	—		W	200,000		W	200,000		2011	91 days CD yield + 0.25	W	200,000		W	200,000		W	200,000
²	2011	3.58		—			—		W	762
Korea Development Bank												2011	91 days CD yield + 1.02		—			—		W	100,000
Citibank												2011	91 days CD yield + 1.20		—			—		W	100,000
Nonghyup												2011	91 days CD yield + 1.30		—			—		W	100,000
Hana Bank												2011	91 days CD yield + 1.50		—			—		W	150,000
Nonghyup												2011	91 days CD yield + 1.50		—			—		W	50,000
Shinhan Bank												2011	4.36		—		W	762		W	635
Korea Development Bank												2011	5.79		—			—		W	16,253
Kookmin Bank												2012	5.91		—			—		W	11,860
Korea Development Bank												2013	5.91		—			—		W	10,577
Small Business Corporation	2009	5.25		—			—		W	156		2009	5.25		—		W	156		W	31
Calyon Bank	2013	6M Libor + 0.29	US$	—		US$	50,000		US$	50,000		2013	6M Libor + 0.29	US$	50,000		US$	50,000		US$	50,000
DBS Bank	²	²		—		US$	25,000		US$	25,000		″	″	US$	25,000		US$	25,000		US$	25,000
SMBC	²	²		—		US$	25,000		US$	25,000		″	″	US$	25,000		US$	25,000		US$	25,000
Earthlink, Inc.	2010	10		—			—		US$	30,000		2010	10		—		US$	30,000			—
Industrial Bank of Korea	2008	3.50 ~ 3.90	¥	14,802		¥	8,880		¥	—		2008	3.50~ 3.90	¥	8,880			—			—
²	2009	3.11	¥	12,800		¥	9,100			—
²	2010	3.47 ~ 3.97	W	—		W	—		W	641
″												2009	3.11	¥	9,100			—			—
″												2010	2.50~ 4.00		—		W	641		W	384
Resona Bank	2010	1.85	¥	—		¥	—		¥	98,573		2010	1.85		—		¥	98,573			—

Total			W	—		W	200,000		W	201,559				W	200,000		W	201,559		W	739,740
			US$	—		US$	100,000		US$	130,000				US$	100,000		US$	130,000		US$	100,000
			¥	27,602		¥	17,980		¥	98,573				¥	17,980		¥	98,573			—

Equivalent in Korean won			W	237		W	293,101		W	324,346				W	293,101		W	324,346		W	865,490
Less portion due within one year				(82	)		(75	)		(925	)				(75	)		(925	)		(9,019	)

Long-term portion			W	155		W	293,026		W	323,421				W	293,026		W	323,421		W	856,471


	(note a)			At December 31, ~~2007,~~2008, the91-day CD yield and the 6M LIBOR rate are ~~5.82%~~3.93% and ~~4.65%~~1.75%, respectively.
	(note b)			This long-term a borrowings is classified as long-term borrowing as the borrowing is to be rolled-over exceeding 1 year from December 31, ~~2007~~2008 in accordance with the loan agreement.

~~The repayment schedule of long-term borrowings at December 31, 2007 is as follows (In millions of Korean won and thousands of denominated in Yen):~~

Long-Term Borrowing

Long-Term
in Foreign Currencies
Borrowing in
Foreign
Korean Won

Year Ending December 31,
Korean Won Currencies Equivalent Total

2008 W 508 ¥ 50,067 W 417 W 925
2009 541 ¥ 33,258 278 819
¥ 15,248
2010 200,382 US$ 30,000 28,273 228,655
2011 127 — — 127
2012 and thereafter — US$ 100,000 93,820 93,820

Total ¥ 98,573
W 201,558 US$ 130,000 W 122,788 W 324,346

~~F-42~~F-51

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The repayment schedule of long-term borrowings at December 31, 2008 is as follows (In millions of Korean won and thousands of denominated in Yen):

Long-Term Borrowing

in Foreign Currencies
Long-Term Borrowing
Foreign
Korean Won

Year Ending December 31,
in Korean Won Currencies Equivalent Total

2009 W 9,019 — — W 9,019
2010 12,599 — — 12,599
2011 710,856 — — 710,856
2012 5,503 — — 5,503
2013 and thereafter 1,763 US$ 100,000 W 125,750 127,513

Total W 739,740 US$ 100,000 W 125,750 W 865,490

11. SUBSCRIPTION DEPOSITS

The Company receives facility guarantee deposits from subscribers of cellular services at the subscription date. The Company has no obligation to pay interest on these deposits and returns all amounts to subscribers upon termination of the subscription contract.

Long-term subscription guarantee deposits by service type held as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won, except deposit per subscriber amounts):

Deposit per
Deposit per

Service Type
Subscriber 2005 2006 2007 Subscriber 2006 2007 2008

Cellular W 200,000 W 23,770 W 21,140 W 6,425 W 200,000 W 21,140 W 6,425 W 4,796

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

Subscription deposits payable in current liabilities section represents payable to subscribers who cancelled services.

F-52

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


12.	LEASES

The Company leases certain machinery and equipment under finance leases. The Company has an option to acquire the leased machinery and equipment, free of charge, upon termination of the lease period. For the year ended December 31, 2005, all finance leases were expired and the Company acquired the related leased machinery free of charge.

~~In addition, during~~During the year ended December 31, 2005, the Company acquired certain computer equipment and software from SK C&C Co., Ltd. and succeeded SK C&C Co., Ltd. in certain capital lease agreements between SK C&C Co., Ltd. and HP Financial Service. YTN Media, Inc., which was consolidated effective July 1, 2006, acquired certain broadcasting equipment from HYOSUNG CAPITAL Co., Ltd. under certain finance lease agreements. The acquisition cost of such leased broadcasting equipment, computer equipment and software totaled W~~16,196~~265,625 million as of December 31, ~~2007.~~2008. Depreciation expense for the year ended December 31, ~~2007~~2008 was W~~3,453~~45,807 million. The Company’s minimum future lease payments as of December 31, ~~2007~~2008 are as follows (In millions of Korean won):


	Annual Lease							Annual Lease
Year Ending December 31,	Payments		Interest		Principal			Payments		Interest		Principal

2008	W	2,306	W	89	W	2,217
2009		425		36		389		W	74,741	W	12,951	W	61,791
2010		333		10		323			74,650		8,401		66,249
2011									49,260		3,625		45,635
2012									28,147		758		27,388

Total	W	3,064	W	135		2,929		W	226,798	W	25,735		201,063

Less portion due within one year						(2,217	)						(61,790	)

Finance lease liabilities					W	712						W	139,273

The Company leased certain machinery and equipment under an operating lease and the Company’s minimum future lease payments as of December 31, 2008 are as follows (In millions of Korean won):

Minimum Lease

Year Ending December 31,
Payments

2009 W 672,837
2010 460,046
2011 436,425
2012 410,590
2013 and thereafter —

Total W 1,979,898

~~F-43~~F-53

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~The Company leased certain machinery and equipment under an operating lease and the Company’s minimum future lease payments as of December 31, 2007 are as follows (In millions of Korean won):~~

Minimum Lease

Year Ending December 31,
Payments

2008 W 7,704
2009 6,723
2010 4,833
2011 1,922
2012 and thereafter 7,545

Total W 28,727

13. ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

The details of monetary assets and liabilities denominated in foreign currencies (except for bonds payable and long-term borrowings denominated in foreign currencies described in Notes 9 and 10) as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won, thousands of U.S. dollars, thousands of HK dollars, thousands of Japanese yen, thousands of Singaporean dollars, thousands of Euros, thousands of Great Britain pounds, thousands of Swiss francs, thousands of Chinese ~~yuan,~~Yuan, thousands of Vietnam dongs, thousands of Canadian dollars and thousands of France francs):

Foreign Currencies Korean Won Equivalent Foreign Currencies Korean Won Equivalent
2005 2006 2007 2005 2006 2007 2006 2007 2008 2006 2007 2008

Cash and cash equivalents US$ 11,826 US$ 1,330 US$ 357,413 W 11,980 W 1,236 W 335,325 US$ 1,330 US$ 357,413 US$ 7,269 W 1,236 W 335,325 W 9,140
² EUR 3 EUR 2 EUR 117 3 2 162 EUR2 EUR117 EUR85 2 162 152
² VND 902,819 — — 58 — — — — JPY1,313 — — 18
Accounts receivable — trade US$ 30,849 US$ 26,818 US$ 35,837 28,677 25,161 45,066
² SG $30 — — 18 — — ¥800 ¥41,307 — 6 344 —
US$ 31,334 US$ 30,849 US$ 26,818 31,741 28,677 25,161
Accounts receivable — trade — ¥ 800 ¥ 41,307 — 6 344
² EUR 248 EUR 248 EUR 248 298 303 343 EUR248 EUR248 EUR187 303 343 332
² — — CNY 5,620 — — 722 — CNY5,620 CNY5,620 — 722 1,035
Short-term loans — — US$ 2,419 — — 2,270 — US$ 2,419 US$ 2,168 — 2,270 2,726
Accounts receivable — other US$ 3,364 US$ 1,657 US$ 965 3,408 1,541 905 US$ 1,657 US$ 965 US$ 2 1,541 905 3
² VND 6,173,479 — — 394 — — — — CNY7,888 — — 1,452
Guarantee deposits — US$ 17 US$ 12 — 16 11 US$ 17 US$ 12 US$ 8 16 11 9
² ¥ 16,156 ¥ 21,536 ¥ 16,912 139 168 141 ¥21,536 ¥16,912 ¥17,397 168 141 242

Total assets W 48,039 W 31,949 W 365,384 W 31,949 W 365,384 W 60,175

Foreign Currencies Korean Won Equivalent
2006 2007 2008 2006 2007 2008

Accounts payable — trade — US$ 27,904 US$ 22,295 W — W 26,179 W 28,036
² — ¥1,251 ¥1,251 — 10 17
² — — FRF11,474 — — 3
Accounts payable — other US$ 36,373 US$ 22,596 US$ 31,605 33,812 21,199 39,744
² ¥19,956 ¥16,954 ¥112,370 156 141 1,566
² HK$ 190 HK$ 248 HK$ 41 23 30 7
² GBP48 GBP931 GBP38 88 1,745 70
² SG$ 6 SG$ 27 SG$ 1 4 18 1
² EUR 813 EUR 588 EUR 1,116 993 812 1,983
² CHF250 CHF250 — 190 208 —
² CA$ 2 — — 1 — —
² FRF11 FRF11 — 2 2 —

Total liabilities W 35,269 W 50,344 W 71,427

~~F-44~~F-54

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Foreign Currencies Korean Won Equivalent
2005 2006 2007 2005 2006 2007

Accounts payable — trade US$ 28,360 — US$ 27,904 W 28,728 W — W 26,179
                        ²                — — ¥ 1,251 — — 10
Accounts payable — other US$ 15,737 US$ 36,373 US$ 22,596 15,942 33,812 21,199
                        ²                ¥ 8,498 ¥ 19,956 ¥ 16,954 73 156 141
                        ²                HK$ 254 HK$ 190 HK$ 248 33 23 30
                        ²                — CNY 2 CNY 2 — — —
                        ²                GBP 453 GBP 48 GBP 931 791 88 1,745
                        ²                SG$ 22 SG$ 6 SG$ 27 13 4 18
                        ²                EUR 504 EUR 813 EUR 588 604 993 812
                        ²                CHF 19 CHF 250 CHF 250 15 190 208
                        ²                CA$ 2 CA$ 2 CA$ — 2 1 —
                        ²                VND 11,823,640 — — 755 — —
                        ²                — FRF 11 FRF 11 — 2 2

Total liabilities W 46,956 W 35,269 W 50,344

14.   CAPITAL STOCK AND CAPITAL SURPLUS

The Company’s outstanding capital stock consists entirely of common stock with a par value of W500. The number of authorized, issued and outstanding common shares as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows:

2005 2006 2007 2006 2007 2008

Authorized shares 220,000,000 220,000,000 220,000,000 220,000,000 220,000,000 220,000,000
Issued shares 82,276,711 81,193,711 81,193,711 81,193,711 81,193,711 81,193,711
Outstanding shares, net of treasury stock 73,614,296 72,667,459 72,584,677 72,667,459 72,584,677 72,486,015
~~F-45~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Significant changes in common stock and capital surplus in ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won, except for share data):


	Number of					Capital			Number of					Capital
	Shares Issued			Common Stock		Surplus			Shares Issued			Common Stock		Surplus

At January 1, 2005		82,276,711		W	44,639	W	2,968,301
Deferred tax effect of temporary difference related to conversion rights (note a)		—			—		(18,502	)
Transfer of stock option from capital adjustment (note b)		—			—		1,533
At December 31, 2005										82,276,711			44,639		2,969,865
Retirement of treasury stock (note a)										(1,083,000	)		—		—
Conversion of convertible bonds (note b)										—			—		(3,733	)
Transfer of stock options from capital adjustment (note c)										—			—		234
Equity in capital surplus changes of affiliates		—			—		3,508			—			—		33

At December 31, 2005		82,276,711			44,639		2,954,840
Retirement of treasury stock (note c)		(1,083,000	)		—		—
At December 31, 2006										81,193,711			44,639		2,966,399
Conversion of convertible bonds (note d)		—			—		(3,733	)		—			—		(11,116	)
Transfer of stock options from capital adjustment (note e)		—			—		234			—			—		3,246
Equity in capital surplus changes of affiliates		—			—		(1,014	)		—			—		(2,423	)

At December 31, 2006		81,193,711			44,639		2,950,327
Conversion of convertible bonds (note f)							(11,116	)
Transfer of stock options from capital adjustment (note g)							3,246
Difference between the acquisition cost and the net book value incurred from the capital transaction between companies under common control (note h)							(9,696	)
At December 31, 2007										81,193,711			44,639		2,956,106
Decrease of conversion of convertible bonds due to change in statutory tax rates										—			—		1,544
Gain on disposal of treasury stock (note f)										—			—		722
Equity in capital surplus changes of affiliates							(7,801	)		—			—		482

At December 31, 2007		81,193,711		W	44,639	W	2,924,960
At December 31, 2008										81,193,711		W	44,639	W	2,958,854


	(note a)			The tax effect of temporary difference related to consideration for conversion rights was deducted directly from related components of stockholders’ equity, pursuant to adoption of SKAS No. 16 for the year ended December 31, 2005.
	~~(note b)~~			~~For 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.~~
	~~(note c)~~			The Company retired 491,000 shares and 592,000 shares of treasury stock on August 17, 2006 and September 29, 2006, respectively, and reduced retained earnings before appropriation in accordance with Korean Commercial Code.

(note d)		b)	For the year ended December 31, 2006, the convertible bonds with principal amount of US$25,210,000 were converted into 136,163 shares of the Company’s common stock. Such conversion was settled by the Company by using its treasury ~~stocks (see Note 16).~~stocks. Related to this conversion transaction, the capital surplus amount decreased by W3,733 million.

(note e)		c)	For the year ended December 31, 2006, the exercisable period for the stock options representing 43,390 shares, of which recognized compensation costs were W234 million, expired and the related stock options of W234 million in capital adjustments were transferred to capital surplus.

(note f)		d)	For the year ended December 31, 2007, the convertible bonds with principal amount of US$38,820,000 were converted into 216,347 shares of the Company’s common stock. Such conversion was settled by the

F-55

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	Company by using its treasury stocks (see note 16). Related to this conversion transaction, the capital surplus amount decreased by W11,116 million.


(note g)		e)	For the year ended December 31, 2007, the exercisable period for the stock options representing 65,730 shares, for which the Company recognized compensation costs of W3,246 million, expired and the related stock options of W3,246 million in capital adjustments were transferred to capital surplus.


(note h)f)			~~During the year ended December 31, 2007, SK Telecom acquired Ntreev Soft Co., Ltd.’s common~~On January 23, 2008, treasury stock ~~from iHQ, Inc. a subsidiary~~ of ~~the Company. The difference between the acquisition cost and purchased net book~~208,326 shares with carrying value ~~of Ntreev Soft Co., Ltd. amounting to~~totaling W~~9,696~~49,401 million ~~was offset against~~were sold to the ~~Company’s capital surplus.~~employees’ stock ownership association. As a result of these transactions, tax effect of accumulated temporary differences related to the sold treasury stocks exceeded loss on disposal of treasury stock.

~~F-46~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


15.	RETAINED EARNINGS

Retained earnings as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005		2006		2007		2006		2007		2008

Appropriated	W	5,470,701	W	6,679,235	W	7,335,037	W	6,679,235	W	7,335,037	W	8,295,037
Unappropriated		1,796,948		1,168,199		1,579,933		1,168,199		1,579,933		1,153,148

	W	7,267,649	W	7,847,434	W	8,914,970	W	7,847,434	W	8,914,970	W	9,448,185

The details of appropriated retained earnings as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005		2006		2007		2006		2007		2008

Legal reserve	W	22,320	W	22,320	W	22,320	W	22,320	W	22,320	W	22,320
Reserve for improvement of financial structure		33,000		33,000		33,000		33,000		33,000		—
Reserve for loss on disposal of treasury stock		477,182		477,182		255,984		477,182		255,984		255,984
Reserve for research and manpower development		822,061		880,595		872,595		880,595		872,595		872,595
Reserve for business expansion		4,116,138		5,266,138		6,151,138		5,266,138		6,151,138		6,344,138
Reserve for technology development								—		—		800,000

	W	5,470,701	W	6,679,235	W	7,335,037	W	6,679,235	W	7,335,037	W	8,295,037


a.	*~~Legal Reserve~~*

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~~*

b. Reserve for Improvement of Financial Structure

Through 2006, the Financial Control Regulation for Listed Companies in Korea required that at least 10% of net income (net of accumulated deficit), and an amount equal to net gain (net of related income tax, if any) on the disposal of property and equipment should be appropriated as a reserve for improvement of financial structure until the ratio of stockholders’ equity to total assets reached 30%. However, this regulation was nullified during the year ended December 31, 2007 and no such requirement exists as of December 31, ~~2007.~~2007 and 2008.

F-56

SK TELECOM CO., LTD. AND SUBSIDIARIES


c.	*~~Reserves for Loss on Disposal of Treasury Stock and Research and Manpower Development~~*

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 reversed from appropriated retained earnings in accordance with the relevant tax laws. Such reversal will be included in taxable income in the year of reversal.


d.	*~~Reserve for Business Expansion~~*

d. Reserve for Business Expansion and Technology Development

The reserve for business expansion isand technology development are voluntary and ~~was~~were approved by the board of directors and stockholders.


16.	TREASURY STOCK

Upon issuance 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 W6,110 million through 2005. In addition, the Company acquired 8,584,445 shares of treasury stock in the market or through the trust funds for

~~F-47~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

W2,040,995 million through 2005 in order to stabilize the market price of its stock. ~~In addition, during~~Meanwhile, the ~~year ended December 31, 2006, the convertible bonds with a principal amount of US$25,210,000 were converted into 136,163~~Company retired 1,083,000 shares of common ~~stock. Such conversion was settled~~stock in accordance with Korean Commercial law, which were acquired by the Company ~~by using its treasury stock with carrying value totaling~~in 2006 at W~~32,178 million, which resulted in loss on disposal of treasury stock of~~209,077 million. As a result, retained earnings decreased by W~~7,887~~209,077 million. In addition, the ~~losses~~loss on disposal of treasury stock decreased by W337 million for the year ended December 31, 2007 to reflect the tax effect of change in accumulated temporary differences related to treasury ~~stock~~stocks based on the prior year tax return.

~~On August 17,~~In addition, during the year ended December 31, 2006 and 2007, the convertible bonds with a principal amount of US$25,210 thousand and US$75,080 thousand were converted into 136,163 shares and 216,347 shares of common stock, respectively. Such conversion was settled by the Company ~~retired 491,000 shares~~by using its treasury stock with carrying value totaling W32,178 million and W51,199 million, which resulted in loss on disposal of treasury stock ~~which were acquired by the Company during the period from August 1, 2006 through August 14, 2006 for~~of W~~92,518~~7,887 million ~~in accordance with a resolution of the board of directors of July 28, 2006. On September 29, 2006, the Company retired 592,000 shares~~and gain on disposal of treasury stock ~~which were acquired by the Company during the period from September 4, 2006 through September 27, 2006 for~~of W~~116,559~~1,414 million, in accordance with a resolution of the board of directors of August 31, 2006. In connection with the retired treasury stocks discussed above, the Company reduced its retained earnings before appropriations by W~~209,078 million in accordance with Korean Commercial Code.~~respectively.

From November 9, 2007 through December 31, 2007, the Company acquired 471,000 shares of treasury stock for W118,511 million in order to stabilize the market price of its stock in accordance with a resolution of the board of directors on November 2, 2007. In addition, ~~during the year ended~~on December ~~31,~~26, 2007 ~~two issuances of treasury stock were made for 216,347 shares~~ and ~~171,871 shares. Treasury stock of 216,347 shares with carrying value totaling~~ W~~51,199 million were issued to the convertible bond holders at their execution of conversion rights and~~January 23, 2008, treasury stock of 171,871 shares and 208,326 shares with carrying value totaling W40,756 million and W49,401 million, respectively, were sold to ~~its~~the employees’ stock ownership association. As a result of these transactions, loss on disposal of treasury stock decreased by W~~7,456 million.~~6,042 million for the year ended December 31, 2007 and increased by W7,155 million for the year ended December 31, 2008.

Meanwhile, from December 2, 2008 through December 30, 2008, the Company acquired 306,988 shares of treasury stock for W63,538 million in order to retire them with retained earnings in accordance with a resolution of Board of Directors on October 23, 2008.


17.	~~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~~ W267,000 per share. The stock options became exercisable after three years from the date of grant and were exercisable for two years from the first exercisable date. Upon exercise of stock options, the agreements called for the Company to issue its common stock. If the employees were to leave the Company within three years after the grant of stock options, such employees would forfeit their unvested stock options awarded.

The value of stock options granted was 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 were 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, 2006 and~~

~~F-48~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

~~2007 and the outstanding balance of stock option in capital adjustment as of December 31, 2005, 2006 and 2007 are as follows (In millions of Korean won):~~

Total
Recognized
Compensation
Stock Option in

Compensation
Compensation Cost Cost to be
Capital Adjustment
Grant Date
Cost 2005 2006 2007 Recognized 2005 2006 2007

March 17, 2000
(note a) W 1,533 W — W — W — W — W — W — W —
March 16, 2001
(note b) 234 — — — — 234 — —
March 8, 2002
(note c) 3,246 180 — — — 3,246 3,246 —

W 5,013 W 180 W — W — W — W 3,480 W 3,246 W —

~~(note a)~~ ~~For the year ended December 31, 2005, the exercisable period for stock options representing 17,800 shares, for which the Company had recognized compensation cost of~~ W~~1,533 million, expired and the related stock options of~~ W~~1,533 million in capital adjustments were transferred to capital surplus.~~
~~(note b)~~ ~~For the year ended December 31, 2006, the exercisable period for stock options representing 43,820 shares, for which the Company had recognized compensation cost of~~ W~~234 million, expired and the stock options of~~ W~~234 million in capital adjustments were transferred to capital surplus.~~
~~(note c)~~ ~~For the year ended December 31, 2007, the exercisable period for stock options representing 65,730 shares, for which the Company had recognized compensation cost of~~ W~~3,246 million, expired and the stock options of~~ W~~3,246 million in capital adjustments were transferred to capital surplus.~~
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), the pro forma total compensation cost would be W~~15,967 million (~~W~~3,738 million for options granted in 2000,~~ W~~3,617 million for options granted in 2001 and~~ W~~8,612 million for options granted in 2002) and the pro forma net income and net income per common share for the year ended December 31, 2005 is as follows:~~
~~2005~~
~~Pro forma net income (in millions of Korean won)~~ W ~~1,872,680~~
~~Pro forma net income per common shares~~ ~~25,439~~
~~There is no effect on the net income and net income per common share for the years ended December 31, 2006 and 2007 in connection with the volatility factor discussed above.~~
~~18.~~ INCOME TAXES

Income tax expenses for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 consist of the following (In millions of Korean won):

2005 2006 2007 2006 2007 2008

Currently W 685,541 W 615,959 W 564,480 W 615,959 W 572,806 W 493,714
Changes in net deferred tax liabilities 7,718 (43,933 ) 121,681 (43,933 ) 121,681 (194,864 )

Income tax expenses W 693,259 W 572,026 W 686,161 W 572,026 W 694,487 W 298,850

~~F-49~~F-57

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The difference between income taxes computed using the statutory corporate income tax rates and the recorded income taxes for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 is attributable to the following (In millions of Korean won):


	2005				2006				2007				2006			2007			2008

Income taxes at statutory income tax rate of 25% in 2005, 2006 and 2007	W	640,391			W	505,394			W	496,323
Income taxes at statutory income tax rate of 25% in 2006, 2007 and 2008													W	505,394		W	571,441		W	314,683
Resident surtax payable		64,039				50,539				49,632				50,539			57,144			31,468
Tax credit for investments, technology and human resource development and others		(100,160	)			(110,785	)			(112,235	)
Special surtax for agriculture and fishery industries and other		18,838				20,183				18,370
Tax credit for investments, technology and human resource development														(110,785	)		(105,819	)		(98,551	)
Special surtax for agriculture and fishery industries														20,183			17,855			17,528
Additional income tax (tax refund) for prior periods														—			8,148			(60,130	)
Goodwill amortization not deductible for tax purpose		37,023				38,447				35,382				38,447			35,382			35,382
Undistributed earnings (unrecognized deficit) of subsidiaries		4,846				1,496				5,326
Undistributed earnings of subsidiaries														1,496			5,326			3,196
Other permanent differences		11,332				24,717				9,181				24,717			3,664			18,045
Increase (decrease) in valuation allowance		16,950				42,035				184,182
Change in valuation allowance														42,035			101,346			37,229

Recorded income taxes	W	693,259			W	572,026			W	686,161			W	572,026		W	694,487		W	298,850

Effective tax rate		27	.06	%		28	.30	%		34	.56	%		28.30	%		30.38	%		23.74	%

~~F-50~~F-58

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects of each type of temporary difference that gave rise to a significant portion of the deferred tax assets and liabilities at December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005			2006			2007			2006			2007			2008

Current :
Current:
Allowance for doubtful accounts	W	39,334		W	21,701		W	17,289		W	21,701		W	17,289		W	33,073
Write-off of doubtful accounts		9,239			—			—
Accrued interest income		(1,229	)		(1,605	)		(2,073	)		(1,605	)		(2,073	)		(2,902	)
Accrued interest expense											—			—			21,856
Net operating loss carryforwards		17			1,121			5,406			1,121			5,406			7,606
Tax credit carryforwards		89			19			—			19			—			570
Other		18,623			28,704			15,756			28,704			15,756			(32,417	)

Net deferred tax assets — current		66,073			49,940			36,378			49,940			36,378			27,786

Non-Current :
Non-Current:
Depreciation		(47,472	)		(51,437	)		(42,671	)		(51,437	)		(42,671	)		(9,491	)
Loss on impairment of investment securities		32,959			33,269			41,105			33,269			41,105			99,149
Equity in losses (gains) of affiliates, net		(10,244	)		3,968			(52,313	)		3,968			(52,313	)		(3,458	)
Unrecognized deficit (undistributed earnings) of subsidiaries		13,732			34,005			86,497			34,005			86,497			(59,826	)
Tax free reserve for research and manpower development		(211,208	)		(211,215	)		(151,259	)		(211,215	)		(151,259	)		(80,707	)
Tax free reserve for loss on disposal of treasury stock		(130,372	)		(70,395	)		(70,396	)		(70,395	)		(70,396	)		—
Loss on valuation of foreign currency swap		3,642			6,188			6,188			6,188			6,188			(36,332	)
Loss on valuation of interest swap		—			125			(871	)		125			(871	)		7,370
Loss on valuation of derivatives (accumulated other comprehensive income)		5,377			6,668			6,668
Loss on valuation of foreign currency swap (accumulated other comprehensive income)											6,668			6,668			(1,490	)
Gain on conversion of convertible bond		—			—			(102,613	)		—			(102,613	)		(82,091	)
Consideration for conversion right		(18,502	)		(17,086	)		(12,870	)		(17,086	)		(12,870	)		(11,325	)
Equity in capital adjustments of affiliates		(21,967	)		(34,077	)		7,879
Unrealized loss(gain) on valuation of long-term investment securities (accumulated other comprehensive income)		15,966			(163,992	)		(617,020	)
Equity in other comprehensive income of affiliates, net											(34,077	)		7,879			22,960
Unrealized loss (gain) on valuation of long-term investment securities (accumulated other comprehensive income)											(163,992	)		(617,020	)		(123,636	)
Loss (Gain) on foreign currency translation											—			—			(34,773	)
Net operating loss carryforwards		24,108			66,319			183,053			66,319			183,053			137,348
Tax credit carryforwards		—			48			35,399			48			35,399			39,345
Other		(875	)		8,801			28,864			8,801			28,864			86,061

Total deferred tax liabilities		(344,856	)		(388,811	)		(654,360	)		(388,811	)		(654,360	)		(50,896	)
Valuation allowance for:
Depreciation		(6,022	)		183			236			183			236			(11,686	)
Net operating loss carryforwards		(23,523	)		(60,142	)		(182,726	)		(60,142	)		(182,726	)		(137,348	)
Equity in losses of affiliates and unrecognized deficit of subsidiaries		(17,631	)		(73,082	)		(161,081	)		(73,082	)		(161,081	)		(87,314	)
Loss (Gain) on foreign currency translation											—			—			(34,773	)
Loss on impairment of investment securities											—			—			(18,387	)
Other		(7,629	)		(8,132	)		(39,541	)		(8,132	)		(39,541	)		(63,403	)

Net deferred tax liabilities — non-current	W	(399,661	)	W	(529,984	)	W	(1,037,472	)	W	(529,984	)	W	(1,037,472	)	W	(403,807	)

~~F-51~~F-59

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The net operating loss carryforwards and tax credit carryforwards of the Company’s certain subsidiaries which are expected to Reutilized as of December 31, ~~2007~~2008 which are expected to Reutilized will expire as follows (In millions of Korean won):


	Net Operating Loss		Tax Credit		Net Operating Loss		Tax Credit
Year Ending December 31,	Carryforwards		Carryforwards		Carryforwards		Carryforwards

2008	W	7,584	W	—
2009		—		20	W	4	W	570
2010		568		4		—		514
2011		—		—		—		328
2012		622		—		—		223

Total	W	8,774	W	24	W	4	W	1,635

Deferred tax assets (liabilities) added to (deducted from) capital surplus or accumulated other comprehensive income as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005			2006			2007			2006			2007			2008

Consideration for conversion right		(18,502	)	W	(17,086	)	W	(12,870	)	W	(17,086	)	W	(12,870	)	W	(11,325	)
Loss on disposal of treasury stock		—			(38,341	)		(36,339	)
Gain on disposal of treasury stock											(38,341	)		(36,339	)		(28,368	)
Equity in capital adjustments of affiliates											—			—			4,677
Stock option		—			—			(99	)		—			(99	)		—
Unrealized loss (gain) on valuation of long-term investment securities, net		15,966			(162,847	)		(616,996	)		(162,847	)		(616,996	)		(125,620	)
Equity in other comprehensive income of affiliates, net		(24,119	)		(41,403	)		(716	)		(41,403	)		(716	)		(12,438	)
Loss on valuation of currency swap		5,377			6,668			6,668
Loss on valuation of foreign currency swap											6,668			6,668			4,032
Loss (gain) on valuation of interest rate swap		—			125			(871	)		125			(871	)		7,370
Foreign-based operations’ translation adjustment		2			(22	)		(32	)		(22	)		(32	)		193
Retained Earnings		—			—			30			—			30			30

Total		(21,276	)	W	(252,906	)	W	(661,225	)	W	(252,906	)	W	(661,225	)	W	(161,449	)

~~F-52~~F-60

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


~~19.~~18.	COMPREHENSIVE INCOME

Details of comprehensive income for the years ended December 31, 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005						2006						2007						2006						2007						2008
	Profit and						Profit and						Profit and						Profit and						Profit and						Profit and
	Loss Effect			Tax Effect			Loss Effect			Tax Effect			Loss Effect			Tax Effect			Loss Effect			Tax Effect			Loss Effect			Tax Effect			Loss Effect			Tax Effect

Net income	W	1,868,307					W	1,449,552					W	1,562,265					W	1,449,552					W	1,562,265					W	972,338
Other comprehensive income (loss):
Unrealized gain on valuation of long-term investment securities, net		50,882			(179,973	)		471,321		W	(178,814	)		1,195,385		W	(454,149	)		471,321		W	(178,814	)		1,195,385		W	(454,149	)		(1,216,771	)	W	491,376
Equity in other comprehensive income change of affiliates, net		(73,008	)		(17,284	)		45,956			(17,282	)		(105,597	)		40,687
Equity in other comprehensive income of affiliates, net																				45,956			(17,282	)		(105,597	)		40,687			(70,490	)		(11,722	)
Foreign-based operations translation adjustment		(2,020	)		2			(19,737	)		(24	)		4,162			(10	)		(19,737	)		(24	)		4,162			(10	)		60,262			226
Gain (loss) on valuation of currency swap, net		35,276			1,291			(2,311	)		1,291			4,671			—			(2,311	)		1,291			4,671			—			20,360			(2,636	)
Gain (loss) on valuation of interest rate swap, net		—			125			(329	)		125			2,627			(996	)		(329	)		125			2,627			(996	)		(28,427	)		8,241

Sub-total		11,130		W	(195,839	)		494,900		W	(194,704	)		1,101,248		W	(414,468	)		494,900		W	(194,704	)		1,101,248		W	(414,468	)		(1,235,066	)	W	485,485

Comprehensive income	W	1,879,437					W	1,944,452					W	2,663,513					W	1,944,452					W	2,663,513					W	(262,728	)

Attributable to:
Majority interests	W	1,884,108					W	1,946,391					W	2,750,124					W	1,946,391					W	2,750,124					W	(19,347	)
Minority interests		(4,671	)					(1,939	)					(86,611	)					(1,939	)					(86,611	)					(243,381	)

	W	1,879,437					W	1,944,452					W	2,663,513					W	1,944,452					W	2,663,513					W	(262,728	)


~~20.~~19.	NET INCOME PER SHARE

Net income from continuing operation per share and net income per share for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are computed as follows (In millions of Korean won, except for share data):

Net income from continuing operation per share


	2005		2006		2007		2006		2007		2008

Net income attributable to the majority interests	W	1,872,978	W	1,451,491	W	1,648,876
Net income from continuing operation attributable to the majority interests							W	1,451,491	W	1,681,369	W	1,197,182
Weighted average number of common shares outstanding		73,614,296		73,305,026		72,650,909		73,305,026		72,650,909		72,765,557

Net income per share	W	25,443	W	19,801	W	22,696	W	19,801	W	23,143	W	16,453

~~F-53~~F-61

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Net income from continuing operation attributable to the majority interests for the years ended December 31, 2006, 2007 and 2008 are computed as follows (In millions of Korean won):

2006 2007 2008

Net income attributable to the majority interests W 1,451,491 W 1,648,876 W 1,215,719
The majority interests’ portion of net loss(income) from discontinued operation attributable to the majority interests — 32,493 (18,537 )

Net income from continuing operation attributable to the majority interests 1,451,491 1,681,369 1,197,182

Net income per share

2006 2007 2008

Net income attributable to the majority interests W 1,451,491 W 1,648,876 W 1,215,719
Weighted average number of common shares outstanding 73,305,026 72,650,909 72,765,557

Net income per share W 19,801 W 22,696 W 16,707

The weighted average number of common shares outstanding for ~~2005,~~ 2006, 2007 and ~~2007~~2008 is calculated as follows:

Weighted
Weighted
Weighted
Weighted

Number of
Number of
Number
Number of
Number of
Number

Date Shares Days of Shares
Date
Shares Days of Shares

For 2005 :
At January 1, 2005 — 82,276,711 365/365 82,276,711
Treasury stock, at the beginning of the year — (8,662,415 ) 365/365 (8,662,415 )

Total 73,614,296 73,614,296

For 2006 :
For 2006:
At January 1, 2006 — 82,276,711 365/365 82,276,711 — 82,276,711 365/365 82,276,711
Treasury stock, at the beginning of the year — (8,662,415 ) 365/365 (8,662,415 ) — (8,662,415 ) 365/365 (8,662,415 )
Retirement of treasury stock (note a ) (1,083,000 ) — (373,546 ) (note a) (1,083,000 ) — (373,546 )
Conversion of convertible bonds (note b ) 136,163 — 64,276 (note b) 136,163 — 64,276

Total 72,667,459 73,305,026 72,667,459 73,305,026

For 2007 :
For 2007:
At January 1, 2007 — 81,193,711 365/365 81,193,711 — 81,193,711 365/365 81,193,711
Treasury stock, at the beginning of the year — (8,526,252 ) 365/365 (8,526,252 ) — (8,526,252 ) 365/365 (8,526,252 )
Acquisition of treasury stock (note c ) (471,000 ) 28/365 (36,337 ) (note c) (471,000 ) 28/365 (36,337 )
Conversion of convertible bonds (note d ) 216,347 29/365 16,962 (note d) 216,347 29/365 16,962
Disposal of treasury stock 171,871 6/365 2,825 171,871 6/365 2,825

Total 72,584,677 72,650,909 72,584,677 72,650,909

For 2008:
At January 1, 2008 81,193,711 366/366 81,193,711
Treasury stock, at the beginning of the year (8,609,034 ) 366/366 (8,609,034 )
Acquisition of treasury stock (note c) (306,988 ) — (14,924 )
Disposal of treasury stock 208,326 344/366 195,804

Total 72,486,015 72,765,557

F-62

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note a)		The Company retired treasury stocks which were acquired on two different dates during the year ended December 31, 2006, and weighted number of shares was calculated considering each transaction date.

(note b)		Treasury stocks were used to settle the conversion of the convertible bonds on several different dates during the year ended December 31, 2006, and weighted number of shares was calculated considering each transaction date.

(note c)		The Company acquired treasury stocks on many different dates ~~during~~for the ~~year~~years ended December 31, 2007 and 2008, and weighted number of shares was calculated considering each transaction date.

(note d)		Treasury stocks were used to settle the conversion of the convertible bonds on several different dates during the year ended December 31, 2007, and weighted number of shares was calculated considering each transaction date.

Diluted net income from continuing operation per share and diluted net income per share amounts for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are computed as follows (In millions of Korean won, except for share data):

Diluted net income from continuing operation per share

2005 2006 2007

Adjusted net income attributable to the majority interest W 1,886,033 W 1,464,768 W 1,661,678
Adjusted weighted average number of common shares outstanding 75,332,996 75,025,926 74,263,655

Diluted net income per share W 25,036 W 19,523 W 22,375

2006 2007 2008

Adjusted net income from continuing operation attributable to the majority interests W 1,464,768 W 1,694,171 W 1,208,332
Adjusted weighted average number of common shares outstanding 75,025,926 74,263,655 74,090,301

Net income per share W 19,523 W 22,813 W 16,309

Diluted net income per share

2006 2007 2008

Adjusted net income attributable to the majority interest W 1,464,768 W 1,661,678 W 1,226,869
Adjusted weighted average number of common shares outstanding 75,025,926 74,263,655 74,090,301

Diluted net income per share W 19,523 W 22,375 W 16,559

~~F-54~~F-63

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The numerator and denominator of basic and diluted income per share for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows:

Diluted net income per share


			Average Weighted		Per-share				Average Weighted
	Net Income		Number of Shares		Amount		Net Income		Number of Shares		Per-Share Amount
	(In millions of				(In Korean won)		(In Millions of				(in Korean Won)
	Korean won)						Korean Won)

For 2005
Basic net income per share	W	1,872,978		73,614,296	W	25,443

Effect of stock option (note a)		—		—
Effect of convertible bonds (note b)		13,055		1,718,700

Diluted net income per share	W	1,886,033		75,332,996	W	25,036

For 2006
Basic net income per share	W	1,451,491		73,305,026	W	19,801	W	1,451,491		73,305,026	W	19,801

Effect of stock option (note a)		—		—				—		—
Effect of convertible bonds (note b)		13,277		1,720,900				13,277		1,720,900

Diluted net income per share	W	1,464,768		75,025,926	W	19,523	W	1,464,768		75,025,926	W	19,523

For 2007
Basic net income per share	W	1,648,876		72,650,909	W	22,696	W	1,648,876		72,650,909	W	22,696

Effect of stock option (note a)		—		—				—		—
Effect of convertible bonds (note b)		12,802		1,612,746				12,802		1,612,746

Diluted net income per share	W	1,661,678		74,263,655	W	22,375	W	1,661,678		74,263,655	W	22,375

For 2008
Basic net income per share							W	1,215,719		72,765,557	W	16,707

Effect of stock option (note a)								—		—
Effect of convertible bonds (note b)								11,150		1,324,744

Diluted net income per share							W	1,226,869		74,090,301	W	16,559


(note a)		For the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, 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,~~ 2006, 2007 and ~~2007,~~2008, respectively.

(note b)		The effect of convertible bonds is increase in net income related to interest expenses that would not have incurred, and increase in the weighted average number of common shares outstanding related to common shares that would have been issued, assuming that the conversion of convertible bonds were made at the beginning of the period.

Net income from discontinued operation per share for the years ended December 31, 2006, 2007 and 2008 are computed as follows (In Korean won):

2006 2007 2008

Net income(loss) attributable to the majority interest W — W (447 ) W 254

~~F-55~~F-64

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


~~21.~~20.	DIVIDEND DISCLOSURE

Details of dividends which were declared for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won, except for share data):

Fiscal
Number of Shares
Dividend

Year

Dividend Type
Outstanding Face Value 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

2006 Cash dividends (interim) 73,713,657 W 500 200 % W 73,714
Cash dividends (year-end) 72,667,459 W 500 1,400 % 508,672

Total W 582,386

2007 Cash dividends (interim) 72,667,459 W 500 200 % W 72,668
Cash dividends (year-end) 72,584,677 W 500 1,680 % 609,711

Total W 682,379

Fiscal
Number of Shares
Face
Dividend

Year

Dividend Type
Outstanding Value Ratio Dividends

2006 Cash dividends (interim) 73,713,657 W 500 200 % W 73,714
Cash dividends (year-end) 72,667,459 W 500 1,400 % 508,672

Total W 582,386

2007 Cash dividends (interim) 72,667,459 W 500 200 % W 72,668
Cash dividends (year-end) 72,584,677 W 500 1,680 % 609,711

Total W 682,379

2008 Cash dividends (interim) 72,793,003 W 500 200 % W 72,793
Cash dividends (year-end) 72,524,203 W 500 1,680 % 609,203

Total W 681,996

Dividends payout ratios for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won and %):

2005 2006 2007 2006 2007 2008

Dividends W 662,528 W 582,386 W 682,379 W 582,386 W 682,379 W 681,996
Net income attributable to the majority interest 1,872,978 1,451,491 1,648,876 1,451,491 1,648,876 1,215,719

Dividends payout ratio 35 .37 % 40 .12 % 41 .38 % 40.12 % 41.38 % 56.10 %

Dividends yield ratios for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In Korean won and %):

2005 2006 2007 2006 2007 2008

Dividend per share W 9,000 W 8,000 W 9,400 W 8,000 W 9,400 W 9,400
Stock price at the year-end 181,000 222,500 249,000 222,500 249,000 209,000

Dividends yield ratio 4 .97 % 3 .60 % 3 .78 % 3.60 % 3.78 % 4.49 %

~~22.~~21. RESTRICTED DEPOSITS

a. At December 31, ~~2007,~~2008, the Company has guarantee deposits restricted for their checking accounts totaling W6175 million, and deposits restricted for charitable trust for the benefit of the public amounting to W10,000 million of which maturity is February 8, 2009.

b. In 2005, the Company entered into a contract with First Data Corporation to sell the investment in common stock of KPMS Corporation, which was held by the Company and accounted for as available-for-sale securities. Certain portion of proceeds from sales of such investment totaling W1,137 million had been kept in escrow accounts in accordance with the Escrow Agreement, which is restricted for use until November 16, 2007. However, this restriction was dissolved during 2007 due to the advent of the settlement date.
c. At December 31, ~~2007,~~2008, certain short-term and long-term bank deposits totaling W~~19,982~~112,658 million are secured for payment guarantee of short-term borrowings, accounts payable, operating lease and other.
22. COMMITMENTS AND CONTINGENCIES
a. As of December 31, 2008, we had credit lines with several local banks that provided for borrowings of up to W2,171.8 billion, of which W1,358.5 billion was outstanding and W813.3 billion was available for borrowing.
b. SK Broadband Co., Ltd., a subsidiary of the Company, agreed to provide guarantees for loans of Broadband Media Co., Ltd. For the guarantee, SK Broadband Co., Ltd. has provided its properties as collaterals of

~~F-56~~F-65

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

W52,000 million to Korea Exchange Bank, W52,000 million to Woori Bank, W26,000 million to ABN AMRO Bank, W39,000 million to Kookmin Bank and W26,000 million to Korean Federation of Community Credit Cooperatives, respectively, and its short-term financial instruments as collaterals of W11,200 million to Korean Federation of Community Credit Cooperatives, respectively, W15,000 million to Hana Bank, W10,000 million to Nonghyup Agricultural Cooperative Federation, W35,000 million to Korea Exchange Bank, W20,000 million to Kookmin Bank, and W10,000 million to Woori Bank, respectively, as of December 31, 2008.

SK Broadband Co., Ltd. has provided guarantees for loans of Broadband CS Co., Ltd., Broadband Seoul CS Co., Ltd., Broadband Metropolitan CS Co., Ltd., Broadband Gwangju CS Co., Ltd., and Broadband Busan CS Co, Ltd. For the guarantee, the Company has provided its properties as collaterals of W32,500 million to Kookmin Bank as of December 31, 2008.

SK Broadband Co., Ltd.’s board of directors resolved to provide its time deposit up to W20,000 million as collateral in order to encourage members of Employee Stock Purchase Association (ESPA) to contribute money to the ESPA, which will be used to purchase the Company’s shares in the market. In accordance with such resolution, the Company has pledged its time deposit of W8,565 million as of December 31, 2008

In addition, SK Broadband Co., Ltd. has provided its buildings as mortgage of W26,300 million for leasing of office.

c. Broadband CS Co., Ltd., a subsidiary of the Company, has provided guarantees for loans of Broadband Seoul CS Co., Ltd., Broadband Metropolitan CS Co., Ltd., Broadband Gwangju CS Co., Ltd., and Broadband Busan CS Co., Ltd. For the guarantee, Broadband CS Co., Ltd. has provided its properties as collaterals of W6,500 million to Kookmin Bank as of December 31, 2008

d. CU Media Inc., a subsidiary of the Company, has provided its land and building with carrying amount of W8,030 million and short-term financial instrument W1,053 million as collateral to Woori Bank for its short and long-term borrowings as of December 31, 2008. In addition, CU Media Inc., has provided to a blank note as collateral Hyosung Capital Co., Ltd. for its capital lease.

e. TU Media Corp., a subsidiary of the Company, has provided its broadcasting devices with carrying amount of W43,267 million as collateral to Korea Development Bank for its bond payables as of December 31, 2008. In addition, TU Media Corp., has provided its short-term financial instrument of W30 million as collateral to Hana Bank for the guarantee of wire transfer.

f. Commerce Planet Co., Ltd., a subsidiary of the Company, has provided its short-term financial instrument of W20 million as collateral to LG Household and Healthcare, Ltd. for payment guarantee as of December 31, 2008.

g. PAXNet Co., Ltd., a subsidiary of the Company, has provided its short-term financial instrument of W1,400 million as collateral to Korea Investment Mutual Savings Bank in connection with its security-backed loan business as of December 31, 2008.

h. Broadband D&M Co., Ltd. has provided its buildings as mortgage of W1,791 million for leasing of office as of December 31, 2008. In addition, note receivables indorsed by Broadband D&M Co., Ltd., which has not matured as of December 31, 2008, totaled W1,087 million.

i. As of December 31, 2008, customers of SK Broadband Co., Ltd. filed a lawsuit of W23,031 million against SK Broadband Co., Ltd. for violating customers’ privacy. The ultimate outcome of the lawsuit cannot presently be determined.

F-66

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


23.	~~COMMITMENTS AND CONTINGENCIES~~INSURANCE

~~a. The Company has credit lines with several local banks that provide for borrowings of up to~~ W~~1,458,122 million.~~ At December 31, 2008, certain of the ~~borrowings under these credit lines were~~ W~~26,015 million~~Company’s assets are insured with local insurance companies as follows (In millions of Korean won and ~~the net availability under these credit lines was~~ W~~1,432,107 million.~~thousands of U.S. dollars):

Asset

Risk
Book Value Coverage

Inventories and US$ 56,115
property and equipment Fire and comprehensive liability W 5,647,251 W 9,502,686

~~b. YTN Media, Inc., a subsidiary of~~
24. TRANSACTIONS WITH AFFILIATED COMPANIES
Significant related party transactions for the ~~Company, has provided Citibank Korea Inc. and others with its lands and buildings of which the carrying amount at~~years ended December 31, 2006, 2007 ~~totals~~ W~~8,945 million as collateral for its short~~ and ~~long-term borrowings. In addition, YTN Media, Inc. has provided HYOSUNG CAPITAL Co., Ltd. with a blank note as collateral for its capital lease,~~2008, and ~~Seoul Guarantee Insurance Company with a note amounting to~~ W~~100 million as collateral for its government-sponsored project.~~
~~c. TU Media Corp., a subsidiary of the Company, has provided Korea Development Bank with its broadcasting devices of which the carrying amount at December 31, 2007 totals~~ W~~41,750 million as collateral for its bonds payable. In addition, TU Media Corp. has provided Hana Bank with short-term financial instrument amounting to~~ W~~60 million as collateral for the guarantee of automatic wiretransfer.~~
~~d. Commerce Planet Co., Ltd., a subsidiary of the Company, has provided Woori Bank with its short-term financial instrument amounting to~~ W~~169 million at December 31, 2007 as collateral for payment guarantee.~~
~~e. AirCross Co., Ltd., a subsidiary of the Company, has provided the Company with a blank note as collateral for transaction guarantee.~~
~~f. 101 notes received before May 13, 1999 have been misplaced~~account balances as of December 31, 2006, 2007 ~~by IHQ, Inc.~~and 2008 are as follows (In millions of Korean won):

Description
2006 2007 2008

Transactions

SK Corporation:
Purchases of property and equipment W 2,158 W — W —
Commissions paid and other expense 40,694 — 177
Commission income and other income 13,877 829 313
SK Energy Co., Ltd.:
Purchases of property and equipment — — 3,001
Commissions paid and other expense — 30,281 17,895
Commission income and other income — 17,250 8,898
SK Engineering & Construction Co., Ltd.:
Purchases of property and equipment 235,872 307,702 256,548
Commissions paid and other expense 7,086 16,147 17,025
Commission income and other income 2,385 2,908 2,705
SK Networks Co., Ltd.:
Purchases of property and equipment 9,249 39,415 28,972
Commissions paid, leased line and other expense 490,437 710,228 753,036
Sales of handsets and other income 11,897 15,754 32,052
SK Telesys Co., Ltd.:
Purchases of property and equipment 231,233 264,150 270,133
Commissions paid and other expenses 6,567 13,027 9,078
Commission income and other income 2,170 2,687 1,967
SKC:
Commissions paid and other expenses 21 21 26
Commission income and other income 1,155 1,135 1,005
Innoace Co., Ltd.:
Purchases of property and equipment 23,986 23,694 27,153
Commissions paid and other expenses 7,447 9,839 9,389
Commission income and other income 218 242 269

F-67

SK TELECOM CO., ~~a subsidiary of the Company, and it is in the process of obtaining a court judgment to void the misplaced notes.~~LTD. AND SUBSIDIARIES

~~g. PAXNet Co.~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Description
2006 2007 2008

SK C&C Co., Ltd.:
Purchases of property and equipment 215,820 205,677 232,238
Commissions paid and other expenses 287,647 251,401 273,279
Commission income and other income 8,795 9,470 12,681
SK Networks Service:
Commissions paid and other expenses — — 20,599
WALKERHILL Inc.:
Commissions paid and other expenses — — 17,881
Commission income and other income — — 983
OK Cashbag Service Co., Ltd.:
Purchases of property and equipment — — 1,906
Commissions paid and other expenses — — 9,978
Commission income and other income — — 417
SK Mobile Energy., Ltd.:
Purchases of property and equipment — — 4,167
Commission income and other income — — 23
Infosec Co., Ltd.:
Purchases of property and equipment — — 1,270
Commissions paid and other expenses — — 3,076
Commission income and other income — — 11
TU Media Corp. (note a):
Purchases of property and equipment 573 — —
Commissions paid and other expenses 1,798 — —
Commission income and other income 57,866 — —
AirCross Co., Ltd.:
Commissions paid and other expenses 19,494 — 9,158
Commission income and other income 616 — 375
Pantech Co., Ltd.:
Commissions paid and other expenses 400 — —
Commission income and other income 16,605 — —
Helio, Inc. & Helio, LLC:
Commissions paid and other expenses 1,087 — —
Commission income and other income 18,243 — —
SK Marketing & Company Co., Ltd.:
Commissions paid and other expenses — — 49,826
Commission income and other income — — 6,769
JYP Entertainment Corp.:
Commissions paid and other expenses 1,010 1,248 3,655
Commission income and other income 108 — 84
F-68

SK TELECOM CO., ~~Ltd., a subsidiary of the Company, has provided Finger Co., Ltd., which is a related company, with guarantees of~~ W~~332 million as of December 31, 2007 for borrowings.~~LTD. AND SUBSIDIARIES

~~h. IHQ, Inc.~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Description
2006 2007 2008

SK China Company Ltd.:
Commissions paid and other expenses — — 5,826
SK Telecom China Holdings Co., Ltd.:
Commissions paid and other expenses — 7,655 —
SK USA, Inc.:
Commissions paid and other expenses 2,303 2,617 3,032
CDMA Mobile Phone Center:
Commission income and other income 7,643 16,564 20,627
WS Entertainment:
Commissions paid and other expenses 295 1,081 —
Commission income and other income 6 — —
Others:
Commissions paid and other expenses — 4,444 896
Commission income and other income 1,006 — 468
Balances

SK Engineering & Construction Co., Ltd.:
Accounts receivable — trade and other W 258 W 310 W 203
Accounts payable 1,635 8,870 1,164
Guarantee deposits received 942 1,135 1,076
SK Networks Co., Ltd.:
Accounts receivable — trade and other 780 2,182 1,069
Guarantee deposits 113 113 330
Accounts payable 71,160 71,311 71,795
Guarantee deposits received 3,123 3,432 3,963
SK Corporation:
Accounts receivable — trade and other 5,058 775 46
Guarantee deposits 291 — —
Accounts payable 7,999 — —
Guarantee deposits received 6,465 — —
SK Energy Co., Ltd.:
Accounts receivable — trade and other — 2,959 109
Guarantee deposits — 134 —
Accounts payable — 4,404 3,548
Guarantee deposits received — 248 —
SK Telesys Co., Ltd.:
Accounts receivable — trade and other 34 31 486
Accounts payable 51,663 30,205 20,533
SKC:
Accounts receivable — trade and other 121 71 81
F-69

SK TELECOM CO., ~~a subsidiary of the Company, has provided guarantees of~~ W~~577 million for Ntreev Soft Co., Ltd.’s borrowings jointly with KIBO Technology Fund. In addition, IHQ, Inc. has provided guarantees of~~ W~~892 for the borrowings of the actors who belong to IHQ, Inc.~~LTD. AND SUBSIDIARIES

~~i. IHQ, Inc., a subsidiary of the Company, has a lawsuit with total claims amounting to~~ W1 billion from Movie maker Yoon & Joon Corp. The accuser lost the first round trial, however, the accuser appealed against the judgment. The outcome of the pending lawsuit cannot presently be determined.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Description
2006 2007 2008

Innoace Co., Ltd.:
Accounts receivable — trade and other — 26 10
Accounts payable 13,574 7,223 4,315
Guarantee deposits received 2,291 2,291 2,444
SK C&C Co., Ltd.:
Accounts receivable — trade and other — 411 2,477
Guarantee deposits — — 140
Accounts payable 88,056 135,297 93,680
Guarantee deposits received 346 346 24
WALKERHILL Inc.:
Accounts receivable — trade and other — — 529
Guarantee deposits — — 900
Accounts payable — — 4,011
TU Media Corp. (note a):
Accounts payable 886 — —
Guarantee deposits received 3,016 — —
AirCross Co., Ltd.:
Accounts receivable — trade and other — — 57
Accounts payable 3,513 — 397
Guarantee deposits received 226 — 276
Pantech Co., Ltd.:
Accounts payable 440 — —
ifilm Co., Ltd.:
Accounts receivable — trade and other — 5,724 —
SK China Company Ltd.:
Accounts payable — — 1,428
CDMA Mobile Phone Center:
Accounts receivable — trade and other 27,063 38,756 80,734
Accounts payable 67 65 87
SK Marketing & Company Co., Ltd.:
Accounts receivable — trade and other — — 1,704
Accounts payable — — 22,866
Guarantee deposits received — — 248
Others:
Accounts receivable — trade and other — 1,255 830
Accounts payable 588 413 774
Guarantee deposits received — — 133

j. In accordance with the resolution of the Company’s board on directors on January 26, 2005, the Company and EarthLink, Inc., an Internet service provider in the United States of America, agreed to establish ‘Helio, Inc. & Helio, LLC’, joint venture companies, 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, has invested US$220 million through the third quarter of 2007. The Company invested US$30 million on July 25, 2007 in accordance with the resolution of the Company’s board of directors on June 29, 2007 and an additional investment of up to US$100 million was also approved. The Company invested US$30 million on September 21, 2007, US$40 million on November 6, 2007, US$30 million on December 13, 2007, US$20 million on February 5, 2008, US$15 million on March 4, 2008 and US$30 million on March 31, 2008 in accordance with the resolution of the Company’s board of directors to additionally invest up to a maximum limit of US$200 million. Helio, LLC launched cellular voice and data services extensively across the United States of America in May 2006, by renting networks from network operators known as mobile virtual network operator (MVNO) system.

k. Under the Service Agreement dated on November 17, 2005 between SK Telecom International Inc.(“SKTI”), a subsidiary of the Company, and Helio, LLC (“Helio”), of which the Company had 50% ownership interest at that time, SKTI has been retained to provide a minimum number of qualified employees (each, an “Employee” and collectively, the “Employees”). For the first four years of this Agreement, if any Employee’s
(note a) These companies were included in the consolidation from the year ended December 31, 2007 or 2008, accordingly transactions and balances with the Company are eliminated.

~~F-57~~F-70

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

employment with Helio ceases or is terminated for any reason, then, upon Helio’s written request, SKTI is obligated to replace the employee of like-level and experience at no cost to, and at the full discretion of, Helio. In consideration of such services, Helio granted time-based warrants to purchase up to 407,250 shares, 65,000 shares and 1,995,000 shares of Helio’s stock at a vesting rate of 25% per year over next four years from effective date (December 11, 2007, October 12, 2006 and November 17, 2005), at a purchase price of $1.82, $1.82 and $1.71 per share on December 11, 2007, October 12, 2006 and November 17, 2005, respectively; and the performance-based warrant to purchase up to 1,800,000 shares at a purchase price of $1.71 per share, which are earned upon Helio reaching certain scheduled performance milestones, to SKTI.

l. SKT Vietnam PTE Ltd. (formerly SLD Telecom PTE Ltd.), a subsidiary of the Company, entered into a business cooperation contract with Saigon Post & Telecommunication Services Corporation to establish cellular mobile communication services and provide CDMA service throughout Vietnam. In accordance with this contract, in the event that the cash inflow for the business is insufficient to cover the cash outflow necessary to cover the joint expenditure of the business (“cash shortfall”), SKT Vietnam PTE Ltd. and Saigon Post & Telecommunication Services Corporation will contribute the necessary funds to the business and bear additional cash shortfalls according to their gross profit sharing ratios at the time. With respect to the Company’s involvement in the business, the maximum exposure to loss was approximately W~~167,588 million as of December 31, 2007.~~


~~24.~~	~~INSURANCE~~

~~At December 31, 2007, 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):~~

~~Asset~~

~~Risk~~

~~Book Value~~

~~Coverage~~

~~Inventories and~~

~~US$ 59,115~~

~~property and equipment~~

~~Fire and comprehensive liability~~

W~~3,859,361~~

W ~~8,234,085~~


25.	~~TRANSACTIONS WITH AFFILIATED COMPANIES~~

~~Significant related party transactions for the years ended December 31, 2005, 2006 and 2007, and account balances as of December 31, 2005, 2006 and 2007 are as follows (In millions of Korean won):~~

Description
2005 2006 2007

Transactions

SK Corporation :
Purchases of property and equipment 1,302 2,158 —
Commissions paid and other expense 48,266 40,694 —
Commission income and other income 9,243 13,877 829
SK Energy Co., Ltd.:
Commissions paid and other expense — — 30,281
Commission income and other income — — 17,250
SK Engineering & Construction Co., Ltd. :
Purchases of property and equipment 257,823 235,872 307,702
Commissions paid and other expense 6,593 7,086 16,147
Commission income and other income 2,580 2,385 2,908
SK Networks Co., Ltd. :
Purchases of property and equipment 10,020 9,249 39,415
Commissions paid, leased line and other expense 432,967 490,437 710,228
Sales of handsets and other income 279,197 11,897 15,754

~~F-58~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Description
2005 2006 2007

SK Telesys Co., Ltd. :
Purchases of property and equipment 294,829 231,233 264,150
Commissions paid and other expenses 7,410 6,567 13,027
Commission income and other income 575 2,170 2,687
SKC :
Purchases of property and equipment 219,767 — —
Commissions paid and other expenses 13,316 21 21
Commission income and other income 32 1,155 1,135
Innoace Co., Ltd. :
Purchases of property and equipment 13,652 23,986 23,694
Commissions paid and other expenses 2,109 7,447 9,839
Commission income and other income 218 218 242
SK C&C Co., Ltd. :
Purchases of property and equipment 249,633 215,820 205,677
Commissions paid and other expenses 322,856 287,647 251,401
Commission income and other income 7,853 8,795 9,470
TU Media Corp. (note a) :
Purchases of property and equipment — 573 —
Commissions paid and other expenses 1,950 1,798 —
Commission income and other income 22,381 57,866 —
AirCross Co., Ltd. (note a) :
Purchases of property and equipment — — —
Commissions paid and other expenses 13,062 19,494 —
Commission income and other income 165 616 —
Pantech Co., Ltd. :
Purchases of property and equipment — — —
Commissions paid and other expenses 737 400 —
Commission income and other income — 16,605 —
Helio, Inc. & Helio, LLC (note a) :
Commissions paid and other expenses 876 1,087 —
Commission income and other income 11,914 18,243 —
Balances

SK Engineering & Construction Co., Ltd. :
Accounts receivable — trade and other 97 258 310
Accounts payable 21,326 1,635 8,870
Guarantee deposits received 942 942 1,135
SK Networks Co., Ltd. :
Accounts receivable — trade and other 1,787 780 2,182
Guarantee deposits 113 113 113
Accounts payable 22,237 71,160 71,311
Guarantee deposits received 2,700 3,123 3,432
SK Corporation :
Accounts receivable — trade and other 1,643 5,058 775
Guarantee deposits 37,703 291 —
Accounts payable 6,914 7,999 —
Guarantee deposits received 6,174 6,465 —
~~F-59~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Description
2005 2006 2007

SK Energy Co., Ltd.
Accounts receivable — trade and other — — 2,959
Guarantee deposits — — 134
Accounts payable — — 4,404
Guarantee deposits received — — 248
SK Telesys Co., Ltd. :
Accounts receivable — trade and other 3 34 31
Accounts payable 65,819 51,663 30,205
SKC :
Accounts receivable — trade and other — 121 71
Guarantee deposits — — —
Accounts payable — — —
Innoace Co., Ltd. :
Accounts receivable — trade and other — — 26
Accounts payable 6,100 13,574 7,223
Guarantee deposits received 2,138 2,291 2,291
SK C&C Co., Ltd. :
Accounts receivable — trade and other 91 — 411
Accounts payable 174,884 88,056 135,297
Guarantee deposits received 346 346 346
TU Media Corp. (note a) :
Accounts payable 5,299 886 —
Guarantee deposits received 3,016 3,016 —
AirCross Co., Ltd. (note a) :
Accounts receivable — trade and other 3,497 — —
Accounts payable 3,866 3,513 —
Guarantee deposits received 226 226 —
Pantech Co., Ltd. :
Accounts payable — 440 —
~~(note a)~~ ~~These companies were included in the consolidation from the year ended December 31, 2007, accordingly transactions and balances with the Company are eliminated.~~
~~26.~~ COMPENSATION FOR THE KEY MANAGEMENT

The Company considers registered directors who have substantial roles and responsibility for planning, operating, and controlling of the business as key management, and the considerations given to the key management for the ~~year~~years ended December 31, 2006, 2007 and 2008 are as follows (In millions of Korean won):

For the Year Ended December 31, 2007
Severance

Payee
Payroll Indemnities Total

12 registered directors (including outside directors) W 4,786 W 722 W 5,508

2006 2007 2008

Payee (including outside directors) 12 registered directors 8 registered directors 7 registered directors
Payroll W 4,472 W 4,786 W 4,405
Severance indemnities 935 722 556

Total W 5,407 W 5,508 W 4,961

In addition, on March 8, 2002, the Company granted stock options to its eight key members of the management, representing 15,110 shares at an exercise price of W267,000 per share. The stock options fully vested after three years from the date of grant and are exercisable for two years upon vesting. During the first quarter of 2007, the exercisable period elapsed and these stock options representing 15,110 shares have expired.
~~F-60~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


~~27.~~26.	PROVISION ~~FOR POINT PROGRAM~~


a.	*Provision for point program*

The Company, for its marketing purposes, grants Rainbow Points and Point Box Points (the “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,~~ 2006, 2007 and ~~2007~~2008 totaledW~~52,172 million,~~ W52,593 million, ~~and~~ W27,668 million ~~respectively,~~ andW24,889 million was recorded as accrued expenses or other non-current liabilities in accordance with the expected points’ usage duration since balance sheet date.

Details of change in the provisions for such points for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):

2005 2006 2007

Beginning balance W 61,596 W 52,172 W 52,593
Present value discount (note a) (7,415 ) — —
Increase (provision) 7,265 10,757 15,137
Decrease (used and reversal) (9,274 ) (10,336 ) (40,062 )

Ending Balance W 52,172 W 52,593 W 27,668

~~(note a)~~ ~~Effective January 1, 2005, pursuant to adoption of SKAS No. 17, provision for point program was recorded at present value, which had been recorded at nominal value through 2004.~~

2006 2007 2008

Beginning balance W 52,172 W 52,593 W 27,668
Increase (provision) 10,757 15,137 12,430
Decrease (used and reversal) (10,336 ) (40,062 ) (15,209 )

Ending Balance W 52,593 W 27,668 W 24,889

Points expire after 5 years; thus, all unused points are expired on their fifth anniversary. The expected year when unused ~~Points~~points as of December 31, ~~2007~~2008 are expected to be used and the respective estimated monetary amount to be paid in a given year are as follows (In millions of Korean won):

Expected Year
Estimated Amount to be Paid

of the Usage (Note a)
in Nominal Value (Note a) Current Value
Estimated Amount

to be Paid

Expected Usage for the Year Ended December 31,
in Nominal Value Present Value
(Note b) (Note b)

2008 W 12,203 W 11,432
2009 8,117 7,125 W 11,185 W 10,502
2010 5,443 4,476 7,307 6,442
2011 3,676 2,831 4,791 3,967
2012 2,500 1,804 3,156 2,453
2013 2,089 1,525

Ending balance W 31,939 W 27,668 W 28,528 W 24,889

~~(note b)~~ ~~The above expected year of the usage and the present value of the estimated amount to be paid are estimated based on historical usage experience.~~
~~28.~~ ~~DERIVATIVE INSTRUMENTS~~
~~a. Currency Swap Contract to which the Cash Flow Hedge Accounting Is Applied~~
The Company has entered into a fixed-to-fixed cross currency swap contract with Citibank, BNP Paribas and Credit Suisse First Boston International to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds with principal amounts totaling US$300,000,000 at annual fixed interest rate of 4.25% issued on April 1, 2004. As of December 31, 2007, in connection with the unsettled foreign currency swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to W~~15,662 million (excluding tax effect totaling~~ W~~6,668 million and foreign exchange translation gain arising from unguaranteed U.S. dollar denominated bonds totaling~~ W~~62,908 million) was accounted for as accumulated other comprehensive loss.~~

~~F-61~~F-71

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


(note a)		The above expected year of the usage and the current value of the estimated amount to be paid are estimated based on the historical usage experience.

b. Provision for handset subsidy

The Company provides provision for handset subsidies to be provided to the subscribers who purchase handsets on installment basis. Refer to Note 2.(ab). Such provision was recorded as accrued expenses or other non-current liabilities in accordance with the expected points when the subsidies are paid. Details of change in the provision for handset subsidies for the year ended December 31, 2008 are as follows (In millions of Korean won):


	2008

Beginning balance	W	—
Increase (Provision)		433,276
Decrease (subsidy payment)		(93,580	)

Ending balance	W	339,696

The estimated monetary amount to be paid in a given year is as follows (In millions of Korean won):

Expected Payment
Estimated Amount to be Paid

for the Year Ended December 31,
in Nominal Value Current Value

2009 W 294,937 W 286,441
2010 57,272 53,255

Ending balance W 352,209 W 339,696

27. DERIVATIVE INSTRUMENTS
a. Currency swap contract to which the cash flow hedge accounting is applied
The Company has entered into afixed-to-fixed cross currency swap contract with Citibank, BNP Paribas and Credit Suisse First Boston International to hedge the foreign currency risk of unguaranteed U.S. 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, 2008, 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 W9,627 million (excluding tax effect totaling W3,256 million and foreign exchange translation loss arising from unguaranteed U.S. dollar denominated bonds totaling W32,460 million) was accounted for as accumulated other comprehensive loss.
In addition, the Company has entered into afixed-to-fixed cross currency swap contract with DBS Bank and six other banks to hedge the foreign currency risk of U.S. dollar denominated bonds with face amounts totaling US$500,000,000 at annual fixed interest rate of 7.0% issued on February 1, 2005. As of December 31, 2008, in connection with unsettled foreign currency swap contract to which the cash flow hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to W17,077 million (excluding foreign exchange translation loss arising from U.S. dollar denominated bonds totaling W159,650 million) was accounted for as accumulated other comprehensive gain.
In addition, the Company has entered into afloating-to-fixed cross currency swap contract with Calyon bank to hedge the foreign currency risk and the interest rate risk of U.S. dollar denominated long-term borrowings with ~~principal~~face amounts totaling US$100,000,000 borrowed on October 10, 2006. As of December 31, ~~2007,~~2008, in connection with ~~the~~ unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to W~~1,567~~3,515 million ~~(excluding~~(net of tax effect totaling W549 million and foreign exchange translation ~~gain~~loss arising from U.S. dollar denominated long-term borrowings totaling W~~980~~30,950 million) was accounted for as accumulated other comprehensive loss.

F-72

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

In addition, the Company has entered into afloating-to-fixed cross currency swap contract with HSBC and SMBC Bank to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen denominated bonds with ~~principal~~face amounts totaling JPY12,500,000,000 issued on November 13, 2007. As of December 31, ~~2007,~~2008, in connection with ~~the~~ unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to W~~5,413~~1,044 million ~~(excluding~~(net of tax effect totaling W1,232 million and foreign exchange translation loss arising from unguaranteed Japanese yen denominated bonds totaling W~~328~~70,168 million) was accounted for as accumulated other comprehensive income.

In addition, the Company has entered into afloating-to-fixed cross currency swap contract with DBS and Calyon bank to hedge the foreign currency risk and the interest rate risk of U.S. dollar denominated bonds with face amounts totaling US$150,000,000 borrowed on November 20, 2008. As of December 31, 2008, in connection with unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to W3,565 million (net of tax effect totaling W1,006 million and foreign exchange translation gain arising from U.S. dollar denominated bonds totaling W28,518 million) was accounted for as accumulated other comprehensive income.

b. Interest ~~Rate Swap Contract~~rate swap contract to which the ~~Cash Flow Hedge Accounting Is Applied~~cash flow hedge accounting is applied

The Company has entered into afloating-to-fixed interest rate swap contract with Shinhan Bank to hedge the interest rate risk of floating rate discounted bill with face amounts totaling W200,000 million borrowed on June 29, 2006. As of December 31, ~~2007,~~2008, in connection with ~~the~~ unsettled interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated ~~gain~~loss on valuation of derivatives amounting to W~~2,298~~3,686 million ~~(excluding~~(net of tax effect totaling W~~872~~1,040 million) was accounted for as accumulated other comprehensive income.

In addition, the Company has entered into afloating-to-fixed interest rate swap contract with Nonghyup Bank and two other banks to hedge the interest rate risk of long-term floating rate borrowings with face amounts totaling W500,000 million borrowed on July 28, 2008 between August 13, 2008. As of December 31, 2008, in connection with unsettled interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to W22,443 million (net of tax effect totaling W6,330 million) was accounted for as accumulated other comprehensive income.

c. Currency ~~Swap Contract~~swap contract to which the ~~Fair Value Hedge Accounting Is Applied~~fair value hedge accounting is applied

The Company has entered into afixed-to-fixed cross currency swap contract with Hana Bank and other ~~eight~~nine banks to hedge the foreign currency risk of U.S. dollar denominated equity securities of China Unicom. In connection with unsettled foreign currency swap contract to which the fair value hedge accounting is applied, loss on valuation of currency swap of W12,646 million and W190,359 million for the ~~year~~years ended December 31, 2007 and 2008 was charged to current operations.

d. Currency ~~Swap Contract~~swap contract to which the ~~Hedge Accounting Is Not Applied~~hedge accounting is not applied

The Company has entered into afixed-to-fixed cross currency swap contract with Credit Suisse First Boston International to hedge foreign currency risk of unguaranteed U.S. dollar denominated convertible bonds with ~~principal~~face amounts of US$329,450,000 issued on May 27, 2004. In connection with unsettledfixed-to-fixed cross currency swap contract to which the hedge accounting is not applied, ~~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 W9,258 ~~million~~ and W623 million, respectively, for the years ended December 31, 2006 and 2007, ~~was~~and gain on valuation of currency swap of W31,361 million for the year ended December 31, 2008, were charged to current operations.

~~Also,~~In addition, the Company has entered into afixed-to-to fixed cross currency swap contract with Hana Bank, Korea Exchange Bank, Woori Bank, Citibank and Barclays Bank to hedge foreign currency risk of unguaranteed U.S. dollar denominated convertible bonds issued by China Unicom which was acquired on July 5, 2006. In connection with unsettledfixed-to-fixed cross currency swap contract to which the cash flow hedge accounting is

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SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

not applied, gain on valuation of currency swap of W16,660 million for the year ended December 31, 2006 were charged to current operations.

In addition, the Company has entered intofixed-to-fixed cross currency swap contract with Morgan Stanley Bank and two other banks to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds with face amounts totaling US$400,000,000 issued on July 20, 2007. In connection with unsettled foreign currency swap contract to which the hedge accounting is not applied, gain on valuation of currency swap of W7,316 million and W233,056 million for the ~~year~~years ended December 31, 2007 ~~was~~and 2008, respectively, were charged to current operations.

As of December 31, 2008, fair values of above derivatives recorded in assets or liabilities and details of derivative instruments are as follows (In thousands of U.S. dollars, H.K. dollars, Japanese yen and millions of Korean won):

Fair Value
Designated
Designated

Duration
as Cash
as Fair
Not

Type
Hedged Item Amount of Contract Flow Hedge Value Hedge Designated Total

Current assets:

Fix-to-fixed cross
currency swap
U.S. dollar
denominated
convertible bond US$ 100,000 May 27, 2004
~ May 27, 2009 W — W — W 8,236 W 8,236
Non-current assets:

Fix-to-fixed cross
currency swap
U.S. dollar
denominated bonds US$ 300,000 Mar. 23, 2004
~ Apr. 1, 2011 19,576 — — 19,576
Fix-to-fixed cross
currency swap
U.S. dollar
denominated bonds US$ 400,000 Jul. 20, 2007
~Jul. 20, 2017 — — 240,372 240,372
Floating-to-fixed
cross currency
interest rate
swap
Japanese yen
denominated bonds JPY 12,500,000 Nov. 13, 2007
~ Nov. 13, 2012 69,981 �� — — 69,981
Floating-to-fixed
cross currency
interest rate swap
U.S. dollar
denominated long-term
borrowings US$ 100,000 Oct. 10, 2006
~ Oct. 10, 2013 26,886 — — 26,886
Fix-to-fixed cross
currency swap
U.S. dollar
denominated bonds US$ 500,000 Feb. 1, 2005
~Feb. 1, 2012 137,896 — — 137,896

Total assets
W 254,339 W — W 248,608 W 502,947

Current liabilities:

Fix-to-fixed cross
currency swap
U.S. dollar
denominated
China Unicom
Equity
Securities HK$ 10,940,900
Sep. 11, 2008
~ Sep. 16, 2009 W — W 190,359 W — W 190,359
Non-current liabilities:

Fix-to-fixed cross
currency swap
U.S. dollar
denominated bonds US$ 150,000 Nov 20, 2008
~ Nov 20, 2010 23,947 — — 23,947
Floating-to-fixed
cross currency
interest rate
swap
Long-term borrowings W 500,000 July 28, 2008
~ August 13, 2009 28,774 — — 28,774
Floating-to-fixed Long-term floating rate Jun. 29, 2006
Interest rate swap discounted bill W 200,000 ~ Jun. 29, 2010 4,725 — — 4,725

Total liabilities
W 57,446 W 190,359 W — W 247,805

~~F-62~~F-74

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As of December 31, 2007, fair values of above derivatives recorded in assets or liabilities and details of derivative instruments as of December 31, 2007 are as follows (In thousands of U.S. dollars, H.K. dollars, Japanese yen and millions of Korean won):

Fair Value
Designated
Designated

Hedged
Duration of
as Cash
as Fair
Not

Type

Hedged Item
Amount Contract Flow Hedge Value Hedge Designated Total

Non-current assets:

Fixed-to-fixed cross currency swap U.S. dollar denominated bonds US$ 400,000 ~ Jul. 20, 2007
Jul. 20, 2017 W — W — W 7,316 W 7,316
Floating-to-fixed cross currency interest rate swap Japanese yen denominated bonds JPY 12,500,000 ~ Nov. 13, 2007
Nov. 13, 2012 5,741 — — 5,741
Floating-to-fixed interest rate swap Long-term floating rate discounted bill W 200,000 ~ Jun. 29, 2006
Jun. 29, 2010 3,170 — — 3,170

Total assets
W 8,911 W — W 7,316 W 16,227

Current liabilities:

Fixed-to-fixed cross currency swap U.S. dollar denominated China Unicom equity securities HK$ 10,940,900 ~ Sep. 11, 2007
Sep. 16, 2008 W — W 12,646 W — W 12,646

Non-current liabilities:

Fixed-to-fixed cross currency swap U.S. dollar denominated bonds US$ 300,000 ~ Mar. 23, 2004
Apr. 1, 2011 85,239 — — 85,239
Fixed-to-fixed cross currency swap U.S. dollar denominated convertible bond US$ 100,000 ~ May 27, 2004
May 27, 2009 — — 23,125 23,125
Floating-to-fixed cross currency interest rate swap U.S. dollar denominated long-term borrowings US$ 100,000 ~ Oct. 10, 2006
Oct. 10, 2013 2,547 — — 2,547

87,786 — 23,125 110,911

Total liabilities
W 87,786 W 12,646 W 23,125 W 123,557

~~29.~~28.   MERGERS AND ACQUISITIONS

a.   ~~Acquisition of Loen Entertainment, Inc.(formerly Seoul Record, Inc.)~~
In order to produce and distribute music product and secure larger content pool, the Company acquired 60% equity interest in Loen Entertainment, Inc. (formerly Seoul Record, Inc.) on August 11, 2005 in accordancea. Merger with ~~the resolution of the Company’s board of directors of May 27, 2005.~~
~~The acquisition of 60% equity interest in Loen Entertainment,~~Empas, Inc.~~(formerly Seoul Record, Inc.) is summarized as follows :~~
~~In Millions of~~
~~Description~~
~~Korean Won~~
~~Fair value of net assets acquired~~ W ~~23,796~~
~~Goodwill~~ ~~4,078~~
~~Acquisition cost~~ W ~~27,874~~
b.   ~~Merger with Etoos Group, Inc.~~
On March 2, 2006, SK Communications Co., Ltd., a subsidiary of the Company, merged with Etoos Group in accordance with the resolution of its board of directors of March 1, 2006 in order to diversify its business. The

~~F-63~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

exchange ratio of common stock between SK Communications Co., Ltd. and Etoos Group was 0.1530579 to 1. Based on such exchange ratio, SK Communications Co., Ltd. issued 464,738 shares of common stock to stockholders of Etoos Group upon the merger.

~~The merger with Etoos Group, Inc was accounted for using the purchase method. The fair value of assets acquired and liabilities assumed are summarized as follows:~~


	~~In Millions of~~
~~Description~~	~~Korean Won~~

~~Fair value of acquired assets~~	W	~~10,196~~
~~Fair value of assumed liabilities~~		~~(9,851~~	)

~~Fair value of net assets~~	W	~~345~~

~~Consideration for merger~~
~~Fair value of delivered stock~~	W	~~11,586~~
~~Incidental cost~~		1

~~Total~~		~~11,587~~

~~Goodwill~~	W	~~11,242~~


c.	*~~Merger with SM The Data Co., Ltd.~~*

~~Global Credit & Information Co., Ltd., a subsidiary of the Company, acquired 100% equity interest in SM The Data Co., Ltd. for~~ W~~338 million on July 4, 2006 and merged with SM The Data Co., Ltd. on September 12, 2006. Related to this acquisition, no goodwill was recorded.~~


d.	*~~Acquisition of Egloos Business from OnNet Co., Ltd and Etoos M Business from Netus~~*

~~On May 1, 2006, SK Communications Co., Ltd., a subsidiary of the Company, acquired Egloos business from OnNet Co., Ltd. with consideration of~~ W~~1,471 million to expand its business in the blog service market. On May 12, 2006, SK Communications Co., Ltd. acquired Etoos M business from Netus at~~ W~~200 million to expand its business in the on-line education service market.~~

~~These acquisitions are summarized as follows:~~


	~~In Millions of~~
~~Accounts~~	~~Korean Won~~

~~Fair value of net assets acquired~~	W	29
~~Goodwill~~		~~1,642~~

~~Acquisition cost~~	W	~~1,671~~


e.	*~~Merger with Empas, Inc.~~*

In order to maximize management synergy effect, enhance management effectiveness and corporate value, SK Communications Co., Ltd., a subsidiary of the Company, merged with Empas, Inc. on November 1, 2007 with the resolution of its board of directors of June 25, 2007.

Empas, Inc. issued new stocks to stockholders of SK Communications Co., Ltd. The exchange ratio of common stocks between SK Communications Co., Ltd. and Empas, Inc. was 1 to 3.5732182. While the legal acquirer was Empas, Inc. and the legal acquiree was SK Communications Co., Ltd., the merger was accounted for purchase method where SK Communications Co., Ltd., the legal acquiree, purchased Empas Corporation, the legal

~~F-64~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

acquirer, as the former stockholders of SK Communications Co., Ltd. obtained the majority voting rights of the merging company. Details of the goodwill generated from the merger are as follows:


	~~In Millions of~~
Description	In Millions of Korean Won

Fair value of acquired assets	W	101,613
Fair value of assumed liabilities		(56,872	)
Convertible bond issued by the acquirer		44,850
Deferred tax asset on temporary differences		3,991

Fair value of net assets	W	93,582

Consideration for merger
Fair value of stock issued	W	57,703
Carrying amount of equity method securities purchased prior to merger		30,101
Convertible bond issued by the acquirer prior to merger		44,850

Total		132,654

Goodwill	W	39,072

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SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


~~30.~~29.	CONSOLIDATED STATEMENTS OF CASH FLOWS

The consolidated statements of cash flows are prepared using indirect method.

Significant non-cash transactions for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (In millions of Korean won):


	2005			2006		2007		2006		2007		2008

Conversion of convertible bonds	W	—		W	29,528	W	45,470	W	29,528	W	5,654	W	—
Retirement of treasury stocks		—			209,077		—		209,077		—		—
Write-offs of accounts receivable		49,181			90,780		90,475		90,780		67,313		37,079
Transfer from advanced payments to construction in progress		—			—		12,714
Acquisition of property and equipment asset through financial lease contract									—		—		76,364
Transfer from inventory to property and equipment tangible assets									—		—		46,749
Acquisition of machinery by accounts payable									—		—		39,640
Increase in assets due to merger		—			10,196		101,613		10,196		101,613		—
Increase in liabilities due to merger		—			9,851		56,872		9,851		56,872		—
Increase(Decrease) in assets due to the change in consolidated subsidiaries		(597,143	)		93,581		541,809
Increase(Decrease) in liabilities due to the change in consolidated subsidiaries		(554,888	)		33,904		489,288
Increase in assets due to the change in consolidated subsidiaries									93,581		541,809		2,923,398
Increase in liabilities due to the change in consolidated subsidiaries									33,904		489,288		1,543,098

Cash and cash equivalents in the consolidated balance sheets is as follows (In millions of Korean won):


	2005		2006		2007			2006		2007			2008

Cash and cash equivalents	W	378,426	W	485,972	W	885,988		W	485,972	W	885,989		W	1,011,467
Government subsidy		—		—		(141	)		—		(142	)		(127	)

	W	378,426	W	485,972	W	885,847		W	485,972	W	885,847		W	1,011,340


~~31.~~30.	NETWORK INTERCONNECTION CHARGES

The Company’s networks interconnect with the public switched telephone networks operated by KT Corporation and ~~hanarotelecom incorporated~~SK Broadband and, through their networks, with the international gateways of KT Corporation, DACOM and Onse, as well as the networks of the other wireless telecommunications service

~~F-65~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

providers in Korea. These connections enable the Company’s subscribers to make and receive calls from telephones outside the Company’s networks. Under Korean law, service providers are required to permit other service providers to interconnect to their networks for purposes of offering other services. If ~~the~~a new service provider desires interconnection ~~and~~with the ~~incumbent~~networks of an existing service provider isbut the parties are unable to reach an agreement within 90 days, the new service provider can appeal to the ~~Korean~~Korea Communications ~~Commission, a government agency under the MIC.~~Commission.

For the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, such interconnection revenues amounted to W~~898.6~~1,033.4 billion, W~~1,045.7~~1,062.2 billion and W~~1,083.0~~1,149.2 billion, respectively, while aggregate interconnection expenses amounted to W~~989.4~~1,014.9 billion, W~~1,014.9~~1,078.7 billion and W~~1,078.7~~1,327.4 billion, respectively.


~~32.~~31.	SUBSEQUENT EVENT


a.	*~~Acquiring Stock of hanarotelecom incorporated~~*

a. Issuance of unguaranteed bonds

On ~~March 28, 2008, SK Telecom acquired 91,406,249 common stocks~~January 22, 2009, the Company issued unguaranteed bonds with face amount of ~~hanarotelecom incorporated for~~ W~~1,087,734 million (at~~ W~~11,900 per share) from AIG-Newbridge Capital Limited~~40 billion and ~~others~~JPY 3 billion, respectively, in accordance with the resolution of ~~its~~ board of directors ~~on November 30, 2007. As a result of this acquisition, SK Telecom’s ownership interest in hanarotelecom incorporated increased to 43.6% from 4.8%.~~


b.	*~~Resolution of Capital Increase of TU Media Corp.~~*

~~The board of directors of SK Telecom resolved to make capital contribution to TU Media Corp. up to~~ W~~55 billion on March 28,~~dated October 23, 2008. The ~~ownership interest in TU Media Corp. increased to 44.2% from 32.7% as a result of the additional capital contribution.~~


c.	*~~Incorporation of SK Marketing & Company (tentative name)~~*

On March 28, 2008, the Company’s board of directors resolved to incorporate a marketing company, SK Marketing & Company (tentative name), with SK Energy Co., Ltd., for the purpose of strengthening the Company’s marketing business. Both the Company and SK Energy Co., Ltd. invested W~~190 billion equally for this incorporation in April 2008.~~


d.	*~~Resolution of disposal on the investment in equity securities of SK C&C~~*

On June 11, 2008, the Company’s board of directors resolved to dispose all of SK C&C’s common stocks held by the Company in the initial public offering of SK C&C’s common stock on the Korea Exchange, expected to be completed in July 2008. The Company can provide no assurance, however, that the initial public offering will be consummated on a timely basis or at all.


e.	*~~Plan of disposal on the investment in equity securities of HELIO~~*

On June 27, 2008, the Company and EarthLink, the Company’s joint venture partner in HELIO, entered into an agreement with Virgin Mobile USA, Inc. and certain of its affiliates, pursuant to which Virgin Mobile USA, Inc. and certain of its affiliates agreed to acquire the Company’s and EarthLink’s aggregate equity interest in HELIO in exchange for limited partnership units in Virgin Mobile USA, L.P. (Virgin Mobile USA, Inc.’s operating company) equivalent to 13 million shares of Virgin Mobile USA, Inc.’s Class A common stock, subject to regulatory approvals. The Company also agreed to invest US$25 million to acquire mandatory convertible preferred stock, convertible into Class A common stock of Virgin Mobile USA, Inc. at US$8.50 per share, subject to the approval of Virgin Mobile USA, Inc’s shareholders. The Company is currently evaluating the amount of loss on its investment in HELIO.bonds

~~F-66~~F-76

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

bear an annual rate of 5.54% and3-month Euro Yen Libor+2.50%, respectively, and will be repaid in full at their maturities, on January 22, 2016 and January 22, 2012, respectively.

In addition, on March 5, 2009, the Company issued unguaranteed bonds with face amount of W230 billion and JPY 5 billion, respectively, in accordance with the resolution of board of directors dated January 22, 2009. The bonds bear an annual rate of 5.94% and3-month Euro Yen Tibor+2.50%, respectively, and will be repaid in full at their maturities, on March 5, 2016 and March 5, 2012, respectively.

b. Retirement of treasury stock.

In accordance with the resolution of board of directors dated October 23, 2008, the Company acquired 448,000 shares treasury stocks for W92,476 million from December 2, 2008 through January 7, 2009 and retired those stocks with the Company’s retained earnings on January 9, 2009.

c. Issuance of unguaranteed convertible bonds denominated in U.S dollar

The Company issued convertible bonds with a maturity of five years in the principal amount of US$332,528,000 with an initial conversion price of W230,010 per share of the Company’s common stock in accordance with the resolution of board of directors dated on March 13, 2009. The convertible bonds bear annual interest rate of 1.75% and the conversion right could be exercised during the period from May 18, 2009 to March 28, 2014.

d. Acquisition of leased-line business from SK Networks Company Ltd.

On May 21, 2009, the Company entered into an agreement with SK Networks Company Ltd. to purchase its leased-line business for W892,850 million. In addition, the Company will also assume W627,815 million of debt as part of the transaction. The expected acquisition date is September 30, 2009. The acquisition price and the date are subject to change, and the acquisition is subject to approval by the shareholders of SK Networks Company Ltd.

e. Participation in the capital stock increase of SK Broadband Co., Ltd.

In May 2009, SK Broadband, our consolidated subsidiary, filed a securities registration statement in Korea in order to raise up to W300 billion by selling its common shares through a rights offering. We announced our plan to participate in the rights offering in proportion to our 43.4% equity interest in SK Broadband. If there are shares that are not subscribed by other shareholders, we may purchase such unsubscribed shares, which will increase our equity interest in SK Broadband. The subscription for and purchase of shares of SK Broadband are expected to occur in July 2009.


32.	SEGMENT INFORMATION

Through 2007, the Company had one reportable operating segment, cellular telephone communication service. In 2008, the Company acquired SK Broadband Co., Ltd., a fixed-line telephone service provider and included it in the consolidation. As a result, the Company has two operating segments, cellular telephone communication services and fixed-line telecommunication service from 2008. Cellular telephone communication services include cellular voice service, wireless data service and wireless Internet services. Fixed-line telecommunication services include telephone services, Internet services, and leased line services. Internet portal services and game manufacturing, etc. are included in other segment.

F-77

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Details of each segment for the years ended 2008 are as follows (in millions of Korean won):

Cellular
Fixed-line

Telephone
Telecomm-

Telecommuni-
unication
Consolidating
Consolidated

cation Service Service Other Sub-total Adjustments Amount

Total sales 11,674,662 2,132,455 847,397 14,654,514 (633,530 ) 14,020,984
Internal sales 127,301 59,753 446,476 633,530 (633,530 ) —
Net sales 11,547,361 2,072,702 400,921 14,020,984 — 14,020,984
Operating income 2,256,613 99,359 (603,504 ) 1,752,468 — 1,752,468
Property and equipment and intangible assets 7,639,806 3,148,683 627,345 11,415,834 — 11,415,834
Depreciation 1,943,422 535,169 280,685 2,759,276 — 2,759,276

33.   RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in Korea (“Korean GAAP”), which differ in certain respects from accounting principles generally accepted in the United States of America (“U.S. GAAP”). The significant differences are described below. Other differences do not have a significant effect on either consolidated net income or shareholders’ equity.

a.
~~Deferred~~ Income Taxes
U.S. GAAP does not allow recognition of deferred tax assets on the difference between the tax bases and financial statement bases of investments in subsidiaries unless it is apparent that the difference will reverse in the foreseeable future which has generally been interpreted to be one year. Under Korean GAAP, through 2004, there was no such specific provision for the recognition of deferred income tax assets on the difference between the tax bases and financial statement bases of investments in subsidiaries. However, effective January 1, 2005, Korean GAAP was revised and applied prospectively to recognize deferred income tax assets only when it is apparent that the difference will reverse in the foreseeable future in a similar manner of U.S. GAAP. The Company recognized deferred tax assets totaling W30,857 million as of December 31, 2004, and according to the revision of Korean GAAP, these deferred tax assets were reversed as income tax expenses. However, under U.S. GAAP, there had been no change in the methodology of recognition of deferred tax assets, accordingly this amount was reversed for U.S. GAAP adjustment during the year ended December 31, 2005.

Effective January 1, 2007, the Company adopted FASB Interpretation No. 48 “ ‘‘Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109,” for the U.S. GAAP purpose, which set outs a consistent framework to used to determine the appropriate level of tax reserve for uncertain tax positions. As a result of the adoption, the retained earnings as of January 1, 2007 decreased by W~~11,853~~13,218 million, ~~and~~ the income tax ~~provision~~expenses for the year ended December 31, 2007 increased by W1,320 million and income tax expenses for the year ended December 31, 2008 decreased by W2,778 million. Under Korea GAAP, there is no such requirement related to the uncertain tax positions.

b.   ~~Deferred Charges~~
Under Korean GAAP, the effect of changes in tax law related to items recorded directly in shareholders’ equity is recorded directly in the shareholders’ equity. However, under U.S. GAAP, the effect of changes in tax law related to items directly in shareholders’ equity is recorded directly in continuing operations in the period of enactment of the new tax law. Due to such differences, for U.S GAAP purposes, the net income for the year ended December 31, 2008 increased by W30,066 million when compared to those under Korean GAAP.
b. Deferred Charges

Korean GAAP requires that bond issuance costs be deducted from proceeds of bonds and certain development costs be recorded as intangible assets. Under U.S. GAAP, bond issuance costs are capitalized as deferred assets and amortized over the redemption period of the related ~~obligation and development costs are charged to expense as incurred.~~obligation. Due to such differences, for U.S. GAAP purposes, net income for the ~~shareholders’ equity as of~~year ended December 31, ~~2005 decreased~~2006 increased by W2,037 million, when compared to those under Korean GAAP.

c.   ~~Leases~~
c. Leases

~~Through~~Until 1998, leases whose present value of minimum lease payments ~~exceed~~exceeds 90% of the fair value of the leased equipment were not capitalized under Korean GAAP, but are capitalized under U.S. GAAP. Therefore, with respect to lease contracts entered into prior to January 1, 1999, certain GAAP difference adjustments for equipment, obligations under capital leases, interest on capital leases and depreciation are required to reconcile Korean GAAP

F-78

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

to U.S. GAAP. Due to such differences, for U.S. GAAP purposes, net income for the ~~shareholders’ equity as of~~year ended December 31, ~~2005 increased~~2006 decreased by W847 million when compared to those under Korean GAAP.


d.	*~~Marketable Securities and Investments Securities~~*

d. Marketable Securities and Investments Securities

Under Korean GAAP, non-marketable securities should be classified asavailable-for-sale and carried at cost or fair value if applicable, with unrealized holding gains and losses reported as other comprehensive income. However, for U.S. GAAP purposes, investment in non-marketable equity securities that do not have readily determinable fair

~~F-67~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

value, are accounted for under the cost method. Due to such differences, for U.S. GAAP purposes, the shareholders’ equity as of December 31, 2007 decreased by W21,015 million when compared to those under Korean GAAP.


e.	*~~Impairment of Investment Securities and Recoveries~~*

e. Impairment of Investment Securities and Recoveries

Under U.S. GAAP, if the decline in fair value is judged to be other than temporary, the cost basis of the individual securities is written down to fair value as a new cost basis and the amount of the write-down is included in current earnings. Other than temporary impairment is determined based on evidence-based judgment about a recovery of fair value up to (or beyond) the cost of investment by considering the severity and duration of the impairment in relation to the forecasted recovery of fair value. Under Korean GAAP, if the collectible value from the securities is less than acquisition costs with objective evidence of impairment such as bankruptcy of investees, an impairment loss is recognized. In addition, the duration of the impairment in relation to the forecasted recovery of fair value is not considered for Korean GAAP purposes. Due to such differences, for U.S. GAAP purposes, losses on impairment of investment securities for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 increased byW~~68 million,~~ W421 million (net of minority interest portion of W700 million) ~~and~~, W2,238 million (net of minority interest portion of W189 million) and W1,266 million (net of minority interest portion of W125 million), respectively, when compared to those under Korean GAAP. In addition, as certainavailable-for-sale securities for which the impairment losses had been previously recognized for U.S. GAAP purposes, but not for Korean GAAP purposes, were sold or impairment loss recognized for Korea GAAP purpose in ~~2005~~2008. As a result, some portion of losses of disposal of suchavailable-for-sale securities and impairment losses that were recognized for the year ended December 31, ~~2005~~2008 for Korean GAAP ~~purposes,~~purpose, amounting to W~~3,133~~173,798 million was reversed for U.S. GAAP purpose.

Under Korean GAAP, the subsequent recoveries of impairedavailable-for-sale securities andheld-to-maturity securities result in an increase of their carrying amount up to the original acquisition cost, and the recovery gains are reported in current operations up to the previously recognized impairment loss as reversal of loss on impairment of investment securities. Under U.S. GAAP, the subsequent increase in carrying amount of the impaired and written downheld-to-maturity securities is not ~~allowed. The~~allowed and the subsequent increase in fair value ofavailable-for-sale securities is reported in other comprehensive income.

Cumulative impairment amounts (net of minority interest portion) of the above GAAP difference as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are W~~232,674~~177,627 million, W~~233,095~~179,865 million and W~~235,333~~7,332 million, respectively.


f.	*~~Comprehensive Income~~*

f. Comprehensive Income

~~Through~~Until 2006, under Korean GAAP, there was no requirement to present comprehensive income. Effective January 1, 2007, revised Korean GAAP requires the disclosure of comprehensive income and its components in consolidated financial ~~statements, however,~~statements. However, the format of the disclosure under Korean GAAP is different from that under U.S. GAAP. Under U.S. GAAP, comprehensive income includes all changes in the shareholders’ equity during a period except those resulting from investments by, or distributions to owners, including certain items not included in the current results of operations.

F-79


g.	*~~Business Combinations and Intangible Assets~~*

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

g. Business Combinations and Intangible Assets

Effective July 1, 2001, U.S. GAAP requires the use of the purchase method of accounting for all business combinations other than those under common control. In addition, for fiscal years beginning after December 31, 2001, goodwill, which was related with subsidiaries and investees, and intangible assets with indefinite useful life shall not be amortized; however, they are subject to impairment tests on an annual basis and at any other time if events occur or circumstances indicate that the carrying amount of goodwill or other intangible assets may not be recoverable.

Circumstances that could trigger an impairment test include but are not limited ~~to:~~to a significant adverse change in the business climate or legal factors; an adverse action or assessment by a regulator; unanticipated competition; loss of key personnel; the likelihood that a significant portion of a reporting unit will be sold or otherwise disposed; results of testing for recoverability of a significant asset group within a reporting unit.

~~F-68~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

To test impairment of goodwill, the fair value of a reporting unit which includes goodwill is compared with its carrying amount of a reporting unit, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the carrying amount of the reporting unit goodwill is compared with the implied fair value of goodwill. If the carrying amount of the reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recorded in current operations. For the ~~year~~years ended December 31, 2006, 2007, and 2008, the Company recognized impairment loss of goodwill which was related with subsidiaries of W12,524 million, nil and W107,138 million including minority interest portion of W33,053 million for the reporting unit of a subsidiary as operating profits and cash flows were lower than expected due to an increase in competition. The fair value of that reporting unit was estimated using the expected present value of future cash flows. The Company does not have any intangible assets with indefinite lives as of December 31, ~~2005,~~ 2006, 2007 and ~~2007.~~2008. Intangible assets with finite lives will continue to be amortized over their estimated useful lives.

Under Korean GAAP, business combinations involving other than commonly controlled entities are accounted for as either a purchase or a pooling of interests, depending on the specific circumstances. However, in the case of the Company, no business combinations have been accounted for using the pooling of interest method under Korean GAAP. In a purchase combination, the difference between the purchase consideration and the fair value of the net assets acquired is accounted for as goodwill or as negative goodwill. Goodwill and all other intangible assets are amortized over its estimated economic life, generally not to exceed 20 years.

The Company recorded amortization of goodwill, which was related with subsidiaries and investees, for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 amounting to W~~136,908~~142,649 million, W~~142,649~~151,589 million and W~~151,589~~185,483 million, respectively, for Korean GAAP purposes; these amortization was reversed for U.S. GAAP purposes.


h.	*~~Determination of Acquisition Cost of Equity Interest in Subsidiary~~*

In addition, under Korean GAAP, certain development costs can be recorded as intangible assets but U.S. GAAP requires that development costs are charged to expense as incurred.

h. Determination of Acquisition Cost of Equity Interest in Subsidiary

Under U.S. GAAP, when a parent company acquires an equity interest in a subsidiary in exchange for newly issued common stock of the parent company, the acquisition cost of the equity interest in a subsidiary is determined at the market price of the parent company’s common stock for a reasonable period before and after the date the terms of the acquisition are agreed to and announced. Under Korean GAAP, the acquisition cost is determined at the closing market price of the parent company’s common stock when the common stock is actually issued. In addition, there are certain other differences in the methods of allocating cost to assets acquired. Due to such differences, for U.S. GAAP purposes, the shareholders’ equity as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 increased by W28,358 millionW~~28,358 million and~~ W~~28,358 million, respectively,~~ when compared to those under Korean GAAP.

Under Korean GAAP, in a business combination between a publicly traded company and a privately held company where aan acquirer is the privately held company and the acquirer issues its own equity shares to the ~~stockholders’ of the acquiree~~acquiree’s stockholders as purchase proceeds, the cost of the acquired entity is determined based on the fair value of

F-80

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

the acquirer’s net ~~assets of the acquirer.~~assets. Under U.S. GAAP, it is appropriate to use the market value of a publicly traded company to value the acquisition when the acquiree is a publicly traded company and the acquirer is a privately held company. Due to such differences, for U.S. GAAP purposes, the shareholders’ equity as of December 31, 2007 and 2008 increased by W67,227 million, respectively, when compared to those under Korean GAAP.


i.	*~~Additional Equity Investment in Subsidiaries~~*

i. Additional Equity Investment in Subsidiaries

Under Korean GAAP, when additional interest is acquired after acquiring a majority interest in a subsidiary, the differences between the Company’s acquisition cost of the additional interest and the corresponding carrying amount of the acquired additional interest in a subsidiary is presented as an adjustment to capital surplus. Under U.S. GAAP, the cost of an additional interest would be allocated based on the fair value of net assets at the time the additional interest is acquired, with the excess allocated to goodwill. Due to such differences, for U.S. GAAP purposes, the shareholders’ equity as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 increased by W~~964,924~~965,454 million, W~~965,454~~1,003,235 million and W~~1,003,235~~1,031,781 million, respectively, when compared to those under Korean GAAP.

~~F-69~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~
j. Capitalization of Foreign Exchange Losses (Gains) and Interest Expenses

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


j.	*~~Capitalization of Foreign Exchange Losses (Gains) and Interest Expenses~~*

~~Through~~Until 2002, under Korean GAAP, interest expenses and foreign exchange losses (or foreign exchange gains) incurred on debt used to finance the construction of property, plant and equipment were capitalized (or offset against property additions). Effective January 1, 2003, Korean GAAP was revised to allow a company to charge such interest expense and foreign exchange losses (or foreign exchange gains) to current operations. For Korean GAAP purposes, the Company adopted in 2003 the accounting policy not to capitalize such financing costs prospectively. Under U.S. GAAP, interest expenses incurred on debt used to finance the construction of property, plant and equipment are capitalized, while related foreign exchange losses (or gains) are charged to current operations as incurred. Due to such differences, for U.S. GAAP purposes, the shareholders’ equity as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 increased by W~~47,522~~56,788 million, W~~56,788~~57,742 million and W~~57,742~~62,098 million, respectively, when compared to those under Korean GAAP.

~~Through~~Until 2002, under Korean GAAP, interest expense incurred on debt used to finance the purchase of intangible assets was capitalized until the asset was put in use. For U.S. GAAP purposes, the Company charges such interest to current operations as incurred. Effective January 1, 2003, Korean GAAP was revised to allow a company to charge such interest expense to current operations as incurred. For Korean GAAP purposes, the Company adopted in 2003 the accounting policy not to capitalize such interest expense. This accounting change has been applied prospectively. Due to such differences, for U.S. GAAP purposes, the shareholders’ equity as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 decreased by W~~58,388~~53,116 million, W~~53,116~~47,844 million and W~~47,844~~42,572 million, respectively, when compared to those under Korean GAAP.


k.	*~~Nonrefundable Activation Fees~~*

k. Nonrefundable Activation Fees

For U.S. GAAP purposes, the Company defers nonrefundable activation revenues and costs and amortizes them over the expected term of the customer relationship. As of December 31, ~~2007,~~2008, the expected term of the customer relationship ranges from 3836 months to 8956 months.

Under Korean GAAP, the Company recognizes these revenues and costs when the activation service is performed.

Due to such differences, for U.S. GAAP purposes, the shareholders’ equity as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 decreased by W~~309,903~~326,042 million, W~~326,042~~376,367 million and W~~376,367~~398,358 million, respectively, when compared to those under Korean GAAP.


l.	*~~Employee Stock Option Compensation Plan~~*

l. Employee Stock Option Compensation Plan

For Korean and U.S. GAAP purposes, the Company ~~charges to expense~~expenses the value of stock options granted. Korean GAAP permits all entities to exclude the volatility factor in estimating the value of their stock options granted prior to December 31, 2003, which results in measurement at minimum value. Under U.S. GAAP, public entities are not permitted to exclude the volatility factor in estimating the value of their stock options. As all of the Company’s stock ~~options were granted and vested prior to the effective date of FAS 123(R), the Company accounted for employee stock option compensation under FAS 123 for U.S.GAAP purposes.~~

~~The weighted average fair value of options granted in 2000, 2001 and 2002 was~~ W~~210,000 per share,~~ W~~120,070 per share and~~ W~~48,724 per share, respectively.~~


m.	*~~Loans Receivable for Stock Issued to Employee~~*

~~U.S. GAAP generally requires that notes received for capital stock be reported as a reduction of stockholders’ equity, while Korean GAAP allows for recording such receivables as an asset.~~

~~F-70~~F-81

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


n.	*~~Convertible Bonds Payable~~*

options were granted and vested prior to the effective date of FAS 123(R), the Company accounted for employee stock option compensation under FAS 123 for U.S. GAAP purposes.

m. Loans Receivable for Stock Issued to Employee

U.S. GAAP generally requires that notes receivables for capital stock issued to employees be reported as a reduction of stockholders’ equity, while Korean GAAP allows for recording such receivables as an asset.

n. Convertible Bonds Payable

Under Korean GAAP, the proceeds from issuance of convertible bonds are allocated between the conversion right and the debt issued; the portion allocable to the conversion right is accounted for as capital surplus, with corresponding conversion right adjustment being deducted from related bonds. Such conversion right adjustment is amortized into interest expenses over the period of convertible bonds. Under U.S. GAAP, convertible bonds are analyzed to evaluate whether a conversion feature should be bifurcated from the debt host, separately recorded and marked to market through earnings. If an embedded conversion option in convertible bond could be net cash settled upon the occurrence of an event which is outside of an entity’s control, the conversion feature should generally be bifurcated. The conversion option, which is related to U.S. dollar denominated convertible bonds with principal amounts of US$329,450,000 issued on May 27, 2004, requires bifurcation under U.S. GAAP, and the related fair value at December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 isW~~52,685 million,~~ W68,509 million, W65,785 million and W~~65,785~~22,798 million, respectively. In bifurcating between conversion option and convertible debt at inception date, the Company recorded the conversion option at fair value and determined the initial carrying value assigned to the convertible debt as the difference between the basis of the host debt and the fair value of the conversion option.

In addition, under Korean GAAP, the convertible bonds denominated in a foreign currency are regarded as non-monetary liabilities since they have equity-like characteristics, and the Company does not recognize the associated foreign currency transaction gain or loss. ~~Redeemed~~The redeemed portion of convertible bonds is regarded as a monetary liability and subject to foreign currency translation but there is no redeemed portion as of December 31, ~~2005,~~ 2006, 2007 and ~~2007.~~2008. Under U.S. GAAP, the convertible bonds denominated in a foreign currency are regarded as a monetary liability and the resulting foreign currency translation gain or loss is included in the results of operations. The associated foreign currency translation gain related to the convertible bonds is W67,975 million for the year ended December 31, 2006, and translation loss for the years ended December 31, 2007 and 2008 is W1,243 million ~~for the year ended December 31, 2007. Prior to 2006, the amount was not material.~~and W76,209 million, respectively.


o.	*~~Currency and Interest Rate Swap~~*

o. Currency and Interest Rate Swap

Under Korean GAAP, when all critical terms of the hedging instrument and the hedged item are the same, a hedging relationship is considered to be highly effective without formally assessing hedge effectiveness. Under U.S. GAAP, unless conditions to qualify for the shortcut method as described in SFAS No. 133, “Accounting for Derivative instruments and Hedging Activities”, as amended, are met, a formal hedge effectiveness should be assessed to qualify for a hedge accounting at inception of the hedge. The Company’s currency and interest rate swap, which qualified as a cash flow hedge under Korean GAAP, did not qualify for the shortcut method under U.S. GAAP and was recorded as non-hedge. In addition, there are certain other differences in the method of fair value measurement. Due to such differences, for U.S. GAAP purposes, net income for the years ended December 31, 2006 and 2008 decreased by W4,056 million and W478,874 million, respectively, and net income for the ~~years~~year ended December 31, ~~2005 and~~ 2007 increased by W~~29,898 million,~~ W8,295 million, ~~respectively,~~ when compared to those under Korean GAAP.


p.	*~~Foreign Currency Translation~~*

p. Sale of Stock by Equity Method Investee

Under U.S. GAAP, monetary assets and liabilities denominated in foreign currencies are translated at the actual prevailing rates of exchange on the balance sheet dates. If exchangeability between two currencies is temporarily lacking at balance sheet date, the previous rate is used for purposes of translation under Korean GAAP. However, under U.S. GAAP, the first subsequent rate is used. Because of the suspension at year-end of 2004, translation loss amounting to W~~2,458 million was reconciled for U.S. GAAP purposes, which effect was reversed for the year ended December 31, 2005.~~


q.	*~~Sale of Stock by Equity Method Investee~~*

~~Through~~Until 2004, under Korean GAAP, when the Company’s equity interests in the equity method investees were diluted as a result of the equity method investees’ direct sales of their unissued shares to third parties, the changes in the Company’s proportionate equity of investees was accounted for as capital transactions. Effective January 1,

~~F-71~~F-82

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~the Company’s proportionate equity of investees was accounted for as capital transactions. Effective January 1,~~ 2005, Korean GAAP was revised to account for such transactions as income statement treatment. Under U.S. GAAP, such transactions can be accounted for either as income statement treatments or as capital transactions. For U.S. GAAP purpose, the Company’s accounting policy is to account for such transactions as capital transactions. Due to such differences, for U.S GAAP purposes, net income for the ~~years ended December 31, 2005 and 2007 decreased by~~ W~~8,637 million and~~ W~~6,392 million, respectively, and net income for the~~ year ended December 31, 2006 increased by W7,440 million and net income for the year ended December 31, 2007 decreased by W6,392 million, when compared to those under Korean GAAP. There was no GAAP difference in 2008.


r.	*~~Subscription Payable~~*

~~Under Korean GAAP, when the Company subscribes new capital stocks, it is not allowed to record any unpaid subscription as investment in equity~~q. Consolidation of investee until cash is contributed to the investee, without exception. Under U.S. GAAP, if the cash is contributed subsequent to the balance sheet date, but prior to the issuance of the financial statements, it is appropriate to classify it as investments and a subscription payable, respectively. SK Telecom USA Holdings, Inc., a subsidiary of the Company, paid the related cash contribution to Helio, LLC on March 1, 2006. Due to such differences, for U.S. GAAP purposes, the total assets and total liabilities as of December 31, 2005 increased by W~~40,014 million, respectively, when compared to those under Korean GAAP.~~Variable Interest Entities


s.	*~~Equity Instrument to be Received in Conjunction with Providing Services~~*

For Korean GAAP purposes, the Company measures the fair value of equity investments (such as stock warrants) to be received in conjunction with providing services in the future at the date of the agreement or the grant date. Such equity instruments are recorded as assets and liabilities at fair value to present the equity instruments received and the related obligations to provide services. In addition, the fair value of such equity investments is remeasured at each year-end and related service income is recognized over the service period based on the revised fair value of the equity investments. Under U.S GAAP, the service income recognition method is similar to Korean GAAP; however, when the equity instruments do not include a disincentive for nonperformance that is sufficiently large to make performance probable, such equity instruments are not measured nor recorded as assets and liabilities until the date when the performance necessary to earn the equity instruments is complete. Due to such differences, the total assets and liabilities under the U.S. GAAP as of December 31, 2005 decreased by W~~2,055 million, when compared to those under the Korean GAAP. As of December 31, 2006 and 2007, there is no such difference.~~


t.	*~~Consolidation of Variable Interest Entities~~*

Under U.S. GAAP, if a business enterprise has a controlling financial interest in a variable interest entity, which is defined by FASB Interpretation No. 46 Revised (“FIN 46(R)”), the assets, liabilities and results of the activities of the variable interest entity should be included in the consolidated financial statements with those of the business enterprise. Under Korean GAAP, there is no specific provision for the accounting treatment of variable interest entities.

As a result of such difference, CDMA Mobile Phone Center (which is a joint-venture with 50% owned by SKT Vietnam PTE Ltd., a subsidiary of the Company, and recorded as equity method investment under Korean GAAP) was included in the consolidated financial statements for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 under U.S. GAAP. CDMA Mobile Phone Center is a wireless telecommunications service provider in Vietnam.


u.	*~~Remeasurement of Stock Option~~*

Under the Korean GAAP, the remeasurement of stock option is required when the related stock becomes publicly listed. Under the U.S. GAAP, such remeasurement is not allowed. In 2005, a certain equity method investee of the Company became publicly listed and the value of related outstanding stock options granted to its employees was remeasured for Korean GAAP purposes.

~~F-72~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~
r. Convertible Notes Receivable

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~


v.	*~~Convertible Notes Receivable~~*

Under Korean GAAP, the convertible notes entered into between the Company and China Unicom Ltd. were treated asavailable-for-sale securities and reported at fair value. The unrealized gains or losses on valuation of such convertible notes are included in other comprehensive income. Under U.S. GAAP, the convertible notes were considered as a hybrid instrument with a conversion option embedded in a debt instrument. In accordance with SFAS No. 133, “Accounting for Derivative instruments and Hedging Activities”, the conversion option was separated from the debt instrument and accounted for separately. The conversion option was recorded at fair value with gains and losses included in current earnings. The debt instrument was classified as anavailable-for-sale debt security and reported at fair value. The Company recognized interest income on the debt instrument as determined using the effective interest method and unrealized holding gain and loss of the difference between fair value and book value were excluded from earnings and reported as a component of stockholder’s equity. Due to such differences, for U.S GAAP purposes, net income for the years ended December 31, 2006 increased by W365,751 million when compared to those under Korean GAAP.

On August 20, 2007, the Company exercised the conversion right for the convertible notes, accordingly they were converted into common stocks of China Unicom Ltd. and reclassified toavailable-for-sale equity security. Under Korean GAAP, the acquisition cost of the equity securities acquired by exercising the conversion right shall be the carrying amount of the convertible bonds exchanged. However, if those newly acquired equity securities are marketable securities in an active trading market, the acquisition cost of such equity securities shall be the fair value of those equity securities at the acquisition date and the difference between the fair value of the newly acquired equity securities and the carrying amount of the exchanged convertible bonds shall be recognized as gain or loss on conversion. As a result of such conversion, the Company recognized gain on conversion amounting to W373,140 million under Korean GAAP. After the conversion, the investment in equity securities of China Unicom Ltd. was classified asavailable-for-sale equity securities, reported at the fair value, and related valuation gain was classified as other comprehensive income. Under U.S. GAAP, the conversion option separated from the debt instrument had been recorded at fair value until the conversion and the unrealized holding gain and loss incurred from the debt instrument until the conversion remains as other comprehensive income. No conversion gain was recognized under U.S. ~~GAAP.~~GAAP in 2007. As such, the conversion gain recognized under Korean GAAP was reversed for U.S. GAAP ~~purposes.~~purposes in 2007.

F-83

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


*w.s.*	*Presentation of Minority Interest as a Component of Shareholders’ Equity*

Korean GAAP requires the classification of minority interest in equity of consolidated subsidiaries as a separate component of shareholders’ equity. Under U.S. GAAP, minority interest in equity of consolidated subsidiaries is presented between liabilities and shareholders’ equity item in consolidated balance sheets.


x.	*~~Scope of Consolidations~~*

t. Scope of Consolidations

Under Korean GAAP, as explained in Note 2(b) to the consolidated financial statements, majority-owned subsidiaries ~~of which~~with total assets ~~as of the prior year end were less than~~below W7 billion at prior year end are not consolidated. However, U.S. GAAP requires ~~that~~ all majority-owned subsidiaries be consolidated. ~~The Company’s consolidated financial statements~~For U.S GAAP purpose, the Company did not ~~reflect an adjustment~~consolidate majority-owned subsidiaries with total assets below W7 billion at prior year end except for SKY Property Mgmt. Ltd. and SK Telecom Global Investment B.V. in ~~the U.S. GAAP reconciliation for this difference in accounting~~2008 as the impact of such difference is immaterial.

In addition, under Korean GAAP, entities of which the Company or a controlled subsidiary owns more than 30% of the total outstanding voting stock and is the largest stockholder are consolidated. However, U.S. GAAP generally requires that any entity of which the Company owns twenty to fifty percent of total outstanding voting stock be not consolidated if control does not exist; rather that entity should be accounted for under the equity ~~method.~~method of accounting. Due to such differences, for U.S. GAAP purposes, investments in IHQ, Inc., TU Media Corp., CU Media, Inc., Benex Digital Culture Contents Fund, IMM Cinema Fund, Michigan Global Cinema Fund and ~~YTN Media, Inc. (a subsidiary of IHQ, Inc.)~~SK Broadband Co., Ltd. are excluded from consolidation and instead are accounted for under the equity method of accounting, for the year ended December 31, ~~2007.~~2008. For

~~F-73~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

other investments in entities where the Company owns 30% to 50%, the consolidated financial statements did not reflect an adjustment in the U.S. GAAP reconciliation as the impact is immaterial. The condensed financial information of the investees as of and for the year ended December 31, ~~2007~~2008 applying equity method for the U.S GAAP purpose only is as follows (in millions of Korean won):


																Net
	Total		Total				Net			Total		Total				Income
	Assets		Liabilities		Revenue		Income (Loss)			Assets		Liabilities		Revenue		(Loss)

IHQ, Inc.	W	69,216	W	12,860	W	41,395	W	3,330		W	55,980	W	20,005	W	44,828	(W	16,671	)
TU Media Corp.		350,042		344,537		113,310		(78,500	)		301,026		266,175		127,591		(30,859	)
YTN Media, Inc.		30,808		12,297		26,161		(111	)
CU Media, Inc.											32,031		13,174		27,312		(4,921	)
Benex Digital Culture Contents Fund											25,444		4		659		340
IMM Cinema Fund		19,928		7		1,866		(4,459	)		17,884		7		918		(2,043	)
Michigan Global Cinema Fund		9,742		—		1,070		(634	)		9,838		—		522		97
SK Broadband Co., Ltd.											3,400,357		2,198,465		1,367,881		(223,653	)

~~In addition, the TU Media Corp., a satellite broadcasting service company, became a VIE of the Company but the Company is not a primary beneficiary in accordance with FIN 46(R). With respect~~u. Handset Subsidies to ~~the Company’s involvement in the business, the maximum exposure to loss was approximately~~ W~~103,204 million as of December 31, 2007.~~Long-time Mobile Subscribers


y.	*~~Handset Subsidies to Long-time Mobile Subscribers~~*

Under Korean GAAP, handset subsidies are recorded as operating expenses. Under US GAAP, such amounts are recorded as reduction of revenue.


z.	*~~Classification of SK C&C Co., Ltd.~~*

v. Reclassification of Investment in Equity Securities of SK C&C Co., Ltd.

During the year ended December 31, 2007, the Company reclassified investment in equity securities of SK C&C Co., Ltd. from equity method investment toavailable-for-sale security because the SK C&C Co., Ltd. became the ultimate parent of the Company in accordance with Korean GAAP. Under Korean GAAP, the carrying amount of the equity investment at the date that the Company ceased to apply equity method was the Company’s new acquisition cost and unrealized holding gain and loss incurred after the reclassification were excluded from earnings and were reported as other comprehensive income. Under U.S. GAAP, however, the SK C&C Co., Ltd. was not interpreted as the ultimate parent of the ~~Company so that~~Company. As such, equity investment continued to be treated as equity ~~method investments. Due to such differences, for U.S. GAAP purposes, equity in earnings of investees increased by~~ W~~83,785 million and shareholders’ equity decreased by~~ W433,213 million for the year ended December 31, 2007, when compared to those under Korean GAAP. Meanwhile, the condensed financial information of SK C&C Co., Ltd. as of and for the years ended December 31, 2005, 2006 and 2007 is as follows:

2005 2006 2007

Current assets W 470,428 W 400,994 W 663,791
Non-Current assets 1,074,552 1,505,237 3,052,281

Total W 1,544,980 W 1,906,231 W 3,716,072

Current liabilities W 489,191 W 542,917 W 810,141
Non-Current liabilities 511,209 483,934 904,821
Stockholders’ equity 544,580 879,380 2,001,110

Total W 1,544,980 W 1,906,231 W 3,716,072

~~F-74~~F-84

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

2005 2006 2007

Operating revenue W 1,002,667 W 1,107,910 1,160,946
Operating expenses (908,485 ) (994,556 ) (1,081,361 )

Operating income 94,182 113,354 79,585
Other income (expenses), net (11,587 ) 8,929 1,381,694
Provision for income taxes (20,902 ) (34,959 ) (405,709 )
Net income W 61,693 W 87,324 W 1,055,570

method investments. Due to such differences, for U.S. GAAP purposes, equity in earnings of investees increased by W83,785 million and W47,645 million, respectively, for the years ended December 31, 2007 and 2008, whereas the shareholders’ equity decreased by W433,213 million and W7,114 million, at December 31, 2007 and 2008, when compared to those under Korean GAAP. Meanwhile, the condensed financial information of SK C&C Co., Ltd. as of and for the years ended December 31, 2006, 2007 and 2008 is as follows:

2006 2007 2008

Current assets W 400,994 W 663,791 W 890,816
Non-Current assets 1,505,237 3,052,281 3,548,816

Total W 1,906,231 W 3,716,072 W 4,439,632

Current liabilities W 542,917 W 810,141 W 1,199,621
Non-Current liabilities 483,934 904,821 1,021,529
Share holder’s equity 879,380 2,001,110 2,218,482

Total W 1,906,231 W 3,716,072 W 4,439,632

2006 2007 2008

Operating revenue W 1,107,910 W 1,160,946 W 1,275,185
Operating expenses (994,556 ) (1,081,361 ) (1,185,971 )

Operating income 113,354 79,585 89,214
Other income (expenses), net 8,929 1,381,694 60,859
Provision for income taxes (34,959 ) (405,709 ) 11,747

Net income W 87,324 W 1,055,570 W 161,820

x. Retroactive Application of Equity Method of Accounting
The Company purchased an additional 38.7% of equity interests of SK Broadband Co., Ltd. (“SKBB”) bringing its total position to 43.4% in March of 2008. After the additional acquisition of equity interest the investment was accounted for under the equity method of accounting. Accordingly, the investment in SK Broadband Co., Ltd. before the acquisition that was previously accounted for under the fair value method was changed to the equity method of accounting retroactively in a manner consistent with the accounting for astep-by-step acquisition of a subsidiary. As a result of such retroactive application of equity method of accounting on the SK Broadband investment, net income for the year ended December 31, 2006, 2007 and 2008 decreased by W2,168 million, W797 million and W21,025 million, respectively, and shareholder’s equity as of December 31, 2006, 2007 and 2008 decreased by W20,140 million, W41,296 million and W62,382 million, respectively, when compared to those under Korean GAAP.
~~F-75~~
F-85

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following reconciles net income for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 and shareholders’ equity as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 under Korean GAAP as reported in the consolidated financial statements to the net income and shareholders’ equity amounts determined under U.S. GAAP, giving effect to adjustments for the differences listed above (in millions of Korean won, except per share amounts):


	Year Ended December 31,									Year Ended December 31,
	2005			2006			2007			2006			2007			2008

Net income based on Korean GAAP	W	1,868,307		W	1,449,552		W	1,562,265		W	1,449,552		W	1,562,265		W	972,338
Adjustments :
Net income attributed to Minority interests		4,671			1,939			86,611
Deferred income tax adjustments due to difference in accounting principles		30,857			—			—
Net income attributed to minority interests											1,939			86,611			243,381
Deferred charges		(2,037	)		2,037			—			2,037			—			—
Capital leases		(695	)		(847	)		—			(847	)		—			—
Loss on impairment of investment securities											(421	)		(2,238	)		172,532
Intangible assets		(16,046	)		(260	)		(4,180	)		(260	)		(4,180	)		(8,086	)
Reversal of amortization of goodwill		137,389			128,327			145,772
Reversal of amortization of goodwill and goodwill impairment											128,327			145,772			107,934
Capitalization of foreign exchange losses and interest expenses related to tangible assets		3,231			9,266			954			9,266			954			4,356
Capitalization of interest expenses related to purchases of intangible assets		5,272			5,272			5,272			5,272			5,272			5,272
Nonrefundable activation fees		(34, 681	)		(16,139	)		(50,325	)		(16,139	)		(50,325	)		(21,991	)
Loss on impairment of investment securities		3,065			(421	)		(2,238	)
Loss on valuation of currency and interest rate swap		29,898			(4,056	)		8,295
Stock option compensation plan											(144	)		—			—
Convertible bonds payable		14,044			48,118			(19,340	)		48,118			(19,340	)		(30,407	)
Foreign currency translation		(2,458	)		—			—
Currency and interest rate swap											(4,056	)		8,295			(478,874	)
Sales of stock by the equity method investee		(8,637	)		7,440			(6,392	)		7,440			(6,392	)		—
Consolidation of variable interest entity		38			(38	)		—			(38	)		—			—
Stock option compensation plan		49			(144	)		—
Convertible notes receivable		—			365,751			(412,383	)		365,751			(412,383	)		—
Reclassification of SK C&C investment		—			—			83,785			—			83,785			47,645
Retroactive application of equity method of accounting on SKBB investment											(2,168	)		(797	)		(21,025	)
FIN 48 effect											—			(1,320	)		2,778
Tax effect of the reconciling items		(4,717	)		(115,268	)		109,368			(115,268	)		109,368			46,947
FIN 48 effect		—			—			(1,320	)
Effect of changes in tax law											—			—			30,066

Net income based on U.S. GAAP	W	2,027,550		W	1,880,529		W	1,506,144		W	1,878,361		W	1,505,347		W	1,072,866

Weighted average number of common shares outstanding		73,614,296			73,305,026			72,650,909			73,305,026			72,650,909			72,765,557

Earnings per share based on U.S. GAAP:
Basic earnings per share	W	27, 543		W	25,653		W	20,731		W	25,624		W	20,720		W	14,744

Diluted earnings per share	W	27,089		W	25,236		W	20,390		W	25,207		W	20,379		W	14,606

~~F-76~~F-86

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	December 31,									December 31,
	2005			2006			2007			2006			2007			2008

Shareholders’ equity based on Korean GAAP	W	8,327,540		W	9,483,088		W	11,687,633
Adjustments:
Deferred charges		(2,037	)		—			—
Capital leases		847			—			—
Shareholders’ equity based on Korean GAAP Adjustments :										W	9,483,088		W	11,687,633		W	11,824,440
Investment securities without readily determinable fair value											—			(21,015	)		—
Intangible assets		993,547			993,802			1,096,547			993,802			1,096,547			1,151,974
Reversal of amortization of goodwill		547,681			676,008			821,780
Reversal of amortization of goodwill and goodwill impairment											676,008			821,780			929,714
Capitalization of foreign exchange losses and interest expenses related to tangible assets		47,522			56,788			57,742			56,788			57,742			62,098
Capitalization of interest expenses related to purchase of intangible assets		(58,388	)		(53,116	)		(47,844	)		(53,116	)		(47,844	)		(42,572	)
Nonrefundable activation fees		(309,903	)		(326,042	)		(376,367	)		(326,042	)		(376,367	)		(398,358	)
Loans issued to employees’ stock ownership association		(14,586	)		(7,526	)		(34,816	)
Loans receivable for stock issued to employees											(7,526	)		(34,816	)		(60,908	)
Convertible bonds payable		(52,220	)		(1,347	)		(12,642	)		(1,347	)		(12,642	)		(43,049	)
Investment securities without readily determinable fair value		—			—			(21,015	)
Currency and interest rate swap											—			—			(45,503	)
Consolidation of variable interest entity		228			1,396			932			1,396			932			5,430
Reclassification of SK C&C investment		—			—			(433,213	)		—			(433,213	)		(7,114	)
Retroactive application of equity method of accounting on SKBB investment											(20,140	)		(41,296	)		(62,382	)
Minority interest in equity of consolidated affiliates		(108,927	)		(170,246	)		(253,383	)		(170,246	)		(253,383	)		(1,175,959	)
FIN 48 effect											—			(13,173	)		(10,440	)
Tax effect of the reconciling items		101,130			85,674			226,877			85,674			226,877			87,821
FIN 48 effect		—			—			(13,173	)

Shareholders’ equity based on U.S. GAAP	W	9,472,434		W	10,738,479		W	12,699,058		W	10,718,339		W	12,657,762		W	12,215,192

Changes in shareholders’ equity based on U.S. GAAP for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (in millions of Korean won):


	Year Ended December 31,									Year Ended December 31,
	2005			2006			2007			2006			2007			2008

Balance, beginning of the year	W	8,236,997		W	9,472,434		W	10,738,479		W	9,477,689		W	10,718,339		W	12,657,762
Net income for the year		2,027,550			1,880,529			1,506,144			1,878,361			1,505,347			1,072,866
Accumulated effect of FIN 48 adoption through 2006		—			—			(11,853	)		—			(11,853	)		—
Dividends		(758,227	)		(662,628	)		(581,340	)		(662,628	)		(581,340	)		(682,504	)
Unrealized gains on valuation of securities, net of tax		23,042			206,457			937,006
Unrealized gain (loss) on valuation of securities, net of tax											183,155			959,452			(786,408	)
Equity in capital surplus, retained earnings and other comprehensive income of affiliates (note a)		(63,370	)		38,651			158,760			38,726			115,955			(64,825	)
Conversion of convertible bonds payable		—			23,624			2,010			23,624			2,010			(6,277	)
Treasury stock transactions		—			(209,078	)		(26,556	)		(209,078	)		(26,556	)		(14,137	)
Foreign-based operations’ translation adjustments		(1,792	)		(18,570	)		3,698			(18,570	)		3,698			64,807
Stock compensation plan		274			—			—
Decrease(Increase) in loans receivable for stock issued to employees’ investor association		7,960			7,060			(27,290	)
Decrease (Increase) in loans receivable for stock issued to employees											7,060			(27,290	)		(26,092	)

Balance, end of the year	W	9,472,434		W	10,738,479		W	12,699,058		W	10,718,339		W	12,657,762		W	12,215,192

(note a)

This line item consists of the adjustments to the carrying amount of equity method investments based on the Company’s proportionate pickup in affiliates using the equity method of accounting, which are directly adjusted to stockholders’ equity of affiliates, such as unrealized gains or losses on valuation ofavailable-for-sale securities, foreign-based operations’ translation adjustments in affiliates and stock transactions by affiliates.

~~F-77~~F-87

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A reconciliation of the significant balance sheet accounts except for the above listed shareholders’ equity items to the amounts determined under U.S. GAAP as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 is as follows (in millions of Korean won):

December 31,
2005 2006 2007

Current assets :
As reported W 4,598,580 W 4,663,962 W 4,813,072
U.S. GAAP adjustments :
— loans receivable for stock issued to employees investor association (3,249 ) (2,208 ) (1,522 )
— tax effect of the reconciling items 31,381 39,241 46,979
— consolidation of variable interest entity (4,889 ) (8,809 ) (16,077 )
— scope of consolidation — (40,189 ) (150,617 )

Current assets based on U.S. GAAP 4,621,823 4,651,997 4,691,835

Non-current assets :
As reported 10,106,192 11,576,006 14,235,863
U.S. GAAP adjustments :
— loans receivable for stock issued to employees’ investor association (11,337 ) (5,318 ) (33,294 )
— intangible assets 988,763 989,595 1,140,555
— reverse of amortization of goodwill 547,681 677,371 828,960
— nonrefundable activation fees 8,571 8,108 6,167
— capital lease 847 (576 ) (576 )
— capitalization of foreign exchange losses and interest expense related to tangible assets 47,522 56,788 57,742
— capitalization of interest expenses related to purchase of intangible assets (58,388 ) (53,116 ) (47,844 )
— deferred charges 7,933 7,812 8,577
— subscription payable 40,014 — —
— equity instrument to be received in conjunction with providing services (2,055 ) — —
— consolidation of variable interest entity 53,626 54,731 54,890
— convertible bonds payable — (1,133 ) 281
— Investment securities without readily determinable fair value — — (21,015 )
— Reclassification of SK C&C investment — — (433,213 )
— scope of consolidation — (32,735 ) (275,780 )
— Tax effect of the reconciling items 1,375
— FIN 48 effect — — 374

Non-current assets based on U.S. GAAP 11,729,369 13,277,533 15,523,062

Total assets based on U.S. GAAP W 16,351,192 W 17,929,530 W 20,214,897

December 31,
2006 2007 2008

Current assets:
As reported W 4,663,962 W 4,813,072 W 5,422,447
U.S. GAAP adjustments :
— Deferred charges — — 406
— Loans receivable for stock issued to employees (2,208 ) (1,522 ) (1,252 )
— Consolidation of variable interest entity (8,809 ) (16,077 ) (55,967 )
— Scope of consolidation (40,189 ) (150,617 ) (836,324 )
— Tax effect of the reconciling items 39,241 46,979 53,055

Current assets based on U.S. GAAP 4,651,997 4,691,835 4,582,365

Non-current assets:
As reported 11,576,006 14,235,863 17,051,224
U.S. GAAP adjustments:
— Deferred charges 7,812 8,577 11,423
— Capital lease (576 ) (576 ) (576 )
— Investment securities without readily determinable fair value — (21,015 ) —
— Intangible assets 989,595 1,140,555 1,145,269
— Reverse of amortization of goodwill and goodwill impairment 677,371 828,960 909,106
— Capitalization of foreign exchange losses and interest expense related to tangible assets 56,788 57,742 62,098
— Capitalization of interest expenses related to purchase of intangible assets (53,116 ) (47,844 ) (42,572 )
— Nonrefundable activation fees 8,108 6,167 8,099
— Loans receivable for stock issued to employees (5,318 ) (33,294 ) (59,656 )
— Convertible bonds payable (1,133 ) 281 281
— Currency and interest rate swap — — (51,121 )
— Consolidation of variable interest entity 54,731 54,890 76,022
— Scope of consolidation (32,735 ) (275,780 ) (2,386,994 )
— Reclassification of SK C&C investment — (433,213 ) (7,114 )
— Retroactive application of equity method of accounting on SKBB investment (20,140 ) (41,296 ) (62,382 )
— FIN 48 effect — 374 (1,621 )
— Tax effect of the reconciling items — 1,375 5,332

Non-current assets based on U.S. GAAP 13,257,393 15,481,766 16,656,818

Total assets based on U.S. GAAP W 17,909,390 W 20,173,601 W 21,239,183

~~F-78~~F-88

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

December, 31
2005 2006 2007

Current liabilities :
As reported W 2,863,373 W 3,208,416 W 3,016,874
U.S. GAAP adjustments :
— nonrefundable activation fees 114,111 142,697 170,761
— subscription payable 40,014 — —
— equity instrument to be received in conjunction with providing services (525 ) — —
— consolidation of variable interest entity 17,671 32,078 38,773
— scope of consolidation — (17,389 ) (285,677 )

Current liabilities based on U.S. GAAP 3,034,644 3,365,802 2,940,731

Non-current liabilities :
As reported 3,513,859 3,548,464 4,344,428
U.S. GAAP adjustments :
— deferred charges 9,970 7,812 8,577
— nonrefundable activation fees 204,363 191,453 211,773
— tax effect of the reconciling items (74,532 ) (51,216 ) (183,709 )
— convertible bonds payable 52,220 214 12,923
— equity instrument to be received in conjunction with providing services (1,530 ) — —
— consolidation of variable interest entity 631 227 296
— scope of consolidation — (19,563 ) (73,015 )
— FIN 48 effect — — 13,950

Non-current liabilities based on U.S. GAAP 3,704,981 3,677,391 4,335,223

Total liabilities based on U.S. GAAP W 6,739,625 W 7,043,193 W 7,275,954

Minority interests :
As reported W 108,927 W 170,246 W 253,383
U.S. GAAP adjustments :
— consolidation of variable interest entity 30,206 12,221 (1,188 )
— reversal of amortization of goodwill — 1,363 7,180
— intangible assets — — 47,604
— scope of consolidation — (35,972 ) (67,094 )

Total minority interests based on U.S. GAAP W 139,133 W 147,858 W 239,885

December, 31
2006 2007 2008

Current liabilities:
As reported W 3,208,416 W 3,016,874 W 4,628,821
U.S. GAAP adjustments:
— Deferred charges — — 406
— Considerations for conversion right — — 26,577
— Nonrefundable activation fees 142,697 170,761 218,284
— Consolidation of variable interest entity 32,078 38,773 52,031
— Scope of consolidation (17,389 ) (285,677 ) (1,081,778 )

Current liabilities based on U.S. GAAP W 3,365,802 W 2,940,731 W 3,844,341

Non-current liabilities:
As reported 3,548,464 4,344,428 6,020,410
U.S. GAAP adjustments :
— Deferred charges 7,812 8,577 11,423
— Considerations for conversion right 214 12,923 16,753
— Nonrefundable activation fees 191,453 211,773 188,173
— Currency and interest rate swap — — (5,618 )
— Consolidation of variable interest entity 227 296 698
— Scope of consolidation (19,563 ) (73,015 ) (1,373,619 )
— FIN 48 effect — 13,950 9,049
— Tax effect of the reconciling items (51,216 ) (183,709 ) (34,446 )

Non-current liabilities based on U.S. GAAP 3,677,391 4,335,223 4,832,823

Total liabilities based on U.S. GAAP W 7,043,193 W 7,275,954 W 8,677,164

Minority interests:
As reported W 170,246 W 253,383 W 1,175,959
U.S. GAAP adjustments :
— Intangible assets — 47,604 31,704
— Reversal of amortization of goodwill and goodwill impairment 1,363 7,180 (21,317 )
— Consolidation of variable interest entity 12,221 (1,188 ) (38,106 )
— Scope of consolidation (35,972 ) (67,094 ) (801,413 )

Total minority interests based on U.S. GAAP W 147,858 W 239,885 W 346,827

~~F-79~~F-89

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table reconciles cash flows from operating, investing and financing activities for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 and cash and cash equivalents at December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 under Korean GAAP, as reported in the consolidated financial statements to cash flows from operating, investing and financing activities for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 and cash and cash equivalents at December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 under U.S. GAAP (in millions of Korean won):


	2005			2006			2007			2006			2007			2008

Cash flows from operating activities based on Korean GAAP	W	3,407,142		W	3,589,825		W	3,710,704		W	3,589,825		W	3,721,700		W	3,296,938
Adjustments :
Adjustments:
Trading security cash flows		(122,710	)		80,061			28,696			80,061			28,696			(40	)
Consolidation of variable interest entity		12,444			(48,721	)		35,777			(48,721	)		35,777			7,010
Scope of consolidation		—			(6,384	)		11,363			(6,384	)		11,363			(391,271	)
Pre-acquisition cash flows of subsidiaries		—			—			(501,788	)		—			(36,372	)		—
Discontinued operation (Note a)											—			(476,412	)		(213,899	)

Cash flows from operating activities based on U.S. GAAP	W	3,296,876		W	3,614,781		W	3,284,752		W	3,614,781		W	3,284,752		W	2,698,738

Cash flows from investing activities based on Korean GAAP	W	(1,938,187	)	W	(2,535,153	)	W	(2,399,047	)	W	(2,535,153	)	W	(2,414,879	)	W	(3,875,394	)
Adjustments :
Adjustments:
Trading security cash flows		122,710			(80,061	)		(28,696	)		(80,061	)		(28,696	)		40
Increase in cash and cash equivalent due to merger											—			50,448			—
Consolidation of variable interest entity		(1,004	)		37,611			(39,389	)		37,611			(39,389	)		(11,006	)
Scope of consolidation		—			17,035			15,559			17,035			15,559			11,036
Pre-acquisition cash flows of subsidiaries		—			—			15,880			—			(1,784	)		—
Discontinued operation (Note a)											—			33,496			(51,631	)

Cash flows from investing activities based on U.S. GAAP	W	(1,816,481	)	W	(2,560,568	)	W	(2,435,693	)	W	(2,560,568	)	W	(2,385,245	)	W	(3,926,955	)

Cash flows from financing activities based on Korean GAAP	W	(1,429,038	)	W	(952,377	)	W	(856,107	)	W	(952,378	)	W	(1,041,255	)	W	869,415
Adjustments :
Adjustments:
Consolidation of variable interest entity		(10,243	)		17,716			5,016			17,716			5,016			1,126
Scope of consolidation		—			(5,946	)		(2,475	)		(5,946	)		(2,475	)		239,147
Pre-acquisition cash flows of subsidiaries		—			—			222,161			—			64,674			—
Discontinued Operation (Note a)											—			342,777			9,015

Cash flows from financing activities based on U.S. GAAP	W	(1,439,281	)	W	(940,607	)	W	(631,405	)	W	(940,608	)	W	(631,263	)	W	1,118,703

The effect of exchange rate changes on cash and cash equivalents held in foreign currencies based on Korean GAAP	W	(3,036	)	W	(9,317	)	W	2,783		W	(9,317	)	W	6,097		W	37,371
Adjustments :
Adjustments:
Consolidation of variable interest entity		—			(5,302	)		37			(5,302	)		37			938
Pre-acquisition cash flows of subsidiaries		—			—			(1,657	)
Scope of consolidation											—			—			(4,129	)
Discontinued Operation (Note a)											—			(4,971	)		—

The effect of exchange rate changes on cash and cash equivalents held in foreign currencies based on U.S. GAAP	W	(3,036	)	W	(14,619	)	W	1,163		W	(14,619	)	W	1,163		W	34,180

Net increase (decrease) in cash and cash equivalents due to changes in consolidated subsidiaries based on Korean GAAP	W	(29,085	)	W	14,568		W	154,227

~~F-80~~F-90

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	2005			2006			2007			2006			2007			2008

Adjustments :
Net increase in cash and cash equivalents due to changes in consolidated subsidiaries based on Korean GAAP										W	14,568		W	102,079		W	36,413
Adjustments:
Scope of consolidation		—			(14,246	)		(81,218	)		(14,246	)		(81,218	)		(77,346	)
Pre-acquisition cash flows of subsidiaries		—			—			2,271
Discontinued operation (Note a)											—			54,419			—

Net increase (decrease) in cash and cash equivalents due to changes in consolidated subsidiaries based on U.S. GAAP	W	(29,085	)	W	322		W	75,280		W	322		W	75,280		W	(40,933	)

Pre-acquisition cash flows of subsidiaries based on Korean GAAP		—			—			(263,133	)		—			(11,396	)		17,250
Adjustments:
Scope of consolidation											—			—			(17,250	)
Pre-acquisition cash flows of subsidiaries		—			—			263,133			—			(26,518	)		—
Discontinued operation (Note a)											—			37,914			—

Pre-acquisition cash flows of subsidiaries based U.S. GAAP		—			—			—
Pre-acquisition cash flows of subsidiaries based on U.S. GAAP											—			—			—

Increases in cash and cash equivalents due to merger based on Korea GAAP		—			—			50,448			—			50,448			—
Adjustments		—			—			—
Adjustments:
Increase in cash and cash equivalents due to merger											—			(50,448	)		—

Increase in cash and cash equivalents due to merger based on U.S. GAAP		—			—			50,448			—			—			—

Cash flows from discontinued operation based on Korean GAAP											—			(12,777	)		(256,515	)
Adjustments:
Discontinued operation (Note a)														12,777			256,515

Cash flows from discontinued operation based on U.S. GAAP											—			—			—

Cash and cash equivalents at beginning of the year based on Korean GAAP	W	370,630		W	378,426		W	485,972		W	378,426		W	485,972		W	885,989
Adjustments :
Adjustment:
Consolidation of variable interest entity		—			1,197			2,501			1,197			2,501			3,942
Scope of consolidation		—			—			(9,541	)		—			(9,541	)		(66,312	)

Cash and cash equivalents at beginning of the year based on U.S. GAAP	W	370,630		W	379,623		W	478,932		W	379,623		W	478,932		W	823,619

Cash and cash equivalents at end of the year based on Korean GAAP	W	378,426		W	485,972		W	885,847		W	485,972		W	885,989		W	1,011,467
Adjustments :
Adjustments:
Consolidation of variable interest entity		1,197			2,501			3,942			2,501			3,942			2,010
Scope of consolidation		—			(9,541	)		(66,312	)		(9,541	)		(66,312	)		(306,125	)

Cash and cash equivalents at end of the year based on U.S. GAAP	W	379,623		W	478,932		W	823,477
Cash and cash equivalents at end of the year based on U.S GAAP										W	478,932		W	823,619		W	707,352


~~34.~~ (Note a)	~~ADDITIONAL DISCLOSURES REQUIRED BY~~The operation results of and cash flows from Helio LLC were presented as continued operation for U.S. GAAP purpose since the Company sold its investment in Helio LLC in exchange for 16.6% interest in Virgin Mobile USA Inc., which now operates Helio LLC essentially in the same manner.


a.	*~~Income Taxes~~*

~~Income tax expense under U.S. GAAP for the years ended December 31, 2005, 2006 and 2007 is as follows (in millions of Korean won) :~~

Year Ended December 31,
2005 2006 2007

Currently payable W 685,541 W 615,959 W 564,480
Deferred (18,422 ) 70,871 12,456

W 667,119 W 686,830 W 576,936

~~F-81~~F-91

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


34.	ADDITIONAL DISCLOSURES REQUIRED BY U.S. GAAP

a. Income Taxes

Income tax expense under U.S. GAAP for the years ended December 31, 2006, 2007 and 2008 is as follows (in millions of Korean won):

Year Ended December 31,
2006 2007 2008

Currently payable W 615,959 W 564,480 W 493,714
Deferred 70,871 12,456 (332,034 )

W 686,830 W 576,936 W 161,680

The difference between the actual income tax expense and the tax expense computed by applying the statutory Korean corporate income tax rates to income before taxes for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 is attributable to the following (in millions of Korean won):

Year Ended December 31, Year Ended December 31,
2005 2006 2007 2006 2007 2008

Income taxes at statutory income tax rate of 25% in 2005, 2006 and 2007 W 670,776 W 641,840 W 507,200
Income taxes at statutory income tax rate of 25% in 2006, 2007 and 2008 W 641,840 W 507,200 W 278,354
Resident surtax payable 67,078 64,184 50,720 64,184 50,720 27,835
Tax credit for investments, technology, human resource development and others (100,160 ) (110,785 ) (112,235 ) (110,785 ) (112,235 ) (158,681 )
Special surtax for agriculture and fishery industries
and other 18,850 20,183 18,370 20,183 18,370 23,296
Tax effect from statutory tax rate change — — (58,672 )
Undistributed earnings of subsidiaries 4,846 1,777 5,326 1,777 5,326 110
Other permanent differences 19,637 27,602 10,670 27,602 10,670 13,158
Change in valuation allowance (13,908 ) 42,029 96,885 42,029 96,885 36,280

Recorded income taxes W 667,119 W 686,830 W 576,936 W 686,830 W 576,936 W 161,680

Effective tax rate 24 .86 % 26 .75 % 28 .44 % 27.00 % 28.45 % 14.52 %

~~F-82~~F-92

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The tax effects of temporary differences that resulted in the deferred tax assets and liabilities at December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 computed under U.S. GAAP, and a description of the financial statement items that created these differences are as follows (in millions of Korean won):


	December 31,									December 31,
	2005			2006			2007			2006			2007			2008

Current :
Current:
Allowance for doubtful accounts	W	39,334		W	21,251		W	16,391		W	21,251		W	16,391		W	14,530
Write-off of doubtful accounts		9,239			—			—
Accrued interest income		(1,229	)		(1,544	)		(1,971	)		(1,544	)		(1,971	)		(1,594	)
Net operating loss carryforwards		17			1,121			2,081			1,121			2,081			1
Tax credit carryforwards		89			19			—			19			—			570
Accrued expenses and other		50,004			68,264			66,857			68,264			66,857			66,868

		97,454			89,111			83,358		W	89,111		W	83,358		W	80,375

Non-current :
Non-current:
Depreciation		(58,745	)		(64,915	)		(56,359	)		(64,915	)		(56,359	)		(33,262	)
Loss on impairment of investment securities		32,959			33,018			46,818			33,018			46,818			80,750
Equity in losses (earnings) of affiliates		(7,471	)		(28,232	)		(121,855	)		(28,232	)		(121,855	)		(20,151	)
Undistributed deficit of subsidiaries		13,732			(17,179	)		(23,464	)
Undistributed earnings of subsidiaries											(17,179	)		(23,464	)		(59,122	)
Tax free reserve for technology development		(211,208	)		(211,215	)		(151,259	)		(211,215	)		(151,259	)		(80,707	)
Tax free reserve for loss on disposal of treasury stock		(130,372	)		(70,396	)		(70,396	)		(70,396	)		(70,396	)		—
Unrealized gain (loss) on valuation of long-term investment securities (accumulated other comprehensive income)		15,996			(163,992	)		(523,761	)
Unrealized loss (gain) on valuation of long-term investment securities (accumulated other comprehensive income)											(163,992	)		(523,761	)		(77,738	)
Tax credit carryforwards		—			24			24			24			24			1,066
Net operating loss carryforwards		24,108			6,178			327			6,178			327			—
Deferred charges and other		(4,129	)		37,147			34,617			37,147			34,617			(55,013	)

		(325,130	)		(479,562	)		(865,308	)	W	(479,562	)	W	(865,308	)	W	(244,177	)

Total deferred tax liabilities	W	(227,676	)	W	(390,451	)	W	(781,950	)	W	(390,451	)	W	(781,950	)	W	(163,802	)

Effective January 1, 2007, ~~the Company~~we adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), which requires the use of a two-step approach for recognizing and measuring tax benefits taken or expected to be taken in a tax return and disclosures regarding uncertainties in income tax positions. The first step is recognition: we determine whether it is more likely than not that a tax position will be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. In evaluating whether a tax position has met the more-likely-than-not recognition threshold, we presume that the position will be examined by the appropriate taxing authority that has full knowledge of all relevant information. The second step is measurement: a tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured at the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. Differences between tax positions taken in a tax return and amounts recognized in the financial statements will generally result in one or more of the following: an increase in a liability for income taxes payable, a reduction of an income tax refund receivable, a reduction in a deferred tax asset, or an increase in a deferred tax liability.

As a result of the adoption of FIN 48, the Company recognized a ~~KRW~~ W3,842 million increase in the liability for unrecognized tax benefits, which was accounted for as a ~~KRW~~ W383 million increase to goodwill, aW8,908 million decrease to retained earnings and a W5,449 million net increase to deferred tax liabilities as of January 1, 2007. The

~~F-83~~F-93

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

~~KRW 8,908 million decrease to retained earnings and a KRW 5,449 million net increase to deferred tax liabilitiess as of January 1, 2007. The~~ total unrecognized tax benefits attributable to uncertain tax positions as of January 1, 2007 were ~~KRW~~ W9,565 million. Upon adoption, the total unrecognized tax benefits included items that would favorably affect the income tax provision by ~~KRW~~ W8,908 million, if recognized.

Effectively January 1, 2007, the Company adopted FIN 48, which prescribe the recognition, measurement and disclosure standards for uncertain in income tax positions.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the year ended December 31, 2007 and 2008 is as follows (in millions of Korean won):


	~~Amount~~

~~Balance at January 1, 2007~~	W	~~9,565~~
~~Gross increases for tax position of prior years~~		~~501~~
~~Gross decreases for tax position of prior years~~		~~(15~~	)
~~Gross decreases for tax position of current year~~		~~(62~~	)

~~Balance at December 31, 2007~~	W	~~9,989~~

2007 2008

Beginning of period W 9,565 W 9,989
Gross increases for tax position of prior years 501 186
Gross decreases for tax position of prior years (15 ) (2,629 )
Lapses of statues of limitations — (474 )
Gross increases for tax position of current year — 2,233
Gross decreases for tax position of current year (62 ) —

Ending of period W 9,989 W 9,305

Total unrecognized tax benefits at December 31, 2007 ~~is KRW~~ and 2008 are W9,212 million and W7,375 million, respectively, that, if recognized, would favorably affect the effective income tax rate. The remaining unrecognized tax benefits relate to temporary items that would not affect the effective income tax ~~rate and uncertain tax positions resulting from prior acquisitions which, pursuant to current purchase accounting tax rules, would adjust goodwill.~~rate.

The Company ~~recognize~~recognized any interest and penalties accrued related to unrecognized tax benefits in income tax expense. ~~During the year ended December 31, 2007, the Company recognized approximately KRW 1,016 million for the payment of interest and penalties.~~ The Company had approximately ~~KRW 3,961 million and KRW~~ W2,945 million for the payment of interest and penalties accrued in the balance sheet at January 1, 2007 and W3,961 million and W3,019 million in the balance sheet at December 31, 2007 and ~~January 1, 2007,~~2008, respectively.

It is expected that the amount of unrecognized tax benefits will also change for other reasons in the next 12 months; however, ~~the Company~~we do not expect ~~the~~that change to have a significant impact on our financial position or results of operations.

The Company files income tax returns in the Republic of Korea jurisdiction and also ~~file~~files income tax returns in a number of foreign jurisdictions. However, our foreign income tax activity has been immaterial. The ~~Korea~~ National Tax Service, or NTS, has effectively completed the examination of ~~the Company’s~~our returns in the Republic of Korea related to years prior to 2004.

In significant foreign jurisdictions, the ~~2002~~2004 through ~~2007~~2008 tax years generally remain subject to examination by their respective tax authorities.

~~F-84~~F-94

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


b.	*~~Information under U.S. GAAP with respect to Investments under SFAS No. 115~~*

b. Information under U.S. GAAP with respect to Investments under SFAS No. 115

Information with respect toavailable-for-sale andheld-to-maturity securities under SFAS No. 115 at December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 is as follows (in millions of Korean won):


			Gross		Gross										Gross		Gross
	Cost		Unrealized		Unrealized			Impairment			Fair		Cost		Unrealized		Unrealized			Impairment			Fair
	(Amortized Cost)		Gains		Losses			Losses			Value		(Amortized Cost)		Gains		Losses			Losses			Value

At December 31, 2005 :
At December 31, 2006:
Available-for-sale
Equity securities	W	465,244	W	173,960	W	(9,768	)	W	(60,838	)	W	568,598	W	348,077	W	440,148	W	—		W	(7,145	)	W	781,080
Debt securities		307,375		—		(217	)		(10,885	)		296,273		1,083,914		33,903		(46,107	)		(10,656	)		1,061,054
Held-to-maturity Securities		115		—		—			—			115
Held-to-maturity securities														134		—		—			—			134

	W	772,734	W	173,960	W	(9,985	)	W	(71,723	)	W	864,986	W	1,432,125	W	474,051	W	(46,107	)	W	(17,801	)	W	1,842,268

At December 31, 2006 :
At December 31, 2007:
Available-for-sale
Equity securities	W	469,754	W	462,521	W	—		W	(62,614	)	W	869,661	W	1,642,306	W	1,750,170	W	(683	)	W	(7,796	)	W	3,383,997
Debt securities		1,083,914		33,903		(46,107	)		(10,656	)		1,061,054		470,280		9,293		(439	)		(10,656	)		468,478
Held-to-maturity Securities		134		—		—			—			134
Held-to-maturity securities														94		—		—			—			94

	W	1,553,802	W	496,424	W	(46,107	)	W	(73,270	)	W	1,930,849	W	2,112,680	W	1,759,436	W	(1,122	)	W	(18,452	)	W	3,852,569

At December 31, 2007 :
At December 31, 2008:
Available-for-sale
Equity securities	W	1,805,795	W	1,758,674	W	(683	)	W	(63,264	)	W	3,500,522	W	1,878,049	W	681,260	W	(73	)	W	(208,453	)	W	2,350,783
Debt securities		470,280		9,293		(439	)		(10,656	)		468,478		5,696		—		—			(552	)		5,144
Held-to-maturity Securities		94		—		—			—			94
Held-to-maturity securities														112		—		—			—			112

	W	2,276,169	W	1,767,967	W	(1,122	)	W	(73,920	)	W	3,969,094	W	1,883,857	W	681,260	W	(73	)	W	(209,005	)	W	2,356,039

Gross proceeds from the sale ofavailable-for-sale securities were W~~71,308~~298,715 million, W~~298,715~~155 million and W~~155~~470,309 million for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively. Gross realized gains for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 wereW~~5,638 million,~~ W605 million, nil and ~~nil,~~W14,466 million, respectively. Gross realized losses for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 wereW~~37 million,~~ W30 million, W3 million and W3500 million, respectively.

Gross unrealized losses of W~~9,985~~46,107 million, W~~46,107~~1,122 million and W~~1,122~~73 million at December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 for which impairment has not been recognized, have been in a continuous unrealized loss position for less than twelve months.


c.	*~~Fair Value of Financial Instruments~~*

c. Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 for which it is practicable to estimate that ~~value :~~value:

Cash and Cash Equivalents, Accounts Receivable (trade and other), Short-term Loans, Accounts Payable and Short-term Borrowings

The carrying amount approximates fair value because of the short maturity of those instruments.

F-95

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Trading Securities and Long-term Investment Securities

For investments in non-listed companies’ stock, a reasonable estimate of fair value could not be made without incurring excessive costs. Additional information pertinent to these investments is provided in Note 4. The fair

~~F-85~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

value of investments in listed companies’ stock, public bonds, and other marketable securities are estimated based on quoted market prices for those or similar investments.

Long-term Bank Deposits

The carrying amount approximates fair value as such long-term bank deposits bear interest rates currently available for similar deposits.

Long-term Loans

The fair value of long-term loans is estimated by discounting the future cash flows using the current interest rate of time deposits with similar maturities.

Bonds Payable, Bonds with Stock Warrant, Convertible Bonds, Long-term Borrowings, Long-term Payable — Other and Obligation under Capital Leases

The fair value of these liabilities is estimated based on the quoted market prices for the same or similar issues or on the current interest rates offered for debt of the same remaining maturities.

The following summarizes the carrying amounts and fair values of financial instruments as of December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 (in millions of Korean won):


	2005				2006				2007				2006				2007				2008
	Carrying		Fair		Carrying		Fair		Carrying		Fair		Carrying				Carrying				Carrying
	Amount		Value		Amount		Value		Amount		Value		Amount		Fair		Amount		Fair		Amount		Fair
	(Note a)				(Note a)				(Note a)				(Note a)		Value		(Note a)		Value		(Note a)		Value

Financial assets:
Cash and cash equivalents and short-term financial instruments	W	486,215	W	486,215	W	576,017	W	576,017	W	956,441	W	956,441	W	576,017	W	576,017	W	956,441	W	956,441	W	914,228	W	914,228
Trading securities		777,472		777,472		665,312		665,312		635,434		635,434		665,312		665,312		635,434		635,434		367,002		367,002
Accounts receivable (trade and other)		3,038,936		3,038,936		3,065,481		3,065,481		2,642,195		2,642,195		3,065,481		3,065,481		2,642,195		2,642,195		2,893,283		2,893,283
Short-term loans		62,290		62,290		60,440		60,440		74,603		74,603		60,440		60,440		74,603		74,603		106,013		106,013
Investment securities:
Listed equity and debts		864,986		864,986		1,930,849		1,930,849		3,969,094		3,969,094		1,842,268		1,842,268		3,852,569		3,852,569		2,356,039		2,356,039
Non - listed equity		353,168		N/A		141,138		N/A		127,718		N/A
Non-listed equity and debts														141,138		N/A		128,718		N/A		75,028		N/A
Derivative instruments assets														16,660		16,660		16,227		16,227		318,373		318,373
Long-term bank deposits		1,479		1,479		10,430		10,430		15,512		15,512		10,430		10,430		15,512		15,512		75		75
Long-term loans		7,093		5,320		13,250		9,938		45,524		34,143		13,250		9,938		45,524		34,143		85,975		82,996

	W	5,591,639			W	6,462,917			W	8,466,521			W	6,390,996			W	8,367,223			W	7,116,016

Financial liabilities:
Accounts payable	W	1,094,855	W	1,094,855	W	1,224,536	W	1,224,536	W	1,241,935	W	1,241,935	W	1,224,536	W	1,224,536	W	1,241,935	W	1,241,935	W	1,107,202	W	1,107,202
Short-term borrowings		4,614		4,614		63,612		63,612		11,737		11,737		63,612		63,612		11,737		11,737		180,827		180,827
Derivative instruments liabilities														113,424		113,424		123,557		123,557		242,186		242,186
Bonds payable, long-term borrowings, convertible bonds, long-term payables — other and obligation under capital leases, including current portion		3,763,135		3,825,813		3,595,880		3,667,748		3,460,939		3,508,681		3,595,880		3,667,748		3,460,939		3,508,681		4,943,630		4,855,897

	W	4,862,604			W	4,884,028			W	4,714,611			W	4,997,452			W	4,838,168			W	6,473,845


(note a)	These carrying amounts represent the amounts determined under U.S. GAAP.

~~F-86~~F-96

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


d.	*~~Comprehensive Income~~*

Fair value hierarchy

On January 1, 2008, the Company adopted the provisions of SFAS No. 157, “Fair Value Measurements”, for all financial and nonfinancial assets and liabilities recognized at fair value in the consolidated financial statements on a recurring basis. The adoption of this statement did not change our previous accounting for financial assets and liabilities. The provisions of SFAS No. 157 will be applied to nonfinancial assets and liabilities that are recognized at fair value in the consolidated financial statements on a nonrecurring basis beginning January 1, 2009. Upon application of the remaining provisions of SFAS No. 157 on January 1, 2009, the Company will provide additional disclosures regarding our nonrecurring fair value measurements, including our annual impairment review of goodwill and intangible assets.

SFAS No. 157 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS No. 157 also establishes a three-tier fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following fair value hierarchy table presents information regarding our assets and liabilities measured at fair value on a recurring basis as of December 31, 2008 (in millions of Korean won):

December, 31,

2008 Level 1 Level 2 Level 3

Assets:
Trading securities W 367,002 W — W 367,002 W —
Available for sale securities:
Equity securities 2,350,783 2,350,783 — —
Debt securities 5,144 — 5,144 —
Held-to-maturity securities
112 — 112 —
Derivatives:
Currency swap 318,373 — 318,373 —

W 3,041,414 W 2,350,783 W 690,631 W —

Liabilities:
Derivatives:
Currency swap W 210,468 W — W 210,468 W —
Interest rate swap 31,718 — 31,718 —

W 242,186 W — 242,186 W —

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Securities
The Company classifies our securities within Level 1 of the valuation hierarchy where quoted prices are available in an active market. Level 1 securities include exchange-traded equities. The Company generally classifies our securities within Level 2 of the valuation hierarchy where quoted market prices are not available. If quoted market prices are not available, the Company determined the fair values of our securities using pricing

F-97

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

models, quoted prices of securities with similar characteristics or discounted cash flow models. These models are primarily industry-standard models that consider various assumptions, including time value and yield curve as well as other relevant economic measures.

Derivatives

The majority of our derivatives are valued using internal models that use as their basis readily observable marketing inputs, such as time value, forward interest rates, volatility factors, and current and forward market prices for foreign currency exchange rates. The Company generally classify these instruments within Level 2 of the valuation hierarchy. Such derivatives include interest rate swap, cross currency swaps and foreign currency derivatives.

SFAS No. 157 requires that the valuation of derivative liabilities must take into account the Company’s own non-performance risk. Effective January 1, 2008, the Company updated our derivative valuation methodology to consider our own non-performance risk and counterparty non-performance risk as observed through the credit default swap market and based on prices for recent trades.

d. Comprehensive Income

Comprehensive income for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 is as follows (in millions of Korean won):


	2005			2006			2007			2006			2007			2008

Net income	W	2,027,550		W	1,880,529		W	1,506,414		W	1,878,361		W	1,505,347		W	1,072,866

Other comprehensive income :
Other comprehensive income:
Available-for-sale securities
Unrealized gain on investment securities		34,915			284,359			1,914,596
Less impact of realized losses(gains)		(3,065	)		446			(557,346	)
Unrealized gain (loss) on investment securities											252,218			1,358,908			(1,080,978	)
Less impact of realized losses (gains)											446			(29,603	)		1,730
Tax effect		(8,808	)		(78,348	)		(420,244	)		(69,509	)		(369,853	)		292,840

Net change from available-for-sale securities		23,042			206,457			937,006			183,155			959,452			(786,408	)
Foreign-based operations’ translation adjustments		(1,792	)		(18,570	)		3,698			(18,570	)		3,698			64,807

Total other comprehensive income		21,250			187,887			940,704			164,585			963,150			(721,601	)

Comprehensive income	W	2,048,800		W	2,068,416		W	2,447,118		W	2,042,946		W	2,468,497		W	351,265


e.	*~~Goodwill and other intangible assets~~*

e. Goodwill and other intangible assets

On January 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets”. Under SFAS No. 142, goodwill and intangible assets with indefinite lives are no longer amortized, however, they will be subject to periodic impairment tests as prescribed by the statement and intangible assets that do not have indefinite

F-98

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

lives are amortized over their useful lives. The following tables present the additional disclosures required by this statement.

Goodwill

Changes in the carrying amount of goodwill under U.S. GAAP for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (in millions of Korean won):


	2005		2006			2007			2006			2007			2008

Beginning of period	W	3,408,989	W	3,418,212		W	3,419,114		W	3,418,212		W	3,419,114		W	3,599,135
Goodwill increase due to acquisition and subsidiary change during the period		9,223		13,426			180,145			13,426			180,145			923
Goodwill impairment losses		—		(12,524	)		—			(12,524	)		—			(107,138	)
Goodwill disposed of during the period		—		—			(124	)		—			(124	)		(55	)

Ending of period	W	3,418,212	W	3,419,114		W	3,599,135		W	3,419,114		W	3,599,135		W	3,492,865

~~F-87~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

Other Intangible Assets

The major components and average useful lives of other acquired intangible assets under U.S. GAAP are as follows (in millions of Korean won):


	December 31, 2005					December 31, 2006					December 31, 2007					December 31, 2006					December 31, 2007					December 31, 2008
								Accumulated					Accumulated										Accumulated					Accumulated
	Gross					Gross		Amortization			Gross		Amortization			Gross					Gross		Amortization			Gross		Amortization
	Carrying		Accumulated			Carrying		and			Carrying		and			Carrying		Accumulated			Carrying		and			Carrying		and
	Amount		Amortization			Amount		Impairment			Amount		Impairment			Amount		Amortization			Amount		Impairment			Amount		Impairment

Amortized intangible assets :
IMT license (13 years)	W	1,188,547	W	(188,193	)	W	1,188,547	W	(278,521	)	W	1,188,547	W	(368,849	)	W	1,188,547	W	(278,521	)	W	1,188,547	W	(368,849	)	W	1,188,547	W	(459,178	)
Customer lists (4 years)		99,783		(99,783	)		99,783		(99,783	)		106,783		(99,783	)
Customer relationship (4 years)																	99,783		(99,783	)		106,783		(99,783	)		106,783		(100,671	)
Software purchased (5 years)		496,373		(215,529	)		883,004		(310,184	)		1,083,552		(478,849	)		883,004		(310,184	)		1,083,552		(478,849	)		1,216,273		(604,412	)
Software development cost (5 years)		230,439		(164,448	)		242,164		(196,510	)		240,629		(223,508	)		242,164		(196,510	)		240,629		(223,508	)		207,294		(188,028	)
Other (2 to 20 years)		309,353		(75,528	)		308,747		(98,035	)		455,910		(134,349	)		308,747		(98,035	)		455,910		(134,349	)		377,121		(164,433	)

Total	W	2,324,495	W	(743,481	)	W	2,722,245	W	(983,033	)	W	3,075,421	W	(1,305,338	)	W	2,722,245	W	(983,033	)	W	3,075,421	W	(1,305,338	)	W	3,096,018	W	(1,516,722	)

Intangible asset amortization expense for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 wasW~~221,275 million,~~ W244,025 million, W332,056 million and W~~332,056~~426,760 million, respectively. It is estimated to be W~~339,522~~362,189 million, W~~315,900~~327,055 million, W~~285,112~~279,445 million, W~~232,895~~175,273 million and W~~138,492~~128,709 million for the years ending December 31, ~~2008,~~ 2009, 2010, 2011, 2012 and ~~2012,~~2013, respectively, primarily related to the IMT license, ~~customer lists~~software purchased and other.


f.	*~~Condensed Consolidated Income Statements under U.S. GAAP~~*

~~Condensed consolidated income statements under U.S.GAAP for the years ended December 31, 2005, 2006 and 2007 are as follows (in millions of Korean won) :~~

2005 2006 2007

Operating revenue:
Wireless services W 9,148,363 W 9,025,209 W 9,531,488
Interconnection 898,621 1,033,390 1,062,195
Digital handset sales 294,557 — 51,714
Other 359,911 483,203 566,989

Total operating revenue 10,701,452 10,541,802 11,212,386
Total operating expenses (7,847,705 ) (7,720,028 ) (9,144,306 )

Operating income 2,853,747 2,821,774 2,068,080
Other income (expenses), net (125,898 ) (135,726 ) (197,428 )

Income before income taxes and appropriate item below 2,727,849 2,686,048 1,870,652
Provision for income taxes (665,209 ) (673,330 ) (483,963 )
Minority interests in losses of consolidated subsidiaries 11,109 21,752 54,281
Equity in earnings of unconsolidated businesses (46,199 ) (153,941 ) 65,174

Net income W 2,027,550 W 1,880,529 W 1,506,144

~~F-88~~F-99

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


g.	*~~Segment~~*

f. Condensed Consolidated Income Statements under U.S. GAAP

Condensed consolidated income statements under U.S. GAAP for the years ended December 31, 2006, 2007 and 2008 are as follows (in millions of Korean won):

2006 2007 2008

Operating revenue:
Wireless services W 9,025,209 W 9,531,488 W 9,553,556
Interconnection 1,033,390 1,062,195 1,149,196
Digital handset sales — 51,714 16,425
Other 483,203 566,989 438,375

Total operating revenue 10,541,802 11,212,386 11,157,552
Total operating expenses (7,720,028 ) (9,144,306 ) (9,403,974 )

Operating income 2,821,774 2,068,080 1,753,578
Other income (expenses), net (135,742 ) (197,428 ) (556,072 )

Income before income taxes and appropriate item below 2,686,032 1,870,652 1,197,506
Provision for income taxes (673,330 ) (483,963 ) (132,494 )
Minority interests in losses of consolidated subsidiaries 21,752 54,281 121,129
Equity in earnings (loss) of unconsolidated businesses, net of income tax (156,093 ) 64,538 (113,275 )

Net income W 1,878,361 W 1,505,347 W 1,072,866

g. Segment

The Company has one operating segment, which is cellular telephone communication service. The Company does not deem each subsidiary to be a reportable segment as it does not meet any of the quantitative threshold in SFAS No. 131. Thus, management does not believe information about the subsidiaries segment would be useful to readers of the financial statements. The operating results of SK Telecom are reviewed by the Company’s chief operating decision maker on a combined basis that reflect the operating results of all service lines taken as a whole. In addition, discrete financial information is not available individually for expenses incurred in connection with providing cellular services, wireless internet, digital convergence, and other services provided by SK Telecom. Therefore, the Company has one reportable segment, cellular telephone communication service and all goodwill has been allocated to this segment.

h. ~~Supplemental Information relating to Cash Flows~~
h. Supplemental Information relating to Cash Flows

Supplemental Information relating to Cash Flows under ~~U.S.GAAP~~U.S. GAAP for the years ended December 31, ~~2005,~~ 2006, 2007 and ~~2007~~2008 are as follows (in millions of Korean won) :

2005 2006 2007 2006 2007 2008

Cash paid for interest (net of amounts capitalized) W 203,259 W 226,442 W 169,311 W 226,442 W 169,311 W 243,319
Cash paid for income taxes 588,296 660,188 591,672 660,188 591,672 422,506

F-100

SK TELECOM CO., LTD. AND SUBSIDIARIES


i.	*~~Accrued Severance Indemnities~~*

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

i. Accrued Severance Indemnities

The Company and certain subsidiaries expect to pay the following future benefits for the next 10 years to their employees upon their normal retirement age as follows (in millions of Korean won) :


Year Ending December 31,

2008	W	3,353
2009		653	W	1,492
2010		1,483		870
2011		1,026		1,890
2012		3,963		2,055
2013 ~ 2017		28,907
2013				1,373
2014~ 2018				28,468

Total	W	39,385	W	36,148

The above amounts were determined based on the employees’ current salary rates and the number of service years that will be accumulated upon their retirement date. These amounts do not include amounts that might be paid to employees that will cease working with the Company before their normal retirement age.


j.	*~~New Accounting Pronouncements~~*

j. New Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157 “Fair Value Measurement” which provides guidance for using fair value to measure assets and liabilities when required for recognition or disclosure purposes. SFAS No. 157 is intended to make the measurement of fair value more consistent and comparable and improve disclosures about these measures. Specifically, SFAS No. 157 (1) clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability, (2) establishes a fair value hierarchy that prioritizes the information used to develop those assumptions, (3) clarifies the information required to be used to measure fair value, (4) determines the frequency of fair value measures and (5) requires companies to make expanded disclosures about the methods and assumptions used to measure fair value and the fair value measurement’s effect on earnings. However, SFAS No. 157 does not expand the use of fair value to any new circumstances or determine when fair value should be used in the financial statements. SFAS No. 157 is effective for

~~F-89~~

~~SK TELECOM CO., LTD. AND SUBSIDIARIES~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)~~

financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years, with some exceptions. SFAS No. 157 is to be applied prospectively as of the first interim period for the fiscal year in which it is initially adopted, except for a limited form of retrospective application for some specific items. In February 2008, the FASB issued Staff Position No.~~No.~~ 157-1 “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purpose of Lease Classification or Measurement Under Statement 13” in order to amend SFAS No. 157 to exclude FASB Statement No. 13 Accounting for Leases” and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS 13. In addition, in February 2008, the FASB issued Staff PositionNo. 157-2 “Effective Date of FASB Statement No. 157” which defers the effective date of SFAS 157 to fiscal years beginning after November 15, 2008 for non-financial assets and non-financial liabilities, except for those that are recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually). The Company ~~is currently evaluating the impact that~~adopted SFAS No. 157,FSP 157-1 andFSP 157-2 ~~may have on consolidated~~in the 2008, the impact of which is disclosed in Note 34(c)Fair value of financial ~~statements.~~instruments.

In February 2007, the FASB issued SFAS No. 159 “The Fair Value Option for Financial Assets and Financial Liabilities, Including an Amendment of FASB Statement No. 115”. SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are required to be included in earnings. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value. SFAS No. 159 is effective for fiscal years beginning after

F-101

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

November 15, 2007. The ~~Company is currently evaluating the impact that~~adoption of SFAS No. 159 ~~may~~did not have a material impact on ~~consolidated~~the Company’s result of operations, cash flow or financial ~~statements.~~position.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) “Business Combinations” which replaces FASB Statement No. 141. SFAS No. 141(R) establishes principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS No. 141(R) also establishes disclosure requirements to enable the evaluation of the nature and financial effects of the business combination. SFAS No. 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is currently evaluating the potential impact, if any, the adoption of SFAS No. 141(R) may have on consolidated financial statements.

In December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in Consolidated Financial Statements — an amendment of Accounting Research Bulletin No. 51 (“SFAS ~~160”)~~160)”. SFAS 160 establishes accounting and reporting standards for ownership interests in subsidiaries held by parties other than the parent, the amount of consolidated net income attributable to the parent and to the non-controlling interest, ~~‘changes~~’changes in a parent’s ownership interest, and the valuation of retained non controlling equity investments when a subsidiary is deconsolidated. SFAS 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the non controlling owners. This statement is effective for usthe Company beginning January 1, 2009. ~~We are~~The Company is currently evaluating the potential impact of the adoption of SFAS 160 on our consolidated financial position, results of operations or cash flows.

On May 9, 2008, the FASB issued FASB Staff Position (FSP) APB14-1, ~~Accounting~~“Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)”. This FSP clarifies that convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) are not addressed by APB Opinion No. 14, Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants. Additionally, this FSP specifies that issuers of such instruments should separately account for the liability and equity components in a manner that will reflect the entity’s nonconvertible debt borrowing rate when interest cost is recognized in subsequent periods. This FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. The Company is currently evaluating the impact of adopting FSP APB 14 on the Company’s consolidated financial condition, operating results and cash flows.

In June 2008, the FASB ratified the consensus reached by the EITF on Issue07-5, “Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock” (Issue07-5). Under Issue07-5, an instrument (or embedded feature) would not be considered indexed to an entity’s own stock if its settlement amount is affected by variables other than those used to determine the fair value of a “plain vanilla” option or forward contract on equity shares, or if the instrument contains a feature (such as a leverage factor) that increases exposure to those variables. An equity-linked financial instrument (or embedded feature) would not be considered indexed to the entity’s own stock if the strike price is denominated in a currency other than the issuer’s functional currency. Issue07-5 is effective for the Company on January 1, 2009, and the Company is currently evaluating the impact of adopting Issue07-5 on the Company’s consolidated financial condition, operating results and cash flows.

In December 2008, the FASB issued FSPNo. FAS 140-4 andFIN 46R-8, “Disclosures by Public Entities (Enterprises) About Transfers of Financial Assets and Interests in Variable Interest Entities (“FSPNo. FAS 140-4 andFIN 46R-8”)”. FSPNo. FAS 140-4 andFIN 46R-8 amends the disclosure requirements of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and FIN 46R and is effective for the first reporting period ending after December 15, 2008, or December 31, 2008 for the Company. The adoption of FSPNo. FAS 140-4 andFIN 46R-8 did not have a material impact on the Company’s financial condition, results of operations or cash flows.

In January 2009, the FASB issued FSPNo. EITF 99-20-1, “Amendments to the Impairment Guidance of EITF IssueNo. 99-20 (“FSPNo. EITF 99-20-1”)”. FSPNo. EITF 99-20-1 amends the impairment guidance in EITFNo. 99-20 to align impairment guidance inEITF 99-20 with that in SFAS No. 115 and related impairment guidance.

~~F-90~~F-102

SK TELECOM CO., LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

FSPNo. EITF 99-20-1 applies to beneficial interests within the scope ofEITF 99-20 and is effective for periods ending after December 15, 2008, or December 31, 2008 for the Company. The adoption of FSPNo. EITF 99-20-1 did not have a material impact on the Company.

In April 2009, the FASB issued FSPNo. 141R-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP No. 141R-1”)”. FSPNo. 141R-1 amends and clarifies SFAS No. 141R, Business Combinations, to address application issues raised by preparers, auditors, and members of the legal profession on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. FSPNo. 141R-1 is effective for assets or liabilities arising from contingencies in business combinations for which the acquisition date is on or after the first annual reporting period beginning on or after December 15, 2008, or January 1, 2009 for the Company and had no impact on its financial condition, results of operations or cash flows.

In April 2009, the FASB issued FSPNo. FAS 115-2 andFAS 124-2. FSPNo. FAS 115-2 andFAS 124-2 amends theother-than-temporary impairment guidance in GAAP for debt securities and the presentation and disclosure requirements ofother-than-temporary impairments on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to other-than temporary impairments of equity securities. FSPNo. FAS 115-2 andFAS 124-2 is effective for interim reporting periods ending after June 15, 2009, or June 30, 2009 for the Company, with early adoption permitted. The Company did not early adopt this FSP. The Company expects the adoption of this standard to decrease the impact of impairments on its results of operations in future periods when compared to the impact the Company believes would have occurred without this new accounting standard. The Company is currently evaluating the impact of the adoption of FSPNo. FAS 115-2 andFAS 124-2 to its financial condition, results of operations and cash flows.

F-103


				Page

~~ITEM 10.~~Item 9.D. Selling Shareholders	~~ADDITIONAL INFORMATION~~				9593
Item 9.E. Dilution		93
Item 9.F. Expenses of the Issue		93
ITEM 10. ADDITIONAL INFORMATION		93
Item 10.A. Share Capital			~~Share Capital~~		9593
Item 10.B. Memorandum and Articles of Incorporation			~~Memorandum and Articles of Association~~		9593
Item 10.C. Material Contracts			~~Material Contracts~~		~~108~~106
Item 10.D. Exchange Controls			~~Exchange Controls~~		~~108~~106
Item 10.E. Taxation			~~Taxation~~		~~113~~111
Item 10.F. Dividends and Paying Agents			~~Dividends and Paying Agents~~		~~117~~115
Item 10.G. Statements by Experts			~~Statements by Experts~~		~~117~~115
Item 10.H. Documents on Display			~~Documents on Display~~		~~117~~115
Item 10.I. Subsidiary Information			~~Subsidiary Information~~		~~117~~115
ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK				~~117~~115
ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES				~~118~~116
ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES				~~119~~116
ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS				~~119~~116
ITEM 15.	CONTROLS AND PROCEDURES				~~119~~116
ITEM 16. RESERVED	~~RESERVED~~				~~120~~117
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT			~~AUDIT COMMITTEE FINANCIAL EXPERT~~		~~120~~117
Item 16B. CODE OF ETHICS			~~CODE OF ETHICS~~		~~120~~118
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES			~~PRINCIPAL ACCOUNTANT FEES AND SERVICES~~		~~120~~118
Item 16D.			EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		~~121~~118
Item 16E.			PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		119
Item 16G CORPORATE GOVERNANCE		120
ITEM 17. FINANCIAL STATEMENTS		121
ITEM ~~17.~~	18. FINANCIAL STATEMENTS				~~123~~
~~ITEM 18.~~	~~FINANCIAL STATEMENTS~~				~~123~~121
ITEM 19. EXHIBITS	~~EXHIBITS~~				~~123~~121
EX-1.1 ARTICLES OF INCORPORATION
EX-8.1 LIST OF SUBSIDIARIES
EX-12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302
EX-12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302
EX-13.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
EX-13.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350
~~EX-15.1 FRAMEWORK ACT ON TELECOMMUNICATIONS~~
~~EX-15.2 ENFORCEMENT DECREE OF THE FRAMEWORK ACT~~
~~EX-15.3 TELECOMMUNICATIONS BUSINESS ACT~~
~~EX-15.4 ENFORECMENT DECREE OF THE TELECOMMUNICATIONS BUSINESS ACT~~
~~EX-15.5 AMENDMENT TO THE GOVERNMENT ORGANIZATION ACT~~
EX-99.1 CONSENT OF DELOITTE ANJIN LLC


	•	our ability to anticipate and respond to various competitive factors affecting the wireless telecommunications industry, including new services that may be introduced, changes in consumer preferences, economic conditions and discount pricing strategies by competitors;

	•	our implementation of high-speed downlink packet access, or HSDPA, technology, high-speed uplink packet access, or HSUPA, technology and wireless broadband internet, or WiBro, technology;

	•	our plans ~~to spend approximately Won 1.75 trillion~~ for capital expenditures in ~~2008~~2009 for a range of projects, including investments in our backbone networks (and expansion of our WiBro network in particular), investments to improve our WCDMA network-based products and services, investments in our wireless Internet-related and convergence businesses and funding for mid-to long-term research and development projects, as well as other initiatives, primarily related to our ongoing businesses and in the ordinary course;

	•	our efforts to make significant investments to build, develop and broaden our businesses, including developing and providing wireless data, multimedia, mobile commerce and Internet services;

	•	our ability to comply with governmental rules and regulations, including the regulations of the KCC, related to telecommunications providers, rules related to our status as a “market-dominating business entity” under the Korean Monopoly Regulation and Fair Trade Act, or the Fair Trade Act, and the effectiveness of steps we have taken to comply with such regulations;

	•	our ability to manage effectively our bandwidth and to implement timely and efficiently new bandwidth-efficient technologies;

	•	our expectations and estimates related to interconnection fees; tariffs charged by our competitors; regulatory fees; operating costs and expenditures; working capital requirements; principal repayment obligations with respect to long-term borrowings, bonds and obligations under capital leases; and research and development expenditures and other financial estimates;

	•	the success of our various joint ventures and investments in other telecommunications service providers;

	•	our ability to successfully manage our ~~recent~~ acquisition in 2008 of an additional ~~38.6%~~38.7% stake in SK Broadband Co., Ltd. (formerly hanarotelecom ~~inc.~~incorporated), or SK Broadband, a fixed-line telecommunications operator and broadband Internet service provider; and

	•	the growth of the telecommunications industry in Korea and other markets in which we do business and the effect that economic, political or social conditions have on our number of subscribers, call volumes and results of operations.


*		The ~~conversion~~translation into Dollars was made at the rate of Won ~~935.8~~1,262.0 to US$1.00. See note 2(a) of the notes to our consolidated financial statements.

(1)		Includes revenues from SK Teletech Co., Ltd. of Won ~~612.0 billion for 2003, Won~~ 649.8 billion for 2004 and Won 294.6 billion for 2005 from the sale of digital handsets and Won ~~1,017.1 billion for 2003, Won~~ 849.4 billion for 2004, Won 898.6 billion for 2005, Won 1,033.4 billion for 2006, ~~and~~ Won 1,062.2 billion for 2007 and Won 1,149.2 billion for 2008 of interconnection revenue. Following our sale of a 60% equity interest in SK Teletech to Pantech & Curitel in July 2005, our equity interest in the company was reduced to 29.1% (which subsequently became a 22.7% interest in Pantech following the merger of SK Teletech into Pantech in December 2005) and SK Teletech ceased to be our consolidated subsidiary. Following the exclusion of SK Teletech from consolidation, we did not derive revenues from digital handset ~~sales until the inclusion of HELIO LLC, as our consolidated subsidiary, as of November 1, 2007. See “Item 4.B. Business Overview — Interconnection”.~~sales.

(2)		For more information about our other revenue, see “Item 5. Operating and Financial Review and Prospects” and “Item 4.B. Business Overview”.

(3)		As of January 1, 2007, we adopted Statements of Korean Accounting Standards, or SKAS No. 25. Pursuant to adoption of SKAS No. 25, net income is allocated to equity holders of the parent and minority interest. In addition, when a subsidiary is purchased during the fiscal year, the subsidiary’s statement of income is included in consolidation as though it had been acquired at the beginning of the fiscal year, and pre-acquisition earnings are presented as a separate deduction within the consolidated statements of income. The consolidated statements of income for the years ended December 31, ~~2005 and~~ 2006 appearing in our consolidated financial statements included elsewhere in this report have been reclassified in accordance with SKAS No. 25.

(4)		~~Income~~Adjusted to retroactively reflect our acquisition of an additional 38.7% equity stake in SK Broadband in March 2008, increasing our total equity interest in SK Broadband to 43.4%.

(5)		Net income per share ~~of common stock~~ is calculated by dividing net income attributable to majority interest by the weighted average number of shares outstanding during the period. Diluted net income per share ~~of common stock~~ is calculated by dividing adjusted net income by adjusted weighted average number of shares outstanding during the period, taking into account the issuance of convertible bonds in 2004, 2005, 2006, 2007 and ~~2007.~~2008.

~~(5)~~(6)		Working capital means current assets minus current liabilities.

~~(6)~~(7)		Our monetary assets and liabilities denominated in foreign currencies are valued at the exchange rate of ~~Won 1,198 to US$1.00 as of December 31, 2003,~~ Won 1,044 to US$1.00 as of December 31, 2004, Won 1,013 to US$1.00 as of December 31, 2005, Won 930 to US$1.00 as of December 31, 2006, ~~and~~ Won 938 to US$1.00 as of December 31, 2007 and Won 1,258 to US$1.00 as of December 31, 2008, the rates of exchange permitted under Korean GAAP as of those dates. See note 2(w) of the notes to our consolidated financial statements.

~~(7)~~(8)		EBITDA refers to income before interest income, interest expense, taxes, depreciation and amortization. EBITDA is commonly used in the telecommunications industry to analyze companies on the basis of operating ~~performance, leverage and liquidity.~~performance. Since the telecommunications business is a very capital intense business, capital ~~expenditures and level of debt and interest expenses may have a significant~~


	Past Six Months
	High		Low
	(Won per US$1.00)

December 2007		943		919
January 2008		953		935
February 2008		948		937
March 2008		1,021		947
April 2008		1,005		974
May 2008		1,047		1,004
June 2008 (through June 27, 2008)		1,044		1,016


(1)		The average rates for the annual periods were calculated based on the average noon buying rate on the last day of each month (or portion thereof) during the period. ~~The average rate for the monthly periods were calculated based on the average noon buying rate of each day of the month (or portion thereof).~~


(1)		Source: ~~KRNIC.~~NIDA.

(2)		Source: ~~MIC.~~KCC. Includes subscribers accessing Internet service using digital subscriber line, or xDSL, connections; cable modem connections; local area network, or LAN, connections; and satellite connections.


*		~~Mr. Young Ho Park is a non-standing director but not an independent director.~~


	Regular		Temporary
	Employees		Employees		Total

December 31, 2005		5,727		919		6,646
December 31, 2006		6,178		1,498		7,676
December 31, 2007		7,524		1,961		9,485


	Marketing		Production		Research		Support		New Business		Total

Regular Employees		2,105		2,842		470		1,225		882		7,524
Temporary Employees		888		662		24		279		108		1,961

Total		2,993		3,504		494		1,504		990		9,485


~~(a)~~		~~The SK Group is a group of affiliated entities. As of December 31, 2007, the ownership interests among the SK Group included, among others:~~


•		~~SK Holdings owned: 21.75% of SK Telecom, 31.18% of SK Energy, 40.47% of SK Networks, 42.50% of SKC and 72.13% of SK Shipping Co., Ltd.~~

•		~~SK Networks owned 1.34% of SK Telecom, 17.71% of SK Shipping, 0.02% of SK Engineering & Construction Co., Ltd., and 22.71% of SK Securities Co., Ltd.~~

•		~~SK Chemicals owned 58.03% of SK Engineering and Construction.~~

•		~~SKC owned 10.06% of SK Shipping and 12.41% of SK Securities.~~

•		~~SK C&C owned 25.42% of SK Holdings.~~

•		~~We owned 30.00% of SK C&C.~~


~~(b)~~		On February 25, 2008, SK Holdings purchased 1,085,325 of our common shares from SK Networks, increasing SK Holdings’ equity interest in us to 23.09% and decreasing SK Network’s equity interest in us to zero.


~~(2)~~		Represents shares owned by our employee stock ownership association. See “Item 6.D. Employees”. In January 2008, we sold an additional 208,326 of our treasury shares to our employee stock ownership association, increasing the number of shares held by the employee stock ownership association to 519,585 and reducing the number of shares held by us in treasury to 8,400,708.


	As of December 31,
Shareholder	2005				2006				2007
	(As a percentage of
	total issued shares)⁽¹⁾

SK Group		22	.79	%		23	.09	%		23	.09	%
SK Holdings⁽²⁾		21	.47			21	.75			21	.75
SK Networks⁽²⁾		1	.32			1	.34			1	.34
POSCO⁽³⁾		3	.64			2	.88			2	.88


(1)		Includes ~~8,662,415,~~ 8,526,252, 8,609,034 and ~~8,609,034~~8,707,696 shares held in treasury as of December 31, ~~2005,~~ 2006, 2007 and ~~2007,~~2008, respectively.

(2)		~~On February 25, 2008,~~SK Group’s ownership interest as of December 31, 2006 and December 31, 2007 consisted of the ownership interests of SK Holdings ~~purchased 1,085,325~~and SK Networks. SK Group’s ownership interest as of ~~our common shares from~~December 31, 2008 consisted of the ownership interest of SK ~~Networks, increasing SK Holdings’ equity interest in us to 23.09% and decreasing SK Network’s equity interest in us to zero.~~Holdings only.

(3)		POSCO acquired these shares in connection with our acquisition of a 27.7% equity interest in Shinsegi.


							Average Daily
							Trading Volume
							(Number of
Calendar Year	High⁽¹⁾		Low⁽¹⁾		Close		Shares)
	(Won per share)

2003		235,000		142,000		199,000		327,689
First Quarter		235,000		142,000		153,000		497,115
Second Quarter		210,000		157,500		204,000		298,346
Third Quarter		216,000		183,000		184,000		267,821
Fourth Quarter		212,500		185,000		199,000		247,332
2004		238,500		154,500		197,000		179,712
First Quarter		238,500		207,500		214,500		243,681
Second Quarter		213,000		179,000		190,000		188,095
Third Quarter		186,000		154,500		175,500		137,559
Fourth Quarter		205,000		174,500		197,000		151,903
2005		216,500		163,500		181,000		187,053
First Quarter		200,500		171,000		171,000		203,869
Second Quarter		192,500		163,500		182,000		137,021
Third Quarter		216,500		178,500		202,500		156,019
Fourth Quarter		209,500		181,000		181,000		249,550
2006		235,000		177,000		222,500		190,565
First Quarter		203,500		177,000		192,500		177,491
Second Quarter		235,000		190,000		204,000		216,607
Third Quarter		204,500		181,000		201,500		204,167
Fourth Quarter		233,000		195,000		222,500		163,534
2007		274,000		188,500		249,000		244,792
First Quarter		223,000		190,500		191,500		204,343
Second Quarter		215,000		188,500		213,000		223,604
Third Quarter		221,000		192,000		210,000		206,051
Fourth Quarter		274,000		204,500		249,000		343,354


	Prices⁽¹⁾
										Average Daily
										Trading Volume
										(Number of
Calendar Year	High⁽¹⁾			Low⁽¹⁾			Close			Shares)
	(US$ per ADS)									(Number of ADSs)

2003		21	.85		12	.83		18	.65		743,316
First Quarter		21	.85		12	.83		13	.62		971,259
Second Quarter		19	.40		14	.07		18	.86		723,959
Third Quarter		20	.83		17	.71		17	.84		724,406
Fourth Quarter		19	.90		17	.46		18	.65		564,023
2004		25	.01		17	.28		22	.25		911,823
First Quarter		25	.01		19	.43		21	.30		1,331,177
Second Quarter		21	.83		19	.15		20	.99		832,175
Third Quarter		20	.76		17	.28		19	.45		768,117
Fourth Quarter		23	.10		19	.30		22	.25		727,683
2005		23	.14		18	.96		20	.29		882,342
First Quarter		22	.19		19	.41		19	.72		798,390
Second Quarter		21	.84		18	.96		20	.40		618,870
Third Quarter		23	.14		20	.06		21	.84		1,071,227
Fourth Quarter		21	.95		19	.74		20	.29		1,039,398
2006		27	.70		20	.62		26	.48		866,527
First Quarter		24	.56		20	.62		23	.59		952,819
Second Quarter		27	.70		22	.54		23	.42		1,045,503
Third Quarter		24	.16		21	.14		23	.63		789,033
Fourth Quarter		27	.42		22	.89		26	.48		680,124


													Period Average														Period Average
													Dividend			Price											Dividend		Price
													Yield⁽¹⁾			Earnings											Yield(1)		Earnings
Year	Opening			High			Low			Closing			(%)			Ratio⁽²⁾			Opening		High		Low		Closing		(%)		Ratio(2)

1980		100	.00		119	.36		100	.00		106	.87		20	.9		2	.6		100.00		119.36		100.00		106.87		20.9		2.6
1981		97	.95		165	.95		93	.14		131	.37		13	.2		3	.1		97.95		165.95		93.14		131.37		13.2		3.1
1982		123	.60		134	.49		106	.00		127	.31		10	.5		3	.4		123.60		134.49		106.00		127.31		10.5		3.4
1983		122	.52		134	.46		115	.59		121	.21		6	.9		3	.8		122.52		134.46		115.59		121.21		6.9		3.8
1984		116	.73		142	.46		114	.37		142	.46		5	.1		4	.5		116.73		142.46		114.37		142.46		5.1		4.5
1985		139	.53		163	.37		131	.40		163	.37		5	.3		5	.2		139.53		163.37		131.40		163.37		5.3		5.2
1986		161	.40		279	.67		153	.85		272	.61		4	.3		7	.6		161.40		279.67		153.85		272.61		4.3		7.6
1987		264	.82		525	.11		264	.82		525	.11		2	.6		10	.9		264.82		525.11		264.82		525.11		2.6		10.9
1988		532	.04		922	.56		527	.89		907	.20		2	.4		11	.2		532.04		922.56		527.89		907.20		2.4		11.2
1989		919	.61		1,007	.77		844	.75		909	.72		2	.0		13	.9		919.61		1,007.77		844.75		909.72		2.0		13.9
1990		908	.59		928	.77		566	.27		696	.11		2	.2		12	.8		908.59		928.77		566.27		696.11		2.2		12.8
1991		679	.75		763	.10		586	.51		610	.92		2	.6		11	.2		679.75		763.10		586.51		610.92		2.6		11.2
1992		624	.23		691	.48		459	.07		678	.44		2	.2		10	.9		624.23		691.48		459.07		678.44		2.2		10.9
1993		697	.41		874	.10		605	.93		866	.18		1	.6		12	.7		697.41		874.10		605.93		866.18		1.6		12.7
1994		879	.32		1,138	.75		860	.47		1,027	.37		1	.2		16	.2		879.32		1,138.75		860.47		1,027.37		1.2		16.2
1995		1,013	.57		1,016	.77		847	.09		882	.94		1	.2		16	.4		1,013.57		1,016.77		847.09		882.94		1.2		16.4
1996		888	.85		986	.84		651	.22		651	.22		1	.3		17	.8		888.85		986.84		651.22		651.22		1.3		17.8
1997		653	.79		792	.29		350	.68		376	.31		1	.5		17	.0		653.79		792.29		350.68		376.31		1.5		17.0
1998		385	.49		579	.86		280	.00		562	.46		1	.9		10	.8		385.49		579.86		280.00		562.46		1.9		10.8
1999		587	.57		1,028	.07		498	.42		1,028	.07		1	.1		13	.5		587.57		1,028.07		498.42		1,028.07		1.1		13.5
2000		1,059	.04		1,059	.04		500	.60		504	.62		2	.1		12	.9		1,059.04		1,059.04		500.60		504.62		2.4		15.3
2001		520	.95		704	.50		468	.76		693	.70		1	.7		16	.4		520.95		704.50		468.76		693.70		1.7		29.3
2002		724	.95		937	.61		584	.04		829	.44		1	.6		15	.2		724.95		937.61		584.04		829.44		1.8		15.6
2003		635	.17		822	.16		515	.24		810	.71		2	.0		11	.8		635.17		822.16		515.24		810.71		2.1		10.1
2004		821	.26		936	.06		719	.59		895	.92		2	.0		13	.8		821.26		936.06		719.59		895.92		2.1		15.8
2005		893	.71		1,379	.37		870	.84		1,379	.37		1	.8		10	.6		893.71		1,379.37		870.84		1,379.37		1.7		11.0
2006		1,389	.27		1,464	.70		1,192	.09		1,434	.46		1	.7		11	.4		1,389.27		1,464.70		1,192.09		1,434.46		1.7		11.4
2007		1,435	.26		2,064	.85		1,355	.79		1,897	.13		1	.4		16	.8		1,435.26		2,064.85		1,355.79		1,897.13		1.4		16.8
2008 (through June 26)		1,853	.45		1,888	.88		1,574	.44		1,717	.66		1	.6		14	.7
2008																				1,853.45		1,888.88		938.75		1,124.47		2.6		9.0
2009 (through June 19)																				1,157.40		1,435.70		1,018.81		1,383.34		2.2		12.0


(1)		Dividend yields are based on daily figures. Before 1983, dividend yields were calculated at the end of each month. Dividend yields after January 3, 1984 include cash dividends only.

(2)		The price to earnings ratio is based on figures for companies that record a profit in the preceding year.


Previous Day’s Closing Price W	Rounded Down to W

Less than 5,000	W	5
5,000 to less than 10,000		10
10,000 to less than 50,000		50
50,000 to less than 100,000		100
100,000 to less than 500,000		500
500,000 or more		1,000


Number			Description

	1	.1*	Memorandum and Articles of Association
	2	.1*	Deposit Agreement dated as of May 31, 1996, as amended by Amendment No. 1 dated as of March 15, 1999, Amendment No. 2 dated as of April 24, 2000 and Amendment No. 3 dated as of July 24, 2002, entered into among SK Telecom Co., Ltd., Citibank, N.A., as Depositary, and all Holders and Beneficial Owners of American Depositary Shares
	8	.1	List of Subsidiaries of SK Telecom Co., Ltd.
	12	.1	Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12	.2	Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	13	.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	13	.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	15	.1	Framework Act on Telecommunications, as amended (English translation)
	15	.2	Enforcement Decree of the Framework Act on Telecommunications, as amended (English translation)
	15	.3	Telecommunications Business Act, as amended (English translation)
	15	.4	Enforcement Decree of the Telecommunications Business Act (English translation)
	15	.5	Amendment to the Government Organization Act
	99	.1	Consent of Deloitte Anjin LLC


							Translation into
							U.S. Dollars
	Korean Won						(Note 2)
	December 31,		December 31,		December 31,		December 31,
	2006		2007		2008		2008
	(In millions)						(In thousands)

ASSETS
CURRENT ASSETS :
Cash and cash equivalents, net of government subsidy of nil, W142 million and W127 million as of December 31, 2006, 2007 and 2008 (Notes 2, 13 and 29)	W	485,972	W	885,847	W	1,011,340	$	801,379
Short-term financial instruments (Notes 21 and 22)		98,085		148,103		368,490		291,989
Short-term investment securities (Notes 2 and 4)		665,647		736,643		372,913		295,494
Accounts receivable — trade, net of allowance for doubtful accounts of W106,737 million, W93,551 million and W150,320 million as of December 31, 2006, 2007 and 2008 (Notes 2, 13 and 24)		1,800,606		1,774,935		1,900,002		1,505,548
Short-term loans, net of allowance for doubtful accounts of W9,629 million, W6,845 million and W7,599 million as of December 31, 2006, 2007 and 2008 (Notes 2, 6 and 13)		69,745		84,570		119,087		94,364
Accounts receivable — other, net of allowance for doubtful accounts of W31,233 million, W28,649 million and W30,357 million as of December 31, 2006, 2007 and 2008 and present value discount of W27,314 million as of December 31, 2008 (Notes 2, 13 and 24)		1,305,284		948,322		1,346,056		1,066,605
Inventories (Notes 2, 3 and 23)		19,778		47,052		34,974		27,713
Prepaid expenses		116,727		108,552		127,432		100,976
Current deferred income tax assets, net (Notes 2 and 17)		49,940		36,383		27,786		22,017
Currency swap (Notes 2 and 27)		16,660		—		8,236		6,526
Advanced payments and other		35,518		42,665		106,131		84,098

Total Current Assets		4,663,962		4,813,072		5,422,447		4,296,709

NON-CURRENT ASSETS:
Property and equipment, net (Notes 2, 7, 12, 22, 23 and 24)		4,507,335		4,969,354		7,437,689		5,893,573
Intangible assets, net (Notes 2, 8 and 12)		3,518,411		3,433,962		3,978,145		3,152,254
Long-term financial instruments (Note 21)		10,445		15,535		114		90
Long-term investment securities (Notes 2 and 4)		2,475,418		5,058,519		3,105,295		2,460,614
Equity securities accounted for using the equity method (Notes 2 and 5)		750,921		350,966		898,512		711,975
Long-term loans, net of allowance for doubtful accounts of W19,117 million, W23,079 million and W26,376 million as of December 31, 2006, 2007 and 2008 (Notes 2 and 6)		18,569		84,906		155,360		123,106
Long-term accounts receivable — other, net of present value discount of W45,464 million as December 31, 2008 (Note 2)		—		—		572,139		453,359
Guarantee deposits (Notes 13 and 24)		139,619		148,987		239,480		189,762
Long-term currency swap (Notes 2 and 27)		—		13,057		494,711		392,006
Long-term interest rate swap (Notes 2 and 27)		—		3,170		—		—
Non-current deferred income tax assets (Notes 2 and 17)		2,655		7,286		4,948		3,921
Other		152,633		150,121		164,831		130,611

Total Non-Current Assets		11,576,006		14,235,863		17,051,224		13,511,271

TOTAL ASSETS	W	16,239,968	W	19,048,935	W	22,473,671	$	17,807,980


	Acquisition
	Cost at		Fair Value at
	December 31,		December 31,		Carrying Amount
	2007		2007		2005		2006		2007
									(Note a)

Stocks	W	—	W	—	W	12	W	12	W	—
Beneficiary certificates		636,509		635,434		777,460		665,300		635,434

Total	W	636,509	W	635,434	W	777,472	W	665,312	W	635,434


~~(note a)~~	~~The difference between the fair value and the acquisition cost of trading securities amounting to~~ W~~1,075 million as of December 31, 2007 was accounted for as gain on valuation of trading securities of~~ W~~128 million and loss on valuation of trading securities of~~ W~~1,203 million.~~


	Acquisition Cost		Fair Value
	at December 31,		at December 31,		Carrying Amount
	2008		2008		2006		2007		2008

Trading securities(Note)	W	376,563	W	367,001	W	665,312	W	635,434	W	367,001
Current portion of long-term investment securities		7,545		5,912		335		101,209		5,912

Total	W	384,108	W	372,913	W	665,647	W	736,643	W	372,913


*~~b-(1).~~* (Note)	*~~Available-for-sale Equity Securities~~*	The Company’s trading securities are all beneficiary certificates as of December 31, 2008, and the difference between the fair value and acquisition cost was recorded in other expenses as loss on valuation of short-term investment securities.


(note a)	the first quarter of 2008, the Company acquired additional 91,406,249 shares of SK Broadband Co., Ltd. (formerly hanarotelecom incorporated) common stock which increased the Company’s ownership from 4.6% to 43.4%. As the Company’s ownership in such investees increased to more than 20% and the Company can exercise significant influence, the investment in common stock of SK Broadband Co., Ltd. was included in the consolidation of accompanying financial statement.

	~~(note a)~~		The common stocks of eXtended Computing Environment Co., Ltd. were newly listed on the Korea Securities Dealers Automated Quotation in the Korea Stock Exchange during the year ended December 31, 2006.
	(note b)		~~The common stocks of nTels Co., Ltd. were newly listed on the Korea Securities Dealers Automated Quotation in the Korea Stock Exchange during the year ended December 31, 2007.~~
	~~(note c)~~		In accordance with the resolution of the Company’s board of directors ofon August 20, 2007, convertible bonds of China Unicom Ltd. were converted into common ~~stocks~~stock and reclassified to ~~available-for-sale~~available-for sale equity securities from available-for-sale debt securities. And, the related gain on conversion of convertible bonds of W373,140 million was recorded during the year ended December 31, 2007.

(note d)c)		~~The Company recorded its investments in~~As the common ~~stock~~stocks of LG Powercomm Co., Ltd. were listed on the stock Market of Korea Exchange during the year ended December 31, 2008, the Company recorded the investment at its ~~fair~~market value ~~which was estimated by assistance of an outside professional valuation company using the present value technique. The unrealized loss on valuation of investments amounting to~~ W~~163,113 million,~~ W~~159,873 million and~~ W~~150,820 million~~ as of December 31, ~~2005, 2006~~2008. In addition, as the difference between the market value and ~~2007, respectively, were~~carrying value of the


	(note a)		The maturities of public bonds as of December 31, ~~2007~~2008 are within 1 year for W~~50,145~~159 million, ~~and~~ within 5 years for W~~1,208~~1,089 million and over 5 years for W12 million.

(note b)		~~The maturities of currency~~Currency stabilization bonds ~~as of~~were fully redeemed at their maturities for the year ended December 31, ~~2007 are within 1 year.~~2008.

(note c)		The maturities of bond-type beneficiary certificates as of December 31, 2008 are within 1 year.


				Acquisition Cost at
				December 31,		Carrying Amount
	Maturity			2008		2006			2007		2008

Public bonds		(note a	)	W	113	W	146		W	94	W	113
Less current portion of held-to-maturity securities							(79	)		—		(1	)

Long-term held-to-maturity securities						W	67		W	94	W	112


(note a)	The maturities of public bonds as of December 31, 2008 are within 1 year for W~~1,251~~1 million, ~~and~~ within 5 years for W~~359,390~~51 million and within 10 years for W61 million.
	~~(note d)~~	~~The convertible bonds of Real Telecom Co., Ltd. with a principal amount of~~ W~~10,656 million can be converted into 371,018 shares of common stock of Real Telecom Co., Ltd. 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 prior to December 31, 2004.~~
	~~(note e)~~	In accordance with the resolution of the Company’s board of directors of August 20, 2007, convertible bonds of China Unicom Ltd. were converted into its common stocks and reclassified to available-for-sale equity securities from available-for-sale debt securities. As a result of such conversion, the Company recorded gain on conversion of convertible bonds of W~~373,140 million for the year ended December 31, 2007.~~
	~~(note f)~~	~~On October 11, 2006, the Company purchased convertible bonds of Eonex Technologies, Inc. at principal amount of~~ W~~1,000 million. Such convertible bonds can be converted into 7,142 shares of common stock of Eonex Technologies, Inc. at~~ W140,000 per share during the period from April 1, 2007 to October 11, 2008. Unless either early redeemed or converted, the notes are redeemable at 106% of the principal amount at maturity. If all such bonds are converted, the Company’s equity interest in Eonex Technologies, Inc. will increase to 12.9%.
	~~(note g)~~	SK Communications Co., Ltd., a subsidiary of SK Telecom purchased convertible bonds of Empas Corp. on October 19, 2006. On November 1, 2007, SK Communications Co., Ltd. merged Empas Corp., and the convertible bonds of Empas Corp. were totally retired.


	~~(note a)~~			~~The maturities of public bonds as of December 31, 2007 are within 5 years for~~ W~~31 million and within 10 years for~~ W~~63 million.~~