As filed with the Securities and Exchange Commission on April 29, 201627, 2018

 

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 20-F

 

 

(Mark One)

 

 ¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

 þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

     For the fiscal year ended December 31, 20152017

OR

 

 ¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

 ¨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            

Commission file number1-14418

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)

SKSK T-Tower

65, Eulji-ro,Jung-gu, Seoul, Korea

(Address of principal executive offices)

Ms. Tae HeeMin Joo Kim

65, Eulji-ro,Jung-gu, Seoul, Korea

Telephone No.:82-2-6100-2114

Facsimile No.:82-2-6100-7830

(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

 

Name of Each Exchange on Which Registered

American Depositary Shares, each representing

one-ninth of one share of Common Stock

 New York Stock Exchange

Common Stock, par value 500₩500 per share

 New York Stock 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.

70,609,160 shares of common stock, par value500 per share (not including 10,136,551 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.Yesþ  ☑    No¨  ☐

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¨  ☐    Noþ  ☑

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.    Yesþ  ☑    No¨  ☐

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¨  ☐    No¨  ☐

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

Large accelerated filer  þ            Accelerated filer  ¨            Non-accelerated            Non-accelerated filer  ¨            Emerging growth company  

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

U.S. GAAP  ¨     International Financial Reporting Standards as issued by the International Accounting Standards Board  þ     Other  ¨

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark which financial statement item the registrant has elected to follow.Item 17  ¨    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¨  ☐    Noþ  ☑

 

 

 

 


TABLE OF CONTENTS

 

Page

CERTAIN DEFINED TERMS AND CONVENTIONS USED IN THIS ANNUAL REPORT

   1 

FORWARD-LOOKING STATEMENTS

   1 

PARTPart I

   43 

Item 1.

 

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

   43 

Item 1.A.

 

Directors and Senior Management

   43 

Item 1.B.

 

Advisers

   43 

Item 1.C.

 

Auditors

   43 

Item 2.

 

OFFER STATISTICS AND EXPECTED TIMETABLE

   43 

Item 3.

 

KEY INFORMATION

   43 

Item 3.A.

 

Selected Financial Data

   43 

Item 3.B.

 

Capitalization and Indebtedness

   76 

Item 3.C.

 

Reasons for the Offer and Use of Proceeds

   76 

Item 3.D.

 

Risk Factors

   86 

Item 4.

 

INFORMATION ON THE COMPANY

   2221 

Item 4.A.

 

History and Development of the Company

   2221 

Item 4.B.

 

Business Overview

   2523 

Item 4.C.

 

Organizational Structure

   4743 

Item 4.D.

 

Property, Plants and Equipment

   4744 

Item 4A.4.E.

 

UNRESOLVED STAFF COMMENTS

   4844 

Item 5.

 

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

   4844 

Item 5.A.

 

Operating Results

   4844 

Item 5.B.

 

Liquidity and Capital Resources

   6157 

Item 5.C.

 

Research and Development, Patents and Licenses, etc.

64

Item 5.D.

Trend Information

65

Item 5.E.

Off-Balance Sheet Arrangements

65

Item 5.F.

Tabular Disclosure of Contractual Obligations

65

Item 5.G.

Safe Harbor

65

Item 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

65

Item 6.A.

Directors and Senior Management

65

Item 6.B.

Compensation

67

Item 6.C.

Board Practices

   68 

Item 5.D.6.D.

 

Trend InformationEmployees

   69 

Item 5.E.6.E.

 

Off-Balance Sheet ArrangementsShare Ownership

69

Item 5.F.

Tabular Disclosure of Contractual Obligations

69

Item 5.G.

Safe Harbor

69

Item 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

69

Item 6.A.

Directors and Senior Management

69

Item 6.B.

Compensation

   70 

Item 6.C.7.

 

Board PracticesMAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

   7170 

Item 6.D.7.A.

 

EmployeesMajor Shareholders

70

Item 7.B.

Related Party Transactions

   72 

Item 6.E.7.C.

 

Share OwnershipInterests of Experts and Counsel

   7372 

Item 7.8.

 

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONSFINANCIAL INFORMATION

   7372 

Item 7.A.8.A.

 

Major ShareholdersConsolidated Statements and Other Financial Information

   7372 

Item 7.B.8.B.

 

Related Party TransactionsSignificant Changes

   75 

Item 7.C.9.

 

Interests of Experts and CounselTHE OFFER AND LISTING

   75 

Item 8.9.A.

 

FINANCIAL INFORMATIONOffering and Listing Details

   75 

Item 8.A.9.B.

 

Consolidated Statements and Other Financial InformationPlan of Distribution

   75 

Item 8.B.9.C.

 

Significant ChangesMarkets

   78

Item 9.

THE OFFER AND LISTING

78

Item 9.A.

Offering and Listing Details

78

Item 9.B.

Plan of Distribution

78

Item 9.C.

Markets

7875 

Item 9.D.

 

Selling Shareholders

   8583 

Item 9.E.

 

Dilution

   8583 

Item 9.F.

 

Expenses of the Issue

   8583 

Item 10.

 

ADDITIONAL INFORMATION

   8583 

Item 10.A.

 

Share Capital

   8583

Item 10.B.

Material Contracts

96 

 

(i)


Page

Item 10.B.

Memorandum and Articles of Association

85

Item 10.C.

 

Material ContractsExchange Controls

   9896 

Item 10.D.

 

Exchange ControlsTaxation

   98100 

Item 10.E.

 

TaxationDividends and Paying Agents

   102105 

Item 10.F.

 

Dividends and Paying AgentsStatements by Experts

   106105 

Item 10.G.

 

Statements by ExpertsDocuments on Display

   106105 

Item 10.H.

 

Documents on DisplaySubsidiary Information

   106

Item 10.I.

Subsidiary Information

106105 

Item 11.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK105

Item 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

   107 

Item 12.12.A.

 

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIESDebt Securities

107

Item 12.B.

Warrants and Rights

107

Item 12.C.

Other Securities

107

Item 12.D.

American Depositary Shares

107

Part II

   108 

Item 12.A.13.

 

Debt SecuritiesDEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

   108 

Item 12.B.

Warrants and Rights

108

Item 12.C.

Other Securities

108

Item 12.D.

American Depositary Shares

108

PART II

110

Item 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

110

Item 14.

 MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS108

Item 15.

CONTROLS AND PROCEDURES

108

Item 16.

RESERVED

109

Item 16.A.

AUDIT COMMITTEE FINANCIAL EXPERT

109

Item 16.B.

CODE OF ETHICS

109

Item 16.C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

109

Item 16.D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES   110 

Item 15.16.E.

 

CONTROLS AND PROCEDURES

110

Item 16.

RESERVED

111

Item 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

111

Item 16B.

CODE OF ETHICS

111

Item 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

111

Item 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES112

Item 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS   112110 

Item 16F.16.F.

 

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

110

Item 16.G.

CORPORATE GOVERNANCE

110

Item 16.H.

MINE SAFETY DISCLOSURE

111

Part III

111

Item 17.

FINANCIAL STATEMENTS

111

Item 18.

FINANCIAL STATEMENTS

   112 

Item 16G.19.

 

CORPORATE GOVERNANCEEXHIBITS

112

Item 16H.

MINE SAFETY DISCLOSURE

113

PART III

   113 

Item 17.

FINANCIAL STATEMENTS

113

Item 18.

FINANCIAL STATEMENTS

114

Item 19.

EXHIBITS

114

EX-1.1EX-8.1

   

EX-8.1EX-12.1

   

EX-12.1EX-12.2

   

EX-12.2EX-13.1

   

EX-13.1EX-13.2

   

EX-13.2EX-15.3

   

EX-15.1

EX-15.3

EX-15.4

EX-15.5

   

 

(ii)


CERTAIN DEFINED TERMS AND CONVENTIONS USED IN THIS ANNUAL REPORT

All references to “Korea” contained in this annual 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,” or “our” 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 “MHz” contained in this annual report 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 “Mbps” shall mean one million bits per second and all references to “Gbps” shall mean one billion bits per second. All references to “GB” shall mean gigabytes, which is one billion bytes. Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

All references to “Won,” or “₩” in this annual report are to the currency of Korea, all references to “Dollars”, “U.S. dollar” or “US$” are to the currency of the United States of America all references to “CHF” or “Franc” are to the currency of Switzerland, all references to “MYR” are to the currency of Malaysia,and all references to “euro” or “€” are to the currency of the European Union and all references to “Australian Dollars” or “AUD” are to the currency of the Commonwealth of Australia.Union.

Pursuant to amendments to the Government Organization Act and the Act on the Establishment and Operation of Korea Communications Commission, both effective as of March 23, 2013, theThe Ministry of Science and ICT and Future Planning (the “MSIP”“MSIT”) was established. The MSIP is charged with regulating information and telecommunications which function was formerly performed byand the Korea Communications Commission (the “KCC”) under the previous Government. The KCC, which had taken over the regulatory functions relating to information and telecommunications policies and radio and broadcasting management from the Ministry of Information and Communication (the “MIC”) in 2008, is currently charged with regulating the public interest aspects of and fairness in broadcasting. In this annual report, we refer to the MIC and the KCC as the relevant governmental authorities in connection with any approval granted or action taken by the MIC or the KCC, as applicable, prior to such amendments and to the MSIP or other relevant governmental authority in connection with any approval granted or to be granted or action taken or to be taken by the MSIP or such other relevant governmental authority subsequent to such amendments.

Subscriber information for the wireless and fixed-line telecommunications industry set forth in this annual report are derived from information published by the MSIPMSIT unless expressly stated otherwise.

The consolidated financial statements included in this annual report are prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (the “IASB”). As such, we make an explicit and unreserved statement of compliance with IFRS, as issued by the IASB, with respect to our consolidated financial statements as of December 31, 20152017 and 2014,2016, and for the years ended December 31, 2015, 2014,2017, 2016 and 20132015 included in this annual report.

In accordance with rule amendments adopted by the U.S. Securities and Exchange Commission (the “SEC”), which became effective on March 4, 2008, we are not required to provide a reconciliation to generally accepted accounting principles in the United States, or U.S. GAAP.

Unless expressly stated otherwise, all financial data included in this annual report are presented on a consolidated basis.

FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements,” as defined in Section 27A of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (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 telecommunications industry, including new services that may be introduced, changes in consumer preferences, economic conditions and discount pricing strategies by competitors;

 

our implementation of long-term evolution (“LTE”) technology, long-term evolution advanced(“LTE-A”) technology and the next-generation wireless technology, which we call “5G” technology;

our plans for capital expenditures in 20162018 for a range of projects, including investments to improve and expand our LTE network andLTE-A services, investments to improve and expand ourWi-Fi network, investments to develop our Internet of Things (“IoT”) solutions and platform services business portfolio, including artificial intelligence solutions, investments in research and development of 5G technology, investments in businesses that can potentially leverage our future 5G network, and funding formid- to long-term research and development projects, as well as other initiatives, primarily related to the development of new growth engines,businesses, as well as initiatives related to our ongoing businesses in the ordinary course;

 

our efforts to make significant investments to build, develop and broaden our businesses, including developing our three next-generation growth platforms, Internet of Things (“IoT”)businesses in IoT solutions, lifestyle enhancementmedia and advanced media;

e-commerce and other innovative products and services offered through our platform services, including artificial intelligence solutions;

 

our ability to comply with governmental rules and regulations, including the regulations of the Government related to telecommunications providers, the Mobile Device Distribution Improvement Act (“MDDIA”), rules related to our status as a “market-dominating business entity” under the Korean Monopoly Regulation and Fair Trade Act (the “Fair Trade Act”) and the effectiveness of steps we have taken to comply with such regulations;

 

our ability to effectively manage our bandwidth and to timely and efficiently implement new bandwidth-efficient technologies and our intention to participate in, and acquire additional bandwidth pursuant to, frequency bandwidth auctions held by the MSIP;

MSIT;

 

our expectations and estimates related to interconnection fees, rates 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;

our ability to successfully manage our acquisition in 2012 of a stake ininvestments, including SK hynixHynix, Inc. (known as Hynix Semiconductor Inc. at the time of such acquisition, “SK Hynix”), a memory-chip maker;

 

our ability to successfully complete the acquisition of a stake in CJ HelloVision Co., Ltd. (“CJ HelloVision”), a fixed-line cable TV broadcast service provider, and integrate CJ HelloVision’s business with that of SK Broadband Co., Ltd. (“SK Broadband”);

our ability to successfully attract and retain subscribers; 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 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 annual 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.

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.Auditors

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 annual report. The selected consolidated financial data set forth below as of and for each of the five years ended December 31, 2015, 2014, 2013, 2012 and 20112017 have been derived from our audited consolidated financial statements and related notes thereto, which have been prepared in accordance with IFRS as issued by the IASB.

In addition to preparing consolidated financial statements in accordance with IFRS as issued by the IASB included in this annual report, we also prepare financial statements in accordance with Korean International Financial Reporting Standards(“K-IFRS”) as adopted by the Korean Accounting Standards Board (the “KASB”), which we are required to file with the Financial Services Commission of Korea (the “FSC”) and the Korea Exchange Inc. (the “Korea Exchange”) under the Financial Investment Services and Capital Markets Act (the “FSCMA”). English translations of such financial statements are furnished to the SEC on Form 6-K. Beginning with our financial statements prepared in accordance with K-IFRS as of and for the year ended December 31, 2012, we are required to adopt certain amendments to K-IFRS No. 1001, Presentation of Financial Statements, as adopted by the KASB in 2012. The amendments require6-K.K-IFRS requires operating income,profit, which is calculated as operating revenue less operating expense, to be separately presented on the consolidated statement of income.Operating expense represents expenses incurred in our main operating activities and includes cost of products that have been resold and selling, general and administrative expenses.

In our consolidated statements of income prepared in accordance with IFRS as issued by the IASB included in this annual report, such changes in presentation were not adopted. As a result, the The presentation of operating incomeprofit in our consolidated statements of income prepared in accordance with IFRS as issued by the IASB included in this annual report differs from the presentation of operating incomeprofit in the consolidated statements of income prepared in accordance withK-IFRS for the corresponding periods.periods in certain respects. For additional information, see “Item 5.A. Operating Results — Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS.”

  Year Ended December 31, 
  2015  2014  2013  2012  2011 
  (In billions of Won, except per share and number of shares data) 

STATEMENT OF INCOME DATA

     

Operating Revenue and Other Income

 17,167.6      17,220.3      16,677.0      16,343.3      15,852.8     

Revenue

  17,136.7    17,163.8    16,602.1    16,141.4    15,803.2  

Other income

  30.9    56.5    74.9    201.9    49.6  

Operating Expense

  15,672.2    15,612.4    15,098.6    14,605.6    13,690.1  

Operating Income

  1,495.4    1,607.8    1,578.4    1,737.6    2,162.7  

Profit before Income Tax

  2,035.4    2,253.8    1,827.1    1,519.4    2,212.3  

Profit from Continuing Operations

  1,515.9    1,799.3    1,426.3    1,231.2    1,610.3  

Profit (Loss) from Discontinued Operation, net of income taxes

          183.2    (115.5  (28.3

Profit for the Year

  1,515.9    1,799.3    1,609.5    1,115.7    1,582.1  

Basic Earnings per Share(1)

  20,988    25,154    23,211    16,525    22,848  

Diluted Earnings per Share(2)

  20,988    25,154    23,211    16,141    22,223  

Basic Earnings per Share from Continuing Operations(1)

  20,988    25,154    20,708    18,015    23,339  

Diluted Earnings per Share from Continuing Operations(2)

  20,988    25,154    20,708    17,583    22,699  

Dividends Declared per Share (Won)

  10,000    9,400    9,400    9,400    9,400  

Dividends Declared per Share
(US$)(3)

  8.6    8.6    8.9    8.8    8.1  

Weighted Average Number of Shares

  71,551,966    70,936,336    70,247,592    69,694,999    70,591,937  
  As of December 31, 
  2015  2014  2013  2012  2011 
  (In billions of Won) 

STATEMENT OF FINANCIAL POSITION DATA

     

Working Capital (Deficit)(4)

 (96.3 (337.2 (945.8 (880.5 (556.1

Property and Equipment, Net

  10,371.3    10,567.7    10,196.6    9,712.7    9,031.0  

Total Assets

  28,581.4    27,941.2    26,576.5    25,595.6    24,366.0  

Non-current Liabilities(5)

  7,950.8    7,272.7    6,340.7    6,565.9    4,959.7  

Share Capital

  44.6    44.6    44.6    44.6    44.6  

Total Equity

  15,374.1    15,248.3    14,166.6    12,854.8    12,732.7  
  Year Ended December 31, 
  2015  2014  2013  2012  2011 
  (In billions of Won, except percentage data) 

OTHER FINANCIAL DATA

     

Capital Expenditures(6)

 2,478.8   3,008.0   2,879.1   3,394.3   2,960.6  

R&D Expense(7)

  322.7    397.8    363.7    346.3    295.9  

Depreciation and Amortization Expense

  2,845.3    2,714.7    2,661.6    2,421.1    2,286.6  

Net Cash Provided by Operating Activities

  3,778.1    3,677.4    3,558.6    3,999.7    6,306.4  

Net Cash Used in Investing Activities

  (2,880.5  (3,683.2  (2,506.5  (5,309.6  (4,239.1

Net Cash Provided by (Used in) Financing Activities

  (964.6  (559.4  (573.2  585.3    (1,079.3

Margins (% of total sales):

     

Operating Margin(8)

  8.7  9.3  9.5  10.6  13.6

Net Margin(8)

  8.8  10.4  9.7  6.8  9.9

  Year Ended December 31, 
  2017  2016  2015  2014  2013 
  (In billions of Won, except per share and number of shares data) 

STATEMENT OF INCOME DATA

     

Operating Revenue and Other Income

 17,552.0  17,158.3  17,167.6  17,220.3  16,677.0 

Revenue

  17,520.0   17,091.8   17,136.7   17,163.8   16,602.1 

Other income

  32.0   66.5   30.9   56.5   74.9 

Operating Expense

  16,327.4   15,854.9   15,672.2   15,612.4   15,098.6 

Operating Profit

  1,224.6   1,303.4   1,495.4   1,607.8   1,578.4 

Profit before Income Tax

  3,403.3   2,096.1   2,035.4   2,253.8   1,827.1 

Profit from Continuing Operations

  2,657.6   1,660.1   1,515.9   1,799.3   1,426.3 

Profit from Discontinued Operation, net of income taxes

              183.2 

Profit for the Year

  2,657.6   1,660.1   1,515.9   1,799.3   1,609.5 

Basic Earnings per Share(1)

  36,582   23,497   20,988   25,154   23,211 

Diluted Earnings per Share(2)

  36,582   23,497   20,988   25,154   23,211 

Basic Earnings per Share from Continuing Operations(1)

  36,582   23,497   20,988   25,154   20,708 

Diluted Earnings per Share from Continuing Operations(2)

  36,582   23,497   20,988   25,154   20,708 

Dividends Declared per Share (Won)

  10,000   10,000   10,000   9,400   9,400 

Dividends Declared per Share (US$)(3)

  9.4   8.3   8.6   8.6   8.9 

Weighted Average Number of Shares

  70,609,160   70,609,160   71,551,966   70,936,336   70,247,592 
  As of December 31, 
  2017  2016  2015  2014  2013 
  (In billions of Won) 

STATEMENT OF FINANCIAL POSITION DATA

     

Working Capital (Deficit)(4)

  (907.3 (447.5 (96.3 (337.2 (945.8

Property and Equipment, Net

  10,144.9   10,374.2   10,371.3   10,567.7   10,196.6 

Total Assets

  33,428.7   31,297.7   28,581.4   27,941.2   26,576.5 

Non-current Liabilities(5)

  8,290.4   8,737.1   7,950.8   7,272.7   6,340.7 

Share Capital

  44.6   44.6   44.6   44.6   44.6 

Total Equity

  18,029.2   16,116.4   15,374.1   15,248.3   14,166.6 
  As of December 31, 
  2017  2016  2015  2014  2013 
  (In billions of Won, except percentage data) 

OTHER FINANCIAL DATA

     

Capital Expenditures(6)

  2,715.9  2,490.5  2,478.8  3,008.0  2,879.1 

Research and Development Expense

  395.3   344.8   315.8   390.9   352.4 

Depreciation and Amortization Expense

  3,097.5   2,941.9   2,845.3   2,714.7   2,661.6 

Net Cash Provided by Operating Activities

  3,855.8   4,243.2   3,778.1   3,677.4   3,558.6 

Net Cash Used in Investing Activities

  (3,070.6  (2,462.2  (2,880.5  (3,683.2  (2,506.5

Net Cash Provided by (Used in) Financing Activities

  (826.6  (1,044.8  (964.6  (559.4  (573.2

Margins (% of total sales):

     

Operating Margin(7)

  7.0  7.6  8.7  9.3  9.5

Net Margin

  15.2  9.7  8.8  10.4  9.7

  As of or for the Year Ended December 31, 
  2015  2014  2013  2012  2011 

SELECTED OPERATING DATA

     

Population of Korea (in millions)(9)

  51.5    51.3    51.1    50.9    50.7  

Our Wireless Penetration(10)

  55.6  55.7  53.5  52.9  52.3

Number of Employees(11)

  25,992    25,689    23,789    22,148    20,955  

Wireless Subscribers (in thousands) (12)

  28,626    28,279    27,352    26,961    26,553  

Our LTE Subscribers (in thousands) (13)

  18,980    16,737    13,487    7,530    634  

Our LTE Penetration(14)

  66.3  59.2  49.3  27.9  2.4

Average Monthly Data Usage per Subscriber(15)

  3.9 GB    3.0 GB    2.0 GB    1.8 GB      

Average Monthly Churn Rate(16)

  1.5  2.0  2.3  2.6  2.7

Cell Sites

            55,085              50,158              44,764              35,584              21,999  

  As of or for the year ended December 31, 
  2017  2016  2015  2014  2013 

SELECTED OPERATING DATA

     

Population of Korea (in millions)(8)

  51.8   51.7   51.5   51.3   51.1 

Our Wireless Penetration(9)

  58.3  57.2  55.6  55.1  53.5

Number of Employees(10)

  30,608   25,844   25,992   25,689   23,789 

Our Wireless Subscribers (in thousands)(11)

  30,195   29,595   28,626   28,279   27,352 

Our LTE Subscribers (in thousands)(12)

  22,865   21,078   18,980   16,737   13,487 

Our LTE Penetration(13)

  75.7  71.2  66.3  59.2  49.3

Average Monthly Data Usage per
Subscriber(14)

  6.0GB   5.2GB   3.9GB   3.0GB   2.0GB 

Average Monthly Churn Rate(15)

  1.5  1.5  1.5  2.0  2.3

Cell Sites

             57,758              54,986              55,085              50,158              44,764 

 

 

(1) Basic earnings per share is calculated by dividing profit attributable to owners of SK Telecom by the weighted average number of common shares outstanding during the period. Basic earnings per share from continuing operations is calculated by dividing profit from continuing operations attributable to owners of SK Telecom by the weighted average number of common shares outstanding during the period.

 

(2) Diluted earnings per share is calculated by dividing profit attributable to owners of SK Telecom adjusted for dilution by the potential dilutive weighted average number of common shares outstanding during the period, taking into account the conversion of outstanding convertible bonds. Diluted earnings per share from continuing operations is calculated by dividing profit from continuing operations attributable to owners of SK Telecom adjusted for dilution by the potential dilutive weighted average number of common shares outstanding during the period, taking into account the conversion of outstanding convertible bonds.

 

(3) The Dollar amounts shown for the years ended December 31, 2017, 2016, 2015, 2014 2013, 2012 and 20112013 were translated at the rate of Won 1,067.4 to US$1.00, Won 1,203.7 to US$1.00, Won 1,169.3 to US$1.00, Won 1,090.9 to US$1.00 Won 1,055.3 to US$1.00, Won 1,063.2 to US$1.00 and Won 1,158.51,055.3 to US$1.00, respectively, the noon buying rates in effect at the end of the respective years.

 

(4) Working capital means current assets minus current liabilities.

 

(5) Our monetary assets and liabilities denominated in foreign currencies are valued at the exchange rates prevailing at the end of each reporting period. See note 4(19) of the notes to our consolidated financial statements.

 

(6) Consists of cash outflows for the acquisition of property and equipment.

 

(7) Consists of research and development costs that are expensed and costs that are amortized during the respective period as well as donations to Korean research institutions and educational organizations in 2012 and 2011 of Won 4.0 billion and Won 20.0 billion, respectively.

(8)Operating revenue and other income and operating incomeprofit used in the calculation of these ratios exclude the operating revenue and other income and operating incomeprofit from discontinued operations.

 

(9)(8) Population numbers reflect the number of registered residents as published by the Ministry of the Interior and Safety of Korea.

 

(10)(9) Our wireless penetration is determined by dividing our wireless subscribers by total estimated population, as of the end of the period.

 

(11)(10) Includes regular employees and temporary employees. See “Item 6.D. Employees.”

 

(12)(11) Wireless subscribers include those subscribers who are temporarily deactivated, including (i) subscribers who voluntarily deactivate temporarily for a period of up to three months no more than twice a year and (ii) 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. The number of subscribers as of December 31, 2017, 2016, 2015, 2014 and 2013 and 2012 include 3.4 million subscribers, 3.2 million subscribers, 2.7 million subscribers, 2.1 million subscribers 1.1 million subscribers and 0.41.1 million subscribers, respectively, of mobile virtual network operators (“MVNO”) that lease our wireless networks.

 

(13)(12) The number of LTE subscribers as of December 31, 2017, 2016 and 2015 and 2014 include 0.10.5 million subscribers, 0.3 million subscribers and approximately 29,0000.1 million subscribers, respectively, of MVNOs that lease our LTE network.

(14)(13) Our LTE wireless penetration is determined by dividing our LTE subscribers by our total wireless subscribers, as of the end of the period.

(15)(14) Average monthly data usage per LTE subscriber is determined by dividing the total GBs of data usage for the last month of the period by the average number of LTE subscribers for such month.

 

(16)(15) 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 a next-generation service, such as LTE, by terminating their service and opening a new subscriber account.

Exchange Rates

The following table sets forth, for the periods and dates indicated, certain information concerning the noon buying rate for translations of Won amounts into Dollars. We make no representation that the Won or Dollar amounts we refer to in this annual report could have been or could be converted into Dollars or Won, as the case may be, at any particular rate or at all.

 

Year Ended December 31,

 At End of
Period
  Average
Rate(1)
  High  Low 
  (Won per US$1.00) 

2011

  1,158.5    1,106.9    1,197.5    1,049.2  

2012

  1,063.2    1,126.2    1,185.0    1,063.2  

2013

  1,055.3    1,094.7    1,161.3    1,050.1  

2014

  1,090.9    1,052.3    1,117.7    1,008.9  

2015

  1,169.3    1,131.0    1,196.4    1,063.0  

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

October 2015

   1,180.0     1,120.9  

November 2015

   1,172.7     1,136.5  

December 2015

   1,188.0     1,140.7  

January 2016

   1,217.0     1,190.4  

February 2016

   1,242.6     1,186.1  

March 2016

   1,229.6     1,138.9  

April 2016 (through April 22)

   1,158.4     1,126.0  

Period

  At End of
Period
   Average
Rate(1)
   High   Low 
   (Won per US$1.00) 

2013

   1,055.3    1,094.7    1,161.3    1,050.1 

2014

   1,090.9    1,052.3    1,117.7    1,008.9 

2015

   1,169.3    1,131.0    1,196.4    1,063.0 

2016

   1,203.7    1,159.3    1,242.6    1,090.0 

2017

   1,067.4    1,129.0    1,207.2    1,067.4 

October

   1,115.7    1,130.9    1,146.2    1,115.7 

November

   1,084.8    1,099.8    1,120.0    1,079.3 

December

   1,067.4    1,082.9    1,094.6    1,067.4 

2018 (through April 20)

   1,071.0    1,070.0    1,093.0    1,054.6 

January

   1,068.3    1,065.6    1,073.6    1,057.6 

February

   1,082.1    1,078.5    1,093.0    1,065.3 

March

   1,061.0    1,069.9    1,081.3    1,060.3 

April (through April 20)

   1,071.0    1,065.2    1,071.6    1,054.6 

 

Source:Source: Federal Reserve Bank of New York.

 

(1)The average rates for the annual periods were calculated based on daily noon buying rates for cable transfers in New York City certified for customs purposes by the Federal Reserve Bank of New York.

On April 22, 2016,20, 2018, the noon buying rate was Won 1,147.91,071.0 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

Risks Relating to Our Business

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

We face substantial competition across all our businesses, including our wireless telecommunications business. We expect competition to intensify as a result of the development of new technologies, products and services. We expect that such trends will continue to put downward pressure on the prevailing rates we can charge our subscribers.

Historically, there has been considerable consolidation in the telecommunications industry, resulting in the current competitive landscape comprising three mobile and fixed network operators in the Korean market, us, KT Corporation (“KT”) and LG Uplus Corp. (“LG U+”). OurEach of our competitors havehas substantial financial, technical, marketing and other resources to respond to our business offerings.

The collective market share of our competitors amounts to approximately 50.6%51.8%, in terms of number of wireless subscribers, as of December 31, 2015.2017. We also compete for subscriber activations with MVNOs, including MVNOs that lease our networks. MVNOs generally provide rate plans that are relatively cheaper than similar rate plans of the wireless network providers from which they lease their networks, including us. In addition, other companies may enter the telecommunications service market by acquiring the required licenses from the MSIP.MSIT. For example, in October 2015, Sejong Telecom, K Mobile and Quantum Mobilethree companies applied for licenses to become Korea’s fourth mobile network operator. Although the MSIPMSIT rejected the applications of all three companies in January 2016, the MSIPMSIT may continue its efforts to find an eligible applicant to be Korea’s fourth mobile network operator in the future.

We believe the increase in market share of MVNOs and the entrance of a new mobile network operator in the wireless telecommunications market 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.

Our fixed-line telephone service competes with KT and LG U+, as well as other providers of voice over Internet protocol (“VoIP”) services. As of December 31, 2015,2017, our market share of the fixed-line telephone and VoIP service market was 16.2%16.1% (including the services provided by SK Broadband Co., Ltd. (“SK Broadband”) and SK Telink Co., Ltd. (“SK Telink”)) in terms of number of subscribers compared to KT with 57.5%58.0% and LG U+ with 17.5%17.4%.In addition, our broadband Internet access and Internet protocol TV (“IPTV”) services provided through SK Broadband competes with other providers of such services, including KT, LG U+ and cable companies. As of December 31, 2015,2017, our market share of the broadband Internet market was 25.1%25.7% in terms of number of subscribers compared to KT with 41.6%41.3% and LG U+ with 17.4%18.0%. As of December 31, 2015,2017, our market share of the pay TV market (which includes IPTV, cable TV and satellite TV) was 12.1%13.4% compared to KT with 22.7%23.0% and LG U+ with 7.9%10.9% and the collective market share of other pay TV providers with 57.3%52.7%.

Continued competition from other wireless and fixed-line service providers has also 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. In 2015,2017, the monthly churn rate in our wireless telecommunications business ranged from 1.3%1.4% to 2.1%1.5%, with an average monthly churn rate of 1.5%, which was a decreaseremained unchanged from 2.0% in 2014.Intensification2016. Intensification of competition in the future may cause our churn rates to increase, which in turn may cause us to increase our marketing expenses as a percentage of sales to attract and retain subscribers.

With respect to the commercee-commerce business operated by SK Planet Co., Ltd. (“SK Planet”), 11st, our marketplace business, faces intense competition from variouse-commerce providers, including online open marketplaces such as Gmarket, Auction and Interpark and online social commerce operators such as Coupang, Ticket Monster and Wemakeprice. We also face competition from traditional retailers with online and mobile shopping portals such as SSG.com and Lotte.com, home shopping providers with online and mobile shopping portals such as CJ Mall by CJ O Shopping, GS Shop by GS Homeshopping and Hyundai Hmall by Hyundai Homeshopping, and various

online marketplaces for specific consumer segments or product groups. The industry in which 11st competes is evolving rapidly and is intensely competitive, and we face a broad array of competitors domestically and increasingly, internationally.

Our ability to compete successfully in all of the businesses thatin which we operate will depend on our ability to anticipate and respond to various competitive factors affecting the respective industries, 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 telecommunications 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 continual improvement and advances in technology, and this trend is expected to continue. We and our competitors have continually implemented technology upgrades from our basic code division multiple access (“CDMA”) network to our wideband code division multiple access (“WCDMA”) network, and subsequently to LTE technology. We commenced commercial LTE services in July 2011 at the same time withas LG U+, while KT commenced its commercial LTE services in January 2012. In June 2013, we commenced providing commercialLTE-A services using carrier aggregation technology which combines spectrum frequencies to improve data transmission speeds, and in June 2014, we launched widebandLTE-A services of up to 225 Mbps and expanded coverage nationwide in 2014.

In December 2014, we commenced tri-band LTE-Atri-bandLTE-A services, which bundlesbundled three different bandwidths to allow faster network service at speeds of up to 300 Mbps. In June 2017, we commenced five-bandLTE-A services, which bundles five different bandwidths to allow even faster network service at speeds of up to 700 Mbps in Seoul and other metropolitan areas. Since then, we have expanded coverage nationwide and as well as enhancedtri-bandLTE-A services utilizing 4x4 multiple input multiple output (“MIMO”) technology providing for data transmission speeds of December 31, 2015, the nationwide geographic coverage percentage of our tri-band LTE-A service was approximately 51.9% accordingup to the MSIP. KT900 Mbps.KT and LG U+ have also launched similarLTE-A services around the same time as us.Theus. The more successful operation of an LTE network or development of improved LTE technology by a competitor, including better market acceptance of a competitor’s LTE services, could materially and adversely affect our existing wireless telecommunications businesses as well as the returns on future investments we may make in our LTE network or our other businesses. ForAdditionally, in order to promote the growth of our IoT solutions business, we deployed new networks nationwide, namely our high-speedLTE-M network in March 2016 and ourlow-cost Low Power Wide Area Network based on LoRa technology (our “LoRa network”) in July 2016. We believe that these new networks will support the active development and provision of diverse IoT solutions at a lower cost.For a more detailed description of our backbone networks, see “Item 4.B. Business Overview — Cellular Services — Digital Wireless 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, such as the implementation of 5G technology. In addition to introducing new technologies and offerings, we must phase out outdated and unprofitable technologies and services. If we are unable to do so on a cost-effective basis, our results of operations could be adversely affected.

Implementation of LTEnew wireless technology has required, and may continue to require, significant capital and other expenditures, which we may not recoup.

We have made, and intend to continue to make, capital investments to develop, launch and enhance our LTE service, including launching LTE-A services.wireless service. In 2015, 20142017, 2016 and 2013,2015, we spent Won 1,022.71,131.8 billion, Won 1,357.21,104.0 billion and Won 1,439.41,022.7 billion, respectively, in capital expenditures to build and enhance our LTE network. Wenetwork.We plan to make further capital investments related to our LTE and LTE-Awireless services in the future.future, including services that can potentially leverage our future 5G network. Our wireless technology-related investment plans are subject to change, and will depend, in part, on market demand for LTE and LTE-Afuture 5G services, the competitive landscape for provision of such services and the development of competing technologies. There may not be sufficient demand for services based on our latest wireless technologies, as a result of competition or otherwise, to permit us to recoup or profit from our wireless technology-related capital investments.

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

Most of our businesses are subject to extensive governmental supervision and regions,regulation.

Rate Regulation.Under the MDDIA (described in more detail below), wireless telecommunications service providers are obliged to provide certain benefits, such as discounted rates, to subscribers who subscribe to their service without receiving subsidies. On June 22, 2017, the State Affairs Planning Advisory Committee of Korea announced that it would encourage wireless telecommunications service providers, including businesses and regions in which we have limited experience.

We seek growth through investments in new businesses. While we believe that entering into new businesses enables us, to diversifyincrease the

applicable discount rate offered to subscribers from 20% to 25%, which change was adopted in September 2017, and to offer additional discounts to low income customers, which change was adopted in December 2017. We believe these Government measures will adversely affect our business portfolio,revenues and our results of operations. In addition, we may be exposedrequired to provide other rate discounts in the future to comply with the Government’s public policy guidelines or suggestions, and such measures may have a material adverse effect on our results of operations.

When the former President ParkGeun-hye took office in February 2013, she announced that the Government would work toward reducing telecommunications service charges and promoting transparency in the decision making of telecommunications service providers. Accordingly, the Government set detailed policy objectives to (1) gradually reduce and abolish initial subscription fees by 2015, (2) expand MVNO and mobile VoIP service, (3) intensify regulations on handset subsidies and (4) construct a data-based rate system. Pursuant to these policy objectives, we ceased charging initial subscription fees to new subscribers starting in November 2014. Similarly, the Government has periodically reviewed the rates charged by wireless telecommunications service providers and has, from time to time, suggested rate reductions. Although these suggestions were not binding, we have implemented some rate reductions in response to such recommendations. The Government may suggest other rate reductions in the future and any further rate reductions we make in response to such suggestion may adversely affect our results of operations.

In furtherance of the above policy objectives, the Government also enacted the MDDIA, which became effective on October 1, 2014. The MDDIA was enacted for the purpose of establishing a transparent and fair distribution practice for mobile devices, and it limits the amount of subsidies a wireless telecommunications service provider can provide to subscribers in order to prevent excessive competition among wireless telecommunications service providers. Pursuant to the MDDIA, wireless telecommunications service providers are prohibited from (i) unfairly providing discriminatory subsidies based on criteria such as type of subscription, subscription plan and characteristics of the subscriber and (ii) entering into a separate agreement with subscribers imposing obligations to use a specific subscription plan as a condition for providing subsidies. The MDDIA also prohibited providing subsidies exceeding a maximum limit established by the KCC for the purchase of mobile phone models that were launched within the last 15 months, which prohibition expired in September 2017. The expiration of the ceiling on handset subsidies may have a material adverse effect on our results of operations as we believe it may lead to an increase in our marketing expenses and affect consumer behavior and our competitors in ways we cannot fully predict. See “Item 5. Operating and Financial Review and Prospects — Item 5.A. Operating Results — Overview — New Rate Regulations.”

Selection of Technology Standards.The Government also plays an active role in the selection of technology to be used by telecommunications operators in Korea. For example, the Government adopted the WCDMA and CDMA2000 technologies as the only standards available in Korea for implementing third generation services. The MSIT may impose similar restrictions on the choice of technology used in future telecommunications services, including 5G technology, and it is possible that technologies promoted by the Government in the future may not provide the best commercial returns for us.

Frequency Allocation.The Government sets the policies regarding the use of frequencies and allocates the spectrum of frequencies used for wireless telecommunications. See “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Frequency Allocation.” The reallocation of the spectrum to our existing competitors could increase competition among wireless telecommunications service providers, which may have an adverse effect on our business.

MVNOs.Pursuant to the Telecommunications Business Act, certain wireless telecommunications service providers designated by the MSIT, which currently include only us, are required to lease their networks or allow use of their networks (collectively, a “wholesale lease”) to other network service providers, such as an MVNO, that have requested such a wholesale lease in order to provide their own services using the leased networks.To date, thirteen MVNOs have commenced providing wireless telecommunications services using the networks leased from us.We believe that leasing a portion of our bandwidth capacity to an MVNO impairs our ability to use our bandwidth in ways that would generate maximum revenues and strengthens our MVNO competitors by granting them access and lowering their costs to enter into and operate in our markets. Accordingly, our profitability has and may continue to be adversely affected.

Interconnection.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 MSIT determines the basic framework for interconnection arrangements, including policies relating to interconnection rates in Korea. The KCC, which determined such basic framework under the previous Government, changed the basic framework for interconnection arrangements several times. We cannot assure you that we will not be adversely affected by the MSIT’s interconnection policies and future changes to such policies. See “Item 4.B. Business Overview — Interconnection — Domestic Calls.”

Regulatory Action.The MSIT 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 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 3.0% of the average of our annual revenue for the preceding three fiscal years. For information about the penalties imposed on us for violating Governmental regulations, see “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings — KCC Proceedings.” Such penalties, which may include the revocation of cellular licenses, suspension of 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 risks.regulations as a result of our dominant market position in the wireless telecommunications sector, which could harm our ability to compete effectively.

The Government endeavors to promote competition in the Korean telecommunications markets through measures designed to prevent a dominant service provider from exercising its market power and deterring the emergence and development of viable competitors. We have been designated by the MSIT as the “dominant network service provider” in respect of our wireless telecommunications business. As such, we are subject to additional regulations to which certain of our competitors are not subject. For example, under current Government regulations, we must obtain prior approval from the MSIT to raise our existing rates or introduce new rates. On June 24, 2016, the Government proposed a bill to the National Assembly to change the approval requirement to a simple reporting requirement, which is the requirement for our competitors. However, the bill is still under review by the relevantsub-committee and there is no assurance as to whether such bill will be passed. See “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Rate Regulation.” The MSIT could also require us to charge higher usage rates than our competitors for future services or to take certain actions earlier than our competitors, as when the KCC required us to introduce number portability earlier than our competitors, KT and LG U+.

We also qualify as a “market-dominating business entity” under the Fair Trade Act, which subjects us to additional regulations and we are prohibited from engaging in February 2012,any act of abusing our position as a market-dominating entity. See “Item 4.B. Business Overview — Law and Regulation — Competition Regulation.” The additional regulations to which we acquired a 21.1%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.

Declines in the market value of our equity stakeholdings in SK Hynix and the results of operations of SK Hynix could have a material adverse effect on the market price of our common shares and American Depositary Shares (“ADSs”) as well as our results of operation.

As of December 31, 2017, we held a 20.1% equity interest in SK Hynix, which is listed on the KRX KOSPI Market and is one of the world’s largest memory-chip makers by revenue,

revenue. As of December 31, 2017, the fair value of our holding in SK Hynix was Won 11,176.7 billion. We received dividend payments of Won 87.7 billion in 2017, Won 73.1 billion in 2016 and Won 43.8 billion in 2015 related to such shareholding.

for an aggregate purchase price of approximately Won 3.4 trillion, and became its largest shareholder. From time to time, the memory semiconductor industry has experienced significant and sometimes prolonged downturns, which often occur in connection with a deterioration of global economic conditions, and is subject to intense competition. For example, SK Hynix and its subsidiaries, on a consolidated basis, incurred net losses of Won 158.8 billion and Won 56.0 billion in 2012 and 2011, respectively, primarily due to increased supply and weak

demand for semiconductor products. Although the memory semiconductor industry has recovered since then and SK Hynix has been recordingreporting net profits since 2013, the industry is subject to cyclical fluctuations and we expect that there may be future downturns in the industry. Accordingly, SK Hynix’s operating results would be adversely affected if it fails to compete successfully or decrease manufacturing costs at an adequate level. Since ourOur share of any net losses incurred by SK Hynix would be reflected in our income statement as share of losses related to investments in associates, any significant lossassociates.

Accordingly, declines in the market value of our equity holdings in SK Hynix and the results of operations of SK Hynix could have a material adverse effect on the market price of our common shares and American Depositary Shares as well as our results of operations.operation.

We may fail to successfully complete, integrate or realize the anticipated benefits of our new acquisitions or joint ventures, and such transactions may negatively impact our business.

We believecontinue to seek opportunities to develop new businesses that we must continuebelieve are complementary to make significant investments to build, develop and broaden our existing businesses. Enteringproduct and service portfolio and expand our global business through selective acquisitions. Accordingly, we are often engaged in evaluating potential transactions and other strategic alternatives, some of which may be significant in size. For example, while we have not made any decision in connection therewith, we are currently considering the potential acquisition of ADT CAPS, a security systems company in Korea. In recent years, we acquired interests in NSOK Co., Ltd. (“NSOK”) (formerly, Neosnetworks Co., Ltd.), a provider of residential and small business electronic security and other related alarm monitoring services, Iriver Ltd. (“Iriver”), a manufacturer of digital audio players and other portable media devices and Shopkick Inc. (“Shopkick”), the developer of “shopkick,” a mobile shopping application that checks in and rewards customers that arrive at a participating retail store, in order to penetrate the mobile commerce market in the United States. In 2016, we acquired a 46.2% interest in SM Mobile Communications Co., Ltd. (“SM Mobile Communications”) for Won 12.1 billion, which was subsequently merged into Iriver, and in 2017, we acquired S.M. Life Design Company Japan Inc. (“SM Life Design”) for Won 30.0 billion, in light of potential synergies that may be achieved through the entertainment business. For a more detailed description of our recent investments in new businesses, see “Item 5.B. Liquidity and regionsCapital Resources — Capital Requirements — Investments in New Businesses and Global Expansion and Other Needs.”

In addition, in some cases we are unable to successfully complete our planned acquisitions. For example, in November 2015, SK Broadband entered into a merger agreement with CJ HelloVision, which was subsequently terminated due to the Korea Fair Trade Commission’s failure to approve the proposed merger. While we have limited experience may require usare hoping to make substantial investments, and despite such investments,benefit from a range of synergies from our recent or future acquisitions as well as develop new growth engines for our business, we may still be unsuccessful in these efforts to expand and diversify. We might not be able to recoupsuccessfully complete or profit from our investments inintegrate such acquisitions or new businesses and regions.may fail to realize the expected benefits in the near term, or at all. In addition, when we enter into thesenew 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.

Webusinesses. Our business may be negatively impacted if we fail to successfully completeintegrate or integrate our new acquisitions and joint ventures and may fail to realize the anticipated benefits.benefits of such transactions.

We continue to seek opportunities to develop new businesses that we believe are complementary to our existing product and service portfolio and expand our global business through selective acquisitions.

On November 2, 2015, we entered into a share purchase agreement with CJ O Shopping Co., Ltd. (“CJ O Shopping”) to acquire a 30.0% interest in CJ HelloVision, a fixed-line cable TV broadcast service provider, for an aggregate purchase price of Won 500.0 billion. Upon the acquisition of CJ HelloVision, SK Broadband will be merged with and into CJ HelloVision, after which we will have a 78.3% equity stake in the merged company. The acquisition and subsequent merger are subject to certain closing conditions, including obtaining regulatory approval from the relevant authorities. We may be delayed in, or fail to, obtain the necessary regulatory approvals and in such case, we may not be able to complete the acquisition and subsequent merger as planned.

In 2014 and 2015, we acquired an 83.9% interest in Neosnetworks Co., Ltd. (“Neosnetworks”), a provider of residential and small business electronic security and other related alarm monitoring services, for an aggregate purchase price of approximately Won 64.0 billion and a 49.0% equity stake in Iriver Ltd. (“Iriver”), a manufacturer of digital audio players and other portable media devices, for an aggregate purchase price of approximately Won 54.5 billion. In 2014, a 95.2%-owned subsidiary of SK Planet acquired a 100.0% ownership interest in Shopkick Inc. (“Shopkick”), the developer of “shopkick,” a mobile shopping application that checks in and rewards customers that arrive at a participating retail store in order to penetrate the mobile commerce market in the United States. For a more detailed description of our recent investments in new businesses, see “Item 5.B. Liquidity and Capital Resources — Capital Requirements — Investments in New Businesses and Global Expansion and Other Needs.”

While we are hoping to benefit from a range of synergies from the acquisitions as well as develop new growth engines for our business, we may not be able to successfully complete or integrate such acquisitions or new businesses and may fail to realize the expected benefits in the near term, or at all.

Due to the existing high penetration rate of wireless telecommunications 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 MSIPMSIT and the historical population data published by the Ministry of the Interior and Safety, the penetration rate for the Korean wireless telecommunications industry as of December 31, 20152017 was approximately 114.4%121.0%, which is relatively high compared to many industrialized countries. Therefore, we expect that the penetration rate for wireless telecommunications service in Korea will remain relatively stable. As a result

of the already high penetration rate in Korea for wireless telecommunications services coupled with our leading market share, we expect our subscriber growth rate to decrease. Sloweddecrease.Slowed growth in the penetration rate 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 network. We currently use 10 MHz of bandwidth in the 800 MHz spectrum for our CDMA services, 20 MHz of bandwidth in the 2.1 GHz spectrum for our WCDMA services, 4020 MHz of bandwidth in the 2.1 GHz spectrum, 20 MHz of bandwidth in the 800 MHz spectrum, and 35 MHz of bandwidth in the 1.8 GHz spectrum and 60 MHz of bandwidth in the 2.6 GHz spectrum for our LTE services, as well as 27 MHz of spectrum in the 2.3 GHz band for our wireless broadband Internet (“WiBro”) services.

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. In particular, the increasing popularity of smartphones and data intensive applications among smartphone users has recently been a major factor for the high utilization of our bandwidth. This trend has been offset in part by the implementation of new technologies, such as our tri-band tri-bandLTE-A service utilizing 4x4 MIMO technology and our five-bandLTE-A technology, which enables more efficient usage of our bandwidth than was possible on our basic LTE network. 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. While we believe that we can address the capacity constraint 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. In the event we are unable to maintain sufficient bandwidth capacity, our subscribers may perceive a general slowdown of wireless telecommunications services. Growth of our wireless telecommunications business will depend in part upon our ability to effectively manage 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 telecommunications business.

We intendplan to participate in the frequency bandwidth auctions expected to be held by the MSIPMSIT in 2016 and aimJune 2018 in order to acquire bandwidths that are complementary to our existing network.network and to prepare for the future commercialization of our 5G service. We may be required to pay a substantial amount to acquire bandwidth capacity in order to meet increasing bandwidth demand and we may not be successful in acquiring the necessary bandwidth to meet such demand, which may adversely affect our financial condition and results of operations.

We rely on key researchers and engineers and senior management, and the loss of the services of any such personnel or the inability to attract and retain them may negatively affect our business.

Our success depends to a significant extent upon the continued service of our research and development and engineering personnel, and on our ability to continue to attract, retain and motivate qualified researchers and engineers. In particular, our focus on leading the market in introducing new services has meant that we must aggressively recruit engineers with expertise in cutting-edge technologies. We also depend on the services of experienced key senior management, and if we lose their services, it would be difficult to find and integrate replacement personnel in a timely manner, or at all.

The loss of the services of any of our key research and development and engineering personnel or senior management without adequate replacement, or the inability to attract new qualified personnel, would have a material adverse effect on our operations.

We need to observe certain financial and other covenants under the terms of our debt instruments, the failure to comply with which would put us in default under those instruments.

Certain of our debt instruments contain financial and other covenants with which we are required to comply on an annual and semi-annual basis. The financial covenants with respect to SK Telecom’s debt instruments include, but are not limited to, a maximum netdebt-to-EBITDA ratio of 2.75 and a minimum interest coverage ratio of 4.00, each as determined on a separate basis. Thefinancial statement basis.The debt arrangements also contain negative pledge provisions limiting our ability to provide liens on our assets as well as cross-default and cross-acceleration clauses, which give related creditors the right to accelerate the amounts due under such debt if an event of default or

acceleration has occurred with respect to our existing or future indebtedness, or if any material part of our indebtedness or indebtedness of our subsidiaries is capable of being declared payable before the stated maturity date. In addition, such covenants restrict our ability to raise future debt financing.

If we breach our financial or other covenants, our financial condition will be adversely affected to the extent we are not able to cure such breaches or repay the relevant debt.

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 spent Won 2,478.82,715.9 billion for capital expenditures in 2015.We2017. We expect to spend a similarslightly higher amount for capital expenditures in 20162018 compared to 20152017 for a range of projects, including investments to improve and expand our LTE network andLTE-A services, investments to improve and expand ourWi-Fi network, investments to develop our IoT solutions and platform services business portfolio, including artificial intelligence solutions, investments in research and development of 5G technology, investments in businesses that can potentially leverage our future 5G network, and funding formid- to long-term research and development projects, as well as other initiatives, primarily related to the development of new growth engines,businesses, as well as initiatives related to our ongoing businesses in the ordinary course. If we acquire new bandwidths in the frequency bandwidth auctionsauction to be held by the MSIPMSIT in 2016,June 2018, we maywould be required to spend additional amounts on capital expenditures in connection with building out our networks on such new bandwidths.

In particular, we continue to make significant capital investments to expand and upgrade our wireless networks in response to growing bandwidth demand by our subscribers. Bandwidth usage by our subscribers has rapidly increased in recent years primarily due to the increasing popularity of smartphones and data intensive applications among smartphone users. If heavy usage of bandwidth-intensive services grows beyond our current expectations, we may need to invest more capital than currently anticipated to expand the bandwidth capacity of our networks or our customers may have a suboptimal experience when using our services. Any of these events could adversely affect our competitive position and have a material adverse effect on our business, financial condition, results of operation and cash flow. 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.”

As of December 31, 2015,2017, we had approximately Won 1,601.8Won2,198.4 billion in contractual payment obligations due in 2016, almost all of2018, which mostly involve repayment of debt obligations.obligations and payments related to frequency licenses. See “Item 5.B. Liquidity and Capital Resources — Contractual Obligations and Commitments.”

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. Still volatile financial market conditions may also curtail our ability to obtain adequate funding. 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. To date, we have purchased substantially all of the equipment for our networks from Samsung Electronics Co., Ltd. (“Samsung Electronics”),Ericsson-LG Co., Ltd.(“Ericsson-LG”) and Nokia Siemens Networks B.V. 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 the maintenance and enhancement of our wireless networks. Inability to obtain the equipment needed for our networks in a timely manner may have an adverse effect on our business, financial condition, results of operations and cash flows.

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 also damage our reputation and our business.

Our business relies on technology developed by us, and our business will suffer if we are unable to protect our proprietary rights.

We own numerous patents and trademarks worldwide, and have applications for patents pending in many countries, including Korea, Japan, China and the United States, and in Europe.countries. In addition to active research and development efforts, our success depends in part on our ability to obtain patents and other intellectual property rights covering our services.

We may be required to defend against charges of infringement of patent or other proprietary rights of third parties. Although we have not experienced any significant patent or other intellectual property disputes, we cannot be certain that any significant patent or other intellectual property disputes will not occur in the future. Defending our patent and other proprietary rights could require us to incur substantial expense and to divert significant resources of our technical and management personnel, and could result in our loss of rights to employ certain technologies to provide services.

Malicious and abusive Internet practices could impair our services.services and we may be subject to significant legal and financial exposure, damage to our reputation and a loss of confidence of our customers.

Our business involves the storage and transmission of large amounts of confidential information, and cybersecurity breaches expose us to a risk of loss of this information, which may lead to improper use or disclosure of such information, ensuing potential liability and litigation, any of which could harm our reputation and adversely affect our business. For example, in July 2011, there was a leak of personal information of subscribers of websites operated by SK Communications Co., Ltd. (“SK Communications”), our consolidated subsidiary. Various lawsuits were filed against SK Communications alleging that the leak was caused by its poor management of subscribers’ personal information. With respect to the eight lawsuits for which final judgments have been rendered, the relevant courts have rendered judgments in favor of SK Communications.As of March 31, 2018, five of the lawsuits, seeking damages of approximately Won 12.6 million in aggregate, were pending at various appellate courts and the Supreme Court of Korea.

Our cybersecurity measures may also be breached due to employee error, malfeasance or otherwise. Instituting appropriate access controls and safeguards across all our information technology infrastructure is challenging. Furthermore, outside parties may attempt to fraudulently induce employees to disclose sensitive information in order to gain access to our data or our customers’ data or accounts, or may otherwise obtain access to such data or accounts. Because the techniques used to obtain unauthorized access, disable or degrade service or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our cybersecurity occurs or the market perception of the effectiveness of our cybersecurity measures is harmed, we may incur significant legal and financial exposure, including legal claims and regulatory fines and penalties, damage to our reputation and a loss of confidence of our customers, which could have an adverse effect on our business, financial condition and results of operations.

In addition, our wireless and fixed-line subscribers increasingly utilize our network to access the Internet and, as a consequence, we or they may become victim to common malicious and abusive Internet activities, such as unsolicited mass advertising (i.e.(i.e., “spam”), hacking of personal information and dissemination of viruses, worms and other destructive or disruptive software. These activities could have adverse consequences on our network and

our customers, including degradation of service, excessive call volume to call centers and damage to our or our customers’ equipment and data. Significant incidents could lead to customer dissatisfaction and, ultimately, loss of customers or revenue, in addition to increased costs to us to service our customers and protect our network. For example, in July 2011, there was a leak of personal information of subscribers of websites operated by SK Communications Co., Ltd. (“SK Communications”), our consolidated subsidiary. Various lawsuits have been filed against SK Communications alleging that the leak was caused by its poor management of subscribers’ personal information. With respect to three of the lawsuits for which final judgments have been rendered, the relevant courts have rendered judgments in favor of SK Communications. As of December 31, 2015, twelve of the lawsuits, seeking damages of approximately Won 0.8 billion in aggregate, were pending at various district courts, various high courts and the Supreme Court of Korea. Any significant loss of our subscribers or revenue due to incidents of malicious and abusive Internet practices or significant increase in costs of serving those subscribers could adversely affect our business, financial condition and results of operations.

Labor disputes may disrupt our operations.

Although we are not experiencing any significant labor disputes, there can be no assurance that we will not experience labor disputes in the future, including protests and strikes, which could disrupt our business operations and have an adverse effect on our financial condition and results of operation.

Every two years, the union and management negotiate and enter into a new collective bargaining agreement that has atwo-year duration, which is focused on employee benefits and welfare. Employee wages are separately negotiated on an annual basis. Although we consider our relations with our employees to be good, there can be no assurance that we will be able to maintain such a working relationship with our employees and will not experience labor disputes resulting from disagreements with the labor union in the future.

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.

Most of our businesses are subject to extensive governmental supervision and regulation. When the current president Park Geun-hye took office in February 2013, she announced that the Government will work toward reducing telecommunications service charges and promoting transparency in the decision making of telecommunications service providers. Accordingly, the Government has set detailed policy objectives to (1) gradually reduce and abolish initial subscription fees by 2015, (2) expand MVNO and mobile VoIP service, (3) intensify regulations on handset subsidies and (4) construct a data-based rate system.

Pursuant to the above policy objectives, the MSIP discussed with us, KT and LG U+ gradually reducing and abolishing initial subscription fees by 2015. Accordingly, we gradually reduced our initial subscription fees by 40% in August 2013 and again by an additional 50% in August 2014. Starting in November 2014, we ceased charging initial subscription fees to new subscribers. KT and LG U+ also gradually reduced the initial subscription fees that they charge and have ceased charging initial subscription fees to new subscribers as of March 31, 2015. Similarly, the Government has periodically reviewed the rates charged by wireless telecommunications service providers and has, from time to time, suggested rate reductions. Although these suggestions were not binding, we have implemented some rate reductions in response to such recommendations. The MSIP may suggest other rate reductions in the future and any further rate reductions we make in response to such suggestion may adversely affect our results of operations.

In furtherance of the above policy objectives, the Government also enacted the MDDIA, which became effective on October 1, 2014. The MDDIA was enacted for the purpose of establishing a transparent and fair distribution practice for mobile devices, and it limits the amount of subsidies a wireless telecommunications service provider can provide to subscribers in order to prevent excessive competition among wireless telecommunications service providers. Pursuant to the MDDIA, wireless telecommunications service providers are prohibited from (i) unfairly providing discriminatory subsidies based on criteria such as type of subscription, subscription plan and characteristics of the subscriber, (ii) providing subsidies exceeding a maximum limit established by the KCC (such limit to be determined between Won 250,000 and Won 350,000, which may be adjusted every six months, with the current limit set at Won 330,000, effective as of April 24, 2015) for the purchase of mobile phone models that were launched within the last 15 months, and (iii) entering into a separate agreement with subscribers imposing obligations to use a specific subscription plan as a condition for providing subsidies. In addition, under the MDDIA, wireless telecommunications service providers are obliged to provide certain benefits, such as discounted rates, to subscribers who subscribe to their service without receiving subsidies. It is difficult to estimate the impact the MDDIA will have on our results of operations as we believe the imposition of the MDDIA may affect the wireless telecommunications industry in various ways that we cannot fully predict, including the impact on our competitors and consumer behavior, which may have an adverse impact on our business. See “Item 5. Operating and Financial Review and Prospects — Item 5.A. Operating Results — Overview — New Regulations Relating to Handset Subsidies.”

The Government also plays an active role in the selection of technology to be used by telecommunications operators in Korea. For example, the MIC adopted the WCDMA and CDMA2000 technologies as the only standards available in Korea for implementing third generation services. The MSIP 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.

Furthermore, the Government sets the policies regarding the use of frequencies and allocates the spectrum of frequencies used for wireless telecommunications. See “Item 4.B. Business Overview — Law and Regulation —

Competition Regulation — Frequency Allocation.” The reallocation of the spectrum to our existing competitors could increase competition among wireless telecommunications service providers, which may have an adverse effect on our business.

Pursuant to the Telecommunications Business Act, certain wireless telecommunications service providers designated by the MSIP, which currently include only us, are required to lease their networks or allow use of their networks (collectively, “wholesale lease”) to other network service providers, such as an MVNO, that have requested such wholesale lease in order to provide their own services using the leased networks.To date, thirteen MVNOs have commenced providing wireless telecommunications services using the networks leased from us.We believe that leasing a portion of our bandwidth capacity to an MVNO would impair our ability to use our bandwidth in ways that would generate maximum revenues and would strengthen our MVNO competitors by granting them access and lowering their costs to enter into our markets. Accordingly, our profitability may be adversely affected.

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 MSIP determines the basic framework for interconnection arrangements, including policies relating to interconnection rates in Korea. The KCC, which determined such basic framework under the previous Government, changed the basic framework for interconnection arrangements several times. We cannot assure you that we will not be adversely affected by the MSIP’s interconnection policies and future changes to such policies. See “Item 4.B. Business Overview — Interconnection — Domestic Calls.”

In addition, the MSIP 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 or any violation of the conditions of our licenses. Alternatively, in lieu of suspension of our business, the MSIP may levy a monetary penalty of up to 3.0% of the average of our annual revenue for the preceding three fiscal years. The KCC had the same authority in the previous Government and exercised such authority to suspend our business and impose fines on us. For information about the penalties imposed on us for violating Governmental regulations, see “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings — KCC and MSIP Proceedings.” Such penalties, which may include the revocation of cellular licenses, suspension of business or imposition of monetary penalties by the MSIP, 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 regulations as a result of our dominant market position in the wireless telecommunications sector, which could harm our ability to compete effectively.

The Government endeavors to promote competition in the Korean telecommunications markets through measures designed to prevent a dominant service provider from exercising its market power and deterring the emergence and development of viable competitors. We have been designated by the MSIP as the “dominant network service provider” in respect of our wireless telecommunications business. As such, we are subject to additional regulations to which certain of our competitors are not subject. For example, under current Government regulations, we must obtain prior approval from the MSIP to raise our existing rates or introduce new rates. See “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Rate Regulation.” The MSIP could also require us to charge higher usage rates than our competitors for future services or to take certain actions earlier than our competitors, as when the KCC required us to introduce number portability earlier than our competitors, KT and LG U+.

We also qualify as a “market-dominating business entity” under the Fair Trade Act, which subjects us to additional regulations, including the application of varied interconnection rates. For more information about the interconnection rates applicable to us and our competitors, see “Item 4.B. Business Overview — Interconnection.”

The additional regulations 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.

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. In May 2011, the International Agency for Research on Cancer (the “IARC”), a part of the World Health Organization, announced that it has classified radiofrequency electromagnetic fields associated with wireless phone use as possibly carcinogenic to humans, based on an increased risk for glioma, a malignant type of brain cancer. The IARC conducts research on the causes of human cancer and the mechanisms of carcinogenesis and aims to develop scientific strategies for cancer control. 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 our business by reducing the number of our subscribers or the usage per subscriber.

Our ability to deliver services may be disrupted due to a systems failure, shutdown in our networks or natural disasters.disaster.

Our services are currently carried through our wireless and fixed-line networks, which could be vulnerable to damage or interruptions in operations due to fires, floods, earthquakes, power losses, telecommunication failures, network software flaws, unauthorized access, computer viruses and similar events.events, which may occur from time to time. The occurrence of any of these events could impact our ability to deliver services, we may be liable for damages to our customers caused by such interruptions, our reputation may be damaged and our customers may lose confidence in us, which could have a negative effect on our results of operations.

A global or Korean economic downturn may have a material adverse impact on our business and the ability to meet our funding needs, and could cause the market value of our common shares and American Depositary Shares (“ADSs”) to decline.

In recent years, difficulties affecting the global financial sectors, adverse conditions and volatility in the worldwide credit and financial markets, fluctuations in oil and commodity prices and the general weakness of the global economy have increased the uncertainty of global economic prospects in general and have adversely affected the global and Korean economies. In addition, the global financial markets continue to experience significant volatility as a result of, among other things, the slowdown of economic growth and financial instability in China and other major emerging market economies, as well as political and social instability in various countries in the Middle East and Northern Africa, including Iraq, Syria and Egypt, as well as in Ukraine and Russia. In light of the high level of interdependence of the global economy, any of the foregoing factors may continue to negatively impact local economic conditions in Korea and global economic conditions and financial markets, which could have a material adverse effect on our business, financial condition and results of operations.

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. Adverse global and Korean economic conditions may lead to overall decline and volatility in securities prices of Korean companies, including ours, which may result in trading and valuation losses on our trading and investment securities portfolio. 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 may lead many lenders and institutional investors to reduce or cease providing funding to borrowers, which may negatively impact our liquidity and results of operations. Major market disruptions and adverse changes in economic conditions and regulatory climate may further impair our ability to meet our desired funding needs. We cannot predict future changes in economic conditions. Adverse developments in the global or Korean economies or financial markets may have a material adverse effect on our business and the ability to meet our funding needs, as well as negatively affect the market value of our common shares and ADSs.

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 our common shares and ADSs.

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; 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 our common shares on the KRX KOSPI Market of the Korea Exchange (the “KRX KOSPI Market”). These fluctuations also will affect:

 

the amounts a registered holder or beneficial owner of ADSs will receive from the American Depositary Receipt (“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 our common shares; and

 

the secondary market price of our ADSs.

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

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

The Telecommunications Business Act currently sets a 49.0% limit on the aggregate foreign ownership of our issued shares. Under the Telecommunications Business Act, as amended, a Korean entity, such as SK Holdings Co., Ltd. (“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 15.0% or more of the issued voting stock of the Korean entity. As of December 31, 2017, SK Holdings owned 20,363,452 shares of our common stock, or 25.22%, 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 December 31, 2017, which we believe was 41.4%)would exceed the 49.0% ceiling on foreign shareholding. As of December 31, 2017, the two largest foreign shareholders of SK Holdings each held a 3.5% stake therein.

If our aggregate foreign shareholding limit is exceeded, the MSIT 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 shareholder which owns in the aggregate 15.0% or more of SK Holdings. Furthermore, if SK Holdings is considered a foreign shareholder, it will be prohibited from exercising its voting rights with respect to the shares held in excess of the 49.0% ceiling, which may result in a change in control of us. In addition, the MSIT will be prohibited from granting us licenses or permits necessary for entering into new telecommunications businesses until our aggregate foreign shareholding is reduced to below 49.0%. For a description of further actions that the MSIT could take, see “Item 4.B. Business Overview — Law and Regulation — Foreign Ownership and Investment Restrictions and Requirements.”

Risks Relating to Korea

Unfavorable financial and economic developments in Korea may have an adverse effect on us.

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 of growth and uncertainty, and future growth of the economy is subject to many factors beyond our control.

In recent years, adverse conditions and volatility in the worldwide financial markets, fluctuations in oil and commodity prices, increases in interest rates globally and the general weakness of the global economy have contributed to the uncertainty of global economic prospects in general and have adversely affected, and may continue to adversely affect, the Korean economy. The value of the Won relative to major foreign currencies in general and the U.S. dollar in particular has also fluctuated widely.significantly. See “Item 3.A. Selected Financial Data — Exchange Rates.” A depreciation of the Won increases the cost of imported goods and services and the Won revenue needed by Korean companies to service foreign currency denominated debt. An appreciation of the Won, on the other hand, causes export products of Korean companies to be less competitive by raising their prices in terms of the relevant foreign currency and reduces the Won value of such export sales. Furthermore, as a result of adverse global and Korean economic conditions, there has been significant volatility in the stock prices of Korean companies in recent years. Future declines in the Korea Composite Stock Price Index (known as the “KOSPI”) and large amounts

of sales of Korean securities by foreign investors and subsequent repatriation of the proceeds of such sales may continue to adversely affect the value of the Won, the foreign currency reserves held by financial institutions in Korea and the ability of Korean companies to raise capital. Any future deterioration of the Korean or global economy could adversely affect our business, financial condition and results of operations.

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

 

adverse conditions or uncertainty in the economies of countries and regions that are important export markets for Korea, such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, as well as increased uncertainty in the wake of a referendum in the United Kingdom in June 2016, in which the majority of voters voted in favor of an exit from the European Union (“Brexit”);

increased sovereign default risks in select countries and the 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, the euro, theChinese yuan or Japanese yen orexchange rates and the Chinese renminbi exchange rates)overall impact of Brexit on the value of the Korean Won), interest rates, inflation rates or stock markets;

a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail or smallsmall- and medium sizedmedium-sized enterprise borrowers;

 

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

decreases in the market prices of Korean real estate;

declines in consumer confidence and a slowdown in consumer spending;

 

the continued growth 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 base from Korea to China), as well as a slowdown in the growth of China’s economy, which is Korea’s most important export market;

;

 

investigations of large Korean conglomerates and their senior management for possible misconduct;

social and labor unrest;

 

decreases in the market prices of Korean real estate;

a decrease in tax revenues andor 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 concerning certain Korean conglomerates;

 

increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea;

 

the economic impact of any pending or future free trade agreements or changes in existing free trade agreements;

 

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

 

natural or man-made disasters that have a significant adverse economic or other impact on Korea (such as the sinking of the Sewol ferry in 2014, which significantly dampened consumer sentiment in Korea) or its major trading partners;

 

the occurrence of severe health epidemics in Korea and other parts of the world such(such as the Middle East Respiratory Syndrome outbreak in Korea in 2015;

2015);

 

deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy;policy (such as the controversy between Korea and China regarding the deployment of a Terminal High Altitude Area Defense system in Korea by the United States commencing in March 2017 and the economic and other retaliatory measures imposed by China against Korea during the remainder of 2017);

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

 

hostilities or political or social tensions involving oil producing countries in the Middle East and North Africa and any material disruption in the global supply of oil or sudden increase in the price of oil; and

 

increased reliance on exports to service foreign currency debts, which could cause friction with Korea’s trading partners;

political or social tensions involving Russia and any resulting adverse effects on the global supply of oil or the global financial markets; and

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

Escalations in tensions with North Korea could have an adverse effect on us and the market value of our common shares and 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 future events. In particular, since the death of Kim Jong-il in December 2011, there has been increased uncertainty with respect to the future of North Korea’s political leadership and concern regarding its implications for political and economic stability in the region. Although Kim Jong-il’s third son, Kim Jong-un, has assumed power as his father’s designated successor, the long-term outcome of such leadership transition remains uncertain.

In addition, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon and long-rangeballistic missile programs as well as its hostile military and other actions against Korea. Some of the significant incidents in recent years include the following:

 

From time to time, North Korea has conducted ballistic missile tests. Most recently in February 2016, North Korea launched a long-range rocket in violation of its agreement with the United States as well as United Nations sanctions barring it from conducting launches that use ballistic missile technology. Despite international condemnation, North Korea released a statement that it intends to continue its rocket launch program.

North Korea renounced its obligations under the Nuclear Non ProliferationNon-Proliferation Treaty in January 2003 and conducted threesix rounds of nuclear tests betweensince October 2006, to February 2013,including claimed detonations of hydrogen bombs, which increased tensions inare more powerful than plutonium bombs, and warheads that can be mounted on ballistic missiles. Over the region and elicited strong objections worldwide. In January 2016,years, North Korea has also conducted a series of ballistic missile tests, including missiles launched from submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. In response, the Government has repeatedly condemned the provocations and flagrant violations of relevant United Nations Security Council resolutions. In February 2016, the Government also closed the inter-Korea Gaesong Industrial Complex in response to North Korea’s fourth nuclear test claiming that the test involved its first hydrogen bomb, which claim has not been independently verified. In response to such test (as well as North Korea’s long-range rocket launch in February 2016),January 2016. Internationally, the United Nations Security Council unanimouslyhas passed a resolution in March 2016series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea, most recently in December 2017 in response to North Korea’s intercontinental ballistic missile test in November 2017. Over the years, the United States and the European Union have also expanded their sanctions applicable to North Korea.

 

In August 2015, two Korean soldiers were injured in a landmine explosion near the Korean demilitarized zone. Claiming the landmines were set by North Koreans, the Korean army re-initiated its propaganda program toward North Korea utilizing loudspeakers near the demilitarized zone. In retaliation, the North Korean army fired artillery rounds on the loudspeakers, resulting in the highest level of military readiness for both Koreas. High-ranking officials from North Korea and Korea subsequently entered into an agreement on August 25, 2015 intended to diffuse military tensions.

 

In March 2010, a Korean naval vessel was destroyed by an underwater explosion, killing many of the crewmen on board. The Government formally accused North Korea of causing the sinking, while North Korea denied responsibility. Moreover, in November 2010, North Korea fired more than one hundred artillery shells that hit Korea’s Yeonpyeong Island near the Northern Limit Line, which acts as the de facto maritime boundary between Korea and North Korea on the west coast of the Korean peninsula, causing casualties and significant property damage. The Government condemned North Korea for the attack and vowed stern retaliation should there be further provocation.

North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea. ThereAlthough a bilateral summit between the two Koreas was held on April 27, 2018 and there has been an announcement in March 2018 of a potential summit between the United States and North Korea, there can be no assurance that the level of tension affecting the Korean peninsula will not escalate in the future. Any further increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea and North Korea break down or military hostilities occur, could have a material

adverse effect on our business, results of operations and financial condition and the market value of our common shares and ADSs.

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 KOSPI Market for losses incurred in connection with purchases and sales of securities and other securities transactions arising from (1) false or inaccurate statements provided in the registration statements, prospectuses, business reports, audit reports,semi-annual or quarterly reports and material fact reports and omission of material information in such documents, (2) insider trading, (3) market manipulation and (4) 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. Because of the relatively recent enactment of the act, there is not enough judicial precedent to predict how the courts will apply the 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 upon 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.

There are special risks involved with investing in securities of Korean companies, including the possibility of restrictions being imposed by the Government in emergency circumstances.

As we are a Korean company and operate in a business and cultural environment that is different from that of other countries, there are risks associated with investing in our securities that are not typical for investments in securities of companies in other jurisdictions.

Under the Korean Foreign Exchange Transactions Act, if the Government deems that certain emergency circumstances, including sudden fluctuations in interest rates or exchange rates, extreme difficulty in stabilizing the balance of payments or substantial disturbance in the Korean financial and capital markets, are likely to occur, it may impose any necessary restriction such as requiring Korean or foreign investors to obtain prior approval from the Ministry of Strategy and Finance (the “MOSF”) for the acquisition of Korean securities or for the repatriation of interest, dividends or sales proceeds arising from Korean securities or from disposition of such securities or other transactions involving foreign exchange.

Risks Relating to Securities

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

The Telecommunications Business Act currently sets a 49.0% limit on the aggregate foreign ownership of our issued shares. Under the Telecommunications Business Act, as amended, a Korean entity, such as SK Holdings Co., Ltd. (“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 15.0% or more of the issued voting stock of the Korean entity. As of December 31, 2015, SK Holdings owned 20,363,452 shares of our common stock, or approximately 25.22%, 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 December 31, 2015, which we believe was 39.38%)would exceed the 49.0% ceiling on foreign shareholding. As of December 31, 2015, the two largest foreign shareholders of SK Holdings each held a 3.5% stake therein.

If our aggregate foreign shareholding limit is exceeded, the MSIP 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 shareholder which owns in the aggregate 15.0% or more of SK Holdings. Furthermore, if SK Holdings is considered a foreign shareholder, it will be prohibited from exercising its voting rights with respect to the shares held in excess of the 49.0% ceiling, which may result in a change in control of us. In addition, the MSIP will be prohibited from granting us licenses or permits necessary for entering into new telecommunications businesses until our aggregate foreign shareholding is reduced to below 49.0%. For a description of further actions that the MSIP could take, see “Item 4.B. Business Overview — Law and Regulation — Foreign Ownership and Investment Restrictions and Requirements.”

Sales of our shares by SK Holdings and/or other large shareholders may adversely affect the market value of our common shares and ADSs.

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

As of December 31, 2015,2017, SK Holdings owned 25.22% of our total issued common shares and has not agreed to any restrictions on its ability to dispose of our shares. See “Item 7.A. Major Shareholders.” We can make no prediction as to the timing or amount of any sales of our common shares. We cannot assure you that future sales of our common shares, or the availability of our common shares for future sale, will not adversely affect the prevailing market value of our common shares or ADSs from time to time.

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

Under the deposit agreement, holders of our common shares 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 our common shares. 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 our common shares represented by ADSs, which was 9,259,5528,804,190 shares as of March 31, 2016,2018, exceeds a specified maximum, subject to adjustment under certain circumstances. Incircumstances.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 incorporation or (2) if a person intending to make a deposit has been identified as a holder of at least 3.0% of our common shares. See “Item 10.B. Memorandum and Articles of Association — Description of American Depositary Shares.” It is possible that we may not give the consent. Consequently, an investor who has surrendered his or her 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 new shares and may suffer dilution of his or her equity interest in us.

The Korean Commercial Code and our articles of 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 a right to subscribe for additional new common shares or any other rights of similar 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 Securities Act 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 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 or her 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 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.

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 us any judgments obtained from the 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 SEC and listed on the New York Stock Exchange (the “NYSE”), we are and in the future will be, subject to certain corporate governance standards as mandated by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). However, foreign private issuers, including us, are exempt from certain corporate governance requirements under the Sarbanes-Oxley Act or under the rules of the NYSE. There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public ornon-public companies in other countries. Such differences in corporate governance standards and less public information available could result in corporate governance practices or disclosures that are perceived as less than satisfactory by investors in certain countries.

There are special risks involved with investing in securities of Korean companies, including the possibility of restrictions being imposed by the Government in emergency circumstances.

As we are a Korean company and operate in a business and cultural environment that is different from that of other countries, there are risks associated with investing in our securities that are not typical for investments in securities of companies in other jurisdictions.

Under the Korean Foreign Exchange Transactions Law, if the Government deems that certain emergency circumstances, including sudden fluctuations in interest rates or exchange rates, extreme difficulty in stabilizing the balance of payments or substantial disturbance in the Korean financial and capital markets, are likely to occur, it may impose any necessary restriction such as requiring Korean or foreign investors to obtain prior approval from the Minister of Strategy and Finance for the acquisition of Korean securities or for the repatriation of interest, dividends or sales proceeds arising from Korean securities or from disposition of such securities or other transactions involving foreign exchange.

 

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 had 30.2 million wireless subscribers, including MVNO subscribers leasing our networks, as of December 31, 2017, representing a market share of 48.2%, the largest market share among Korean wireless telecommunications service providers. 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, and are well-positioned to become Korea’s leading platform service provider through our three next-generation growth platforms,businesses in IoT solutions, lifestyle enhancementmedia and advanced media.

In 2008e-commerce and 2009, we acquired additional equity interests in SK Broadband to increaseother innovative products offered through our total equity interest in SK Broadband to 50.6%. In June 2015, SK Broadband became our wholly-owned subsidiary pursuant to a share exchange transaction (the “Share Exchange”) through which we acquired all of the shares of SK Broadband that we did not otherwise own in exchange for 1,692,824 of our treasury shares and cash.

In September 2009, we completed the acquisition of the leased-line business and related ancillary businesses of SK Networks Co., Ltd. (“SK Networks”) for approximately Won 892.8 billion and assumed Won 611.4 billion of debt as part of the transaction. Historically, we have relied on KT and SK Networks to provide a substantial majority of the transmission lines we lease.platform services, including artificial intelligence solutions.

In February 2012, we acquired a 21.1%an equity stake in SK Hynix, one of the world’s largest memory-chip makers by revenue, for an aggregate purchase price of approximately Won 3.4 trillion, and became its largest shareholder. As of December 31, 2017, we held a 20.1% equity interest in SK Hynix.

On March 31, 2016,2018, we had a market capitalization of approximately Won 16.818.9 trillion (US$14.817.7 billion, as translated at the noon buying rate of March 31, 2016)2018) or approximately 1.3%1.2% of the total market capitalization on

the KRX KOSPI Market, making us the fifteenthnineteenth largest company listed on the KRX KOSPI Market based on market capitalization on that date.Ourdate. Our ADSs, each representingone-ninth of one share of our common stock, have traded on the NYSE since June 27, 1996.

We established our telecommunications business in March 1984 under the name of Korea Mobile Telecommunications Co., Ltd. We changed our name to SK Telecom Co., Ltd., effective March 21, 1997. In January 2002, we merged with Shinsegi Telecom Co., Ltd. (“Shinsegi”), which was then the third-largest wireless telecommunications service provider in Korea. Our registered office is at SKT-Tower, 65,Eulji-ro,Jung-gu, Seoul 04539, Korea and our telephone number is +82-2-6100-2114.

Recent Developments+82-2-6100-2114.

On November 2, 2015, we entered into a share purchase agreement with CJ O Shopping to acquire a 30.0% interest in CJ HelloVision, a fixed-line cable TV broadcast service provider, for an aggregate purchase price of Won 500.0 billion. In November 2015, we conducted a tender offer for shares of CJ HelloVision and acquired 6,671,993 shares for Won 80.1 billion. Upon the acquisition of CJ HelloVision, SK Broadband will be merged with and into CJ HelloVision pursuant to a merger agreement dated November 2, 2015, and we will be allocated 0.4761236 shares of the merged company for each share of SK Broadband to have a 78.3% equity stake in the merged company. The acquisition and subsequent merger are subject to certain closing conditions, including obtaining regulatory approval from the relevant authorities.

Following the acquisition and subsequent merger, we expect to develop additional technology and infrastructure to integrate our various media service offerings. As of December 31, 2015, CJ HelloVision had a market share of 14.4% of the pay TV market with approximately 4.2 million cable TV subscribers. For further details regarding the acquisition and subsequent merger, refer to the Form 6-Ks furnished to the SEC on November 3, 2015 entitled “Decision on Acquisition of Shares of CJ HelloVision” and “Decision on Merger of SK Broadband,” the Form 6-K/A furnished to the SEC on February 16, 2016 entitled “Changes to the Merger Ratio and Number of New Shares to be Issued Relating to the Merger of SK Broadband and CJ HelloVision,” theForm 6-K/As furnished to the SEC on April 4, 2016 entitled “Changes to the Number of Shares to be Held after Share Acquisition and Scheduled Acquisition Date” and “Changes to the Merger Schedule Relating to the Merger of SK Broadband and CJ HelloVision.��

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 began providing wireless telecommunications services under Government licenses 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 providers merged.

There are currently three mobile network operators in Korea: our company, KT and LG U+. As of December 31, 2015,2017, the market share of the Korean wireless telecommunications market, in terms of number of subscribers, of KT and LG U+ was approximately 30.4%31.2% and 20.2%20.6%, respectively (compared to our market share of 49.4%48.2%), each including MVNO subscribers leasing the respective networks. As of December 31, 2015,2017, MVNOs had a combined market share of 10.1%12.0%, of which MVNOs leasing our networks represented 4.6%5.5%, MVNOs leasing KT’s networks represented 4.7%5.6% and MVNOs leasing LG U+’s networks represented 0.8%0.9%.

Telecommunications industry growth in Korea has been among the most rapid in the world, with fixed-line penetration being under five lines per 100 population in 1978 and increasing to 47.9 lines per 100 population as of December 31, 2006 before decreasing to 31.729.0 lines per 100 population as of December 31, 2015,2017, and wireless

penetration increasing from 7.0 subscribers per 100 population in 1996 to 112.4121.0 subscribers per 100 population as of December 31, 2015.The2017. The table below sets forth certain subscription and penetration information regarding the Korean telecommunications industry as of the dates indicated:

 

  As of December 31,   As of December 31, 
  2015   2014   2013   2012   2011   2017   2016   2015   2014   2013 
  (In thousands, except for per population amounts)   (In thousands, except for per population amounts) 

Population of Korea(1)

   51,529     51,328     51,141     50,948     50,734  

Population of Korea(1)

   51,779    51,696    51,529    51,328    51,141 

Wireless Subscribers

   57,937     56,310     54,681     53,624     52,507     62,651    60,287    57,937    56,310    54,681 

Wireless Subscribers per 100 Population

   112.4     109.7     106.9     105.3     103.5     121.0    116.6    112.4    109.7    106.9 

Telephone Lines in Service

   16,341     16,939     17,620     18,261     18,633     15,039    15,746    16,341    16,939    17,620 

Telephone Lines per 100 Population

   31.7     33.0     34.5     35.8     36.7     29.0    30.5    31.7    33.0    34.5 

 

 

(1)Source: The Ministry of the Interior.Interior and Safety.

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 and the implementation of LTE technology providing for fast data transmission speeds and large data transmission capacity. As of December 31, 2015,2017, approximately 53.757.1 million Korean wireless subscribers owned Internet-enabled handsets capable of accessing wireless Internet services, including 43.748.6 million subscribers that own smartphones that have direct access to the Internet using mobile Internet technology.The table below sets forth certain penetration information regarding the number of Internet-enabled handsets, smartphones and wireless subscribers in Korea as of the dates indicated:

 

  As of December 31,   As of December 31, 
  2015 2014 2013 2012 2011   2017 2016 2015 2014 2013 
  (In thousands, except for percentage data)   (In thousands, except for percentage data) 

Number of Wireless Internet-Enabled Handsets

   53,737    52,833    50,858    50,420    49,297     57,089  55,085  53,737  52,833  50,858 

Number of Smartphones

   43,668    40,560    37,517    32,727    22,578     48,607  46,418  43,668  40,560  37,517 

Total Number of Wireless Subscribers

   57,937    56,310    54,681    53,624    52,507     62,651  60,287  57,937  56,310  54,681 

Penetration of Wireless Internet-Enabled Handsets

   92.8  93.8  93.0  94.0  93.9   91.1 91.4 92.8 93.8 93.0

Penetration of Smartphones

   75.4  72.0  66.9  61.0  43.0   77.6 77.0 75.4 72.0 66.9

In addition to its well-developed wireless telecommunications sector, Korea has one of the largest Internet markets in the Asia Pacific region. According to Korea Internet & Security Agency, the percentage of Internet users in Korea is greater than 80% of the population.From the end of 2005 to the end of 2015,2017, the number of broadband Internet access subscribers increased from approximately 12.2 million to approximately 20.0 million. In21.2 million.In connection with such growth in broadband Internet usage, the number of IPTV subscribers has also increased rapidly. The table below sets forth certain information regarding broadband Internet access subscribers and IPTV subscribers as of the dates indicated:

 

  As of December 31,   As of December 31, 
  2015   2014   2013   2012   2011   2017   2016   2015   2014   2013 
  (In thousands)   (In thousands) 

Number of Broadband Internet Access Subscribers(1)

   20,025     19,199     18,738     18,253     17,860  

Number of Broadband Internet Access Subscribers(1)

   21,225    20,556    20,025    19,199    18,738 

Number of IPTV Subscribers

   12,314     10,840     8,738     6,457     4,894     15,381    11,850    10,991    9,670    8,738 

 

 

(1)Includes subscribers accessing Internet service using digital subscriber line, or xDSL, connections; cable modem connections; local area network, or LAN, connections;fiber-to-the-home, or FTTH, connections and satellite connections.

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 and fixed-line technologies and services as well as develop our three next-generation growth platforms,businesses in IoT solutions, lifestyle enhancementmedia and advanced media.Oure-commerce and other innovative products offered through our platform services, including artificial intelligence solutions.Our operations are reported in threefour segments:

 

cellular services, which include wireless voice and data transmission services, sales of wireless devices, IoT solutions platform services and lifestyle enhancement platform services;

 

fixed-line telecommunication services, which include fixed-line telephone services, broadband Internet services, advanced media platform services (including IPTV) and business communications services; and

 

other businesses,e-commerce services, which include 11st, our commerceopen marketplace business, and our hardware business.

other commerce solutions; and

other businesses.

Our Business Strategy

We believe that the current trends in the Korean telecommunications industry are characterized by technological change, evolving consumer needs and increasing digital convergence. Against the backdrop of these industry trends, we aim to maintain our leading position in the Korean market for wireless telecommunications services and actively develop our next-generation growth businesses in IoT solutions, media ande-commerce and other innovative products offered through our platform services. We plan to further utilize our big data analysis capabilities to create products and services that are tailored to our customers’ evolving needs, as well as actively develop differentiatedincorporate artificial intelligence capabilities directly into many of the products and services on our growth platforms, comprising our IoT solutions platform, lifestyle enhancement platform and advanced media platform, through which we will continue our growth in a rapidly changing business environment. offer.

Our corporate vision is to be a “Partner for New Possibilities” for both individuals“Create Customer’s Pride” and businesses by leveragingprovide enhanced customer value through integrated products and services that better meet our network infrastructure and cutting-edge technologies.customers’ needs. To take advantage of these industry trends and further realize our corporate vision and become a leader in information and communication technologies (“ICT”), we have undertaken the following strategic initiatives.

 

  

Maintain our leadership in the wireless services business by offering differentiated value-addedcustomer-oriented products and services. We plan to maintain our leadership in the wireless services business by accurately analyzing the needs of our subscribers and providing products and services with differentiated value propositions offered by our competitors. For example, we will continue to develop high-quality devices with convenient features at reasonable price points that run exclusively on our networksmeet such as the Luna and the Sol. In addition, we will continue to offer various rate plans that are tailored to meet our customers’ needs for increased data usage such as our “Commuter Free” plan, which offers unlimited wireless data usage during rush hour for a fixed rate.needs. We plan to strengthen our customer relationships by engaging our subscribers to integrate our service offerings in various aspects of their daily lives such as “T map,” our interactive navigation service which we provide to our wireless subscribersall users free of charge “Club T Kids,” our childcare and kids’ community platform service offered exclusively for our wireless subscribers, and “oksusu,” our mobile IPTV service with a wide range of unique media offerings. We also provide bundled subscriptions to our wireless and fixed-line service offerings, and we believe such bundled subscriptions contribute to increased customer retention and acquisition of new subscribers for both our wireless and fixed-line services due to convenience. In addition, we believe our “T Membership” program, our membership service, also contributes to our subscriber retention with the breadth of membership benefits we provide through our membership partners.

 

  

StrengthenDevelop our three next-generation growth platformsbusinesses. As part of our initiative to be the leadingnext-generation platform provider, weWe aim to continue to develop our next-generation growth platforms,businesses in IoT solutions, lifestyle enhancementmedia and advanced media, to providee-commerce and other innovative products offered through our platform services, including artificial intelligence solutions, which we believe complement and create synergies with our wireless and fixed-line services and through which we can generate new sources of revenue growth.

We believe these services will enable us to increase the retention of our wireless subscribers as well as attract new customers.

Through our IoT solutions platform, we offer “Smart Home,” a home monitoring service platform for residential customers and customized IoT solutions utilizing machine-to-machine (“M2M”) connections to our business customers. We will continue to analyze our users’ lifestyles to provide value-added services that can be integrated in our “Smart Home” users’ daily lives and collaborate with our partners to develop a wide range of compatible appliances and devices. In addition, we endeavor to provide customizedvalue-added services to our business customers and create an ecosystem through which domestic and global

manufacturers can develop innovative hardware for our IoT solutions platform. Through our lifestyle enhancement platform, we provide various value-added services to enhance our customers’ lifestyles. Through our “3C” strategy, we aim to provide high-quality “content” through which customers with similar interests and needs can form “communities” from which we generate “commerce” by marketing and advertising targeted products and services. We believe these services will enable us to increase the retention of our wireless subscribers as well as attract new customers. Furthermore, we will continue to enlarge the scope of our media services and content offerings available on our advanced media platform to provide our subscribers with a vast library of high-quality content that can be accessed through our wireless andfixed-line networks.

  

Further expandDevelop our commercetechnological capabilities to support our future 5G network.We aim to research and develop cutting-edge 5G technologies that will be adopted as the technological standard for 5G and to acquire the necessary bandwidth to launch 5G services. In addition, we aim to collaborate with various partners to identify new business globally.    With the expertise we have gained throughopportunities that can potentially leverage our operation of “11st,” our online open marketplace, and our online-to-offline (“O2O”) commerce businesses in Korea as well as certain markets in Southeast Asia and the U.S., we intend to further expand into other overseas markets and lead the growth of the e-commerce industry in such markets.

future 5G network.

Cellular Services

We offer wireless voice and data transmission services, sell wireless devices and provide IoT solutions and lifestyle enhancementinnovative platform services through our cellular services segment. Our wireless voice and data transmission services are offered through our backbone networks that collectively can be accessed by approximately 99.0% of the Korean population.Wepopulation. We had 28.630.2 million wireless subscribers, including MVNO subscribers leasing our networks, as of December 31, 2015,2017, representing a market share of 49.4%48.2%, the largest market share among Korean wireless telecommunications service providers. The table below sets forth the number of subscribers, including subscribers of MVNOs that lease our wireless networks, using our various digital wireless networks as of the dates indicated:

 

  As of December 31,   As of December 31, 
  2015   2014   2013   2012   2011   2017   2016   2015   2014   2013 
  (in thousands)   (in thousands) 

Network

                    

LTE

   18,980     16,737     13,487     7,530     634     22,865    21,078    18,980    16,737    13,487 

WCDMA

   7,008     8,020     9,909     14,459     19,037     5,842    6,491    7,008    8,020    9,909 

CDMA

   2,638     3,521     3,957     4,972     6,882     1,488    2,026    2,638    3,521    3,957 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

   28,626     28,279     27,352     26,961     26,553     30,195    29,595    28,626    28,278    27,353 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

As part of our initiative to be the leading next-generation platform provider, we aim to continue to develop our IoT solutions platformIn 2017, 2016 and lifestyle enhancement platform to provide services which we believe complement and create synergies with our wireless telecommunications service.

In 2015, 2014 and 2013, our cellular services segment revenue was Won 13,269.313,262.1 billion, Won 13,527.913,004.9 billion and Won 13,315.513,269.3 billion, respectively, representing approximately75.7%, 76.1% and 77.4%, 78.8% and 80.2%, respectively, of our consolidated revenue.

Wireless Services

We offer wireless voice transmission and data transmission services to our subscribers through our backbone networks. Our wireless telecommunications services are available to our subscribers receiving service under the SK Telecom brand. In addition, customers can obtain wireless telecommunications services that operate on our network from MVNOs that lease our wireless networks. We derive revenues from our wireless telecommunications service principally through monthly plan-based fees as described in “— Rate Plans” below.

To complement our basic voice transmission services, weWe provide avoice-over-LTE service, known as our “HD Voice” service, to all of our LTE subscribers. HD Voice service is a premium communication service which featuressubscribers featuring high-quality voice transmission, fast call connection,voice-to-video call switching and digital content sharing during calls. In addition, we provide “T phone” service, which is available on most devices running on the Google Android operating system. Our T phone service provides our customers with a number of convenient call functions, including a function to block spam calls and a function called “T114” that informs customers of the

phone numbers of stores, hospitals and other facilities closest in proximity to the customer’s current location. As of December 31, 2015, there were more than 8.0 million subscribers to the T phone service compared to approximately 4.3 million subscribers as of December 31, 2014.

We also offer our subscribers a wide range of wireless data transmissions services. Our messaging service allows our subscribers to send and receive text, graphic, audio and video messages. In addition, our subscribers can access a wide variety of digital content and services through mobile applications providing music, video, gaming, news, commerce and financial services as well as solutions that enable subscribers to access the Internet ande-mail. 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.

Through service agreements with various foreign wireless telecommunications service providers, we offer cellular global roaming services, branded as our “T-Roaming”“T-Roaming” service. Global roaming services allow subscribers traveling abroad to make and receive calls using their regular mobile phone numbers. In addition, we provide global roaming service to foreigners traveling to Korea. In such cases, we generally receive a fee from the traveler’s local wireless telecommunications service provider.

Through SK Telink, we also operate our MVNO business under the brand “7Mobile,“SK 7Mobile,” which we believe offers excellent quality at reasonable rates utilizing SK Telecom’s wireless networks. SK Telink is focused on developinglow-cost distribution channels and targeting niche customer segments that have a lower average revenue per user than that of SK Telecom’s subscriber base.

In addition, we provide interconnection service to connect our networks to domestic and internationalfixed-line and other wireless networks. See “Item 4.B. Business Overview — Interconnection.”

Wireless Device Sales

We offer several categories of wireless devices, including smartphones and basic phones, tablets and other Internet access devices and wearable devices.devices that are sold through an extensive distribution network, which consists of authorized exclusive dealers and independent retailers, as well as branch offices and stores directly operated by us through our wholly-owned subsidiary, PS&Marketing Co., Ltd. (“PS&Marketing”). As of December 31, 2015,2017, approximately 20.623.0 million, or 72.0%76.1%, of our subscribers (including MVNO subscribers leasing our networks) owned smartphones that have direct access to the Internet compared to approximately 19.521.9 million subscribers, or 68.1%73.9%, as of December 31, 2014.2016.We purchase a substantial majority of our wireless devices from Samsung Electronics, Apple and LG Electronics.

Smartphones and Basic Phones.    All of theWe offer smartphones we offerthat are enabled to utilize our LTE and/or WCDMAdigital wireless networks and run on various operating systems, such as Apple iOS and Google Android. Most of theWe also offer basic phones we offer are enabled to utilize our WCDMA networks andthat have the ability to access wireless Internet services.

Tablets and Other Internet Devices.We offer tablets which can access the Internet via our LTE and/or WCDMAdigital wireless networks and aWi-Fi connection. The tablets run primarily on the Apple iOS and Google Android operating systems. In addition, we also offer “T Pocket Pie”Pocket-Fi” devices that provide a mobile LTE connection and are capable of connecting multipleWi-Fi enabled devices to the Internet at one time. We offer targeted rate plans for our T Pocket PiePocket-Fi device. See “— Rate Plans” below.

Wearable Devices.    We offer various wearable devices including smart watches “T pet,” our pet tracking device, and “T kids’ phone – Joon”.phone-Joon.” These devices utilize our WCDMA networkdigital wireless networks and have specific features for the relevant target customer. Forcustomer.For example, T pet devices enable pet owners to send voice messages to their pets, track their position using global positioning system (“GPS”) technology as well as track and log their activity. T kids’ phone – Joonphone-Joon is a wearable phone targeted towards children and provides simple calling, messaging and chat services as well as GPSglobal positioning system (“GPS”) tracking capabilities. We offer targeted rate plans that are specific to these wearable devices. See “— Rate Plans” below.

We purchase a substantial majority of our wireless devices from Samsung Electronics, Apple and LG Electronics.We also offer a number of devices that were designed by us to exclusively run on our networks such as the Luna which was launched in September 2015 and the Sol which was launched in January 2016. The Luna and the Sol were both designed to include convenient features to easily access media contents that are popular among our subscribers and to provide high-quality devices at a relatively low-to-mid range price point. We intend to continue to work with device manufacturers to develop exclusive devices offering high quality and convenience at competitive prices.

IoT Solutions Platform Services

Through our IoT solutions platform,business, we provide a home monitoring service platform for residential customers and network access and enhanced services to support telemetry-type applications, which are characterized by M2Mmachine-to-machine (“M2M”) wireless connections, to business customers. In order to promote the growth of our IoT solutions business, we deployed networks nationwide that are designed to support IoT devices, namely our high-speedLTE-M network in March 2016 and ourlow-cost Low Power Wide Area Network based on LoRa technology in July 2016. In 2018, we expect to increase the battery efficiency of our IoT devices by launching our LTE Cat.M1 technology and further enhance our competitiveness in this business.

In May 2015, we launched “Smart Home,” a mobile application-based home monitoring service for residential customers. Smart Home is a paid subscription service available not only to our wireless and fixed-line service subscribers but also to subscribers of our competitors’ wireless and fixed-line services. Through partnerships with more than 35 construction companies, we providedbuilt-in Smart Home services to more than 14,000 homes as of December 31, 2017.Through Smart Home, users can control and monitor their home environment from their mobile devices and enhance the safety and convenience of their daily lives. We have also partnered with more than 3070 electronics and appliance manufacturers, including Samsung Electronics and LG Electronics, to develop a wide range of appliances, electronic devices, door security, heating and lighting systems that are compatible with our Smart Home service.

We also provide network access and customized IoT solutions to our business customers. Our M2M services support devices that are used in a variety of market segments, including retail, utilities, security, automotive, agriculture and data analytics. For example, in 2016, we partnered with Renault Samsung Motors, SsangYong Motor, Jaguar Land Rover and Kia Motors to integrateT-map with theirin-vehicle navigation systems, and we expect to further expand our “connected car” technologies over the next few years. In addition, we provide enhanced solutions to businesses in order to connect with and monitor their equipment, such as fleet management devices used to monitor city-operated rental bicycles and utility monitoring devices for smart grid applications.

Lifestyle Enhancement Platform Services

Through our lifestyle enhancement platform services business, we seek to provide innovative products and services that meet our customers’ evolving needs in an increasingly connected world. For example, we provide various value-added services to enhance our customers’ lifestyles in areas such as shopping, childcare, security, finance and education with customized content based on their personal interests. Through our “3C” strategy, we aim to provide high-quality “content” through which customers with similar interests and needs can form “communities” from which we generate “commerce” by marketing and advertising targeted products and services. We provide certain services exclusively to our wireless service subscribers as well as certain services to users regardless of whether they have a wireless service subscription with us.

Examples of services we provide exclusively to our wireless service subscribers are “Club T Kids” and “Petween.” Club T Kids comprises a care service platform for parents through the “T Kids” mobile application and a community platform for kids through the T kids’ phone – Joon. Through the T Kids mobile application, parents can call their children, check their location, sign up for various children’s activity programs and order organic groceries. Through the T kids’ phone – Joon, kids can communicate with their parents, send messages to and chat with their friends, play games and collect character badges. Through Petween, which is currently accessible through the Petween website, pet owners can communicate with each other, access petcare advice from veterinarians and purchase petcare products. We believe these services provide differentiated value to our wireless service subscribers’ lifestyles and enhance their loyalty to us.

Examples of services we provide to users regardless of whether they have a wireless service subscription with us are “Deal Light” and “Beauty Link.” Deal Light, which is accessible through the Deal Light website and mobile application, is an online marketplace for used products in which we participate directly in the purchase and sale process and pick up the product from the seller and then verify, clean, package, process payment for, and deliver the product to, the buyer. Beauty Link, which is accessible through a mobile application, provides information about nail salons such as location, service offerings and price as well as customer feedback. We believe we can attract new customers by offering specializedlocation-based services such as these.

In addition, we provide other value-added services that enhance our customers’ lifestyles. We providelocation-based services such as “TT map,” an interactive navigation service which we provide to our and our competitors’ wireless subscribers free of charge and which wireless subscribers to our competitors can subscribe to for a monthly fee.charge. T map uses GPS technology to transmit driving directions, real-time traffic updates and emergency rescue assistance to wireless devices. As of December 31, 2017, there were approximately 10.4 million monthly average users of our T map service. As discussed in “— IoT Solutions”, in 2016, we integrated our T map services with our automotive IoT solutions. In September 2017, we also integrated NUGU, described in more detail below, into our T map service enabling users to use voice commands to operate their mobile devices while driving.

In addition, we provide mobile“T phone” service, which provides our customers with a number of convenient call functions, including a function to block spam calls and a function called “T114” that informs customers of the phone verificationnumbers of stores, hospitals and other facilities closest to the customer’s current location.

We also offer artificial intelligence solutions through our platform services enablingbusiness. For example, in September 2016, we launched NUGU, the first intelligent virtual assistant service launched in Korea with Korean language capabilities based on advanced voice recognition technologies. NUGU currently offers a wide range of services including music streaming, connectivity with “Smart Home” and other IoT solutions for the home, ordering food, and informational and other personal assistance services, and we plan to continually enhance its functionalities through software updates. Through cloud-based deep-learning technology, NUGU is designed to evolve on its own as it collects more data about its users over time. We have integrated NUGU into our T map service as discussed above as well as our B tv service as further discussed in “— Fixed-line Telecommunication Services — Advanced Media Platform (including IPTV).” We continue to process secure mobile payment transactions.

explore ways in which we can leverage our NUGU technology to enhance our existing products and services.

Rate Plans

We offer our wireless telecommunications services on both a postpaid and prepaid basis. Approximately 94%93.4% of our subscribers received our wireless telecommunications services on a postpaid basis as of December 31, 2015.2017. Postpaid accounts primarily represent retail subscribers under contract with SK Telecom under which a subscriber is billed in advance a monthly fixed rate in return for a monthly network service allowance and usage for outgoing voice calls and wireless data services beyond the allowance is billed in arrears.arrears, where payment of the total amount of the bill is due at the end of the month. The standard contract period for our rate plans is 24 months, although our subscribers have the option to enter into shorter term contracts or nofixed-term contract at all. We provide various subsidies and discounts, including handset subsidies, depending on the length of the contract.contract and the subscriber’s chosen rate plan. Our prepaid service enables individuals to obtain wireless telecommunications services without a fixed-term contract by paying for all services in advance according to expected usage. We do not charge our customers for incoming calls, although we do receive interconnection charges from KT and other companies for calls from the fixed-line network terminating on our networks and interconnection revenues from other wireless network operators. See “Item 4.B. Business Overview — Interconnection.”

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.

Basic Rate Plans.    We offer various postpaid account plans for smartphones and basic phones that are designed to meet a wide range of subscriber needs and interests. As of December 31, 2015,2017, approximately 715 million subscribers have subscribed to “Band Data” plans, which are our representative smartphone rate plans featuring unlimited domestic voice minutes and text messaging and a fixed data transmission allowance per month as well as free access to live TV on “oksusu,” our mobile IPTV service, that range from Won 29,00029,900 to Won 100,00069,000 per month. Ourmonth.Our “Voice Free” plans are available for our basic phones and feature a fixed allowance of voice minutes and 50 text messages per month with rates that range from Won 19,000 to Won 94,000 per month Wemonth.We also offer a standard rate plan for Won 11,000 per month, through which the subscriber is charged per usage amount, other than on text message usage up to 50 messages per month.

In addition, we provide a variety of differentiated rate plans for our customer segments by age such as children, teenagers and senior citizens. We also offer rate plans for specific customer segments, such as our “Band Data Global Pack”“T Global” rate plans for foreigners featuring unlimited domestic voice minutes and text messaging, a fixed allowance of international voice minutes and data transmission per month and our “Weekend Ting” rate plans for people in the military serviceteenagers featuring unlimited domestic voice minutes, text messaging andmore data transmission allowance on weekends. We also provide “T Signature” rate plans for Won 2,000 per daycustomers seeking unlimited wireless data usage for fixed rates and a multitude of use while on leave.other premium benefits such as mobile device insurance coverage and mobile device upgrades.

For our T Pocket PiePocket-Fi device, we provide a fixed monthly data transmission allowance of 10 GB for Won 15,000 per month and 20 GB for Won 22,500 per month. Withmonth.With respect to the wearable devices that we offer, we offer targeted rate plans such as the “T Outdoor” rate plan for smart watches atthat range from Won 10,000 to Won 11,000 per month, the “T pet” rate plan for our T pet device at Won 5,000 per month and the “T kids”“Cookiz” rate planplans for our T kids’ phone – Joonphone-Joon devices atthat range from Won 8,000 to Won 18,000 per month.

DataAdd-on Rate Plans.    We offer a variety of optional “add-on”“add-on” rate plans that are designed to meet a wide range of subscriber needs with respect to increased data usage that followed the widespread use of smartphones and faster transmission speeds made possible by LTE technology. For example, we offer data plans that offer unlimited data based on time, place and occasion such as our “Subway Free” plan, which offers unlimited wireless data usage on subway platforms and inside subways and our “Commuter Free” plan, which offers unlimited wireless data usage during rush hour, each for a fixed rate of Won 9,000 per month. WeFor certain rate plan subscribers, we also offer a daily allowance of 1 GB of oksusu access and a monthly allowance of 8,000 points to purchase media content on oksusu through our “Band Play Pack”“oksusu Safe” plan for Won 5,000 or Won 8,000 per month.month, depending on the subscribers’ basic rate plan. “Safe Option Premium” offers an additional daily data transmission allowance of 50 MB to subscribers who have used the maximum data transmission on their existing plan without incurring additional data transmission fees for a fixed rate of Won 8,000 per month. We also offer “T Data Coupons,” through which subscribers can purchase a fixed amount of data for a fixed price. T Data Coupons range from Won 2,000 for 100MB of data to Won 33,000 for 5GB of data. As T Data Coupons are valid for one year after first use, we believe they are attractive to sporadic data users. T Data Couponsprice and can also be sent as “gifts” to family

and friends that need additional data allowance. We believe that our dataadd-on rate plan offerings have contributed to the increase in data usage to 3.96.0 GB of average monthly data usage per LTE subscriber as of December 31, 20152017 from 3.05.2 GB as of December 31, 2014.2016.

Roaming Plans.    We provide fixed-rate international roaming plans such as our “T Roaming Data Unlimited OnePass” planplans which providesprovide data roaming services at different speeds depending on usage amount for Won 9,000 per day using WCDMA networks and is available in 148 countries and our “T Roaming LTE Data Unlimited OnePass” plan which provides data roaming services at different speeds depending on usage amount forto Won 15,000 per day using LTE networks and isare available in 55 countries. Our “T Roaming Data OnePass Premium” plan provides data roaming services at different speedsup to 160 countries, depending on usage amount and a usage charge for outgoing voice calls of Won 500 per minute for Won 12,000 per day using WCDMA networks and is available in 35 countries.the specific plan chosen. With respect to international calls placed by a subscriber, unless the subscriber uses one of our fixed-rate international roaming plans, 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 “Item 4.B. Business Overview — Interconnection.”

Digital Wireless Network

We offer wireless voice and data transmission services throughout Korea using digital wireless networks, primarily consisting of our LTE network, WCDMA network, CDMA network,Wi-Fi network and Wi-Fi network. WeLoRa network.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.

LTE Network.    LTE technology has become widely accepted globally as the standard fourth generation technology and enables data to be transmitted at speeds faster than our CDMA and WCDMA networks. We commenced commercial wireless telecommunications services based on LTE technology which is generally referred to as a fourth generation technology, onin July 1, 2011 and expanded the coverage area of our LTE services to nationwide by the end of April 2012. We launched our LTE multi-carrier service in the 1.8 GHz spectrum in July 2012. In June 2013, we commenced providing commercialLTE-A services at speeds of up to 150 Mbps using carrier aggregation technology which combines spectrum frequencies to improve data transmission speed and capacity, and in June 2014, we launched wideband LTE-A services at speeds of up to 225 Mbps and expanded coverage nationwide in 2014. In December 2014, we commenced tri-band LTE-Atri-bandLTE-A services, which bundlesbundled three different bandwidths to allow faster network service at speeds of up to 300 Mbps. In June 2017, we commenced five-bandLTE-A services, which bundles five different bandwidths to allow even faster network service at speeds of up to 700 Mbps as well as enhancedtri-bandLTE-A

services utilizing 4x4 MIMO technology providing data transmission speeds of up to 900 Mbps.With these developments in Seoul and other metropolitan areas. Since then, we have expanded coverage nationwide andLTE technology, our LTE penetration increased to 75.7% as of December 31, 2015, the nationwide geographic coverage percentage2017 compared to 49.3% as of our tri-band LTE-A service was approximately 51.9% according to the MSIP.December 31, 2013. We continue to deploy improvedLTE-A technology to increase the maximum data transmission speed of our services.LTE technology has become widely accepted globally as the standard fourth generation technology. LTE technology enables data to be transmittedservices.In March 2016, we also launched ourLTE-M services at speeds faster thanof up to 10 Mbps for M2M connections relating to our CDMA and WCDMA networks. OurIoT solutions.Our continued upgrades to our LTE technology enables even faster data transmission speeds, as shown below.

 

Wireless network technology

(MonthDate of commencement of services)

  Maximum download speed for data
transmission
   Maximum upload speed for data
transmission
 

LTE (July 2011)

   75 Mbps    37.5 Mbps 

LTE-A (June 2013)

   150 Mbps    75 Mbps 

WidebandLTE-A (June 2014)

   225 Mbps    112.5 Mbps 

Tri-band LTE-ATri-bandLTE-A (December 2014)

   300 Mbps    150 Mbps 

Five-bandLTE-A (June 2017)

700 Mbps350 Mbps

Tri-bandLTE-A with 4x4 MIMO (June 2017)

900 Mbps450 Mbps

We believe that our advanced LTE technology and dense network infrastructure enable us to provide the fastest LTE data transmission network nationwide. In December 2017, the MSIT announced that our LTE network provided the fastest upload and download speeds among the three mobile network operators, KT, LG U+ and us. The nationwide average download speed of our LTE network was 163.9 Mbps compared to 131.0 Mbps for KT’s LTE network and 105.3 Mbps for LG U+’s LTE network.

The faster data transmission speed of our LTE network has allowed us to offer significantly improved wireless data transmission services, providing our subscribers with faster wireless access to multimedia content. We have been building new access networks and evolved packet cores for our LTE network, while we utilize our existing WCDMA network for other parts of our LTE network. Fornetwork.For more information about our capital expenditures relating to our LTE network, see “Item 5.B. Liquidity and Capital Resources.”

CDMA and WCDMA 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.

WCDMA technology enables us to offer significantly faster and higher-quality voice and data transmission and supports more sophisticated wireless data transmission services than is possible through our CDMA network. We commenced provision of our WCDMA services on a limited basis in Seoul at the end of 2003. Since then, we expanded our WCDMA network nationwide and implemented various technologies to improve data transmission speeds within our WCDMA network.

Wi-Fi Network.Wi-Fi technology enables our subscribers withWi-Fi-capable devices such as smartphones, laptops and tablet computers to access mobile Internet. We started to buildWi-Fi access points in 2010 and, as of December 31, 2015,2017, we had more than 139,000 142,000Wi-Fi access points in public areas such as shopping malls, restaurants, coffee shops, subways and airports where, generally, the demand for high-speed wireless Internet service is high. Whilehigh.While eachWi-Fi access point typically has a radius of approximately20-30 meters, some of ourWi-Fi hot zones, which have multipleWi-Fi access points, including those installed at public transportation facilities and amusement parks, have much wider service areas. We plan to continue to increase the number ofWi-Fi access points in 2016. We also have a WiBro network that we use as a backhaul for ourWi-Fi network.

LoRa Networks.    ALow-Power Wide-Area Network based on LoRa technology is a type of telecommunications network designed to support communication among IoT devices. It can transmit data over tens of kilometers while consuming much less power than LTE networks, lowering costs for connectivity as well as lowering battery power usage. We completed the nationwide deployment of our LoRa network in July 2016. We expect that our LoRa network will provide the infrastructure necessary for the growth of not only our own IoT solutions business but also the IoT industry as a whole.

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 KT or LG U+ subscriber (for which transmissions would be routed to KT’s or LG U+’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; and

 

  

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

As of December 31, 2015,2017, our LTE, WCDMA, CDMA and WiBro networks had an aggregate of 55,08557,758 cell sites.

We have purchased substantially all of the equipment for our networks from Samsung Electronics, Ericsson–LG and Nokia Siemens Networks B.V.MostB.V.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 have leased lines from KT and LG U+. We.We intend to increase the efficiency of our network utilization and provide optimal services by internalizing transmission lines.

We use a wireless 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 for automatic dispatch of repair teams and quick recovery in emergency situations.

Marketing, Distribution and Customer Service

Marketing.Our marketing strategy is focused on offering solutions tailored to the needs of our various customer segments, promoting our brand and leveraging our extensive distribution network. Our marketing plan includes a coordinated program of television, print, radio, outdoor signage, Internet andpoint-of-sale media promotions designed to relay a consistent message across all of our markets. OurWe market our wireless products and services under the “T” brand, which 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 market our wireless products and services under the “T” brand.

We have implemented certain information technology improvements in connection with our marketing strategy, including customer 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. 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 rate plans, verify the charges accrued on their accounts, receive their bills online and send text messages to our other subscribers through our website at www.tworld.co.kr and through our “T world” mobile application.

We strive to improve subscriber retention through our T Membership program, which is a membership service available to our wireless subscribers. Our T Membership program provides various membership benefits to its

members such as discounts with our membership partners for dining, shopping, entertainment and travel, access to our online membership shopping mall and invitations to various promotional events. Although our competitors also have similar membership programs, we believe that our T Membership program has a competitive advantage over our competitors’ membership programs due to our large subscriber base and breadth of membership benefits.

Distribution.For our distribution network, we    We use a combination of approximately 26an extensive network, including branch offices and 561 stores, directly operated by us through our wholly-owned subsidiary, PS&Marketing, Co., Ltd. (“PS&Marketing”), 4,119more than 3,700 authorized exclusive dealers and an extensive network of independent retailers in order to increase subscriber growth while reducing subscriber acquisition costs.

As part of our initiative to provide a differentiated customer service experience, we operate T Premium Stores that allow our potential and existing subscribers to experience certain of our services such as services that are available through our IoT solutions and platform and lifestyle enhancement platform.services. As of December 31, 2015,2017, we operated 120more than 320 T Premium Stores and we intend to further expand the number of T Premium Stores in 2016.2018.

In addition, we operate an online distribution channel, “T worldWorld Direct,” through which subscribers can conveniently purchase wireless devices and subscribe to our services online. We intend to continue to develop our online distribution channel to leverage our offline distribution capabilities to provide convenience and additional value to our subscribers. For example, subscribers purchasing wireless devices through T World Direct can opt to pick up their devices at one of our offline stores.

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 monthlyplan-based rate 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-interesta loan of up to Won 4.0 billion with a repayment period of up to three years. Asyears.As of December 31, 2015,2017, we had an aggregate of Won 58.661.9 billion outstanding in loans to authorized dealers.

Customer Service.We provide high-quality customer service directly through our two wholly-owned subsidiaries, Service Ace Co., Ltd. and Service Top Co., Ltd., rather than rely on outsourcing. Network O&S Co., Ltd. operates our switching stations and related transmission and power facilities and offers quality customer service primarily to our business customers. We have held the top position with respect to our telecommunications service and retail sales service in Korea’s leading three customer satisfaction indices, the National Customer Satisfaction Index, the Korean Customer Satisfaction Index and the Korean Standard Service Quality Index, for over 1520 years, each.20 years and 18 years, respectively.

Fixed-line Telecommunication Services

We offer fixed-line telephone, broadband Internet and advanced media platform services (including IPTV) and business communications services through our fixed-line telecommunication services segment. Our fixed-line

telecommunications services are provided by our subsidiaries, SK Broadband and SK Telink. The following table sets forth historical information about our subscriber base for our fixed-line telecommunication services for the periods indicated:

 

  As of December 31,   As of December 31, 
  2015   2014   2013   2017   2016   2015 

Fixed-Line Telephone (including VoIP)(1)

   4,672,195     4,774,748     4,801,047  

Fixed-Line Telephone (including VoIP)(1)

   4,322,767    4,494,766    4,672,195 

Broadband Internet

   5,036,057     4,810,493     4,569,105     5,439,272    5,207,495    5,036,057 

IPTV(2)

   3,481,969     2,819,130     2,081,260  

IPTV(2)

   4,370,416    3,967,603    3,489,077 

 

 

(1)Includes subscribers to VoIP services of SK Broadband and SK Telink.

 

(2)Includes subscribers to SK Broadband’s B tv service and excludes video-on-demand only service subscribers.

In 2015, 20142017, 2016 and 2013,2015, our fixed-line telecommunication services segment revenue was Won 2,494.52,724.2 billion, Won 2,449.92,651.2 billion and Won 2,324.42,494.5 billion, respectively, representing approximately15.5%, 15.5% and 14.6%, 14.3% and 14.0%, respectively, of our consolidated revenue.

Fixed-line Telephone Services

Our fixed-line telephone services comprise local, domestic long distance, international long distance and VoIP services. VoIP is a technology that transmits voice data through an Internet Protocol network. As of December 31, 2015,2017, we had approximately 4.74.3 million fixed-line telephone subscribers (including subscribers to VoIP services of SK Broadband and SK Telink). Our fixed-line telephone services are primarily offered under the “B phone” brand name. SK Telink also provides affordable international calling services under the brand name “00700.”

Broadband Internet Access Services

Our broadband Internet access network covered more than 80% of households in Korea as of December 31, 2015.2017. As of December 31, 2015,2017, we had approximately 5.05.4 million broadband Internet access subscribers. We offer broadband Internet access products with various throughput speeds, including “band Giga,” which is up to 10 times faster than data transmission speeds on networks utilizingfiber-to-the-home, or FTTH, technology and allows for data transmission at a maximum speed of 1 Gbps.

Advanced Media Platform (including IPTV)

As part of our initiative to be the leading next-generation platform provider, we aim to provide an advanced media platform with various media content and service offerings.

We have offeredvideo-on-demand services since 2006 and launched real-time IPTV services in 2009. We currently offer IPTV services under the brand name “B tv” with access to more than 130our standard 56 live high definition channels and to as many as 219 channels depending on the subscription service, as well asvideo-on-demand service providing a wide range of media content, including recent box office movie releases, popular U.S. and other foreign TV shows and various children’s TV programs. We also offer “B tv UHD,” which is an ultra-high definition IPTV service and has a resolution that is four times as high as the standard high definition broadcasting service in the IPTV industry. Asindustry.As of December 31, 2015,2017, we had approximately 3.54.4 million IPTV subscribers. In January 2018, we launched Btv NUGU, which is anall-in-one set top box that incorporates NUGU voice recognition technology and can search for and play media content as well as connect to our Smart Home service through voice commands.

In January 2016, we launched “oksusu,”a mobile IPTV service that is a combination of the services we previously provided as “B tv mobile” and “hoppin” and provides subscribers access to a wide variety of media contents, including various television programs, movies and other video contents that can be downloaded to wireless devices. Oksusu subscribers have access to more than 10090 live TV channels, a wide range of sports contents and popular U.S. and other foreign TV shows, among other contents. We are also collaborating with media content developers to provide original media content for our oksusu service. As of December 31, 2015,2017, we had approximately 4.18.6 million subscribers to oksusu.

We continue to expand the scope of our media services and content offerings to provide our subscribers with a vast library of high-quality content that can be accessed through our wireless networks and our fixed-line network.

Business Communications Services

We offer other business communications services to our business customers, including corporations and government entities. Our business communications services include leased line solutions, Internet data center solutions and network solution services.

Our leased line solutions are exclusive lines that allowpoint-to-point connection for voice and data traffic between two or more geographically separate points. We hold a license to operate leased line services on a nationwide basis in Korea and also use international transmission lines to provide leased line services to other countries. Our leased line services enable high volumes of data to be transmitted swiftly and reliably. We also provideback-up storage for transmitted data. Through our Internet data center, we provide our business subscribers with server-based support includingco-location, dedicated server hosting and cloud computing services. Our network solution service utilizes our network infrastructure and voice platform to provide24-hour monitoring and control of our customers’ networks. Through this service, we conduct remote monitoring of our customers’ data and voice communications infrastructure and network and traffic conditions, and carry out preventive examinations andon-site visits.

Rate Plans

For our residential customers, we offer both bundled rate plans for a combination of our fixed-line service offerings as well as individual rate plans for each separate service offering. Bundled rate plans are offered at a discount compared to subscribing to the same services through individual rate plans. Approximately 83%84% of subscribers to our fixed-line services subscribe to two or more of our services through our bundled rate plans. Bundledplans.Bundled rate plans for a combination of fixed-line telephone, broadband Internet access and IPTV services range from Won 20,00032,000 to Won 46,00060,750 per month.

Our “Unlimited Home Phone” plan for subscribers to our fixed-line telephone service features unlimited domesticland-to-land voice minutes for a fixed rate and range from Won 7,000 to Won 10,500 per month depending on whether or not the subscriber opts for a contract and if so, the length of the contract period. We offer individual fixed-rate plans for our broadband Internet access service that range from Won 20,000 to Won 50,000 per month depending on the data throughput speed and existence and length of a contract. We offer individual fixed-rate plans for our IPTV service that range from Won 6,000 to Won 28,000 per month depending on the number of channels provided and existence and length of a contract. Incontract.In addition, subscribers can purchase individual videos on demand or subscribe to certain paid content on a periodic basis.

With respect to our business communications services, we offer rates that are tailored to the specific needs of our business customers. We also charge certain installation fees and equipment rental fees as well as other ancillary fees with respect to certain of our fixed-line telecommunications services.

Marketing, Distribution and Customer Service

We focus on bringing our fixed-line telephone, broadband Internet and advanced media platform services (including IPTV) to residential users, and various business communications services to corporate users. We market our fixed-line telecommunications products and services under the “B” brand. Our “B” brand signifies the centrality of “Broadband” to our business and also seeks to emphasize our commitment to providing the “Best” quality products and services to our customers that go “Beyond” expectations, leading to a “Bravo” response. Our “B” brand also strengthens our shared identity with our wireless service’s “T” brand.

We currently outsource a significant portion of our retail sales force needs. We market our services and provide after-sales service support to customers through more than 8090 customer centers and a network of more than 170250 authorized exclusive dealers located throughout Korea. In addition, SK Telecom’s direct retail stores and authorized dealers for wireless telecommunications services also market our fixed-line telephone, broadband Internet and advanced media platform services (including IPTV), which we believe has contributed to the increase in the number of subscribers to such services.Weservices.We have contracts with our customer centers to sell our services exclusively. These centers receive a commission for each service contract and installation contract secured. In addition, we pay these centers for the maintenance and repair work that they perform for our subscribers. Customer

and service centers often enter intosub-contracts with smaller distribution outlets within their area to increase their sales coverage and engage in telemarketing efforts. Authorized dealers are entitled to an initial commission for each new subscriber registered by the dealer.

Sales to business subscribers are handled through ourin-house sales group. Our sales teams focus on securing contracts with large commercial complexes, allowing us to install our remote terminals at their premises. After installation, sales teams direct their attention to individual business clients within these premises. Sales teams that have secured contracts with business clients remain the primary contacts for all aspects of the client’s needs, including further installation and customer andfollow-up service.

Other BusinessesE-Commerce Services

We strive to continually diversifyOure-commerce services segment consists primarily of our productsmarketplace business operated by our subsidiary, SK Planet. In 2017, 2016 and services and develop new growth engines that we believe are complementary to our existing products and services, such as our commerce business, our healthcare business and our hardware business, which we include in our others segment. In 2015, 2014 and 2013, our otherse-commerce services segment revenue was Won 1,372.91,044.2 billion, Won 1,186.01,001.3 billion and Won 962.21,060.0 billion, respectively, representing approximately 8.0%6.0%, 6.9%5.9% and 5.8%6.2%, respectively, of our consolidated revenue.

Commerce Business

Our commerce business consists primarily of our marketplace business and O2O commerce business operated by our subsidiary, SK Planet.

Marketplace.    We operate “11st” which is an online open marketplace that offers a wide range of products through an online and mobile platform. Individual consumers can buy a vast array of products such as clothes and

accessories, beauty products, groceries, baby products, books, office supplies, furniture, home goods, outdoor and sporting goods, appliances, electronics, travel packages, entertainment tickets and local deals for restaurants and other services from small- tolarge-sized retailers that operate “mini malls” on the 11st platform.

As of December 31, 2015,2017, the mobile version of 11st was the leading mobile commerce platform in terms of unique visitors according to Korean Click. TheClick.The mobile version of 11st is continuing to grow with an increase in the percentage of annual gross merchandise volume, which represents the total annual monetary value of customer purchases of goods and services, net of estimated refunds, derived from the mobile platform to 61% in 2017 from 52% in 2016 and 41% in 2015 from 28% in 2014.2015.

We have expanded our online open marketplace business globally to Turkey, IndonesiaMalaysia and Malaysia.Thailand. In March 2013, Dogus Planet, a joint venture between SK Planet and Dogus Group, a Turkish conglomerate, launched “n11.com” in Turkey. In March 2014, XL Planet, a joint venture between SK Planet and XL Axiata Tbk, an Indonesian mobile telecommunications service provider, launched “elevenia” in Indonesia. Further, in April 2015, Celcom Planet, a joint venture between SK Planet and Celcom Axiata, a Malaysian telecommunications service provider, launched “11street” in Malaysia. Our online marketplaces in Turkey and Malaysia have rapidly grown into top tier players. In February 2017, SK Planet launched 11street in Thailand through a wholly-owned subsidiary.

We intend to continue our efforts to increase usage of the mobile version of 11st and enhance the convenience of our 11st mobile and web user interface and developmaintain our growth in oversease-commerce markets.

O2O Commerce.Other Commerce Solutions.    We provide diverse O2Oother commerce solutions, under the “Syrup” brand name, which include the following:

 

Syrup Wallet, a mobile wallet service that is the successor to our Smart Wallet service, allows users to conveniently manage membership card points and payment methods such as coupons, credit cards and gift vouchers on their mobile devices for both online and offline purchases and provides shopping information to users in certain shopping areas using advanced location-based technology;

 

OK Cashbag, by Syrup, Korea’s largesta loyalty points program in terms of number of members with more than 50,000 participating merchants and 38 million members, which allows members to collect and redeem loyalty points at its partnering merchants and offers differentiated marketing services to such partnering merchants;

and

 

Syrup Pay,11Pay, a convenient and secure payment service through which users can register their credit card to simplify payments for online and mobile purchases, including through 11st, our online open marketplace;

marketplace.

Syrup Gifticon, an online and mobile gift exchange and delivery service;

Syrup Order, a food ordering service that allows users to conveniently place and pay for orders at restaurants in advance; and

Syrup Table, a location-based restaurant discovery service that provides users with information about nearby restaurants.

The cumulative number of daily average users of our O2O commerce solutions was 3.0 million as of December 31, 2015.

We arehave also expandingexpanded our O2O commerce solutions business globally. In October 2014, a 95.2%-owned subsidiary of SK Planet acquired a 100.0% ownership interest in Shopkick, the developer of “shopkick,” a mobile shopping application that checks in and rewards customers that arrive at a participating retail store, for an aggregate purchase price of Won 230.9 billion and the assumption of Won 18.7 billion in current liabilities. As of December 31, 2017, shopkick had 24.9 million subscribers compared to 24.3 million subscribers as of December 31, 2016.

Hardware BusinessOther Businesses

We manufacture projection display devices, high-end audio devicesstrive to continually diversify our products and intelligent agent machines throughservices and develop new growth engines that we believe are complementary to our hardware business.

Projection Display Devices.    We offer projection display devices under the brand name “UO Smart Beam Laser.” The UO Smart Beam Laser is a high definition pico projector that uses laser diodes to deliver brightexisting products and sharp images with a liquid crystal on silicon, or LCOS, based engine and is compatible with a wide range of computers and mobile devices. The UO Smart Beam Laser was selectedservices, such as a 2016 CES Innovation Awards Honoree in the Home Video/Audio Components and Accessories category.

High-end Audio Devices.    We offer high-end audio devices under the brand name “Astell&Kern” that are manufactured by our subsidiary, Iriver. Two of Iriver’s audio devices were selected as 2016 CES Innovation Awards Honorees in the Portable Media Player and Accessories category and High Performance Home Audio/Video category, respectively.

In August 2014, we acquired a 39.3% equity interest in Iriver, a manufacturer of digital audio playersportal service and other portable media devices,miscellaneous businesses, which we increased to 49.0%include in December 2014, for an aggregate purchase priceour others segment. In 2017, 2016 and 2015, our others segment revenue was Won 489.5 billion, Won 434.4 billion and Won 312.9 billion, respectively, representing 2.8%, 2.5% and 1.8%, respectively, of approximately Won 54.5 billion. We also acquired Won 5.0 billion of convertible bonds issued by Iriver, which may be converted into additional equity interests in Iriver when certain conditions are met.

Intelligent Agent Machines.    We co-developed educational smart robots, “Atti” and “Albert,” as a learning tool for young children with diverse interactive games and educational content. We have also developed a coding training program utilizing our smart robots to teach children how to develop software in a fun and easy way. We have provided our smart robots to various countries globally, including Spain, France, China, Brazil and Colombia. In October 2015, we signed an agreement to provide Albert to be utilized in 300 preschool classrooms in Costa Rica to make learning more effective and interesting for children.

Miscellaneous Businessesconsolidated revenue.

We offer a portal service under our “Nate” brand name through SK Communications. Nate can be accessed through its website, www.nate.com, or through its mobile application. Nate offers a wide variety of content and services, including Nate Search, an Internet search engine, Nate News, which provides a library of articles about current events, sports, entertainment and culture, Nate Pann, a user-generated content service as well as access to freee-mail accounts through Nate Mail.

We offerhigh-end audio devices under the brand name “Astell&Kern” that are manufactured by our subsidiary, Iriver. In 2016, two of Iriver’s audio devices were selected as CES Innovation Awards Honorees in the Portable Media Player and Accessories category and High Performance Home Audio/Video category, respectively, and in 2017, an Iriver audio device was selected as an CES Innovation Awards Honoree in the Accessories category. In 2014 and 2017, we acquired equity interests in Iriver, a manufacturer of digital audio players and other portable media devices, and as of December 31, 2017, we had a 45.9% equity interest in Iriver.

In addition, we operate a security and network surveillance business through NSOK, a provider of residential and small business electronic security and other related alarm monitoring services. In 2014 and 2015, we acquired an 83.9% interest in NSOK for an aggregate of Won 64.0 billion, as part of our initiative to further develop our IoT solutions business. In October 2016, we acquired the remaining 16.1% interest in NSOK through SK Telink.

We also operate a mobile application marketplace, “T Store.” We collaborated with KT and LG U+ to launch “One Store” in June 2015. One Store is a combination of T Storecollaboration with KT, LG U+ and the mobile application marketplaces separately operated by KT and LG U+.NAVER Corporation. Through this joint collaboration, we expect to increase the competitiveness of One Store to compete with Google Playstore, the leading mobile application marketplace in Korea.

In addition, As of December 31, 2017, we operateheld a security and network surveillance business through Neosnetworks, a provider of residential and small business electronic security and other related alarm monitoring services. In 2014 and 2015, we acquired an 83.9%65.5% interest in Neosnetworks for an aggregate of Won 64.0 billion, as part of our initiative to further develop our IoT solutions platform.

One Store.

Interconnection

Our wireless and fixed-line networks interconnect with the public switched telephone networks operated by KT and SK Broadband and, through their networks, with the international gateways of KT and LG U+, 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 KCC.

Domestic Calls

Guidelines issued by the MSIPMSIT 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. Starting in 2016, the MSIP will determineMSIT determines interconnection rates applicable to each carrier based on changes in traffic volume, taking into account other factors such as research results, competition and trends in technology development.

Wireless-to-Fixed-line.    According to our interconnection arrangement with KT, for a call from our wireless network to KT’s fixed-line network, we collect the usage rate from our wireless subscriber and in turn pay KT the interconnection charges. Similarly, KT pays interconnection charges to SK Broadband for a call from KT’s wireless network to SK Broadband’s fixed-line network. The interconnection rate applicable to both KT and SK Broadband was Won 13.4411.98 per minute, Won 14.7311.98 per minute and Won 16.7413.44 per minute for 2017, 2016 and 2015, 2014 and 2013, respectively.

Fixed-line-to-Wireless.    The MSIPMSIT 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 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 accounts for substantially all of ourfixed-line-to-wireless interconnection revenue and expenses.

The interconnection rates paid by fixed-line network service providers to each wireless network service provider are set out below. In December 2010, the KCC announced thatBeginning in 2017, a single interconnection rate will applyapplies to all wireless telecommunications service providers, starting from 2013, which will eliminate the cost benefit that KT and LG U+ currently derivehad historically derived from the differences in interconnection rates. However, in November 2012, the KCC announced that it would continue to apply variedhigher interconnection rates for the year 2013 considering the cost difference among wireless network service providers and our position as a dominant network service provider. These regulations currently remain effective; however, it is unclear whether the MSIP will continue to maintain varied interconnection rates due to our dominant market position.they had received.

 

  Rate per Minute   Rate per Minute (in Won) 

Applicable Year

  SK Telecom   KT   LG U+   SK Telecom   KT   LG U+ 

2012

  27.05    28.03    28.15  

2013

   26.27     26.98     27.04    26.27   26.98   27.04 

2014

   22.22     22.73     22.78     22.22    22.73    22.78 

2015

   19.53     19.92     19.96     19.53    19.92    19.96 

2016

   17.03    17.14    17.17 

2017

   14.56    14.56    14.56 

2018

   14.56    14.56    14.56 

Wireless-to-Wireless.     The MIC implemented interconnectionInterconnection charges foralso apply to calls between wireless telephone networks in Korea starting in January 2000.Korea. Under these arrangements, the operator originating the call pays an interconnection charge to the operator terminating the call. The applicable interconnection rate is the same as thefixed-line-to-wireless interconnection rate set out in the table above.

Our revenues from thewireless-to-wireless charge were Won 505.1 billion in 2017, Won 540.3 billion in 2016 and Won 582.6 billion in 2015, Won 651.2 billion in 2014 and Won 641.2 billion in 2013.Our2015.Our expenses from these charges were Won 512.2 billion in 2017, Won 548.1 billion in 2016 and Won 579.0 billion in 2015, Won 700.3 billion in 2014 and Won 615.6 billion in 2013.2015. The charges above were agreed among the parties involved and confirmed by the KCC.

International Calls and International Roaming Arrangements

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

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 “Item 4.B. Business Overview — Cellular Services — Wireless Services” above.

Competition

We operate in highly saturated and competitive markets, and we believe that our subscriber growth is affected by many factors, including the expansion and technical enhancement of our networks, the development and deployment of new technologies, the effectiveness of our marketing and distribution strategy, the quality of our customer service, the introduction of new products and services, competitive pricing of our rate plans, new market entrants and regulatory changes.

Historically, there has been considerable consolidation in the telecommunications industry, resulting in the current competitive landscape comprising three mobile and fixed network operators in the Korean market, KT, LG U+ and us. OurEach of our competitors havehas substantial financial, technical, marketing and other resources to respond to our business offerings.

The following table shows the market share information, based on number of subscribers, as of December 31, 2015,2017, for the following markets.

 

  Market Share (%)   Market Share (%) 
  SK Telecom   KT   LG U+   Others   SK Telecom   KT   LG U+   Others 

Wireless Service(1)

   49.4     30.4     20.2       

LTE Service(1)

   46.2     30.0     23.8       

Wireless Service(1)

   48.2    31.2    20.6     

LTE Service(1)

   45.3    30.6    24.1     

Fixed-Line Telephone (including VoIP)

   16.2     57.5     17.5     8.8     16.1    58.0    17.4    8.5 

Broadband Internet

   25.1     41.6     17.4     15.9     25.7    41.3    18.0    15.0 

IPTV(2)

   12.1     22.7     7.9     57.3  

IPTV(2)

   13.4    23.0    10.9    52.7 

 

 

(1)Includes MVNO subscribers that lease the wireless networks of the respective mobile network operator.

 

(2)Excludes Includesvideo-on-demand only service subscribers. Market share is expressed as a percentage of the pay TV market (which includes IPTV, cable TV and satellite TV).

Cellular Services

As of December 31, 2015,2017, we had 28.630.2 million subscribers, representing a market share of approximately 49.4%48.2%, including MVNO subscribers leasing our networks. As of December 31, 2015,2017, KT and LG U+ had 17.619.6 million and 11.712.9 million subscribers, respectively, representing approximately 30.4%31.2% and 20.2%20.6%, respectively, of the total number of wireless subscribers in Korea on such date, each including MVNO subscribers leasing its networks. As of December 31, 2015,2017, we had 18.922.9 million LTE subscribers and KT and LG U+ had 12.215.4 million and 9.712.1 million LTE subscribers, respectively, each including MVNO subscribers leasing its networks.

In 2015,2017, we had 6.05.8 million activations and 5.65.2 million deactivations.For 2015,deactivations. For 2017, our monthly churn rate ranged from 1.3%1.4% to 2.1%1.5%, with an average monthly churn rate of 1.5% for 2015,2017, which decreased by 0.5%premained unchanged from 2014.2016. In 2015,2017, we gained 47.7%39.2% of the total number of new wireless subscribers and subscribers that migrated to a different wireless telecommunications service provider, compared to KT with 28.6%33.1% and LG U+ with 23.8%27.6%.

We also compete for subscriber activations with MVNOs, including MVNOs that lease our networks. MVNOs generally provide rate plans that are relatively cheaper than similar rate plans of the wireless network providers from which they lease their networks, including us. To date, thirteen MVNOs have commenced providing wireless

telecommunications services.services using the networks leased from us. As of December 31, 2015,2017, MVNOs had a combined market share of 10.1%12.0%, of which MVNOs leasing our networks represented 4.6%5.5%, MVNOs leasing KT’s networks represented 4.7%5.6% and MVNOs leasing LG U+’s networks represented 0.8%0.9%.

In addition, other companies may enter the telecommunications service market by acquiring the required licenses from the MSIP.MSIT. For example, in October 2015, Sejong Telecom, K Mobile and Quantum Mobilethree companies applied for licenses to become Korea’s fourth mobile network operator. Although the MSIPMSIT rejected the applications of all three companies in January 2016, the MSIPMSIT may continue its efforts to find an eligible applicant to be Korea’s fourth mobile network operator in the future. For a description of the risks associated with the competitive environment in which we operate, see “Item 3.D. Risk Factors — Risks Relating to Our Business — Competition may reduce our market share and harm our results of operations and financial condition.”

Prior to 2015, competition in the wireless telecommunications business had caused us to significantly increase our marketing and advertising expenses. Between 2012 and 2014, marketing expenses as a percentage of SK Telecom’s revenue, on a separate basis, fluctuated heavily between 23.9% to 33.7%, depending on the competitive landscape. However,Such percentage was 24.3% in 2015, such percentage fluctuated between 23.0%23.9% in 2016 and 27.0%.We25.0% in 2017. We attribute such stabilization to the maturity of the LTE market and the implementation of the MDDIA, which prohibits wireless telecommunications service providers from unfairly providing discriminatory subsidies based on certain criteria and from providing subsidies exceeding a maximum limit established by the KCC for the purchase of mobile phone models that were launched within the last 15 months, among other restrictions and requirements.Forrequirements.However, the prohibition from providing handset subsidies exceeding the amount set by the KCC expired in September 2017 pursuant to the expiration of the three-year effective period of the relevant provision of the MDDIA. For a more detailed discussion of the MDDIA, see “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Rate Regulation.”

We expect that due to the limitations on subsidies pursuant to the MDDIA, the differentiated product and service offerings we provide, the vast library of high-quality media content we offer and the competitiveness of our T Membership program will continue to play an important role in enhancing the loyalty of our wireless subscribers.

We face competition from KT and LG U+ as well as other platform service providers in our other cellular service businesses. For example, our Smart Home service competes with KT’s Giga IoT Home service and LG U+’s IoT@Home service. Although it is difficult to determine the markets in which we compete with respect to certain of our lifestyle enhancement platform services, we generally compete with various other Internet or mobile platform service companies such as Naver and Kakao Corp. (“Kakao”) in connection with such services.

Fixed-Line Telecommunication Services

Our fixed-line telephone service competes with KT and LG U+ as well as providers of other VoIP services. As of December 31, 2015,2017, our market share of the fixed-line telephone and VoIP service market was 16.2%16.1% (including the services provided by SK Broadband and SK Telink) in terms of number of subscribers compared to KT with 57.5%58.0% and LG U+ with 17.5%17.4%.

We are the second largest provider of broadband Internet access services in Korea in terms of both revenue and subscribers, and our network covered more than 80% of households in Korea as of December 31, 2015.2017. As of December 31, 2015,2017, our market share of the broadband Internet market was 25.1%25.7% in terms of number of subscribers compared to KT with 41.6%41.3% and LG U+ with 17.4%18.0%.

Our IPTV service competes with other providers of such pay TV services, including KT, LG U+ and cable companies. As of December 31, 2015,2017, our market share of the pay TV market (which includes IPTV, cable TV and satellite TV) was 12.1%13.4% compared to KT with 22.7%23.0% and LG U+ with 7.9%10.9% and the collective market share of other pay TV providers of 57.3%52.7%. With respect to our mobile IPTV business, we face competition from similar services provided by KT and LG U+. We also face increasing competition from global media streaming service providers such as Amazon Video and Netflix, which launched its services in Korea in January 2016.

Other BusinessesE-Commerce Services

Thee-commerce industry is evolving rapidly and is intensely competitive, and we face a broad array of competitors domestically and increasingly, internationally. Our marketplace business, 11st, faces intense competition from variouse-commerce providers, including online open marketplaces such as Gmarket, Auction and

Interpark and online social commerce operators such as Coupang, Ticket Monster and Wemakeprice. WeWemakeprice.We also face competition from traditional retailers with online and mobile shopping portals such as SSG.com and Lotte.com, home shopping providers with online and mobile shopping portals such as CJ Mall by CJ O Shopping, GS Shop by GS Homeshopping and Hyundai Hmall by Hyundai Homeshopping, and various online marketplaces for specific consumer segments or product groups.

The O2O commerce solutions industry is in its early stages of development and is heavily fragmented with a wide range of services being introduced. Thus, it is difficult to determine the markets in which we compete with respect to such services at this stage of the industry’s development.

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:

SK Hynix

In February 2012,As of December 31, 2017, we acquiredheld a 21.1%20.1% equity stakeinterest in SK Hynix, one of the world’s largest memory-chip makers by revenue, for an aggregate purchase price of approximately Won 3.4 trillion, and became its largest shareholder. By investing in the export-driven semiconductor business, we aim to achieve a more diversified business portfolio, as well as seeking global growth opportunities utilizing SK Hynix’s overseas network.revenue. SK Hynix designs, manufactures and sells advanced memory semiconductor products, including DRAM and NAND flash products, used in various electronic devices. SK Hynix operates four wafer fabrication facilities in Korea and China.

As of December 31, 2017, the fair value of our holding in SK Hynix was Won 11,176.7 billion, constituting 33.4% of our total assets as of such date. We received dividend payments of Won 87.7 billion in 2017, Won 73.1 billion in 2016 and Won 43.8 billion in 2015 related to such shareholding. In 2015, 20142017, 2016 and 2013,2015, SK Hynix and its subsidiaries, on a consolidated basis, hadreported revenues of Won 18,798.030,109.4 billion, Won 17,125.617,198.0 billion and Won 14,165.118,798.0 billion, respectively, profit before income tax of Won 5,269.113,439.6 billion, Won 5,047.73,216.5 billion and Won 3,074.95,269.1 billion, respectively, and profit for the year of Won 4,323.610,642.2 billion, Won 4,195.22,960.5 billion and Won 2,872.94,323.6 billion, respectively. The increase in SK Hynix’s revenues in 2017 was primarily due to increases in both volume and average selling prices of DRAM and NAND flash products. As of December 31, 2015, 20142017, 2016 and 2013,2015, SK Hynix and its subsidiaries, on a consolidated basis, hadreported total assets of Won 29,677.945,418.5 billion, Won 26,883.332,216.0 billion and Won 20,797.329,677.9 billion, respectively, and total equity of Won 21,387.733,820.1 billion, Won 18,036.324,023.5 billion and Won 13,066.921,387.7 billion, respectively. For a more detailed discussion of the risks relating to our shareholding in SK Hynix, see “Item 3.D. Risk Factors — Risks Relating to Our Business — Declines in the market value of our equity holdings in SK Hynix and the results of operations of SK Hynix could have a material adverse effect on the market price of our common shares and ADSs as well as our results of operation.”

Healthcare Business

We believe that the healthcare business is one of the new growth industries as society ages and medical and health technologies evolve and become integrated with information and communication technologies (“ICT”).ICT. In 2011, we began pursuing new opportunities in the healthcare business area by acquiring a 9.3% equity interest in NanoEnTek Inc. (“NanoEnTek”), a biotechnology and nanotechnology company manufacturing, among others,point-of-care diagnostics devices. In April 2014, we became the largest shareholder of NanoEnTek with a 26.0% equity interest. In January 2016, NanoEnTek acquired Bio Focus Co., Ltd., a manufacturer of in vitro diagnostic products. In January 2012, we established a joint venture, Healthconnect Co., Ltd. (“Healthconnect”), with Seoul National University Hospital2016, NanoEnTek received approvals from the U.S. Food and Drug Administration and the China Food and Drug Administration to develop a health management service model for mobile device users utilizing ICTmarket certain of its devices in the United States and currently hold a 49.5% equity interest in Healthconnect.

We are also seeking opportunities in global healthcare markets.China. In the first quarter of 2013, we also acquired a 49.0% equity interest in X’ian Tianlong Science and Technology Co., Ltd. (“Tianlong”), a Chinese medical device manufacturer, which has since expanded its product portfolio with the development of a new diagnostic product and entry into new business areas. In July 2014, we established the SK Telecom Healthcare R&D Center in Shenzhen, China and the Shenzhen VISTA-SK Medical Center, which we believe will provide us with a strong foothold in expanding our healthcare business in China. Shenzhen VISTA-SK Medical Center was established through a joint venture with Vista Medical Center, a major private healthcare service provider based in Beijing, China, and has the capacity to provide medical examinations and checkups to approximately 30,000 people annually. We also collaborate with a hospital in the Wuxi region to operate a Smart Primary Healthcare Center based on ICT healthcare solutions, and we plan to provide a mobile healthcare clinic to underserved regions. We believe that there are opportunities to create synergies among these centers and the medical device business of Tianlong in expanding our healthcare business in China.

In June 2014, we also entered into a contract to provide medical information systems to six Saudi Arabian hospitals for approximately Won 70.0 billion through a consortium with Seoul National University Bundang Hospital. We established a joint venture in Saudi Arabia in March 2016 to provide medical information systems to additional hospitals and further expand our healthcare business in the Middle East.

Packet One NetworksKEB HanaCard

In July 2010, we acquired a 27.2% equity interest in Packet One Networks (“P1”), a Malaysian fourth generation WiMAX telecommunications company and subsidiary of Green Packet Berhad, for US$101 million. In connection with P1’s plan to increase its capital, we made an additional investment of MYR50 million (approximately US$16.3 million) in 2011, which increased our ownership interest to 28.2%. P1 is the first WiMAX service provider in the country which has established itself as the market leader in high-speed wireless broadband services. In February 2014, Green Packet Berhad entered into a share purchase agreement with Telekom Malaysia Berhad (“TM”), the largest fixed-line telecommunications provider in Malaysia, under which TM became P1’s largest shareholder.

KEBHana Card

In February 2010, we purchased shares newly issued by Hana SK Card Co., Ltd. (which was subsequently merged into KEB Card Co., Ltd. and renamed KEBHana CardKEB HanaCard Co., Ltd. (“KEBHana Card”KEB HanaCard”) in November 2014), a credit card services provider, for a total purchase price of Won 400.0 billion. We currently holdAs of December 31, 2017, we held 15.0% of the total outstanding shares of KEBHana Card.KEBHana CardKEB HanaCard. KEB HanaCard offers certain credit card products that provide for discounts on some of our wireless network services and integrate T Membership benefits, among other features.

Other InvestmentsHana-SK Fintech Corporation

Our other investments include:In order to provide an everyday finance platform, we entered into a joint venture agreement with Hana Financial Group in July 2016. Combining our leading mobile technology and big data analysis capabilities with Hana Financial Group’s financial service,Hana-SK Fintech Corporation provides innovative mobile financial services such as mobile asset management, easy payment and overseas wire transfer services and launched the finance platform “Finnq” in the third quarter of 2017.We hold a 49.0% equity interest in the joint venture, and Hana Financial Group holds the remaining 51.0%.

POSCO.    We currently own a 1.42% interest in the outstanding capital stock of POSCO, with a book value as of December 31, 2015 of Won 206.6 billion. POSCO is the largest fully integrated steel producer in Korea, and one of the largest steel producers in the world.

SKY Property Management.    We currently own a 33.0% equity interest in SKY Property Management Ltd. (“SKY Property Management”), with a book value as of December 31, 2015 of Won 251.2 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.

Kakao.    We currently own a 2.0% equity interest in Kakao, with a book value as of March 31, 2016 of Won 134.7 billion, pursuant to the transaction in February 2016 through which we sold our 15.0% interest in Loen Entertainment to Kakao for Won 219.9 billion in cash and 1,357,367 new shares of Kakao.

For more information regarding our investment securities, see note 9 of the notes to our consolidated financial statements.

Law and Regulation

Overview

Korea’s telecommunications industry is subject to comprehensive regulation by the MSIP,MSIT, which is responsible for information and telecommunications policies. The MSIPMSIT 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;

 

interconnection and revenue-sharing between telecommunications service providers;

 

research and development of policy formulation for information and telecommunications; and

 

competition among telecommunications service providers.

Pursuant to amendments to the Government Organization Act and the Act on the Establishment and Operation of Korea Communications Commission, both effective as of March 23, 2013, the MSIP was established. The MSIPMSIT is charged with regulating information and telecommunications the function which was formerly performed byand the KCC in the previous Government. The KCC, which had taken over the regulatory functions relating to information and telecommunications policies and radio and broadcasting management from the MIC in 2008, is currently charged with regulating the public interest aspects of and fairness in broadcasting. In this annual report, we refer to the MIC and the KCC as the relevant governmental authorities in connection with any approval granted or action taken by the MIC or the KCC, as applicable, prior to such amendments and to the MSIP or other relevant governmental authority in connection with any approval granted or to be granted or action taken or to be taken by the MSIP or such other relevant governmental authority subsequent to such amendments.

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 MSIPMSIT for the services we provide. Our licenses permit us to provide cellular services, third generation wireless telecommunications services using WCDMA and WiBro technologies and fourth generation wireless telecommunications services using LTE technology.

The MSIPMSIT 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 MSIPKCC may levy a monetary penalty of up to 3.0% of the average of our annual revenue for the preceding three fiscal years. A network service provider that wants to cease its business or dissolve must notify its users 60 days prior to the scheduled date of cessation or dissolution and obtain MSIPMSIT approval.

In the past, the Government 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 MSIPMSIT regulation, we are subject to increased regulation because of our position as the dominant wireless telecommunications services provider in Korea.

Competition Regulation

The 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 KCC may take corrective measures it deems necessary, including, but not limited to, prohibiting further violations, requiring amendments to the articles of incorporation or to service contracts with customers, requiring the execution or performance of, or amendments to, interconnection agreements with other network service providers and prohibiting advertisements to solicit new subscribers. The KCC is required to consult with the Minister of the MSIPMSIT before it takes certain corrective measures.

In addition, we qualify as a “market-dominating business entity” under the Fair Trade Act. Accordingly, we are prohibited from engaging in any act of abusing our position as a market-dominating entity, 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 are a member company of 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.

 

  

Restrictions on circular investments.A member company of the SK Group may not acquire or hold shares which would constitute “circular investments” in an affiliate company which also forms part of the SK Group where “circular investments” refer to a cross-affiliate shareholding relationship under which three or more affiliate companies become connected through cross affiliate shareholdings by owning shares in other affiliates or by becoming an entity whose shares are owned by other affiliates.

 

  

Public notice of board resolution on large-scale transactions with specially related persons.    If a member company of the SK Group engages in a transaction with a specially related person in the amount of 5.0% or more of the member company’s capital orpaid-in capital or for Won 5.0 billion or more, the transaction must be approved by a resolution of the member company’s board of directors and the member company must publicly disclose the transaction.

 

  

Restrictions on investments by subsidiaries andsub-subsidiaries of holding companies.    The Fair Trade Act prohibits 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. Furthermore, any subsidiaries of a holding company’s subsidiaries(“sub-subsidiaries”) 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 thesub-subsidiary. Therefore, we and other 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 where another subsidiary of SK Holdings invests in its own subsidiary.

 

  

Public notice of the current status of a business group.    Under the Fair Trade Act and the Enforcement Decree thereof, 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 of the SK Group, information on transactions with certain related persons and, if a member company engages in a transaction with an affiliated company in the amount of 5.0% or more of the member company’s quarterly sales or Won 5.0 billion or more, information on transactions with such affiliated company on a quarterly basis.

Number Portability.    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 telecommunications service providers while retaining the same mobile phone number.

In addition, the Government has been integrating mobile telephone identification numbers into a common prefix identification number “010” and gradually retracting the current mobile service identification numbers which had been unique to each wireless telecommunications service provider, including “011” for our cellular services, since January 1, 2004. All new subscribers have been given the “010” prefix starting January 2004. As the next step in the “010” integration process, the mobile telephone number prefix for all WCDMA and LTE service users has been changed to “010” as of January 1, 2014. The MSIP plans to complete the integration process by around 2018, when all mobile telephone numbers would have the prefix identification number “010.”

Rate Regulation.    Most network service providers must report to the MSIPMSIT the rates and contractual terms for each type of service they provide. However, as the dominant network service 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 the MSIPMSIT on our rates and terms of service; provided, however, that suchpre-approval

of the MSIPMSIT is not required, if we are planning to reduce the rates for any type of services that we provide under the

MSIP-approved MSIT-approved contractual terms. The MSIP’sMSIT’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 profits for each service, cost savings through changes in the way services are provided and the influence on fair competition, among others). The MSIPMSIT may order changes in the submitted rates if it deems the rates to be significantly unreasonable or against public policy. On October 23, 2015,June 24, 2016, the Government proposed a bill to the National Assembly to change the approval requirement to a simple reporting requirement, which is the requirement for our competitors. However, the bill is still under review by the relevantsub-committee and was not passed during the most recent term of the National Assembly and will be automatically repealed on May 31, 2016 if not passed by then. Although the Government may resubmit this bill in the future, there is no assurance as to whether such bill will be passed.

Furthermore, in 2007, the Government 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 transmission service, wireless voice transmission service, broadband Internet access service, fixed-line telephone service and IPTV service, at a discounted rate; provided, however, that we and KT, as market-dominating business entities under the Telecommunications Business Act, allow other competitors to employ the services provided by us and KT, respectively, so that such competitors can provide similar discounted package services. 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.

Moreover, an MVNO system has been adopted and is in effect until its expiration on September 22, 2019 under the amended Telecommunications Business Act, which became effective on September 23, 2010, an MVNO system was adopted for a duration of three years until September 22, 2013. The expiration date of the system was extended to September 22, 2016 under the amended Telecommunications Business Act, which became effective on August 13, 2013. UnderMarch 14, 2017.Under this system, the MSIPMSIT may designate and obligate certain wireless telecommunications services providers to allow an MVNO, at such MVNO’s request, to use their telecommunication network facilities at a rate mutually agreed upon that complies with the standards set by the MSIP.MSIT. We were designated as the only wireless telecommunications services provider obligated to allow the other wireless telecommunications services provider to use our telecommunications network facilities. To date, thirteen MVNOs have commenced providing wireless telecommunications services using the networks leased from us.

On October 1, 2014, the MDDIA, enacted for the purpose of establishing a transparent and fair mobile distribution practice, became effective. The MDDIA limits the amount of subsidies a wireless telecommunications service provider can provide to subscribers in order to prevent excessive competition among wireless telecommunications service providers. Pursuant to the MDDIA, wireless telecommunications service providers are prohibited from (i) unfairly providing discriminatory subsidies based on criteria such as type of subscription, subscription plan and characteristics of the subscriber (ii) providing subsidies exceeding a maximum limit established by the KCC (such limit to be determined between Won 250,000 and Won 350,000, which may be adjusted every six months, with the current limit set at Won 330,000, effective as of April 24, 2015) for the purchase of mobile phone models that were launched within the last 15 months, and (iii)(ii) entering into a separate agreement with subscribers imposing obligations to use a specific subscription plan as a condition for providing subsidies.Insubsidies. The MDDIA also prohibited providing subsidies exceeding a maximum limit established by the KCC for the purchase of mobile phone models that were launched within the last 15 months, which prohibition expired in September 2017. See “Item 5.A. Operating Results — Overview — New Rate Regulations.”

In addition, under the MDDIA, wireless telecommunications service providers are obliged to provide certain benefits, such as discounted rates, to subscribers who subscribe to thetheir service without receiving subsidies. On June 22, 2017, the State Affairs Planning Advisory Committee of Korea announced that it would encourage wireless telecommunications service providers, including us, to increase the applicable discount rate offered to subscribers from 20% to 25%, which change was adopted in September 2017, and to offer additional discounts to low income customers, which change was adopted in December 2017. We believe these Government measures will adversely affect our revenues and our results of operations. In addition, we cannot provide assurance that we will not provide other rate discounts in the future to comply with the Government’s public policy guidelines or suggestions, or that such measures will not have a material adverse effect on our results of operations.

Interconnection.    Dominant network service providers such as ourselves that own essential infrastructure facilities or possess a certain market share are required to provide interconnection of their telecommunications network facilities to other service providers upon request. The MSIPMSIT sets and announces the standards for

determining the scope, procedures, compensation and other terms and conditions of such provision, interconnection orco-use. We have entered into interconnection agreements with KT, LG U+ 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 MSIPMSIT grants permits to additional telecommunications service providers.

Frequency Allocation.    The MSIPMSIT has the discretion to allocate and adjust the frequency bandwidths for each type of service and may auction off the rights to certain frequency bandwidths. Upon allocation of new frequency bandwidths or adjustment of frequency bandwidths, the MSIPMSIT is required to give a public notice. The MSIPMSIT 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 a definite term. We pay fees to the MSIPMSIT for our frequency usage that are determined based upon our number of subscribers, frequency usage by our networks and other factors. For 2015, 20142017, 2016 and 2013,2015, the fee amounted to Won 189.8150.3 billion, Won 188.1186.8 billion and Won 206.5189.8 billion, respectively.

We currently use 10 MHz of bandwidth in the 800 MHz800MHz spectrum for our CDMA services, 20 MHz of bandwidth in the 2.1 GHz spectrum for our WCDMA services, 4020 MHz of bandwidth in the 2.1 GHz spectrum, 20 MHz of bandwidth in the 800 MHz spectrum, and 35 MHz of bandwidth in the 1.8 GHz spectrum and 60 MHz of bandwidth in the 2.6 GHz spectrum for our LTE services, as well as 27 MHz of spectrum in the 2.3 GHz band for our WiBro services.For more information regarding the license fees for the various bandwidths that we use, see “Item 5.B. Liquidity and Capital Resources — Capital Requirements — Capital Expenditures” and note 1716 of the notes to our consolidated financial statements.

In April 2018, the MSIT announced that it plans to hold a frequency bandwidth auction in June 2018 to allocate bandwidths that are capable of utilizing 5G technology in preparation for the commercial launch of 5G networks in Korea. The MSIT plans to auction 280 MHz of bandwidth in the 3.5 GHz spectrum and 2.4 GHz of bandwidth in the 28 GHz spectrum. The MSIT announced that it expects to allocate such bandwidths in December 2018 in accordance with the results of the auction and that it will provide further details regarding the auction in May 2018.

For risks relating to the maintenance of adequate bandwidth capacity, see “Item 3.D. Risk Factors — Risks Relating to Our Business — 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.”

Mandatory Contributions and Obligations

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 MSIPMSIT (currently set at Won 30.0 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 handicapped andlow-income citizens, or contribute toward the supply of such universal services. The MSIPservices.The MSIT designates universal services and the service provider who is required to provide each service. Currently, under the MSIPMSIT guidelines, we are required to offer free subscription and a discount of between 30.0% to 50.0% of our monthly fee for wireless telecommunications services to handicapped andlow-income citizens.

In addition to such universal services for handicapped andlow-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 the MSIPMSIT guidelines, which differ from our accounting practices). Our contribution amount for our fiscal year 2017 has not yet been determined.In 2016, our contribution amount was Won 13.6 billion for our fiscal year 2015. In 2015, our contribution amount was Won 21.021.1 billion for our fiscal year 2014. In 2014, our contribution amount was Won 21.8 billion for our fiscal year 2013.In 2013, our contribution amount was Won 19.2 billion for our fiscal year 2012. 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.

Foreign Ownership and Investment Restrictions and Requirements

Because we are a network service provider, and the exception for the foreign shareholding limit under the amended Telecommunications Business Act, which became effective on August 13, 2013, does not apply to us, foreign governments, individuals, and entities (including Korean entities that are deemed foreigners, as discussed below) are prohibited from owning more than 49.0% of our voting stock. Korean entities whose largest shareholder is a foreign government or a foreigner (together with any of its related parties) that owns 15.0% or more of the outstanding voting stock of such Korean entities are also deemed foreigners. If this 49.0% ownership limitation is violated, certain of our foreign shareholders will not be permitted to exercise voting rights in excess of the limitation, and the MSIPMSIT may require other corrective action.

As of December 31, 2015,2017, SK Holdings owned 20,363,452 shares of our common stock, or approximately 25.22% of our issued shares.Asshares. As of December 31, 2015,2017, the two largest foreign shareholders of SK Holdings each

held a 3.5% stake therein. If such foreign shareholders increase their shareholdings in SK Holdings to 15% or more and any such foreign shareholder constitutes 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 December 31, 20152017 (which we believe was 39.38%41.4%), would reach 64.60%66.7%, exceeding the 49.0% ceiling on foreign shareholding.

If our aggregate foreign shareholding limit is exceeded, the MSIPMSIT 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 shareholder which owns in the aggregate 15.0% or more of SK Holdings. Furthermore, SK Holdings will be prohibited from exercising its voting rights with respect to the shares held in excess of the 49.0% ceiling, which may result in a change in control of us. In addition, the MSIPMSIT will be prohibited from granting us licenses or permits necessary for entering into new telecommunications businesses until our aggregate foreign shareholding is reduced to below 49.0%. If a corrective order is issued to us by the MSIPMSIT arising from the violation of the foregoing foreign ownership limit, and we do not comply within the prescribed period under such corrective order, the MSIPMSIT 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 aone-time administrative penalty of up to 3.0% of the average of our annual revenue for the preceding three fiscal years.

Additionally, the Telecommunications Business Act also authorizes the MSIPMSIT 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 or a penalty of Won 50 million. See “Item 3.D. Risk Factors — Risks Relating to Securities — If SK Holdings causes us to breach the foreign ownership limitations on our common shares, 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 (the “MOSF”),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.

The Telecommunications Business Act provides for the creation of a Public Interest Review Committee under the MSIPMSIT to review investments in or changes in the control of network service 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 15.0% or more of the equity of a network service provider;

 

a change in the largest shareholder of a network service provider;

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

 

a change in the shareholder that actually controls a network service 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 MSIPMSIT may issue orders to stop the transaction, amend any agreements, suspend voting rights, or divest the shares of the relevant network service provider. Additionally, if a dominant network service provider (which would currently include us and KT), together with its specially related persons (as defined under the FSCMA), holds more than 5.0% of the equity of another dominant network service provider, the voting rights on the shares held in excess of the 5.0% 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 telecommunications services and to design and manufacture competitive products. In addition to active internal and external research and development efforts as described in “Item 5.C. Research and Development, Patents and Licenses, etc.,” 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 and the United States and in Europe.countries. Our patents are mainly related to LTE technology and wireless Internet applications. We have also acquired a number of patents related to WCDMA and CDMA technologies.Theretechnologies.There are no licensed patents that are material to our business.

We are not currently involved in any material litigation regarding patent infringement.Forinfringement. For a description of the risks associated with our reliance on intellectual property, see “Item 3.D. Risk Factors — Risks Relating to Our Business — Our business relies on technology developed by us, and our business will suffer if we are unable to protect our proprietary rights.”

Seasonality of the Business

Our business is not affected by seasonality.

 

Item 4.C.Organizational Structure

Organizational Structure

We are a member of the SK Group, based on the definition of “group” under the Fair Trade Act. As of December 31, 2015,2017, SK Group members owned in aggregate 25.2%25.22% of the shares of our issued common stock.Thestock. 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.

Significant Subsidiaries

For information regarding our subsidiaries, see note 1(2) of the notes to our consolidated financial statements.

Item 4.D.Property, Plants and Equipment

The following table sets forth certain information concerning our principal properties as of December 31, 2015:2017:

 

Location

  

Primary Use

  Approximate Area
in Square Feet
 

Seoul Metropolitan Area

  Corporate Headquarters   988,447 
  Regional Headquarters   607,249 
  Customer Service Centers   107,277 
  Training Centers   616,845 
  Central Research and Development Center   482,719 
  Others(1)Others(1)   962,7811,248,744 

Busan

  Regional Headquarters   363,282 
  Others(1)Others(1)   637,960609,693 

Daegu

  Regional Headquarters   148,065 
  Others(1)Others(1)   232,375335,186 

Jeolla and Jeju Provinces

  Regional Headquarters   265,614 
  Others(1)Others(1)   690,313685,167 

Chungcheong Province

  Regional Headquarters   459,302 
  Others(1)Others(1)   784,438855,398 

 

 

(1)Includes cell sites.

In December 2004, we constructed a building with an area of approximately 82,624 square feet, of which we have full ownership, for use as our corporate headquarters. 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 — Cellular Services — Network Infrastructure.”

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, lightning, 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.4.E.UNRESOLVED STAFF COMMENTS

We do not have any unresolved comments from the SEC staff regarding our periodic reports under the Exchange 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 consolidated financial statements in accordance with IFRS as issued by the IASB. In addition, you should read carefully the section titled “— Critical Accounting Policies, Estimates and Judgments” as well as note 4 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

Our operations are reported in threefour segments: (1) cellular services, which include wireless voice and data transmission services, sales of wireless devices, IoT solutions and platform services, and lifestyle enhancement platform services, (2) fixed-line telecommunication services, which includefixed-line telephone services, broadband Internet services, advanced

media platform services (including IPTV) and business communications services,(3) e-commerce services, which include our open marketplace platform, 11st, and (3)other commerce solutions, and (4) other businesses, which include our commerce business,portal service, our hardware business and other operations that do not meet the quantitative thresholds to be separately considered reportable segments.

In our cellular services segment, we earn revenue principally from our wireless voice and data transmission services through monthlyplan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services andvalue-added service fees paid by our wireless subscribers as well as interconnection fees paid to us by other telecommunications operators for use of our wireless network by their customers and subscribers. We also derive revenue from sales of wireless devices by our subsidiary, PS&Marketing. Other sources of revenue include revenue from our IoT solutions and platform services, and lifestyle enhancement platform servicesincluding artificial intelligence solutions, as well as other miscellaneous cellular services.

In ourfixed-line telecommunication services segment, we earn revenue principally from ourfixed-line telephone services and broadband Internet services and advanced media platform services (including IPTV) through monthlyplan-based fees and usage charges as well as interconnection fees paid to us by other telecommunications operators for use of ourfixed-line network by their customers and subscribers. In addition, we derive revenue from international calling services and our business communications services through customized fee arrangements with our business customers.

Oure-commerce services segment became a separate reportable segment as of January 1, 2016. In our otherse-commerce services segment, we earnderive revenue from our subsidiary SK Planet, which earns revenue principally from our commerce business throughthird-party seller fees earned (including commissions) for transactions in which we actit acts as a selling agent to the “mini malls” on 11st, ourits online open marketplace platform, as well as advertising revenue from 11st and our O2Oits other commerce solutions. Other sourcesIn March 2016, SK Planet effected aspin-off of revenue includeits former platform and T Store businesses by establishing SK TechX Co., Ltd. (“SK TechX”) and One Store, respectively. As a result, the results of operations from SK Planet’s former platform business and T store business were included in oure-commerce services segment prior to March 2016 but subsequently, such revenues are included in our others segment.

In our others segment, we earn revenue from our hardware businesses through sales of projection display devices andhigh-end audio devices, and intelligent agent machines, revenue from our security business operated by our subsidiary, Neosnetworks,NSOK, advertising revenue from our “Nate” portal service operated by our subsidiary, SK Communications, and sales commissions through our mobile application marketplaces. As discussed above, the results of operations from SK TechX and One Store are included in our others segment subsequent to the spin-offs from SK Planet in March 2016.

Our cellular service revenue andfixed-line telecommunications service revenue depend 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. Our otherse-commerce service revenue depends principally upon the gross merchandise volume, which is the total monetary value of customer purchases of goods and services, net of estimated refunds, of 11st and the number of merchants that utilize 11st and our O2O platforms to advertise and promote their products and services and the extent of such advertisement and promotion.

Among other factors, management uses operating incomeprofit of each reportable segment presented in accordance withK-IFRS (“segment operating income”profit”) in its assessment of the profitability of each reportable segment. The sum of segment operating incomeprofit for all threefour reportable segments differs from our operating incomeprofit presented in accordance with IFRS as issued by the IASB as segment operating incomeprofit does not include certain items such as donations, gain and loss from disposal of property and equipment and intangible assets and impairment loss on property and equipment and intangible assets. Forassets.For a reconciliation of operating incomeprofit presented in accordance with IFRS as issued by the IASB and operating incomeprofit presented in accordance withK-IFRS, see “— Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS.”

In addition to the information set forth below, see note 5 of the notes to our consolidated financial statements for more detailed information regarding each of our reportable segments.

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:

New Rate Regulations Relating.    Under the MDDIA, wireless telecommunications service providers are obliged to provide certain benefits, such as discounted rates, to subscribers who subscribe to their service without receiving handset subsidies. Handset Subsidies.    We provide handset subsidies are provided to subscribers who agree to use our service for a predetermined service period and purchase handsets on an installment basis. Generally, handset subsidies may be provided to any subscriberOn June 22, 2017, the State Affairs Planning Advisory Committee of Korea announced that uses our service and purchases handsets either directly from us or through third parties. Prior to the implementation of the MDDIA, there was intense competition amongit would encourage wireless telecommunications service providers, including us, to acquireincrease the applicable discount rate offered to subscribers by providing higher subsidies. from 20% to 25%, which change was adopted in September 2017, and to offer additional discounts to low income customers, which change was adopted in December 2017.

In 2017, the number of subscribers who elected to receive discounted rates in lieu of receiving handset subsidies pursuant to the MDDIA increased due to greater public awareness of the availability of such discounted rates as well as the increase in the applicable discount rate to 25%. In the fourth quarter of 2017, approximately 60% of our new subscribers elected to receive discounted rates in lieu of handset subsidies compared to 47% in the previous quarter. As of December 31, 2017, approximatelyone-third of our subscribers who elected to receive these discounted rates are receiving the increased 25% rate discount. We expect that these Government measures will adversely affect our revenues and results of operations as more subscribers elect to receive the 25% rate discount. On the other hand, we expect that this will also reduce our marketing expenses as the amount of handset subsidies paid to subscribers will decline and that this will also contribute to maintaining a stable churn rate.

With respect to handset subsidies, in October 2014, the Government started limiting the amount of subsidies a wireless telecommunications service provider can provide to subscribers in order to prevent excessive competition among wireless telecommunications service providers under the MDDIA. Pursuant to the MDDIA, wireless telecommunications service providers are prohibitedThe prohibition from (i) unfairly providing discriminatory subsidies based on criteria such as type of subscription, subscription plan and characteristics of the subscriber, (ii) providinghandset subsidies exceeding a maximum limit establishedthe amount set by the KCC (such limit to be determined between Won 250,000 and Won 350,000, which may be adjusted every six months, with the current limit set at(which was Won 330,000 from April 2015 to September 2017) expired in September 2017 pursuant to the expiration of thethree-yeareffective asperiod of April 24, 2015) for the purchaserelevant provision of mobile phone modelsthe MDDIA. Although the expiration of this provision may lead to increased handset subsidies provided to subscribers among us and our competitors, we do not expect that were launched within the last 15 months, and (iii) entering into a separate agreement with subscribers imposing obligations to use a specific subscription planimpact will be significant as a condition for providing subsidies. In addition, under the MDDIA, wireless telecommunications service providers are obliged to provide certain benefits, such as discounted rates, to subscribers who subscribe to their service without receiving subsidies.

In 2015, the increase in thegreater number of subscribers who electedelect to receive discounted rates in lieu of receiving handsetsuch subsidies pursuant to the MDDIA due to the increase in the applicable discount rate to 20%25% in April 2015 from 12% in October 2014 contributed to a decrease in revenue. Such increase also led to a decrease in our marketing expenses in 2015 compared to 2014.Furthermore, failureSeptember 2017.

Failure to comply with the MDDIA may lead to suspension of our business or imposition of monetary penalties. For more information about the MDDIA and the penalties imposed for violating Government regulations, see “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Rate Regulation” and “Item 8.A. Consolidated Statements and Other Financial Information — Legal Proceedings — KCC and MSIP Proceedings.”

Abolishment of Initial Subscription Fees.    Upon recommendation by the MSIP, we, KT and LG U+ agreed to gradually reduce initial subscription fees charged to new customers and in August 2013, reduced the initial subscription fee by 40% and again by an additional 50% in August 2014. Starting in November 2014, we ceased charging any initial subscription fees to new customers. The gradual reduction and ultimate abolishment of initial subscription fees adversely impacted our wireless service revenues in 2014 and 2015 compared to 2013 and may

continue to have a material impact on our results of operations in 2016. For more information about the rates we charge, see “Item 4.B. Business Overview — Cellular Services — Rate Plans” and “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Rate Regulation.”

Decrease in Interconnection Fees.Fees.    Our wireless telecommunications services depend, in part, on our interconnection arrangements with domestic and internationalfixed-line and other wireless networks. Charges for interconnection affect our revenues and operating results. The MSIPMSIT determines the basic framework for interconnection arrangements, including policies relating to interconnection rates in Korea. 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. The MSIPMSIT has continued to gradually decrease the interconnection rates in Korea, which has led to a continued decrease in our interconnection revenue as well as interconnection expenses from 2012 to 20152017 and any further reduction in interconnection rates by the MSIPMSIT may continue to impact our results of operations. Beginning in 2017, a single interconnection rate paid by fixed-line network service providers for fixed-line to wireless calls applies to all wireless telecommunications service providers. For more information about our interconnection revenue and expenses, see “Item 4.B. Business Overview — Interconnection.”

Decrease in Monthly Revenue per Subscriber.    We measure monthly average per subscriber using two metrics: billing average monthly per subscriber (“billing ARPU”) and total average monthly revenue per subscriber (“total ARPU”). Billing average monthly revenue per subscriberARPU is derived by dividing the sum of total SK Telecom revenues from voice service and data service for the period by the monthly average number of subscribers (excluding the number of MVNO subscribers leasing our networks) for the period, then dividing that number by the number of months in the period.

Total ARPU is derived by dividing the sum of total SK Telecom revenues from voice service, data service, initial subscription fees and interconnection revenue, as well as other revenues, for the period by the monthly average number of subscribers (excluding the number of MVNO subscribers leasing our networks) for the period, then dividing that number by the number of months in the period.

Our billing ARPU increaseddecreased by 1.3%1.2% to Won 36,58235,216 in 20152017 from Won 36,10135,636 in 2014 and increased by 4.5% in 20142016, which represented a decrease of 1.3% from Won 34,55136,118 in 2013.2015. Our total ARPU decreased by 0.8% to Won 40,800 in 2017 from Won 41,126 in 2016, which represented a decrease of 2.6% from Won 42,221 in 2015. The increasesdecreases in billing ARPU and total ARPU in 20152017 and 20142016 were primarily due to the increasea decrease in LTE subscribers who subscribe to data plans with higher monthly basic charges than our other wireless telecommunications services and greater data service usagerevenue attributable to increasesan increase in the number of smartphone users.In 2015, the increase in billing ARPU was partially offset by a decrease in revenue due to the increase in the applicable discount rate for subscribers thatwho elected to receive discounted rates in lieu of receiving handset subsidies according tosubsidies. In addition, the MDDIA.

Our totaldecreases in billing ARPU decreased by 0.3% to Won 43,970 in 2015 from Won 44,124 and increased by 4.1% in 2014 from Won 42,377 in 2013. The decrease in total ARPU in 2015 was primarily2017 were also partially due to decreases in initial subscription fees and interconnection revenue, which were partially offset by the reasons set forth above relating to the increase in billing ARPUthe applicable discount rate offered to subscribers not receiving handset subsidies from 20% to 25% in 2015. The increaseSeptember 2017, offset in total ARPU in 2014 was primarily due topart by an increase in LTE subscribers whothat subscribe to our unlimited data plans with higher monthly basic charges than our other wireless telecommunications services and greater data service usage attributable to increases in the number of smartphone users.plans.

Acquisition of SK Hynix Shares.    In February 2012, we acquired a 21.1% equity stake in SK Hynix, one of the world’s largest memory chip makers by revenue, for an aggregate purchase price of approximately Won 3.4 trillion, and became its largest shareholder. As of December 31, 2015, we held a 20.1% equity stake in SK Hynix.SK Hynix’s profit for the year was Won 4,323.6 billion in 2015, Won 4,195.2 billion in 2014 and Won 2,872.9 billion in 2013. Our investment in SK Hynix is accounted for using the equity method and the results of SK Hynix’s performance is reflected in our operating results as gains (loss) related to investments in subsidiaries and associates.

Acquisition of SK Networks’ Retail Distribution Business.    In April 2014, PS&Marketing acquired the retail distribution business of SK Networks. As a result of such acquisition, there were increases in wireless device sales in 2015, due to the reflection of the full year impact of the acquisition, compared to 2014, in which the acquisition only impacted results of operations for part of the year, and in 2014 compared to 2013, along with an increase in various related operating expenses, including cost of products that have been resold and labor costs.

Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS

In addition to preparing consolidated financial statements in accordance with IFRS as issued by the IASB included in this annual report, we also prepare financial statements in accordance withK-IFRS as adopted by the KASB, which we are required to file with the FSC and the Korea Exchange under the FSCMA.

Beginning with our financial statements prepared in accordance with K-IFRS as of and for the year ended December 31, 2012, we are required to adopt certain amendments to K-IFRS No. 1001, Presentation of Financial Statements, as adopted by KASB in 2012. The amendments require requires operating income,profit, which is calculated as operating revenue less operating expense, to be separately presented on the consolidated statement of income. Operating expense represents expenses incurred in our main operating activities and includes cost of products that have been resold and selling, general and administrative expenses. Accordingly, beginning with our consolidated statements of income prepared in accordance with K-IFRS for the year ended December 31, 2012, we present operating income in accordance with the amended K-IFRS No. 1001, Presentation of Financial Statements.Prior to the adoption of the amendments to K-IFRS No. 1001, Presentation of Financial Statements, the operating income we presented in our consolidated statements of income prepared in accordance with K-IFRS took into account certain other operating revenue and other operating expenses that are no longer included in the calculation of operating income pursuant to these amendments.

In our consolidated statements of income prepared in accordance with IFRS as issued by the IASB included in this annual report, such changes in presentation were not adopted. As a result, theThe presentation of operating incomeprofit in our consolidated statements of income prepared in accordance with IFRS as issued by the IASB included in this annual report differs from the presentation of operating incomeprofit in the consolidated statements of income prepared in accordance withK-IFRS for the corresponding periods.periods in certain respects. The table below sets forth a reconciliation of our operating incomeprofit as presented in our consolidated statements of income prepared in accordance with IFRS as issued by the IASB for each of the three years ended December 31, 2015, 2014 and 20132017 to the operating incomeprofit as presented in the consolidated statements of income prepared in accordance with K-IFRS after giving effect to the amendments toK-IFRS No. 1001, Presentation of Financial Statements, for each of the corresponding years.K-IFRS.

 

  For the Year Ended December 31,   For the Year Ended December 31, 
  2015 2014 2013   2017 2016 2015 
  (In billions of Won)   (In billions of Won) 

Operating income pursuant to IFRS by IASB

  1,495.4   1,607.9   1,578.4  

Operating profit pursuant to IFRS as issued by the IASB

  1,224.6  1,303.4  1,495.4 

Differences:

        

Other income pursuant to IFRS

    

Other income pursuant to IFRS that are classified as othernon-operating income pursuant toK-IFRS

    

Fee revenues

       (8.2  (7.3   (1.4 (0.6  

Gain on disposal of property and equipment and intangible assets

   (7.1  (8.8  (8.0   (14.0 (6.9 (7.1

Others

   (23.8  (39.5  (59.7   (16.6 (59.1 (23.8
  

 

  

 

  

 

   

 

  

 

  

 

 
   (30.9  (56.5  (75.0   (32.0 (66.6 (30.9

Other operating expenses pursuant to IFRS that are classified as other non-operating expenses pursuant to K-IFRS

        

Loss on impairment of property and equipment and intangible assets

   35.8    47.5    13.8     54.9  24.5  35.8 

Loss on disposal of property and equipment and intangible assets

   21.4    33.0    267.5     60.1  63.8  21.4 

Donations

   72.5    67.8    82.1     112.6  96.6  72.5 

Bad debt for accounts receivable — other

   15.3    17.9    22.2     5.8  40.3  15.3 

Others

   98.5    107.5    122.2     110.6  73.7  98.5 
  

 

  

 

  

 

   

 

  

 

  

 

 
   243.5    273.8    507.7     344.0  298.9  243.5 
  

 

  

 

  

 

   

 

  

 

  

 

 

Operating income pursuant to K-IFRS

  1,708.0   1,825.1   2,011.1  

Operating profit pursuant toK-IFRS

  1,536.6  1,535.7  1,708.0 
  

 

  

 

  

 

   

 

  

 

  

 

 

However, there is no impact on profit for the year or earnings per share for each of the three years ended December 31, 2015, 2014 and 2013.2017.

AccountingRecently Issued International Financial Reporting Standards Updates

We have adopted amendmentsplan to IAS 19, Employee Benefits, foradopt IFRS 15, Revenue from Contracts with Customers and IFRS 9, Financial Instruments in the years ended December 31, 2015.year beginning on January 1, 2018 and IFRS 16, Leases in the year beginning on January 1, 2019. See note 34(28) of the notes to our consolidated financial statements for a summary of IAS 19, Employee Benefits. Thesignificant accounting standards that have been issued but not yet adopted.

IFRS 15 requires us to capitalize certain costs associated with commissions paid to sales agents to obtain new customer contracts, which we previously expensed. We pay commissions for each service contract to our direct retail stores and authorized dealers. Upon adoption of IFRS 15, we will recognize the commissions as prepaid expenses as these amendments isare the incremental costs of obtaining a contract and we will amortize such assets over the relevant expected service periods. In addition, IFRS 15 requires us to allocate the transaction price of each performance obligation in a contract in proportion to its stand-alone selling price when we provide a wireless telecommunications service contract together with a digital handset to a customer. We expect that this change will negatively impact our wireless service revenue, but positively impact our wireless device sales revenue. In connection with this, the difference between the revenue recognized for the wireless device sale and the transaction price will be recorded as a contract asset that will be amortized over the expected wireless service period to offset the relevant wireless service revenue.

We plan to adopt IFRS 15 by recognizing the cumulative effect of initially applying IFRS 15 as an adjustment to the opening balance of retained earnings as of January 1, 2018. We elected to apply IFRS 15 retrospectively only to contracts that were not completed as of January 1, 2018. The following table sets forth the expected financial impact of the adoption of IFRS 15 on our statement of financial position as of January 1, 2018 based on our evaluation to have a significantdate.

  As of December 31,
2017
(Before adoption of
IFRS 15)
  Adjustments  As of January 1,
2018
(After adoption
of IFRS 15)
 
   
  (In billions of Won) 

Current Assets

  6,201.9   1,804.1   8,006.0 

Accounts receivable — trade, net

  2,126.0   (4.3  2,121.7 

Prepaid expenses

  197.0   1,695.7   1,892.7 

Contract assets — multiple performance obligations

     112.2   112.2 

Contract assets — right of return

     0.5   0.5 

Others

  3,878.9      3,878.9 

Non-Current Assets

  27,226.8   718.8   27,945.6 

Long-term prepaid expenses

  90.8   693.3   784.1 

Long-term contract assets — multiple performance obligations

     30.4   30.4 

Deferred tax assets

  88.1   (4.9  83.2 

Others

  27,047.9      27,047.9 

Total Assets

  33,428.7   2,522.9   35,951.6 

Current Liabilities

  7,109.1   12.5   7,121.6 

Provisions

  52.1   (0.2  51.9 

Contract liabilities

     114.3   114.3 

Receipts in advance

  161.3   (161.3   

Unearned revenue

  175.7   (175.7   

Withholdings

  961.5   235.4   1,196.9 

Others

  5,758.5      5,758.5 

Non-Current Liabilities

  8,290.4   610.4   8,900.8 

Long-term contract liabilities

     19.1   19.1 

Long-term unearned revenue

  7.1   (7.1   

Othernon-current liabilities

  44.1   (0.9  43.2 

Deferred tax liabilities

  978.7   599.3   1,578.0 

Others

  7,260.5      7,260.5 

Total Liabilities

  15,399.5   622.9   16,022.4 

Equity attributable to owners of the Parent Company

  17,842.2   1,900.0   19,742.2 

Share capital

  44.6      44.6 

Capital surplus and others

  196.4      196.4 

Retained earnings

  17,835.9   1,900.0   19,735.9 

Reserves

  (234.7     (234.7

Non-controlling interests

  187.0      187.0 

Total Shareholders’ Equity

  18,029.2   1,900.0   19,929.2 

Our preliminary assessment of the financial impact resulting from the adoption of IFRS 9 did not indicate any material impact on our consolidated financial statements if such adoptions were applied as of December 31, 2017. Our preliminary assessments in connection with IFRS 9 and 15 set forth herein are subject to change. The expected impact of the adoption of IFRS 16 on our consolidated results of operations and financial position is currently unknown or financial position.cannot be reasonably estimated.

Operating Results

The following table sets forth summary consolidated income statement information, including that expressed as a percentage of operating revenue and other income, for the periods indicated:

 

   For the Year Ended December 31, 
   2015  2014  2013 
   (In billions of Won, except percentage data) 

Operating Revenue and Other Income

  17,167.6    100.0 17,220.3    100.0 16,677.0    100.0

Revenue

   17,136.7    99.8    17,163.8    99.7    16,602.1    99.6  

Other income

   30.9    0.2    56.5    0.3    74.9    0.4  

Operating Expense

   15,672.2    91.3    15,612.4    90.7    15,098.6    90.5  

Operating Income

   1,495.4    8.7    1,607.8    9.3    1,578.4    9.5  

Profit before Income Tax

   2,035.4    11.9    2,253.8    13.1    1,827.1    11.0  

Income Tax Expense from Continuing Operations

   519.5    3.0    454.5    2.6    400.8    2.4  

Profit from Continuing Operations

   1,515.9    8.8    1,799.3    10.4    1,426.3    8.6  

Profit from Discontinued Operation, Net of Income Taxes(1)

                   183.2    1.1  

Profit (Loss) for the Year Attributable to:

       

Owners of the Parent Company

   1,518.6    8.8    1,801.2    10.5    1,638.9    9.8  

Non-controlling Interests

   (2.7  (0.0  (1.9  (0.0  (29.4  (0.2

Profit for the Year

   1,515.9    8.8    1,799.3    10.4    1,609.5    9.6  

(1)Relates to results of operations of Loen Entertainment, which ceased being our consolidated subsidiary in July 2013.

  For the year ended December 31, 
  2017  2016  2015 
  (In billions of Won, except percentages) 

Operating revenue and other income

 17,552.0   100.0 17,158.3   100.0 17,167.6   100.0

Revenue

  17,520.0   99.8   17,091.8   99.6   17,136.7   99.8 

Other income

  32.0   0.2   66.5   0.4   30.9   0.2 

Operating expenses

  16,327.4   93.0   15,854.9   92.4   15,672.2   91.3 

Operating profit

  1,224.6   7.0   1,303.4   7.6   1,495.4   8.7 

Profit before income tax

  3,403.3   19.4   2,096.1   12.2   2,035.4   11.9 

Income tax expense

  745.7   4.2   436.0   2.5   519.5   3.0 

Profit for the year

  2,657.6   15.1   1,660.1   9.7   1,515.9   8.8 

Attributable to:

      

Owners of the Parent Company

  2,599.8   14.8   1,676.0   9.8   1,518.6   8.8 

Non-controlling interests

  57.8   0.3   (15.9  (0.1  (2.7  (0.0

The following table sets forth additional information about our operations with respect to our reportable segments during the periods indicated:

 

  Year Ended December 31, 
  2015  2014  2013 
  Amount  Percentage
of Total

Revenue
  Amount  Percentage
of Total

Revenue
  Amount  Percentage
of Total

Revenue
 
  (In billions of Won, except percentages) 

Cellular Services Revenue

      

Wireless Service(1)

 10,720.50    62.6 11,010.6    64.2 11,001.1    66.3

Cellular Interconnection

  710.0    4.1    817.0    4.8    845.0    5.1  

Wireless Device Sales

  963.4    5.6    761.6    4.4    645.9    3.9  

Miscellaneous(2)

  875.4    5.1    938.6    5.5    823.5    5.0  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Cellular Services Revenue

  13,269.3    77.4    13,527.9    78.8    13,315.5    80.2  

Fixed-line Telecommunication Services Revenue

      

Fixed-line Telephone Service

 420.6    2.5% 467.3    2.7% 474.4    2.9%

Fixed-line Interconnection

  57.1    0.3    57.4    0.3    78.7    0.5  

Broadband Internet Service and Advanced Media Platform Service

  1,308.8    7.6    1,152.7    6.7    1,023.2    6.2  

International Calling Service

  99.1    0.6    112.0    0.7    127.0    0.8  

Miscellaneous(3)

  608.9    3.6    660.5    3.8    621.1    3.7  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Fixed-line Telecommunication Services Revenue

  2,494.5    14.6    2,449.9    14.3    2,324.4    14.0  

Other Revenue

      

Commerce Service(4)

 988.5    5.8 911.5    5.3 742.6    4.5

Portal Service(5)

  63.9    0.4    73.0    0.4    92.2    0.6  

Miscellaneous(6)

  320.5    1.9    201.6    1.2    127.4    0.8  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Other Revenue

  1,372.9    8.0    1,186.0    6.9    962.2    5.8  
 

 

 

  

 

 

  

 

 

�� 

 

 

  

 

 

  

 

 

 

Total Revenue

 17,136.7    100.0 17,163.8    100.0 16,602.1    100.0
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Revenue Growth

  (0.2) %    3.4   2.9    %  

Segment Operating Expense(7)

      

Cellular Services

 11,591.0    67.6 11,773.5    68.6 11,329.4    68.2

Fixed-line Telecommunication Services

  2,386.2    13.9    2,369.5    13.8    2,268.8    13.7  

Others

  1,451.5    8.5    1,195.8    7.0    992.8    6.0  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Segment Operating Expense

 15,428.7    90.0 15,338.7    89.4 14,591.0    87.9
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Segment Operating Income

      

Cellular Services

 1,678.3    9.8 1,754.4    10.6 1,986.1    12.0

Fixed-line Telecommunication Services

  108.3    0.6    80.4    0.5    55.6    0.3  

Others

  (78.6  (0.4)  (9.8)  (0.1)  (30.6)  (0.2)
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Segment Operating Income

 1,708.0    10.0 1,825.1    10.6 2,011.1    12.1
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  For the year ended December 31, 
  2017  2016  2015 
  Amount  Percentage of
Total Revenue
  Amount  Percentage of
Total Revenue
  Amount  Percentage of
Total Revenue
 
  (In billions of Won, except percentages) 

Cellular Services Revenue

      

Wireless Service(1)

 10,639.0   60.7 10,583.0   61.9 10,720.5   62.6

Cellular Interconnection

  592.7   3.4   614.4   3.6   710.0   4.1 

Wireless Device Sales

  1,052.2   6.0   922.4   5.4   963.4   5.6 

Miscellaneous(2)

  978.2   5.6   885.1   5.2   875.4   5.1 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Cellular Services Revenue

  13,262.1   75.7   13,004.9   76.1   13,269.3   77.4 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Fixed-line Telecommunication Services Revenue

      

Fixed-line Telephone Service

  316.8   1.8   357.8   2.1   420.6   2.5 

Fixed-line Interconnection

  116.1   0.7   134.1   0.8   57.1   0.3 

Broadband Internet Service

  1,641.6   9.4   1,472.8   8.6   1,308.8   7.6 

International Calling Service

  89.4   0.5   96.0   0.6   99.1   0.6 

Miscellaneous(3)

  560.3   3.1   590.5   3.4   608.9   3.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

TotalFixed-line Telecommunication Services Revenue

  2,724.2   15.5   2,651.2   15.5   2,494.5   14.6 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

E-commerce Services Revenue(4)(6)

  1,044.2   6.0   1,001.3   5.9   1,060.0   6.2 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other Revenue

      

Portal Service(5)

  44.0   0.3   54.2   0.3   71.8   0.4 

  For the year ended December 31, 
  2017  2016  2015 
  Amount  Percentage of
Total Revenue
  Amount  Percentage of
Total Revenue
  Amount  Percentage of
Total Revenue
 
  (In billions of Won, except percentages) 

Miscellaneous(4)(6)

  445.5   2.5   380.2   2.2   241.1   1.4 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Other Revenue

  489.5   2.8   434.4   2.5   312.9   1.8 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Revenue

  17,520.0   100.0   17,091.8   100.0   17,136.7   100.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Revenue Growth

  2.5   (0.3)%    (0.2)%  

Segment Operating Expense(7)

      

Cellular Services

  11,548.1   65.9   11,205.8   65.6   11,591.0   67.6 

Fixed-line Telecommunication Services

  2,556.7   14.6   2,518.8   14.7   2,386.2   13.9 

E-commerce Services

  1,312.0   7.5   1,366.5   8.0   1,066.7   6.3 

Others

  566.6   3.2   465.0   2.7   384.8   2.2 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Segment Operating Expense

  15,983.4   91.2   15,556.1   91.0   15,428.7   90.0 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Segment Operating Profit

      

Cellular Services

  1,714.0   9.8   1,799.1   10.5   1,678.3   9.8 

Fixed-line Telecommunication Services

  167.5   0.9   132.4   0.8   108.3   0.6 

E-commerce Services

  (267.8  (1.5  (365.2  (2.1  (6.7  (0.0

Others

  (77.1  (0.4  (30.6  (0.2  (71.9  (0.4
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total Segment Operating Profit

 1,536.6   8.8 1,535.7   9.0 1,708.0   10.0
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(1)Wireless service revenue includes revenue from wireless voice and data transmission services principally derived through monthlyplan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services andvalue-added service fees paid by our wireless subscribers.

 

(2)Miscellaneous cellular services revenue includes revenue from our IoT solutions platform services as well as other miscellaneous cellular services.

(3)Miscellaneousfixed-line telecommunication services revenue includes revenues from business communications services (other thanfixed-line telephone service) provided by SK Broadband and VoIP services provided by SK Telink.

 

(4)Commerce serviceE-commerce services revenue is derived from SK Planet’s revenue, which includes revenues from 11st, our online open marketplace platform, and O2Oother commerce solutions. As a result of the respective spin-offs from SK Planet, the results of operations from SK Planet’s former platform business and T store business were included in oure-commerce services segment prior to March 2016 but subsequently, such revenues are included in our others segment.

 

(5)Portal service revenue includes revenues from “Nate,” our online portal service operated by SK Communications, and Cyworld, a social networking service formerly operated by SK Communications. In March 2014, the Cyworld business was spun-off into an unaffiliated company.

 

(6)Miscellaneous others revenue includes revenues from our hardware business, our security business operated by our subsidiary, Neosnetworks,NSOK, our marketing and sales solutions business operated by our subsidiary, M&Service, and our online open marketplace for mobile applications, among other operations. Additionally, as a result of the respective spin-offs from SK Planet, the results of operations from SK TechX and One Store are included in our others segment beginning March 2016 under miscellaneous others revenue.

 

(7)

“Segment operating expense” means operating expense for each reportable segment presented in accordance withK-IFRS and therefore does not include certain expenses that are classified as othernon-operating expenses underK-IFRS. For more information on the differencedifferences between our consolidated operating expense pursuant

toK-IFRS and pursuant to IFRS as issued by the IASB, see “— Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS.”

20152017 Compared to 20142016

Operating Revenue and Other Income.     Our consolidated operating revenue and other income increased by 2.3% to Won 17,552.0 billion in 2017 from Won 17,158.3 billion in 2016, due to an increase in operating revenue, offset in part by a decrease in other income, as discussed below.

Our consolidated operating revenue increased by 2.5% to Won 17,520.0 billion in 2017 from Won 17,091.8 billion in 2016, primarily due to increases in cellular services revenue as well as revenue increases from our other three segments.

Our consolidated other income decreased by 51.9% to Won 32.0 billion in 2017 from Won 66.5 billion in 2016, primarily due to refunds received in 2016 in connection with the overturn of certain fines previously imposed on us by the FTC that we had paid compared to no such refunds in 2017.

The following sets forth additional information about our operating revenues with respect to each of our reportable segments.

Cellular services: The revenue of our cellular services segment, which is composed of revenues from wireless service, cellular interconnection, wireless device sales and miscellaneous cellular services, increased by 2.0% to Won 13,262.1 billion in 2017 from Won 13,004.9 billion in 2016. The increase in our cellular services revenue was due to increases in wireless device sales, miscellaneous cellular services revenue and wireless service revenue, partially offset by a decrease in cellular interconnection revenue.

Wireless device sales revenue increased by 14.1% to Won 1,052.2 billion in 2017 from Won 922.4 billion in 2016, primarily due to an increase in sales of handsets with relatively higher unit prices such as the Samsung Galaxy S8 and S8+, which were released in the second quarter of 2017, and the iPhone 8 and iPhone X, which were released in the fourth quarter of 2017.

Miscellaneous cellular services revenue increased by 10.5% to Won 978.2 billion in 2017 from Won 885.1 billion in 2016, primarily because of an increase in revenue from our IoT solutions business.

Wireless service revenue increased by 0.5% to Won 10,639.0 billion in 2017 from Won 10,583.0 billion in 2016, primarily attributable to an increase in the total number of wireless service subscribers and an increase in average monthly data usage to 6.0GB in 2017 from 5.2GB in 2016, despite the increase in the percentage of wireless service subscribers who elected to receive discounted rates in lieu of receiving handset subsidies pursuant to the MDDIA and the increase in the applicable discount rate to 25% in September 2017 from 20%.

Cellular interconnection revenue decreased by 3.5% to Won 592.7 billion in 2017 from Won 614.4 billion in 2016. The decrease was primarily attributable to decreases in interconnection rates andland-to-mobile call volume.

Fixed-line telecommunications services: The revenue of ourfixed-line telecommunication services segment, which is composed of revenues from broadband Internet service and advanced media platform service (including IPTV),fixed-line telephone service, international calling service,fixed-line interconnection and miscellaneousfixed-line telecommunication services, increased by 2.8% to Won 2,724.2 billion in 2017 from Won 2,651.2 billion in 2016, primarily due to an increase in our broadband Internet service and advanced media platform service (including IPTV) revenue, partially offset by decreases in fixed-line telephone service revenue and miscellaneous fixed-line telecommunication services revenue.

Revenue from our broadband Internet service and advanced media platform service (including IPTV) increased by 11.5% to Won 1,641.6 billion in 2017 from Won 1,472.8 billion in 2016, primarily due to an increase in the number of IPTV subscribers to 4.4 million subscribers as of December 31, 2017 from 4.0 million subscribers as of December 31, 2016 and an increase in the number of premium subscriptions with higher monthly rates and purchases of premiumvideo-on-demand content.

Fixed-line telephone service revenue decreased by 11.5% to Won 316.8 billion in 2017 from Won 357.8 billion in 2016, primarily due to a decrease in the number of fixed-line telephone subscribers (including subscribers to VoIP services of SK Broadband and SK Telink) to 4.3 million as of December 31, 2017 from 4.5 million as of December 31, 2016 and a decrease in residential calling volume as a result of shifting consumer preferences toward wireless communication.

Miscellaneousfixed-line telecommunication services revenue decreased by 5.1% to Won 560.3 billion in 2017 from Won 590.5 billion in 2016, primarily due to a decline in new contracts for business communications services provided by SK Broadband.

E-commerce services: The revenue of oure-commerce services segment, which is primarily composed of revenues from 11st, our open marketplace platform, increased by 4.3% to Won 1,044.2 billion in 2017 from Won 1,001.3 billion in 2016, primarily due to an increase in revenue from mobile 11st as there was an increase in sales of products through which we received relatively high third-party seller fees, despite the disparate impact of the spin-offs of SK Planet’s former platform business and T store business on 2017 compared to 2016, where revenue from thespun-off entities was included ine-commerce services revenue prior to the spin-offs in 2016, but not in 2017.

Others: The revenue of our others segment, which is composed of revenue from our portal service and miscellaneous other revenue, increased by 12.7% to Won 489.5 billion in 2017 from Won 434.4 billion in 2016, due to an increase in miscellaneous other revenue. Miscellaneous other revenue increased by 17.2% to Won 445.5 billion in 2017 from Won 380.2 billion in 2016, primarily due to the disparate impact of the spin-offs of SK Planet’s former platform business and T store business on 2017 compared to 2016, where revenue from thespun-off entities was included in miscellaneous other revenue for the full year in 2017, but only a part of 2016.

Operating Expense.    Our consolidated operating expense increased by 3.0% to Won 16,327.4 billion in 2017 from Won 15,854.9 billion in 2016, primarily due to a 5.3% increase in depreciation and amortization to Won 3,097.5 billion in 2017 from Won 2,941.9 billion in 2016, a 2.0% increase in commissions to Won 5,486.3 billion in 2017 from Won 5,376.7 billion in 2016, a 5.2% increase in labor costs to Won 1,966.2 billion in 2017 from Won 1,869.8 billion in 2016 and a 19.2% increase in advertising expenses to Won 522.8 billion in 2017 from Won 438.5 billion in 2016, partially offset by a 8.3% decrease in network interconnection expenses to Won 875.0 billion in 2017 from Won 954.3 billion in 2016 and a 13.2% decrease in leased line expenses to Won 342.2 billion in 2017 from Won 394.4 billion in 2016.

The increase in depreciation and amortization was primarily due to the full year of amortization in 2017 of certain frequency bandwidth usage rights we acquired orre-licensed in 2016 compared to only partial year amortization in 2016 as well as the amortization of our sales management IT system software beginning in 2017.

The increase in commissions was attributable mainly to an increase in marketing costs relating to our wireless service, which was partially offset by a decrease in marketing costs relating to oure-commerce services, the impact of certain value-added tax refunds relating to discount coupons received in 2017 and the decrease in commissions following the establishment of Home & Service Co., Ltd. (“Home & Service”) as described below.

The increase in labor costs was primarily due to the additional personnel on payroll in connection with the establishment in June 2017 of our subsidiary, Home & Service, which providesin-home customer service primarily to our fixed-line telecommunication service subscribers. Prior to the establishment of Home & Service, we outsourced these services to a third party vendor and the related costs were classified as commissions.

The increase in advertising expenses was primarily due to an increase in advertising expenses by SK Planet and media and online advertising for B tv and oksusu, which was partially offset by a decrease in cellular services advertising.

The decrease in network interconnection expenses was mainly attributable to decreases inwireless-to-fixed-line andfixed-line-to-wireless interconnection rates.

The decrease in leased line expenses was primarily due to a decrease in the number of facilities that use leased lines due to the increase in facilities that opt to build their own network and a decrease in rates for leased lines.

The following sets forth additional information about our segment operating expense with respect to each of our reportable segments, which do not include certain expenses that are classified as othernon-operating expenses underK-IFRS. For more information on the difference between our consolidated operating expense pursuant toK-IFRS and pursuant to IFRS as issued by the IASB, see “— Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS.”

Cellular services: The segment operating expense for our cellular services segment increased by 3.1% to Won 11,548.1 billion in 2017 from Won 11,205.8 billion in 2016, attributable mainly to increases in marketing costs to attract subscribers that purchase handsets with high unit prices and increases in depreciation and amortization for the reasons described above, partially offset by decreases in network interconnection and leased line expenses for the reasons described above and a decrease in frequency bandwidth usage fees.

Fixed-line telecommunication services: The segment operating expense for ourfixed-line telecommunication services segment increased by 1.5% to Won 2,556.7 billion in 2017 from Won 2,518.8 billion in 2016, primarily due to an increase in marketing costs to gain more subscribers to ourultra-high definition IPTV and high speed broadband Internet services and an increase in labor costs for the reasons described above.

E-commerce services: The segment operating expense for oure-commerce services segment decreased by 4.0% to Won 1,312.0 billion in 2017 from Won 1,366.5 billion in 2016, primarily due to a decrease in marketing costs and the impact of the value-added tax refunds described above.

Others: The segment operating expense for our others segment increased by 21.8% to Won 566.6 billion in 2017 from Won 465.0 billion in 2016, primarily due to the disparate impact of the spin-offs of SK Planet’s former platform business and T store business on 2017 compared to 2016, where marketing costs of thespun-off entities was included in miscellaneous other revenue for the full year in 2017, but only a part of 2016.

Operating Profit.    Our consolidated operating profit decreased by 6.0% to Won 1,224.6 billion in 2017 from Won 1,303.4 billion in 2016, as the increase in operating expense outpaced the increase in operating revenue and other income in 2017.

The following sets forth additional information about our segment operating profit with respect to each of our reportable segments. Our segment operating profit with respect to each of our reportable segments is based onK-IFRS and the sum of segment operating profit for all four reportable segments differs from our consolidated operating profit presented in accordance with IFRS as issued by the IASB. For a reconciliation of operating profit presented in accordance with IFRS as issued by the IASB and operating profit presented in accordance withK-IFRS, see “— Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS.”

Cellular services: The segment operating profit of our cellular services segment decreased by 4.7% to Won 1,714.0 billion in 2017 from Won 1,799.1 billion in 2016, due to the greater increase in segment operating expense, as compared to the increase in segment operating revenue, for the various reasons described above.As a result, the segment operating margin (which, with respect to each reportable segment, is segment operating profit divided by revenue from such segment, expressed as a percentage) of our cellular services segment decreased to 12.9% in 2017 from 13.8% in 2016.

Fixed-line telecommunication services: The segment operating profit of ourfixed-line telecommunication services segment increased by 26.5% to Won 167.5 billion in 2017 from Won 132.4 billion in 2016, primarily due to an increase in revenue from our IPTV business as described above.As a result, the segment operating margin of ourfixed-line telecommunication services segment increased to 6.1% in 2017 from 5.0% in 2016.

E-commerce services: The segment operating loss of oure-commerce services segment decreased by 26.7% to Won 267.8 billion in 2017 from Won 365.2 billion in 2016, primarily due to the impact of the value-added tax refunds described above.

Others: The segment operating loss of our others segment increased by 151.6% to Won 77.0 billion in 2017 from Won 30.6 billion in 2016, primarily due to the disparate impact of the spin-offs of SK Planet’s former platform business and T store business on 2017 compared to 2016.

Finance Income and Finance Costs.    Our finance income decreased by 36.3% to Won 366.6 billion in 2017 from Won 575.1 billion in 2016, primarily due to a significant decrease in gain on disposal of long-term investment securities to Won 4.9 billion in 2017 from Won 459.3 billion in 2016, which primarily related to the sale of our 15.0% interest in Loen Entertainment in February 2016 and the sale of our 1.4% interest in POSCO in November 2016, which was partially offset by a significant increase in gain on valuation of derivatives to Won 223.9 billion in 2017, primarily relating to the valuation of redeemable convertible preferred shares issued by Bluehole Inc. (“Bluehole”) that we hold, from Won 4.1 billion in 2016.

Our finance costs increased by 32.7% to Won 433.6 billion in 2017 from Won 326.8 billion in 2016, primarily due to an increase in other finance costs to Won 35.9 billion in 2017, relating to management fees paid in connection with our investment in Bluehole’s securities, from none in 2016 and an increase on loss of disposal of long-term investment securities to Won 36.0 billion in 2017 from Won 2.9 billion in 2016 primarily due to the disposal of our shares of Kakao Corporation, which we had obtained for our 15.0% interest in Loen Entertainment mentioned above, for Won 112.6 billion in cash in April 2017, through which we recognized a loss of Won 35.5 billion.

Gains (Losses) Related to Investments in Subsidiaries and Associates.    Gains related to investments in subsidiaries and associates increased by 312.4% to Won 2,245.8 billion in 2017 from Won 544.5 billion in 2016, primarily due to an increase in share of profits of SK Hynix to Won 2,175.9 billion in 2017 from Won 572.1 billion in 2016.Such increase was primarily due to an increase in SK Hynix’s profit for the year to Won 10,642.2 billion in 2017 from Won 2,960.5 billion in 2016.

Income Tax.    Income tax expense increased by 71.0% to Won 745.7 billion in 2017 from Won 436.0 billion in 2016 primarily due to a 62.4% increase in profit before income tax to Won 3,403.3 billion in 2017 from Won 2,096.1 billion in 2016. Our effective tax rate in 2017 increased by 1.1% to 21.9% from 20.8% in 2016, primarily for the reasons set forth above. Our effective tax rates in 2017 and 2016 were lower than the statutory tax rate of 24.2%, primarily due to a tax refund in 2017 and changes in unrecognized deferred taxes in 2016.

Profit for the Year.    Principally as a result of the factors discussed above, our profit for the year increased by 60.1% to Won 2,657.6 billion in 2017 from Won 1,660.1 billion in 2016. Profit for the year as a percentage of operating revenue and other income was 15.1% in 2017 compared to 9.7% in 2016.

2016 Compared to 2015

Operating Revenue and Other Income.    Our consolidated operating revenue and other income decreased by 0.3%0.1% to Won 17,158.3 billion in 2016 from Won 17,167.6 billion from Won 17,220.3 billion in 2014,2015, due to the following decreasesa decrease in operating revenue, andoffset in part by an increase in other income.income, as discussed below.

Our consolidated operating revenue decreased slightly by 0.3% to Won 17,091.8 billion in 2016 from Won 17,136.7 billion in 2015, from Won 17,163.8 billion in 2014, primarily due to decreases in wireless service revenue, and cellular interconnection revenue,fixed-line telephone service revenue ande-commerce services revenue, partially offset by increases in wireless device sales and broadband Internet service and advanced media platform service revenue, miscellaneous revenue and fixed-line interconnection revenue, each as further discussed below.

Our consolidated other income decreasedincreased by 45.2%115.2% to Won 66.5 billion in 2016 from Won 30.9 billion in 2015 from Won 56.5 billion in 2014 primarily due to a decreaserefunds received in value-added tax refunds to Won 2.1 billion2016 in 2015 from Won 8.1 billion in 2014 and a decrease in gainconnection with the overturn of certain fines previously imposed on disposal of property and equipment and intangible assets to Won 7.1 billion in 2015 from Won 8.8 billion in 2014.us by the FTC that we had paid.

The following sets forth additional information about our operating revenues with respect to each of our reportable segments.

 

Cellular services: The revenue of our cellular services segment, which is composed of revenues from wireless service, cellular interconnection, wireless device sales and miscellaneous cellular services, decreased by 1.9%2.0% to Won 13,004.9 billion in 2016 from Won 13,269.3 billion in 2015 from Won 13,527.9 billion in 2014.2015. The decrease in our cellular services revenue was principally due to decreases in our wireless service revenue and cellular interconnection revenue partially offset by an increase in our wireless device sales.

cellular services revenue was due to decreases in our wireless service revenue, cellular interconnection revenue and wireless device sales.

Wireless service revenue decreased by 2.6%1.3% to Won 10,583.0 billion in 2016 from Won 10,720.5 billion in 2015, from Won 11,010.6 billion in 2014, primarily dueattributable to the decrease in initial subscription fees which we ceased charging beginning November 2014 and thean increase in the number of subscribers who elected to receive discounted rates in lieu of receiving handset subsidies pursuant to the MDDIA due to greater public awareness of the availability of such discounted rates as well as the increase in the applicable discount rate to 20% in April 2015 from 12% in October 2014.

Cellular interconnection revenue decreased by 13.1%13.5% to Won 614.4 billion in 2016 from Won 710.0 billion in 2015 from Won 817.0 billion in 2014.2015. The decrease was primarily attributable to decreases in interconnection rates andland-to-mobile call volume in 2015.2016.

Wireless device sales increaseddecreased by 26.5%4.3% to Won 922.4 billion in 2016 from Won 963.4 billion in 2015, from Won 761.6 billionprimarily attributable to a decrease in 2014. Such increase was duethe number of wireless devices sold in part to the reflection2016 as a result of the full year impactmaturity of the acquisition by PS&Marketing in April 2014 of the retail distribution business of SK Networks in 2015 compared to 2014 in which the acquisition only impacted revenue for part of the year.

wireless device market.

 

Fixed-line telecommunications services: The revenue of ourfixed-line telecommunication services segment, which is composed of revenues from broadband Internet service and advanced media platform service (including IPTV),fixed-line telephone service, international calling service,fixed-line interconnection and miscellaneousfixed-line telecommunication services, increased by 6.3% to Won 2,651.2 billion in 2016 from Won 2,494.5 billion in 2015, due to increases in our broadband Internet service and advanced media platform service (including IPTV) revenue andfixed-line interconnection revenue, partially offset by decreases infixed-line telephone service revenue, miscellaneousfixed-line telecommunication services revenue and international calling service revenue.

(including IPTV), fixed-line telephone service, international calling service, fixed-line interconnection and miscellaneous fixed-line telecommunication services, increased by 1.8% to Won 2,494.5 billion in 2015 from Won 2,449.9 billion in 2014, primarily due to an increase in revenue from our broadband Internet service and advanced media platform service (including IPTV), partially offset by decreases in fixed-line telephone service revenue, miscellaneous fixed-line telecommunication services revenue and international calling service revenue. Fixed-line interconnection revenue was stable between 2014 and 2015.

Revenue from our broadband Internet service and advanced media platform service (including IPTV) increased by 13.5%12.5% to Won 1,472.8 billion in 2016 from Won 1,308.8 billion in 2015, from Won 1,152.7 billion in 2014, primarily due to an increase in the number of IPTV subscribers to 4.0 million subscribers as of December 31, 2016 from 3.5 million subscribers as of December 31, 2015 from 2.8 million subscribers as of December 31, 2014 and an increase in the purchase of paid media content by IPTV subscribers.

Fixed-line interconnection revenue increased by 134.9% to Won 134.1 billion in 2016 from Won 57.1 billion in 2015, primarily due to additional interconnection charges we received from KT and LG U+ as a result of certain changes to the methodology for calculating interconnection charges.

Fixed-line telephone service revenue decreased by 10.0%14.9% to Won 357.8 billion in 2016 from Won 420.6 billion in 2015, from Won 467.3 billion in 2014, primarily due to a decrease in residential calling volume.volume as a result of shifting consumer preferences toward wireless communication. Miscellaneousfixed-line telecommunication services revenue decreased by 7.8%3.0% to Won 590.5 billion in 2016 from Won 608.9 billion in 2015, from Won 660.5 billion in 2014, primarily due to a decline in new contracts for business communications services provided by SK Broadband. International calling service revenue decreased by 11.5%3.1% to Won 96.0 billion in 2015 from Won 99.1 billion in 2015, from Won 112.0 billion in 2014, primarily due to a decrease in international calling volume.

 

E-commerce services: The revenue of oure-commerce services segment, which is primarily composed of revenues from 11st, our open marketplace platform, decreased by 5.5% to Won 1,001.3 billion in 2016 from Won 1,060.0 billion in 2015, primarily due to the spin-offs of SK Planet’s former platform business and T store business in March 2016 as revenues from these businesses were included in oure-commerce services segment prior to the spin-offs but excluded thereafter.

Others: The revenue of our others segment, which is composed of revenuesrevenue from our commerce service and portal service and miscellaneous other revenue, increased by 15.8%38.8% to Won 1,372.9434.4 billion in 20152016 from Won 1,186.0312.9 billion in 2014, due to increases in commerce service revenue and miscellaneous other revenue.

Commerce service revenue increased by 8.4% to Won 988.5 billion in 2015, from Won 911.5 billion in 2014, primarily due to an increase in the annual gross merchandise volume of 11st through its mobile version.miscellaneous other revenue. Miscellaneous other revenue increased by 59.0%57.7% to Won 320.5380.2 billion in 2016 from Won 241.1 billion in 2015, from Won 201.6 billion in 2014, primarily due to increases in revenue from our security business operated by Neosnetworks and revenue fromthe spin-offs of SK Planet’s advertising business.former platform business and T store business as revenues from these businesses were included in our others segment beginning in March 2016.

Operating Expense.    Our consolidated operating expense increased by 0.4%1.2% to Won 15,854.9 billion in 2016 from Won 15,672.2 billion in 2015, from Won 15,612.4 billion in 2014, primarily due to a 16.4%3.3% increase in commissions to Won 5,376.7 billion in 2016 from Won 5,207.0 billion in 2015 and a 3.4% increase in depreciation and amortization to Won 2,941.9 billion in 2016 from Won 2,845.3 billion in 2015. Such increases were partially offset by a 6.0% decrease in cost of products that have been resold to Won 1,838.4 billion in 2016 from Won 1,955.9 billion in 2015 from Won 1,680.1 billion in 2014, a 14.1%2015.

The increase in labor costcommissions was attributable mainly to Won 1,893.7 billionan increase in 2015 from Won 1,659.8 billionmarketing costs relating to promotional activities for 11st, our open marketplace platform, which was partially offset by a decrease in 2014 and a 4.8%marketing costs relating to our cellular services.

The increase in depreciation and amortization was primarily due to Won 2,845.3 billionamortization of certain frequency bandwidth usage rights we acquired orre-licensed in 2015 from Won 2,714.7 billion in 2014. Such increase was partially offset by an 8.5% decrease in commissions paid to Won 5,207.0 billion in 2015 from Won 5,692.7 billion in 2014.2016 as well as amortization of software.

The increasedecrease in cost of products that have been resold was primarily due to the reflection of the full year impact of the acquisition by PS&Marketing in April 2014 of the retail distribution business of SK Networks in 2015 compared to 2014 in which the acquisition only impacted associated costs for part of the year and an increase in high-end wireless device sales.

The increase in labor cost was primarily due to one-time severance payments in connection with our early retirement program and the increasea decrease in the number of employees at SK Broadband to further expand our advanced media platform service business andwireless devices resold in connection with several acquisitions in 2014, including the acquisition by PS&Marketing of the retail distribution business of SK Networks in April 2014 and the acquisition by SK Planet of Shopkick in October 2014.2016.

The increasefollowing sets forth additional information about our segment operating expense with respect to each of our reportable segments, which do not include certain expenses that are classified as othernon-operating expenses underK-IFRS. For more information on the difference between our consolidated operating expense pursuant toK-IFRS and pursuant to IFRS as issued by the IASB, see “— Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS.”

Cellular services: The segment operating expense for our cellular services segment decreased by 3.3% to Won 11,205.8 billion in depreciation and amortization was primarily due2016 from Won 11,591.0 billion in 2015, attributable mainly to increased capital investments to upgrade our LTE network and broadband Internet fixed-line network and the increase in amortization of software.

Thea decrease in commissions paid was attributable mainlymarketing costs due to the stabilized competitive environment due to the maturity of the LTE market and the implementation of the MDDIA as well as an increase in the number of subscribers who elected to receive discounted rates in lieu of receiving handset subsidies pursuant to the MDDIA.

The following sets forth additional information about our segment operating expense with respect to each of our reportable segments, which do not include certain expenses that are classified as other non-operating expenses under K-IFRS. For more information on the difference between our consolidated operating expense pursuant toK-IFRS and pursuant to IFRS as issued by the IASB, see “ — Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS.”

Cellular services: The segment operating expense for our cellular services segment decreased by 1.6% to Won 11,591.0 billion in 2015 from Won 11,773.5 billion in 2014, primarily due to a decrease in commissions paid, which was partially offset by increases in cost of products that have been resold, labor cost and depreciation and amortization, each for the reasons described above.

 

Fixed-line telecommunication services: The segment operating expense for ourfixed-line telecommunication services segment slightly increased by 5.6% to Won 2,518.8 billion in 2016 from Won 2,386.2 billion in 2015, from Won 2,369.5 billion in 2014, primarily due to an increase in marketing costs to gain more subscribers to ourultra-high definition IPTV serviceand high speed broadband Internet services and an increase in labor costexpenses paid to obtain certain rights to media content.

E-commerce services: The segment operating expense for oure-commerce services segment increased by 28.1% to Won 1,366.5 billion in 2016 from Won 1,066.7 billion in 2015, primarily due to an increase in marketing costs relating to promotional activities for 11st, our online open marketplace, which more than offset the numberimpact of employees related to the expansionexclusion of our advanced mediaSK Planet’s former platform service business.

and T store businesses from oure-commerce services segment beginning in 2016.

 

Others: The segment operating expense for our others segment increased by 21.4%20.8% to Won 1,451.5465.0 billion in 20152016 from Won 1,195.8384.8 billion in 2014,2015, primarily due to an increase in marketing costs relating to various promotional events for 11stthe impact of the inclusion of SK Planet’s former platform and our O2O commerce solutions and an increase in labor cost due to the increaseT store businesses in the number of employees pursuant to the acquisition by SK Planet of Shopkickothers segment beginning in October 2014.

2016.

Operating Income.Profit.    Our consolidated operating incomeprofit decreased by 7.0%12.8% to Won 1,303.4 billion in 2016 from Won 1,495.4 billion in 2015, from Won 1,607.8 billion in 2014, due to the decrease in operating revenue and other income and the increase in operating expense.

The following sets forth additional information about our segment operating profit with respect to each of our reportable segments. Our segment operating incomeprofit with respect to each of our reportable segments is based onK-IFRS and the sum of segment operating incomeprofit for all threefour reportable segments differs from our consolidated operating incomeprofit presented in accordance with IFRS as issued by the IASB. For a reconciliation of operating incomeprofit presented in accordance with IFRS as issued by the IASB and operating incomeprofit presented in accordance withK-IFRS, see “— Explanatory Note Regarding Presentation of Certain Financial Information underK-IFRS.”

 

Cellular services: The segment operating incomeprofit of our cellular services segment decreasedincreased by 4.3%7.2% to Won 1,799.1 billion in 2016 from Won 1,678.3 billion in 2015, from Won 1,754.4 billion in 2014, primarily due to the greater decrease in initial subscription fees which we ceased charging beginning November 2014. As a result, the segment operating margin (which, with respect to each reportable segment, is segment operating income divided by revenue from such segment, expressed as a percentage) of our cellular services segment decreased to 12.6% in 2015 from 13.0% in 2014.

operating expense, as compared to the decrease in segment revenue, for the reasons described above. As a result, the segment operating margin (which, with respect to each reportable segment, is segment operating profit divided by revenue from such segment, expressed as a percentage) of our cellular services segment increased to 13.8% in 2016 from 12.6% in 2015.

 

Fixed-line telecommunication services: The segment operating incomeprofit of ourfixed-line telecommunication services segment increased by 34.7%22.1% to Won 132.4 billion in 2016 from Won 108.3 billion in 2015, from Won 80.4 billion in 2014, primarily due to the increase in revenue from our IPTV service despite the increase in costs to expand our advanced media platform service business. As a result, the segment operating margin of ourfixed-line telecommunication services segment increased to 5.0% in 2016 from 4.3% in 2015 from 3.3% in 2014.

2015.

 

Others:E-commerce services: The segment operating loss of our otherse-commerce services segment increased significantly to Won 78.6365.2 billion in 2016 from Won 6.7 billion in 2015, from Won 9.8 billion in 2014. As discussed above, while revenue from our commerce service and miscellaneous other revenue increased in 2015, marketing costs related to such services increased to a greater extent, leading to a greater operating loss of our others segment.

Finance Income and Finance Costs.    Our finance income decreased by 17.8% to Won 103.9 billion in 2015 from Won 126.3 billion in 2014, primarily due to a 23.5% decrease in interest income to Won 45.9 billion in 2015 from Won 60.0 billion in 2014, which was mainly due to a general decrease in interest rates, and a 77.9% decrease in gain on valuation of derivatives to Won 1.9 billion in 2015 from Won 8.7 billion in 2014. Such decreases were partially offset by a gain on valuation of financial asset at fair value through profit or loss of Won 5.2 billion in 2015 relating to profit recognized from the early redemption of certain structured bonds compared to no such gain in

2014, a 23.4% increase in dividend income to Won 16.1 billion in 2015 from Won 13.0 billion in 2014 and a 16.1% increase in gain on foreign currency transactions to Won 18.9 billion in 2015 from Won 16.3 billion in 2014.

Our finance costs decreased by 9.5% to Won 350.1 billion in 2015 from Won 386.7 billion in 2014 primarily due to an 8.1% decrease in interest expense to Won 297.7 billion in 2015 from Won 323.9 billion in 2014, which was mainly due to a general decrease in interest rates, and a 95.2% decrease in loss relating to financial liability at fair value through profit or loss to Won 0.5 billion in 2015 from Won 10.4 billion in 2014. In 2014, we recognized such loss relating to financial liability at fair value through profit or loss due to the increase in the fair value of debentures in connection with the general decrease in interest rates. Such decreases were partially offset by a significant increase in loss on settlement of derivatives to Won 4.8 billion in 2015 from Won 0.7 billion in 2014.

Gains (Losses) Related to Investments in Subsidiaries and Associates.Gains related to investments in subsidiaries and associates decreased 13.3% to Won 786.1 billion in 2015 from Won 906.3 billion in 2014, primarily due to an 8.1% decrease in share of profits of SK Hynix to Won 842.1 billion in 2015 from Won 916.5 billion in 2014. Such decrease was primarily due to the Won 88.7 billion gain recognized in connection with the dilution of equity interest in 2014 due to the conversion by noteholders of SK Hynix’s convertible bonds to SK Hynix’s common shares compared to no such gain recognized in 2015 despite the 3.1% increase in SK Hynix’s profit for the year to Won 4,323.6 billion in 2015 from Won 4,195.2 billion.

Income Tax.    Income tax expense from continuing operations increased by 14.3% to Won 519.5 billion in 2015 from Won 454.5 billion in 2014 notwithstanding a 9.7% decrease in profit before income tax to Won 2,035.4 billion in 2015 from Won 2,253.8 billion in 2014, primarily due to changes in unrealizable deferred taxes which led to an increase in income tax expense of Won 83.6 billion in 2015, mainly related to the dividend in kind made by SK Planet of SK Communication’s common shares to SK Telecom, compared to such changes which led to a decrease in income tax expense of Won 43.8 billion in 2014. Our effective tax rate in 2015 increased by 5.3%p to 25.5% in 2015 from 20.2% in 2014, primarily for the reasons set forth above.

Profit for the Year.    Principally as a result of the factors discussed above, our profit for the year decreased by 15.8% to Won 1,515.9 billion in 2015 from Won 1,799.3 billion in 2014. Profit for the year as a percentage of operating revenue and other income was 8.8% in 2015 compared to 10.4% in 2014.

2014 Compared to 2013

Operating Revenue and Other Income.    Our consolidated operating revenue and other income increased by 3.3% to Won 17,220.3 billion in 2014 from Won 16,677.0 billion in 2013, due to the following increases in operating revenue and other income.

Our consolidated operating revenue increased by 3.4% to Won 17,163.8 billion in 2014 from Won 16,602.1 billion in 2013, primarily as a result of improved revenues from our consolidated subsidiaries, including an increase in wireless device sales principally due to the acquisition by PS&Marketing of the retail distribution business of SK Networks in April 2014, strong growth of SK Planet’s commerce service businesses such as 11th Street and increased revenue from SK Broadband’s IPTV services, as well as growth in the number of new subscribers to our LTE service and increase in data usage.

Our consolidated other income decreased by 24.7% to Won 56.5 billion in 2014 from Won 74.9 billion in 2013 primarily due to a decrease in value-added tax refunds to Won 8.1 billion in 2014 from Won 10.3 billion in 2013 and other income recognized in 2013 but not in 2014marketing costs relating to one-off items such as the receipt of insurance coverage paymentspromotional activities for typhoon damage of Won 4.6 billion and gain from sale of property and equipment of Won 4.5 billion.

The following sets forth additional information about our operating revenues with respect to each of our reportable segments.

Cellular services: The revenue of our cellular services segment, which is composed of revenues from wireless service, cellular interconnection, wireless device sales and miscellaneous cellular services, increased by 1.6% to Won 13,527.9 billion in 2014 from Won 13,315.5 billion in 2013.

The increase in our cellular services revenue was principally due to increases in our wireless device sales and miscellaneous cellular services revenue, partially offset by a decrease in cellular interconnection revenue. There was no significant change in wireless service revenue between 2013 and 2014.

Wireless device sales increased by 17.9% to Won 761.6 billion in 2014 from Won 645.9 billion in 2013, primarily due to the acquisition by PS&Marketing of 190 retail stores as part of its acquisition of the retail distribution business of SK Networks in April 2014. Miscellaneous cellular services revenue increased by 14.0% to Won 938.6 billion in 2014 from Won 823.5 billion in 2013, primarily due to an increase in revenue from our Internet solutions business.

Cellular interconnection revenue decreased by 3.3% to Won 817.0 billion in 2014 from Won 845.0 billion in 2013. The decrease was primarily attributable to decreases in interconnection rates in 2014, which was partially offset by an increase in total call volume to mobile devices.

Wireless service revenue remained steady at Won 11,010.6 billion in 2014 compared to Won 11,001.1 billion in 2013. Factors that contributed to an increase in wireless service revenue in 2014 were an increase in the number of subscribers that subscribe to LTE plans, which have higher monthly rates than our other wireless service plans, as well as an increase in the number of LTE subscribers that subscribe to more expensive fixed-rate plans that feature a higher data transmission allowance (in connection with the increased availability of data-intensive wireless contents such as mobile video streaming). A factor that offset this increase and contributed to a decrease in wireless service revenue in 2014 was a decrease in initial subscription fees which we ceased charging beginning November 2014 after gradually decreasing the fee since August 2013.

Fixed-line telecommunication services: The revenue of our fixed-line telecommunication services segment, which is composed of revenues from broadband Internet service and advanced media platform service, fixed-line telephone service, international calling service, fixed-line interconnection and miscellaneous fixed-line telecommunication services, increased by 14.3% to Won 2,449.9 billion in 2014 from Won 2,324.4 billion in 2013, primarily due to an increase in revenue from our broadband Internet service and advanced media platform service and miscellaneous fixed-line telecommunications services, partially offset by decreases in revenue from fixed-line interconnection, international calling service and fixed-line telephone service.

Revenue from our broadband Internet service and advanced media platform service increased by 12.7% to Won 1,152.7 billion in 2014 from Won 1,023.2 billion in 2013, primarily attributable to an increase in the number of IPTV subscribers to 2.8 million subscribers as of December 31, 2014 from 2.1 million subscribers as of December 31, 2013. Revenue from our miscellaneous fixed-line telecommunication services increased by 6.3% to Won 660.5 billion in 2014 from Won 621.1 billion in 2013, primarily due to an increase in subscribers of SK Telink’s MVNO service.

Fixed-line interconnection revenue decreased by 27.1% to Won 57.4 billion in 2014 from Won 78.7 billion in 2013, primarily due to a decrease in residential calling volume. International calling service revenue decreased by 11.8% to Won 112.0 billion in 2014 from Won 127.0 billion in 2013, primarily due to a decrease in international calling volume. Fixed-line telephone service revenue decreased by 1.5% to Won 467.3 billion in 2014 from Won 474.4 billion in 2013, primarily due to a decrease in residential calling volume.

Others: The revenue of our others segment, which is composed of revenues from our commerce service and portal service and miscellaneous other revenue, increased by 3.4% to Won 1,186.0 billion in 2014 from Won 962.2 billion in 2013, due to increases in commerce service revenue and miscellaneous other revenue, partially offset by a decrease in portal service revenue.

Commerce service revenue increased by 22.7% to Won 911.5 billion in 2014 from Won 742.6 billion in 2013, primarily due to an increase in revenue generated by 11th Street. Miscellaneous other revenue increased by 58.2% to Won 201.6 billion in 2014 from Won 127.4 billion in 2013, primarily due to the revenue attributable to Neosnetworks and Iriver, which were acquired by SK Telecom in 2014.

Portal service revenue decreased by 20.8% to Won 73.0 billion in 2014 from Won 92.2 billion in 2013, primarily due to a decrease in advertising revenues from the portal services operated by SK Communications.

Operating Expense.    Our consolidated operating expense increased by 3.4% to Won 15,612.4 billion in 2014 from Won 15,098.6 billion in 2013, primarily due to a 29.2% increase in cost of products that have been resold to Won 1,680.1 billion in 2014 from Won 1,300.4 billion in 2013, which was attributable mainly to the acquisition by PS&Marketing of the retail distribution business of SK Networks in April 2014; a 3.5% increase in commissions paid to Won 5,692.7 billion in 2014 from Won 5,498.7 billion in 2013, which was primarily attributable to an increase in marketing expenses to acquire new LTE subscribers in the first half of 2014 amidst intensified competition among us, KT and LG U+; and a 6.3% increase in labor costs to Won 1,659.8 billion in 2014 from Won 1,561.4 billion in 2013, which was primarily due to the significant increase in the number of employees in connection with several acquisitions in 2014, including the acquisition by PS&Marketing of the retail distribution business of SK Networks in April 2014, the acquisitions by SK Telecom of Neosnetworks in April 2014 and Iriver in August 2014 and the acquisition by SK Planet of Shopkick in October 2014. Such increase was partially offset by an 8.8% decrease in other operating expenses to Won 1,592.6 billion in 2014 from Won 1,746.3 billion in 2013, which was attributable mainly to a decrease in loss on disposal of property and equipment and intangible assets to Won 33.0 billion in 2014 from Won 267.5 billion in 2013.

The following sets forth additional information about our segment operating expense with respect to each of our reportable segments, which do not include certain expenses that are classified as other non-operating expenses under K-IFRS. For more information on the difference between our consolidated operating expense pursuant toK-IFRS and pursuant to IFRS as issued by the IASB, see “ — Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS.”

Cellular services: The segment operating expense for our cellular services segment increased by 3.9% to Won 11,773.5 billion in 2014 from Won 11,329.4 billion in 2013, primarily due to increases in commissions paid, cost of products that have been resold and labor costs, each for the reasons11st described above, and an increase in depreciation and amortization expenses, which was attributable mainly to an increase in our LTE wireless network equipment and amortization of our frequency licenses.

above.

 

Fixed-line telecommunication services: The segment operating expense for our fixed-line telecommunication services segment increased by 4.4% to Won 2,369.5 billion in 2014 from Won 2,268.8 billion in 2013, primarily due to an increase in commissions paid related to IPTV contents.

Others: The segment operating expense for our others segment increased by 20.4% to Won 1,195.8 billion in 2014 from Won 992.8 billion in 2013, primarily due to an increase in marketing costs resulting from increased competition in the e-commerce market.

Operating Income.    Our consolidated operating income increased by 1.9% to Won 1,607.8 billion in 2014 from Won 1,578.4 billion in 2013, as the increase in operating revenue and other income was slightly greater than the increase in operating expense.

Our segment operating income with respect to each of our reportable segments is based on K-IFRS and the sum of segment operating income for all three reportable segments differs from our consolidated operating income presented in accordance with IFRS by IASB. For a reconciliation of operating income presented in accordance with IFRS by IASB and operating income presented in accordance with K-IFRS, see “— Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS.”

Cellular services: The segment operating income of our cellular services segment decreased by 11.7% to Won 1,754.4 billion in 2014 from Won 1,986.1 billion in 2013, primarily due to an increase in marketing expenses to acquire new LTE subscribers in the first half of 2014 amidst intensified competition among us, KT and LG U+.As a result, the segment operating margin (which, with respect to each reportable segment, is segment operating income divided by revenue from such segment, expressed as a percentage) of our cellular services segment decreased to 13.0% in 2014 from 14.9% in 2013.

Fixed-line telecommunication services: The segment operating income of our fixed-line telecommunication services segment increased by 44.6% to Won 80.4 billion in 2014 from Won 55.6 billion in 2013, due to an

increase in revenue from our broadband Internet service and advanced media platform service, which is mainly attributable to the growth in our IPTV service. Driven by strong growth in our IPTV service, the segment operating margin of our fixed-line telecommunication services segment increased to 3.3% in 2014 from 2.4% in 2013.

Others: The segment operating loss of our others segment decreased by 57.4% to Won 9.8 billion in 2014 from Won 30.6 billion in 2013. As discussed above, while our commerce service revenue increased2016 from Won 71.9 billion in 2014, intense competition2015, primarily due to the inclusion of the results of operations from SK TechX and One Store in the commerce service industry led to increased marketing costs, and thus, the profitability of our commerce service business did not improve in 2014; however, while our portal service revenue decreased in 2014, our operating expenses related to this business decreased to a greater degree such that the profitability of our commerce service business improved in 2014 resulting in the aforementioned decrease in the segment operating loss of our others segment.

segment as described above.

Finance Income and Finance Costs.    Our finance income increased by 11.4%453.5% to Won 126.3575.1 billion in 20142016 from Won 113.4103.9 billion in 2013,2015, primarily due to gain on valuation of derivatives of Won 8.7 billion in 2014 compared to no such gain in 2013; a 47.6% increase in gain on foreign currency transactions to Won 16.3 billion in 2014 from Won 11.0 billion and a 50.5%significant increase in gain on disposal oflong-term investment securities to Won 14.0459.3 billion in 20142016 from Won 9.310.8 billion in 2013 attributable primarily2015 relating to the disposalsale of equity interestsour 15.0% interest in Loen Entertainment in February 2016 and the sale of iHQ, Inc. Such increases were partially offset by an 8.5% decreaseour 1.4% interest in interest income to Won 60.0 billionPOSCO in 2014 from Won 65.6 billion in 2013, which was mainly due to a general decrease in interest rates and no gain on valuation of financial asset at fair value through profit or loss in 2014 compared to Won 5.2 billion of such gain in 2013, related to the valuation of convertible bonds of NanoEnTek in 2013, which were subsequently converted into equity in 2014. November 2016.

Our finance costs decreased by 32.3%6.7% to Won 386.7326.8 billion in 20142016 from Won 571.2350.1 billion in 20132015 primarily due to a 92.3%75.7% decrease in impairment loss relatingforavailable-for-sale financial assets to financial liability atWon 5.3 billion in 2016 from Won 21.8 billion in 2015, primarily due to an increase in the fair value through profit or lossof certain of ouravailable-for-sale financial assets, and a 2.4% decrease in interest expense to Won 10.4290.5 billion in 20142016 from Won 134.2297.7 billion in 2013 due to the valuation loss on our exchangeable bonds due to rising stock prices in 2013 and loss on redemption of debentures upon the exercise of exchange claims in 2013.2015.

Gains (Losses) Related to Investments in Subsidiaries and Associates.    Gains related to investments in subsidiaries and associates increased 28.3%decreased by 30.7% to Won 906.3544.5 billion in 20142016 from Won 706.5786.2 billion in 2013,2015, primarily due to a Won 916.5 billion gain attributable to our investment32.1% decrease in share of profits of SK Hynix to Won 572.1 billion in which we have a 20.1% interest.2016 from Won 842.1 billion in 2015.Such decrease was primarily due to the 31.5% decrease in SK Hynix’s profit for the year increased 46.0% to Won 4,195.22,960.5 billion in 20142016 from 2,872.9Won 4,323.6 billion in 2013, primarily as a result of increases in unit sales of its dynamic random-access memory and NAND products.2015.

Income Tax.    Income tax expense from continuing operations increaseddecreased by 13.4%16.1% to Won 454.5436.0 billion in 20142016 from Won 400.8519.5 billion in 2013, primarily due to2015 notwithstanding a 23.4%3.0% increase in profit before income tax to Won 2,253.82,096.1 billion in 20142016 from Won 1,827.12,035.4 billion in 2013.2015, primarily due to changes in the interpretation of certain tax regulations allowing for the use in 2016 of tax loss carryforwards incurred by SK Planet relating to its loss on disposal of shares of SK Communications. Our effective tax rate in 20142016 decreased by 1.7%p4.8% to 20.2%20.8% in 20142016 from 21.9%25.5% in 2013,2015, primarily due to an increase in unrecognized deferred tax liabilities in connection with our investments in SK Hynix and income tax refunds received as a result of our successful appeals tofor the relevant tax authorities.reasons set forth above.

Profit from Discontinued Operations.    We did not recognize any profit or loss from discontinued operations in 2014. In 2013, we recognized profit from discontinued operations of Won 183.2 billion with respect to the disposition by SK Planet of its 52.6% equity stake in Loen Entertainment for an aggregate sale price of approximately Won 265.9 billion.

Profit for the Year.    Principally as a result of the factors discussed above, our profit for the year increased by 11.8%9.5% to Won 1,799.31,660.1 billion in 20142016 from Won 1,609.51,515.9 billion in 2013.2015. Profit for the year as a percentage of operating revenue and other income was 10.4%9.7% in 20142016 compared to 9.7%8.8% in 2013.2015.

Inflation

We do not consider inflation in Korea to have 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 1.9% in 2017, 1.0% in 2016 and 0.7% in 2015, 1.3% in 2014 and 1.3% in 2013.

2015.

Item 5.B.Liquidity and Capital Resources

Liquidity

We had a working capital deficit (current liabilities in excess of current assets) of Won 96.3907.3 billion as of December 31, 20152017 and Won 337.2447.5 billion as of December 31, 2014.2016. The working capital deficitdeficits as of

December 31, 2015 was2016 and 2017 were primarily due to working capital needs in the ordinary course of business.The working capital deficit as of December 31, 2014 was primarily due to cash expenditures in 2014 used to fund SK Planet’s acquisition of Shopkick and SK Telecom’s acquisitions of Neosnetworks and Iriver.business. We plan to fund our current liabilities with the cash flow generated by our operations, proceeds from the disposal of investment securities or property and equipment that are no longer deemed profitable and proceeds from additional borrowings, as necessary.

We had cash and cash equivalents,short-term financial instruments andshort-term investment securities of Won 1,552.32,218.9 billion as of December 31, 20152017 and Won 1,427.72,081.4 billion as of December 31, 2014.2016. We had outstandingshort-term borrowings of Won 260.0130.0 billion as of December 31, 20152017 and Won 366.62.6 billion as of December 31, 2014.2016. As of December 31, 2015,2017, we had credit lines with several local banks that provided for borrowing of up to Won 490.0 billion, Won 450.0440.0 billion, of which Won 390.0 billion was available for borrowing.

Cash flows from operating activities and debt financing have been our principal sources of liquidity. We had cash and cash equivalents of Won 768.91,457.7 billion as of December 31, 20152017 and Won 834.41,505.2 billion as of December 31, 2014.2016. We believe 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 
  2015  2014  2013  2015 to 2014  2014 to 2013 
  (In billions of Won, except percentages) 

Net Cash Provided by Operating Activities

 3,778.1   3,677.4   3,558.6   100.7    2.7 118.8    3.3

Net Cash Used in Investing Activities

  (2,880.5  (3,683.2  (2,506.5  802.7    (21.8  (1,176.7  46.9  

Net Cash Used in Financing Activities

  (964.6  (559.4  (573.2  (405.2  72.4    13.8    (2.4

Effect of Exchange Rate Changes on Cash and Cash Equivalents Held in Foreign Currencies

  1.5    1.0    (0.4  0.5    49.2    1.4    N/A  

Net Increase (Decrease) in Cash and Cash Equivalents

  (67.0  (565.2  478.9    498.2    (88.2  (1,044.1  N/A  

Cash and Cash Equivalents at Beginning of Period

  834.4    1,398.6    920.1    (564.2  (40.3  478.5    52.0  

Cash and Cash Equivalents at End of Period

  768.9    834.4    1,398.6    (65.5  (7.9)%   (564.2  (40.3)% 
  Year ended December 31,  Change 
  2017  2016  2015  2017 to 2016  2016 to 2015 
  (In billions of Won, except percentages) 

Net cash provided by operating activities

  3,855.8   4,243.2   3,778.1   (387.4  (9.1)%   465.1   12.3

Net cash used in investing activities

  (3,070.6  (2,462.2  (2,880.5  (608.4  24.7   418.3   (14.5

Net cash used in financing activities

  (826.6  (1,044.8  (964.6  218.2   (20.9  (80.2  8.3 

Effect of exchange rate changes on cash and cash equivalents held in foreign currencies

  (6.2  0.2   1.5   (6.4  N.A.   (1.3  (86.7

Net increase (decrease) in cash and cash equivalents

  (41.4  736.2   (67.0  (777.6  N.A.   803.2   N.A. 

Cash and cash equivalents at beginning of period

  1,505.3   768.9   834.4   736.4   95.8   (65.5  (7.8

Cash and cash equivalents at end of period

  1,457.7   1,505.3   768.9   (47.6  (3.2  736.4   95.8 

 

N.A.= Not available

N/A = Not applicable.

Cash Flows from Operating Activities.Net cash provided by operating activities was Won 3,855.8 billion in 2017, Won 4,243.2 billion in 2016 and Won 3,778.1 billion in 2015, Won 3,677.4 billion in 2014 and Won 3,558.6 billion in 2013.2015. Profit for the year was Won 2,657.6 billion in 2017, Won 1,660.1 billion in 2016 and Won 1,515.9 billion in 2015, Won 1,799.3 billion in 2014 and Won 1,609.5 billion in 2013.2015. Net cash provided by operating activities in 2015 increased slightly2017 decreased by 2.7%9.1% from 2014.2016 primarily due to an increase in outstanding accounts receivable at theyear-end of 2017 compared to theyear-end of 2016. Net cash provided by operating activities in 20142016 increased by 3.3%12.3% from 2013,2015 primarily due to an 11.8% increase in profit for the year to Won 1,799.3 billion in 2014 from Won 1,609.5 billion in 2013.fulfillment of certainyear-end cash payment obligations on the next business day after December 31, 2016, which was not a business day.

Cash Flows from Investing Activities.Net cash used in investing activities was Won 3,070.6 billion in 2017, Won 2,462.2 billion in 2016 and Won 2,880.5 billion in 2015, Won 3,683.2 billion in 2014 and Won 2,506.5 billion in 2013.2015. Cash inflows from investing activities were Won 456.8 billion in 2017, Won 1,140.7 billion in 2016 and Won 914.5 billion in 2015,2015. Cash inflows in 2017 were primarily attributable to the collection ofshort-term loans of Won 341.4216.7 billion and proceeds from disposals of long-term investment securities of Won 129.7 billion, mostly in connection with the disposal of our shares of Kakao Corporation for Won 112.6 billion in 2014cash in April 2017. Cash inflows in 2016 were primarily attributable to proceeds from disposals oflong-term investment securities of Won 555.5 billion, mostly in connection with the disposal of our 15.0% interest in Loen Entertainment for shares of Kakao Corporation and Won 1,251.8218.0 billion in 2013.cash in February 2016 and the disposal of our 1.4% interest in POSCO for Won 305.1 billion in November 2016, collection ofshort-term loans of Won 239.0 billion and decrease inshort-term financial instruments, net of Won 222.3 billion. Cash inflows in 2015 were primarily attributable to collection ofshort-term loans of Won 398.3 billion and proceeds from disposals of investments in associates and joint ventures of Won 185.1 billion, mostly in connection with the disposal of 27,725,264 shares of KEBHana CardKEB HanaCard for Won 176.3 billion. Cash inflows in 2014 were primarily attributable to collection of short-term loans of Won 207.4 billion. Cash inflows in 2013 were primarily attributable to collection of short-term loans of Won 290.9 billion, proceeds from disposal of long-term investment securities of Won 287.8 billion, mostly in connection with the merger of SK Marketing & Co., Ltd. into SK Planet in February 2013, proceeds from disposal of a subsidiary of Won 215.9 billion, mostly attributable to the sale in July 2013 of shares of Loen Entertainment, net proceeds from the disposition of non-current assets held for sale of

Won 190.4 billion, relating to the sale of shares of SKY Property Management, and a decrease in short-term financial instruments, net of Won 186.4 billion, the proceeds of which were used to repay our outstanding debt.

Cash outflows for investing activities were Won 3,527.4 billion in 2017, Won 3,602.9 billion in 2016 and Won 3,795.0 billion in 2015, Won 4,024.6 billion in 2014 and Won 3,758.3 billion in 2013.2015. Cash outflows in 2015, 20142017, 2016 and 20132015 were primarily attributable to expenditures

related to the acquisition of property and equipment of Won 2,478.82,715.9 billion, Won 3,008.02,490.5 billion and Won 2,879.12,478.8 billion, respectively, primarily in connection with the acquisition of LTE equipment and the expansion of our LTE network.In 2015, the decrease in cash outflows for the acquisition of property, plant and equipment was partially offset by an increase in cash outflows for the acquisition of long-term investment securities to Won 312.3 billion in 2015 compared to Won 41.3 billion in 2014 and Won 22.1 billion in 2013, primarily due to the acquisition of a 2.06% equity interest in Hana Financial Group Inc.network.

Cash FlowsFlows from Financing Activities.Net cash used in financing activities was Won 826.6 billion in 2017, Won 1,044.8 billion in 2016 and Won 964.6 billion in 2015, Won 559.4 billion in 2014 and Won 573.2 billion in 2013.Cash2015.Cash inflows from financing activities were Won 1,261.8 billion in 2017, Won 861.6 billion in 2016 and Won 1,375.2 billion in 2015, Won 1,421.0 billion in 2014 and Won 1,852.2 billion in 2013.2015. Such inflows were primarily driven by the issuance of debentures, which provided cash of Won 973.3 billion in 2017, Won 776.7 billion in 2016 and Won 1,375.0 billion in 2015 Won 1,255.5 billion in 2014 and Won 1,328.7 billion in 2013, proceeds fromlong-term borrowings, which provided cash of Won 62.6120.0 billion in 20142017 and Won 105.149.0 billion in 2013, and the issuance of hybrid bonds in 2013, which provided cash2016. In 2017, we also received net proceeds from short-term borrowings of Won 398.5127.4 billion. In 2014, we had cash inflows of Won 102.9 billion due to proceeds fromshort-term borrowings.

Cash outflows for financing activities were Won 2,088.4 billion in 2017, Won 1,906.5 billion in 2016 and Won 2,339.8 billion in 2015, Won 1,980.5 billion in 2014 and Won 2,425.4 billion in 2013.2015. Cash outflows for financing activities included repayment of debentures, payment of dividends, repayments of current portionother long-term accounts payable and cash outflows from settlement of long-term debt, repayment of long-term borrowings, repaymentderivatives, among other items. Repayment of debentures acquisition of treasury stockwere Won 842.7 billion in 2017, Won 770.0 billion in 2016 and repayment of short-term borrowings, among other items.Won 620.0 billion in 2015. Payment of dividends were Won 706.1 billion in 2017, Won 706.1 billion in 2016 and Won 668.5 billion in 2015, Won 666.8 billion in 2014 and Won 655.9 billion in 2013.2015. Repayments of otherlong-term account payables were Won 305.5 billion in 2017, Won 122.7 billion in 2016 and Won 191.4 billion in 2015,2015. Cash outflows from settlement of derivatives were Won 207.8105.3 billion in 20142017, none in 2016 and Won 161.60.7 billion in 2013. Repayment of long-term borrowings were Won 21.9 billion in 2015, Won 23.3 billion in 2014 and Won 467.2 billion in 2013. Repayment of debentures were Won 620.0 billion in 2015, Won 1,039.9 billion in 2014 and Won 772.0 billion in 2013. Decrease in short-term borrowings, net accounted for Won 106.6 billion and Won 340.2 billion of cash outflows for financing activities in 2015 and 2013, respectively.2015. In 2015, we had cash outflows of Won 490.2 billion due to acquisition of treasury stock and cash outflows of Won 220.4 billion related to equity interest transactions, principally in connection with a share exchange transaction (the “Share Exchange”) in June 2015 through which we acquired all of the Share Exchange.shares of SK Broadband that we did not otherwise own in exchange for 1,692,824 of our treasury shares and cash.

As of December 31, 2015,2017, we had totallong-term debt (excluding current portion) outstanding of Won 6,560.75,808.1 billion, which included debentures in the amount of Won 6,439.15,596.6 billion and bank and institutional borrowings in the amount of Won 121.6211.5 billion.As of December 31, 2014,2016, we had totallong-term debt (excluding current portion) outstanding of Won 5,798.96,478.6 billion, which included debentures in the amount of Won 5,649.26,338.9 billion and bank and institutional borrowings in the amount of Won 149.7 billion. The increase in our long-term debt as of December 31, 2015 was primarily due to an increase in debentures issued during 2015 to acquire treasury stock. For139.7 billion.For a description of ourlong-term debt, see note 1817 of the notes to our consolidated financial statements.

As of December 31, 2015,2017, we had (i) Won 4,535.75,285.8 billion aggregate principal amount of KoreanWon-denominated debentures outstanding, of which SK Telecom issued Won 3,385.73,970.3 billion, SK Broadband issued Won 1,120.01,310 billion and PS&MarketingIriver issued Won 30.05.6 billion, and (ii) Won 2,603.91,821.4 billion aggregate principal amount of debentures outstanding denominated in foreign currencies, including U.S. dollars, Swiss Francs and Australian Dollars.dollars. The fixed interest rates of our debentures range from 1.75%1.00% to 6.63% depending on the offering size, maturity, interest rate environment at the time of the offering and currency, among other factors. Wefactors.We have a diversified maturity profile with respect to our debentures. See “— Contractual Obligations and Commitments” for more details.

As of December 31, 2015, a substantial portion2017, all of our foreign currency-denominated long-termcurrency-denominatedlong-term borrowings, which amounted to approximately 28.5%25.5% of our total outstandinglong-term debt, including the current portion and present value discount as of such date, was denominated in Dollars.However, substantially all of our revenue and operating expenses are denominated in Won. We generally pay for imported capital equipment in Dollars.

Appreciation of the Won against the Dollar will result in net foreign currency transaction and translation gains, while depreciation of the Won against the Dollar will result in net foreign currency transaction 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 foreigncurrency-denominated debt. For a description of swap or derivative transactions we have entered into, among other transactions, to mitigate the effects of such losses, see “Item 11. Quantitative and Qualitative Disclosures about Market Risk.”

Capital Requirements

Historically, capital expenditures, repayment of outstanding debt, frequency usage payments 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 and invest in new growth engines, including our three next-generation

growth platforms,businesses in IoT solutions, lifestyle enhancementmedia and advanced media. In addition, we have used funds for the acquisition of treasury shares, financing ofe-commerce and other innovative products and services offered through our subscribers’ handset purchases on installment payment plans and payment of retirement and severance benefits.platform services, including artificial intelligence solutions.

To fund our scheduled debt repayment and planned capital expenditures over the next several years, we intend to rely primarily on cash flows from operating activities, 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 2016.2018. 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 2015, 20142017, 2016 and 2013:2015:

 

  Year Ended December 31,   Year ended December 31, 
  2015   2014   2013   2017   2016   2015 
  (In billions of Won)   (In billions of Won) 

LTE Network

  1,022.7    1,357.2    1,439.4     1,131.8    1,104.0    1,022.7 

WCDMA Network

   90.0     92.3     124.2     29.0    27.7    90.0 

Fixed-line Network(1)

   393.1     399.0     403.5     790.0    699.6    559.4 

Other Network(1)(2)

   332.4     283.2     338.5     436.2    376.3    332.4 

Others(2)(3)

   640.6     876.3     573.5     328.9    282.9    474.3 
  

 

   

 

   

 

   

 

   

 

   

 

 

Total

  2,478.8    3,008.0    2,879.1     2,715.9    2,490.5    2,478.8 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

 

(1)Includes all capital expenditures made by SK Broadband.

(2)Includes investments in our CDMA, WiBro andWi-Fi networks as well as other capital expenditures related to our networks.

 

(2)(3)Includesnon-network related investments such as capital expenditures for product development and maintenance and upgrades of our information technology systems and equipment.

We set our capital expenditure budget for each upcoming year on an annual basis. Our actual capital expenditures in 2015, 20142017, 2016 and 20132015 were Won 2,478.82,715.9 billion, Won 3,008.02,490.5 billion and Won 2,879.12,478.8 billion, respectively. Of such amounts, we spent approximately 41.3%41.7%, 45.1%, 50.0%44.3% and 41.3% in 2017, 2016 and 2015, 2014, 2013, respectively, on capital expenditures related to expanding and enhancing the quality of our LTE network. Our othernon-network related capital expenditures in 2015, 20142017, 2016 and 20132015 primarily related to developing new products and maintenance and upgrades to our information technology systems.

We were required to pay the cost of our WCDMA license for 2 x 10 MHz of spectrum in the 2.1 GHz band that we acquired in May 2010 in annual installments of Won 17.5 billion each year from 2012 through 2014 after the initial payment of Won 52.6 billion in 2010. We are also required to pay license fees for the additional frequency licenses in the 800 MHz and 1.8 GHz spectrums that we acquired in 2011. The license fee for the 30 MHz bandwidth in the 800 MHz spectrum was Won 416.5 billion, of which Won 208.3 billion was paid in 2011 with the remainder paid in annual installments from 2013 through 2015. The license fee for the 20 MHz of bandwidth in the 1.8 GHz spectrum was Won 995.0 billion, of which Won 74.6 billion, Won 74.6 billion and

Won 248.8 billion was paid in 2013, 2012 and 2011, respectively, and the remainder has been waived in connection with our return of the right to use the 20 MHz bandwidth. The license fee for the 35 MHz of bandwidth in the 1.8 GHz spectrum was Won 1.08 trillion, of which Won 115.2 billion was paid in 2013, and the remainder is payable in annual installments through the end of the license period in 2021. In addition, we were reallocated 27 MHz of spectrum in the 2.3 GHz band for our WiBro service in March 2012. The license fee for such spectrum is Won 17.3 billion, of which Won 8.7 billion was paid in 2012, and the remainder is payable in annual installments from 2014 through 2016. For more information, see note 17 of the notes to our consolidated financial statements.

In addition, we have been making capital expenditures to build more advanced networks based on LTE technology. We commenced commercial LTE services in July 2011 and expanded our LTE network nationwide and launched our LTEmulti-carrier technology in 2012.We launched ourLTE-A service in June 2013, our widebandLTE-A service in September 2013 andJune 2014, our tri-band LTE-Atri-bandLTE-A service in December 2014.2014 and our five-bandLTE-A service in June 2017. For a more detailed description of our LTE network, see “Item 4.B. Business Overview — Digital Wireless Network — LTE Network.” We plan to continue to make capital investments in 20162018 to further improve and expand our LTE network and develop related technologies.technologies as well as to prepare for the commercialization of our future 5G network.

The following table sets forth our payment obligations relating to our acquisitions of frequency usage rights.

Band Technology (width)  Date of Acquisition  

Initial Payment
Amount

(in billions of Won) 

  Initial
Payment Year 
  

Annual Payment
Amount

(in billions of Won) 

  Annual
Payment Term 
 

 

800MHz

 CDMA(10M)     

 

June 2011

 

 

 

 

208.3

 

 

 

 

 

 

2011

 

 

 

 

 

 

69.4

 

 

 

 

 

 

2013-2015

 

 

 LTE(20M)         

1.8GHz

 

 LTE(35M)

 

  20M  Dec. 2011  248.8   2011   74.6   2012-2021 
   15M  Sept. 2013  115.3   2013   43.2   2014-2021 

 

2.1GHz

 LTE(20M)     Dec. 2001  650.0   2001   130.0   2007-2011 
 WCDMA(20M)     Dec. 2016  141.2   2016   85.3   2017-2021 

2.3GHz

 WiBro(27M)     March 2012  8.7   2012   2.9   2014-2016 

2.6GHz

 LTE(40M+20M)     August 2016  332.5   2016   99.8   2017-2026 

For more information, see note 16 of the notes to our consolidated financial statements.

We expect that our capital expenditure amount in 20162018 will be similar toslightly higher than that of 2015.2017. Our expenditures will be for a range of projects, including investments to improve and expand our LTE network andLTE-A services, investments to improve and expand ourWi-Fi network, investments to develop our IoT solutions and platform services business portfolio, including artificial intelligence solutions, investments in research and development of 5G technology, investments in businesses that can potentially leverage our future 5G network, and funding for mid-tomid- to long-term research and development projects, as well as other initiatives, primarily related to the development of new growth engines,businesses, as well as initiatives related to our ongoing businesses 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 20162018 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, including in connection with building out our networks on any new bandwidths we may choose to acquire in the frequency bandwidth auctionsauction expected to be held by the MSIPMSIT in 2016.June 2018. Accordingly, we periodically review the amount of our capital expenditures and may make adjustments 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. For more information regarding the frequency bandwidth auction expected to be held by the MSIT in June 2018, see “Item 4.B. Business Overview — Law and Regulation — Competition Regulation — Frequency Allocation.”

Repayment of Outstanding Debt.    As of December 31, 2015,2017, our principal repayment obligations with respect tolong-term borrowings, bonds and obligations under capital leases outstanding were as follows for the periods indicated:

 

Year Ending December 31,

  Total 
   (In billions of Won) 

2016

  964.1  

2017

   867.5  

2018

   1,606.7  

2019 and thereafter

   4,118.8  

Year Ending December 31,

  Total 
   (In billions of Won) 

2018

   1,533.0 

2019

   984.9 

2020

   978.5 

2021 and thereafter

   3,854.3 

We note that no commercial bank in Korea may extend credit (including loans, guarantees and purchase of bonds) in excess of 20.0% of its shareholders’ equity to any one borrower. In addition, no commercial bank in Korea may extend credit exceeding 25.0% of the bank’s shareholders’ equity to any one borrower and to any person with whom the borrower shares a credit risk.

Investments in New Growth Engines.Businesses.    We may also require capital for investments to support our development of new growth engines.businesses.

In April 2014, we acquired a controlling interest in Neosnetworks, a provider of residential and small business electronic security and other related alarm monitoring services, for an aggregate purchase price of approximately Won 24.0 billion. We acquired additional interests in Neosnetworks in April 2015 for Won 40.0 billion, resulting in an increase in our ownership of Neosnetworks to 83.9%. In August 2014, we acquired a 39.3% equity interest of Iriver, a manufacturer of digital audio players and other portable media devices, which we increased to 49.0% in December 2014, for an aggregate purchase price of approximately

Won 54.5 billion. We alsoIn 2017, we made capital contributions of Won 25.0 billion and as of December 31, 2017, we had a 45.9% equity interest in Iriver.

In 2014 and 2015, we acquired Won 5.0 billionan 83.9% interest in NSOK, a provider of convertible bonds issued by Iriver, which may be converted into additional equity interests of Iriver when certain conditions are met. In October 2014, SK Planet acquired a 100.0% ownership interest through

its less than wholly-owned subsidiary of Shopkick, a developer of a shopping app for mobile devices that provides benefits to customers for visiting stores, in order to penetrate the commerceresidential and small business in the United Stateselectronic security and other related alarm monitoring services, for an aggregate purchase price of Won 230.964.0 billion. In October 2016, we acquired the remaining 16.1% interest in NSOK through SK Telink.

In 2016, we acquired a 46.2% interest in SM Mobile Communications for Won 12.1 billion, which was subsequently merged into Iriver, and the assumption ofin 2017, we acquired SM Life Design for Won 18.730.0 billion, in current liabilities.

In addition, uponlight of potential synergies that may be achieved through the completion of the acquisition of a 30.0% interest in CJ HelloVision described in “Item 4. Information on the Company — Item 4.A. History and Development of the Company — Recent Developments,” we will be required to pay the share purchase price of Won 500.0 billion and may need to make additional capital expenditures in connection with the subsequent merger and integration of CJ HelloVision’s business with ours.entertainment business.

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.

Severance Payments.    The defined benefit obligation, which is the total accrued and unpaid retirement and severance benefits for our employees, as of December 31, 20152017 was Won 98.962.0 billion.This amount was reflected in our consolidated financial statements as a liability, which is net of deposits with insurance companies totaling Won 426.4663.6 billion to fund a portion of the employees’ severance indemnities.

Also see “Item 6.D. Employees — Employee Benefits” and note 2221 of the notes to our consolidated financial statements.

Dividends.    Total cash outflows for payments of dividends amounted to Won 706.1 billion in 2017, Won 706.1 billion in 2016 and Won 668.5 billion in 2015, Won 666.8 billion in 2014 and Won 655.9 billion in 2013.2015.

In April 2016,2018, we distributed annual dividends at Won 9,000 per share (exclusive of an interim dividend of Won 1,000 per share) to our shareholders for an aggregate payout amount of Won 635.5 billion.

Contractual Obligations and Commitments

The following summarizes our contractual cash obligations at December 31, 2015,2017, 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) 
  Total   Less Than
1 Year
   1-3 Years   4-5 Years   After
5 Years
   Total   Less Than
1 Year
   1-3 Years   4-5 Years   After
5 Years
 
  (In billions of Won)   (In billions of Won) 

Bonds

                    

Principal

  7,139.7    670.0    2,410.4    1,534.8    2,524.5     7,097.0    1,491.4    1,837.0    1,340.0    2,428.6 

Interest

   1,374.3     227.9     317.5     254.2     574.7     1,134.0    190.8    287.6    210.6    445.0 

Long-term borrowings

                    

Principal

   417.4     294.1     63.8     39.3     20.2     253.7    41.6    156.4    55.7     

Interest

   10.7     4.0     5.1     1.1     0.5     14.1    6.3    6.4    1.4     

Capital lease obligations

                    

Principal

   0     0                                     

Interest

                                             

Operating leases

                                             

Facility deposits

   5.5     0.4               5.1     6.5    0.6            5.9 

Derivatives

   92.5     4.9     87.6               40.3    29.0        11.3     

Other long-term payables(2)

          

Otherlong-term payables(2)

          

Principal

   709.9     120.7     235.7     235.7     117.8     1,710.2    302.9    605.7    402.6    399.0 

Interest

   69.1     19.8     29.6     16.4     3.3     71.3    5.8    37.9    16.5    11.1 

Short-term borrowings

   260.0     260.0                    130.0    130.0             
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total contractual cash obligations

  10,079.1    1,601.8    3,149.7    2,081.5    3,246.1     10,457.0    2,198.4    2,931.0    2,038.1    3,289.6 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

 

(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 frequency licenses. See note 1714 of the notes to our consolidated financial statements.

See note 37 of the notes to our consolidated financial statements for details related to our other commitments and contingencies.

Critical Accounting Policies, Estimates And Judgments

Our consolidated financial statements are prepared in accordance with IFRS.K-IFRS. The preparation of the consolidated 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 allowances for doubtful accounts, fair value measurements of financial instruments, estimated useful lives and impairment oflong-lived assets, impairment of goodwill, provisions, retirement benefit 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 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 the aging of accounts receivables at the end of the period, past customer default experience and their credit status, and economic and industrial factors. Allowance for doubtful accounts amounted to Won 344.0362.2 billion in 2015as of December 31, 2017 and Won 328.2369.3 billion in 2014.as of December 31, 2016. As there was no significant change in our assumptions and judgments including on the aging of accounts receivables, past customer default experience and credit status, and economic and industrial factors, there was no significant change in the percentage of allowance for doubtful accounts as of December 31, 20152017 compared to the prior year. If economic or specific industry trends worsen beyond our estimates, the allowances for doubtful accounts we have recorded may be materially adjusted in the future.

Fair Value Measurement of Financial Instruments

Subsequent to initial recognition,available-for-sale financial assets and derivative financial assets are stated at fair value with any gains or losses arising on remeasurement recognized in profit for the period or other comprehensive income. When measuring fair value, we use quoted prices in active markets to the extent such prices exist. The fair values of financial instruments, including derivative instruments, that are not traded in an active market are determined using valuation techniques that require management’s estimates of future cash flows and discount rates. Our management uses its judgment to select a variety of methods and makes assumptions that are mainly based on market conditions existing at the end of each reporting period. See note 42(4) of the notes to our consolidated financial statements.

Estimated Useful Lives of Long-lived Assets

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 a long-lived 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. See note 4 of the notes to our consolidated financial statements.

Impairment ofLong-lived Assets Including the Frequency Usage Rights

Long-lived assets generally consist of property, plant and equipment and intangible assets. We review our depreciation and amortization methods, estimated useful lives and residual values oflong-lived assets at the end of

each annual reporting period. An impairment loss is recognized when the asset’s recoverable amount is less than its carrying amount. The recoverable amount of along-lived asset is the greater of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating(cash-generating units). The recoverable amounts ofcash-generating units are determined based onvalue-in-use calculations, which require the use of estimates. 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 estimated recovery value.

Our intangible assets include our frequency usage rights, which have contractual lives of 6.35 to 13.110.25 years and are amortized from the date commercial service is initiated through the end of their contractual lives. Because the use of frequency usage rights 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 frequency usage rights for impairment on an annual basis. In connection with our review, we utilize the estimatedlong-term revenue and cash flow forecasts. The use of different assumptions within our cash flow model could result in different recoverable amounts for our frequency usage rights. The results of our review using the testing method described above resulted in no impairment of our frequency usage rights in 2015.See2017. See note 1716 of the notes to our consolidated financial statements.

Impairment of Goodwill

Goodwill is measured as the excess of the sum of: (1) the consideration transferred, (2) the amount of anynon-controlling interests in the acquiree and (3) the fair value of the acquirer’s previously held equity interest in the acquiree (if any), over the net fair value of theacquisition-date amounts of the identifiable assets acquired and the liabilities assumed. Goodwill is not depreciated, but tested for impairment at the end of each annual reporting period or whenever there is an indication that the asset may be impaired. Goodwill is carried at cost less accumulated impairment losses and the impairment losses are not reversed. For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known ascash-generating units. Determining whether goodwill is impaired requires an estimation of the value in use of thecash-generating units to which goodwill has been allocated. The value in use calculation requires our management to estimate the future cash flows expected related to the respectivecash-generating unit and the determination of an appropriate discount rate in order to calculate present value. See note 1615 of the notes to our consolidated financial statements.

Provisions for Handset Subsidy and Restoration

We provide handset subsidies to subscribers who purchase handsets on an installment basis. When the subscribers agree to use our services for a predetermined service period and purchase handsets on an installment basis, the subsidies are paid every month over the installment period and we estimate a provision for handset subsidies to be paid, which is recognized as commissions paid in operating expenses at the time telecommunication service contracts are made. Our provision for handset subsidies was Won 5.7 billion as of December 31, 2015 and Won 26.8 billion as of December 31, 2014.Our provision for handset subsidies has decreased as we gradually reduced the amount of handset subsidies provided to subscribers.

We estimate restoration costs required to restore leased premises on which our cell sites and switching equipment are located after termination of the leases. These restoration costs are calculated on the basis of the identified costs for the current financial year, extrapolated into the future based on management’s best estimates of future trends in prices, inflation, and other factors, and are discounted to present value at a risk-adjusted rate specifically applicable to the relevant liability. Forecasts of estimated future provisions are revised in light of future changes in business conditions or technological requirements. See note 20 of the notes to our consolidated financial statements.

Retirement Benefit Plans

We have defined retirement benefit plans. The costs of providing benefits under the plans are determined using actuarial valuation methods that require management assumptions on discount rates, expected rates of salary increases and expected rates of returns on plan assets. These assumptions involve critical uncertainties due to the long-term nature of the retirement benefit plans. Due to changing market and economic conditions, the underlying

key assumptions may differ from actual developments and may lead to significant changes in our defined retirement benefit plans. We immediately recognize all actuarial gains and losses arising from defined retirement benefit plans in retained earnings. If the estimated average discount rates by actuarial assumptions used in these valuations were increased by 0.5%, then the estimated defined benefit obligations would have decreased by Won 20.7 billion, or 3.9% in total. If the expected rates of salary increase were increased by 0.5%, then the estimated defined benefit obligations would have increased by Won 22.6 billion, or 4.3% in total. Defined benefit liabilities were Won 98.9 billion in 2015 and Won 91.6 billion in 2014. Defined benefit liabilities in 2015 increased by Won 7.8 billion compared to 2014 due to a decrease by 0.55%p of the estimated average discount rate despite a decrease by 0.18%p of the average expected rates of salary increase.See note 22 of the notes to our consolidated financial statements.

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 assessment of deferred tax assets for recoverability is a “critical accounting estimate” because (1) 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 (2) 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. As of December 31, 20152017 and 2014,2016, unused tax loss carryforwards of Won 1,034.0921.3 billion and Won 729.6755.1 billion, respectively, were not recognized as deferred tax assets because we did not believe that their realization would be probable. The increase of Won 304.4166.3 billion in unrecognized tax loss carryforwards in 20152017 compared to 20142016 was primarily related to the tax loss that arose from the Won 336.0 billion decrease in deductible temporary difference related to the dividend in kind madenet losses incurred by SK Planet of SK Communication’s common shares to SK Telecom.Planet. See note 31 of the notes to our consolidated financial statements.

 

Item 5.C.Research and Development, Patents and Licenses, etc.

We maintain a high level of spending on our research and development activity. We also donate funds to several Korean research institutes and educational organizations that focus on research and development activity. We believe that we must maintain a substantialin-house technology capability to achieve our strategic goals.

In 2015, 20142017, 2016 and 2013,2015, our annual research and development expenses were Won 322.7395.3 billion, Won 397.8344.8 billion and Won 363.7315.8 billion, respectively. Such expenses consist of research and development costs that are expensed and costs that are amortized during the respective period.

Ourrespectively.Our total research and development expenses were approximately 1.9% in 2015, 2.3% in 20142017, 2.0% in 2016 and 2.1%1.8% in 2013,2015, respectively, of operating revenue and other income.

The main focus of our research and development activity is the development of new wireless technologies and services and value-added technologies and services for our LTE network, such as wireless data communications, as

well as development of new technologies that reflect the growing convergence between telecommunications and other industries. Our research and development activity is centered at a research center withstate-of-the-art facilities and equipment established in January 1999 inBundang-gu,Seongnam-si,Gyeonggi-do, Korea. To more efficiently manage our research and development resources, our research and development center is organized into the following core areas:

 

Network Technology R&D Center, through which we research and develop5G-related technologies as well as technologies for access network, core network, broadband Internet, wireless devices and next-generation open source software;

Future Technology R&D Center, through which we research and develop technologies for human machine interface, artificial intelligence, video, big data and other business solutions;

 

Platform Technology R&D Center, through which we research and develop technologies for our IoT solutions, media and commerce and other innovative products and services offered through our platform lifestyle enhancement platform and advanced media platformservices and quantum technologies; and

 

Network IT Convergence R&D Center, through which we research and develop technologies that converge network technology and information technology in the ICT area.

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.

 

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

None.

 

Item 5.F.Tabular Disclosure of Contractual Obligations

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

 

Item 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 incorporation, our board is to consist of at least three but no more than twelve directors, more than half of whom must be independentnon-executive directors. We currently have a total of sixeight directors, fourfive of whom are independentnon-executive directors.We 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 leastone-fourth of our total issued and outstanding shares with voting rights.

As required under relevant Korean laws and our articles of incorporation, we have a committee for recommendation of independentnon-executive directors within the board of directors, the Independent Director Nomination Committee. Independentnon-executive directors are appointed from among those candidates recommended by the Independent Director Nomination 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 leasttwo-thirds of the voting shares present or represented at the meeting, and such affirmative votes also represent at leastone-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 andnon-standing directors. The business address of all of our directors is the address of our registered office at SKT-Tower, 65, Eulji-ro,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 and business experience are set forth below:

 

Name

 Date of Birth  Director
Since
  Expiration
of Term
  

Position

 

Other Principal
Directorships and
Positions

  

Business Experience

Dong Hyun Jang

  Aug. 20, 1963    2015    2018   President and Chief Executive Officer   Chief Operating Officer, SK Planet; Chief Marketing Officer, Chief Finance Officer, and Executive Vice President of Strategy and Planning Division, SK Telecom

Dae Sik Cho

  Nov. 27, 1960    2013    2019   Executive Director Chief Executive Officer, SK Holdings  Chief Finance Officer, Head of Finance Division and Risk Management & Corporate Auditing Office, SK Holdings; Head of Business Management Office, SK Holdings

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

Name

 Date of Birth  Director
Since
  Expiration
of Term
  

Position

 

Other Positions

  

Business Experience

Dae Shick Oh

  Nov. 28, 1954    2013    2019   Independent Non-executive Director Advisor, Bae, Kim & Lee LLC  Outside Director, CJ Corporation, Head of Seoul Regional Tax Office; Head of Investigation Department, Korea National Tax Service

Jay Young Chung

  Oct. 15, 1944    2011    2017   Independent Non-executive Director Honorary Professor, Sung Kyun Kwan University  Chief, Asia-Pacific Economic Association; Vice President, Sung Kyun Kwan University; Independent Non-executive Director, POSCO

Jae Hoon Lee

  Sep. 26, 1955    2014    2017   Independent Non-executive Director President, Association of Future Strategy Forum on Energy & Resources Development  Vice Minister, Ministry of Knowledge Economy; Vice Minister, Ministry of Commerce, Industry and Energy; Assistant Minister, Ministry of Commerce, Industry and Energy

Jae Hyeon Ahn

  Feb. 2, 1961    2014    2017   Independent Non-executive Director Vice President, College of Business, KAIST  Dean, College of Information and Media Management, KAIST; President, Korea Media Management Association; Senior Technical Staff Member, AT&T Bell Labs

Name

 Date of Birth   Director
Since
   Expiration
of Term
   

Position

  

Other Positions

  

Business Experience

Jung Ho Park

  May 27, 1963    2017    2020   Executive Director  President and Chief Executive Officer  Chief Executive Officer, SK Holdings; Head of Corporate Development Office, SK C&C Co., Ltd.; Head of Business Development Office, SK Telecom

Young Sang Ryu

  May 15, 1970    2018    2021   Executive Director  Head of Corporate Center  Executive Vice President of Business Development Group, SK Holdings; Senior Vice President of Business Development Office, SK Telecom

Our currentnon-standing directors are as set forth below:

Name

 Date of Birth   Director
Since
   Expiration
of Term
  

Position

 

Other Positions

  

Business Experience

Dae Sik Cho

  Nov. 27, 1960    2017    2020  Non-executive Director Chairman, SK SUPEX Council  Chief Executive Officer, SK Holdings; Chief Finance Officer, Head of Finance Division and Risk Management & Corporate Auditing Office, SK Holdings; Head of Business Management, SK Holdings

Dae Shick Oh

  Nov. 28, 1954    2013    2019  IndependentNon-executive Director Advisor, Bae, Kim & Lee LLC  Outside Director, CJ Corporation, Head of Seoul Regional Tax Office; Head of Investigation Department, Korea National Tax Service

Name

 Date of Birth   Director
Since
   Expiration
of Term
  

Position

 

Other Positions

  

Business Experience

Jae Hoon Lee

  Sep. 26, 1955    2017    2020  IndependentNon-executive Director President, Association of Future Strategy Forum on Energy & Resources Development  Vice Minister, Ministry of Knowledge Economy; Vice Minister, Ministry of Commerce, Industry and Energy; Assistant Minister, Ministry of Commerce, Industry and Energy

Jae Hyeon Ahn

  Feb. 2, 1961    2017    2020  IndependentNon-executive Director Professor, Advanced Innovative Management Program, KAIST  Vice President, College of Business, KAIST; Dean, College of Information and Media Management, KAIST; Dean, College of Information and Media Management Association; Senior Technical Staff Member, AT&T Bell Labs

Jung Ho Ahn

  Feb. 11, 1978    2017    2020  IndependentNon-executive Director Associate Professor, Graduate School of Convergence Science and Technology, Seoul National University  Visiting Scholar, Google Inc.; Senior Research Scientist, Exascale Computing Lab, HP Labs

Youngmin Yoon

  Dec. 19, 1963    2018    2021  IndependentNon-executive Director Dean of School of Media and Communications and Graduate School of Journalism and Mass Communication, Korea University  Professor, School of Media & Communication, Korea University; Vice-chair, Korean Academic Society for Public Relations; Advisor, Ministry of Land, Infrastructure and Transport Public Relations Division; Advisor, Korea Media Rating Board

 

Item 6.B.Compensation

The aggregate of the remuneration paid andin-kind benefits granted to the directors (all standing directors, who also serve as our executive officers, andnon-standing directors) during the year ended December 31, 20152017 totaled approximately Won 2.62.2 billion.This amount included Won 163 million in salary and Won 553 million in bonus paid to our former director and President and Chief Executive Officer, Mr. Sung Min Ha, who has since resigned, and Won 82 million in salary and Won 441 million in bonus paid to our former director and Head of our Corporate Vision Department, Mr. Dong Seob Jee, who has since resigned.

Remuneration for the directors is determined by shareholder resolution. 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 resolution. 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 incorporation, certain of our directors and officers were granted options to purchase our common shares, which have all expired without being exercised. Since 2003, noneOn March 24, 2017, pursuant to resolutions of the shareholders, and in accordance with our directorsarticles of incorporation, Mr. Jung Ho Park, our President and officers have been Chief Executive Officer, was

granted options to purchase 66,504 shares of our common shares.stock. On February 20, 2018, our board of directors resolved to grant options to certain executive officers, which was approved by shareholder resolution on March 21, 2018, as set forth in the table below. The following table summarizes the exercisable stock options granted as of the date of this annual report:

Recipient

 

Position

 

Exercise period

 Exercise price
(per share)
  Number of
shares issuable
 
  

From

 

To

  

Jung Ho Park

 Executive Director, President and Chief Executive Officer March 25, 2019 March 24, 2022  246,750   22,168 
  March 25, 2020 March 24, 2023  266,490   22,168 
  March 25, 2021 March 24, 2024  287,810   22,168 

Sung Won Suh

 Head of MNO Business February 21, 2020 February 20, 2023  254,120   2,755 

Sang Ho Lee

 Head of Service Platform Business February 21, 2020 February 20, 2023  254,120   1,594 

Young Sang Ryu

 Head of Corporate Center February 21, 2020 February 20, 2023  254,120   1,358 

 

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 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 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 independentnon-executive directors in accordance with applicable rules. The members of the audit committee are appointed annually by a resolution of the general meeting of shareholders. 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 FSC and the KRX KOSPI Market.

Our audit committee is composed of threefour independentnon-executive directors: Dae Shick Oh, Jae Hoon Lee, and Jae Hyeon Ahn, and Youngmin Yoon, each of whom is financially literate and independent under the rules of the NYSE as applicable. The board of directors has determined that Dae Shick Oh is an “audit committee financial expert” as defined under the applicable rules of the SEC. See “Item 16A. Audit Committee Financial Expert.”

Independent Director Nomination Committee

This committee is devoted to recommending independentnon-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 one executive director, Dong Hyun Jang,Jung Ho Park, and two independent directors, Jae Hoon Lee and Jae Hyeon Ahn.

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 fourone executive director, Young Sang Ryu, and five independent directors, Jae Hoon Lee, Jay Young Chung, Dae Shick Oh, and Jae Hyeon Ahn.Ahn, Jung Ho Ahn and Youngmin Yoon.

Compensation Review Committee

This committee oversees our overall compensation scheme fortop-level executives and directors. It is responsible for reviewing both the criteria for and level of compensation. It is comprised of three independent directors, Jay Young Chung,Jae Hoon Lee, Dae Shick Oh and Jae Hoon Lee.Jung Ho Ahn.

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 three independent directors, Jae Hyeon Ahn, Jay Young ChungJung Ho Ahn and Dae Shick Oh.Youngmin Yoon.

 

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
Employees
   Temporary
Employees
   Total 

December 31, 2013

   21,546     2,243     23,789  

December 31, 2014

   24,404     1,285     25,689  

December 31, 2015

   24,479     1,513     25,992  
   Regular
Employees
   Temporary
Employees
   Total 

December 31, 2015

   24,479    1,513    25,992 

December 31, 2016

   24,569    1,275    25,844 

December 31, 2017

   29,450    1,158    30,608 

Labor Relations

As of December 31, 2015,2017, SK Telecom had a company union consisting of 1,9682,257 regular employees out of 3,8924,495 total regular employees. Weemployees.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 atwo-year duration, which is focused on employee benefits and welfare. Employee wages are separately negotiated on an annual basis. Our wage negotiations for 2013 were completed in October 2013 and resulted in an average wage increase of 1.5% for SK Telecom employees. Our wage negotiations for 2014 were completed in May 2014 and resulted in no change to the average wage of SK Telecom employees. Our wage negotiations for 2015 were completed in November 2015 and resulted in an average monthly wage increase of Won 80,000 for SK Telecom employees.Our wage negotiations for 2016 were completed in September 2016 and resulted in no change to the average monthly wage of SK Telecom employees.Our wage negotiations for 2017 were completed in November 2017 and resulted in an average monthly wage increase of 3% for SK Telecom employees. Our wage negotiations for 2018 have not commenced yet. We consider our relations with our employees to be good.

Employee 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 we subsidize the employee stock ownership association through the Employee Welfare Fund by providing low interest rate loans to employees who desire to purchase our stock through the plan in the event of a capitalization by the association.

We are required to pay a severance amount to eligible employees who voluntarily or involuntarily cease employment with 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, 2015,2017, the defined benefit obligation, which is the accrued and unpaid retirement and severance benefits, of Won 525.3679.6 billion for all of our employees are reflected in our consolidated financial statements as a liability, of which a total of Won 426.4663.6 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.lower, this agreement provides for a guarantee of the same wage level for the year that such an event occurs.

Under the Basic Labor Welfare Act, we may also contribute up to 5.0% of our annual earnings before tax for employee welfare. Contribution amounts are determined annually following negotiation with the union. The contribution amount for 2017 was set at 2.49% of SK Telecom’s profit before income tax on a separate basis, or Won 40.0 billion. The contribution amount for 2016 was set at 2.24% of SK Telecom’s profit before income tax on a separate basis, or Won 35.0 billion. The contribution amount for 2015 was set at 2.04% of SK Telecom’s profit before income tax on a separate basis, or Won 30.0 billion. The contribution amount for 2014 was set at 1.51% of SK Telecom’s profit before income tax on a separate basis, or Won 20.0 billion. The contribution amount for 2013 was set at 1.64% of SK Telecom’s profit before income tax on a separate basis, or Won 20.0 billion.

In addition, we provide our employees with miscellaneous other fringe benefits including housing loans, free medical examinations, subsidized on-site child care facilitiescost subsidies, family camp programs and sabbatical programs for long-term employees.

 

Item 6.E.Share Ownership

The following table sets forth the share ownership by our standing andnon-standing directors as of March 31, 2016:2018:

 

Name

  

Position

  Number of
Shares
Owned
   Percentage of
Total Shares
Outstanding
 Special
Voting
Rights
   Options   

Position

  Number of
Shares
Owned
   Percentage of
Total Shares
Outstanding
 

Special
Voting
Rights

  

Options

Standing Directors:

         

Dong Hyun Jang

  President & Chief Executive Officer   251     0.0  None     None  

Standing Director:

         

Jung Ho Park

  President & Chief Executive Officer   1,000    0.0 None  66,504

Young Sang Ryu

  Chief Financial Officer   0    0  None  1,358

Non-Standing Directors:

         

Dae Sik Cho

  Executive Director   0     0    None     None    Non-executive Director   0    0  None  None

Non-Standing Directors:

         

Dae Shick Oh

  IndependentNon-executive Director   0     0    None     None    IndependentNon-executive Director   0    0  None  None

Jay Young Chung

  IndependentNon-executive Director   0     0    None     None  

Jae Hoon Lee

  IndependentNon-executive Director   0     0    None     None    IndependentNon-executive Director   0    0  None  None

Jae Hyeon Ahn

  IndependentNon-executive Director   0     0    None     None    IndependentNon-executive Director   0    0  None  None

Jung Ho Ahn

  IndependentNon-executive Director   0    0  None  None

Youngmin Yoon

  IndependentNon-executive Director   0    0  None  None

 

Item 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

 

Item 7.A.Major Shareholders

As of the close of our shareholders’ registry on December 31, 2015,2017, approximately 60.62%58.6% of our issued shares were held in Korea by approximately 61,372 shareholders. According53,935 shareholders.According to Citibank, N.A. (“Citibank”), depositary for our ADRs, as of December 31, 2015,2017, there were 34,173 U.S.at least 33,186 record holders of our ADRs evidencing ADSs resident in the United States to the best of Citibank’s knowledge, and 9,245,1418,899,423 shares of our common stock were held in the form of ADSs. AsADSs.As of such date, outstanding ADSs represented approximately 13.1%11.0% of our outstanding common shares.

The following table sets forth certain information as of MarchDecember 31, 20162017 with respect to any person known to us to be the beneficial owner of more than 5.0% of our common shares and with respect to the total amount of such shares owned by our officers and directors, as a group:

 

Shareholder/Category

  Number of
Shares
   Percentage
Total Shares
Issued
 Percentage
Total Shares
Outstanding
   Number of
Shares
   Percentage
Total Shares
Issued
 Percentage
Total Shares
Outstanding
 

Domestic Shareholders

          

SK Holdings

   20,363,452     25.22  28.84   20,363,452    25.22 28.84

Treasury shares(1)

   10,136,551     12.55    14.36  

Treasury shares(1)

   10,136,551    12.55    

Officers and Directors

   251     0.00         1,000    0.00  0.00 

National Pension Service

   7,392,350    9.16  10.47 

Other Domestic Shareholders

   17,740,302     21.97    25.12     9,401,926    11.64  13.32 

Foreign Shareholders(2)

     

Foreign Shareholders(2)

     

Shareholders holding ADRs

   9,259,552     11.47    13.11     8,899,423    11.02  12.60 

Shareholders holding common stock

   23,245,603     28.79    32.92     24,551,009    30.41  34.77 
  

 

   

 

  

 

 

Total Issued Shares

   80,745,711     100       80,745,711    100   

Total Outstanding Shares(3)

   70,609,160         100
  

 

   

 

  

 

 

Total Outstanding Shares(3)

   70,609,160      100
  

 

   

 

  

 

 

 

 

(1)Treasury shares do not have any voting rights. Pursuant to the Share Exchange in June 2015, we exchanged 1,692,824 treasury shares for the common shares of SK Broadband. In the fourth quarter of 2015, we acquired 2,020,000 treasury shares on the market through a sharebuy-back program.

 

(2)Based on the data collected by the KRX KOSPI Market under the Foreign Exchange Transaction Laws.

 

(3)Represents total issued shares excluding treasury shares.

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,   As of December 31, 

Shareholder

  2015 2014 2013   2017 2016 2015 
  

(As a percentage of total

issued shares)(1)

   (As a percentage of total
issued shares)(1)
 

SK Group(2)

   25.22  25.22  25.22

SK Group(2)

   25.22 25.22 25.22

SK Holdings

   25.22    25.22    25.22     25.22  25.22  25.22 

National Pension Service

   8.62    7.09    5.90     9.16  8.87  8.62 

 

 

(1)Includes 10,136,551 9,809,375 and 9,809,375 shares held in treasury as of December 31, 2015, 20142017, 2016 and 2013,2015, respectively. Pursuant to the Share Exchange in June 2015, we exchanged 1,692,824 treasury shares for the common shares of SK Broadband. In the fourth quarter of 2015, we acquired 2,020,000 treasury shares on the market through a sharebuy-back program.

 

(2)SK Group’s ownership interest as of December 31, 2015, 20142017, 2016 and 20132015 consisted of the ownership interest of SK Holdings only.

Except as described above, other than companies in the SK Group, 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, 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. Ownership of all our shares held by SK Corporation immediately preceding the reorganization passed to SK Holdings as of July 1, 2007. On August 1, 2015, SK Holdings merged with and into SK C&C and the merged entity was renamed SK Holdings.

As of March 31, 2016,2018, SK Holdings held 25.22% of our shares of common stock. For a description of our foreign ownership limitation, see “Item 3.D. Risk Factors — Risks Relating to Securities — If SK Holdings causes us to breach the foreign ownership limitations on our common shares, we may experience a change of control” and “Item 4.B. 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.

As of March 31, 2016,2018, the total number of our common shares outstanding was 70,609,160.

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

We are part of the SK Group of affiliated companies. See “Item 7.A. Major Shareholders.” As disclosed in note 36 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, 2015.2017.

SK Networks

In September 2009, we acquired the leased-line business and related ancillary businesses from SK Networks for Won 892.8 billion and assumed Won 611.4 billion of debt as part of the transaction. Prior to such acquisition, KT 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 — Cellular Services — Network Infrastructure.” In addition, PS&Marketing acquired the retail distribution business of SK Networks in April 2014.

As of December 31, 2015,2017, we had Won 1.63.1 billion of accounts receivable from SK Networks. As of the same date, we had Won 208.3267.3 billion of accounts payable to SK Networks, mainly relating to payments for wireless devices by PS&M. The&Marketing.The aggregate fees we paid to SK Networks for dealer commissions amounted to Won 1,220.3 billion in 2017, Won 1,131.6 billion in 2016 and Won 1,258.0 billion Won 1,509.0 billion and Won 1,463.3 billion in 2015, 2014 and 2013.2015.

SK Holdings

We enter into agreements with SK Holdings from time to time for specific information technology-related projects. The aggregate fees we paid to SK Holdings for information technology services amounted to Won 397.0 billion in 2017, Won 449.2 billion in 2016 and Won 324.1 billion in 2015, Won 360.8 billion in 2014 and Won 357.9 billion in 2013.2015. We also purchase various information technology-related equipment from SK Holdings from time to time. The total amount of such purchases was Won 283.6 billion in 2017, Won 235.5 billion in 2016 and Won 236.4 billion in 2015, Won 168.8 billion in 2014 and Won 206.3 billion in 2013. We2015.We are a party to several service agreements with SK Holdings relating to the development and maintenance of our information technologies systems. We also pay SK Holdings for use of the SK brand.

SK TNS

SK TNS Co., Ltd. (“SK TNS”) provides us with network construction and maintenance services and related equipment. The total amount of network equipment purchased from SK TNS was Won 494.6 billion in 2017 and Won 387.5 billion in 2016. As of December 31, 2017, we had Won 140.3 billion of accounts payable to SK TNS, mainly relating to payments for such services and equipment.

 

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 pagesF-1 through G-71.G-77.

Legal Proceedings

FTC Proceedings

In March 2012, the FTC fined us Won 21.9 billionfor allegedly colluding with KT, LG U+, Samsung Electronics, LG Electronics and Pantech (which were also assessed separate fines) to inflate the prices of handsets

while advertising that the handsets are offered at a discount through subsidy plans. We paid such fine in September 2012 and filed an appeal at the Seoul High Court, which ruled against us in October 2014. We appealed the decision to the Supreme Court of Korea, where the case is currently pending.

In July 2012, the FTC fined us Won 25.0 billion for alleged violation of Article 23 of the Fair Trade Act relating to the payment of system management and operation fees. We paid such fine in November 2012 and filed an appeal at the Seoul High Court, which ruled in favor of us in May 2014. The FTC appealed the decision to the Supreme Court of Korea, which ruled in favor of us in March 2016.

KCC and MSIP Proceedings

Prior to the implementation of the MDDIA, the KCC and the MSIP imposed suspensions on acquiring new subscribers and fines on us for providing subsidies to subscribers which were not universally available. In 2013,On March 12, 2015, the KCC imposed finesa fine of Won 934 million on us of Won 96.3 billion in aggregate. In 2014,and issued a correctional order for violating the KCC and the MSIP suspended us from acquiring new subscribersMDDIA with respect to our compensation programs for an aggregate of 52 days and imposed fines on us of Won 54.6 billion in aggregate.

used handsets. On March 26, 2015, the KCC imposed a fine of Won 23.5 billion on us and imposed a suspension on acquiring new subscribers for a period of seven days for providing subsidies to subscribers in excess of the amounts permitted under the MDDIA. We suspended acquisition of new customers during the period from October 1, 2015 to October 7, 2015. On May 13, 2015, the KCC imposed a fine of Won 3.6 billion on us and issued a correctional order for violating its obligations to protect personal information. We paid such fine in July 2015 and reported to the KCC on the implementation of actions pursuant to the correctional order in September 2015. On May 28, 2015 and December 10, 2015, the KCC imposed a fine of Won 350 million and Won 560 million, respectively, on us and issued a correctional order for misleading and exaggerated advertisement of bundled wireless and fixed-line telecommunications products.

On January 14, 2016, the KCC imposed a fine of Won 15 million on us and issued a correctional order for failure to comply with the retention period for our subscribers’ personal information.

KT Interconnection Fee Litigation

In On December 2010, we filed6, 2016, the KCC imposed a lawsuit in the Seoul Central District Court against KT alleging that they paid us lower interconnection fees for intentionally bypassing our WCDMA spectrum and using our CDMA network rather than our WCDMA network. In response, KT filed a counterclaim against us, alleging that we failed to respond to their request for information and that we intentionally delayed the interconnection for calls from fixed-line KT users to our wireless subscribers and seeking damagesfine of Won 33.7 billion. In September 2012,3.75 billion on us for unfair marketing practices in connection with our bundled wireless and fixed-line telecommunications services. On December 21, 2016, the Seoul Central District Court dismissed our lawsuit against KTKCC imposed fines of Won 100 million and renderedWon 30 million on us for engaging in certain prohibited sales activities and violating certain subscriber location data protection regulations, respectively.

On March 21, 2017, the KCC imposed a judgment that accepted KT’s claimsfine of Won 794 million on us for providing subsidies to foreign subscribers in part. We filedexcess of the amounts permitted under the MDDIA. On December 6, 2017, the KCC issued a correctional order relating to restrictions on cancelling broadband Internet and bundled service subscriptions. On January 24, 2018, the KCC imposed an appeal ataggregate fine of Won 21.4 billion on us for providing discriminatory subsidies in violation of the Seoul High Court in October 2012,MDDIA.

With respect to the correctional orders issued by the KCC set forth above, we have implemented remedial measures pursuant to such correctional orders and in January 2014,reported to the Seoul High Court overturnedKCC on the District Court’s decision and rendered a judgment that accepted our claims in part. We and KT each filed an appeal at the Supreme Courtimplementation of Korea in February 2014.such measures.

SK Communications Litigation

In July 2011, there was a leak of personal information of subscribers of NATE and Cyworld websites operated by SK Communications, our consolidated subsidiary. Various lawsuits have beenwere filed against SK Communications alleging that the leak was caused by its poor management of subscribers’ personal information. With respect to three of the eight lawsuits for which final judgments have been rendered, the relevant courts have rendered judgments in favor of SK Communications. As of DecemberMarch 31, 2015, twelve2018, five of the lawsuits, seeking damages of approximately Won 0.8 billion12.6 million in aggregate, were pending at various district courts, various highappellate courts and the Supreme Court of Korea.

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 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 Association — Description of American Depositary Shares” and “Item 10.D. Exchange Controls — Korean Foreign Exchange Controls and Securities Regulations.”

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 years indicated. The dividends set out for each of the years below were paid in the immediately following year.

 

Year Ended December 31,

  Dividend
per Share
   Total Amount
of Dividends
   Number of
Shares Entitled
to Dividend
 
   (In Won)   (In billions of Won)     

2011

   9,400     656.5     69,694,999(1) 

2012

   9,400     655.1     69,694,999  

2013

   9,400     666.4     70,936,336  

2014

   9,400     666.8     70,936,336  

2015

   10,000     708.1     70,609,160(2) 

Year Ended December 31,

  Dividend
per Share
   Total Amount of
Dividends
   Number of
Shares Entitled
to Dividend
 
   (In Won)   (In billions of Won)     

2013

  9,400   666.4    70,936,336 

2014

   9,400    666.8    70,936,336 

2015

   10,000    708.1    70,609,160(1) 

2016

   10,000    706.1    70,609,160 

2017

   10,000    706.1    70,609,160 

 

(1)The number of shares entitled to the interim dividend was 71,094,999.

(2)The number of shares entitled to the interim dividend was 72,629,160.

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. Our common shares represented by the ADSs have the same dividend rights as other outstanding common shares.

Holders ofnon-voting shares are entitled to receive dividends in priority to the holders of common shares. The dividend on thenon-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 fornon-voting shares, the holders ofnon-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 ofnon-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 nonon-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. Dividends in shares may not exceedone-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 anon-consolidated basis, over the sum of (1) our stated capital, (2) the total amount of our capital surplus reserve, (3) legal reserve accumulated up to the end of the relevant dividend period and (4) the increase in our net asset value resulting from the evaluation of our assets and liabilities that has not been offset against unrealized losses. In addition, we may not pay an annual dividend unless we have set aside as a legal reserve an amount equal to at least 10.0% of the cash portion of the annual dividend or until we have accumulated a legal reserve of not less thanone-half of our stated capital. 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 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 July 2014, we distributed such interim dividends at Won 1,000 per share to our shareholders for a total amount of approximately Won 71.0 billion.

Under the Korean Commercial Code, 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 fornon-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.

 

Item 9.C.Markets

The principal trading market for our common shares is the KRX KOSPI Market. As of March 31, 2016,2018, 70,609,160 shares of our common stock were outstanding.

The ADSs are traded on the NYSE and the London Stock Exchange. The ADSs have been issued by the ADR depositary and are traded on the NYSE under the ticker symbol “SKM”. Each ADS representsone-ninth of one share of our common stock. As of March 31, 2016,2018, ADSs representing 9,259,5528,804,190 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 our common shares on the KRX KOSPI Market since January 1, 2011:2013:

 

  Prices   Average  Daily
Trading

Volume
   Prices   Average Daily
Trading

Volume
 

Calendar Year

  High(1)   Low(1)   Close     High(1)   Low(1)   Close   
  (Won per shares)   (Number of shares)   (Won per shares)   (Number of shares) 

2011

   172,500     131,000     141,500     214,788  

First Quarter

   172,500     156,000     163,500     124,796  

Second Quarter

   169,000     152,500     161,500     160,839  

Third Quarter

   161,500     131,000     149,500     324,018  

Fourth Quarter

   165,000     141,500     141,500     249,500  

2012

   161,000     120,500     152,500     216,031  

First Quarter

   146,000     134,500     139,500     193,924  

Second Quarter

   142,500     120,500     125,000     284,712  

Third Quarter

   153,000     125,000     147,000     208,276  

Fourth Quarter

   161,000     145,500     152,500     177,955  

2013

   238,500     150,000     230,000     212,769     238,500    150,000    230,000    212,769 

First Quarter

   185,500     150,000     180,500     234,684     185,500    150,000    180,500    234,684 

Second Quarter

   225,500     172,000     210,000     245,151     225,500    172,000    210,000    245,151 

Third Quarter

   226,500     202,000     218,500     175,670     226,500    202,000    218,500    175,670 

Fourth Quarter

   238,500     211,500     230,000     195,925     238,500    211,500    230,000    195,925 

2014

   298,500     196,500     268,000     170,709     298,500    196,500    268,000    170,709 

First Quarter

   229,000     196,500     215,500     184,185     229,000    196,500    215,500    184,185 

Second Quarter

   243,500     198,000     236,500     180,743     243,500    198,000    236,500    180,743 

Third Quarter

   298,500     236,000     290,000     152,740     298,500    236,000    290,000    152,740 

Fourth Quarter

   298,500     259,000     268,000     165,710     298,500    259,000    268,000    165,710 

2015

   301,500     214,000     215,500     185,999     301,000    215,000    215,500    185,999 

First Quarter

   301,500     261,500     272,500     151,786     301,000    264,000    272,500    151,786 

Second Quarter

   293,500     236,500     250,000     209,931     293,500    240,500    250,000    209,931 

Third Quarter

   263,000     236,000     263,000     185,542     263,000    237,000    263,000    185,542 

Fourth Quarter

   267,000     214,000     215,500     195,488     261,500    215,000    215,500    195,488 

2016 (through April 22)

   234,000     191,500     201,500     199,721  

2016

   233,500    193,000    224,000    157,834 

First Quarter

   233,500    193,000    208,500    212,966 

Second Quarter

   222,000    201,500    215,500    152,755 

Third Quarter

   232,000    214,500    226,000    120,700 

Fourth Quarter

   232,500    216,000    224,000    146,790 

2017

   283,000    218,000    267,000    172,987 

First Quarter

   262,500    218,000    252,000    170,277 

Second Quarter

   266,000    235,500    266,000    199,148 

Third Quarter

   283,500    242,000    255,000    160,091 

Fourth Quarter

   278,000    250,500    267,000    162,875 

October

   271,500    257,500    264,000    161,370 

November

   266,000    250,500    264,000    151,552 

December

   278,000    265,000    267,000    177,252 

2018 (through April 25)

   280,000    222,000    226,500    179,421 

First Quarter

   234,000     191,500     208,500     212,966     280,000    226,500    233,500    177,266 

January

   216,000     191,500     209,000     217,493     280,000    259,500    265,500    178,936 

February

   233,500     199,500     233,500     253,416     262,000    239,500    240,000    169,110 

March

   234,000     206,000     208,500     175,756     239,500    226,500    233,500    182,507 

Second Quarter (through April 22)

   212,000     201,000     201,500     146,741  

April (through April 22)

   212,000     201,000     201,500     146,741  

Second Quarter (through April 25)

   237,000    222,000    226,500    186,725 

April (through April 25)

   237,000    222,000    226,500    186,725 

 

Source:Source: 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 NYSE since January 1, 2011:2013:

 

  Prices   Average  Daily
Trading

Volume
   Prices   Average Daily
Trading

Volume
 

Calendar Year

  High   Low   Close     High(1)   Low(1)   Close   
  (US$ per ADS)   (Number of ADSs)   (US$ per ADS)   (Number of ADS) 

2011

   19.80     13.47     13.61     1,866,528  

First Quarter

   18.81     16.83     18.81     1,639,731  

Second Quarter

   19.80     17.36     18.70     1,640,469  

Third Quarter

   18.77     13.47     14.07     2,125,730  

Fourth Quarter

   15.89     13.49     13.61     2,060,180  

2012

   16.48     11.14     15.83     1,758,414  

First Quarter

   14.60     12.90     13.91     1,644,366  

Second Quarter

   14.13     11.14     12.10     2,135,473  

Third Quarter

   15.06     12.23     14.54     1,836,959  

Fourth Quarter

   16.48     14.48     15.83     1,409,508  

2013

   25.16     15.69     24.62     1,407,958     25.16    15.69    24.62    1,407,958 

First Quarter

   18.69     15.69     17.87     1,884,190     18.69    15.69    17.87    1,884,190 

Second Quarter

   22.37     17.05     20.33     1,724,433     22.37    17.05    20.33    1,724,433 

Third Quarter

   22.70     19.47     22.70     848,082     22.70    19.47    22.70    848,082 

Fourth Quarter

   25.16     22.16     24.62     1,204,890     25.16    22.16    24.62    1,204,890 

2014

   31.75     20.76     27.01     905,341     31.75    20.76    27.01    905,341 

First Quarter

   24.07     20.76     22.57     952,847     24.07    20.76    22.57    952,847 

Second Quarter

   26.50     20.76     25.94     908,195     26.50    20.76    25.94    903,143 

Third Quarter

   31.75     25.54     30.34     963,636     31.75    25.54    30.34    963,636 

Fourth Quarter

   30.62     27.01     27.01     803,932     30.62    27.01    27.01    803,932 

2015

   30.07     20.15     20.15     600,919     30.07    20.15    20.15    598,527 

First Quarter

   29.76     26.22     27.21     787,402     29.76    26.22    27.21    787,402 

Second Quarter

   30.07     23.96     24.79     598,632     30.07    23.96    24.79    598,632 

Third Quarter

   25.22     22.08     24.40     515,965     25.22    22.08    24.40    510,694 

Fourth Quarter

   25.49     20.15     20.15     508,946     25.49    20.15    20.15    506,235 

2016 (through April 22)

   20.98     17.89     19.39     739,569  

2016

   23.17    17.89    20.90    621,501 

First Quarter

   20.98    17.89    20.17    674,708 

Second Quarter

   21.08    19.27    20.92    745,167 

Third Quarter

   23.17    20.48    22.60    485,527 

Fourth Quarter

   22.60    20.71    20.90    582,486 

2017

   28.65    20.64    27.91    546,992 

First Quarter

   25.85    20.64    25.18    658,687 

Second Quarter

   25.89    23.14    25.67    481,912 

Third Quarter

   27.88    23.57    24.59    583,505 

Fourth Quarter

   28.65    24.64    27.91    463,863 

October

   26.61    24.64    26.14    485,191 

November

   27.44    25.06    27.44    466,935 

December

   28.65    27.31    27.91    437,177 

2018 (through April 25)

   28.82    23.02    23.04    499,512 

First Quarter

   20.98     17.89     20.17     674,693     28.82    23.26    24.17    505,693 

January

   19.99     17.89     19.71     759,842     28.82    27.26    27.52    448,572 

February

   20.82     18.78     20.82     689,515     27.19    24.32    24.35    544,621 

March

   20.98     19.60     20.17     587,682     24.70    23.26    24.17    527,594 

Second Quarter (through April 22)

   20.20     19.27     19.39     986,906  

April (through April 22)

   20.20     19.27     19.39     986,906  

Second Quarter (through April 25)

   24.83    23.02    23.04    478,567 

April (through April 25)

   24.83    23.02    23.04    478,567 

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 as a joint stock company. There are four different markets run by the Korea Exchange: the KRX KOSPI Market, the KRX KOSDAQ Market, the KRX KONEX Market and the KRX Derivatives Market. The Korea Exchange has three trading floors located in Seoul, one for the KRX KOSPI Market, one for the KRX KOSDAQ Market and one for the KRX KONEX Market, and one trading floor in Busan for the KRX Derivatives Market. The Korea Exchange is a limited liability company, the shares of which are held by (1) securities companies and futures companies that were formerly members of the Korea Stock Exchange or the Korea Futures Exchange, (2) the Small & Medium Business Corporation, (3) the Korea Securities Finance

Corporation and (4) the Korea Financial Investment Association. Currently, the 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 December 31, 2015,2017, the aggregate market value of equity securities listed on the KRX KOSPI Market was approximately Won 1,242.81,605.8 trillion. For the year ended December 31, 2017, the average daily trading volume of equity securities was approximately 340.5 million shares with an average trading value of Won 5,325.8 billion. For the year ended December 31, 2016, the average daily trading volume of equity securities was approximately 376.8 million shares with an average trading value of Won 4,523.0 billion. For the year ended December 31, 2015, the average daily trading volume of equity securities was approximately 455.3 million shares with an average trading value of Won 5,351.7 billion. For the year ended December 31, 2014, the average daily trading volume of equity securities was approximately 278.1 million shares with an average trading value of Won 3,983.6 billion. For the year ended December 31, 2013, the average daily trading volume of equity securities was approximately 328.3 million shares with an average trading value of Won 3,993.4 billion.

The Korea Exchange has the power in some circumstances to suspend trading in the shares of a given company or tode-list a security. The 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 an excess capacity in a particular industry and induced private companies to publicly offer their securities.

The Korea Exchange publishes the KOSPI, every ten seconds, which is an index of all equity securities listed on the KRX 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:

 

                   Period Average 

Year

  Opening   High   Low   Closing   Dividend
Yield(1)
(%)
   Price to
Earnings(2)
 

1980

   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  

1982

   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  

1984

   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  

1986

   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  

1988

   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  

1990

   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  

1992

   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  

1994

   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  

1996

   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  

1998

   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  

                  Period Average                   Period Average 

Year

  Opening   High   Low   Closing   Dividend
Yield(1)
(%)
   Price to
Earnings(2)
   Opening   High   Low   Closing   Dividend
Yield(1)
(%)
   Price to
Earnings(2)
 
                        

1980

   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 

1982

   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 

1984

   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 

1986

   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 

1988

   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 

1990

   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 

1992

   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 

1994

   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 

1996

   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 

1998

   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 

2000

   1,059.04     1,059.04     500.60     504.62     2.4     15.3     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     29.3     520.95    704.50    468.76    693.70    1.7    29.3 

2002

   724.95     937.61     584.04     829.44     1.8     15.6     724.95    937.61    584.04    829.44    1.8    15.6 

2003

   635.17     822.16     515.24     810.71     2.1     10.1     635.17    822.16    515.24    810.71    2.1    10.1 

2004

   821.26     936.06     719.59     895.92     2.1     15.8     821.26    936.06    719.59    895.92    2.1    15.8 

2005

   893.71     1,379.37     870.84     1,379.37     1.7     11.0     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

   1,853.45     1,888.88     938.75     1,124.47     2.6     9.0     1,853.45    1,888.88    938.75    1,124.47    2.6    9.0 

2009

   1,157.4     1,718.88     1,018.81     1,682.77     1.2     23.7     1,157.4    1,718.88    1,018.81    1,682.77    1.2    23.7 

2010

   1,696.14     2,052.97     1,532.68     2,051.00     1.1     17.8     1,696.14    2,052.97    1,532.68    2,051.00    1.1    17.8 

2011

   2,070.08     2,228.96     1,652.71     1,825.74     1.6     10.9     2,070.08    2,228.96    1,652.71    1,825.74    1.6    10.9 

2012

   1,826.37     2,049.28     1,769.31     1,997.05     1.3     12.9     1,826.37    2,049.28    1,769.31    1,997.05    1.3    12.9 

2013

   2,031.10     2,059.58     1,780.63     2,011.34     1.2     13.5     2,031.10    2,059.58    1,780.63    2,011.34    1.2    13.5 

2014

   2,013.11     2,093.08     1,881.73     1,915.59     1.1     15.3     2,013.11    2,093.08    1,881.73    1,915.59    1.1    15.3 

2015

   1,926.44     2,173.41     1,829.81     1,961.31     1.2     16.1     1,926.44    2,173.41    1,829.81    1,961.31    1.2    16.1 

2016 (through April 22)

   1,918.76     2,022.10     1,835.28     2,015.49     1.3     15.5  

2016

   1,918.76    2,068.72    1,835.28    2,026.46    1.5    14.3 

2017

   2,026.16    2,557.97    2,026.16    2,467.49    1.4    14.3 

2018 (through April 25)

   2,479.65    2,598.19    2,363.77    2,448.81    1.3    13.1 

 

Source:Source: Korea Exchange

 

(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.

KOSPI closed at 2,015.492,448.81 on April 22, 2016.25, 2018.

Shares are quoted “ex-dividend”“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”“ex-dividend” and “ex-rights,“ex-rights, upward and downward movements in share prices of any category of shares on any day are limited under the rules of the Korea Exchange to 15.0% of the previous day’s closing price of the shares, rounded down as set out below:

 

Previous Day’s Closing Price

  Rounded Down to 
 

Less than 5,000

  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 

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.

The brokerage commission rate on equity securities transactions may be determined by the parties, subject to commission schedules being filed with the 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 KOSPI Market. See “Item 10.E. Taxation — Korean Taxation.”

The following table sets forth the number of companies listed on the KRX KOSPI Market, the corresponding total market capitalization and the average daily trading volume at the end of the periods indicated:

 

 Market Capitalization on the
Last Day of Each Period
 Average Daily Trading Volume, Value   Market Capitalization on the
Last Day of Each Period
   Average Daily Trading Volume, Value 

Year

 Number of
Listed
Companies
 (Billions of
Won)
 (Millions of
US$)(1)
 Thousands
of Shares
 (Millions of
Won)
 (Thousands of
US$)(1)
   Number of
Listed
Companies
   (Billions of
Won)
   (Millions of
US$)(1)
   Thousands of
Shares
   (Millions of
Won)
   (Thousands of
US$)(1)
 
                        

1981

  343   2,959   US$4,223    10,565   8,708   US$12,427     343   2,959   US$4,223    10,565   8,708   US$12,427 

1982

  334    3,001    4,012    9,704    6,667    8,914     334    3,001    4,012    9,704    6,667    8,914 

1983

  328    3,490    4,361    9,325    5,941    7,425     328    3,490    4,361    9,325    5,941    7,425 

1984

  336    5,149    6,207    14,847    10,642    12,829     336    5,149    6,207    14,847    10,642    12,829 

1985

  342    6,570    7,362    18,925    12,315    13,798     342    6,570    7,362    18,925    12,315    13,798 

1986

  355    11,994    13,863    31,755    32,870    37,991     355    11,994    13,863    31,755    32,870    37,991 

1987

  389    26,172    32,884    20,353    70,185    88,183     389    26,172    32,884    20,353    70,185    88,183 

1988

  502    64,544    93,895    10,367    198,364    288,571     502    64,544    93,895    10,367    198,364    288,571 

1989

  626    95,477    140,119    11,757    280,967    412,338     626    95,477    140,119    11,757    280,967    412,338 

1990

  669    79,020    109,872    10,866    183,692    255,412     669    79,020    109,872    10,866    183,692    255,412 

1991

  686    73,118    95,541    14,022    214,263    279,973     686    73,118    95,541    14,022    214,263    279,973 

1992

  688    84,712    107,027    24,028    308,246    389,445     688    84,712    107,027    24,028    308,246    389,445 

1993

  693    112,665    138,870    35,130    574,048    707,566     693    112,665    138,870    35,130    574,048    707,566 

1994

  699    151,217    190,762    36,862    776,257    979,257     699    151,217    190,762    36,862    776,257    979,257 

1995

  721    141,151    181,943    26,130    487,762    628,721     721    141,151    181,943    26,130    487,762    628,721 

1996

  760    117,370    138,490    26,571    486,834    928,418     760    117,370    138,490    26,571    486,834    928,418 

1997

  776    70,989    41,881    41,525    555,759    327,881     776    70,989    41,881    41,525    555,759    327,881 

1998

  748    137,799    114,261    97,716    660,429    547,619     748    137,799    114,261    97,716    660,429    547,619 

1999

  725    349,504    307,662    278,551    3,481,620    3,064,806     725    349,504    307,662    278,551    3,481,620    3,064,806 

2000

  704    188,042    148,415    306,163    2,602,211    2,053,837     704    188,042    148,415    306,163    2,602,211    2,053,837 

2001

  689    255,850    194,785    473,241    1,997,420    1,520,685     689    255,850    194,785    473,241    1,997,420    1,520,685 

2002

  683    258,681    216,071    857,245    3,041,598    2,540,590     683    258,681    216,071    857,245    3,041,598    2,540,590 

2003

  684    355,363    298,624    542,010    2,216,636    1,862,719     684    355,363    298,624    542,010    2,216,636    1,862,719 

2004

  683    412,588    398,597    372,895    2,232,109    2,156,419     683    412,588    398,597    372,895    2,232,109    2,156,419 

2005

  702    655,075    648,589    467,629    3,157,662    3,126,398     702    655,075    648,589    467,629    3,157,662    3,126,398 

2006

  731    704,588    757,622    279,096    3,435,180    3,693,742     731    704,588    757,622    279,096    3,435,180    3,693,742 

2007

  746    951,900    1,017,205    363,732    5,539,588    5,919,697     746    951,900    1,017,205    363,732    5,539,588    5,919,697 

2008

  765    576,888    457,122    355,205    5,189,644    4,112,238     765    576,888    457,122    355,205    5,189,644    4,112,238 

2009

  770    887,316    762,528    485,657    5,795,552    4,980,494     770    887,316    762,528    485,657    5,795,552    4,980,494 

2010

  777    1,114,882    1,260,486    379,171    5,607,749    6,340,121     777    1,114,882    1,260,486    379,171    5,607,749    6,340,121 

2011

  791    1,041,999    899,438    353,759    6,863,146    5,924,166     791    1,041,999    899,438    353,759    6,863,146    5,924,166 

2012

  784    1,154,294    1,085,679    486,734    4,824,610    4,537,819     784    1,154,294    1,085,679    486,734    4,824,610    4,537,819 

2013

  777    1,185,974    1,123,826    328,325    3,993,422    3,784,158     777    1,185,974    1,123,826    328,325    3,993,422    3,784,158 

2014

  773    1,192,253    1,092,908    278,082    3,983,580    3,651,646     773    1,192,253    1,092,908    278,082    3,983,580    3,651,646 

2015

  770    1,242,832    1,062,885    455,256    5,351,734    4,576,870     770    1,242,832    1,062,885    455,256    5,351,734    4,576,870 

2016 (through April 22)

  769    1,276,836    1,112,372    361,995    4,586,928    3,996,104  

2016

   779    1,308,440    1,086,988    376,772    4,523,044    3,757,524 

2017

   774    1,605,821    1,504,395    340,457    5,325,760    4,989,377 

2018 (through
April 25)

   777    1,634,742    1,526,370    409,131    7,139,579    6,666,274 

 

Source:Source: Korea Exchange

 

(1)Converted at the noon buying rate as certified by the Federal Reserve Bank of New York in effect on the last business day of the period indicated.April 20, 2018 (the latest available noon buying rate prior to filing this annual report).

The Korean securities markets are principally regulated by the FSC and became subject to the FSCMA beginning in February 2009. 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

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 FSC 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 that are not listed on the KRX KOSPI Market or the KRX KOSDAQ Market and in bonds that are not listed.

Protection of Customer’s Interest in Case of Insolvency of Financial Investment Companies with a Brokerage License

Under Korean law, the relationship between a customer and a 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 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 rehabilitation procedure involving a financial investment company with a brokerage license, the customer of such financial investment company is entitled to the proceeds of the securities sold by such financial investment company.

When a customer places a sell order with a financial investment company with a brokerage license which is not a member of the Korea Exchange and this financial investment company places a sell order with another financial investment company with a brokerage license which is a member of the Korea Exchange, the customer is still entitled to the proceeds of the securities sold received by thenon-member company from the member company regardless of the bankruptcy or rehabilitation of thenon-member company.

Under the FSCMA, the 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 financial investment company with a brokerage license which is a member of the Korea Exchange breaches its obligation in connection with a buy order, the Korea Exchange is obliged to pay the purchase price on behalf of the breaching member.

When a customer places a buy order with anon-member company and thenon-member company places a buy order with a member company, the customer has the legal right to the securities received by thenon-member company from the member company because the purchased securities are regarded as belonging to the customer in so far as the customer and thenon-member company’s creditors are concerned.

As the cash deposited with a financial investment company with a brokerage license is regarded as belonging to 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 financial investment company with a brokerage license if a bankruptcy or

rehabilitation procedure is instituted against 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 such financial investment company’s bankruptcy, liquidation, cancellation of securities business license or other insolvency events. Pursuant to the FSCMA, subject to certain exceptions, financial investment companies with a brokerage license are required to deposit the cash received from their customers with the Korea Securities Finance Corporation, a special entity established pursuant to the FSCMA.Set-off or attachment of cash deposits by financial investment companies with a brokerage license is prohibited. The premiums related to this insurance under the Depositor Protection Act are paid by financial investment companies with a brokerage license.

 

Item 9.D9.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 ofAssociation

Description of Capital Stock

This section provides information relating to our capital stock, including brief summaries of material provisions of our articles of incorporation, the FSCMA, 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 incorporation and the applicable provisions of the FSCMA, the Korean Commercial Code and the Telecommunications Business Act. We have filed copies of our articles of incorporation and the Telecommunications Business Act as exhibits to our annual 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 of 110111-0371346. As specified in Article 2 (Objectives) of our articles of incorporation, as amended and approved at our general shareholders meeting held on March 18, 2016,24, 2017, our objectives are the rational management of the telecommunications business, development of telecommunications technology, and contribution to public welfare and convenience. Inconvenience.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 sales business;

 

real estate business (development, management and leasing, etc.) and chattel leasing business;

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;

 

travel business;

 

electronic financial services business;

 

film business (production, import, distribution and screening);

 

lifetime education and management of lifetime educational facilities;

 

electric engineering business;

 

information- and communication-related engineering business;

 

ubiquitous city construction and related service business;

 

any related business through investment, management and operation of our Korean or offshore subsidiaries and investment companies;

 

construction business, including the machine and equipment business;

 

export/import business and export/import intermediation/agency business;

 

electrical business such as intelligent electrical grid business; 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 ofnon-voting stock, par value Won 500 per share (common shares andnon-voting shares together are referred to as “shares”). Under our articles of incorporation, we are authorized to issue up to 5,500,000non-voting preferred shares. As of March 31, 2016,2018, 80,745,711 common shares were issued, of which 10,136,551 shares were held by us in treasury. Pursuant to the Share Exchange in June 2015, we exchanged 1,692,824 treasury shares for the common shares of SK Broadband. In the fourth quarter of 2015, we acquired 2,020,000 treasury shares on the market through a sharebuy-back program to further increase shareholder value. We have never issued anynon-voting preferred shares. All of the issued and outstanding common shares are fully-paid andnon-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 independentnon-executive directors is required for certain matters, which include:

 

investment by us or any of our subsidiaries in a foreign company in equity or acquisition of such foreign company’s other overseas assets in an amount equal to 5.0% or more of our 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 10.0 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 the holders of the majority of the voting shares present at such meeting is obtained and if such majority also represents at leastone-fourth of the total number of shares outstanding. Under the

Korean Commercial Code, unless otherwise stated in the articles of incorporation, holders of an aggregate of 1.0% or more of the outstanding shares with voting rights may request cumulative voting in any election for two or more directors. Our articles of incorporation do not permit cumulative voting for the election of directors.

The term of office 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 and our shareholders may remove them from office at any time by a special resolution adopted at a general meeting of shareholders.

Dividends

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. Our common shares represented by the ADSs have the same dividend rights as other outstanding common shares. For a detailed discussion of our dividend policy, see “Item 8.A. Consolidated Statements and Other Financial Information — Dividends.”

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 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 to, the introduction of new technology or the improvement of our financial condition. If we make an allotment of new shares to persons other than our existing shareholders, we are required by the Korean Commercial Code to notify our existing shareholders of (a) the class and number of new shares, (b) the issuance price of new shares and the date set for the payment thereof, (c) in cases of no par value shares, the amount to be included in thepaid-up capital out of the issuance price of new shares and (d) the method of subscription to new shares by no later than two weeks before the date of payment of the subscription price, or publicly announce such information. Under our articles of 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 incorporation, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of Won 400.0 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 FSCMA. 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.

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 ofnon-voting preferred shares may request a general meeting of shareholders only after thenon-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 Maeil Business Newspaper, both published in Seoul, for this purpose, but we may give notice in the future through electronic means. 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 ofnon-voting preferred 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 in which we own more than 10.0% equity interest, either directly or indirectly, may not be exercised. The Korean Commercial Code, unless otherwise stated in the articles of incorporation, permits cumulative voting, which would allow each shareholder to have multiple voting rights corresponding to the number of directors to be appointed in the voting and to exercise all voting rights cumulatively to elect one director. Our articles of incorporation do not permit cumulative voting for the election of directors.

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 such affirmative votes also represent at leastone-fourth of our total voting shares then issued and outstanding. However, under the Korean Commercial Code and our articles of incorporation, the following matters, among others, require approval by the holders of at leasttwo-thirds of the voting shares present or represented at a meeting, and such affirmative votes must also represent at leastone-third of our total voting shares then issued and outstanding:

 

amending our articles of 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 ofnon-voting preferred shares are not entitled to vote on any resolution or receive notice of any general meeting of shareholders.

However, in case of amendments to our articles of incorporation, or any merger or consolidation of us, or in some other cases which affect the rights or interests of thenon-voting preferred shares, approval of the holders ofnon-voting preferred shares is required. We may obtain the approval by a resolution of holders of at leasttwo-thirds of thenon-voting preferred shares present or represented at a class meeting of the holders ofnon-voting preferred shares, where the affirmative votes also represent at leastone-third of our total issued and outstandingnon-voting shares. In addition, if we are unable to pay dividends onnon-voting preferred shares as provided in our articles of incorporation, the holders ofnon-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 ofnon-payment of dividends is made until such dividends are paid. The holders of enfranchisednon-voting preferred shares will 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 our 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 49.0% of our voting stock. Korean entities whose largest shareholder is a foreign government or a foreigner (together with any of its related parties) that owns 15.0% or more of such Korean entities’ outstanding voting stock are deemed foreigners. A foreigner who has acquired shares of our voting stock in excess of such limitation may not exercise the voting rights with respect to the shares exceeding such limitation and may be subject to the MSIP’sMSIT’s corrective orders.

Rights of Dissenting Shareholders

Under Financial Investment Services and Capital Market Act, 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 ofnon-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 KOSPI Market for thetwo-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 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 KOSPI Market for the one week period before the date of the adoption of the relevant resolution. However, a court may determine the purchase price if we or dissenting shareholders do not accept the purchase price.

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 date and/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 auditednon-consolidated financial statements available for inspection at our principal office and at all of our branch offices. In addition, copies of annual reports, the auditednon-consolidated financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.

Under the FSCMA, we must file with the FSC and the Korea Exchange (1) an annual securities report within 90 days after the end of our fiscal year, (2) amid-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 FSC and the 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. Anon-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, anon-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.

Under current Korean regulations, 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 bynon-residents ornon-Korean citizens. See “Item 10.D. Exchange Controls — Korean Foreign Exchange Controls and Securities Regulations.”

Our transfer agent is Kookmin Bank, located at 24,Gukjegeumyung-ro, Yeongdeungpo-gu, 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 bynon-residents ornon-Korean citizens. See “Item 10.D. Exchange Controls — Korean Foreign Exchange Controls and Securities Regulations.”

Acquisition of Shares by Us

We may acquire our own shares pursuant to an approval at the general meeting of shareholders, through purchases on the Korea Exchange or a tender offer, or by acquiring the interests in a trust account holding our own shares through agreements with trust companies and asset management companies. The aggregate purchase price for the shares may not exceed the total amount available for distribution as dividends as of 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.

Under the Korean Commercial Code, we may resell or transfer any shares acquired by us to a third party pursuant to an approval by the Board of Directors. In general, corporate entities in which we own a 50.0% or more equity interest may not acquire our common stock. Under the FSCMA, we are subject to certain selling restrictions with respect to the shares acquired by us.

Liquidation Rights

In the event of our liquidation, remaining assets after payment of all debts, liquidation expenses and taxes will be distributed among shareholders in proportion to their shareholdings. Holders ofnon-voting preferred 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, as ADR depositary, and all holders and beneficial owners of 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 statementAnnual Report on Form F-3 (File No. 333-91304)20-F filed with the SEC.SEC on June 30, 2006. 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 may execute and deliver ADRs evidencing the ADSs. Each ADR evidences a specified number of ADSs, each ADS representingone-ninth of one share of our common stock to be deposited with the ADR depositary’s custodian in Seoul. Korea Securities Depository is the institution authorized under applicable law to effect book-entry transfers of our common shares, known as the “Custodian”. The Custodian is located at358-8,Hosu-ro,Ilsandong-gu, Goyang-si, Gyeonggi-do 411-770,Gyeonggi-do411-770, Korea. 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, the deposit of shares and issuance of ADSs may only be made if the total number of shares represented by ADSs after such deposit does not exceed a specified maximum of 24,321,893 shares as of March 31, 2016.2018. This limit will be adjusted in certain circumstances, including (1) upon the cancellation of existing ADSs, (2) upon future offerings of ADSs by us or our shareholders, (3) rights offerings and (4) adjustments for share reclassifications. The limit also may be decreased in certain circumstances. As of March 31, 2016,2018, the outstanding ADSs represented 9,259,5528,804,190 shares of our common stock. Notwithstandingstock.Notwithstanding the foregoing, the ADR depositary and the Custodian may not accept deposits of shares of common stock for issuance of ADSs 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 incorporation. In addition, the ADR depositary may not accept deposits of shares of common stock for issuance of ADSs from a person who identifieshim-,her- or itself to the depositary, and has been identified in writing by us, as a holder of at least 3.0% of our shares of common 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 but 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 ADSs if you or your broker deposit shares or evidence of rights to receive shares of common stock with the Custodian. Upon payment of fees and expenses and any taxes or charges, such as stamp taxes or stock transfer taxes, the ADR depositary will register the appropriate number of ADSs in the names 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 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 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 ADR 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 or to cause such delivery 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 apre-release of the ADS. The ADR depositary may also deliver shares of common stock upon cancellation ofpre-released ADSs (even if the cancellation occurs before the termination of thepre-release). The ADR depositary maypre-release ADSs only under the following circumstances:

 

before or at the time of thepre-release, the person to whom thepre-release is being made must represent to the ADR depositary in writing that the person, or, in case of an institution 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 suchpre-release, the person to whom thepre-release is being made must agree in writing that he or she 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 or her 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;

 

thepre-release must be fully collateralized with cash or U.S. government securities;

 

the ADR depositary must be able to terminate thepre-release on not more than five business days’ notice; and

 

thepre-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 thepre-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 (the “FSS”) 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 preferred stock or rights to receive shares of common stock ornon-voting preferred stock), 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 preferred stock or rights to receive shares of common stock ornon-voting preferred stock) 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, shares ofnon-voting preferred stock, the ADR depositary will deposit such shares ofnon-voting preferred stock under anon-voting preferred stock 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 thenon-voting preferred stock deposit agreement representing the number ofnon-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 representingnon-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 tonon-voting shares, the securities issuable upon any exercise of such rights by holders or beneficial owners will be depositary shares representing thosenon-voting shares issued under the provisions of anon-voting preferred stock deposit agreement.

If a registration statement under the 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 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 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;

 

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 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 nine ADSs or multiples of nine 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 IFRS and unauditednon-consolidated semiannual financial statements prepared in conformity with IFRS. 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, telegraph 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.

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 our common shares 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 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, telegraph 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;

 

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.

For a detailed description of fees and charges payable by the holders of ADSs under the deposit agreement, see “Item 12.D. American Depositary Shares — Fees and Charges under Deposit Agreement.”

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 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 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“— 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.

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 thenon-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 will not limit the right of any of them to take legal actions or proceedings in any other court of competent jurisdiction nor will 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 has been appointed as ADR depositary pursuant to the deposit agreement. Citibank is an indirect wholly-owned subsidiary of Citigroup Inc., a Delaware corporation whose principal office is located in New York, New 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 Citigroup’s most recent annual report onForm 10-K and quarterly report onForm 10-Q, each on file with the SEC.

Citibank’s Articles of Association andBy-laws, each as currently in effect, together with 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.10.B.Material Contracts

We have not entered into any material contracts since January 1, 2015,2017, 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 7.B. Related Party Transactions” and note 36 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.5.B. Liquidity and Capital Resources.”

 

Item 10.D.10.C.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 bynon-residents and issuance of securities outside Korea by Korean companies.Non-residents may invest in Korean securities pursuant to the Foreign Exchange Transaction Laws. The FSC has also adopted, pursuant to its authority under the FSCMA, regulations that restrict investment by foreigners in Korean securities and regulate issuance of securities outside Korea by Korean companies.

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, 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, a foreign exchange stabilization fund, certain other governmental agencies or financial companies;companies or impose an obligation on a resident that holds a claim against anon-resident to collect such claim to enable the recovery of the relevant debt back to Korea; 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, a foreign exchange stabilization fund, certain other governmental agencies or financial companies.

Under the regulations of the FSC amended on February 4, 2009, (1) if a company listed on the KRX KOSPI Market or a company listed on the KRX KOSDAQ Market has submitted a public disclosure of material matters to a foreign financial investment supervisory authority pursuant to the laws of the foreign jurisdiction, then it must submit a copy of the public disclosure and a Korean translation thereof to the FSC and the Korea Exchange, and (2) if a KRX KOSPI Market-listed company or KRX KOSDAQ Market-listed company is approved for listing on a foreign stock market or determined to bede-listed from the foreign stock market or actually listed on, orde-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 translation thereof to the FSC and the Korea Exchange.

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 theone-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 issuances of ADSs by us or with our consent and stock dividends or other distributions related to the ADSs).

 

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 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.

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 FSCMA, any person whose direct or beneficial ownership of shares with voting rights, 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 FSC and the Korea Exchange within five business days after reaching the 5.0% ownership interest threshold and promptly deliver a copy of such report to the issuer. In addition, any change (1) in the ownership interest subsequent to the report which equals or exceeds 1.0% of the total outstanding equity securities, or (2) in the shareholding purpose is required to be reported to the FSC and the Korea Exchange within five business days from the date of the change. However, reporting deadline of such reporting requirement is extended to (1) certain professional investors, as specified under the FSCMA, or (2) 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 issuer are prohibited from exercising their voting rights and acquiring additional shares for five days subsequent to the report under the FSCMA.

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 FSC may issue an order to dispose of suchnon-reported equity securities.

In addition to the reporting requirements described above, any person whose direct or beneficial ownership of our common shares accounts for 10.0% or more of the total issued and outstanding shares with voting rights (a “major shareholder”) must report the status of his or her shareholding to the Securities and Futures Commission and the Korea Exchange within five business days after he or 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 fifth business day of any changes in his or her shareholding. Violations of these reporting requirements may subject a person to criminal sanctions, such as fines or imprisonment.

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 FSS, as described below. The acquisition of the shares by a foreigner must be reported by the foreigner or his or her standing proxy in Korea immediately to the Governor of the FSS (the “Governor”).

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, we are required to file a securities registration statement with the FSC and such securities registration statement has to become effective pursuant to the FSCMA in order for us to issue shares represented by 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 the FSC, 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 KOSPI Market or the KRX KOSDAQ Market, unless prohibited by specific laws. Foreign investors may trade shares listed on the KRX KOSPI Market or the KRX KOSDAQ Market only through the KRX KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances, including, among others:

 

odd-lot trading of shares;

 

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 KOSPI Market or KRX KOSDAQ Market and such overseas stock exchange;

 

arm’s length transactions between foreigners in the event all such foreigners belong to an investment group managed by the same person; and

 

acquisition and disposal of shares through alternative trading systems.

Forover-the-counter transactions of shares between foreigners outside the KRX 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 financial investment company with a brokerage license in Korea must act as an intermediary.Odd-lot trading of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market must involve a 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 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 KOSPI Market or the KRX KOSDAQ Market (including converted shares) and shares being publicly offered for initial listing on the KRX KOSPI Market or the KRX KOSDAQ Market to register its identity with the FSS 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 FSS 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 financial investment company or financial institution in Korea. Foreigners eligible to obtain an investment registration card include foreign nationals who 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 promulgated under the FSCMA. 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 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 shares outside the KRX KOSPI Market and the KRX KOSDAQ Market, such acquisition or sale of shares must be reported by the foreign investor or such foreign investor’s 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 of shares outside the KRX 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 finance companies engaged to facilitate such transaction. In the event a foreign investor desires to acquire or sell shares outside the KRX 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 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 among 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 certain eligible foreign 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 his, her or its standing proxy, to exercise rights relating to its shares or perform any tasks related thereto on his, her or 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. 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 certain eligible foreign custodians are eligible to act as a custodian of shares for anon-resident or foreign investor. A foreign investor must ensure that his, her or its custodian deposits the 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 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 Trade, Industry and Energy 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 the 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 KOSPI Market or the KRX KOSDAQ Market must designate a foreign exchange bank at which he, she or it 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.

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 anon-resident of Korea must be deposited either in a Won account with the investor’s financial investment companies with a securities dealing, brokerage or collective investment license or the investor’s Won account. Funds in the investor’s Won account may be transferred to such investor’s 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 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.

Financial investment 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 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.10.D.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 our 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;

atax-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 10.0% 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.

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 “passive income” 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 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 with respect to the ADSs will be subject to taxation at a maximumpreferential rate of 20.0% if the dividends are “qualified dividends”. Dividends paid on the ADSs will be treated as qualified dividends if (1) the ADSs are readily tradable on an established securities market in the United States and (2) we were not, in the year prior to the year in which the dividend was paid, and are 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”), as discussed below under “Passive Foreign Investment Company Rules”. The ADSs are listed on the NYSE, and will qualify as readily tradable on an established securities market in the United States so long as they are so listed. Based on our audited financial statements, as well as relevant market and shareholder data, we believe that we were not a PFIC with respect to our 20152017 taxable year. In addition, based on our audited financial statements and current expectations regarding the value and nature of our assets, the sources and nature of our income, and relevant market and shareholder data, we do not anticipate becomingyear but could become a PFIC for our 20162018 taxable year.year or in subsequent years, as discussed below.

Distributions of additional shares in respect of common shares or ADSs that are made as part of apro-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.

Passive Foreign Investment Company Rules

Special U.S. tax rules apply to companies that are considered to be PFICs. We will be classified as a PFIC in a particular taxable year if either (i) 75 percent or more of our gross income for the taxable year is passive income; or (ii) the average percentage of the value of our assets that produce or are held for the production of passive income is at least 50 percent. Investments in companies in which we own less than 25 percent of the stock (by value) are considered to be assets that produce passive income.

The determination whether we are a PFIC is made annually based on the particular facts and circumstances, such as the valuation of our assets at the time. Although we do not believe that we were a PFIC in 2017, there is a significant risk that we could be treated as a PFIC in the current year or in future years due to our substantial investment in the stock of SK Hynix, which is treated as a passive asset for this purpose. If so, the considerations discussed below could become applicable to U.S. Holders.

If we are classified as a PFIC, and you do not make amark-to-market election, as described in the following paragraph, you will be subject to a special tax at ordinary income tax rates on “excess distributions,” including certain distributions by us and gain that you recognize on the sale of your shares or ADSs. The amount of income tax on any excess distributions will be increased by an interest charge to compensate for tax deferral, calculated as if the excess distributions were earned ratably over the period you hold your shares or ADSs. Classification as a PFIC may also have other adverse tax consequences, including, in the case of individuals, the denial of astep-up in the basis of your shares or ADSs at death.

You can avoid the unfavorable rules described in the preceding paragraph by electing to mark your shares or ADSs to market. If you make thismark-to-market election, you will be required in any year in which we are a PFIC to include as ordinary income the excess of the fair market value of your shares atyear-end over your basis in those shares. In addition, any gain you recognize upon the sale of your shares will be taxed as ordinary income in the year of sale.

You should consult your own tax advisor regarding the U.S. federal income tax considerations discussed above and in particular the desirability of making amark-to-market election.

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 our common shares or ADSs (and not entered into specified kinds of hedging transactions) for at least a16-day period that includes theex-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 category” 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 agricultureagricultural 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.

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.

Specified Foreign Financial Assets

Certain U.S. holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 are generally required to file an information statement along with their tax returns, currently on Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at anon-U.S. financial institution, as well as securities issued by anon-U.S. issuer (which would include the common shares or ADSs) that are not held in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend this reporting requirement to certain entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign financial assets based on certain objective criteria. U.S. holders who fail to report the required information could be subject to substantial penalties. Prospective investors should consult their own tax advisers concerning the application of these rules to their investment in the common shares or ADSs, including the application of the rules to their particular circumstances.

U.S. Information Reporting and Backup Withholding Rules

Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries are subject to information reporting and may be subject to backup withholding unless the holder (1) is a corporation or other exempt recipient and demonstrates this when required or (2) 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 a U.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 arenon-resident individuals ornon-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 which may apply to a particular investor and potential investors are advised to satisfy themselves as 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 resident, and any tax treaty between Korea and their country of residence, by consulting their own tax advisors.

Tax on Dividends

Dividends on the common shares or ADSs paid (whether in cash or in shares) to aNon-resident Holder will be subject to Korean withholding taxes at the rate of 22.0% (including local income tax) or such lower rate as is applicable under a treaty between Korea and suchNon-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 payer of the dividend. Since the payer is required to withhold the tax, Korean law does not entitle the person who was subject to the withholding of Korean tax to recover from the Government any part of the Korean tax withheld, even if it subsequently produces evidence that it was entitled to have tax withheld at a lower rate, except in certain limited circumstances.

Tax on Capital Gains

As a general rule, capital gains earned byNon-resident Holders upon transfer of the common shares or ADSs are subject to Korean withholding tax at the lower of (1) 11.0% (including local income tax) of the gross proceeds realized or (2) 22.0% (including local income tax) 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 theNon-resident Holder’s country of tax residence.

However, aNon-resident Holder will not be subject to Korean income taxation on capital gains realized upon the sale of the common shares through the KRX KOSPI Market if theNon-resident Holder (1) has no permanent establishment in Korea and (2) did not or has not owned (together with any shares owned by any entity with certain special relationship with suchNon-resident Holder) 25.0% or more of the total issued and outstanding shares of us at any time during the calendar year in which the sale occurs and during the five calendar years prior to the calendar year in which the sale occurs.

It should be noted that capital gains earned by you (regardless of whether you have a permanent establishment in Korea) from a transfer of ADSs outside Korea will generally be exempt from Korean income taxation, provided 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.

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 by a Korean 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 our common shares), the securities transaction tax is imposed generally at the rate of (1) 0.3% of the sales price of such shares (including agricultural and fishery special surtax thereon) if traded on the KRX KOSPI Market or (2) subject to certain exceptions, 0.5% of the sales price of such shares if traded outside the KRX KOSPI Market.

Securities transaction tax or the agricultural and fishery special surtax is not applicable if (1) the shares or rights to subscribe for shares are listed on a designated foreign stock exchange and (2) the sale of the shares takes place on such exchange.

Securities transaction tax, if applicable, must be paid by the transferor of the 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 aNon-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 (1) between 10.0% to 40.0% of the tax amount due, depending on the nature of the improper reporting, and (2) 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 under which the rate of withholding tax on dividend and interest is reduced, generally to between 5.0% and 16.5% (including local income tax), and the tax on capital gains derived by anon-resident from the transfer of securities issued by a Korean company is often eliminated.

EachNon-resident Holder of common shares should inquire for itself whether it is entitled to the benefits of a tax treaty with Korea. It is the responsibility of the party claiming the benefits of a tax treaty in respect of interest,

dividend, capital gains or “other income” to submit to us (or our agent), the purchaser or the financial investment company with a brokerage license, as the case may be, prior to or at the time of payment, such evidence of tax residence of the party claiming the treaty benefit as the Korean tax authorities may require in support of its claim for treaty protection. In 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.

Furthermore, in order for anon-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 suchnon-resident (or its agent) to submit to the payer of such Korean source income an application for a tax exemption along with a certificate of tax residency of suchnon-resident issued by a competent authority of thenon-resident’s country of tax residence, subject to certain exceptions. The payer of such Korean source income, in turn, is required to submit such application to the relevant district tax office by the ninth day of the month following the date of the first payment of such income.

For anon-resident of Korea to obtain the benefits of treaty-reduced tax rates on certain Korean source income (e.g., capital gains and interest) under an applicable tax treaty, Korean tax law requires suchnon-resident (or its agents) to submit to the payer of such Korean source income an application for treaty-reduced tax rates prior to receipt of such Korean source income; provided, however, that an owner of ADSs who is anon-resident of Korea is not required to submit such application, if the Korean source income on the ADSs is paid through an account opened at the Korea Securities Depository by a foreign depository.

At present, Korea has not entered into any tax treaty relating to inheritance or gift tax.

 

Item 10.F.10.E.Dividends and Paying Agents

Not applicable.

 

Item 10.G.10.F.Statements by Experts

Not applicable.

 

Item 10.H.10.G.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 at http://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 SKT-Tower, 65, Eulji-ro,Jung-gu, Seoul 100-999,04539, Korea.

 

Item 10.I.10.H.Subsidiary Information

Not applicable.

Item 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to foreign exchange rate and interest rate risk primarily associated with underlying liabilities and to equity price risk as a result of our investment in equity instruments.

We have entered into afloating-to-fixed cross currency swap contractscontract to hedge foreign currency and interest rate risks with respect to long-term borrowings of US$300 million of bonds issued in March 2013, US$300 million of bonds issued in October 2013 and US$74.8 million of bonds issued in December 2013. In addition, we have entered intofixed-to-fixed cross currency swap contracts to hedge the foreign currency risks of US$400 million of bonds issued in July 2007, CHF 300 million of bonds issued in June 2012, US$700 million of bonds issued in November 2012, and AUD US$300 million of bonds issued in October 2013 and US$51.8 million of borrowings from December 2013. We also entered intofloating-to-fixed interest rate swap contracts to hedge interest rate risks with respect to Won 49.0 billion of

borrowings from December 2016, Won 28.6 billion of borrowings from January 2013.See2017, Won 30.0 billion of borrowings from March 2017 and Won 50.0 billion of borrowings from December 2017. See note 2322 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.

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, primarily in Dollars, Franc and Australian Dollars. A 10.0% increase in the exchange rate between the Won and all foreign currencies would result in an increase in profit before income tax of approximately 0.6%0.2%, or Won 12.78.0 billion, with a decrease of 10.0% in the exchange rate having the opposite effect, as of December 31, 2015. For2017.For a further discussion of our exchange rate risk exposures, see note 35(1) of the notes to our consolidated financial statements.

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, 2015:2017:

 

 Maturities   Maturities 
 2016 2017 2018 2019 2020 Thereafter Total Fair Value   2018 2019 2020 2021 2022 Thereafter Total   Fair Value 
 (In billions of Won, except for percentage data)   (In billions of Won, except for percentage data) 

Local currency:

                  

Fixed-rate

 929.5   239.7   416.2   767.0   428.5   2,049.4   4,830.3   5,031.5     519.6  893.5  618.4  608.5  727.6  2,004.3  5,371.9    5,500.4 

Average weighted rate(1)

  4.08  3.71  3.48  3.02  2.39  3.12  

Average weighted rate(1)

   3.26 2.78 2.34 2.76 2.60 2.85   

Variable rate

   59.3  77.0  54.8  24.8  12.5     228.4    228.3 

Average weighted rate(1)

   2.46 2.71 2.80 2.32 2.37      

Sub-total

  929.5    239.7    416.2    767.0    428.5    2,049.4    4,830.3    5,031.5     578.9  970.5  673.2  633.3  740.1  2,004.3  5,600.3    5,728.7 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

 

Foreign currency:

                  

Fixed-rate

  13.5    623.5    1,178.1    13.5    13.5    482.6    2,324.7    2,560.3     1,082.3  12.3  12.3  12.3  6.1  423.5  1,548.8    1,719.8 

Average weighted rate(1)

  1.70  2.98  2.36  1.70  1.70  6.51  

Average weighted rate(1)

   2.35 1.70 1.70 1.70 1.71 6.71   

Variable rate

                  350.5        350.5    350.5          320.9           320.9    320.9 

Average weighted rate(1)

                  1.49      

Average weighted rate(1)

        2.57            

Sub-total

  13.5    623.5    1,178.1    13.5    364.0    482.6    2,675.2    2,910.8     1,082.3  12.3  333.2  12.3  6.1  423.5  1,869.7    2,040.7 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

 

Total

 943.0   863.2   1,594.3   780.5   792.5   2,532.0   7,505.5   7,942.3     1,661.2  982.8  1,006.4  645.6  746.2  2,427.8  7,470.0    7,769.4 
  

 

  

 

  

 

  

 

  

 

  

 

  

 

   

 

 

 

 

(1)Weighted average rates of the portfolio at the period end.

A 1.0% point increase in interest rates would result in a decrease in profit before income tax of approximately Won 0.20.7 billion with a 1.0% point decrease in interest rates having the opposite effect, as of December 31, 2015. For2017.For a further discussion of our interest rate risk exposures, see note 35(1) of the notes to our consolidated financial statements.

Equity Price Risk

We are also subject to market risk exposure arising from changes in the equity securities market, which affect the fair value of our equity portfolio. As of December 31, 2015, 20142017, 2016 and 2013,2015, a 10.0% increase in the equity indices where ouravailable-for-sale equity instruments are listed, with all other variables held constant, would have increased our total equity by Won 89.858.9 billion, Won 54.252.6 billion and Won 63.489.8 billion, respectively, with a 10.0%

decrease in the equity index having the opposite effect. Theeffect.The foregoing sensitivity analysis assumes that all variables other than changes in the equity index are held constant, and that ouravailable-for-sale equity instruments had moved according to the historical correlation to the index, and as such, does not reflect any correlation between the equity index and other variables. For a further discussion of our equity price risk exposures, see note 35(1) of the notes to our consolidated financial statements.

 

Item 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

 

Item 12.A.Debt Securities

Not applicable.

 

Item 12.B.Warrants and Rights

Not applicable.

 

Item 12.C.Other Securities

Not applicable.

 

Item 12.D.American Depositary Shares

Fees and Charges under Deposit Agreement

The ADR depositary will charge the party receiving ADSs up to US$5.00 per 100 ADSs (or fraction thereof), provided that the ADR depositary has agreed to waive such fee as would have been payable by us in the case of (1) an offering of ADSs by us or (2) any distribution of shares of common stock or any rights to subscribe for additional shares of common stock. The ADR depositary will not charge the party to whom ADSs are delivered against deposits. The ADR depositary will charge the party surrendering ADSs for delivery of deposited securities up to US$5.00 per 100 ADSs (or fraction thereof) surrendered. The ADR depositary will also charge the party to whom any cash distribution, or for whom the sale or exercise of rights or other corporate action involving distributions to shareholders, is made with respect to ADSs up to US$0.02 per ADS held plus the expenses of the ADR depositary on aper-ADS basis. We will pay the expenses of the ADR depositary and any entity acting as registrar for the shares only as specified in the deposit agreement. The ADR depositary will pay any other charges and expenses of the ADR depositary and the entity acting as registrar for the shares.

Holders of ADRs must pay (1) taxes and other governmental charges, (2) share transfer registration fees on deposits of shares of common stock, (3) such cable, telex, facsimile transmission and delivery expenses as are expressly provided in the deposit agreement to be at the expense of persons depositing shares of common stock or holders of ADRs and (4) such reasonable expenses as are incurred by the ADR depositary in the conversion of foreign currency into United States dollars.

Notwithstanding any other provision of the deposit agreement, in the event that the ADR depositary determines that any distribution in property (including shares or rights to subscribe therefor or other securities) is subject to any tax or governmental charges which the ADR depositary is obligated to withhold, the ADR depositary may dispose of all or a portion of such property (including shares and rights to subscribe therefor) in such amounts and in such manner as the ADR depositary deems necessary and practicable to pay such taxes or governmental charges, including by public or private sale, and the ADR depositary will distribute the net proceeds of any such sale or the balance of any such property after deduction of such taxes or governmental charges to the holders of ADSs entitled thereto in proportion to the number of ADSs held by them respectively.

All such charges may be changed by agreement between the ADR depositary and us at any time and from time to time, subject to the deposit agreement. The right of the ADR depositary to receive payment of fees, charges and expenses shall survive the termination of this deposit agreement and, as to any depositary, the resignation or removal of such depositary pursuant to the deposit agreement.

For a detailed summary of the deposit agreement, see “Item 10.B. Memorandum and Articles of Association — Description of American Depositary Shares.”

Payments made by ADS Depositary

AllThe depositary reimburses us for certain expenses we incur in connection with our ADR program, subject to certain ceilings. These reimbursable expenses currently include expenses relating to the preparation of SEC filings and submissions, listing fees, education and training fees, corporate action expenses and other direct and indirect payments reimbursed bymiscellaneous fees. In the fiscal year 2017, we received approximately US$1,264,021 from the depositary are as following:in connection with such reimbursements.

PART II

 

Year Ended
December 31,
2015
(In Dollars)

Expenses for preparation of SEC filing and submission

US$1,829,582

Listing Fees

254,081

Education/Training

278,103

Corporate Action

153,088

Miscellaneous

756,194

Total

US$3,271,047

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 Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as such term is defined inRules 13a-15(e) and15d-15(e) under the Exchange Act, as of December 31, 2015.2017. 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 Officer 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 SEC’s rules and forms, and that it is accumulated and communicated to our management, including our Chief Executive Officer 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, as of December 31, 2015.2017. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated 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 Officer 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 (2013 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 consolidated financial statements for external purposes in accordance with IFRS as issued by the IASB. Based on our evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2015.2017.

Report of the Independent Registered Public Accounting Firm on the Effectiveness of Our Internal Control Over Financial Reporting

The report of our independent registered public accounting firm, KPMG Samjong Accounting Corp. (“KPMG Samjong”), on the effectiveness of our internal control over financial reporting as of December 31, 20152017 is included 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 20152017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16.RESERVED

 

Item 16A.16.A.AUDIT COMMITTEE FINANCIAL EXPERT

Dae Shick Oh is the chairman of our audit committee and was elected and designated an “audit committee financial expert” within the meaning of this Item 16A at a meeting of the board of directors in April 2014. The board of directors have further determined that Dae Shick Oh is independent within the meaning of applicable SEC rules and the listing standards of the NYSE. See “Item 6.C. Board Practices — Audit Committee” for additional information regarding our audit committee.

 

Item 16B.16.B.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 Officer, Chief Financial Officer, 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 at www.sktelecom.com. If we amend the provisions of our code of ethics that apply to our Chief Executive Officer, 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.16.C.PRINCIPAL ACCOUNTANT FEES AND SERVICES

The table sets forth the fees we paid to our independent registered public accounting firm KPMG Samjong and its affiliates for the years ended December 31, 20152017 and 2014:2016:

 

  Year Ended December 31,   Year Ended December 31, 
  2015   2014   2017   2016 
  (In millions of Won)   (In millions of Won) 

Audit Fees

  3,325    3,522    5,625   5,181 

Audit-Related Fees

  36    12    35   14 

Tax Fees

  289    408    323   273 

All Other Fees

  0    50    300    
  

 

   

 

   

 

   

 

 

Total

  3,650    3,992    6,283   5,468 
  

 

   

 

   

 

   

 

 

“Audit Fees” are the aggregate fees billed by KPMG Samjong 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 KPMG Samjong 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 KPMG Samjong for tax compliance, tax advice on actual or contemplated transactions and tax planning services.

Fees disclosed under the category All Other FeesFees”” are for 2017 in the table above relate to the fees for professional services renderedbilled by KPMG Samjong primarily for business consulting in connection withservices related to our internal control over financial reporting.corporate social responsibility project.

Pre-Approval of Audit andNon-Audit Services Provided by Independent Registered Public Accounting Firm

Our audit committeepre-approves all audit services to be provided by KPMG Samjong, our independent registered public accounting firm. Our audit committee’s policy regarding thepre-approval ofnon-audit services to be provided to us by our independent auditors is that all such services shall bepre-approved by our audit committee.Non-audit services that are prohibited to be provided to us by our independent auditors under the rules of the SEC

and applicable law may not bepre-approved. In addition, prior to the granting of anypre-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 notpre-approve anynon-audit services under thede minimis exception ofRule 2-01 (c)(7)(i)(C) ofRegulation S-X as promulgated by the SEC.

 

Item 16D.16.D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

 

Item 16E.16.E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither we nor any “affiliated purchaser,” as defined in Rule10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

 

Item 16F.16.F.CHANGE IN REGISTRANTS CERTIFYING ACCOUNTANT

Not applicable.

 

Item 16G.16.G.CORPORATE GOVERNANCE

The following is a summary of the significant differences between the NYSE’s corporate governance standards and those that we follow under Korean law.

 

NYSE Corporate Governance Standards

  

Our Corporate Governance Practice

Director Independence

  
Listed companies must have a majority of independent directors.  Of the sixeight members of our board of directors, foursix are independent directors.

Executive Session

  
Non-management directors must meet in regularly scheduled executive sessions without management. Independent directors should meet alone in an executive session at least once a year.  Our audit committee, which is comprised solely of threefour 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. The committee must have a charter that addresses the purpose, responsibilities (including development of corporate governance guidelines) and annual performance evaluation of the committee.  Although we do not have a separate nomination/ corporate governance committee, we maintain an independent director nomination committee composed of two independent directors and one management director.

Compensation Committee

  
Listed companies must have a compensation committee composed entirely of independent directors. The committee must have a charter that addresses the purpose, responsibilities and annual performance evaluation of the committee. The charter must be made available on the company’s website. In addition, in accordance with the U.S. Securities and Exchange Commission rules adopted pursuant to Section 952 of the Dodd-Frank Act, the New York Stock Exchange listing standards were amended to expand the factors relevant in determining whether a committee memberWe maintain a compensation review committee comprised of three independent directors.

NYSE Corporate Governance Standards

Our Corporate Governance Practice

has a relationship with the company that will materially affect that member’s duties to the compensation committee.  We maintain a compensation review committee comprised of three independent directors.

NYSE Corporate Governance Standards

Our Corporate Governance Practice

Audit Committee

  
Listed companies must have an audit committee that satisfies the independence and other requirements of Rule 10A 3 under the Exchange Act. All members must be independent. The committee must have a charter addressing the committee’s purpose, an annual performance evaluation of the committee, and the duties and responsibilities of the committee. The charter must be made available on the company’s website.  We maintain an audit committee comprised solely of threefour independent directors.

Audit Committee Additional Requirements

  
Listed companies must have an audit committee that is composed of at least three directors.  Our audit committee has threefour 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 at www.sktelecom.com.www.sktelecom.com.

 

Item 16H.16.H.MINE SAFETY DISCLOSURE

Not applicable.

PART III

 

Item 17.FINANCIAL STATEMENTS

Not applicable.

Item 18.FINANCIAL STATEMENTS

 

Index ofto Financial Statements

   F-1 

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

   F-2 

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

   F-3 

Consolidated Statements of Financial Position as of December  31, 20152017 and 20142016

   F-4 

Consolidated Statements of Income for the years ended December  31, 2015, 20142017, 2016 and 20132015

   F-6 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-7 

Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-8 

Consolidated Statements of Cash Flows for the years ended December  31, 2015, 20142017, 2016 and 20132015

   F-10 

Notes to the Consolidated Financial Statements for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-12 

Financial Statements of SK Hynix

  

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

   G-1 

Consolidated Statements of Financial Position as of December  31, 20152017 and 20142016

   G-2 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 20142017, 2016 and 20132015

   G-4 

Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 20142017, 2016 and 20132015

   G-5 

Consolidated Statements of Cash Flows for the years ended December  31, 2015, 20142017, 2016 and 20132015

   G-7 

Notes to the Consolidated Financial Statements for the years ended December 31, 2015, 20142017, 2016 and 20132015

   G-8 

Item 19.EXHIBITS

 

Number

  

Description

  1.1  Articles of Incorporation (incorporated by reference to Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F filed on April 27, 2017)
  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 (incorporated by reference to Exhibit 2.1 to the Registrant’s Annual Report on Form20-F filed on June 30, 2006)
  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) (incorporated by reference to Exhibit 15.1 to the Registrant’s Annual Report on Form20-F filed on April 29, 2016)
15.2  Enforcement Decree of the Framework Act on Telecommunications, as amended (English translation) (incorporated by reference to Exhibit 15.2 to the Registrant’s Annual Report on Form20-F filed on June 30, 2011)
15.3  Telecommunications Business Act, as amended (English translation)
15.4  Enforcement Decree of the Telecommunications Business Act, as amended (English translation)
15.5  Government Organization Act, as amended (English translation) (incorporated by reference to Exhibit  15.5 to the Registrant’s Annual Report on Form20-F filed on April 29, 2016)

INDEX TO FINANCIAL STATEMENTS

 

   Page 

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

   F-2 

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

   F-3 

Consolidated Statements of Financial Position as of December 31, 20152017 and 20142016

   F-4 

Consolidated Statements of Income for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-6 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-7 

Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-8 

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-10 

Notes to the Consolidated Financial Statements for the years ended December 31, 2015, 20142017, 2016 and 20132015

   F-12 

Financial Statements of SK Hynix

  

Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements

   G-1 

Consolidated Statements of Financial Position as of December 31, 20152017 and 20142016

   G-2 

Consolidated Statements of Comprehensive Income for the years ended December 31, 2015, 20142017, 2016 and 20132015

   G-4 

Consolidated Statements of Changes in Equity for the years ended December 31, 2015, 20142017, 2016 and 20132015

   G-5 

Consolidated Statements of Cash Flows for the years ended December 31, 2015, 20142017, 2016 and 20132015

   G-7 

Notes to the Consolidated Financial Statements for the years ended December 31, 2015, 20142017, 2016 and 20132015

   G-8 

Report of Independent Registered Public Accounting Firm

To The Boardthe shareholders and the board of Directors and Shareholdersdirectors

SK Telecom Co., Ltd.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of SK Telecom Co., Ltd. and subsidiaries (the Group) as of December 31, 20152017 and 2014,2016, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2015. 2017, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Group as of December 31, 2017 and 2016, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Group’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated April 27, 2018 expressed an unqualified opinion on the effectiveness of the Group’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of SK Telecom Co., Ltd.’sthe Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includesmisstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error of fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements. An auditOur audits also includes assessingincluded evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statement presentation.statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion,/s/ KPMG Samjong Accounting Corp.

We have served as the consolidated financial statements referred to above present fairly, in all material respects,Group’s auditor since 2012.

Seoul, Korea

April 27, 2018

Report of Independent Registered Public Accounting Firm

To the financial positionshareholders and the board of directors

SK Telecom Co., Ltd.:

Opinion on Internal Control Over Financial Reporting

We have audited SK Telecom Co., Ltd. and subsidiaries as of December 31, 2015 and 2014, and subsidiaries’(the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of SK Telecom Co., Ltd.’sGroup) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 28, 2016, expressed an unqualified opinion on SK Telecom Co., Ltd.’s internal control over financial reporting.

/s/ KPMG Samjong Accounting Corp.

Seoul, Korea

April 28, 2016

Report of Independent Registered Public Accounting Firm

To The Board of Directors and Shareholders

SK Telecom Co., Ltd.:

We have audited the internal control over financial reporting of SK Telecom Co., Ltd. as of December 31, 2015,2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. SK Telecom Co.In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), Ltd.’sthe consolidated statements of financial position of the Group as of December 31, 2017 and 2016, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements) and our report dated April 27, 2018, expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

Group’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 overOver Financial Reporting. Our responsibility is to express an opinion on SK Telecom Co., Ltd.’sthe Group’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. 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 of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, andrisk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s 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 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

In our opinion, SK Telecom Co., Ltd. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued 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), consolidated statements of financial position of SK Telecom Co., Ltd. and its subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2015, and our report dated April 28, 2016, expressed an unqualified opinion on those consolidated financial statements.

/s/ KPMG Samjong Accounting Corp.

Seoul, Korea

April 28, 201627, 2018

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 20152017 and 20142016

 

(In millions of won)  Note   December 31,
2015
   December 31,
2014
 

Assets

      

Current Assets:

      

Cash and cash equivalents

   34,35    768,922     834,429  

Short-term financial instruments

   6,34,35,36,37     691,090     313,068  

Short-term investment securities

   9,34,35     92,262     280,161  

Accounts receivable — trade, net

   7,34,35,36     2,344,867     2,392,150  

Short-term loans, net

   7,34,35,36     53,895     74,512  

Accounts receivable — other, net

   7,34,35,36     673,739     690,527  

Prepaid expenses

     151,978     134,404  

Inventories, net

   8,37     273,556     267,667  

Assets classified as held for sale

   10          10,510  

Advanced payments and other

   7,9,34,35,36     109,933     85,720  
    

 

 

   

 

 

 

Total Current Assets

     5,160,242     5,083,148  
    

 

 

   

 

 

 

Non-Current Assets:

      

Long-term financial instruments

   6,34,35,37     10,623     631  

Long-term investment securities

   9,34,35     1,207,226     956,280  

Investments in associates and joint ventures

   13     6,896,293     6,298,088  

Property and equipment, net

   14,36,37     10,371,256     10,567,701  

Investment property, net

   15     15,071     14,997  

Goodwill

   16     1,908,590     1,917,595  

Intangible assets, net

   17     2,304,784     2,483,994  

Long-term loans, net

   7,34,35,36     62,454     55,728  

Long-term accounts receivable — other

   7,34,35     2,420     3,596  

Long-term prepaid expenses

   37     76,034     51,961  

Guarantee deposits

   6,7,34,35,36     297,281     285,144  

Long-term derivative financial assets

   23,34,35     166,399     70,035  

Deferred tax assets

   31     17,257     25,083  

Other non-current assets

   7,34,35     85,457     127,252  
    

 

 

   

 

 

 

Total Non-Current Assets

     23,421,145     22,858,085  
    

 

 

   

 

 

 

Total Assets

    28,581,387     27,941,233  
    

 

 

   

 

 

 

(In millions of won)  Note   December 31,
2017
   December 31,
2016
 

Assets

      

Current Assets:

      

Cash and cash equivalents

   34,35   1,457,735    1,505,242 

Short-term financial instruments

   6,34,35,37    616,780    468,768 

Short-term investment securities

   9,34,35    144,386    107,364 

Accounts receivable — trade, net

   7,34,35,36    2,126,007    2,240,926 

Short-term loans, net

   7,34,35,36    62,830    58,979 

Accounts receivable — other, net

   7,34,35,36,37    1,260,835    1,121,444 

Prepaid expenses

     197,046    169,173 

Inventories, net

   8    272,403    259,846 

Advanced payments and other

   7,9,34,35,36    63,777    64,886 
    

 

 

   

 

 

 

Total Current Assets

     6,201,799    5,996,628 
    

 

 

   

 

 

 

Non-Current Assets:

      

Long-term financial instruments

   6,34,35    1,222    937 

Long-term investment securities

   9,34,35    887,007    828,521 

Investments in associates and joint ventures

   12    9,538,438    7,404,323 

Property and equipment, net

   13,36,37    10,144,882    10,374,212 

Goodwill

   10,15    1,915,017    1,932,452 

Intangible assets, net

   16    3,586,965    3,776,354 

Long-term loans, net

   7,34,35,36    50,874    65,476 

Long-term accounts receivable — other

   7,34,35,37    287,048    149,669 

Long-term prepaid expenses

     90,834    88,130 

Guarantee deposits

   7,34,35,36    292,590    298,964 

Long-term derivative financial assets

   22,34,35    253,213    214,770 

Defined benefit assets

   21    45,952    30,247 

Deferred tax assets

   31    88,132    75,111 

Othernon-current assets

   7,34,35    44,696    61,869 
    

 

 

   

 

 

 

TotalNon-Current Assets

     27,226,870    25,301,035 
    

 

 

   

 

 

 

Total Assets

    33,428,669    31,297,663 
    

 

 

   

 

 

 

 

F-4

See accompanying notes to the consolidated financial statements.


SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Financial Position — (Continued)

As of December 31, 2015 and 2014

(In millions of won)  Note   December 31,
2015
  December 31,
2014
 

Liabilities and Equity

     

Current Liabilities:

     

Short-term borrowings

   18,34,35    260,000    366,600  

Current installments of long-term debt, net

   18,34,35     703,087    590,714  

Current installments of finance lease liabilities

   21,34,35     26    3,804  

Current installments of long-term payables — other

   19,34,35     120,185    189,389  

Accounts payable — trade

   34,35,36     279,782    275,495  

Accounts payable — other

   34,35,36     1,323,434    1,381,850  

Withholdings

   34,35,36     865,327    1,053,063  

Accrued expenses

   34,35     920,739    952,418  

Income tax payable

   31     381,794    99,236  

Unearned revenue

     224,233    327,003  

Provisions

   20     40,988    51,075  

Advanced receipts

     136,844    129,255  

Liabilities classified as held for sale

   10         408  

Other current liabilities

     54      
    

 

 

  

 

 

 

Total Current Liabilities

     5,256,493    5,420,310  
    

 

 

  

 

 

 

Non-Current Liabilities:

     

Debentures, excluding current installments, net

   18,34,35     6,439,147    5,649,158  

Long-term borrowings, excluding current installments

   18,34,35     121,553    149,720  

Long-term payables — other

   19,34,35     581,697    684,567  

Long-term unearned revenue

     2,842    19,659  

Finance lease liabilities

   21,34,35         26  

Defined benefit liabilities

   22     98,856    91,587  

Long-term derivative financial liabilities

   23,34,35     89,296    130,889  

Long-term provisions

   20     29,217    36,013  

Deferred tax liabilities

   31     538,114    444,211  

Other non-current liabilities

   34,35     50,076    66,823  
    

 

 

  

 

 

 

Total Non-Current Liabilities

     7,950,798    7,272,653  
    

 

 

  

 

 

 

Total Liabilities

     13,207,291    12,692,963  
    

 

 

  

 

 

 

Equity

     

Share capital

   1,24     44,639    44,639  

Capital surplus (deficit) and other capital adjustments

   24,25     (209,008  (120,520

Hybrid bonds

   26     398,518    398,518  

Retained earnings

   27     15,007,627    14,188,591  

Reserves

   28     9,303    (4,489
    

 

 

  

 

 

 

Equity attributable to owners of the Parent Company

     15,251,079    14,506,739  

Non-controlling interests

     123,017    741,531  
    

 

 

  

 

 

 

Total Equity

     15,374,096    15,248,270  
    

 

 

  

 

 

 

Total Liabilities and Equity

    28,581,387    27,941,233  
    

 

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Financial Position — (Continued)

As of December 31, 2017 and 2016

(In millions of won)  Note   December 31,
2017
  December 31,
2016
 

Liabilities and Shareholders’ Equity

     

Current Liabilities:

     

Short-term borrowings

   17,34,35   130,000   2,614 

Current portion of long-term debt, net

   17,34,35    1,530,948   888,467 

Current portion of long-term payables — other

   18,34,35    302,703   301,773 

Accounts payable — trade

   34,35,36    351,711   402,445 

Accounts payable — other

   34,35,36    1,867,074   1,767,799 

Withholdings

   34,35,36    961,501   964,084 

Accrued expenses

   34,35    1,327,906   1,125,816 

Income tax payable

   31    219,791   474,931 

Unearned revenue

     175,732   188,403 

Provisions

   19    52,057   66,227 

Receipts in advance

     161,266   174,588 

Derivative financial liabilities

   22,34,35    28,406   86,950 

Other current liabilities

     28   2 
    

 

 

  

 

 

 

Total Current Liabilities

     7,109,123   6,444,099 
    

 

 

  

 

 

 

Non-Current Liabilities:

     

Debentures, excluding current portion, net

   17,34,35    5,596,570   6,338,930 

Long-term borrowings, excluding current portion

   17,34,35    211,486   139,716 

Long-term payables — other

   18,34,35    1,346,763   1,624,590 

Long-term unearned revenue

     7,052   2,389 

Defined benefit liabilities

   21    61,960   70,739 

Long-term derivative financial liabilities

   22,34,35    11,064   203 

Long-term provisions

   19    32,669   31,690 

Deferred tax liabilities

   31    978,693   479,765 

Othernon-current liabilities

   34,35    44,094   49,112 
    

 

 

  

 

 

 

Total Non-Current Liabilities

     8,290,351   8,737,134 
    

 

 

  

 

 

 

Total Liabilities

     15,399,474   15,181,233 
    

 

 

  

 

 

 

Shareholders’ Equity

     

Share capital

   1,23    44,639   44,639 

Capital deficit and others

   23,24,25,26    (202,237  (198,739

Hybrid bonds

   25    398,518   398,518 

Retained earnings

   27    17,835,946   15,953,164 

Reserves

   28    (234,727  (226,183
    

 

 

  

 

 

 

Equity attributable to owners of the Parent Company

     17,842,139   15,971,399 

Non-controlling interests

     187,056   145,031 
    

 

 

  

 

 

 

Total Shareholders’ Equity

     18,029,195   16,116,430 
    

 

 

  

 

 

 

Total Liabilities and Shareholders’ Equity

    33,428,669   31,297,663 
    

 

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Income

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won except for per share data)  Note   2015  2014  2013 

Continuing operations

      

Operating revenue and other income:

   5,36      

Revenue

    17,136,734    17,163,798    16,602,054  

Other income

   29     30,935    56,471    74,954  
    

 

 

  

 

 

  

 

 

 
     17,167,669    17,220,269    16,677,008  
    

 

 

  

 

 

  

 

 

 

Operating expense:

   36      

Labor cost

   22     1,893,745    1,659,777    1,561,358  

Commissions paid

     5,206,951    5,692,680    5,498,695  

Depreciation and amortization

   5     2,845,295    2,714,730    2,661,623  

Network interconnection

     957,605    997,319    1,043,733  

Leased line

     389,819    399,014    448,833  

Advertising

     405,005    415,857    394,066  

Rent

     493,586    460,309    443,639  

Cost of products that have been resold

     1,955,861    1,680,110    1,300,375  

Other operating expenses

   29     1,524,377    1,592,647    1,746,283  
    

 

 

  

 

 

  

 

 

 
     15,672,244    15,612,443    15,098,605  
    

 

 

  

 

 

  

 

 

 

Operating income

   5     1,495,425    1,607,826    1,578,403  

Finance income

   5,30     103,900    126,337    113,392  

Finance costs

   5,30     (350,100  (386,673  (571,203

Gain related to investments in subsidiaries, associates and joint ventures, net

   1,5,13     786,140    906,338    706,509  
    

 

 

  

 

 

  

 

 

 

Profit before income tax

     2,035,365    2,253,828    1,827,101  
    

 

 

  

 

 

  

 

 

 

Income tax expense from continuing operations

   31     519,480    454,508    400,797  
    

 

 

  

 

 

  

 

 

 

Profit from continuing operations

     1,515,885    1,799,320    1,426,304  
    

 

 

  

 

 

  

 

 

 

Discontinued operation

      

Profit from discontinued operations, net of income taxes

   38             183,245  
    

 

 

  

 

 

  

 

 

 

Profit for the year

    1,515,885    1,799,320    1,609,549  
    

 

 

  

 

 

  

 

 

 

Attributable to :

      

Owners of the Parent Company

    1,518,604    1,801,178    1,638,964  

Non-controlling interests

     (2,719  (1,858  (29,415

Earnings per share

   32      

Basic earnings per share (in Won)

    20,988    25,154    23,211  
    

 

 

  

 

 

  

 

 

 

Diluted earnings per share (in Won)

    20,988    25,154    23,211  
    

 

 

  

 

 

  

 

 

 

Earnings per share — Continuing operations

   32      

Basic earnings per share (in Won)

    20,988    25,154    20,708  
    

 

 

  

 

 

  

 

 

 

Diluted earnings per share (in Won)

    20,988    25,154    20,708  
    

 

 

  

 

 

  

 

 

 
(In millions of won except for per share data)  Note   2017  2016  2015 

Operating revenue and other income:

   5,36     

Revenue

    17,520,013   17,091,816   17,136,734 

Other income

   29    31,997   66,548   30,935 
    

 

 

  

 

 

  

 

 

 
     17,552,010   17,158,364   17,167,669 
    

 

 

  

 

 

  

 

 

 

Operating expenses:

   36     

Labor

     1,966,156   1,869,763   1,893,745 

Commissions

     5,486,263   5,376,726   5,206,951 

Depreciation and amortization

   5    3,097,466   2,941,886   2,845,295 

Network interconnection

     875,045   954,267   957,605 

Leased line

     342,240  ��394,412   389,819 

Advertising

     522,753   438,453   405,005 

Rent

     520,244   517,305   493,586 

Cost of products that have been resold

     1,886,524   1,838,368   1,955,861 

Others

   29    1,630,747   1,523,766   1,524,377 
    

 

 

  

 

 

  

 

 

 
     16,327,438   15,854,946   15,672,244 
    

 

 

  

 

 

  

 

 

 

Operating profit

   5    1,224,572   1,303,418   1,495,425 

Finance income

   5,30    366,561   575,050   103,900 

Finance costs

   5,30    (433,616  (326,830  (350,100

Gain relating to investments in subsidiaries, associates and joint ventures, net

   1,5,12    2,245,732   544,501   786,140 
    

 

 

  

 

 

  

 

 

 

Profit before income tax

   5    3,403,249   2,096,139   2,035,365 

Income tax expense

   31    745,654   436,038   519,480 
    

 

 

  

 

 

  

 

 

 

Profit for the year

    2,657,595   1,660,101   1,515,885 
    

 

 

  

 

 

  

 

 

 

Attributable to:

      

Owners of the Parent Company

    2,599,829   1,675,967   1,518,604 

Non-controlling interests

     57,766   (15,866  (2,719

Earnings per share:

   32     

Basic and diluted earnings per share (in won)

    36,582   23,497   20,988 

See accompanying notes to the consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2017, 2016 and 2015

(In millions of won)  Note   2017  2016  2015 

Profit for the year

    2,657,595   1,660,101   1,515,885 

Other comprehensive income (loss)

      

Items that will never be reclassified to profit or loss, net of taxes:

      

Remeasurement of defined benefit liabilities

   21    5,921   (7,524  (14,489

Items that are or may be reclassified subsequently to profit or loss, net of taxes:

      

Net change in unrealized fair value ofavailable-for-sale financial assets

   28,30    158,440   (223,981  (3,661

Net change in other comprehensive income of investments in associates and joint ventures

   12,28    (141,008  (9,939  (5,709

Net change in unrealized fair value of derivatives

   22,28,30    22,586   (13,218  (1,271

Foreign currency translation differences for foreign operations

   28    (46,952  7,331   26,965 
    

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss) for the year, net of taxes

     (1,013  (247,331  1,835 
    

 

 

  

 

 

  

 

 

 

Total comprehensive income

    2,656,582   1,412,770   1,517,720 
    

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss) attributable to:

      

Owners of the Parent Company

    2,597,160   1,432,982   1,522,280 

Non-controlling interests

     59,422   (20,212  (4,560

See accompanying notes to the consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Comprehensive IncomeChanges in Equity

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)  Note  2015  2014  2013 

Profit for the year

   1,515,885    1,799,320    1,609,549  

Other comprehensive income (loss)

     

Items that will never be reclassified to profit or loss, net of taxes:

     

Remeasurement of defined benefit liabilities

   22    (14,489  (32,942  5,946  

Items that are or may be reclassified subsequently to profit or loss, net of taxes:

     

Net change in unrealized fair value of available-for-sale financial assets

   28,30    (3,661  27,267    2,009  

Net change in other comprehensive income of investments in associates and joint ventures

   13,28    (5,709  8,187    3,034  

Net change in unrealized fair value of derivatives

   23,28,30    (1,271  (45,942  11,222  

Foreign currency translation differences for foreign operations

   28    26,965    14,944    (3,714
   

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss) for the year

    1,835    (28,486  18,497  
   

 

 

  

 

 

  

 

 

 

Total comprehensive income

   1,517,720    1,770,834    1,628,046  
   

 

 

  

 

 

  

 

 

 

Total comprehensive income attributable to:

     

Owners of the Parent Company

   1,522,280    1,777,519    1,655,570  

Non-controlling interests

    (4,560  (6,685  (27,524
(In millions of won)    
   Attributable to owners  Non-
controlling
interests
    
   Share capital   Capital surplus
(deficit) and
others
  Hybrid
bonds
   Retained
earnings
  Reserves  Total   Total equity 

Balance at January 1, 2015

  44,639    (120,520  398,518    14,188,591   (4,489  14,506,739   741,531   15,248,270 

Total comprehensive income:

           

Profit (loss) for the year

              1,518,604      1,518,604   (2,719  1,515,885 

Other comprehensive income (loss)

              (13,402  17,078   3,676   (1,841  1,835 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
              1,505,202   17,078   1,522,280   (4,560  1,517,720 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with owners:

           

Annual dividends

              (595,865     (595,865  (143  (596,008

Interim dividends

              (72,629     (72,629     (72,629

Interest on hybrid bonds

              (16,840     (16,840     (16,840

Acquisition of treasury shares

       (490,192            (490,192     (490,192

Disposal of treasury shares

       425,744             425,744      425,744 

Changes in consolidation scope

                       (5,226  (5,226

Changes in ownership in subsidiaries

       (24,040      (832  (3,286  (28,158  (608,585  (636,743
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
       (88,488      (686,166  (3,286  (777,940  (613,954  (1,391,894
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2015

  44,639    (209,008  398,518    15,007,627   9,303   15,251,079   123,017   15,374,096 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at January 1, 2016

  44,639    (209,008  398,518    15,007,627   9,303   15,251,079   123,017   15,374,096 

Total comprehensive income:

           

Profit (loss) for the year

              1,675,967      1,675,967   (15,866  1,660,101 

Other comprehensive loss

              (7,499  (235,486  (242,985  (4,346  (247,331
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
              1,668,468   (235,486  1,432,982   (20,212  1,412,770 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with owners:

           

Annual dividends

              (635,482     (635,482  (300  (635,782

Interim dividends

              (70,609     (70,609     (70,609

Interest on hybrid bonds

              (16,840     (16,840     (16,840

Changes in ownership in subsidiaries

       10,269             10,269   42,526   52,795 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
       10,269       (722,931     (712,662  42,226   (670,436
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2016

  44,639    (198,739  398,518    15,953,164   (226,183  15,971,399   145,031   16,116,430 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See accompanying notes tothe consolidated financial statements.statements.

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Changes in Equity

For the years ended December 31, 2015, 2014 and 2013

(In millions of won)    
   Controlling interest  Non-
controlling
interests
    
   Share capital   Capital surplus
(deficit) and
other capital
adjustments
  Hybrid
bonds
   Retained
earnings
  Reserves  Sub-total   Total equity 

Balance, January 1, 2013

  44,639     (288,883       12,124,657    (25,636  11,854,777    1,000,005    12,854,782  

Cash dividends

                 (655,946      (655,946  (2,242  (658,188

Total comprehensive income

           

Profit (loss) for the year

                 1,638,964        1,638,964    (29,415  1,609,549  

Other comprehensive income

                 3,240    13,366    16,606    1,891    18,497  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                 1,642,204    13,366    1,655,570    (27,524  1,628,046  

Issuance of hybrid bonds

            398,518             398,518        398,518  

Interest on hybrid bonds

                 (8,420      (8,420      (8,420

Treasury stock

        271,536                 271,536        271,536  

Business combination under common control

        (61,854               (61,854      (61,854

Changes in ownership in subsidiaries

        (1,809               (1,809  (256,054  (257,863
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2013

  44,639     (81,010  398,518     13,102,495    (12,270  13,452,372    714,185    14,166,557  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, January 1, 2014

  44,639     (81,010  398,518     13,102,495    (12,270  13,452,372    714,185    14,166,557  

Cash dividends

                 (666,802      (666,802  (170  (666,972

Total comprehensive income

           

Profit (loss) for the year

                 1,801,178        1,801,178    (1,858  1,799,320  

Other comprehensive income (loss)

                 (31,440  7,781    (23,659  (4,827  (28,486
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                 1,769,738    7,781    1,777,519    (6,685  1,770,834  

Interest on hybrid bonds

                 (16,840      (16,840      (16,840

Changes in consolidation scope

                             23,667    23,667  

Business combination under common control

        (28,641               (28,641      (28,641

Changes in ownership in subsidiaries

        (10,869               (10,869  10,534    (335
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2014

  44,639     (120,520  398,518     14,188,591    (4,489  14,506,739    741,531    15,248,270  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Changes in Equity — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)    
   Controlling interest  Non-
controlling
interests
    
   Share capital   Capital surplus
(deficit) and
other capital
adjustments
  Hybrid
bonds
   Retained
earnings
  Reserves  Sub-total   Total equity 

Balance, January 1, 2015

  44,639     (120,520  398,518     14,188,591    (4,489  14,506,739    741,531    15,248,270  

Cash dividends

                 (668,494      (668,494  (143  (668,637

Total comprehensive income

           

Profit (loss) for the year

                 1,518,604        1,518,604    (2,719  1,515,885  

Other comprehensive income (loss)

                 (13,402  17,078    3,676    (1,841  1,835  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
                 1,505,202    17,078    1,522,280    (4,560  1,517,720  

Interest on hybrid bond

                 (16,840      (16,840      (16,840

Acquisition of treasury stock

        (490,192               (490,192      (490,192

Disposal of treasury stock

        425,744              425,744        425,744  

Changes in consolidation scope

                             (5,226  (5,226

Changes in ownership in subsidiaries

        (24,040       (832  (3,286  (28,158  (608,585  (636,743
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31, 2015

  44,639     (209,008  398,518     15,007,627    9,303    15,251,079    123,017    15,374,096  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
(In millions of won)    
   Attributable to owners  Non-
controlling
interests
    
   Share capital   Capital surplus
(deficit) and
others
  Hybrid
bonds
   Retained
earnings
  Reserves  Total   Total equity 

Balance at January 1, 2017

  44,639    (198,739  398,518    15,953,164   (226,183  15,971,399   145,031   16,116,430 

Total comprehensive income:

           

Profit for the year

              2,599,829      2,599,829   57,766   2,657,595 

Other comprehensive income (loss)

              5,875   (8,544  (2,669  1,656   (1,013
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
              2,605,704   (8,544  2,597,160   59,422   2,656,582 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Transactions with owners:

           

Annual dividends

              (635,482     (635,482  (281  (635,763

Interim dividends

              (70,609     (70,609     (70,609

Interest on hybrid bonds

              (16,840     (16,840     (16,840

Share option

       414             414      414 

Changes in ownership in subsidiaries

       (3,912      9      (3,903  (17,116  (21,019
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
       (3,498      (722,922     (726,420  (17,397  (743,817
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2017

  44,639    (202,237  398,518    17,835,946   (234,727  17,842,139   187,056   18,029,195 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)  2015  2014  2013 

Cash flows from operating activities:

    

Cash generated from operating activities

    

Profit for the year

  1,515,885    1,799,320    1,609,549  

Adjustments for income and expenses (Note 39)

   3,250,143    2,978,995    3,275,376  

Changes in assets and liabilities related to operating activities (Note 39)

   (685,734  (707,333  (969,870
  

 

 

  

 

 

  

 

 

 

Sub-total

   4,080,294    4,070,982    3,915,055  

Interest received

   43,400    56,706    64,078  

Dividends received

   62,973    13,048    10,197  

Interest paid

   (275,796  (280,847  (300,104

Income tax paid

   (132,742  (182,504  (130,656
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   3,778,129    3,677,385    3,558,570  
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

    

Cash inflows from investing activities:

    

Decrease in short-term financial instruments, net

       5,627    186,425  

Decrease in short-term investment securities, net

   105,158          

Collection of short-term loans

   398,308    207,439    290,856  

Decrease in long-term financial instruments

   7,424    2,535    16  

Proceeds from disposals of long-term investment securities

   149,310    65,287    287,777  

Proceeds from disposals of investments in associates and joint ventures

   185,094    7,333    43,249  

Proceeds from disposals of property and equipment

   36,586    25,143    12,579  

Proceeds from disposals of intangible assets

   3,769    10,917    2,256  

Proceeds from disposal of assets held for sale

   1,009    3,667    190,393  

Collection of long-term loans

   2,132    4,454    13,104  

Decrease in deposits

   14,635    8,891    8,509  

Proceeds from disposals of other non-current assets

   607    94    683  

Proceeds from disposals of subsidiaries

   155        215,939  

Increase in cash due to acquisitions of subsidiaries

   10,355          
  

 

 

  

 

 

  

 

 

 

Sub-total

   914,542    341,387    1,251,786  

Cash outflows for investing activities:

    

Increase in short-term financial instruments, net

   (385,612        

Increase in short-term investment securities, net

       (174,209  (45,032

Increase in short-term loans

   (370,378  (202,501  (279,926

Increase in long-term loans

   (16,701  (4,341  (4,050

Increase in long-term financial instruments

   (10,008  (2,522  (7,510

Acquisitions of long-term investment securities

   (312,261  (41,305  (22,141

Acquisitions of investments in associates and joint ventures

   (65,080  (60,020  (97,366

Acquisitions of property and equipment

   (2,478,778  (3,008,026  (2,879,126

Acquisitions of intangible assets

   (127,948  (130,667  (243,163

Cash held by disposal group classified as held for sale

       (552    

Increase in deposits

   (12,536  (6,903  (83,314

Increase in other non-current assets

   (2,542  (18,233  (1,830

Acquisitions of businesses, net of cash acquired

   (13,197  (375,273  (94,805
  

 

 

  

 

 

  

 

 

 

Sub-total

   (3,795,041  (4,024,552  (3,758,263
  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

  (2,880,499  (3,683,165  (2,506,477
  

 

 

  

 

 

  

 

 

 

(In millions of won)  2017  2016  2015 

Cash flows from operating activities:

    

Cash generated from operating activities

    

Profit for the year

  2,657,595   1,660,101   1,515,885 

Adjustments for income and expenses (Note 38)

   2,096,764   3,039,561   3,250,143 

Changes in assets and liabilities related to operating activities (Note 38)

   (261,468  13,764   (685,734
  

 

 

  

 

 

  

 

 

 

Sub-total

   4,492,891   4,713,426   4,080,294 

Interest received

   66,713   44,602   43,400 

Dividends received

   106,674   98,267   62,973 

Interest paid

   (234,127  (245,236  (275,796

Income tax paid

   (576,331  (367,891  (132,742
  

 

 

  

 

 

  

 

 

 

Net cash provided by operating activities

   3,855,820   4,243,168   3,778,129 
  

 

 

  

 

 

  

 

 

 

Cash flows from investing activities:

    

Cash inflows from investing activities:

    

Decrease in short-term financial instruments, net

      222,322    

Decrease in short-term investment securities, net

         105,158 

Collection of short-term loans

   216,700   238,980   398,308 

Decrease in long-term financial instruments

   27   28   7,424 

Proceeds from disposals of long-term investment securities

   129,726   555,519   149,310 

Proceeds from disposals of investments in associates and joint ventures

   5,925   66,852   185,094 

Proceeds from disposals of property and equipment

   29,368   22,549   36,586 

Proceeds from disposals of intangible assets

   8,848   16,532   3,769 

Proceeds from disposals of assets held for sale

         1,009 

Collection of long-term loans

   6,205   1,960   2,132 

Decrease in deposits

   24,550   14,894   14,635 

Proceeds from disposals of othernon-current assets

   1,185   728   607 

Proceeds from disposals of subsidiaries

   30,132      155 

Increase in cash due to merger

   4,112      10,355 

Receipt of government grants

      300    
  

 

 

  

 

 

  

 

 

 

Sub-total

   456,778   1,140,664   914,542 

Cash outflows for investing activities:

    

Increase in short-term financial instruments, net

   (156,012     (385,612

Increase in short-term investment securities, net

   (28,975  (6,334   

Increase in short-term loans

   (205,878  (239,303  (370,378

Increase in long-term loans

   (5,869  (32,287  (16,701

Increase in long-term financial instruments

   (2,034  (342  (10,008

Acquisitions of long-term investment securities

   (19,328  (30,949  (312,261

Acquisitions of investments in associates and joint ventures

   (193,100  (130,388  (65,080

Acquisitions of property and equipment

   (2,715,859  (2,490,455  (2,478,778

Acquisitions of intangible assets

   (145,740  (635,387  (127,948

Increase in deposits

   (26,377  (12,943  (12,536

Increase in othernon-current assets

   (47  (763  (2,542

Acquisitions of businesses, net of cash acquired

      (4,498  (13,197

Acquisitions of subsidiaries, net of cash acquired

   (26,566  (19,032   

Liquidation of subsidiary

   (1,600  (191   
  

 

 

  

 

 

  

 

 

 

Sub-total

   (3,527,385  (3,602,872  (3,795,041
  

 

 

  

 

��

  

 

 

 

Net cash used in investing activities

  (3,070,607  (2,462,208  (2,880,499
  

 

 

  

 

 

  

 

 

 

 

F-10

See accompanying notes to the consolidated financial statements.


SK TELECOM CO., LTD. and Subsidiaries

Consolidated Statements of Cash Flows — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)  2015 2014 2013   2017 2016 2015 

Cash flows from financing activities:

        

Cash inflows from financing activities:

        

Increase in short-term borrowings, net

      102,868      

Proceeds from short-term borrowings, net

  127,386       

Proceeds from issuance of debentures

   1,375,031    1,255,468    1,328,694     973,291  776,727  1,375,031 

Proceeds from long-term borrowings

       62,552    105,055     120,000  49,000    

Proceeds from issuance of hybrid bonds

           398,518  

Cash inflows from settlement of derivatives

   175    200    19,970     188  251  175 

Cash received from transfer of interests in subsidiaries tonon-controlling interests

   40,938  35,646    
  

 

  

 

  

 

   

 

  

 

  

 

 

Sub-total

   1,375,206    1,421,088    1,852,237     1,261,803  861,624  1,375,206 

Cash outflows for financing activities:

        

Decrease in short-term borrowings, net

   (106,600      (340,245     (257,386 (106,600

Repayments of long-term account payables-other

   (191,436  (207,791  (161,575   (305,476 (122,723 (191,436

Repayments of debentures

   (620,000  (1,039,938  (771,976   (842,733 (770,000 (620,000

Repayments of long-term borrowings

   (21,924  (23,284  (467,217   (32,701 (33,387 (21,924

Cash outflows from settlement of derivatives

   (655  (6,444       (105,269    (655

Payments of finance lease liabilities

   (3,206  (19,388  (20,342     (26 (3,206

Payments of dividends

   (668,494  (666,802  (655,946   (706,091 (706,091 (668,494

Payments of interest on hybrid bonds

   (16,840  (16,840       (16,840 (16,840 (16,840

Acquisitions of treasury stock

   (490,192        

Cash outflows related to equity interest transactions

   (220,442      (8,093

Acquisitions of treasury shares

        (490,192

Transactions withnon-controlling shareholders

   (79,311    (220,442
  

 

  

 

  

 

   

 

  

 

  

 

 

Sub-total

   (2,339,789  (1,980,487  (2,425,394   (2,088,421 (1,906,453 (2,339,789
  

 

  

 

  

 

   

 

  

 

  

 

 

Net cash used in financing activities

   (964,583  (559,399  (573,157   (826,618  (1,044,829  (964,583
  

 

  

 

  

 

   

 

  

 

  

 

 

Net increase (decrease) in cash and cash equivalents

   (66,953  (565,179  478,936     (41,405  736,131   (66,953

Cash and cash equivalents at beginning of the year

   834,429    1,398,639    920,125     1,505,242  768,922  834,429 

Effects of exchange rate changes on cash and cash equivalents

   1,446    969    (422   (6,102 189  1,446 
  

 

  

 

  

 

   

 

  

 

  

 

 

Cash and cash equivalents at end of the year

  768,922    834,429    1,398,639     1,457,735   1,505,242   768,922 
  

 

  

 

  

 

   

 

  

 

  

 

 

See accompanying notes to the consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

1.1.Reporting Entity

(1)    General

SK Telecom Co., Ltd. (“the Parent Company”) was incorporated in March 1984 under the laws of the Republic of Korea (“Korea”) to engage in providingprovide cellular telephone communication services in Korea. The Parent Company mainly provides wireless telecommunications services in Korea. The head office of the Parent Company is located at 65,Eulji-ro,Jung-gu, Seoul, Korea.

The Parent Company’s common shares and depositary receipts (DRs) are listed on the Stock Market of Korea Exchange, the New York Stock Exchange and the London Stock Exchange. As of December 31, 2015,2017, the Parent Company’s total issued shares are held by the following:following shareholders:

 

   Number of
shares
   Percentage of
total shares issued (%)
 

SK Holdings Co., Ltd.(*)

   20,363,452     25.22  

National Pension Service

   6,963,591     8.63  

Institutional investors and other minority stockholders

   43,282,117     53.60  

Treasury stock

   10,136,551     12.55  
  

 

 

   

 

 

 

Total number of shares

   80,745,711     100.00  
  

 

 

   

 

 

 

(*) During the year ended December 31, 2015, SK C&C Co., Ltd., the ultimate controlling entity’s investee accounted using the equity method, merged SK Holdings Co., Ltd., the ultimate controlling entity of the Parent Company, and changed its name to SK Holdings Co., Ltd.

   Number of
shares
   Percentage of
total shares issued(%)
 

SK Holdings Co., Ltd.

   20,363,452    25.22 

National Pension Service

   7,392,350    9.16 

Institutional investors and other minority shareholders

   42,853,358    53.07 

Treasury shares

   10,136,551    12.55 
  

 

 

   

 

 

 

Total number of shares

   80,745,711    100.00 
  

 

 

   

 

 

 

These consolidated financial statements comprise the Parent Company and its subsidiaries (together referred to as the “Group” and individuals as “Group entities”). SK Holdings Co., Ltd. is the ultimate controlling entity of the Parent Company.

(2)    List of subsidiaries

The list of subsidiaries as of December 31, 20152017 and 20142016 is as follows:

 

      Ownership (%) 

Subsidiary

 

Location

 

Primary business

 Dec. 31,
2015
  Dec. 31,
2014
 

SK Telink Co., Ltd.

 Korea Telecommunication and MVNO service  83.5    83.5  

M&Service Co., Ltd.

 Korea Data base and internet website service  100.0    100.0  

SK Communications Co., Ltd.

 Korea Internet website services  64.6    64.6  

Stonebridge Cinema Fund

 Korea Investment association  55.2    56.0  

Commerce Planet Co., Ltd.

 Korea Online shopping mall operation agency  100.0    100.0  

SK Broadband Co., Ltd.(*1,4)

 Korea Telecommunication services  100.0    50.6  

K-net Culture and Contents Venture Fund

 Korea Investment association  59.0    59.0  

Fitech Focus Limited Partnership II

 Korea Investment association  66.7    66.7  

Open Innovation Fund

 Korea Investment association  98.9    98.9  

PS&Marketing Corporation

 Korea Communications device retail business  100.0    100.0  

Service Ace Co., Ltd.

 Korea Customer center management service  100.0    100.0  

Service Top Co., Ltd.

 Korea Customer center management service  100.0    100.0  

Network O&S Co., Ltd.

 Korea Base station maintenance service  100.0    100.0  

BNCP Co., Ltd.(*5)

 Korea Internet website services      100.0  

Iconcube Holdings, Inc.(*5)

 Korea Investment association      100.0  

Iconcube, Inc.(*5)

 Korea Internet website services      100.0  
      Ownership (%)(*1) 

Subsidiary

 

Location

 

Primary business

 Dec. 31,
2017
  Dec. 31,
2016
 
Subsidiaries owned by the Parent Company 

SK Telink Co., Ltd.(*2)

 Korea Telecommunication and MVNO service  100.0   85.9 
 

SK Communications Co., Ltd.(*3)

 Korea Internet website services  100.0   64.5 
 

SK Broadband Co., Ltd

 Korea Telecommunication services  100.0   100.0 
 

PS&Marketing Corporation

 Korea Communications device retail business  100.0   100.0 
 

SERVICEACE Co., Ltd.

 Korea Customer center management service  100.0   100.0 
 

SERVICE TOP Co., Ltd.

 Korea Customer center management service  100.0   100.0 
 

Network O&S Co., Ltd.

 Korea Base station maintenance service  100.0   100.0 
 

SK Planet Co., Ltd.

 Korea Telecommunication service  98.1   98.1 
 

IRIVER LIMITED(*4, 5)

 Korea Manufacturing digital audio players and other portable media devices.  45.9   48.9 
 

SK Telecom China Holdings Co., Ltd.

 China Investment  100.0   100.0 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

      Ownership (%) 

Subsidiary

 

Location

 

Primary business

 Dec. 31,
2015
  Dec. 31,
2014
 

SK Planet Co., Ltd.

 Korea Telecommunication service  100.0    100.0  

Neosnetworks Co., Ltd.(*2)

 Korea Guarding of facilities  83.9    66.7  

IRIVER LIMITED(*3)

 Korea Manufacturing digital audio players and other portable media devices.  49.0    49.0  

Iriver CS Co., Ltd.(*5)

 Korea After-sales service and logistics agency      100.0  

iriver Enterprise Ltd.

 Hong Kong Management of Chinese subsidiary  100.0    100.0  

iriver America Inc.

 USA Marketing and sales in North America  100.0    100.0  

iriver Inc.

 USA Marketing and sales in North America  100.0    100.0  

iriver China Co., Ltd.

 China Sales and manufacturing MP3,4 in China  100.0    100.0  

Dongguan iriver Electronics Co., Ltd.

 China Sales and manufacturing e-book in China  100.0    100.0  

Groovers JP Ltd.(*5)

 Japan Digital music contents sourcing and distribution service  100.0      

SK Telecom China Holdings Co., Ltd.

 China Investment association  100.0    100.0  

Shenzhen E-eye High Tech Co., Ltd.(*5)

 China Manufacturing      65.5  

SK Global Healthcare Business Group, Ltd.

 Hong Kong Investment association  100.0    100.0  

SK Planet Japan, K. K.

 Japan Digital contents sourcing service  100.0    100.0  

SKT Vietnam PTE. Ltd.

 Singapore Telecommunication service  73.3    73.3  

SK Planet Global PTE. Ltd.

 Singapore Digital contents sourcing service  100.0    100.0  

SKP GLOBAL HOLDINGS PTE. LTD.

 Singapore Investment association  100.0    100.0  

SKT Americas, Inc.

 USA Information gathering and consulting  100.0    100.0  

SKP America LLC.

 USA Digital contents sourcing service  100.0    100.0  

YTK Investment Ltd.

 Cayman Investment association  100.0    100.0  

Atlas Investment

 Cayman Investment association  100.0    100.0  

Technology Innovation Partners, L.P.

 USA Investment association  100.0    100.0  

SK Telecom China Fund I L.P.

 Cayman Investment association  100.0    100.0  

Entrix Co., Ltd.(*5)

 Korea Cloud streaming services  100.0      

shopkick Management Company, Inc.

 USA Investment association  95.2    95.2  

shopkick, Inc.

 USA Mileage-based online transaction app development  100.0    100.0  
      Ownership (%)(*1) 

Subsidiary

 

Location

 

Primary business

 Dec. 31,
2017
  Dec. 31,
2016
 
 

SK Global Healthcare Business Group, Ltd.

 Hong Kong Investment  100.0   100.0 
 

SKT Vietnam PTE. Ltd.

 Singapore Telecommunication service  73.3   73.3 
 

SKT Americas, Inc.

 USA Information gathering and consulting  100.0   100.0 
 

YTK Investment Ltd.

 Cayman Islands Investment association  100.0   100.0 
 

Atlas Investment

 Cayman Islands Investment association  100.0   100.0 
 

Entrix Co., Ltd.(*6)

 Korea Cloud streaming services     100.0 
 

SK techx Co., Ltd.

 Korea System software development and supply  100.0   100.0 
 

One Store Co., Ltd.

 Korea Telecommunication services  65.5   65.5 
Subsidiaries owned by SK Planet Co., Ltd. 

SK m&service Co., Ltd. (formerly, M&Service Co., Ltd.)

 Korea Data base and internet website service  100.0   100.0 
 

SK Planet Japan, K. K.(*5)

 Japan Digital contents sourcing service  79.5   100.0 
 

SK Planet Global PTE. Ltd.

 Singapore Digital contents sourcing service  100.0   100.0 
 

SKP GLOBAL HOLDINGS PTE. LTD.

 Singapore Investment  100.0   100.0 
 

SKP America LLC.

 USA Digital contents sourcing service  100.0   100.0 
 

shopkick Management Company, Inc.

 USA Investment  100.0   100.0 
 

shopkick, Inc.

 USA Reward points-basedin-store shopping app development  100.0   100.0 
 

Planet11E-commerce Solutions India Pvt. Ltd.(*6)

 India Electronic commerce platform service     99.0 
 

11street (Thailand) Co., Ltd.

 Thailand Electronic commerce  100.0   100.0 
 

Hello Nature Ltd.

 Korea Retail of agro-fisheries and livestock  100.0   100.0 
Subsidiaries owned by IRIVER LIMITED 

iriver Enterprise Ltd.

 Hong Kong Management of Chinese subsidiary  100.0   100.0 
 

iriver Inc.

 USA Marketing and sales in North America  100.0   100.0 
 

iriver China Co., Ltd.

 China Sales and manufacturing MP3,4 in China  100.0   100.0 
 

Dongguan iriver Electronics Co., Ltd.

 China Sales and manufacturinge-book in China  100.0   100.0 
 

groovers JP Ltd.

 Japan Digital music contents sourcing and distribution service  100.0   100.0 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

      Ownership (%)(*1) 

Subsidiary

 

Location

 

Primary business

 Dec. 31,
2017
  Dec. 31,
2016
 
 

S.M. LIFE DESIGN COMPANY JAPAN INC.(*6)

 Japan Selling of goods in Japan  100.0    
 

S.M. Mobile Communications JAPAN Inc.(*6)

 Japan Digital contents service  100.0    

Subsidiaries

owned by SK

Telink Co., Ltd.

 

NSOK Co., Ltd. (formerly, Neosnetworks Co., Ltd.)(*7)

 Korea Guarding of facilities  100.0   100.0 

Subsidiaries

owned by SK

techx Co., Ltd.

 

K-net Culture and Contents Venture Fund

 Korea Capital investing in startups  59.0   59.0 
Subsidiaries owned by SK Broadband Co., Ltd. 

Home & Service Co., Ltd.(*6)

 Korea Operation of information and communication facility  100.0    
 

SK stoa Co., Ltd.(*6)

 Korea Other telecommunication retail business  100.0    

Others(*8)

 

SK Telecom Innovation Fund, L.P.

 USA Investment  100.0   100.0 
 

SK Telecom China Fund I L.P.

 Cayman Islands Investment  100.0   100.0 
 

Stonebridge Cinema Fund(*6)

 Korea Capital investing in startups     60.0 

 

 

(*1)On March 20, 2015, the Board of Directors ofThe ownership interest represents direct ownership interest in subsidiaries either by the Parent Company decided to grant 0.0168936 share of its treasury stock in exchange for 1 share of SK Broadband Co., Ltd., a subsidiary of the Parent Company, to the shareholders of SK Broadband Co., Ltd. as of June 9, 2015. After the stock exchange, SK Broadband Co., Ltd. became a wholly-owned subsidiaryor subsidiaries of the Parent Company.

 

(*2)DueOn September 28, 2017, the board of directors of the Parent Company resolved to acquire the shareholders’ agreement which grants put option toshares of SK Telink Co., Ltd. held by thenon-controlling shareholders this entity is consolidated as a wholly owned subsidiaryof SK Telink Co., Ltd. on December 14, 2017 at ₩270,583 per share in the consolidated financial statements.cash. The Parent Company newly acquired 50,377paid ₩35,281 million in cash, in aggregate, and 326,748 shares of Neosnetworkswholly owns SK Telink Co., Ltd. by participating in the capital increase and capital increase without consideration, respectively during the year endedas of December 31, 2015.2017.

 

(*3)On November 24, 2016, the board of directors of the Parent Company resolved to acquire all of the shares of SK Communications Co., Ltd. held by thenon-controlling shareholders of SK Communications Co., Ltd. on February 7, 2017 at ₩2,814 per share in cash. The Parent Company paid ₩41,550 million in cash ,in aggregate, and wholly owns SK Communications Co., Ltd. as of December 31, 2017.

(*4)Although the Group has less than 50% of the voting rights of IRIVER LIMITED, itthe Group is considered to have de facto control over IRIVER LIMITED since the Group holds significantly more voting rights than any other vote holder or organized group of vote holders, and the other shareholdings are widely dispersed.

 

(*4)5)

On November 2, 2015,The ownership interest changed due to the boardnon-proportional capital increase during the year ended December 31, 2017.

(*6)Details of directorschanges in consolidation scope for the year ended December 31, 2017 are presented in Note1-(4).

(*7)During the year ended December 31, 2017, Neosnetworks Co., Ltd. changed its name to NSOK Co., Ltd.

(*8)Others are owned together by Atlas Investment and one other subsidiary of the Parent Company entered into a share purchase agreement to acquire 30%(23,234,060 shares) of the issued and outstanding common shares of CJ Hello Vision Co., Ltd. (“CJ Hello Vision”) from CJ O Shopping Co., Ltd. (“CJ O Shopping”) for an aggregate purchase price of

Company.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

(3)    Condensed financial information of subsidiaries

Condensed financial information of the significant subsidiaries as of and for the year ended December 31, 2017 is as follows:

(In millions of won)  As of December 31, 2017   2017 

Subsidiary

  Total
assets
   Total
liabilities
   Total
equity
   Revenue   Profit
(loss)
 

SK Telink Co., Ltd.

  455,685    104,727    350,958    389,944    32,728 

SK m&service Co., Ltd. (formerly, M&Service Co., Ltd.)

   113,515    62,795    50,720    193,256    1,249 

SK Communications Co., Ltd.

   90,923    28,410    62,513    47,546    (35,454

SK Broadband Co., Ltd.

   3,802,349    2,616,317    1,186,032    3,050,083    32,030 

K-net Culture and Contents Venture Fund

   250,747    35,900    214,847        196,250 

PS&Marketing Corporation

   506,883    288,881    218,002    1,766,142    391 

SERVICEACE Co., Ltd.

   77,681    45,501    32,180    197,408    2,599 

SERVICE TOP Co., Ltd.

   65,406    41,860    23,546    186,117    3,309 

Network O&S Co., Ltd.

   87,000    45,248    41,752    255,841    6,283 

SK Planet Co., Ltd.

   1,534,866    920,677    614,189    1,082,685    (513,667

IRIVER LIMITED(*)

   130,878    17,204    113,674    69,452    (14,092

SKP America LLC.

   412,251        412,251        (57

SK techx Co., Ltd.

   237,700    41,561    196,139    195,948    26,827 

One Store Co., Ltd.

   104,891    39,874    65,017    115,596    (27,254

Home & Service Co., Ltd.

   83,698    38,350    45,348    141,739    11 

shopkick Management Company, Inc.

   338,650        338,650        (238

shopkick, Inc.

   37,336    32,219    5,117    48,836    (25,249

 

(*)₩500 billion. According toThe condensed financial information of IRIVER LIMITED is consolidated financial information including iriver Enterprise Ltd. and six other subsidiaries of IRIVER LIMITED. Information for the share purchase agreement, the Parent Company will grant put option (exercisable at a price of ₩26,994 during the two year period following the third anniversary of the transaction closing date) to CJ O Shopping and be granted call option (exercisable at a price of ₩26,994 during the five year period following the closing date) on CJ O Shopping’s remaining shares in CJ Hello Vision. On November 2, 2015, the board of directors of SK Broadband Co., Ltd. (“SK Broadband”), a subsidiary of the Parent Company, held a meeting to resolve the merger of SK Broadband into CJ Hello Vision, and SK Broadband entered into a merger agreement with CJ Hello Vision. Under the agreement, SK Broadband will be merged into CJ Hello Vision on or after the transaction closing date through an exchange of shares, after which the Parent Company will have a 78.3% equity interestother subsidiaries in the merged company. As of December 31, 2015, the approval of relevant government agencies for the share purchase and the merger has not been completed, and the transaction closing dateabove summary is subject to be changed dependingbased on various conditions including the approval of government agencies.their separate financial statements.

(*5)Changes in subsidiaries are explained in Note 1-(4).

In accordance with the Group’s accounting policy relating to the scope of consolidation, small-sized subsidiaries including IM Shopping Inc. were excluded from the list of subsidiaries as the effects on the Group’s consolidated financial statements are not material considering both individual and overall quantitative and qualitative effects.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(3)    Condensed financial information of subsidiaries

Condensed financial information of the significant subsidiaries as of and for the year ended December 31, 2016 is as follows:

(In millions of won)  As of December 31, 2016   2016 

Subsidiary

  Total
assets
   Total
liabilities
   Total
equity
   Revenue   Profit
(loss)
 

SK Telink Co., Ltd.

  440,956    122,741    318,215    406,930    61,585 

SK m&service Co., Ltd. (formerly, M&Service Co., Ltd.)

   107,768    56,596    51,172    173,816    4,958 

SK Communications Co., Ltd.

   128,233    31,592    96,641    58,154    (20,411

SK Broadband Co., Ltd.

   3,523,494    2,376,429    1,147,065    2,942,976    21,526 

PS&Marketing Corporation

   546,803    328,846    217,957    1,679,735    11,908 

SERVICEACE Co., Ltd.

   67,735    40,014    27,721    199,828    3,605 

SERVICE TOP Co., Ltd.

   59,004    39,121    19,883    186,740    3,971 

Network O&S Co., Ltd.

   69,774    35,798    33,976    218,917    3,755 

SK Planet Co., Ltd.(*1)

   1,935,663    834,151    1,101,512    1,177,323    (30,959

IRIVER LIMITED(*2)

   50,075    11,941    38,134    52,328    (9,987

SKP America LLC.

   439,209        439,209        1,226 

SK techx Co., Ltd.

   212,819    52,563    160,256    193,396    28,213 

One Store Co., Ltd.

   134,207    41,738    92,469    106,809    (22,161

shopkick Management Company, Inc.

   354,627        354,627        (85

shopkick, Inc.

   37,947    34,024    3,923    45,876    (27,149

(*1)The separate financial information of SK Planet Co., Ltd. includespre-merger income and expenses of Commerce Planet Co., Ltd. prior to the merger date of February 1, 2016.

(*2)The condensed financial information of IRIVER LIMITED is consolidated financial information including iriver Enterprise Ltd. and five other subsidiaries of IRIVER LIMITED.

Condensed financial information of the significant subsidiaries as of and for the year ended December 31, 2015 is as follows:

 

(In millions of won) 

Subsidiary

  Total
assets
   Total
liabilities
   Total
equity

(deficit)
  Revenue   Profit
(loss)
 

SK Telink Co., Ltd.

  309,955     113,878     196,077    431,368     55,781  

M&Service Co., Ltd.

   89,452     42,414     47,038    143,255     5,549  

SK Communications Co., Ltd.

   152,496     35,014     117,482    80,147     (14,826

Stonebridge Cinema Fund

   7,797     523     7,274         3,290  

Commerce Planet Co., Ltd.

   26,291     33,660     (7,369  78,647     (3,003

SK Broadband Co., Ltd.

   3,291,707     2,170,484     1,121,223    2,731,344     10,832  

K-net Culture and Contents Venture Fund

   13,169          13,169         (421

Fitech Focus Limited Partnership II

   18,249          18,249         (1,085

Open Innovation Fund

   19,455          19,455         (2,348

PS&Marketing Corporation

   509,580     300,364     209,216    1,791,944     4,835  

Service Ace Co., Ltd.

   65,424     34,240     31,184    206,338     2,778  

Service Top Co., Ltd.

   61,897     38,482     23,415    197,092     4,396  

Network O&S Co., Ltd.

   77,426     48,069     29,357    210,676     6,466  

SK Planet Co., Ltd.

   2,406,988     784,631     1,622,357    1,624,630     (75,111

Neosnetworks Co., Ltd.

   68,361     15,583     52,778    61,092     (5,615

IRIVER LIMITED(*1)

   60,434     12,377     48,057    55,637     635  

SK Telecom China Holdings Co., Ltd.

   37,748     2,111     35,637    10,764     (10,124

SK Global Healthcare Business Group, Ltd.

   25,768          25,768         (106

SK Planet Japan, K. K.

   5,068     1,021     4,047    699     (4,988

SKT Vietnam PTE. Ltd.

   4,523     1,371     3,152           

SK Planet Global PTE. Ltd.

   1,570     218     1,352    1     (4,069

SKP GLOBAL HOLDINGS PTE. LTD.

   28,320     16     28,304         (23,918

SKT Americas, Inc.

   51,138     837     50,301    9,132     (3,204

SKP America LLC.

   380,141          380,141         791  

YTK Investment Ltd.

   16,318          16,318         (3,210

Atlas Investment(*2)

   77,750     199     77,551         (2,429

Entrix Co., Ltd.

   30,876     3,186     27,690    4,895     (1,826

shopkick Management Company, Inc.

   306,248     7     306,241    7     (2,455

shopkick, Inc.

   25,388     32,243     (6,855  33,851     (52,390
(In millions of won)  As of December 31, 2015  2015 

Subsidiary

  Total
assets
   Total
liabilities
   Total
equity
  Revenue   Profit
(loss)
 

SK Telink Co., Ltd.

  309,955    113,878    196,077   431,368    55,781 

SK m&service Co., Ltd. (formerly, M&Service Co., Ltd.)

   89,452    42,414    47,038   143,255    5,549 

SK Communications Co., Ltd.

   152,496    35,014    117,482   80,147    (14,826

SK Broadband Co., Ltd.

   3,291,707    2,170,484    1,121,223   2,731,344    10,832 

PS&Marketing Corporation

   509,580    300,364    209,216   1,791,944    4,835 

SERVICEACE Co., Ltd.

   65,424    34,240    31,184   206,338    2,778 

SERVICE TOP Co., Ltd.

   61,897    38,482    23,415   197,092    4,396 

Network O&S Co., Ltd.

   77,426    48,069    29,357   210,676    6,466 

SK Planet Co., Ltd.

   2,406,988    784,631    1,622,357   1,624,630    (75,111

IRIVER LIMITED(*)

   60,434    12,377    48,057   55,637    635 

SKP America LLC.

   380,141        380,141       791 

Entrix Co., Ltd.

   30,876    3,186    27,690   4,895    (1,826

shopkick Management Company, Inc.

   306,248    7    306,241   7    (2,455

shopkick, Inc.

   25,388    32,243    (6,855  33,851    (52,390

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

 

(*1))The condensed financial information of IRIVER LIMITED includesis consolidated financial information ofincluding iriver Enterprise Ltd., iriver America Inc., iriver Inc., iriver China Co., Ltd., Dongguan iriver Electronics Co., Ltd. and Groovers JP Ltd.,five other subsidiaries of IRIVER LIMITED.

(*2)The financial information of Atlas Investment includes financial information of Technology Innovation Partners, L.P. and SK Telecom China Fund I L.P., subsidiaries of Atlas Investment.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

Condensed financial information of subsidiaries as of and for the year ended December 31, 2014 is as follows:

(In millions of won) 

Subsidiary

  Total
assets
   Total
liabilities
   Total
equity

(deficit)
  Revenue   Profit
(loss)
 

SK Telink Co., Ltd.

  324,028     184,074     139,954    465,463     13,073  

M&Service Co., Ltd.

   78,826     36,817     42,009    133,789     7,458  

SK Communications Co., Ltd.

   176,168     41,987     134,181    93,910     (18,386

Stonebridge Cinema Fund

   11,137     320     10,817         383  

Commerce Planet Co., Ltd.

   26,078     27,259     (1,181  64,509     933  

SK Broadband Co., Ltd.

   3,109,991     1,988,379     1,121,612    2,654,381     4,307  

K-net Culture and Contents Venture Fund

   21,094     4     21,090         4,920  

Fitech Focus Limited Partnership II

   19,301          19,301         (2,055

Open Innovation Fund

   21,765          21,765         (6,266

PS&Marketing Corporation

   544,292     336,221     208,071    1,627,217     2,817  

Service Ace Co., Ltd.

   66,336     37,770     28,566    207,427     3,570  

Service Top Co., Ltd.

   57,032     36,723     20,309    188,835     3,503  

Network O&S Co., Ltd.

   71,348     45,770     25,578    211,916     3,823  

BNCP Co., Ltd.

   6,785     5,887     898    12,869     (1,505

Iconcube Holdings, Inc.(*1)

   1,415     515     900    630     (2,284

SK Planet Co., Ltd.

   2,579,286     746,832     1,832,454    1,512,492     1,593  

Neosnetworks Co., Ltd.

   31,633     13,251     18,382    33,302     (1,989

IRIVER LIMITED(*2)

   61,945     14,392     47,553    53,192     2,345  

SK Telecom China Holdings Co., Ltd.

   37,877     2,335     35,542    12,420     1,058  

Shenzhen E-eye High Tech Co., Ltd.

   15,566     408     15,158    3,637     (1,143

SK Global Healthcare Business Group, Ltd.

   25,874          25,874         (689

SK Planet Japan, K. K.

   5,222     1,638     3,584    93     (4,561

SKT Vietnam PTE. Ltd.

   4,242     1,286     2,956         (73

SK Planet Global PTE. Ltd.

   4,215     64     4,151    87     (2,543

SKP GLOBAL HOLDINGS PTE. LTD.

   29,529     11     29,518         (9,716

SKT Americas, Inc.

   42,159     554     41,605    9,100     (5

SKP America LLC.

   297,981     67     297,914         (2,370

YTK Investment Ltd.

   27,944          27,944         (15,259

Atlas Investment(*3)

   66,825     94     66,731         (6,626

shopkick Management Company, Inc.

   230,925          230,925           

shopkick, Inc.

   28,216     13,698     14,518           

(*1)The condensed financial information of Iconcube Holdings, Inc. includes financial information of Iconcube, Inc., a subsidiary of Iconcube Holdings, Inc.

(*2)The condensed financial information of IRIVER LIMITED includes financial information of iriver CS Co., Ltd., iriver Enterprise Ltd., iriver America Inc., iriver Inc., iriver China Co., Ltd., and Dongguan iriver Electronics Co., Ltd., subsidiaries of IRIVER LIMITED.

(*3)The financial information of Atlas Investment includes financial information of Technology Innovation Partners, L.P. and SK Telecom China Fund I L.P., subsidiaries of Atlas Investment.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

Condensed financial information of subsidiaries as of and for the year ended December 31, 2013 is as follows:

(In millions of won) 

Subsidiary

  Total assets   Total
liabilities
   Total
equity

(deficit)
  Revenue   Profit
(loss)
 

SK Telink Co., Ltd.

  252,475     125,807     126,668    433,276     16,024  

M&Service Co., Ltd.

   68,587     32,626     35,961    130,178     4,176  

SK Communications Co., Ltd.

   205,792     53,755     152,037    128,272     (41,893

Stonebridge Cinema Fund

   11,974     377     11,597    1     1,320  

Commerce Planet Co., Ltd.

   26,237     27,333     (1,096  56,565     587  

SK Broadband Co., Ltd.

   3,044,349     1,916,721     1,127,628    2,539,366     12,306  

K-net Culture and Contents Venture Fund

   16,181     12     16,169         (16,595

Fitech Focus Limited Partnership II

   21,446          21,446         (1,179

Open Innovation Fund

   27,996          27,996         (15,408

PS&Marketing Corporation

   277,300     141,356     135,944    1,095,647     1,369  

Service Ace Co., Ltd.

   56,276     30,667     25,609    187,961     2,995  

Service Top Co., Ltd.

   48,369     30,634     17,735    159,364     3,484  

Network O&S Co., Ltd.

   56,677     32,353     24,324    198,664     2,060  

BNCP Co., Ltd.

   12,108     6,433     5,675    14,819     (9,019

SK Planet Co., Ltd.

   2,528,054     766,841     1,761,213    1,378,211     201,556  

SK Telecom China Holdings Co., Ltd.

   36,261     2,052     34,209    17,025     613  

Shenzhen E-eye High Tech Co., Ltd.

   17,894     1,841     16,053    7,703     (789

SK Global Healthcare Business Group, Ltd.

   27,625          27,625         831  

SK Planet Japan, K. K.

   1,793     280     1,513    394     (1,635

SKT Vietnam PTE. Ltd.

   11,773     8,862     2,911         (28,086

SK Planet Global PTE. Ltd.

   697     149     548    331     (1,420

SKP GLOBAL HOLDINGS PTE. LTD.

   20,713     9     20,704         1,542  

SKT Americas, Inc.

   33,876     1,315     32,561    9,207     (6,544

SKP America LLC.

   22,399     12     22,387           

YTK Investment Ltd.

   42,118          42,118         (21,764

Atlas Investment(*)

   40,218     101     40,117         (8,248

(*)The financial information of Atlas Investment includes financial information of Technology Innovation Partners, L.P. and SK Telecom China Fund I L.P., subsidiaries of Atlas Investment.

(4)    Changes in subsidiaries

The list of subsidiaries that were newly included in consolidation during the year ended December 31, 20152017 is as follows:

 

Subsidiary

  

Reason

Groovers JPS.M. LIFE DESIGN COMPANY JAPAN INC. (Refer to Note10)

Acquired by IRIVER LIMITED

S.M. Mobile Communications JAPAN Inc. (Refer to Note10)

Acquired by IRIVER LIMITED

Home & Service Co., Ltd.

  Established by IRIVER LIMITED, a subsidiary of the Parent Company during the year ended December 31, 2015.SK Boradband Co., Ltd.

EntrixSK stoa Co., LtdLtd.

  Established by spin-off from SK PlanetBoradband Co., Ltd., a subsidiary of the Parent Company.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

The list of subsidiaries that were excluded from subsidiariesconsolidation during the year ended December 31, 20152017 is as follows:

 

Subsidiary

  

Reason

BNCPEntrix Co., Ltd.

Merged into SK techx Co., Ltd. during the year ended December 31, 2017.

Planet11E-commerce Solutions India Pvt. Ltd.

  Disposed during the year ended December 31, 2015.2017.

Iconcube Holdings, Inc.Stonebridge Cinema Fund

  DisposedLiquidated during the year ended December 31, 2015.

Iconcube, Inc.

Disposed during the year ended December 31, 2015.

Iriver CS Co., Ltd.

Merged into IRIVER LIMITED, a subsidiary of the Parent Company during the year ended December 31, 2015.

Shenzhen E-eye High Tech Co., Ltd.

Disposed during the year ended December 31, 2015.2017.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(5)    The information of significantnon-controlling interests of the Group as of and for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows. There were no dividends paid during the years ended December 31, 2015, 20142017, 2016 and 20132015 by subsidiaries of whichnon-controlling interests are significant.

(In millions of won) 
   K-net Culture and
Contents Venture
Fund
  IRIVER LIMITED  One Store Co., Ltd. 

Ownership ofnon-controlling interests (%)

   41.00   54.10   34.46 
   As of December 31, 2017 

Current assets

  625   74,873   76,810 

Non-current assets

   250,122   56,005   28,081 

Current liabilities

   (35,900  (9,563  (38,547

Non-current liabilities

      (7,641  (1,327

Net assets

   214,847   113,674   65,017 

Carrying amount ofnon-controlling interests

   88,087   63,382   22,405 
   2017 

Revenue

     69,452   115,596 

Profit (loss) for the year

   196,250   (14,092  (27,254

Total comprehensive profit (loss)

   201,693   (14,278  (27,452

Profit (loss) attributable tonon-controlling interests

   80,463   (7,438  (9,392

Net cash provided by (used in) operating activities

  (7  (7,553  13,912 

Net cash used in investing activities

   (600  (45,002  (2,000

Net cash provided by (used in) financing activities

      64,571   (7

Net increase (decrease) in cash and cash equivalents

   (607  12,016   11,905 

(In millions of won) 
   SK Communications Co., Ltd.  One Store Co., Ltd. 

Ownership ofnon-controlling interests (%)

   35.46   34.46 
   As of December 31, 2016 

Current assets

  81,806   90,414 

Non-current assets

   46,427   43,793 

Current liabilities

   (30,098  (40,969

Non-current liabilities

   (1,494  (769

Net assets

   96,641   92,469 

Carrying amount ofnon-controlling interests

   34,265   31,863 
   2016 

Revenue

  58,154   106,809 

Loss for the year

   20,411   22,161 

Total comprehensive loss

   20,841   22,402 

Loss attributable tonon-controlling interests

   7,240   6,772 

Net cash used in operating activities

  (4,891  (4,447

Net cash provided by (used in) investing activities

   3,625   (20,796

Net cash provided by financing activities

      51,426 

Net increase(decrease) in cash and cash equivalents

   (1,266  26,183 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(In millions of won) 
   December 31, 2015
SK Communications Co.,
Ltd.
 

Ownership ofnon-controlling interests (%)

   35.435.46
As of December 31, 2015 

Current assets

  95,662 

Non-current assets

   56,834 

Current liabilities

   (33,306

Non-current liabilities

   (1,708

Net assets

   117,482 

Net assets of consolidated entities

117,482

Carrying amount ofnon-controlling interests

   41,659
2015 

Revenue

  80,147 

Loss for the period

   (14,826

Loss of the consolidated entities

(14,826) 

Total comprehensive loss

   (16,698) 

Loss attributable tonon-controlling interests

   (5,254

Net cash used in operating activities

  (2,706

Net cash provided by investing activities

   8,723 

Net cash provided by financing activities

    

Net increase in cash and cash equivalents

   6,017 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(In millions of won) 
   December 31, 2014 
   SK
Communications
Co., Ltd.
  SK
Broadband
Co., Ltd.
 

Ownership of non-controlling interests (%)

   35.4    49.4  

Current assets

  89,135    463,764  

Non-current assets

   87,033    2,646,227  

Current liabilities

   (41,252  (881,886

Non-current liabilities

   (735  (1,106,493

Net assets

   134,181    1,121,612  

Adjustment for fair value

       111,561  

Net assets of consolidated entities

   134,181    1,233,173  

Carrying amount of non-controlling interests

   47,577    609,638  

Revenue

  93,910    2,654,381  

Profit (loss) for the period

   (18,386  4,307  

Amortization of fair value adjustment

       (1,916

Profit (loss) of the consolidated entities

   (18,386  2,391  

Total comprehensive income (loss)

   530    (10,324

Profit (loss) attributable to non-controlling interests

   (6,519  1,182  

Net cash provided by (used in) operating activities

  (5,962  431,760  

Net cash used in investing activities

   (17,927  (599,016

Net cash provided by financing activities

       119,484  

Net decrease in cash and cash equivalents

   (23,889  (47,772

(In millions of won) 
   December 31, 2013 
   SK
Communications
Co., Ltd.
  SK
Broadband
Co., Ltd.
 

Ownership of non-controlling interests (%)

   35.4    49.4  

Current assets

  108,100    533,597  

Non-current assets

   97,692    2,510,752  

Current liabilities

   (51,868  (938,385

Non-current liabilities

   (1,887  (978,336

Net assets

   152,037    1,127,628  

Adjustment for fair value

       113,478  

Net assets of consolidated entities

   152,037    1,241,106  

Carrying amount of non-controlling interests

   53,856    613,560  

Revenue

  128,272    2,539,366  

Profit (loss) for the period

   (41,893  12,306  

Amortization of fair value adjustment

       (30,977

Loss of the consolidated entities

   (41,893  (18,671

Total comprehensive loss

   (43,318  (13,059

Loss attributable to non-controlling interests

   (14,853  (9,231

Net cash provided by (used in) operating activities

  (22,867  440,036  

Net cash provided by (used in) investing activities

   41,788    (329,346

Net cash provided by (used in) financing activities

   19    (129,181

Net increase (decrease) in cash and cash equivalents

   18,940    (18,491

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

 

2.Basis of Presentation

(1)    Statement of compliance

These consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”).

The consolidated financial statements were authorized for issuance by the Board of Directors on February 3, 2016.2, 2018.

(2)    Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the consolidated statementsstatement of financial position:

 

derivative financial instruments are measured at fair value

value;

 

financial instruments at fair value through profit or loss are measured at fair value

value;

 

available-for-sale financial assets are measured at fair value

value; and

 

liabilitiesliabilities(assets) for defined benefit plans are recognized at the net of the total present value of defined benefit obligations less the fair value of plan assets

assets.

(3)    Functional and presentation currency

Financial statements of Group entities within the Group are presentedprepared in functional currency andof each group entity, which is the currency of the primary economic environment in which each entity operates. Consolidated financial statements of the Group are presented in Korean won, which is the Parent Company’s functional and presentation currency.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(4)    Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period prospectively.

1)    Critical judgments

Information about critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements is included in Note 4 for the following areas: revenue, consolidation: whether the Group has de facto control over an investee, and classification of lease.

2)    Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financial year are included in the following notes: allowance for doubtful accounts, estimated useful lives of property and equipment and intangible assets, impairment of goodwill, recognition of provision, measurement of defined benefit liabilities, and recognition of deferred tax assets (liabilities).

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

3)    Fair value measurement

A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial andnon-financial assets and liabilities. The Group has an established control frameworkpolicies and processes with respect to the measurement of fair values. This includes a valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the finance executive.executives.

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of IFRS, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

 

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

liabilities;

 

Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

; and

 

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Information about assumptions used for fair value measurements are included in Note 35.

(5)    Common control transactions

SK Holdings Co.TELECOM CO., Ltd. (“LTD. and Subsidiaries

Notes to the Ultimate Controlling Entity”) isConsolidated Financial Statements — (Continued)

For the Ultimate Controlling Entity of the Parent Company because it controls the Parent Company. Accordingly, gainsyears ended December 31, 2017, 2016 and losses from business acquisitions and dispositions involving entities that are under the control of the Ultimate Controlling Entity are accounted for as common control transactions within equity.2015

 

3.Changes in Accounting Policiesaccounting policies

Except the following amendments to the standards that are effective for the changes below, the Group has consistently appliedannual periods beginning on January 1, 2017, the accounting policies set out in Note 4have been applied consistently to all periods presented in these consolidated financial statements.

(1)    International Accounting Standards (“IAS”) 7, Cash Flow Statements

The Group has adopted the following amendments to standards withIAS 7, which form a date of initial application of January 1, 2015.

1) IAS 19 ‘Employee Benefits’ — Employee contributions

Amendments to IAS 19 introduced a practical expedient to accounting for defined benefit plan, when employees or third parties pay contributions if certain criteria are met. According to the amendments, the entity is permitted to recognize those contributions as a reductionpart of the service costIASB’s broader disclosure in the period beginning on January 1, 2017. The amendment requires the Group to provide disclosures that enable users of financial statements to evaluate changes in whichliabilities arising from financing activities, including both changes arising from cash flows andnon-cash changes. The Group disclosed the related service is rendered, instead of forecast future contributions from employees or third parties and attribute them to periods or service as negative benefits.

There is no material impactreconciliation of the applicationopening and closing balances of this amendmentliabilities arising from financing activities including changes from financing cash flows; changes arising from obtaining or losing control of subsidiaries or other businesses; the effect of changes in foreign exchange rates; changes in fair values; and other changes in Note 38.

(2)    IAS 12, Income Taxes

The Group adopted the amendments to IAS 12 in the period beginning January 1, 2017. The amendments clarify the necessity to consider whether there are restrictions on tax laws on the sources of taxable profits which may be used for the reversal of deductible temporary difference. In addition, the amendments provide the guidance on how to estimate the probable future taxable profit and specify the circumstances where an asset can be recovered for more than its carrying amount. These amendments have no impact on the Group’s consolidated financial statements.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

 

4.Significant Accounting Policies

The significant accounting policies applied by the Group in the preparation of its consolidated financial statements in accordance with IFRS are included below. The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements except for those as described in Note 3.statements.

(1)    Operating segments

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. The Group’s operating segments have been determined to be each business unit, for which the Group generates separately identifiable financial information that is regularly reported to the chief operating decision maker for the purpose of resource allocation and assessment of segment performance. The Group has threefour reportable segments which consist of cellular services, fixed-line telecommunication services,e-commerce services and others, as described in Note 5. Segment results that are reported to the chief operating decision maker include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

The group’sGroup’s chief operating decision maker receives and reviews operating income based on Korean IFRS as the measure of segment profit and loss for each operating segment. Segment operating income differs from consolidated operating income from continuing operations used in the Group’s consolidated statements of income. Segment operating incomeprofit does not include certain items such as fee revenues, gain/loss from disposal of property, plant, equipment and intangible assets, impairment losses on property, plant, equipment and intangible assets, donations, bad debt expense and penalties. The chief operating decision maker does not receive any information about segment assets and liabilities. Segment information does not include

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Group’s discontinued operations information. See Note 38 for details on discontinued operations.Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(2)    Basis of consolidation

(i)    Business combination

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control.

Consideration transferred is generally measured at fair value, identical to the measurement of identifiable net assets acquired at fair value. IfThe difference between the acquired company’s fair value and the consideration transferred is accounted for goodwill. Any goodwill incurs asthat arises is tested annually for impairment. Any gain on a result of business combination, the Group performs impairment test on an annual basis and recognizes gain from bargain purchases throughpurchase is recognized in profit or loss.loss immediately. Acquisition-related costs are expensed in the periods in which the costs are incurred and the services are received excluding costs to issue debt or equity securities recognized based on IAS 32 and 39.

Consideration transferred does not include the amount settled in relation to thepre-existing relationship and the amount settled in relation to thepre-existing relationship is generally recognized through profit or loss.

Contingent consideration is measured at fair value at the acquisition date. Contingent consideration classified as equity is not remeasured and its subsequent settlement is accounted for within equity. If contingent consideration is not classified as equity, the Group subsequently recognizes changes in fair value of contingent consideration and recognizes through profit or loss.

Entire or certain portion of market-based measure of replacement award for share-based payment transactions of the acquiree or the replacement of an acquiree’s share-based payment transactions with share-based payment transactions of the acquirer is included in measurement of contingent considerations. Portion of a replacement award that is part of the consideration transferred for the acquiree and the portion that is remuneration for post-combination service is determined by comparing market-based measure of the awards of acquire and replacement awards that is attributable to pre-combination service.

SK TELECOM CO., LTD. and Subsidiaries(ii)    Non-controlling interests

Notes to the Consolidated Financial Statements — (Continued)Non-controlling

For the years ended December 31, 2015, 2014 and 2013

(ii)    Non-controlling interests

The Group measure are measured at the acquisition date components of non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the acquiree’s identifiable net assets.assets at the date of acquisition.

Changes in a Controlling Company’s ownership interest in a subsidiary that do not result in the Controlling Company losing control of the subsidiary are accounted for as equity transactions.

(iii)    Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Consolidation of an investee begins from the date the Group obtains control of the investee and cease when the Group loses control of the investee.

(iv)    Loss of control

If the Group loses control of a subsidiary, the Group derecognizes the assets and liabilities of the former subsidiary from the consolidated statement of financial position and recognizes gain or loss associated with the loss of control attributable to the former controlling interest. Any investment retained in the former subsidiary is recognized at its fair value when control is lost.

(v)    Interest in investees accounted for using the equity method

Interest in investees accounted for using the equity method composed of interest in associates and joint ventures. An associate is an entity in which the Group has significant influence, but not control, over the entity’s financial and operating policies. A joint venture is a joint arrangement whereby the Group that has joint control of the arrangement havehas rights to the net assets of the arrangement.

The investment in an associate and a joint venture is initially recognized at cost including transaction costs and the carrying amount is increased or decreased to recognize the Group’s share of the profit or loss and changes in equity of the associate or the joint venture after the date of acquisition.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(vi)    Intra-group transactions

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The Group’s share of unrealized gain incurred from transactions with investees accounted for using the equity method are eliminated and unrealized loss are eliminated using the same basis if there are no evidence of asset impairments.

(vii)    Business combinations under common control

SK Holdings Co., Ltd. is the ultimate controlling entity of the Group. The assets and liabilities acquired from theunder business combination of entities or business under common control are recognized at the carrying amounts in the ultimate controlling shareholder’s consolidated financial statements. The difference between consideration and carrying amount of net assets acquired is added to or subtracted from other capital adjustments.surplus and others.

(3)    Cash and cash equivalents

Cash and cash equivalents comprise cash balances, and call deposits and financial assets with maturities of three months or less from the acquisition date that are easily convertible to cash and subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

value.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(4)    Inventories

Inventories are stated at the acquisition cost using the average method. During the period, a perpetual inventory system is used to value inventories,track inventory quantities, which is adjusted to the physical inventory counts performed at the period end. When the net realizable value of inventories is less than the acquisition cost, the carrying amount is reduced to the net realizable value and any difference is charged to current operations as operating expenses. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and selling expenses.

(5)    Non-derivative financial assets

The Group recognizes and measuresnon-derivative financial assets by the following four categories: financial assets at fair value through profit or loss,held-to-maturity investments, loans and receivables andavailable-for-sale financial assets. The Group recognizes financial assets in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Upon initial recognition,non-derivative financial assets are measured at their fair value plus, in the case of a financial asset not at fair value through profit or loss are measured at their fair value plus transaction costs that are directly attributable to the asset’s acquisition or issuance.of the asset.

(i)    Financial assets at fair value through profit or loss

A financial asset is classified as financial assets are classifiedasset at fair value through profit or loss if it is held for trading or is designated as such upon initial recognition. Upon initial recognition, transaction costs are recognized in profit or loss when incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

(ii)    Held-to-maturity investments

Anon-derivative financial asset with a fixed or determinable payment and fixed maturity, for which the Group has the positive intention and ability to hold to maturity, are classified asheld-to-maturity investments. investment. Subsequent to initial recognition,held-to-maturity investments are measured at amortized cost using the effective interest rate method.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(iii)    Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest method except for loans and receivables of which the effect of discounting is immaterial.

(iv)    Available-for-sale financial assets

Available-for-sale financial assets are thosenon-derivative financial assets that are designated asavailable-for-sale or are not classified as financial assets at fair value through profit or loss,held-to-maturity investments or loans and receivables. Subsequent to initial recognition, they are measured at fair value whichwith changes in fair value, net of any tax effect, recorded in other comprehensive income (OCI) in equity. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost.

(v)    De-recognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

substantially all the risks and rewards of ownership of the financial asset are transferred. Any interest in transferred financial assets that is created or retained by the Group is recognized as a separate asset or liability. If the Group retains substantially all the risks and rewards of ownership of the transferred financial assets, the Group continues to recognize the transferred financial assets and recognizes financial liabilities for the consideration received.

(vi)    Offsetting between financial assets and financial liabilities

Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position only when the Group currently has a legally enforceable right to offset the recognized amounts, and there is the intention to settle on a net basis or to realize the asset and settle the liability simultaneously.

(6)    Derivative financial instruments, including hedge accounting

Derivatives are initially recognized at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

(i)    Hedge accounting

The Group holds forward exchange contracts, interest rate swaps, currency swaps and other derivative contracts to manage interest rate risk and foreign exchange risk. The Group designateddesignates derivatives as hedging instruments to hedge the risk of changes in the fair value of assets, liabilities or firm commitments (a fair value hedge) and foreign currency risk of highly probable forecasted transactions or firm commitments (a cash flow hedge).

On initial designation of the hedge, the Group formally documents the relationship between the hedging instrument(s) and hedged item(s), including the risk management objectives and strategy in undertaking the hedge transaction, together with the methods that will be used to assess the effectiveness of the hedging relationship.

Fair value hedge

Changes in the fair value of a derivative hedging instrument designated as a fair value hedge are recognized in profit or loss. The gain or loss from remeasuring the hedging instrument at fair value for a derivative hedging instrument and the gain or loss on the hedged item attributable to the hedged risk are recognized in profit or loss in the same line item of the consolidated statement of income.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

The Group discontinues fair value hedge accounting if the hedging instrument expires or is sold, terminated or exercised, or if the hedge no longer meets the criteria for hedge accounting. Any adjustment arising from gain or loss on the hedged item attributable to the hedged risk is amortized to profit or loss from the date the hedge accounting is discontinued.

Cash flow hedge

When a derivative is designated to hedge the variability in cash flows attributable to a particular risk associated with a recognized asset or liability or a highly probable forecasted transaction that could affect profit or loss, the effective portion of changes in the fair value of the derivative is recognized in other comprehensive income, net of tax, and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss. If the hedging instrument no longer meets the criteria for hedge accounting, expires or is sold, terminated, exercised, or the designation is revoked, then hedge accounting is discontinued prospectively. The cumulative gain or loss on the hedging instrument that has been recognized in other comprehensive income is reclassified to profit or loss in the periods during which the forecasted transaction occurs. If the forecasted transaction is no longer expected to occur, then the balance in other comprehensive income is recognized immediately in profit or loss.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(ii)    Separable embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately only if the following criteria have been met:

 

 (a)the economic characteristics and risks of the embedded derivative are not closely related to those of the host contract;

 

 (b)a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

 

 (c)the hybrid (combined) instrument is not measured at fair value with changes in fair value recognized in profit or loss.

Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.

(iii)    Other derivative financial instruments

Changes in the fair value of other derivative financial instrument not designated as a hedging instrument are recognized immediately in profit or loss.

(7)    Impairment of financial assets

A financial asset not carried at fair value through profit or loss is assessed at each reporting date to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. However, losses expected as a result of future events, regardless of likelihood, are not recognized.

Objective evidence that a financial asset is impaired includes following loss events:

 

significant financial difficulty of the issuer or obligor;

 

a breach of contract, such as default or delinquency in interest or principal payments;

 

the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

it becoming probable that the borrower will enter bankruptcy or other financial reorganization;

 

the disappearance of an active market for that financial asset because of financial difficulties; or

 

observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot yet be identified with the individual financial assets in the group

group.

In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

If financial assets have objective evidence that they are impaired, impairment losses should beare measured and recognized.

(i)    Financial assets measured at amortized cost

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of its estimated future cash flows discounted at the asset’s original effective interest rate. If it is not practicable to obtain the instrument’s estimated future cash flows, impairment losses would be measured by using prices from any observable current market transactions. The Group

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

can recognize impairment losses directly or establish a provision to cover impairment losses.by establishing an allowance account. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized (such as an improvement in the debtor’s credit rating), the previously recognized impairment loss shall beis reversed either directly or by adjusting an allowance account.

(ii)    Financial assets carried at cost

If there is objective evidence that an impairment loss has occurred on an unquoted equity instrument that is not carried at fair value because its fair value cannot be reliably measured, or on a derivative asset that is linked to and must be settled by delivery of such an unquoted equity instrument, the amount of the impairment loss is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses shallare not be reversed.

(iii)    Available-for-sale financial assets

When a decline in the fair value of anavailable-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive income shall beis reclassified from equity to profit or loss as a reclassification adjustment even though the financial asset has not been derecognized. Impairment losses recognized in profit or loss for an investment in an equity instrument classified asavailable-for-sale shall is not be reversed through profit or loss.loss subsequently. If, in a subsequent period, the fair value of a debt instrument classified asavailable-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss shall beis reversed, with the amount of the reversal recognized in profit or loss.

(8)    Property plant and equipment

Property plant and equipment are initially measured at cost and after initial recognition, are carried at cost less accumulated depreciation and accumulated impairment losses.cost. The cost of property plant and equipment includes expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Subsequent to initial recognition, an item of property plant and equipment is carried at its cost less any accumulated depreciation and any accumulated impairment losses.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

Subsequent costs are recognized in the carrying amount of property plant and equipment at cost or, if appropriate, as a separate itemsitem if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of theday-to-day servicing are recognized in profit or loss as incurred.

Property plant and equipment, except for land, are depreciated on a straight-line basis over estimated useful lives that appropriately reflect the pattern in which the asset’s future economic benefits are expected to be consumed. A component that is significant compared to the total cost of property plant and equipment is depreciated over its separate useful life.

Gains and losses on disposal of an item of property plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property plant and equipment and are recognized as othernon-operating income (loss).

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

The estimated useful lives of the Group’s property plant and equipment are as follows:

 

   Useful lives (years) 

Buildings and structures

   15 ~ 40 

Machinery

   3 ~ 15 

Other property plant and equipment (“Other PP&E”)

   42 ~ 10 

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting date and adjusted, if appropriate. The change is accounted for as a change in an accounting estimate.

(9)    Borrowing costs

The Group capitalizes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognized in expense as incurred. A qualifying asset is an asset that requires a substantial period of time to get ready for its intended use or sale. Financial assets and inventories that are manufactured or otherwise produced over a short period of time are not qualifying assets. Assets that are ready for their intended use or sale when acquired are not qualifying assets.

To the extent that the Group borrows funds specifically for the purpose of obtaining a qualifying asset, the Group determines the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. To the extent that the Group borrows funds generally and uses them for the purpose of obtaining a qualifying asset, the Group shall determinedetermines the amount of borrowing costs eligible for capitalization by applying a capitalization rate to the expenditures on that asset. The capitalization rate shall beis the weighted average of the borrowing costs applicable to the borrowings of the Group that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs that the Group capitalizes during a period shalldo not exceed the amount of borrowing costs incurred during that period.

(10)    Intangible assets

Intangible assets are measured initially at cost and, subsequently, are carried at cost less accumulated amortization and accumulated impairment losses.

Amortization of intangible assets except for goodwill is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual value of intangible assets is zero. However, as there are no foreseeable limits to the periods over which club memberships are expected to be available for use thisas there are no foreseeable limits to the periods. This intangible asset is determined as having indefinite useful lives and not amortized.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

The estimated useful lives of the Group’s intangible assets are as follows:

 

   Useful lives (years)

Frequency useusage rights

  6.35 ~ 13.113

Land useusage rights

  5

Industrial rights

  5,105, 10

Development costs

  3 ~ 5

Facility usage rights

  10,2010, 20

Customer relations

  3 ~ 7

Other

  3 ~ 20

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

Amortization periods and the amortization methods for intangible assets with finite useful lives are reviewed at the end of each reporting period. The useful lives of intangible assets that are not being amortized are reviewed at the end of each reporting period to determine whether events and circumstances continue to support indefinite useful life assessments for those assets. Changes are accounted for as changes in accounting estimates.

Expenditures on research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are recognized in profit or loss as incurred.

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditures on internally generated goodwill and brands, are recognized in profit or loss as incurred.

(11)    Government grants

Government grants are not recognized unless there is reasonable assurance that the Group will comply with the grant’s conditions and that the grant will be received.

(i)    Grants related to assets

Government grants whose primary condition is that the Group purchase, constructpurchases, constructs or otherwise acquireacquires a long-term assetsasset are deducted in calculating the carrying amount of the asset. The grant is recognized in profit or loss over the life of a depreciable asset as a reduction to depreciation expense.

(ii)    Grants related to income

Government grants which are intended to compensate the Group for expenses incurred are deducted from the related expenses.

(12)    Investment property

Property held for the purpose of earning rentals or benefiting from capital appreciation is classified as investment property. Investment property is initially measured at its cost. Transaction costs are included in the initial measurement. Subsequently, investment property is carried at depreciated cost less any accumulated impairment losses.

Subsequent costs are recognized in the carrying amount of investment property at cost or, if appropriate, as a separate itemsitem if it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of theday-to-day servicing are recognized in profit or loss as incurred.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

Investment property except for land, are depreciated on a straight-line basis over 15~40 years as estimated useful lives.

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting date and adjusted, if appropriate. The change is accounted for as a change in an accounting estimate.

(13)    Impairment ofnon-financial assets

The carrying amounts of the Group’snon-financial assets, other than assets arising from employee benefits, inventories, deferred tax assets andnon-current assets held for sale, are reviewed at the end of the reporting period

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.

The Group estimates the recoverable amount of an individual asset, if it is impossible to measure the individual recoverable amount of an asset, then the Group estimates the recoverable amount of cash-generating unit (“CGU”). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The value in use is estimated by applying apre-tax discount rate that reflectreflects current market assessments of the time value of money and the risks specific to the asset or CGU for which estimated future cash flows have not been adjusted, to the estimated future cash flows expected to be generated by the asset or CGU.

An impairment loss is recognized in profit or loss ifto the extent the carrying amount of anthe asset or a CGU exceeds its recoverable amount.

Goodwill acquired in a business combination is allocated to each CGU that is expected to benefit from the synergies arising from the goodwillbusiness acquired. Any impairment identified at the CGU level will first reduce the carrying value of goodwill and then be used to reduce the carrying amount of the other assets in the CGU on a pro rata basis. Except for impairment losses in respect of goodwill which are never reversed, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(14)    Leases

The Group classifies and accounts for leases as either a finance or operating lease, depending on the terms. Leases where the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

(i)    Finance leases

At the commencement of the lease term, the Group recognizes as finance assets and finance liabilities in its consolidated statementsstatement of financial position, the lower amount of the fair value of the leased property and the present value of the minimum lease payments, each determined at the inception of the lease. Any initial direct costs are added to the amount recognized as an asset.

Minimum lease payments are apportioned between the finance charge and the reduction of the outstanding liability. The finance charge is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

The depreciable amount of a leased asset is allocated to each accounting period during the period of expected use on a systematic basis consistent with the depreciation policy the lesseeGroup adopts for depreciable assets that are owned. If there is no reasonable certainty that the lesseeGroup will obtain ownership by the end of the lease term, the asset is fully depreciated over the shorter of the lease term and its useful life. The Group reviews to determine whether the leased asset may be impaired.assets are impaired at the reporting date.

(ii)    Operating leases

Leases where the lessor retains a significant portion of the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognized in profit or loss on a straight-line basis over the period of the lease.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(iii)    Determining whether an arrangement contains a lease

Determining whether an arrangement is, or contains, a lease shall beis based on the substance of the arrangement and requires an assessment of whether fulfillment of the arrangement is dependent on the use of a specific asset or assets (the asset) and the arrangement conveys a right to use the asset.

At inception or reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a financial lease that it is impracticable to separate the payments reliably, the Group recognizes an asset and a liability at an amount equal to the fair value of the underlying asset that was identified as the subject of the lease. Subsequently, the liability shall beis reduced as payments are made and an imputed finance charge on the liability is recognized using the purchaser’sGroup’s incremental borrowing rate of interest.

(15)    Non-current assets held for sale

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. In order to be classified as held for sale, the asset (or disposal group) must be available for immediate sale in its present condition and its sale must be highly probable. The assets or disposal group that are classified asnon-current assets held for sale are measured at the lower of their carrying amount and fair value less cost to sell. The Group recognizes an impairment loss for any initial or subsequent write-down of an asset (or disposal group) to fair value less costs to sell, and a gain for any subsequent increase in fair value less costs to sell, up to the cumulative impairment loss previously recognized in accordance with IAS 36, ‘ImpairmentImpairment of Assets’Assets.

Anon-current asset that is classified as held for sale or part of a disposal group classified as held for sale is not depreciated (or amortized).

(16)    Non-derivative financial liabilities

The Group classifiesnon-derivative financial liabilities into financial liabilities at fair value through profit or loss or other financial liabilities in accordance with the substance of the contractual arrangement and the definitions of financial liabilities.arrangement. The Group recognizes financial liabilities in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the financial liability.

(i)    Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or designated as such upon initial recognition. Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Upon initial recognition, transaction costs that are directly attributable to the acquisitionissue of the financial liability are recognized in profit or loss as incurred.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(ii)    Other financial liabilities

Non-derivative financial liabilities other than financial liabilities at fair value through profit or loss are classified as other financial liabilities. At the date of initial recognition, other financial liabilities are measured at fair value minus transaction costs that are directly attributable to the acquisition.issue of the financial liability. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest method.

The Group derecognizes a financial liability from the consolidated statement of financial position when it is extinguished (i.e. when the obligation specified in the contract is discharged, cancelled or expires).

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(17)    Employee benefits

(i)    Short-term employee benefits

Short-term employee benefits are employee benefits that are due to be settled within 12 months after the end of the period in which the employees render the related service. When an employee has rendered service to the Group during an accounting period, the Group recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service.

(ii)    Other long-term employee benefits

Other long-term employee benefits include employee benefits that are settled beyond 12 months after the end of the period in which the employees render the related service, and are calculated at the present valueservice. The Group’s net obligation in respect of long-term employee benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods. Any changes from remeasurementsThat benefit is discounted to determine its present value. Remeasurements are recognized throughin profit or loss in the period in which they arise.

(iii)    Retirement benefits: defined contribution plans

When an employee has rendered service to the Group during a period, the Group recognizes the contribution payable to a defined contribution plan in exchange for that service as a liability (accrued expense), after deducting any contribution already paid. If the contribution already paid exceeds the contribution due for service before the end of the reporting period, the Group recognizes that excess as an asset (prepaid expense) to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

(iv)    Retirement benefits: defined benefit plans

As ofAt the end of reporting period, defined benefits liabilities relating to defined benefit plans are recognized asat present value of defined benefit obligations net of fair value of plan assets.

The calculation is performed annually by an independent actuary using the projected unit credit method. When the fair value of plan assets exceeds the present value of the defined benefit obligations,obligation, the Group recognizes an asset, to the extent of the present value of any economic benefits available in the form of refunds from the plan or reduction in the future contributions to the plan.

Remeasurements of the net defined benefit liability, which comprise of actuarial gains and losses, the return on plan assets excluding amounts included in net interest on the net defined benefit liability,(excluding interest) and any change in the effect of the asset ceiling (if any, excluding amounts included in net interest on the net defined benefit liability andinterest), are recognized immediately in other comprehensive income. The Group determines net interests on net defined benefit liability (asset) by multiplying discount rate determined at the beginning of the annual reporting period and considers changes in net defined benefit liability (asset) from contributions and benefit payments. Net interest costs and other costs relating to the defined benefit plan are recognized through profit or loss.

When the plan amendment or curtailment occurs, gains or losses on amendment or curtailment in benefits for the past service provided are recognized through profit or loss. The Group recognizes gain or loss on a settlement when the settlement of defined benefit plan occurs.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(v)    Termination benefits

The Group recognizes a liability and expense for termination benefits at the earlier of the period when the Group can no longer withdraw the offer of those benefits and the period when the Group recognizes costs for a restructuring that involves the payment of termination benefits. If benefits are payable more than 12 months after the reporting period, then they are discounted to their present value.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(18)    Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The risks and uncertainties that inevitably surround many events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows.

Where some or all of the expenditures required to settle a provision are expected to be reimbursed by another party, the reimbursement shall beis recognized when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement shall beis treated as a separate asset.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

A provision shall beis used only for expenditures for which the provision was originally recognized.

(19)    ForeignTransactions in foreign currencies

(i)    Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currenciescurrency of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency using the reporting date’s exchange rate.Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are retranslated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on retranslation are recognized in profit or loss, except for differences arising on the retranslation ofavailable-for-sale equity instruments, a financial liability designated as a hedge of the net investment in a foreign operation, or qualifying cash flow hedges, which are recognized in other comprehensive income. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction.instruments.

(ii)    Foreign operations

If the presentation currency of the Group is different from a foreign operation’s functional currency, the financial statements of the foreign operation are translated into the presentation currency using the following methods:

The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to functional currency at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of that foreign operation is treated as assets and liabilities of the foreign operation. Thus they are expressed in the functional currency of the foreign operation and translated at the closing rate.rate at the reporting date.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

When a foreign operation is disposed of, the relevant amount in the translation is transferred to profit or loss as part of the profit or loss on disposal. On the partial disposal of a subsidiary that includes a foreign operation, the

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

relevant proportion of such cumulative amount is reattributed tonon-controlling interest. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to profit or loss.

(20)    EquityShare capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares and share options are recognized as a deduction from equity, net of any tax effects.

When the Group repurchases its share capital,own shares, the amount of the consideration paid is recognized as a deduction from equity and classified as treasury shares. The profits or losses from the purchase, disposal, reissue, or retirement of treasury shares are not recognized as current profit or loss. If the Group acquires and retains treasury shares, the consideration paid or received is directly recognized in equity.equity being as transaction with owners.

(21)    Hybrid bond

The Group recognizes a financial instrument issued by the Group as an equity instrument if it does not include contractual obligation to deliver financial assets including cash to the counter party.

(22)    Share-based Payment

For equity-settled share-based payment transaction, if the fair value of the goods or services received cannot be reliably estimated, the Group measures their value indirectly by reference to the fair value of the equity instruments granted. Related expense, with a corresponding increase in capital surplus and others is recognized over the vesting period of the awards. The amount recognized as an expense is adjusted to reflect the number of awards for which the related service andnon-market performance conditions are expected to be met, such that the amount ultimately recognized is based on the number of awards that meet the related service andnon-market performance conditions at the vesting date.

(23)    Revenue

Revenue from the sale of goods, rendering of services or use of the Group assets is measured at the fair value of the consideration received or receivable. Returns, trade discounts and volume rebates are recognized as a reduction of revenue.

When two or more revenue generating activities or deliverables are sold under a single arrangement, each deliverable that is considered to be a separate unit of account is accounted for separately. The allocation of consideration from a revenue arrangement to its separate units of account is based on the relative fair values of each unit.

(i)    Services rendered

Revenue from cellular services consists of revenue from basic charges, voice charges, data charges,data-roaming services and interconnection charges. Such revenues are recognized as services are performed. Revenues received for the activation of service are deferred and recognized over the average customer retention period.

Revenue from fixed-line services includes domestic short and long distance call charges, international phone connection charges, and broadband internet services. Such revenues are recognized as the related services are performed.

Revenue from other services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(ii)    Goods sold

Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably.

(iii)    Commission revenue

In connection with the commission revenue frome-commerce services with following characteristics, the Group has determined that it is acting as an agent.

The Group does not bear inventory risk or have responsibility for the delivery goods;

All of the credit risks are borne by suppliers of goods though the Group collects the proceeds from end customers on behalf of the suppliers; and

The Group has no latitude in establishing prices regarding goods sold ine-commerce.

(iv)    Customer loyalty programmesprograms

For customer loyalty programmes,programs, the fair value of the consideration received or receivable in respect of the initial sale is allocated between the award credits and the other components of the sale. The amount allocated to the award credits is estimated by reference to the fair value of the services to be provided with respect to the redeemable award credits. The fair value of the services to be provided with respect to the redeemable portion of the award credits granted to the customers in accordance with customer loyalty programmesprograms is estimated taking into account the expected redemption rate and timing of the expected redemption. Considerations allocated to the award credits are deferred and revenue is recognized when the award credits are recovered and the Group performs its obligation

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

to provide the service. The amount of revenue recognized is based on the relative size of the total award credits that are expected to be redeemed and the redeemed award credits in exchange for services.

(iv)    Bundled arrangements(24)    Operating profit

WhenOperating profit is the result generated from the continuing principal revenue producing activities of the Group sells both handsetsas well as other income and wireless servicesexpenses related to subscribers, the Group recognizes these transactions separately as sales for handset salesoperating activities. Operating profit excludes net finance costs, share of profit of equity accounted investees and wireless telecommunication services.income taxes.

(23)(25)    Finance income and finance costs

Finance income comprises interest income on funds invested (includingavailable-for-sale financial assets), dividend income, gains on the disposal ofavailable-for-sale financial assets, changes in the fair value of financial assets at fair value through profit or loss, and gains on hedging instruments that are recognized in profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest rate method. Dividend income is recognized in profit or loss on the date that the Group’s right to receive payment is established.

Finance costs comprise interest expense on borrowings, unwinding of the discount on provisions, changes in the fair value of financial assets at fair value through profit or loss, and losses on hedging instruments that are recognized in profit or loss. Interest expense on borrowings and debentures are recognized in profit or loss using the effective interest rate method.

(24)(26)    Income taxes

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

The Group pays income tax in accordance with thetax-consolidation system which applies to the Parent Company and wholly owned subsidiaries.

(i)    Current tax

In accordance with thetax-consolidation system, the Parent Company calculates current taxes for the Parent Company and its wholly owned domestic subsidiaries and recognizes the income tax payable as current tax liabilities of the Parent Company. Current tax is the expected tax payable or receivable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the end of the reporting period and any adjustmentincludes interests and fines related to tax payable in respect of previous years.income taxes paid or payable. The taxable profit is different from the accounting profit for the period since the taxable profit is calculated excluding the temporary differences, which will be taxable or deductible in determining taxable profit (tax loss) of future periods, andnon-taxable ornon-deductible items from the accounting profit.

(ii)    Deferred tax

Deferred tax is recognized, using the asset-liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The Group recognizes a deferred tax liability for all taxable temporary differences, except for the difference associated with investments in subsidiaries and associates except to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group recognizes a deferred tax asset for all deductible temporary differences arising from investments in subsidiaries and associates, to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

A deferred tax asset is recognized for the carryforward of unused tax losses and unused tax credits to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilized. Future taxable profit is dependent on the reversal of taxable temporary differences. If there are insufficient taxable temporary differences to recognize the deferred tax asset, the business plan of the Group and the reversal of existing temporary differences are considered in determining the future taxable profit.

The Group reviews the carrying amount of a deferred tax asset is reviewed at the end of each reporting period and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

enacted by the end of the reporting period. The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if (a) there is a legally enforceable right to offset the related current tax liabilities and assets, (b)and they relate to income taxes levied by the same tax authority and (c) they intendare intended to settlebe settled current tax liabilities and assets on a net basis. Income tax expense in relation to dividend payments is recognized when liabilities relating to the dividend payments are recognized.

(25)(27)    Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

ordinary shares outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares, which comprise convertible notes and share options granted to employees.employees, if any.

(26)    Discontinued operations

A discontinued operation is a component of the Group’s business that represents a separate major line of business or geographical area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale. When an operation is classified as a discontinued operation, the comparative consolidated statement of comprehensive income is re-presented as if the operation had been discontinued from the start of the comparative period.

(27)    New standards and interpretations(28)    Standards issued but not yet adoptedeffective

The following accountingnew standards are issued and will be effective for annual periods beginning after January 1, 2016,2017 and haveearlier application is permitted; however, the Group has not beenearly adopted earlythe following new standards in preparing these consolidated financial statements.

As of December 31, 2015, management is in the process of evaluating the impact of applying these standards on its financial position and results of operations.

1)    IFRS 9, ‘Financial Instruments’Financial Instruments

IFRS 9, published in July 2014 replaceswhich will replace the existing guidance in IAS 39Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9Measurement, is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted. The Group currently plans to apply IFRS 9 in the period beginning on January 1, 2018.

IFRS 9 will be applied retrospectively with exemption allowing the Group not to restate comparative information for prior periods with respect to classification and measurement including impairment changes. The Group will recognize any difference on the measurement of financial assets and liabilities in the opening balance of retained earnings of the year beginning January 1, 2018. In the case of hedge accounting, the prospective application is allowed except for those specified in IFRS 9 such as accounting for the time value of options and the forward element of forward contracts which requires retrospective application.

Key features of IFRS 9 includes new classification and measurement approach for financial assets that reflects the business model in which assets are managed and their cash flow characteristics, impairment model based on changes in expected credit losses, and new approach to hedge qualification and methods for assessing hedge effectiveness.

To ensure smooth implementation of IFRS 9, the Group needs to assess the financial impact of adopting IFRS 9, to formulate the accounting policy, and to design, implement and enhance the accounting system and related controls. The expected quantitative impact of adopting IFRS 9 on the Group’s financial statements cannot be reliably estimated because it will be dependent on the financial instruments that the Group holds and economic conditions at that time as well as accounting elections and judgments that it will make in the future.

Based on the circumstances and information available as of December 31, 2017, the Group preliminary assessed the financial impact on its consolidated financial statements resulting from the adoption of IFRS 9. The results of the preliminary assessment are as follows. The results are subject to change according to additional information available in subsequent period.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

i)    Classification and measurement of financial assets

Classification of financial assets under IFRS 9 is driven by the entity’s business model for managing financial assets and their contractual cash flows. This contains three principal classification categories: financial assets measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL). Derivatives embedded in contracts where the host is a financial asset are never bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification. Details of the classification based on business models and contractual cash flows are as follows:

Contractual cash flow characteristics

Business model assessment(*1)

Solely payments of principal and interest

Others

Hold to collect contractual cash flows

Amortized cost(*2)FVTPL-measured at fair value(*3)

Hold to collect contractual cash flows and sell financial assets

FVOCI- measured at fair value(*2)

Hold to sell financial assets and others

FVTPL-measured at fair value

(*1)The business model is expected to be assessed at portfolio level.

(*2)To eliminate or significantly reduce the accounting mismatch, the Group may irrevocably designate a financial asset as measured at FVTPL using the fair value option at initial recognition.

(*3)Equity instruments that are not held for trading may be irrevocably designated as FVOCI using the fair value option. This election will be made on aninvestment-by-investment basis.

As new classification requirements for financial assets under IFRS 9 are more stringent than requirements under IAS 39, the adoption of the new standard may result in increase in financial assets designated as FVTPL and higher volatility in profit or loss of the Group. As of December 31, 2017, the Group’s financial assets consist of ₩6,176,575 million of loans and receivables, ₩934,390 million ofavailable-for-sale financial assets, and ₩328,314 million of financial assets at fair value through profit or loss.

A financial asset is measured at amortized cost under IFRS 9 if the asset is held by the Group to collect its contractual cash flows and the asset’s contractual cash flows represent solely payments of principal and interest. As of December 31, 2017, the Group has ₩6,176,575 million of loans and receivables measured at amortized cost.

Based on preliminary assessment, most of the Group’s loans and receivables are held to collect their contractual cash flows and the asset’s contractual cash flows represent solely payments of principal and interest. Though some are held for collecting the asset’s contractual cash flows and sale, management does not expect this to have a significant impact due to the short term nature of the receivables.

A financial asset is measured at FVOCI under IFRS 9 if the objective of the business model is achieved both by collecting contractual cash flows and selling financial assets; and the asset’s contractual cash flows represent solely payments of principal and interest. As of December 31, 2017, the Group has ₩19,928 million of debt instruments classified asavailable-for-sale financial assets.

Most of the debt instruments held by the Group classified asavailable-for-sale financial assets are expected to be classified as financial assets measured at FVOCI upon adoption IFRS 9 as at January 1, 2018. Therefore, management does not expect there to be a significant impact.

Under IFRS 9, equity instruments that are not held for trading may be irrevocably designated as FVOCI on initial recognition with no recycling of amounts from OCI to profit and loss. As of December 31, 2017, the Group has ₩914,462 million ofavailable-for-sale equity instruments.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

As the Group plans to classify the equity instruments with long-term investment purposes to financial assets measured at FVOCI under IFRS 9, the Group’s preliminary assessment did not indicate any material impact on the Group’s consolidated financial statements except no recycling of amounts from OCI to profit and loss is allowed.

All other financial assets are measured at FVTPL. As of December 31, 2017, the Group has ₩97,003 million of debt instruments classified as financial assets at FVTPL.

Most of the financial assets classified as FVTPL under IAS 39 of the Group are expected to be designated as financial assets measured at FVTPL under IFRS 9. Therefore, the Group’s preliminary assessment did not indicate any material impact on the Group’s consolidated financial statements upon adoption of IFRS 9 as at January 1, 2018.

ii)    Classification and measurement of financial liabilities

Under IFRS 9, for the financial liabilities designated as FVTPL using the fair value option, the element of gains or losses attributable to changes in the own credit risk should normally be recognized in OCI, with the remainder recognized in profit or loss. These amounts recognized in OCI are not recycled to profit or loss even when the liability is derecognized. However, if presentation of the fair value change in respect of the liability’s credit risk in OCI results in or enlarges an accounting mismatch in profit or loss, gains and losses are entirely presented in profit or loss.

Adoption of IFRS 9 may result in decrease in profit or loss, since the amount of fair value changes that is attributable to changes in the credit risk of the liability will be presented in OCI.

As of December 31, 2017, the Group’s total financial liability amounts to ₩12,725,704 million, among which the financial liabilities designated as FVTPL using fair value option amount to ₩60,278 million.

As of December 31, 2017, most of the financial liabilities designated as FVTPL of the Group have short-term maturities with no significant changes in their credit risks. The Group’s preliminary assessment did not indicate any material impact on the Group’s consolidated financial statements upon adoption of IFRS 9 as of January 1, 2018.

iii)    Impairment: financial assets and contract assets

The current impairment requirements under IAS 39 are based on an ‘incurred loss model’, where the impairment exists if there is objective evidence as a result of one or more events that occurred after the initial recognition of an asset. However, IFRS 9 replaces the incurred loss model in IAS 39 with an ‘expected credit loss model’ which applies to debt instruments measured at amortized cost or at fair value through other comprehensive income.

Under IFRS 9, the Group should recognize a loss allowance or provision at an amount equal to12-month expected credit losses or lifetime expected credit losses for financial assets determined by the extent of probable credit deterioration since initial recognition as explained below. Therefore, the new impairment requirements are expected to result in earlier recognition of credit losses compared to the incurred loss model of IAS 39.

Stages(*1)

Loss allowances

Stage 1

No significant increase in credit risk since initial recognition(*2)Loss allowances are determined for the amount of the expected credit losses that result from default events that are possible within 12 months after the reporting date.

Stage 2

Significant increase in credit risk since initial recognitionLoss allowances are determined for the amount of the expected credit losses that result from all possible default events over the expected life of the financial instrument.

Stage 3

Objective evidence of credit risk impairment

(*1)

Under IFRS 15,Revenue from Contracts with Customers (see note 4 (28) (2)), for trade receivables and contract assets arising with no significant credit risk, loss allowances are recognized at an amount equal to

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

lifetime expected credit losses. However, for trade receivables and contract assets with a significant financing component arising under IFRS 15, the Group may choose as its accounting policy to recognize loss allowances at an amount equal to lifetime expected credit losses. In addition, for receivables under lease arrangement, the Group may choose to recognize loss allowances at an amount equal to lifetime expected credit losses. The Group expects to perform the analysis on whether there was a significant increase in credit risk on collective basis instead of on individual instrument basis. In addition, when information that is more forward-looking than past due status is not available without undue cost or effort, the Group expects to use past due information to determine whether there have been significant increases in credit risk since initial recognition.

(*2)The Group may determine that a financial asset’s credit risk has not increased significantly if the asset has low credit risk at the reporting date.

IFRS 9 allows the Group to only recognize the cumulative changes in lifetime expected credit losses since initial recognition as a loss allowance for purchased or originated credit-impaired financial assets at the reporting date. As of December 31, 2017, the Group has ₩6,176,575 million of debt instrument financial assets measured at amortized cost and ₩362,171 million as loss allowances for these assets. The Group’s preliminary assessment did not indicate any material impact on the Group’s consolidated financial statements upon adoption of IFRS 9 on January 1, 2018.

iv)    Hedge accounting

IFRS 9 maintains the mechanics of hedge accounting from those in IAS 39. However, IFRS 9 replaces existing rule-based requirements under IAS 39 that are complex and difficult to apply with principle based requirement focusing more on the Group’s risk management purposes and procedures. Under IAS 9, more hedging instruments and hedged items are permitted and80%-125% effectiveness requirement is removed.

By complying with the hedging rules in IFRS 9, the Group may apply hedge accounting for transactions that currently do not meet the hedging criteria under IAS 39 thereby reducing volatility in profit or loss. As of December 31, 2017, the Group recognized the total amount of ₩2,026,434 million as hedged liabilities that applied hedge accounting and changes in fair value of cash flow hedge in the amount of ₩73,828 million was recognized in OCI for the year ended December 31, 2017.

Upon initial application of IFRS 9, the Group may choose as its accounting policy to continue to apply hedge accounting requirements under IAS 39 instead of the requirements in IFRS 9.

The Group is yet to decide on its accounting policy whether to continuously apply the hedge accounting requirements of IAS 39 instead of the requirements in IFRS 9 when initially applying IFRS 9. The Group designates derivatives such as currency swaps as hedging instruments to hedge the risk of variability in cash flows associated with the foreign currency debentures and borrowings. As the Group’s hedging instruments as of December 31, 2017 satisfy the hedge requirements of retrospective testing (80~125%) under IAS 39, the adoption of IFRS 9 is not expected to have material impact on the Group’s consolidated financial statements.

2)    IFRS 15, ‘RevenueRevenue from Contracts with Customers’Customers

IFRS 15, establishes a comprehensive framework for determining whether, how much and when revenue is recognized. It replaces existing revenue recognition guidance, including IAS 18 Revenue IAS 11 Constructionfrom Contracts and IFRIC 13 Customer Loyalty Programmes. IFRS 15with Customers, published in May 2014 is effective for annual reporting periods beginning on or after January 1, 2018, with early adoption permitted. It replaces existing revenue recognition guidance, including IAS 18,Revenue, IAS 11,Construction Contracts, SIC 31,Revenue: Barter Transactions Involving Advertising Services, International Financial Reporting Interpretations Committee (“IFRIC”) 13, Customer Loyalty Programs, IFRIC 15, Agreements for the Construction of Real Estate, and IFRIC 18, Transfers of Assets from Customers. The Group plans to adopt IFRS 15 on January 1, 2018. The Group plans to apply IFRS 15 by recognizing the cumulative effect of initially applying the IFRS 15 as an adjustment to the opening balance of

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

retained earnings (or other component of equity, as appropriate) of the year beginning January 1, 2018. The Group elected to apply IFRS 15 retrospectively only to contracts that are not completed contracts at the date of initial application (January 1, 2018) using the transition method permitted by IFRS 15.

IAS 18 provides separate revenue recognition criteria by transaction type which include sale of goods, rendering of services, and use of entity assets by others yielding interest, royalties and dividends. However, IFRS 15 introduces a five-step model for revenue recognition that focuses on the ‘transfer of control’ rather than the ‘transfer of risks and rewards’. The steps in five-step model are as follows:

identification of the contract with a customer;

identification of the performance obligations in the contract;

determination of the transaction price;

allocation of the transaction price to the performance obligations in the contract; and

recognition of revenue when (or as) the entity satisfies a performance obligation.

The Group performed evaluation and identified necessary changes to its accounting system and related controls based on the understanding of the revenue stream of the Group with the assistance of external information technology and accounting specialists. The Group is assessing the financial impact of the adoption of IFRS 15 on its consolidated financial statements and plans to complete the assessment by March 31, 2018.

Based on the circumstances and information available as of December 31, 2017, the Group preliminarily assessed the financial impact on its consolidated financial statements resulting from the adoption of IFRS 15. The results of the preliminary assessment are as follows. The results are subject to change according to the additional information available to use in subsequent periods.

i) Identification of performance obligations in the contract

A substantial portion of the Group’s revenues are generated from provision of wireless telecommunications services. IFRS 15 requires the Group to evaluate goods or services promised to customers to determine if they are performance obligations other than wireless telecommunications service that should be accounted for separately. The amount and timing of revenue recognition under IFRS 15 may be different from those under IAS 18 depending on the conclusion over the existence of separately identifiable performance obligations and the timing of satisfying each performance obligation.

In the case that the Group provides the wireless telecommunications services and a handset to one customer, the Group will allocate considerations from the customer between handset sale revenue and wireless telecommunications service revenue. The handset sales revenue is recognized when handset is sold and the wireless telecommunications service revenue is recognized as revenue over the period of the contract term as stated in the subscription contract.

ii) Allocate the transaction price to the separate performance obligations

In accordance with IFRS 15, the Group should allocate the transaction price to each performance obligation in a contract in proportion to their stand-alone selling price. The Group plans to use adjusted market assessment method for estimating the stand-alone selling price. However, in some circumstances, ‘expected cost plus a margin’ approach will be used.

The Group is in the progress of assessing the financial impact of allocating the transaction price to each performance obligation in a contract in proportion to their stand-alone selling price for the case where the Group provides the wireless telecommunications services and handset to one customer. Based on the preliminary assessment, the Group expects that wireless telecommunications service revenue will be decreased, while handset sale revenue will be increased upon adoption of IFRS 15.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

iii) Incremental costs to acquire a contract

The Group has exclusive contracts with its sales agents to sell the Group’s wireless telecommunications services to subscribers. These agents receive commissions depending on the number of subscribers newly added and retained. The commissions paid to the agents constitute a significant portion of the Group’s operating expenses. Currently, the portion of these commissions that would not have been incurred if there have been no binding contracts with the subscribers are expensed.

Under IFRS 15, for the Group’s incremental costs to acquire a subscription contract, the Group expects to capitalize such amounts and amortized over the expected subscription period estimated based on historical experience. However, as a practical expedient, the Group plans to expense the incremental cost as incurred if the amortization period of the contract acquisition and fulfillment cost is considered to be not longer than one year.

As of December 31, 2017, the Group is assessing the impact of capitalizing the incremental costs associated with obtaining customer contracts. Based on the preliminary assessment, the Group expects commission expenses to decrease, while corresponding assets capitalized (incremental costs of obtaining a contract) and amortization expenses to be recognized and incurred, respectively.

3)    IFRS 16, ‘Leases’Leases

IFRS 16, published in January 2016 replaces the existing guidance in IAS 17, Leases. IFRS 16 eliminates the current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases andoff-balance sheet operating leases. Instead, there is a single, on-balance sheet accounting model that is similar to current finance lease accounting. IFRS 16 is effective for annual reporting periods beginning on or after January 1, 2019, with early adoption permitted. IFRS16 replaces existing leases guidance including IAS 17,Leases, IFRIC 4,Determining whether an Arrangement contains a Lease, SIC 15,Operating Leases — Incentives and SIC 27,Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16, at the inception date of a contract and the first implementation of the standard, requires the Group to determine whether a contract is, or contains, a lease unless the Group applies the practical expedient for the existing lease contract at the date of adoption of the standard.

When accounting for lease, lessee and lessor should account for each lease component within the contract as a lease separately fromnon-lease components of the contract.

Lessee recognizes aright-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. However, there are optional exemptions for short-term leases and leases of low value items. As a practical expedient, a lessee may elect, by class of underlying asset, not to separatenon-lease components from lease components, and instead account for each lease component and any associatednon-lease components as a single lease component.

Lessor accounting remains similar to the current standard IAS 17. For a sale and leaseback arrangement, IFRS 16 requires the Group to apply the requirements for determining when a performance obligation is satisfied in IFRS 15 to determine whether the transfer of an asset is accounted for as a sale of that asset. However, sale and leaseback arrangements entered into before the adoption of IFRS 16 may not be reassessed.

5.     Operating Segmentsi) Lease accounting for lessees

As a lessee, the Group can either apply the IFRS 16 using a full retrospective approach; or modified retrospective approach. The full retrospective approach requires the Group to retrospectively apply the new standard to each prior reporting period presented, while modified retrospective approach requires the lessee to recognize the cumulative effect of initial application at the date of initial application of the new leases standard.

ii) Lease accounting for lessors

In case where the Group is an intermediate lessor, the Group should reassess subleases that were classified as operating leases applying IAS 17 and are ongoing at the date of initial application, whether each sublease should be

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

classified as an operating lease or a finance lease applying IFRS 16. For subleases that were classified as operating leases applying IAS 17 but finance leases applying IFRS 16, the Group should accounts for such sublease as a new finance lease entered into at the date of initial application of IFRS 16.

The Group plans to update its accounting system and related controls and complete the assessment of impact on its consolidated financial statements resulting from the adoption of IFRS 16 by December 31, 2018.

5.Operating Segments

The Group’s operating segments have been determinedidentified to be each business unit, forby which the Group provides independent services and merchandise. The Group’s reportable segments are: 1)are cellular services, which include wireless voice and data transmission services, sales of wireless devices, loTIoT solutions and platform services, and 2) services;fixed-line telecommunication services, which includefixed-line telephone services, broadband Internet services, advanced media platform services (including IPTV) and business communications services. All other operating segments,services;e-commerce services, which include open marketplace platform, 11st, and other commerce solutions, and other businesses, which include online portal service, hardware business and hardware business,other operations that do not meet the quantitative thresholds to be separately considered reportable segments and are presented as Others.segments.

(1) Segment information as of and for the years ended December 31, 2015, 20142017, 2016 and 20132015 is as follows:

 

(In millions of won)      
 2015  2017 
 Cellular
services
 Fixed-line
telecommu-
nication
services
 Others Total
segments
 Consolidation
adjustments
 Consolidated
amount
  Cellular
Services
 Fixed-line
telecommu-
nication
services
 E-commerce
Services
 Others Sub-total Adjustments Total 

Total revenue

 14,962,689    3,162,712    2,113,543    20,238,944    (3,102,210  17,136,734   14,873,543  3,586,887  1,091,903  788,836  20,341,169  (2,821,156 17,520,013 

Internal revenue

  1,693,411    668,139    740,660    3,102,210    (3,102,210    

Inter-segment revenue

 1,611,408  862,736  47,732  299,280  2,821,156  (2,821,156   

External revenue

  13,269,278    2,494,573    1,372,883    17,136,734        17,136,734   13,262,135  2,724,151  1,044,171  489,556  17,520,013     17,520,013 

Depreciation and amortization

  2,174,819    531,106    139,370    2,845,295        2,845,295   2,390,016  592,877  54,486  60,087  3,097,466     3,097,466 

Operating income (loss)

  1,678,339    108,252    (78,585  1,708,006    (212,581  1,495,425  

Gain related to investments in subsidiaries, associates and joint ventures, net

       786,140  

Operating profit (loss)

 1,714,078  167,515  (267,829 (77,138 1,536,626  (312,054 1,224,572 

Gain relating to investments in subsidiaries, associates and joint ventures, net

       2,245,732 

Finance income

       103,900         366,561 

Finance costs

       (350,100       (433,616
      

 

        

 

 

Profit from continuing operations before income tax

       2,035,365  

Profit before income tax

       3,403,249 
       

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)   
  2014 
  Cellular
services
  Fixed-line
telecommu-
nication
services
  Others  Total
segments
  Consolidation
adjustments
  Consolidated
amount
 

Total revenue

 15,248,039    3,119,845    1,884,784    20,252,668    (3,088,870  17,163,798  

Internal revenue

  1,720,158    669,925    698,787    3,088,870    (3,088,870    

External revenue

  13,527,881    2,449,920    1,185,997    17,163,798        17,163,798  

Depreciation and amortization

  2,113,510    501,623    99,597    2,714,730        2,714,730  

Operating income (loss)

  1,754,433    80,423    (9,751  1,825,105    (217,279  1,607,826  

Gain related to investments in subsidiaries, associates and joint ventures, net

       906,338  

Finance income

       126,337  

Finance costs

       (386,673
      

 

 

 

Profit from continuing operations before income tax

       2,253,828  

(In millions of won)      
 2013  2016 
 Cellular
services
 Fixed-line
telecommu-
nication
services
 Others Total
segments
 Consolidation
adjustments
 Consolidated
amount
  Cellular
Services
 Fixed-line
telecommu-
nication
services
   E-commerce
Services
 Others Sub-total Adjustments Total 

Total revenue

 14,501,829    2,972,642    1,741,599    19,216,070    (2,614,016  16,602,054   14,635,720  3,349,905    1,177,323  726,374  19,889,322  (2,797,506 17,091,816 

Internal revenue

  1,186,297    648,253    779,466    2,614,016    (2,614,016    

Inter-segment revenue

 1,630,811  698,712    176,007  291,976  2,797,506  (2,797,506   

External revenue

  13,315,532    2,324,389    962,133    16,602,054        16,602,054   13,004,909  2,651,193    1,001,316  434,398  17,091,816     17,091,816 

Depreciation and amortization

  2,019,531    522,155    119,937    2,661,623        2,661,623   2,262,363  551,811    68,298  59,414  2,941,886     2,941,886 

Operating income (loss)

  1,986,106    55,625    (30,622  2,011,109    (432,706  1,578,403  

Gain related to investments in subsidiaries, associates and joint ventures, net

       706,509  

Operating profit (loss)

 1,799,127  132,459    (365,194 (30,648 1,535,744  (232,326 1,303,418 

Gain relating to investments in subsidiaries, associates and joint ventures, net

        544,501 

Finance income

       113,392          575,050 

Finance costs

       (571,203        (326,830
      

 

         

 

 

Profit from continuing operations before income tax

       1,827,101  

Profit before income tax

        2,096,139 
        

 

 
(In millions of won)   
 2015 
 Cellular
Services
 Fixed-line
telecommu-
nication
services
   E-commerce
Services
 Others Sub-total Adjustments Total 

Total revenue

 14,962,689  3,162,712    1,703,278  410,265  20,238,944  (3,102,210 17,136,734 

Inter-segment revenue

 1,693,411  668,139    643,299  97,361  3,102,210  (3,102,210   

External revenue

 13,269,278  2,494,573    1,059,979  312,904  17,136,734     17,136,734 

Depreciation and amortization

 2,174,819  531,106    112,537  26,833  2,845,295     2,845,295 

Operating profit (loss)

 1,678,339  108,252    (6,740 (71,845 1,708,006  (212,581 1,495,425 

Gain relating to investments in subsidiaries, associates and joint ventures, net

        786,140 

Finance income

        103,900 

Finance costs

        (350,100
        

 

 

Profit before income tax

        2,035,365 
        

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

Reconciliation of total segment operating income to consolidated operating income from continuing operations for the years ended December 31, 2015, 2014 and 2013 are as follows:

(2)Reconciliation of total segment operating income to consolidated operating profit from continuing operations for the years ended December 31, 2017, 2016 and 2015 are as follows:

 

(In millions of won)          2017 2016 2015 
  2015 2014 2013 

Total segment operating income

  1,708,006    1,825,105    2,011,109    1,536,626  1,535,744  1,708,006 

Other operating income:

        

Fees revenues

       8,199    7,303  

Gain on disposal of property and equipment and intangible assets

   7,140    8,792    7,991     13,991  6,908  7,140 

Others(*1)

   23,795    39,480    59,660     18,006  59,640  23,795 
  

 

  

 

  

 

   

 

  

 

  

 

 
   30,935    56,471    74,954     31,997  66,548  30,935 

Other operating expenses:

        

Impairment loss on property and equipment and intangible assets

   (35,845  (47,489  (13,770   (54,946 (24,506 (35,845

Loss on disposal of property and equipment and intangible assets

   (21,392  (32,950  (267,468   (60,086 (63,797 (21,392

Donations

   (72,454  (67,823  (82,057   (112,634 (96,633 (72,454

Bad debt for accounts receivable – other

   (15,323  (17,943  (22,155

Bad debt for accounts receivable — other

   (5,793 (40,312 (15,323

Others(*2)

   (98,502  (107,545  (122,210   (110,592 (73,626 (98,502
  

 

  

 

  

 

   

 

  

 

  

 

 
   (243,516  (273,750  (507,660   (344,051 (298,874 (243,516
  

 

  

 

  

 

   

 

  

 

  

 

 

Consolidated operating income from continuing operations

  1,495,425    1,607,826    1,578,403  

Consolidated operating profit from continuing operations

  1,224,572  1,303,418  1,495,425 
  

 

  

 

  

 

   

 

  

 

  

 

 

 

 

(*1)Others for the yearsyear ended December 31, 2015, 2014 and 20132016 include ₩2.1 billion, ₩8.1 billion and ₩10.3₩25 billion of VAT refund, respectively, and various other incomes with inconsequential amounts.penalty refund.

 

(*2)Others for the years ended December 31, 2017, 2016 and 2015 2014 and 2013 include ₩29.5primarily consist of ₩21.4 billion, ₩54.7₩7.6 billion and ₩96.5₩29.5 billion of penalties, respectively, and various other expenses with inconsequential amounts.

Intersegment sales and purchases are conducted on an arms-length basis and eliminated on consolidation. Since there are no intersegment sales of inventory or depreciable assets, there is no unrealized intersegment profit to be eliminated on consolidation. Domestic revenue for the years ended December 31, 2015, 20142017, 2016 and 20132015 amounts to ₩17,083₩17,374 billion, ₩17,073₩16,940 billion and ₩16,557₩17,083 billion, respectively. Domesticnon-current assets (excluding financial assets, investments in associates and joint ventures and deferred tax assets) as of December 31, 2015, 20142017, 2016 and 20132015 amount to ₩15,554 billion, ₩15,949 billion and ₩14,474 billion, ₩14,817 billion and ₩14,762 billion, and non-current assets outside of Korea amount to ₩287₩257 billion, ₩278₩286 billion and ₩1₩287 billion, respectively.

No single customer contributed 10% or more to the Group’s total sales for the years ended December 31, 2015, 20142017, 2016 and 2013.2015.

Though the Group is expanding into new geographic regions, as of December 31, 2015, the Group still principally operates in its domestic market in Korea.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

The Group’s operating revenue by service type is as follows:

(3)The Group’s operating revenue by service type is as follows:

 

(In millions of won)(In millions of won) (In millions of won) 
  2015   2014   2013   2017   2016   2015 

Cellular revenue

      

Cellular revenue:

      

Wireless service(*1)

  10,720,518     11,010,639     11,001,123    10,638,961    10,582,963    10,720,518 

Cellular interconnection

   710,026     817,038     844,977     592,754    614,446    710,026 

Wireless device sales

   963,354     761,629     645,914     1,052,203    922,449    963,354 

Miscellaneous(*2)

   875,380     938,575     823,518     978,217    885,051    875,380 
  

 

   

 

   

 

   

 

   

 

   

 

 
   13,269,278     13,527,881     13,315,532     13,262,135    13,004,909    13,269,278 

Fixed-line telecommunication services revenue

      

Fixed-line telecommunication services revenue:

      

Fixed line telephone service

   420,611     467,333     474,430     316,763    357,754    420,611 

Fixed line interconnection

   57,130     57,401     78,731     116,070    134,089    57,130 

Broadband internet service and advanced media platform service

   1,308,789     1,152,708     1,023,156     1,641,645    1,472,776    1,308,789 

International calling service

   99,106     111,983     127,005     89,412    95,986    99,106 

Miscellaneous(*3)

   608,937     660,495     621,067     560,261    590,588    608,937 
  

 

   

 

   

 

   

 

   

 

   

 

 
   2,494,573     2,449,920     2,324,389     2,724,151    2,651,193    2,494,573 

Others revenue

      

Commerce service(*4)

   988,524     911,487     742,616  

E-commerce services revenue(*4)

   1,044,171    1,001,316    1,059,979 

Other revenue:

      

Portal service(*5)

   63,880     72,984     92,153     43,952    54,177    71,812 

Miscellaneous(*6)

   320,479     201,526     127,364     445,604    380,221    241,092 
  

 

   

 

   

 

   

 

   

 

   

 

 
   1,372,883     1,185,997     962,133     489,556    434,398    312,904 
  

 

   

 

   

 

   

 

   

 

   

 

 

Consolidated operating revenue

  17,136,734     17,163,798     16,602,054    17,520,013    17,091,816    17,136,734 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

 

(*1)Wireless service revenue includes revenue from wireless voice and data transmission services principally derived through monthlyplan-based fees, usage charges for outgoing voice calls, usage charges for wireless data services andvalue-added service fees.fees paid by our wireless subscribers.

 

(*2)Miscellaneous cellular services revenue includes revenue from IoT solutions platform services as well as other miscellaneous cellular services.

 

(*3)Miscellaneous fixed-line telecommunication services revenue includes revenues from business communications services (other thanfixed-line telephone service) provided by SK Broadband and VoIP services provided by SK Telink.Telink

 

(*4)CommerceE-commerce service revenue includes revenues from 11st, an online open marketplace platform, and O2Oother commerce solutions.

 

(*5)Portal service revenue includes revenues from Nate, and online portal service operated by SK Communications, and Cyworld, a social networking service formerly operated by SK Communications. In March 2014, the Cyworld business was spun-off into an unaffiliated company.

 

(*6)Miscellaneous othersother revenue includes revenues from hardware business, security business operated by one of the Group’s subsidiaries, Neosnetworks,NSOK Co., Ltd., marketing and ansales solutions business operated by one of the Group’s subsidiaries, SK m&service Co., Ltd., and online open marketplace for mobile applications among other operations.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

6.Restricted Deposits

Deposits which are restricted in use as of December 31, 20152017 and 20142016 are summarized as follows:

 

(In millions of won)        
   December 31, 2015   December 31, 2014 

Short-term financial instruments

    

Charitable fund(*)

  79,500     86,000  

Other

   2,969     4,321  

Long-term financial instruments

   10,596     612  

Guarantee deposits

   280     280  
  

 

 

   

 

 

 
  93,345     91,213  
  

 

 

   

 

 

 
(In millions of won)        
   December 31, 2017   December 31, 2016 

Short-term financial instruments(*)

  89,850    90,278 

Long-term financial instruments(*)

   1,222    937 
  

 

 

   

 

 

 
  91,072    91,215 
  

 

 

   

 

 

 

 

 

(*)The Group established aFinancial instruments include charitable trust fund for charitable purposes. Profitsestablished by the Group where profits from the fund are donated to charitable institutions. As of December 31, 2015,2017, the funds cannot be withdrawn.withdrawn before maturity.

 

7.Trade and Other Receivables

 

(1)Details of trade and other receivables as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)(In millions of won) (In millions of won) 
  December 31, 2015   December 31, 2017 
  Gross
amount
   Allowances for
impairment
 Carrying
amount
   Gross
amount
   Allowances for
doubtful accounts
 Carrying
amount
 

Current assets:

          

Accounts receivable — trade

  2,583,558     (238,691  2,344,867    2,365,270    (239,263 2,126,007 

Short-term loans

   54,377     (482  53,895     63,380    (550 62,830 

Accounts receivable — other

   752,731     (78,992  673,739     1,336,247    (75,412 1,260,835 

Accrued income

   10,753         10,753     3,979      3,979 

Others

   1,861         1,861     3,927      3,927 
  

 

   

 

  

 

   

 

   

 

  

 

 
   3,403,280     (318,165  3,085,115     3,772,803    (315,225 3,457,578 

Non-current assets:

          

Long-term loans

   87,501     (25,047  62,454     97,635    (46,761 50,874 

Long-term accounts receivable — other

   2,420         2,420     287,048      287,048 

Guarantee deposits

   297,281         297,281     292,590      292,590 

Long-term accounts receivable — trade

   46,047     (804  45,243     12,933    (185 12,748 
  

 

   

 

  

 

   

 

   

 

  

 

 
   433,249     (25,851  407,398     690,206    (46,946 643,260 
  

 

   

 

  

 

   

 

   

 

  

 

 
  3,836,529     (344,016  3,492,513    4,463,009    (362,171 4,100,838 
  

 

   

 

  

 

   

 

   

 

  

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)  December 31, 2014           
  December 31, 2016 
  Gross
amount
   Allowances for
impairment
 Carrying
amount
   Gross amount   Allowances for
doubtful accounts
 Carrying
amount
 

Current assets:

          

Accounts receivable — trade

  2,614,059     (221,909  2,392,150    2,482,502    (241,576 2,240,926 

Short-term loans

   75,199     (687  74,512     59,526    (547 58,979 

Accounts receivable — other

   769,115     (78,588  690,527     1,200,421    (78,977 1,121,444 

Accrued income

   10,134         10,134     2,780      2,780 

Others

   3,865         3,865     3,937      3,937 
  

 

   

 

  

 

   

 

   

 

  

 

 
   3,472,372     (301,184  3,171,188     3,749,166    (321,100 3,428,066 

Non-current assets:

          

Long-term loans

   82,735     (27,007  55,728     113,456    (47,980 65,476 

Long-term accounts receivable — other

   3,596         3,596     149,669      149,669 

Guarantee deposits

   285,144         285,144     298,964      298,964 

Long-term accounts receivable — trade

   68,536         68,536     20,637    (252 20,385 
  

 

   

 

  

 

   

 

   

 

  

 

 
   440,011     (27,007  413,004     582,726    (48,232 534,494 
  

 

   

 

  

 

   

 

   

 

  

 

 
  3,912,383     (328,191  3,584,192    4,331,892    (369,332 3,962,560 
  

 

   

 

  

 

   

 

   

 

  

 

 

 

(2)The movementsChanges in allowances for doubtful accounts of trade and other receivables duringfor the years ended December 31, 20152017 and 2014 were2016 are as follows:

 

(In millions of won)        
  2015 2014   2017 2016 

Balance at January 1

  328,191    323,984    369,332  344,016 

Increase of bad debt allowances

   75,773    63,697  

Bad debt expense

   40,377  78,132 

Write-offs

   (87,798  (89,529   (70,802 (79,891

Collection of receivables previously written-off

   27,364    29,213  

Net exchange differences and changes in consolidation scope

   486    826  

Other

   23,264  27,075 
  

 

  

 

   

 

  

 

 

Balance at December 31

  344,016    328,191    362,171  369,332 
  

 

  

 

   

 

  

 

 

 

(3)Details of overdue but not impaired, and impaired trade and other receivablereceivables as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)        
  December 31, 2015 December 31, 2014   December 31, 2017 December 31, 2016 
  Accounts
receivable — trade
 Other
receivables
 Accounts
receivable — trade
 Other
receivables
   Accounts
receivable - trade
 Other
receivables
 Accounts
receivable - trade
 Other
receivables
 

Neither overdue nor impaired

  1,841,442    1,053,096    1,831,243    1,089,001    1,585,714  1,930,261  1,715,966  1,617,349 

Overdue but not impaired

   77,008    5,155    76,671    3,481     29,304  3,113  41,613  5,663 

Impaired

   711,155    148,673    774,681    137,306     763,185  151,432  745,560  205,741 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
   2,629,605    1,206,924    2,682,595    1,229,788     2,378,203  2,084,806  2,503,139  1,828,753 

Allowances for doubtful accounts

   (239,495  (104,521  (221,909  (106,282   (239,448 (122,723 (241,828 (127,504
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 
  2,390,110    1,102,403    2,460,686    1,123,506    2,138,755  1,962,083  2,261,311  1,701,249 
  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

 

The Group establishes allowances for doubtful accounts based on the likelihood of recoverability of trade and other receivables based on their aging at the end of the period, past customer default experience, customer credit status, and economic and industrial factors.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(4)The aging of overdue but not impaired accounts receivable as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31, 2015   December 31, 2014   December 31, 2017   December 31, 2016 
  Accounts
receivable — trade
   Other
receivables
   Accounts
receivable — trade
   Other
receivables
   Accounts
receivable -

trade
   Other
receivables
   Accounts
receivable -
trade
   Other
receivables
 

Less than 1 month

  20,908     2,770     25,254     1,795    7,150    2,679    11,543    2,838 

1 ~ 3 months

   21,941     924     26,469     213     1,663    44    9,144    140 

3 ~ 6 months

   7,043     265     11,641     608     1,576    124    4,643    1 

More than 6 months

   27,116     1,196     13,307     865     18,915    266    16,283    2,684 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  77,008     5,155     76,671     3,481    29,304    3,113    41,613    5,663 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

8.Inventories

Details of inventories as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31, 2015   December 31, 2014   December 31, 2017   December 31, 2016 
  Acquisition
cost
   Write-
down of
inventory
 Carrying
amount
   Acquisition
cost
   Write-
down of
inventory
 Carrying
amount
   Acquisition
cost
   Write-down Carrying
amount
   Acquisition
cost
   Write-down Carrying
amount
 

Merchandise

  247,294     (5,064  242,230     252,063     (5,325  246,738    251,463    (7,488 243,975    232,871    (6,913 225,958 

Finished goods

   3,530     (179  3,351     1,930     (216  1,714     1,889    (557 1,332    1,931    (363 1,568 

Work in process

   1,976     (149  1,827     1,144     (131  1,013  

Work-in-process

   1,906    (956 950    2,895    (347 2,548 

Raw materials and supplies

   27,296     (1,148  26,148     19,242     (1,040  18,202     29,395    (3,249 26,146    31,141    (1,369 29,772 
  

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

 
  280,096     (6,540  273,556     274,379     (6,712  267,667    284,653    (12,250 272,403    268,838    (8,992 259,846 
  

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

  

 

 

The amount of the inventory write-downs andwrite-off of inventories charged to statementsstatement of income and write-off of inventories are as follows:

 

(In millions of won)                        
  2015   2014   2013   2017   2016   2015 

Charged to cost of products that have been resold

  1,983     2,052     1,498    6,079    3,751    1,983 

Write-off upon sale

   (2,095   (1,326   (95   (2,820   (1,299   (2,095

There are no significant reversals of inventory write-downs for the periods presented.

 

9.Investment Securities

 

(1)Details of short-term investment securities as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31, 2015   December 31, 2014   December 31,
2017
   December 31,
2016
 

Beneficiary certificates(*)

  92,262     277,003    144,386    107,364 

Current portion of long-term investment securities

        3,158  
  

 

   

 

 
  92,262     280,161  
  

 

   

 

 

 

 

(*)The distributions arising fromincome distributable in relation to beneficiary certificates as of December 31, 20152017 were accounted for as accrued income.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(2) Details of long-term investment securities as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)        
   December 31, 2015   December 31, 2014 

Equity securities:

    

Marketable equity securities

  897,958     657,286  

Unlisted equity securities(*1)

   96,899     56,236  

Equity investments(*2)

   207,916     209,120  
  

 

 

   

 

 

 
   1,202,773     922,642  

Debt securities:

    

Public bonds(*3)

        158  

Investment bonds(*4)

   4,453     36,638  
  

 

 

   

 

 

 
   4,453     36,796  
  

 

 

   

 

 

 

Total

   1,207,226     959,438  

Less current portion of long-term investment securities

        (3,158
  

 

 

   

 

 

 

Long-term investment securities

  1,207,226     956,280  
  

 

 

   

 

 

 
(In millions of won)        
   December 31,
2017
   December 31,
2016
 

Equity securities:

    

Marketable equity securities(*1)

  589,202    526,363 

Unlisted equity securities etc.(*2)

   277,877    295,403 
  

 

 

   

 

 

 
   867,079    821,766 

Debt securities:

    

Investment bonds

   19,928    6,755 
  

 

 

   

 

 

 
  887,007    828,521 
  

 

 

   

 

 

 

 

 

(*1)During the year ended December 31, 2016, the Group sold 3,793,756 shares of Loen Entertainment, Inc. to Kakao Corp. in exchange for 1,357,367 shares of Kakao Corp. and ₩218,037 million in cash. In connection with the sale of Loen Entertainment shares, the Group recognized gain on disposal of long-term investment securities amounting to ₩314,745 million.

The Group recognized gain on disposal amounting to ₩138,779 million as the Group disposed its entire marketable equity securities of POSCO Co., Ltd. for ₩305,110 million of cash during the year ended December 31, 2016.

In addition, the Group sold 1,357,367 shares of Kakao Corp. in exchange for ₩112,649 million in cash during the year ended December 31, 2017. In connection with the sale of Kakao Corp. shares, the Group recognized loss on disposal of long-term investment securities amounting to ₩35,468 million.

(*2)Unlisted equity securities and equity investments whose fair value cannot be measured reliably are recorded at cost.

 

(*2)10.Equity investments are recorded at cost.Business Combination

 

(*(1)2017

1)Acquisition of S.M. LIFE DESIGN COMPANY JAPAN INC. by IRIVER LIMITED

On September 1, 2017, IRIVER LIMITED, a subsidiary of the Parent Company, acquired all of the S.M. LIFE DESIGN COMPANY JAPAN INC.’s shares from S.M. ENTERTAINMENT JAPAN, Inc. in order to enter overseas business and enhance its competitiveness with the consideration of ₩30,000 million in cash. The Group recognized the difference between the consideration paid and the fair value of net assets acquired amounting to ₩21,748 million as goodwill. Subsequent to the acquisition, S.M. LIFE DESIGN COMPANY JAPAN INC. recognized revenues and net profit of amounting to ₩6,365 million and ₩1,244 million, respectively, in 2017.

2)Merger of SM mobile communications Co., Ltd. by IRIVER LIMITED

On October 1, 2017, IRIVER LIMITED merged SM mobile communications Co., Ltd. in order to enter contents business and enhance competitiveness of its device business. As a result of merger, IRIVER LIMITED obtained control over S.M. Mobile Communications JAPAN Inc. which was wholly owned by SM mobile communications Co., Ltd. The consideration transferred was measured at the fair value of the shares transferred based on the merger ratio set on October 1, 2017. The Group recognized the difference between the consideration and the fair value of net assets amounting to ₩13,473 million as goodwill. Subsequent to the consummation of the merger, S.M. Mobile Communications JAPAN Inc. recognized no revenue with ₩103 million of net loss in 2017.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

3)Details of maturity forConsiderations paid and assets and liabilities recognized at the public bonds as of December 31, 2015 and 2014acquisition date are as follows:

 

(In millions of won)
December 31, 2015December 31, 2014

Less than 1 year

158
(In millions of won)       
   S.M. LIFE DESIGN
COMPANY JAPAN INC.
  S.M. Mobile
Communications JAPAN Inc.
 

Considerations paid:

   

Cash and cash equivalents

  30,000    

Shares of IRIVER LIMITED

      24,650 

Assets and liabilities acquired:

   

Cash and cash equivalents

  3,434   4,112 

Trade and other receivables

   1,471   237 

Inventories

   1,879    

Property and equipment

   4   311 

Intangible assets

   6,677   7,445 

Other assets

      41 

Trade and other payables

   (2,563  (815

Deferred tax liabilities

   (2,324   

Other liabilities

   (326  (154
  

 

 

  

 

 

 

Net assets

  8,252   11,177 
  

 

 

  

 

 

 

 

(*4)During the year ended December 31, 2015, the Parent Company exercised the conversion right for the convertible bonds of Health Connect Co., Ltd., which were classified as available-for-sale financial assets. Health Connect Co., Ltd. has been classified as investments in associates (₩5,900 million) as the Parent Company obtained significant influence over the company. As a result of this transaction, investments in associates have increased by ₩5,900 million and the remaining convertible bonds of ₩560 million was fully redeemed.

10.Assets and Liabilities Classified as Held for Sale

During the year ended December 31, 2014, the Group entered into a disposal contract regarding the Group’s ownership interests in Shenzhen E-eye High Tech Co., Ltd., the Parent Company’s subsidiary. Assets and liabilities of the subsidiary amounting to ₩10,510 million and ₩408 million, were reclassified to assets and liabilities held for sale, respectively, and the carrying amount in excess of the fair value less cost to sell was recognized as impairment loss. The ownership interests of Shenzhen E-eye High Tech Co., Ltd. were disposed during the year ended December 31, 2015.

11.Business Combination

(1)(2)2015

 

1)General information

On April 1, 2015, Neosnetworks Co., Ltd., a subsidiary of the Parent Company, acquired an unmanned machine security business of Joeun Safe Co., Ltd., which manages facility guardingprovides security and maintenance services, in order to expand infrastructure and enhance competitiveness of its security business.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

The Group recognized the acquired assets and liabilities at fair value and the difference between the consideration and fair value of net assets as goodwill.

 

2)ConsiderationConsiderations paid and identifiable assets acquired and liabilities transferredassumed

ConsiderationConsiderations paid and assets in succession recognized at the acquisition date are as follows:

 

(In millions of won)    
   2015 

ConsiderationConsiderations paid and liabilities assumed:

  

Cash and cash equivalents

  13,197 

Accounts payable — other

   1,858 
  

 

 

 
  15,055 
  

 

 

 

Assets transferredacquired:

  

Property and equipment

  3,208 

Intangible assets

   8,486 

Other assets

   1,603 
  

 

 

 
  13,297 
  

 

 

 

 

(2)11.2014Business Combinations under Common Control

 

1)(1)General information2016

The Parent Company acquired the ownership interests of Neosnetworks Co., Ltd., IRIVER LIMITED and shopkick, Inc. and they were newly included in the list of subsidiaries duringDuring the year ended December 31, 2014.

i)Neosnetworks Co., Ltd.

On April 2, 2014,2016, the Parent Company acquired thedistributed its entire ownership interest of 66.7% ofinterests in Neosnetworks Co., Ltd., which manages facility guarding services, in order to secure new growth engine in physical security market and obtained the control over NeosnetworksSK Telink Co., Ltd.

Neosnetworks Co., Ltd. recognized revenue of ₩25,743 million and loss of ₩2,277 million, respectively, from the acquisition date to December 31, 2014.

ii)IRIVER LIMITED

On August 13, 2014, the Parent Company obtained ownership interests of 39.3% by acquiring 10,241,722 shares of IRIVER LIMITED from investment companies in order to develop smart phone applications and media devices such as Bluetooth speakers and ear phones for future growth and additionally acquired 4,960,317 shares by participating in the capital increase. As of the end of December 31, 2014, the Parent Company has the ownership interest of 49% of IRIVER LIMITED. After the Group acquired control over IRIVER LIMITED, IRIVER LIMITED has recognized revenue of ₩16,311 million and a net profit of ₩4,066 million.

iii)shopkick, Inc.

On October 10, 2014, shopkick Management Company, Inc., of which SKP America LLC., a subsidiary of the Parent Company has the ownership interest of 95.2%, obtained control over shopkick, Inc. by purchasing the ownership interest of 100% of shopkick, Inc. for the purpose of acquiring the platform of its mobile commerce businessas contribution in the United States and expansion of the Group’s global market position.kind.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

Neosnetworks Co., Ltd. became a wholly owned subsidiary of SK Telink Co., Ltd. As this transaction is a business combination under common control, SK Telink Co., Ltd. recognized the book value of the assets and liabilities of Neosnetworks Co., Ltd. in its financial statements. There’s no effect on the assets and liabilities of the consolidated financial statements.

 

2)Consideration paid and identifiable assets and liabilities transferred

Consideration paid and identifiable assets acquired and liabilities assumed recognized at the acquisition date are as follows:

(In millions of won)          
   Neosnetworks
Co., Ltd.
  IRIVER
LIMITED
  shopkick,
Inc.
 

Consideration paid

    

Cash and cash equivalents

  23,968    29,503    230,925  

Other current liabilities

           18,686  

Long-term payables — other (*)

   14,500          
  

 

 

  

 

 

  

 

 

 
   38,468    29,503    249,611  
  

 

 

  

 

 

  

 

 

 

Fair value of assets acquired and liabilities assumed

    

Cash and cash equivalents

  16,631    3,098    13,881  

Accounts receivable — trade, net

   111    11,687    6,541  

Inventories, net

       11,780    727  

Property, equipment and intangible assets

   11,489    3,153    81,972  

Other assets

   1,289    6,824    6,236  

Accounts payable — trade

   (3,411  (7,113  (796

Borrowings and debentures

   (2,150  (2,293    

Other liabilities

   (3,305  (6,268  (13,008
  

 

 

  

 

 

  

 

 

 
  20,654    20,868    95,553  
  

 

 

  

 

 

  

 

 

 

Controlling interests

   20,654    8,193    91,006  

Non-controlling interests

       12,675    4,547  

(*)During the year ended December 31, 2014, the Parent Company acquired 31,310 shares of Neosnetworks Co., Ltd. (the ownership interest of 66.7%) by purchasing old shares from the pre-existing shareholders and participating in the capital increase. The Parent Company entered into a shareholders’ agreement which granted put options to the pre-existing shareholders for the remaining equity interest of Neosnetworks Co., Ltd. and call options to the Parent Company for those shares if certain conditions are met. In accordance with this shareholders’ agreement, the Group deemed that it assumed the residual equity of the pre-existing shareholders on the acquisition date, and the amount to be paid to the pre-existing shareholders for this acquisition in the future was recorded as long-term payables-other.

12.Business Combinations under Common Control

(1)(2)2015

During the year ended December 31, 2015, hoppin service division of SK Planet Co., Ltd., a subsidiary of the Parent Company, was spun off from SK Planet Co., Ltd. and was merged into SK Broadband, Co., Ltd., a subsidiary of the Parent Company. There is no impact on the consolidated financial statements as it is a business combination under common control.

 

(2)12.2014

1)General information

PS&Marketing Corporation, a subsidiary of the Parent Company, acquired the retail distribution business of IT service department of SK Networks Co., Ltd. on April 30, 2014 in order to strengthen the mid/long-term distribution competitiveness by expanding the retail infrastructure and enlarging the direct management network.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

Revenues and profit or loss recognized after the acquisition date by the acquired businesses of PS&Marketing Corporation are not disclosed as the estimate is practically impossible.

As the business combination which occurred during the years ended December 31, 2014 was a business combination between entities under common control, the difference between the consideration and book value of net assets was recognized as a capital deficit and other capital adjustments.

2)Consideration paid and assets and liabilities transferred

Consideration paid and assets and liabilities transferred as of the acquisition date are as follows:

(In millions of won)
2014

Consideration paid

Cash and cash equivalents

111,330

Investments in associates (carrying value)

Accounts payables — other

13,156

124,486

Assets and liabilities transferred

Cash and cash equivalents

Accounts receivable — trade

57,760

Inventories

94,441

Property and equipment, and intangible assets

13,010

Other assets

23,281

Accounts payable — trade and other

(78,821

Other liabilities

(13,826

95,845

Amount recorded in capital surplus and other capital adjustments

28,641

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

13.Investments in Associates and Joint Ventures

 

(1)Investments in associates and joint ventures accounted for using the equity method as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)   December 31, 2015  December 31, 2014 
  Country Ownership
percentage
  Carrying
amount
  Ownership
percentage
  Carrying
amount
 

Investments in associates

     

SK China Company Ltd.(*1)

 China  9.6   43,814    9.6   35,817  

Korea IT Fund(*2)

 Korea  63.3    260,456    63.3    240,676  

KEB HanaCard Co., Ltd.(*1,3)

 Korea  15.0    254,177    25.4    425,140  

Candle Media Co., Ltd.

 Korea  35.1    20,144    35.1    19,486  

NanoEnTek, Inc. (*4)

 Korea  28.6    45,008    26.0    36,527  

SK Industrial Development China Co., Ltd.

 Hong Kong  21.0    86,324    21.0    79,394  

Packet One Network(*5)

 Malaysia          13.6    53,670  

SK Technology Innovation Company

 Cayman  49.0    45,891    49.0    44,052  

HappyNarae Co., Ltd.

 Korea  42.5    17,095    42.5    15,551  

SK hynix Inc.

 Korea  20.1    5,624,493    20.1    4,849,159  

SK MENA Investment B.V.

 Netherlands  32.1    14,929    32.1    14,015  

SKY Property Mgmt. Ltd.

 Virgin
Island
  33.0    251,166    33.0    248,534  

Xinan Tianlong Science and Technology Co., Ltd.

 China  49.0    25,767    49.0    25,874  

Daehan Kanggun BcN Co., Ltd. and others

       161,058        158,725  
   

 

 

   

 

 

 

Sub-total

    6,850,322     6,246,620  
   

 

 

   

 

 

 

Investments in joint ventures

     

Dogus Planet, Inc.(*6)

 Turkey  50.0    15,118    50.0    11,441  

PT. Melon Indonesia

 Indonesia  49.0    4,339    49.0    3,564  

Television Media Korea Ltd.(*7)

 Korea          51.0    6,944  

Celcom Planet

 Malaysia  51.0    3,406    51.0    16,605  

PT XL Planet Digital(*6)

 Indonesia  50.0    23,108    50.0    12,914  
   

 

 

   

 

 

 

Sub-total

    45,971     51,468  
   

 

 

   

 

 

 

Total

   6,896,293    6,298,088  
   

 

 

   

 

 

 
(In millions of won)               
     December 31, 2017  December 31, 2016 
   

Country

 Ownership
(%)
  Carrying
amount
  Ownership
(%)
  Carrying
amount
 

Investments in associates:

      

SK China Company Ltd.(*1)

  China  27.3  526,099   9.6  46,354 

Korea IT Fund(*2)

  Korea  63.3   257,003   63.3   263,850 

KEB HanaCard Co., Ltd.(*3)

  Korea  15.0   280,988   15.0   265,798 

NanoEnTek, Inc.

  Korea  28.5   38,718   28.5   39,514 

SK Industrial Development China Co., Ltd.(*1)

  Hong Kong        21.0   74,717 

SK Technology Innovation Company

  Cayman Islands  49.0   42,511   49.0   47,488 

HappyNarae Co., Ltd.(*4)

  Korea  45.0   21,873   42.5   17,236 

SK hynix Inc.

  Korea  20.1   8,130,000   20.1   6,132,122 

SK MENA Investment B.V.

  Netherlands  32.1   13,853   32.1   15,451 

SKY Property Mgmt. Ltd.(*1)

  Virgin Island        33.0   263,225 

S.M. Culture & Contents Co., Ltd.(*5)

  Korea  23.4   64,966       

Xian Tianlong Science and Technology Co., Ltd.

  China  49.0   25,891   49.0   25,880 

Daehan Kanggun BcN Co., Ltd. and others

       96,479      115,181 
    

 

 

   

 

 

 

Sub-total

     9,498,381    7,306,816 
    

 

 

   

 

 

 

Investments in joint ventures:

      

Dogus Planet, Inc.(*6)

  Turkey  50.0   13,991   50.0   20,081 

PT XL Planet Digital(*7)

  Indonesia        50.0   27,512 

Finnq Co., Ltd.(*8)

  Korea  49.0   16,474   49.0   24,174 

Celcom Planet and others

       9,592      25,740 
    

 

 

   

 

 

 

Sub-total

     40,057    97,507 
    

 

 

   

 

 

 

Total

    9,538,438   7,404,323 
    

 

 

   

 

 

 

 

(*1)Classified as investments

During the year ended December 31, 2017, the Group contributed its shares in SKY Property Mgmt. Ltd. and SK Industrial Development China Co., Ltd., both equity method investees of the Group, to SK China Company Ltd., and participated in SK China Company Ltd.’s rights issue amounting to USD 100,000,000,

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

which resulted in Group’s acquiring 8,101,884 and 2,107,037 shares of SK China Company Ltd., respectively. This investment in associates as the Group can exercise significant influenceacquired through participation on the board of directors even though the Group has less than 20% of equity interests.this contribution in kind transaction was measured at fair value.

 

(*2)Investment in Korea IT Fund was classified as investment in associates as the Group has less than 50% of voting rights, and therefore does not have control over Korea IT Fund under the agreement.contractual agreement with other shareholders.

 

(*3)This investment was classified as investments in associates as the Group can exercise significant influence through its right to appoint the members of board of directors even though the Group has less than 20% of equity interests.

(*4)The Group acquired 40,000 shares of HappyNarae Co., Ltd. at ₩17,212 per share during the year ended December 31, 2017.

(*5)During the year ended December 31, 2015,2017, the Group disposedsubscribed to a third-party allocation of 27,725,264new shares of KEB HanaCard22,033,898 by S.M. Culture & Contents Co., Ltd. at ₩65,341 million in cash.

(*6)The investment is held by SK Planet Co., Ltd.

 

(*4)7)During the year ended December 31, 2015, the Group newly acquired 1,090,155 shares of NanoEnTek, Inc. by participating in paid in capital increase allocation of third parties.

(*5)Reclassified from investment in associates to available-for-sale financial assetsPT XL Planet Digital was disposed during the year ended December 31, 2015, as the Group lost the right to appoint directors of this investee and consequently no longer has significant influence.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(*6)There were additional investments in associates and joint ventures during the year ended December 31, 2015.2017.

 

(*7)8)During the year ended December 31, 2015,Investment in Finnq Co., Ltd. was classified as investment in joint venture as the Group disposed of all shares of Television Media Korea Ltd.has joint control pursuant to the agreement with the other shareholders.

 

(2)The market price of investments in listed associates as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won, except for share and per share data) 
(In millions of won, except for share data)(In millions of won, except for share data) 
  December 31, 2015   December 31, 2014  December 31, 2017 December 31, 2016 
Market value
per share

(In won)
   Number of
shares
   Market
price
   Market value
per share

(In won)
   Number of
shares
   Market
price
  Market value
per share
(in won)
 Number of
shares
 Fair value Market value
per share

(in won)
 Number of
shares
 Fair value 

Candle Media Co., Ltd.

  1,170     21,620,360     25,296    734     21,620,360     15,869  

NanoEnTek, Inc.

   7,300     6,960,445     50,811     5,710     5,870,290     33,519   5,950  6,960,445  41,415  5,020  6,960,445  34,941 

SK hynix Inc.

   30,750     146,100,000     4,492,575     47,750     146,100,000     6,976,275   76,500  146,100,000  11,176,650  44,700  146,100,000  6,530,670 

S.M. Culture & Contents Co., Ltd.

 2,700  22,033,898  59,492          

 

(3)The financial information of the significant investeesassociates as of December 31, 2017 and 2016 and for the years ended December 31, 2017, 2016 and 2015 and 2014 isare as follows:

 

(In millions of won)  As of and for the year ended
December 31, 2015
         
  As of December 31, 2017 
  SK hynix
Inc.
   KEB
HanaCard
Co., Ltd.
   SK hynix
Inc.(*)
 KEB HanaCard
Co., Ltd. (*)
 SK China
Company
Ltd. (*)
 

Current assets

  9,760,030     6,228,076    17,310,444  7,339,492  729,872 

Non-current assets

   19,917,876     509,579     28,108,020  220,258  1,031,647 

Current liabilities

   4,840,698     1,103,873     8,116,133  1,181,746  81,161 

Non-current liabilities

   3,449,505     4,297,289     3,481,412  4,861,842  64,717 
  2017 

Revenue

   18,797,998     1,472,830     30,109,434  1,519,607  69,420 

Profit from continuing operations

   4,323,595     10,119  

Profit for the year

   10,642,219  106,352  11,492 

Other comprehensive income (loss)

   40,215     (547   (422,042 (984 27,190 

Total comprehensive income

   4,363,810     9,572     10,220,177  105,368  38,682 

 

(In millions of won)  As of and for the year ended
December 31, 2014
 
   SK hynix
Inc.
  KEB
HanaCard
Co., Ltd.(*)
 

Current assets

  10,363,514    6,716,612  

Non-current assets

   16,519,764    568,065  

Current liabilities

   5,765,304    848,140  

Non-current liabilities

   3,081,671    5,109,888  

Revenue

   17,125,566    305,756  

Profit (loss) from continuing operations

   4,195,169    (11,196

Other comprehensive income (loss)

   (52,360  (734

Total comprehensive income (loss)

   4,142,809    (11,930

 

 

(*)Pre-merger(the dateThe financial information of the merger: December 1, 2014) revenue and net profit ofSK hynix Inc., KEB HanaCard Co., Ltd., amounting to ₩853,506 million and ₩3,521 million, respectively, were not included.SK China Company Ltd. are consolidated financial information.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

(In millions of won)        
   As of December 31, 2016 
   SK hynix Inc.(*)   KEB HanaCard Co., Ltd.(*) 

Current assets

  9,838,982    6,868,387 

Non-current assets

   22,377,044    239,758 

Current liabilities

   4,160,849    1,219,327 

Non-current liabilities

   4,031,647    4,476,979 
   2016 

Revenue

   17,197,975    1,413,077 

Profit for the year

   2,960,483    75,595 

Other comprehensive income (loss)

   28,844    (154

Total comprehensive income

   2,989,327    75,441 

(*)The financial information of SK hynix Inc. and KEB HanaCard Co., Ltd. are consolidated financial information.

(In millions of won)        
   SK hynix Inc.   KEB HanaCard Co., Ltd. 
   2015 

Revenue

  18,797,998    1,472,830 

Profit for the year

   4,323,595    10,119 

Other comprehensive income (loss)

   40,215    (547

Total comprehensive income

   4,363,810    9,572 

 

(4)The condensed financial information of joint ventures as of December 31, 2017 and 2016 and for the years ended December 31, 20152017, 2016 and 20142015 are as follows:

 

(In millions of won) 
   As of and for the year ended December 31, 2015 
   Dogus
Planet,

Inc.
  PT.
Melon
Indonesia
  PT XL
Planet
Digital
  Celcom
Planet
 

Current assets

  46,248    12,805    9,500    21,416  

Cash and cash equivalents

   8,091    4,027    5,034    19,371  

Non-current assets

   18,088    2,657    46,013    5,519  

Current liabilities

   34,022    6,416    8,583    20,257  

Account payable, other payables and provision

   4,317    3,396    3,648    5,889  

Non-current liabilities

   78    140    714      

Account payable, other payables and provisions

                 

Revenue

   38,944    17,094    5,536    1,647  

Depreciation and amortization

   (5,318  (132  (2,746  (1,332

Interest income

   465    288    525    345  

Interest expense

                 

Income tax benefit

           7,025      

Profit (loss) from continuing operations

   (32,713  1,853    (21,381  (25,881

Total comprehensive income(loss)

   (32,713  1,853    (21,381  (25,881

(In millions of won)(In millions of won)       
  As of and for the year ended December 31, 2014   Dogus Planet, Inc. Finnq Co., Ltd. 
  Television
Media
Korea Ltd.
 Dogus
Planet,
Inc.
 PT.
Melon
Indonesia
 PT XL
Planet
Digital
 Celcom
Planet
   As of December 31, 2017 

Current assets

  16,252    38,641    10,022    9,241    30,407    39,656  32,232 

Cash and cash equivalents

   5,104    6    4,763    6,710    30,400     25,818  4,590 

Non-current assets

   4,543    13,011    3,094    14,589    3,343     21,159  15,610 

Current liabilities

   7,188    28,406    5,689    4,198    1,182     32,622  5,685 

Account payable, other payables and provisions

   265    3,648              

Accounts payable, other payables and provision

   2,743  2,290 

Non-current liabilities

   464    377    102    124         212  13,862 

Account payable, other payables and provisions

   464    377        124      
  2017 

Revenue

   16,403    23,897    11,826    1,019         82,791    

Depreciation and amortization

   (3,732  (2,402  (928  (1,452  (1   (6,152 (1,077

Interest income

   254    1,154    268             781  532 

Interest expense

       (6               (4 (276

Income tax benefit

               5,334      

Profit (loss) from continuing operations

   (3,361  (37,146  523    (15,596  (1,479

Total comprehensive income (loss)

   (3,361  (37,146  523    (15,596  (1,479

Loss for the year

   (4,535 (15,699

Total comprehensive loss

   (4,535 (15,699

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

(In millions of won)    
   Dogus Planet, Inc.  PT XL
Planet Digital
  Finnq Co., Ltd. 
   As of December 31, 2016 

Current assets

  46,433   20,077   48,699 

Cash and cash equivalents

   45,839   14,985   48,408 

Non-current assets

   20,218   50,765   673 

Current liabilities

   26,417   14,513   138 

Accounts payable, other payables and provision

   1,971   10,306   15 

Non-current liabilities

   72   1,305   784 
   2016 

Revenue

   53,864   9,492    

Depreciation and amortization

   (5,299  (940  (12

Interest income

   394   267   182 

Interest expense

   (2,139      

Income tax benefit

      51    

Loss for the year

   (22,017  (49,438  (829

Total comprehensive loss

   (22,017  (49,438  (829

(In millions of won) 
   Dogus
Planet, Inc.
  PT. Melon
Indonesia
  PT XL
Planet Digital
 
   2015 

Revenue

  38,944   17,094   5,536 

Depreciation and amortization

   (5,318  (132  (2,746

Interest income

   465   288   525 

Income tax benefit

         7,025 

Profit (Loss) for the year

   (32,713  1,853   (21,381

Total comprehensive income (loss)

   (32,713  1,853   (21,381

 

(5)Reconciliations of financial information of significant associates to carrying amounts of investments in associates in the consolidated financial statements as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)        
  December 31, 2015   December 31, 2017 
  Net
assets
   Ownership
interests
(%)
   Net assets
attributable to
the ownership
interests
   Cost-book
value
differentials
   Carrying
amount
   Net
assets
   Ownership
interests
(%)
   Net assets
attributable to
the ownership
interests
   Cost-book
value
differentials
   Carrying
amount
 

Associates:

                    

SK hynix Inc.(*1,2)

  21,386,863     20.1     4,425,794     1,198,699     5,624,493    33,814,467    20.1    6,997,560    1,132,440    8,130,000 

KEB HanaCard Co., Ltd.

   1,336,493     15.0     200,474     53,703     254,177     1,516,162    15.0    227,424    53,564    280,988 

SKY Property Mgmt. Ltd.(*1)

   537,847     33.0     177,490     73,676     251,166  

Korea IT Fund

   411,246     63.3     260,456          260,456  

SK China Company Ltd.(*1)

   1,612,899    27.3    439,857    86,242    526,099 

(In millions of won)    
   December 31, 2016 
   Net
assets
   Ownership
interests
(%)
   Net assets
attributable to
the ownership
interests
   Cost-book
value
differentials
   Carrying
amount
 

Associates:

          

SK hynix Inc.(*1,2)

  24,016,955    20.1    4,970,267    1,161,855    6,132,122 

KEB HanaCard Co., Ltd.

   1,411,839    15.0    211,776    54,022    265,798 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

 

(*1)Net assets of these entities represent net assets excluding those attributable to theirnon-controlling interests.

 

(*2)The ownership interest is based on the number of shares owned by the Parent Company foras divided by the total listed shares ofissued by the investee company. The Group applied the equity method using the effective ownership interest of 20.69% which is based on the number of shares owned by the Parent Company forand the total issued shares outstanding not including the shares held by the investee asless investee’s treasury shares.

(In millions of won)    
   December 31, 2014 
   Net
assets
   Ownership
interests
(%)
   Net assets
attributable to
the ownership
interests
   Cost-book
value
differentials
   Carrying
amount
 

Associates:

          

SK hynix Inc.(*)

  18,036,453     20.1     3,619,666     1,229,493     4,849,159  

KEB HanaCard Co., Ltd.

   1,326,649     25.4     337,266     87,874     425,140  

SKY Property Mgmt. Ltd.(*)

   527,479     33.0     174,068     74,466     248,534  

Korea IT Fund

   380,170     63.3     240,676          240,676  

(*)These entities prepare consolidated financial statements and net assets of these entities represent net assets attributable to owners of the Parent Company.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

 

(6)Details of the changes in investments in associates and joint ventures accounted for using the equity method for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)    
   2015 
   Beginning
balance
   Acquisition
and
disposition
  Share of
profits
(losses)
  Other
compre-
hensive
income
(loss)
  Impair-
ment
loss
  Other
increase
(decrease)
  Ending
balance
 

Investments in associates

         

SK China Company Ltd.

  35,817         4,361    3,636            43,814  

Korea IT Fund(*)

   240,676         11,971    9,912        (2,103  260,456  

KEB HanaCard Co., Ltd.

   425,140     (174,475  3,275    237            254,177  

Candle Media Co., Ltd.

   19,486         550    70        38    20,144  

NanoEnTek, Inc.

   36,527     10,000    (1,649  130            45,008  

SK Industrial Development China Co., Ltd.

   79,394         3,380    3,550            86,324  

Packet One Network

   53,670         (8,714  (3,030      (41,926    

SK Technology Innovation Company

   44,052         (2,907  4,746            45,891  

HappyNarae Co., Ltd.

   15,551         1,589    (45          17,095  

SK hynix Inc.(*)

   4,849,159         842,086    (22,922      (43,830  5,624,493  

SK MENA Investment B.V.

   14,015         3    911            14,929  

SKY Property Mgmt. Ltd.

   248,534         6,408    (3,776          251,166  

Xinan Tianlong Science and Technology Co., Ltd.

   25,874         (107              25,767  

Daehan Kanggun BcN Co., Ltd. and others(*)

   158,725     12,320    (15,726  1,689    (1,305  5,355    161,058  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

   6,246,620     (152,155  844,520    (4,892  (1,305  (82,466  6,850,322  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investments in joint ventures

         

Dogus Planet, Inc.

   11,441     16,419    (16,357  3,615            15,118  

PT. Melon Indonesia

   3,564         908    (133          4,339  

Television Media Korea Ltd.

   6,944     (6,712  (232                

Celcom Planet

   16,605         (13,199              3,406  

PT XL Planet Digital

   12,914     20,884    (10,690              23,108  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

   51,468     30,591    (39,570  3,482            45,971  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  6,298,088     (121,564  804,950    (1,410  (1,305  (82,466  6,896,293  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
(In millions of won)  2017 
   Beginning
balance
   Acquisition
and
disposition
   Share of
profit
(loss)
   Other
compre-

hensive
income
(loss)
   Impair-
ment
loss
   Other
increase
(decrease)
   Ending
balance
 

Investments in associates

              

SK China Company Ltd.(*1)

  46,354    113,803    2,707    (36,783       400,018    526,099 

Korea IT Fund(*2)

   263,850        (8,815   3,371        (1,403   257,003 

KEB HanaCard Co., Ltd.

   265,798        15,494    (304           280,988 

NanoEnTek, Inc.

   39,514        (733   (63           38,718 

SK Industrial Development China Co., Ltd.(*1)

   74,717        5,154    (1,092       (78,779    

SK Technology Innovation Company

   47,488        433    (5,410           42,511 

HappyNarae Co., Ltd.

   17,236    688    3,929    20            21,873 

SK hynix Inc.(*2)

   6,132,122        2,175,887    (90,349       (87,660   8,130,000 

SK MENA Investment B.V.

   15,451        131    (1,729           13,853 

SKY Property Mgmt. Ltd.(*1)

   263,225        2,362    1,141        (266,728    

S.M. Culture & Contents Co., Ltd.

       65,341    (375               64,966 

Xian Tianlong Science and Technology Co., Ltd.

   25,880        11                25,891 

Daehan Kanggun BcN Co., Ltd. and others(*2)

   115,181    (1,306   (6,924   (2,723   (1,311   (6,438   96,479 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   7,306,816    178,526    2,189,261    (133,921   (1,311   (40,990   9,498,381 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Investments in joint ventures

 

Dogus Planet, Inc.

   20,081    2,162    (2,267   (5,985           13,991 

PT XL Planet Digital(*3)

   27,512    (18,864   (8,648                

Finnq Co., Ltd

   24,174        (7,691   (9           16,474 

Celcom Planet and others

   25,740        (6,228   (833       (9,087   9,592 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

   97,507    (16,702   (24,834   (6,827       (9,087   40,057 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  7,404,323    161,824    2,164,427    (140,748   (1,311   (50,077   9,538,438 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

(*)1)Other increase (decrease) is due to merger of SK China Company Ltd., SK Industrial Development China Co., Ltd. and SKY Property Mgmt. Ltd.

(*2)Dividends paid byreceived from the associates are deducted from the carrying amount during the year ended December 31, 2017.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(*3)During the year ended December 31, 2017, the Group disposed the shares of PT XL Planet Digital and recognized loss on disposal of ₩27,900 million.

(In millions of won)   
  2016 
  Beginning
balance
  Acquisition
and
disposition
  Share of
profit
(loss)
  Other
compre-
hensive
income
(loss)
  Impair-
ment
loss
  Other
increase
(decrease)
  Ending
balance
 

Investments in associates

       

SK China Company Ltd.

 43,814      2,257   283         46,354 

Korea IT Fund(*1)

  260,456      14,864   (5,388     (6,082  263,850 

KEB HanaCard Co., Ltd.

  254,177      11,658   (37        265,798 

Candle Media Co., Ltd.

  20,144   (18,860  (673  (611         

NanoEnTek, Inc.

  45,008      (3,950  (1,544        39,514 

SK Industrial Development China Co., Ltd.

  86,324      (6,298  (5,309        74,717 

SK Technology Innovation Company

  45,891      162   1,435         47,488 

HappyNarae Co., Ltd.

  17,095      240   (99        17,236 

SK hynix Inc.(*1)

  5,624,493      572,086   8,593      (73,050  6,132,122 

SK MENA Investment B.V.

  14,929      63   459         15,451 

SKY Property Mgmt. Ltd.

  251,166      16,066   (4,007        263,225 

Xian Tianlong Science and Technology Co., Ltd.

  25,767      113            25,880 

Daehan Kanggun BcN Co., Ltd. and others

  161,058   (26,798  (13,179  754   (6,972  318   115,181 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

  6,850,322   (45,658  593,409   (5,471  (6,972  (78,814  7,306,816 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investments in joint ventures

       

Dogus Planet, Inc.

  15,118   18,722   (11,008  (2,751        20,081 

PT. Melon Indonesia(*2)

  4,339   (3,488  918   (1,769         

PT XL Planet Digital

  23,108   29,123   (24,719           27,512 

Finnq Co., Ltd

     24,580   (406           24,174 

Celcom Planet and others

  3,406   43,769   (21,435           25,740 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

  45,971   112,706   (56,650  (4,520        97,507 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 6,896,293   67,048   536,759   (9,991  (6,972  (78,814  7,404,323 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)Dividends received from the associate are deducted from the carrying amount during the year ended December 31, 2015.2016.

(*2)During the year ended December 31, 2016, the Group disposed of all shares of PT. Melon Indonesia and recognized gain on disposal of ₩11,634 million.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

(In millions of won)   
  2014 
  Beginning
balance
  Acquisition
and
disposition
  Share of
profits
(losses)
  Other
compre-
hensive
income
(loss)
  Impair-
ment
loss
  Other
increase
(decrease)
  Ending
balance
 

Investments in associates

       

SK China Company Ltd.

 37,434        (365  (1,252          35,817  

Korea IT Fund

  231,402        3,243    6,031            240,676  

Etoos Co., Ltd.

  12,029        346            (12,375    

KEB HanaCard Co., Ltd.

  378,616        (739  (2,031      49,294    425,140  

Candle Media Co., Ltd.

  21,241        (1,701  (54          19,486  

NanoEnTek, Inc.

  9,312    7,778    284    (27      19,180    36,527  

SK Industrial Development China Co., Ltd.

  77,517        (791  2,668            79,394  

Packet One Network

  60,706        (11,845  4,809            53,670  

SK Technology Innovation Company

  53,874        (9,822              44,052  

HappyNarae Co., Ltd.

  13,935        1,688    (72          15,551  

SK hynix Inc.

  3,943,232        916,486    (10,559          4,849,159  

SK MENA Investment B.V.

  13,477        (4  542            14,015  

SKY Property Mgmt. Ltd.

  238,278        3,438    6,818            248,534  

Xinan Tianlong Science and Technology Co., Ltd.

  26,562        (688              25,874  

Daehan Kanggun BcN Co., Ltd. and others

  164,976    14,172    (18,126  1,324    (2,363  (1,258  158,725  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

  5,282,591    21,950    881,404    8,197    (2,363  54,841    6,246,620  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Investments in joint ventures

       

Dogus Planet, Inc.

  10,105    19,677    (18,573  232            11,441  

PT. Melon Indonesia

  3,230        256    78            3,564  

Television Media Korea Ltd.

  8,659        (1,715              6,944  

Celcom Planet

      17,433    (656          (172  16,605  

PT XL Planet Digital

  20,712        (7,798              12,914  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Sub-total

  42,706    37,110    (28,486  310        (172  51,468  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

 5,325,297    59,060    852,918    8,507    (2,363  54,669    6,298,088  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

(7)As theThe Group discontinued the application of the equity method to the following investees due to thetheir carrying amount of the Group’s shareamounts being reduced to zero, thezero. The details of cumulative unrecognized accumulated equity method losses as of December 31, 20152017 are as follows:

 

(In millions of won)        
  Unrealized loss   Unrealized change in equity   Unrecognized loss (profit)   Unrecognized change in equity 
  Year ended
December 31,
2015
   Accumulated   Year ended
December 31,
2015
   Accumulated   Year ended
December 31,
2017
 Cumulative
loss
   Year ended
December 31,
2017
   Cumulative
loss
 

Wave City Development Co., Ltd.

  2,894     4,538              (1,190 2,100         

SK Wyverns Co., Ltd. and others

   1,193     6,510          365  

Daehan Kanggun BcN Co., Ltd. and others

   (5,475 5,316        365 
  

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 
  4,087     11,048          365    (6,665 7,416        365 
  

 

   

 

   

 

   

 

   

 

  

 

   

 

   

 

 

13.Property and Equipment

(1) Property and equipment as of December 31, 2017 and 2016 are as follows:

(In millions of won)              
   December 31, 2017 
   Acquisition cost   Accumulated
depreciation
  Accumulated
impairment
loss
  Carrying
amount
 

Land

  862,861          862,861 

Buildings

   1,638,749    (756,099     882,650 

Structures

   866,909    (488,334     378,575 

Machinery

   30,343,739    (23,262,762  (1,179  7,079,798 

Other

   1,722,441    (1,188,893  (2,491  531,057 

Construction in progress

   409,941          409,941 
  

 

 

   

 

 

  

 

 

  

 

 

 
  35,844,640    (25,696,088  (3,670  10,144,882 
  

 

 

   

 

 

  

 

 

  

 

 

 

(In millions of won)              
   December 31, 2016 
   Acquisition cost   Accumulated
depreciation
  Accumulated
impairment
loss
  Carrying
amount
 

Land

  835,909          835,909 

Buildings

   1,604,863    (704,891     899,972 

Structures

   812,010    (453,055     358,955 

Machinery

   29,705,088    (22,667,047  (1,991  7,036,050 

Other

   1,701,794    (1,138,303  (457  563,034 

Construction in progress

   680,292          680,292 
  

 

 

   

 

 

  

 

 

  

 

 

 
  35,339,956    (24,963,296  (2,448  10,374,212 
  

 

 

   

 

 

  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

14.Property and Equipment

(1)Property and equipment as of December 31, 2015 and 2014 are as follows:

(In millions of won)              
   December 31, 2015 
   Acquisition cost   Accumulated
depreciation
  Accumulated
impairment
loss
  Carrying
amount
 

Land

  812,947             812,947  

Buildings

   1,563,069     (651,940      911,129  

Structures

   763,122     (418,901      344,221  

Machinery

   28,624,842     (21,281,400  (1,433  7,342,009  

Other

   1,511,304     (1,036,780  (1,086  473,438  

Construction in progress

   487,512             487,512  
  

 

 

   

 

 

  

 

 

  

 

 

 
  33,762,796     (23,389,021  (2,519  10,371,256  
  

 

 

   

 

 

  

 

 

  

 

 

 

(In millions of won)              
   December 31, 2014 
   Acquisition cost   Accumulated
depreciation
  Accumulated
impairment
loss
  Carrying
amount
 

Land

  766,780             766,780  

Buildings

   1,537,042     (603,175      933,867  

Structures

   737,494     (384,705      352,789  

Machinery

   27,088,067     (19,775,784  (1,468  7,310,815  

Other

   1,461,201     (960,450  (1,701  499,050  

Construction in progress

   704,400             704,400  
  

 

 

   

 

 

  

 

 

  

 

 

 
  32,294,984     (21,724,114  (3,169  10,567,701  
  

 

 

   

 

 

  

 

 

  

 

 

 

 

(2)Changes in property and equipment for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)(In millions of won) (In millions of won) 
 2015  2017 
 Beginning
balance
 Acquisition Disposal Transfer Depreciation Impairment Business
combination
 Change of
consolidation
scope
 Ending
balance
  Beginning
balance
 Acquisition Disposal Transfer(*) Depreci-
ation
 Impair-
ment
 Business
Combination
 Other Ending
balance
 

Land

 766,780    6,629    (2,031  41,569                    812,947   835,909  13,093  (4,449 18,308              862,861 

Buildings

  933,867    6,042    (6,839  27,500    (49,441              911,129   899,972  5,098  (477 29,614  (51,557          882,650 

Structures

  352,789    9,776    (57  16,104    (34,391              344,221   358,955  46,614  (74 8,386  (35,306          378,575 

Machinery

  7,310,815    645,986    (22,518  1,538,235    (2,133,193  (524  3,208        7,342,009   7,036,050  656,731  (41,692 1,644,045  (2,214,524 (778    (34 7,079,798 

Other

  499,050    786,531    (16,721  (652,022  (143,288  (4      (108  473,438   563,034  720,431  (9,252 (597,404 (143,261 (2,234 315  (572 531,057 

Construction in progress

  704,400    1,063,169    (1,522  (1,271,762      (6,773          487,512   680,292  1,317,389  (4,172 (1,583,560          (8 409,941 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 10,567,701    2,518,133    (49,688  (300,376  (2,360,313  (7,301  3,208    (108  10,371,256   10,374,212  2,759,356  (60,116 (480,611 (2,444,648 (3,012 315  (614 10,144,882 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

(*)Includes reclassification to intangible assets.

(In millions of won) 
  2016 
  Beginning
balance
  Acquisition  Disposal  Transfer(*)  Depreciation  Impairment  Ending
balance
 

Land

 812,947   2,464   (3,514  24,012         835,909 

Buildings

  911,129   4,637   (9,176  43,910   (50,528     899,972 

Structures

  344,221   33,802   (33  15,145   (34,180     358,955 

Machinery

  7,342,009   660,629   (45,672  1,234,737   (2,152,725  (2,928  7,036,050 

Other

  473,438   807,047   (6,052  (568,644  (142,700  (55  563,034 

Construction

in progress

  487,512   1,154,424   (9,710  (951,934        680,292 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 10,371,256   2,663,003   (74,157  (202,774  (2,380,133  (2,983  10,374,212 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*)Includes reclassification to intangible assets.

14.Investment Property

(1)There are no investment property as of December 31, 2017 and 2016.

(2)Changes in investment properties for the year ended December 31, 2016 are as follows:

(In millions of won) 
   2016 
   Beginning balance   Reclassification(*)  Depreciation  Ending
balance
 

Land

  10,634    (10,634      

Buildings

   4,437    (4,334  (103   
  

 

 

   

 

 

  

 

 

  

 

 

 
  15,071    (14,968  (103   
  

 

 

   

 

 

  

 

 

  

 

 

 

(*)Includes reclassification to property and equipment.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 2013

(In millions of won) 
  2014 
  Beginning
balance
  Acquisition  Disposal  Transfer  Depreciation  Impairment  Classified
as held
for sale
  Change of
consolidation
scope
  Ending
balance
 

Land

 732,206    8,306    (12  24,178                2,102    766,780  

Buildings

  956,691    5,862    (451  16,885    (48,745          3,625    933,867  

Structures

  364,951    8,909    (39  11,919    (32,951              352,789  

Machinery

  6,847,059    572,764    (28,101  1,979,590    (2,065,368  (2,879  (6  7,756    7,310,815  

Other

  533,181    1,124,067    (6,188  (1,022,999  (135,213  (49  (245  6,496    499,050  

Construction in progress

  762,519    1,101,691    (11,277  (1,147,666      (691  (176      704,400  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 10,196,607    2,821,599    (46,068  (138,093  (2,282,277  (3,619  (427  19,979    10,567,701  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

15.Investment Property

(1)Investment property as of December 31, 2015 and 2014 are as follows:

(In millions of won)           
   December 31, 2015 
   Acquisition
cost
   Accumulated
depreciation
  Carrying
amount
 

Land

  10,634         10,634  

Buildings

   7,531     (3,094  4,437  
  

 

 

   

 

 

  

 

 

 
  18,165     (3,094  15,071  
  

 

 

   

 

 

  

 

 

 

(In millions of won)           
   December 31, 2014 
   Acquisition
cost
   Accumulated
depreciation
  Carrying
amount
 

Land

  10,418         10,418  

Buildings

   7,379     (2,800  4,579  
  

 

 

   

 

 

  

 

 

 
  17,797     (2,800  14,997  
  

 

 

   

 

 

  

 

 

 

(2)Changes in investment property for the years ended December 31, 2015 and 2014 are as follows:

(In millions of won) 
   2015 
   Beginning
balance
   Transfer   Depreciation  Ending
balance
 

Land

  10,418     216         10,634  

Buildings

   4,579     98     (240  4,437  
  

 

 

   

 

 

   

 

 

  

 

 

 
  14,997     314     (240  15,071  
  

 

 

   

 

 

   

 

 

  

 

 

 

(In millions of won) 
   2014 
   Beginning
balance
   Transfer  Depreciation  Ending
balance
 

Land

  10,822     (404      10,418  

Buildings

   4,989     (172  (238  4,579  
  

 

 

   

 

 

  

 

 

  

 

 

 
  15,811     (576  (238  14,997  
  

 

 

   

 

 

  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

 

(3)Fair value of investment property as of December 31, 2015Income and 2014 are as follows:

(In millions of won)                
   December 31, 2015   December 31, 2014 
   Carrying
amount
   Fair value   Carrying
amount
   Fair value 

Land

  10,634     6,009     10,418     6,056  

Buildings

   4,437     4,261     4,579     4,288  
  

 

 

   

 

 

   

 

 

   

 

 

 
  15,071     10,270     14,997     10,344  
  

 

 

   

 

 

   

 

 

   

 

 

 

The fair value of investment property was appraised on the basis of market price by an independent appraisal company.

(4)Income (expense)expenses from investment property for the years ended December 31, 2015, 20142016 and 20132015 are as follows:

 

(In millions of won)              
  2015 2014 2013   2016 2015 

Rent revenue

  850    896    1,373    386  850 

Operating expense

   (240  (239  (476   (114 (240

 

16.15.Goodwill

 

(1)Goodwill as of December 31, 20152017 and 2014 is2016 are as follows:

 

(In millions of won)                
  December 31,
2015
   December 31,
2014
   December 31,
2017
   December 31,
2016
 

Goodwill related to acquisition of Shinsegi Telecom, Inc.

  1,306,236     1,306,236    1,306,236    1,306,236 

Goodwill related to acquisition of SK Broadband Co., Ltd.

   358,443     358,443     358,443    358,443 

Other goodwill

   243,911     252,916     250,338    267,773 
  

 

   

 

   

 

   

 

 
  1,908,590     1,917,595    1,915,017    1,932,452 
  

 

   

 

   

 

   

 

 

Goodwill is allocated to the following CGUs for the purpose of the impairment testing.

 

goodwill related to Shinsegi Telecom, Inc.(*1): cellular services

services;

 

goodwill related to SK Broadband Co., Ltd.(*2): fixed-line telecommunication services

services; and

 

Other: other

goodwill:e-commerce and other.

 

(*1) Goodwill related to acquisition of Shinsegi Telecom, Inc.

(*1)Shinsegi Telecom, Inc.

The recoverable amount of the CGU is based on its value in use calculated by applying the annual discount rate of 4.9%6.6% to the estimated future cash flows based on financial budgets for the next five years. An annual growth rate of 0.62%0.4% was applied for the cash flows expected to be incurred after five years and is not expected to exceed the Group’s long-term wireless telecommunication business growth rate. Management of the Group does not expect the total carrying amount of the CGU will exceed the total recoverable amount due to reasonably possible changes from the major assumptions used to estimate the recoverable amount.

(*2) Goodwill related to acquisition of SK Broadband Co., Ltd.

(*2)Goodwill related to acquisition of SK Broadband Co., Ltd.

The recoverable amount of the CGU is based on its value in use calculated by applying the annual discount rate of 5.4%5.1% to the estimated future cash flows based on financial budgets for the next five years. An annual growth

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

rate of 1.0%, the Group’s long-term fixed-line telecommunication business growth rate, was applied for the cash flows expected to be incurred after five years.years and is not expected to exceed the Group’s long-term wireless telecommunication business growth rate. Management of the Group does not expect the total carrying amount of the CGU will exceed the total recoverable amount due to reasonably possible changes from the major assumptions used to estimate the recoverable amount.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(2)Details of the changes in goodwill for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)        
  2015 2014   2017 2016 

Beginning balance

  1,917,595    1,733,261    1,932,452  1,908,590 

Increase due to business acquisition

   1,758    193,202  

Acquisition

   35,221  19,974 

Impairment loss

   (19,245  (8,868   (33,441   

Other

   8,482         (19,215 3,888 
  

 

  

 

   

 

  

 

 
  1,908,590    1,917,595    1,915,017  1,932,452 
  

 

  

 

   

 

  

 

 

Accumulated impairment losses as of December 31, 20152017 and 20142016 are ₩17,269₩50,710 million and ₩18,849₩17,269 million, respectively.

 

17.16.Intangible Assets

 

(1)Intangible assets as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)        
  December 31, 2015   December 31, 2017 
  Acquisition
cost
   Accumulated
depreciation
 Accumulated
impairment
 Carrying
amount
   Acquisition
cost
   Accumulated
amortization
 Accumulated
impairment
 Carrying
amount
 

Frequency use rights

  3,033,879     (1,930,362      1,103,517  

Land use rights

   74,217     (47,641      26,576  

Frequency usage rights

  4,843,955    (2,667,015    2,176,940 

Land usage rights

   65,841    (50,091    15,750 

Industrial rights

   159,926     (43,384      116,542     166,082    (54,735    111,347 

Development costs

   140,226     (132,754      7,472     140,460    (134,828 (1,529 4,103 

Facility usage rights

   149,841     (101,822      48,019     153,438    (116,987    36,451 

Customer relations

   16,528     (9,353      7,175     20,796    (16,761    4,035 

Memberships(*1)

   126,622         (35,115  91,507  

Club memberships(*1)

   108,382      (34,768 73,614 

Other(*2)

   3,101,622     (2,197,646      903,976     3,911,749    (2,733,485 (13,539 1,164,725 
  

 

   

 

  

 

  

 

   

 

   

 

  

 

  

 

 
  6,802,861     (4,462,962  (35,115  2,304,784    9,410,703    (5,773,902 (49,836 3,586,965 
  

 

   

 

  

 

  

 

   

 

   

 

  

 

  

 

 

 

(In millions of won)    
   December 31, 2014 
   Acquisition
cost
   Accumulated
depreciation
  Accumulated
impairment
  Carrying
amount
 

Frequency use rights

  3,033,879     (1,649,835      1,384,044  

Land use rights

   64,136     (38,783      25,353  

Industrial rights

   144,497     (36,737      107,760  

Development costs

   162,493     (144,215  (9,947  8,331  

Facility usage rights

   146,112     (93,476      52,636  

Customer relations

   17,147     (10,743      6,404  

Memberships(*1)

   128,274         (34,155  94,119  

Other(*2)

   3,029,590     (2,223,627  (616  805,347  
  

 

 

   

 

 

  

 

 

  

 

 

 
  6,726,128     (4,197,416  (44,718  2,483,994  
  

 

 

   

 

 

  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(In millions of won)    
   December 31, 2016 
   Acquisition
cost
   Accumulated
amortization
  Accumulated
impairment
  Carrying
amount
 

Frequency usage rights

  4,843,955    (2,263,127     2,580,828 

Land usage rights

   65,148    (44,314     20,834 

Industrial rights

   160,897    (39,697     121,200 

Development costs

   141,727    (136,446  (410  4,871 

Facility usage rights

   151,906    (110,118     41,788 

Customer relations

   19,742    (13,090     6,652 

Club memberships(*1)

   113,161       (39,122  74,039 

Other(*2)

   3,315,921    (2,386,992  (2,787  926,142 
  

 

 

   

 

 

  

 

 

  

 

 

 
  8,812,457    (4,993,784  (42,319  3,776,354 
  

 

 

   

 

 

  

 

 

  

 

 

 

 

 

(*1)MembershipsClub memberships are classified as intangible assets with indefinite useful life and are not amortized.

 

(*2)Other intangible assets primarily consist of computer software and usage rights to a research facility which the Group built and donated, to a university, and the Group is givenrights-to-use for a definite number of years in turn.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(2)Details of the changes in intangible assets for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)   (In millions of won) 
 2015  2017 
 Beginning
balance
 Acquisition Disposal Transfer Amortization Impairment(*) Business
combination
 Change of
consolidation
scope
 Ending
balance
  Beginning
balance
 Acquisition Disposal Transfer
(*1)
 Amortization Impair-
ment
(*2)
 Business
combina-
tion(*3)
 Others Ending
balance
 

Frequency use rights

 1,384,044                (280,527              1,103,517  

Land use rights

  25,353    11,956    (1,314      (9,419              26,576  

Frequency usage rights

 2,580,828           (403,888          2,176,940 

Land usage rights

 20,834  3,689  (972 200  (8,001          15,750 

Industrial rights

  107,760    5,878    (22  8,935    (6,009              116,542   121,200  2,677  (28 (5,635 (6,870    4  (1 111,347 

Development costs

  8,331    3,737        23    (4,563  (56          7,472   4,871  3,813  (9 (793 (2,660 (1,119       4,103 

Facility usage rights

  52,636    2,721    (23  1,177    (8,492              48,019   41,788  2,805  (36 129  (8,235          36,451 

Customer relations

  6,404                (4,689      8,486    (3,026  7,175   6,652  1,054        (3,671          4,035 

Memberships

  94,119    1,137    (1,802  68        (2,015          91,507  

Club memberships

 74,039  5,023  (3,452 122     (769    (1,349 73,614 

Other

  805,347    103,137    (1,772  323,933    (319,234  (7,228      (207  903,976   926,142  127,396  (19,698 503,277  (369,546 (16,605 14,118  (359 1,164,725 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 2,483,994    128,566    (4,933  334,136    (632,933  (9,299  8,486    (3,233  2,304,784   3,776,354  146,457  (24,195 497,300  (802,871 (18,493 14,122  (1,709 3,586,965 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 

(*)1)Includes reclassification from advance payments and property and equipment.

(*2)The Group recognized the difference between recoverable amount and the carrying amount of club memberships computer software and development costs, amounting to ₩9,299₩18,493 million as impairment loss during for the year ended December 31, 2015.2017.

 

(In millions of won)   
  2014 
  Beginning
balance
  Acquisition  Disposal  Transfer  Amortization  Impairment  Change of
consolidation
scope
  Ending
balance
 

Frequency use rights

 1,664,571                (280,527          1,384,044  

Land use rights

  16,590    15,560    (573      (8,483      2,259    25,353  

Industrial rights

  58,763    5,048    (180      (4,584      48,713    107,760  

Development costs

  10,127    1,253    (25  63    (4,048  (398  1,359    8,331  

Facility usage rights

  58,828    1,890    (30  382    (8,434          52,636  

Customer relations

  6,333    779        (39  (3,063      2,394    6,404  

Memberships(*)

  128,452    5,629    (5,810  (264      (34,155  267    94,119  

Other

  807,118    102,322    (9,919  171,858    (300,216  (449  34,633    805,347  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 2,750,782    132,481    (16,537  172,000    (609,355  (35,002  89,625    2,483,994  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
(*3)Includes intangible assets acquired as a result of IRIVER LIMITED’s purchase and merge of S.M. LIFE DESIGN COMPANY INC. and SM mobile communications Co., Ltd. during the year ended December 31, 2017.

(In millions of won)   
  2016 
  Beginning
balance
  Acquisition  Disposal  Transfer
(*2)
  Amortiza
-tion
  Impair-
ment(*3)
  Business
combina-
tion
  Ending
balance
 

Frequency usage rights(*1)

 1,103,517   1,810,076         (332,765        2,580,828 

Land usage rights

  26,576   5,338   (1,921     (9,159        20,834 

Industrial rights

  116,542   6,226   (148  5,004   (6,424        121,200 

Development costs

  7,472   1,404      338   (3,933  (410     4,871 

Facility usage rights

  48,019   2,181   (50  231   (8,593        41,788 

Customer relations

  7,175 �� 499         (4,051     3,029   6,652 

Club memberships

  91,507   7,983   (7,624        (17,827     74,039 

Other

  903,976   141,045   (20,306  228,110   (323,397  (3,286     926,142 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 2,304,784   1,974,752   (30,049  233,683   (688,322  (21,523  3,029   3,776,354 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

(*)1)During the year ended December 31, 2016, the Parent Company acquired the frequency right for bandwidth blocs in the 2.6 GHz band for ₩1,330,100 million at the spectrum auction held by the Ministry of Science, ICT and Future Planning (MSIP) of Korea and made the initial payment in accordance with the terms of the agreement in August 2016. The remaining consideration will be paid on an annual installment basis for 10 years from August 2016. In addition, the Parent Company extended frequency usage rights for 2.1 GHz band for ₩568,500 million with the initial payment made to MSIP during the year ended December 31, 2016. The remaining consideration will be paid on an annual installment basis for 5 years from December 2016.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(*2)Includes reclassification from advance payments and property and equipment.

(*3)The Group recognized the difference between recoverable amount and the carrying amount of memberships,intangible assets, amounting to ₩34,155₩21,523 million as impairment loss for the year ended December 31, 2014.2016.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

 

(3)Research and development expenditureexpenditures recognized as expense for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

   2015   2014   2013 

Research and development costs expensed as incurred

  315,790     390,943     352,385  
   2017   2016   2015 

Research and development costs expensed as incurred

  395,276    344,787    315,790 

 

(4)The carrying amount and residual useful lives of frequency usage rights as of December 31, 20152017 are as follows, all of which are amortized on a straight-line basis:

 

(In millions of won)
   Amount   

Description

  Commencement
of depreciationamortization
Completion of
depreciation

W-CDMA license

   ₩102,839Completion of
amortization
 Frequency use rights relating toW-CDMA serviceDec. 2003Dec. 2016

W-CDMA license

16,311Frequency use rights relating toW-CDMA serviceOct. 2010Dec. 2016

800MHz license

  222,992141,904   Frequency useusage rights relating to CDMA and LTE service  Jul. 2011 Jun. 2021

1.8GHz license

   753,720502,480   Frequency useusage rights relating to LTE service  Sep.Sept. 2013 Dec. 2021

WiBro license

   7,6552,957   WiBro service  Mar. 2012 Mar. 2019

2.6GHz license

1,092,770Frequency usage rights relating to LTE serviceSept. 2016Dec. 2026

2.1GHz license

436,829Frequency usage rights relating toW-CDMA and LTE serviceDec. 2016Dec. 2021
  

 

 

     
  ₩1,103,5172,176,940     
  

 

 

     

 

18.17.Borrowings and Debentures

 

(1)Short-term borrowings as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)        
  Lender  Annual
interest
rate (%)
   December 31,
2015
   December 31,
2014
   Lender   Annual
interest
rate (%)
   December 31,
2017
   December 31,
2016
 

Commercial Paper

  KTB Investment and

Securities Co., Ltd., etc.

   1.76~1.84     ₩220,000     206,000  

Short-term borrowings

  Kookmin Bank, etc.   2.47     40,000     160,600     Shinhan Bank    2.85   30,000     
   Woori Bank    2.88        2,614 

Commercial paper

   KEB Hana Bank    1.67    50,000     

Bank overdraft

   KEB Hana Bank    3.17    30,000     
      

 

   

 

    Shinhan Bank    3.38    20,000     
       ₩260,000     366,600        

 

   

 

 
      

 

   

 

       130,000    2,614 
      

 

   

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(2)Long-term borrowings as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won, thousands of U.S. dollars) 

Lender

  Annual interest
rate (%)
  Maturity  December 31,
2015
  December 31,
2014
 

Shinhan Bank

  2.39  Jun. 15, 2015      1,712  

Kookmin Bank

  1.98  Jun. 15, 2016   1,625    4,874  

Kookmin Bank

  1.98  Mar. 15, 2017   2,498    4,496  

Kookmin Bank

  1.98  Mar. 15, 2018   6,450    8,600  

Shinhan Bank(*1)

  6M bank debenture
rate+1.58
  Apr. 30, 2016   10,000    10,000  

Korea Finance Corporation

  3.32  Jul. 30 ,2019   39,000    39,000  

Korea Finance Corporation

  2.94  Jul. 30 ,2019   10,000    10,000  

Export Kreditnamnden(*2)

  1.7  Apr. 29, 2022   87,685    94,903  
       (USD 74,817  (USD 86,338
      

 

 

  

 

 

 

Sub-total

       157,258    173,585  

Less present value discount on long-term borrowings

       (2,124  (2,623
      

 

 

  

 

 

 
       155,134    170,962  

Less current portion of long-term
borrowings

       (33,581  (21,242
      

 

 

  

 

 

 

Long-term borrowings

  121,553    149,720  
      

 

 

  

 

 

 
(In millions of won ) 

Lender

  Annual interest
rate (%)
   Maturity   December 31,
2017
  December 31,
2016
 

Korea Development Bank(*1)

   3.20    Mar. 31, 2020   30,000    

KEB Hana Bank

   3.18    Feb. 28, 2019    40,000    

Kookmin Bank

   1.29    Mar. 15, 2017       500 

Kookmin Bank

   1.95    Mar. 15, 2018    717   3,583 

Korea Development Bank(*2)

   1.99    Jul. 30, 2019    22,750   35,750 

Korea Development Bank(*2)

   1.99    Jul. 30, 2019    5,833   9,167 

Korea Development Bank(*2)

   2.27    Dec. 20, 2021    49,000   49,000 

Korea Development Bank(*2)

   2.37    Dec. 21, 2022    50,000    

Export Kreditnamnden(*3)

   1.70    Apr. 29, 2022    55,471   76,493 
       (USD 51,775  (USD 63,296
      

 

 

  

 

 

 

Sub-total

       253,771   174,493 

Less present value discount

       (954  (1,586
      

 

 

  

 

 

 
       252,817   172,907 

Less current portion

       (41,331  (33,191
      

 

 

  

 

 

 
  211,486   139,716 
      

 

 

  

 

 

 

 

 

(*1)AsSK Planet Co., Ltd., one of December 31, 2015, the 6M bank debenturesubsidiaries of the Parent Company entered into afloating-to-fixed interest rate of Shinhan Bank is 1.69%.swap agreement to hedge the interest rate risk.

 

(*2)ForSK Broadband Co., Ltd., one of the years ended December 31, 2014 and 2013,subsidiaries of the Group obtained long-term borrowings from Export Kreditnamnden, an export credit agency. Parent Company entered into afloating-to-fixed interest rate swap agreement to hedge the interest rate risk.

(*3)The long-term borrowings are redeemedto be repaid by installmentinstallments on an annual basis from 2014 to 2022.

 

(*3)(3)Convenient translation was provided for the borrowings repayable in other currencies.Debentures as of December 31, 2017 and 2016 are as follows:

(In millions of won, thousands of U.S. dollars and thousands of other currencies) 
  

Purpose

 Maturity Annual interest
rate (%)
 December 31,
2017
  December 31,
2016
 

Unsecured corporate bonds

 Other fund 2018 5.00 200,000   200,000 

Unsecured corporate bonds

 Operating fund 2021 4.22  190,000   190,000 

Unsecured corporate bonds

 Operating and refinancing fund 2019 3.24  170,000   170,000 

Unsecured corporate bonds

  2022 3.30  140,000   140,000 

Unsecured corporate bonds

  2032 3.45  90,000   90,000 

Unsecured corporate bonds

 Operating fund 2023 3.03  230,000   230,000 

Unsecured corporate bonds

  2033 3.22  130,000   130,000 

Unsecured corporate bonds

  2019 3.30  50,000   50,000 

Unsecured corporate bonds

  2024 3.64  150,000   150,000 

Unsecured corporate bonds(*1)

  2029 4.72  60,278   59,600 

Unsecured corporate bonds

 Refinancing fund 2019 2.53  160,000   160,000 

Unsecured corporate bonds

  2021 2.66  150,000   150,000 

Unsecured corporate bonds

  2024 2.82  190,000   190,000 

Unsecured corporate bonds

 Operating and refinancing fund 2022 2.40  100,000   100,000 

Unsecured corporate bonds

 refinancing fund 2025 2.49  150,000   150,000 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(3)Debentures as of December 31, 2015 and 2014 are as follows:

(In millions of won, thousands of U.S. dollars and thousands of other currencies) 
   Purpose  Maturity  Annual interest
rate (%)
  December 31,
2015
  December 31,
2014
 

Unsecured private bonds

  Refinancing fund  2016  5.00  200,000    200,000  

Unsecured private bonds

  Other fund  2015  5.00       200,000  

Unsecured private bonds

    2018  5.00   200,000    200,000  

Unsecured private bonds

    2016  5.54   40,000    40,000  

Unsecured private bonds

    2016  5.92   230,000    230,000  

Unsecured private bonds

  Operating fund  2016  3.95   110,000    110,000  

Unsecured private bonds

    2021  4.22   190,000    190,000  

Unsecured private bonds

  Operating and  2019  3.24   170,000    170,000  

Unsecured private bonds

  refinancing fund  2022  3.30   140,000    140,000  

Unsecured private bonds

    2032  3.45   90,000    90,000  

Unsecured private bonds

  Operating fund  2023  3.03   230,000    230,000  

Unsecured private bonds

    2033  3.22   130,000    130,000  

Unsecured private bonds

    2019  3.30   50,000    50,000  

Unsecured private bonds

    2024  3.64   150,000    150,000  

Unsecured private bonds(*5,6)

    2029  4.73       55,188  

Unsecured private bonds(*5)

    2029  4.72   54,695    55,177  

Unsecured private bonds

  Refinancing fund  2019  2.53   160,000    160,000  

Unsecured private bonds

    2021  2.66   150,000    150,000  

Unsecured private bonds

    2024  2.82   190,000    190,000  

Unsecured private bonds

  Operating and  2022  2.40   100,000      

Unsecured private bonds

  refinancing fund  2025  2.49   150,000      

Unsecured private bonds

    2030  2.61   50,000      

Unsecured private bonds

  Operating fund  2018  1.89   90,000      

Unsecured private bonds

    2025  2.66   70,000      

Unsecured private bonds

    2030  2.82   90,000      

Unsecured private bonds(*5)

    2030  3.40   50,485      

Unsecured private bonds

  Operating and  2018  2.07   80,000      

Unsecured private bonds

  refinancing fund  2025  2.55   100,000      

Unsecured private bonds

    2035  2.75   70,000      

Unsecured private bonds(*5)

    2030  3.10   50,524      

Unsecured private bonds(*1)

  Operating fund  2015  4.62       10,000  

Unsecured private bonds(*2)

    2015  4.09       110,000  

Unsecured private bonds(*2)

    2015  4.14       110,000  

Unsecured private bonds(*2)

    2017  4.28   100,000    100,000  

Unsecured private bonds(*2)

    2015  3.14       130,000  

Unsecured private bonds(*2)

    2017  3.27   120,000    120,000  

Unsecured private bonds(*2)

    2016  3.05   80,000    80,000  

Unsecured private bonds(*2)

    2019  3.49   210,000    210,000  

Unsecured private bonds(*2)

    2019  2.76   130,000    130,000  

Unsecured private bonds(*2)

    2018  2.23   50,000      

Unsecured private bonds(*2)

    2020  2.49   160,000      

Unsecured private bonds(*2)

    2020  2.43   140,000      

Unsecured private bonds(*2)

    2020  2.18   130,000      

Unsecured private bonds(*3)

    2015  3.12       10,000  

Unsecured private bonds(*3)

    2016  3.24   10,000    10,000  

Unsecured private bonds(*3)

    2017  3.48   20,000    20,000  

Foreign global bonds

    2027  6.63   468,800    439,680  
         (USD 400,000  (USD 400,000

Swiss unsecured private bonds

    2017  1.75   355,617    333,429  
         (CHF 300,000  (CHF 300,000
(In millions of won, thousands of U.S. dollars and thousands of other currencies) 
  

Purpose

 Maturity Annual interest
rate (%)
 December 31,
2017
  December 31,
2016
 

Unsecured corporate bonds

  2030 2.61  50,000   50,000 

Unsecured corporate bonds

 Operating fund 2018 1.89  90,000   90,000 

Unsecured corporate bonds

  2025 2.66  70,000   70,000 

Unsecured corporate bonds

  2030 2.82  90,000   90,000 

Unsecured corporate bonds

 

Operating and

refinancing fund

 2018 2.07  80,000   80,000 

Unsecured corporate bonds

  2025 2.55  100,000   100,000 

Unsecured corporate bonds

  2035 2.75  70,000   70,000 

Unsecured corporate bonds

 Operating fund 2019 1.65  70,000   70,000 

Unsecured corporate bonds

  2021 1.80  100,000   100,000 

Unsecured corporate bonds

  2026 2.08  90,000   90,000 

Unsecured corporate bonds

  2036 2.24  80,000   80,000 

Unsecured corporate bonds

  2019 1.62  50,000   50,000 

Unsecured corporate bonds

  2021 1.71  50,000   50,000 

Unsecured corporate bonds

  2026 1.97  120,000   120,000 

Unsecured corporate bonds

  2031 2.17  50,000   50,000 

Unsecured corporate bonds

 Refinancing fund 2020 1.93  60,000    

Unsecured corporate bonds

  2022 2.17  120,000    

Unsecured corporate bonds

  2027 2.55  100,000    

Unsecured corporate bonds

 Operating and refinancing fund 2032 2.65  90,000    

Unsecured corporate bonds

 Operating fund 2020 2.39  100,000    

Unsecured corporate bonds

 Operating and refinancing fund 2022 2.63  80,000    

Unsecured corporate bonds

 Refinancing fund 2027 2.84  100,000    

Unsecured corporate bonds(*2)

 Operating fund 2017 4.28     100,000 

Unsecured corporate bonds(*2)

  2017 3.27     120,000 

Unsecured corporate bonds(*2)

  2019 3.49  210,000   210,000 

Unsecured corporate bonds(*2)

  2019 2.76  130,000   130,000 

Unsecured corporate bonds(*2)

  2018 2.23  50,000   50,000 

Unsecured corporate bonds(*2)

  2020 2.49  160,000   160,000 

Unsecured corporate bonds(*2)

  2020 2.43  140,000   140,000 

Unsecured corporate bonds(*2)

  2020 2.18  130,000   130,000 

Unsecured corporate bonds(*2)

  2019 1.58  50,000   50,000 

Unsecured corporate bonds(*2)

 

Operating and

refinancing fund

 2021 1.77  120,000   120,000 

Unsecured corporate bonds(*2)

 Operating fund 2022 2.26  150,000    

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won, thousands of U.S. dollars and thousands of other currencies)(In millions of won, thousands of U.S. dollars and thousands of other currencies) (In millions of won, thousands of U.S. dollars and thousands of other currencies) 
  Purpose  Maturity  Annual interest
rate (%)
  December 31,
2015
 December 31,
2014
  

Purpose

 Maturity Annual interest
rate (%)
 December 31,
2017
 December 31,
2016
 

Foreign global bonds

  Operating fund  2018  2.13  820,400    769,440  

Unsecured corporate bonds(*2)

 Refinancing fund 2022  2.34  30,000    

Unsecured corporate bonds(*2)

 

Operating and

refinancing fund

 2022  2.70  140,000    

Unsecured corporate bonds(*3)

 Operating fund 2017  3.48     20,000 

Convertible bonds(*4)

  2019  1.00  5,558    

Unsecured global bonds

  2027  6.63  428,560  483,400 
         (USD 700,000  (USD 700,000    (USD 400,000 (USD 400,000

Australia unsecured private

    2017  4.75   255,930    269,727  

Unsecured private Swiss bonds

  2017  1.75     354,399 

bonds

     (CHF 300,000

Unsecured global bonds

  2018  2.13  749,980  845,950 
         (AUD 300,000  (AUD 300,000    (USD 700,000 (USD 700,000

Floating rate notes(*4)

    2020  3M Libor + 0.88   351,600    329,760  

Unsecured corporate Australian bonds

  2017  4.75     261,615 
     (AUD 300,000

Floating rate notes(*5)

  2020  3M Libor + 0.88  321,420  362,550 
         (USD 300,000  (USD 300,000    (USD 300,000)  (USD 300,000

Foreign global bonds(*2)

    2018  2.88   351,600    329,760    2018  2.88  321,420  362,550 
         (USD 300,000  (USD 300,000    (USD 300,000 (USD 300,000
        

 

  

 

     

 

  

 

 

Sub-total

         7,139,651    6,252,161      7,107,216  7,220,064 

Less discounts on bonds

         (30,998  (33,531    (21,029 (25,858
        

 

  

 

     

 

  

 

 
         7,108,653    6,218,630      7,086,187  7,194,206 

Less current portion of bonds

         (669,506  (569,472    (1,489,617 (855,276
        

 

  

 

     

 

  

 

 
        6,439,147    5,649,158      5,596,570  6,338,930 
        

 

  

 

     

 

  

 

 

 

 

(*1)Unsecured private bonds were issued by SK Telink Co., Ltd., a subsidiary of the Parent Company.

(*2)Unsecured private bonds were issued by SK Broadband Co., Ltd., a subsidiary of the Parent Company.

(*3)Unsecured private bonds were issued by PS&Marketing Corporation, a subsidiary of the Parent Company.

(*4)As of December 31, 2015, 3M Libor rate is 0.61%.

(*5)The Group settled the difference of theeliminated a measurement basesinconsistency of accounting profit or loss between the bonds and related derivatives by designating the structured bonds as financial liabilities at fair value through profit or loss. The carrying amount of financial liabilities designated at fair value through profit or loss exceeds the principal amount required to pay at maturity by ₩10,278 million as of December 31, 2017.

The difference between the carrying amount of the designated financial liabilities at fair value through profit or loss and the amount required to pay at maturity is ₩5,704 million as of December 31, 2015.

 

(*6)2)Unsecured corporate bonds were issued by SK Broadband Co., Ltd.

(*3)Unsecured corporate bonds were issued by PS&Marketing Corporation.

(*4)During the year ended December 31, 2017, the Parent Company sold the convertible bonds issued by IRIVER LIMITED to third parties.

(*5)As of December 31, 2014, the principal amount and the fair value of the structured bonds were ₩50,000 million and ₩55,188 million, respectively. The entire bonds were early redeemed during the year ended December 31, 2015.2017, 3M LIBOR rate is 1.69%.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(*7)18.Convenient translation was provided for the bonds repayable in other currencies.

19.Long-term Payables — Other

 

(1)Long-term payables — other as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31, 2015   December 31, 2014   December 31, 2017   December 31, 2016 

Payables related to acquisition of W-CDMA licenses

  550,964     657,001  

Payables related to acquisition of frequency usage rights

  1,328,630    1,602,943 

Other(*)

   30,733     27,566     18,133    21,647 
  

 

   

 

   

 

   

 

 
  581,697     684,567    1,346,763    1,624,590 
  

 

   

 

   

 

   

 

 

 

 

(*)Other includes vestedother long-term employee compensation claims of employees who have rendered long-term service, etc.liabilities.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

 

(2)As of December 31, 20152017 and 2014,2016, details of long-term payables — other which consist of payables related to the acquisition of W-CDMA licenses for 800MHZ, 2.3GHz and 1.8GHz frequenciesfrequency usage rights are as follows:follows (See Note 16):

 

(In millions of won) 
   Period of
repayment
   Coupon rate  Annual effective
interest rate(*)
  December
31, 2015
  December 31,
2014
 

800MHz

   2013~2015    3.51%  5.69%       69,416  

2.3GHz

   2014~2016    3.00%  5.80%   2,882    5,766  

1.8GHz

   2012~2021    2.43~3.00%  4.84~5.25%   707,006    824,841  
        

 

 

  

 

 

 
         709,888    900,023  

Present value discount on long-term
payables — other

         (38,739  (53,633
        

 

 

  

 

 

 
         671,149    846,390  

Current portion of long-term
payables — other

         (120,185  (189,389
        

 

 

  

 

 

 

Carrying amount at December 31

        550,964    657,001  
        

 

 

  

 

 

 

(*)The Group estimated the discount rate based on its credit ratings and corporate bond yield rate as there is no market interest rate available for long-term account payables-other.
(In millions of won)       
   December 31,
2017
  December 31,
2016
 

Long-term payables — other

  1,710,255   2,013,122 

Present value discount on long-term payables — other

   (79,874  (108,406
  

 

 

  

 

 

 
   1,630,381   1,904,716 

Less current portion of long-term payables — other

   (301,751  (301,773
  

 

 

  

 

 

 

Carrying amount at December 31

  1,328,630   1,602,943 
  

 

 

  

 

 

 

 

(3)The repayment schedule of the principal amount of long-term payables other related to acquisition of W-CDMA licensesfrequency usage rights as of December 31, 20152017 is as follows:

 

(In millions of won)    
   Amount 

Less than 1 year

  ₩120,718302,867 

1~3 years

   235,669605,734 

3~5 years

   235,669402,624 

More than 5 years

   117,832399,030 
  

 

 

 
  ₩709,8881,710,255 
  

 

 

 

 

20.19.Provisions

 

(1)Changes in provisions for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)(In millions of won)     (In millions of won)   
 For the year ended December 31, 2015 As of December 31, 2015  For the year ended December 31, 2017 As of December 31, 2017 
 Beginning
balance
 Increase Utilization Reversal Other Change of
consolida-
tion scope
 Ending
balance
 Current Non-current  Beginning
balance
 Increase Utilization Reversal Other Ending
balance
 Current Non-current 

Provision for handset subsidy(*1)

 26,799    1,641    (5,004  (17,766          5,670    2,232    3,438  

Provision for installment of handset subsidy(*1)

 24,710  2  (8,898 (11,940    3,874  3,874    

Provision for
restoration(*2)

  59,727    4,983    (1,135  (5,433  1,812        59,954    34,336    25,618   64,679  12,066  (2,517 (1,006 45  73,267  40,598  32,669 

Emission allowance(*3)

      1,477                    1,477    1,477       2,788  4,663  (518 (2,283    4,650  4,650    

Other provisions

  562    3,795    (510  (472      (271  3,104    2,943    161   5,740  952  (3,757       2,935  2,935    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 87,088    11,896    (6,649  (23,671  1,812    (271  70,205    40,988    29,217   97,917  17,683  (15,690 (15,229 45  84,726  52,057  32,669 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)(In millions of won)   (In millions of won)   
 For the year ended December 31, 2014 As of December 31, 2014  For the year ended December 31, 2016 As of December 31, 2016 
 Beginning
balance
 Increase Utilization Reversal Other Ending
balance
 Current Non-current  Beginning
balance
 Increase Utilization Reversal Other Ending
balance
 Current Non-current 

Provision for handset subsidy(*1)

 53,923    41,802    (68,926          26,799    14,844    11,955  

Provision for installment of handset subsidy(*1)

 5,670  37,530  (18,490       24,710  19,939  4,771 

Provision for restoration(*2)

  40,507    20,098    (702  (34  (142  59,727    35,865    23,862   59,954  6,677  (1,082 (913 43  64,679  37,760  26,919 

Emission allowance(*3)

 1,477  1,480  (169       2,788  2,788    

Other provisions

  451    155    (225      181    562    366    196   3,104  3,237  (601       5,740  5,740    
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 
 94,881    62,055    (69,853  (34  39    87,088    51,075    36,013   70,205  48,924  (20,342 (913 43  97,917  66,227  31,690 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

 

 

(*1)The Group recognizes a provision for handset subsidies given to the subscribers who purchase handsets on an installment basis. During the years ended December 31, 2015 and 2014, the Group’sThe amount recognized as a provision for handset subsidies significantly decreasedis the Group’s best estimate of the expenditure required to settle the current obligations to the relevant subscribers at the end of the reporting period, which is calculated as it gradually ceased providingof the present values of estimated handset subsidies to be granted over the relevant service periods, taking into account the customer retention rate for the relevant subscribers. The discount rate used in calculating the present values is based onAAA-rated corporate bonds with atwo-year maturity. The customer retention rate is based on the Group’s historical retention rate.

The amount recognized as a provision for handset subsidies is the Group’s best estimate of the expenditure required to settle the current obligations to the relevant subscribers at the end of the reporting period, which is calculated as the sum of the present values of the monthly balances for handset subsidies over the relevant service periods, taking into account the customer retention rate for the relevant subscribers. The discount rate used in calculating the present values is based on AAA-rated corporate bonds with a two-year maturity. The customer retention rate is based on the Group’s historical retention rate.

 

(*2)In the course of the Group’s activities, base station and other assets are utilizedinstalled on leased premises which are expected to have costs associated with restoring the locationpremises to their original conditions where these assets are situated upon ceasing their use on those premises. The associated cash outflows, which are long-term in nature, are generally expected to occur at the dates of exitthe termination of the assetslease contracts to which theythe assets relate. These restoration costs are calculated on the basis of the identified costs for the current financial year, extrapolated into the future based on management’s best estimates of future trends in prices, inflation, and other factors, and are discounted to present value at a risk-adjusted rate specifically applicable to the liability. Forecasts of estimated future provisionscash outflows are revised in light of future changes in business conditions or technological requirements. The Group records these restoration costs as property and equipment and subsequently allocatesexpenses them to expense using a systematic and rationalthe straight-line method over the asset’s useful life, and records the accretion of the liability as a charge to finance costs.

 

(*3)The Group recognizes estimated future payment for the number of emission certificates required to settle the Group’s obligation exceeding the actual number of certificates on hand as emission allowances according to the Act on Allocation and Trading of Greenhouse Gas Emission Permits.

 

(2)The followings are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period.

 

   

Key assumptions

Provision for handset subsidy

  estimation based on historical service retention period data

Provision for restoration

  estimation based on cost of demolition and inflation assuming demolitionwith an assumption of demolishing the relevant assets after six years

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

21.20.Lease

(1)    Finance Leases

The Group has leased telecommunication equipment under finance lease agreements with Cisco Systems Capital Korea Ltd. Finance lease liabilities as of December 31, 2015 and 2014 are as follows:

(In millions of won)        
   December 31,
2015
   December 31,
2014
 

Finance Lease Liabilities

    

Current portion of long-term finance lease liabilities

  26     3,804  

Long-term finance lease liabilities

        26  
  

 

 

   

 

 

 
  26     3,830  
  

 

 

   

 

 

 

The Group’s related interest and principal as of December 31, 2015 and 2014 are as follows:

(In millions of won)       
   December 31, 2015  December 31, 2014 
   Minimum
lease
payment
   Present
value
  Minimum
lease
payment
   Present
value
 

Less than 1 year

  26     26    3,909     3,804  

1~5 years

            26     26  
  

 

 

   

 

 

  

 

 

   

 

 

 

Sub-total

   26     26    3,935     3,830  
  

 

 

   

 

 

  

 

 

   

 

 

 

Current portion of long-term finance lease liabilities

     (26    (3,804
    

 

 

    

 

 

 

Long-term finance lease liabilities

              26  
    

 

 

    

 

 

 

(2)    Operating Leases

The Group entered into operating leases and sublease agreements in relation to rented office space and the expected future lease payments and lease revenues as of December 31, 2015 and 2014 (included in other non-operating income in the accompanying consolidated statements of income) are as follows:

(In millions of won)                
   2015   2014 
   Lease
payments
   Lease
revenues
   Lease
payments
   Lease
revenues
 

Less than 1 year

  32,416     1,876     29,233     3,496  

1~5 years

   75,568     1,026     76,306     1,390  

More than 5 years

   33,602     577     49,582     1,043  
  

 

 

   

 

 

   

 

 

   

 

 

 
  141,586     3,479     155,121     5,929  
  

 

 

   

 

 

   

 

 

   

 

 

 

(3)    Sale and Leaseback Transaction

During the year ended December 31,In 2012, the Group disposed a portion of its property and equipment and investment property, and entered into lease agreements with respect to those assets. ThisThese sale and leaseback transaction is consideredtransactions were accounted for as an operating lease.leases. The Group recognized ₩14,539 millionentered into operating lease agreements and ₩14,075 million of lease paymentssublease agreements in relation to rented office space and the operating lease agreement for the years ended December 31, 2015 and 2014, respectively, and ₩2,393 million and ₩2,469 million of lease revenues in relation to the sublease agreement for the years ended December 31, 2015 and 2014, respectively. Expectedexpected future lease payments and lease revenues are included in Note 21-(2).

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years endedas of December 31, 2015, 2014 and 20132017 are as follows:

(In millions of won)        
   Minimum
lease
payments
   Revenues 

Less than 1 year

  49,289    1,926 

1~5 years

   101,872    916 
  

 

 

   

 

 

 
  151,161    2,842 
  

 

 

   

 

 

 

 

22.21.Defined Benefit LiabilitiesLiabilities(Assets)

 

(1)Details of defined benefit liabilitiesliabilities(assets) as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)            
  December 31, 2015 December 31, 2014   December 31, 2017 December 31, 2016 

Present value of defined benefit obligations

  525,269    437,844    679,625  595,667 

Fair value of plan assets

   (426,413  (346,257   (663,617 (555,175
  

 

  

 

   

 

  

 

 

Defined benefit assets(*)

   (45,952 (30,247
  98,856    91,587    

 

  

 

 

Defined benefit liabilities

   61,960  70,739 
  

 

  

 

   

 

  

 

 

(*)Since the Group entities neither have legally enforceable right nor intention to settle the defined benefit obligations of Group entities with defined benefit assets of other Group entities, defined benefit assets of Group entities have been separately presented from defined benefit liabilities.

 

(2)Principal actuarial assumptions as of December 31, 20152017 and 20142016 are as follows:

 

   December 31, 20152017  December 31, 20142016

Discount rate for defined benefit obligations

  1.90%2.58%~2.93%4.03%  2.23%1.90%~3.70%2.96%

Expected rate of salary increase

  2.51%3.08%~7.04%5.93%  2.51%2.49%~7.39%6.09%

Discount rate for defined benefit obligationsobligation is determined based on the Group’s credit ratings and yield ratemarket yields of high-quality corporate bonds with similar maturities for estimated payment term of defined benefit obligations.obligation. Expected rate of salary increase is determined based on the Group’s historical promotion index, inflation rate and salary increase ratio in accordance with salary agreement.ratio.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(3)Changes in defined benefit obligations for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)            
             2015                     2014         

Beginning balance

    437,844       312,494  

Current service cost

     106,764       109,625  

Interest cost

     12,292       12,630  

Remeasurement

        

- Demographic assumption

     732       2,859  

- Financial assumption

     5,900       28,287  

- Adjustment based on experience

     15,100       9,932  

Benefit paid

     (58,513     (46,531

Others(*)

     5,150       8,548  
    

 

 

     

 

 

 

Ending balance

    525,269       437,844  
    

 

 

     

 

 

 

(*)Others for the year ended December 31, 2015 include liabilities of ₩3,470 million succeeded due to transfer of employees from associates and transfer to construction in progress, etc. Others for the year ended December 31, 2014 include the effect of changes in the consolidation scope of ₩2,939 million, liabilities of ₩4,433 million succeeded due to transfer of employees from associates, and transfer to construction in progress, etc.
(In millions of won)    
           2017                  2016         

Beginning balance

  595,667   525,269 

Current service cost

   125,526   114,528 

Interest cost

   15,991   13,441 

Remeasurement

- Demographic assumption

   (287  677 

- Financial assumption

   (20,731  (2,462

- Adjustment based on experience

   11,561   6,229 

Benefit paid

   (60,883  (55,350

Others

   12,781   (6,665
  

 

 

  

 

 

 

Ending balance

  679,625   595,667 
  

 

 

  

 

 

 

 

(4)Changes in plan assets for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)       
   2015  2014 

Beginning balance

  346,257    238,293  

Interest income

   9,035    9,538  

Actuarial gain

   3,146    50  

Contributions by employer directly to plan assets

   115,640    117,558  

Benefits paid

   (47,809  (20,711

Others(*)

   144    1,529  
  

 

 

  

 

 

 

Ending balance

  426,413    346,257  
  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(*)Others for the year ended December 31, 2014 include the effect of changes in the consolidation scope of ₩1,221 million.
(In millions of won)    
   2017  2016 

Beginning balance

  555,175   426,413 

Interest income

   13,821   9,826 

Remeasurement

   (5,540  (6,320

Contributions

   155,834   159,687 

Benefit paid

   (60,006  (34,247

Others

   4,333   (184
  

 

 

  

 

 

 

Ending balance

  663,617   555,175 
  

 

 

  

 

 

 

The Group expects to make a contribution of ₩82,220₩146,086 million to the defined benefit plans during the next financial year.in 2018.

 

(5)ExpensesTotal amount of expenses recognized in profit and loss (included in labor cost in the accompanying consolidated statementsstatement of income) and capitalized intoconstruction-in-progress for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)            
   2015   2014   2013 

Current service cost

  106,764     109,625     89,802  

Net interest cost

   3,257     3,092     3,038  
  

 

 

   

 

 

   

 

 

 
  110,021     112,717     92,840  
  

 

 

   

 

 

   

 

 

 

The above costs are recognized in labor cost, research and development, or capitalized intoconstruction-in-progress.

(In millions of won)        
   2017   2016   2015 

Current service cost

  125,526    114,528    106,764 

Net interest cost

   2,170    3,615    3,257 
  

 

 

   

 

 

   

 

 

 
   ₩127,696   118,143   110,021 
  

 

 

   

 

 

   

 

 

 

 

(6)Details of plan assets as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31,
2015
   December 31,
2014
   December 31, 2017   December 31, 2016 

Equity instruments

  1,086     1,746    15,567    13,640 

Debt instruments

   81,867     70,778     134,710    95,359 

Short-term financial instruments, etc.

   343,460     273,733     513,340    446,176 
  

 

   

 

   

 

   

 

 
  426,413     346,257    663,617    555,175 
  

 

   

 

   

 

   

 

 

Actual return on plan assets for

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 20152017, 2016 and 2014 amounted to ₩12,181 million and ₩9,588 million, respectively.2015

 

(7)As of December 31, 2015,2017, effects on defined benefit obligations if each of significant actuarial assumptions changes within expectable and reasonable range are as follows:

 

(In millions of won)       
   Increase  Decrease 

Discount rate (if changed by 0.5%)

  (20,669  22,690  

Expected salary increase rate (if changed by 0.5%)

   22,604    (20,851
(In millions of won)       
   0.5% Increase  0.5% Decrease 

Discount rate

  (24,702  26,808 

Expected salary increase rate

   26,988   (25,138

The sensitivity analysis does not consider dispersion of all cash flows that are expected from the plan and provides approximate values of sensitivity for the assumptions used.

WeightedA weighted average durationsduration of defined benefit obligations as of December 31, 2015 and 2014 are 9.35 years and 9.10 years, respectively.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 20132017 is 8.17 years.

 

23.22.Derivative Instruments

(1) Currency and interest rate swap contracts under cash flow hedge accounting as of December 31, 2017 are as follows:

(1)Currency swap contracts under cash flow hedge accounting as of December 31, 2015 are as follows:

 

(In millions of won and thousands of foreign currencies)

Borrowing
date

  

Hedging Instrument(Hedged item)

 

Hedged risk

  

Financial
institution

Duration of
contract

Borrowing
date
Jul. 20,

2007

  

Hedged itemFixed-to-fixed

Hedged risk

Contract
type

Financial
institution

Duration of
contract

Jul. 20,
2007

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds

face value of USD 400,000)

 Foreign currency risk  Currency swapMorgan Stanley and fivefour other banks Jul. 20, 2007 ~
Jul. 20, 2027
Jun. 12,
2012

Fixed-to-fixed cross currency swap (Swiss Franc denominated bonds face value of CHF 300,000)

Foreign currency riskCurrency swapCitibank and four other banksJun. 12, 2012 ~ Jun.12, 2017

Nov. 1,

2012

  

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of USD 700,000)

 Foreign currency risk  Currency swapBarclaysStandard Chartered and eight other banks Nov. 1, 2012~ May. 1, 2018
Jan. 17,

Mar. 7,

2013

  

Fixed-to-fixed cross currency swap (Australia dollar denominated bonds face value of AUD 300,000)

Foreign currency riskCurrency swapBNP Paribas and three other banksJan. 17, 2013 ~ Nov. 17, 2017
Mar. 7,Floating-to-fixed

2013

Floating-to-fixed cross currency interest rate swap
(U.S. (U.S. dollar denominated bonds face value of USD 300,000)

 Foreign currency risk and the interest rate riskCurrency interest rate swap  DBS bank Mar. 7, 2013 ~ Mar. 7, 2020

Oct. 29,

2013

  

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of USD 300,000)

 Foreign currency risk  Currency swapKorea Development Bank and four other banksothers Oct.29,Oct. 29, 2013 ~ Oct. 26, 2018

Dec. 16,

2013

  

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value ofborrowing amounting to USD 74,817)51,775)

 Foreign currency risk  Currency swapDeutsche bank Dec.16,Dec. 16, 2013 ~ Apr. 29, 2022

Dec. 20,

2016

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 49,000)

Interest rate riskKorea Development Bank

Dec. 20, 2016~

Dec. 20, 2021

Jan. 30,

2017

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 28,583)

Interest rate riskKorea Development Bank

Nov. 10, 2016~

Jul. 30, 2019

Mar. 31,

2017

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 30,000)

Interest rate riskKorea Development Bank

Mar. 31, 2017-

Mar. 31, 2020

Dec. 21,

2017

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 50,000)

Interest rate riskKorea Development Bank

Dec. 5, 2017-

Dec. 21, 2022

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(2)As of December 31, 2015,2017, details of fair values of the above derivatives recorded in assets or liabilities and details of derivative instruments are as follows:

 

(In millions of won and thousands of foreign currencies)(In millions of won and thousands of foreign currencies) (In millions of won and thousands of foreign currencies) 
  Fair value 
  Cash flow hedge   Held for
trading
purpose
   Total 

Hedged item

  Accumulated
gain (loss) on
valuation of
derivatives
 Tax
effect
 Accumulated
foreign
currency
translation
(gain) loss
 Others
(*)
   

Hedging instrument(Hedged item)

  Cash flow
hedge
 Held for
trading
   Embedded
derivatives
   Fair value 

Non-current assets:

                

Structured bond (face value of KRW 150,000)

                   6,277     6,277  

Redeemable convertible preferred shares issued by Bluehole INC.

         222,257    222,257 

Structured bond(face value of KRW 50,000)

     9,054        9,054 

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of USD 400,000)

   (46,616  (14,883  11,180    129,806          79,487     21,554           21,554 

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of USD 700,000)

   (18,705  (5,971  56,738              32,062  

Floating-to-fixed cross currency interest rate swap (U.S. dollar denominated bonds face value of USD 300,000)

   (5,748  (1,835  26,439              18,856  

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of USD 300,000)

   (6,394      32,870              26,476  

Fixed-to-fixed long-term borrowings (U.S. dollar denominated bonds face value of USD 74,817)

   (4,072  (1,300  8,613              3,241  

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 49,000)

   307           307 

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 28,583)

   43           43 

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 50,000)

   (2          (2
         

 

        

 

 

Total assets

         166,399         253,213 
         

 

        

 

 

Current liabilities:

       

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of USD 700,000)

  (27,791          (27,791

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of USD 300,000)

   (615          (615

Non-current liabilities:

                

Fixed-to-fixed cross currency swap (Swiss Franc denominated bonds face value of CHF 300,000)

  (3,678  (1,174  (7,851            (12,703

Fixed-to-fixed cross currency swap (U.S. dollar denominated bonds face value of AUD 300,000)

   2,013    642    (79,248            (76,593

Floating-to-fixed cross currency interest rate swap (U.S. dollar denominated bonds face value of USD 300,000)

   (7,613          (7,613

Fixed-to-fixed long-term borrowings (U.S. dollar borrowing amounting to USD 51,775)

   (3,106          (3,106

Floating-to-fixed interest rate swap (Korean won borrowing amounting to KRW 30,000)

   (345          (345
         

 

        

 

 

Total liabilities

         (89,296       (39,470
         

 

        

 

 

(*)Cash flow hedge accounting has been applied to the relevant contracts from May 12, 2010. Others represent gain on valuation of currency swap incurred prior to the application of hedge accounting and was recognized through profit or loss prior to the year ended December 31, 2013.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

24.23.Share Capital and Capital Surplus (Deficit)(deficit) and Other Capital AdjustmentsOthers

The Parent Company’s outstanding share capital consists entirely of common stockshares with a par value of ₩500. The number of authorized, issued and outstanding common shares and the details of capital surplus (deficit) and other capital adjustmentsothers as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won, except for share data)       
   December 31, 2015  December 31, 2014 

Authorized shares

   220,000,000    220,000,000  

Issued shares(*1)

   80,745,711    80,745,711  

Share capital

   

Common stock

  44,639    44,639  

Capital surplus and other capital adjustments:

   

Paid-in surplus

   2,915,887    2,915,887  

Treasury stock (Note 25)

   (2,260,626  (2,139,683

Loss on disposal of treasury stock

       (18,087

Others(*2)

   (864,269  (878,637
  

 

 

  

 

 

 
  (209,008  (120,520
  

 

 

  

 

 

 
(In millions of won, except for share data)       
   December 31, 2017  December 31, 2016 

Number of authorized shares

   220,000,000   220,000,000 

Number of issued shares(*1)

   80,745,711   80,745,711 

Share capital

   

Common share

  44,639   44,639 

Capital surplus (deficit) and others:

   

Paid-in surplus

   2,915,887   2,915,887 

Treasury shares(Note 24)

   (2,260,626  (2,260,626

Share option(Note 26)

   414    

Others(*2)

   (857,912  (854,000
  

 

 

  

 

 

 
  (202,237  (198,739
  

 

 

  

 

 

 

 

 

(*1)During the years ended December 31,In 2002 and 2003, 2006 and 2009, the Parent Company retired 7,002,235treasury shares 1,083,000 shares and 448,000 shares, respectively,with reduction of treasury stock which reduced its retained earnings before appropriation in accordance with the Korean Commercial Act.appropriation. As a result, the Parent Company’s outstanding shares have decreased without change in the share capital.

 

(*2)Others primarily consist of the excess of the consideration paid by the Group over the carrying values of net assets acquired from entities under common control transactions with entities within the control of the Ultimate Controlling Entity.control.

There were no changes in share capital forduring the years ended December 31, 20152017 and 2014. Changes in number2016 and details of shares outstanding for the years endedas of December 31, 20152017 and 20142016 are as follows:

 

(In shares)                      
   2015  2014 
   Issued
shares
   Treasury
stock
  Outstanding
shares
  Issued
shares
   Treasury
stock
   Outstanding
shares
 

Beginning issued shares

   80,745,711     9,809,375    70,936,336    80,745,711     9,809,375     70,936,336  

Disposal of treasury stock

        (1,692,824  1,692,824                

Acquisition of treasury stock

        2,020,000    (2,020,000              
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 

Ending issued shares

   80,745,711     10,136,551    70,609,160    80,745,711     9,809,375     70,936,336  
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

   

 

 

 
(In shares)  2017   2016 
   Issued shares   Treasury
shares
   Outstanding
shares
   Issued shares   Treasury
shares
   Outstanding
shares
 

Shares outstanding

   80,745,711    10,136,551    70,609,160    80,745,711    10,136,551    70,609,160 

 

25.24.Treasury StockShares

The Parent Company acquired treasury stockshares to provide stockshare dividends, merge with Shinsegi Telecom, Inc. and SK IMT Co, Ltd., increase shareholder value and to stabilize its stock prices when needed.share prices.

Treasury stockshares as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won, shares)                
  December 31, 2015   December 31, 2014   December 31, 2017   December 31, 2016 

Number of shares

   10,136,551     9,809,375     10,136,551    10,136,551 

Amount

  2,260,626     2,139,683  

Acquisition cost

  2,260,626    2,260,626 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 2013

On June 9, 2015 the Parent Company granted 1,692,824 shares of its treasury stock (acquisition cost: ₩369,249 million) in order to acquire shares of SK Broadband Co., Ltd. In addition, from September 30, 2015 to December 11, 2015, the Parent Company newly acquired 2,020,000 shares of its treasury stock amounting to ₩490,192 million in order to stabilize stock price.

 

26.25.Hybrid Bonds

Hybrid bonds classified as equity as of December 31, 20152017 are as follows:

 

(In millions of won)

Type

Issuance date

Maturity

Annual
interest
rate(%)
Amount

Private hybrid bonds

Blank coupon unguaranteed subordinated bondJune 7, 2013June 7, 2073(*1)4.21(*2)400,000

Issuance costs

(1,482

398,518

(In millions of won) 
   

Type

  

Issuance date

  

Maturity(*1)

  Annual
interest
rate(%)(*2)
   Amount 

Private hybrid bonds

  Unsecured subordinated bearer bond  June 7, 2013  June 7, 2073   4.21   400,000 

Issuance costs

           (1,482
          

 

 

 
          398,518 
          

 

 

 

Hybrid bonds issued by the Parent Company isare classified as equity as there is no contractual obligation for delivery of financial assets to the bond holders. These are subordinated bonds which rank before common shareholdersshares in the event of a liquidation or reorganization of the Parent Company.

 

 

(*1)The Parent Company has a right to extend the maturity under the same terms at issuance terms without any notice or announcement. The Parent Company also has the right to defer interest payment at its sole discretion.

 

(*2)Annual interest rate is adjustedcalculated as yield rate of 5 year national bonds plus premium. According to thestep-up clause, additional premium of 0.25% and 0.75%, respectively, after five10 years and 25 years from the issuance date.date are applied.

 

27.26.Share option

(1)At the shareholders’ meeting held on March 24, 2017, the Parent Company established a share option program that entitles key management personnel the option to purchase common shares of the Parent Company. The terms and conditions related to the grants of the share options under the share option program are as follows:

   Series
   1-1  1-2  1-3

Grant date

  March 24, 2017

Types of shares to be issued

  66,504 of registered common shares

Grant method

  Reissue of treasury shares

Number of shares (in shares)

  22,168  22,168  22,168

Exercise price (in won)

  246,750  266,490  287,810

Exercise period

  Mar. 25, 2019 ~
Mar. 24, 2022
  Mar. 25, 2020 ~
Mar. 24, 2023
  Mar. 25, 2021 ~
Mar. 24, 2024

Vesting conditions

  2 years’ service
from the grant date
  3 years’ service
from the grant date
  4 years’ service
from the grant date

(2)Share compensation expense recognized during the year ended December 31, 2017 and the remaining share compensation expense to be recognized in subsequent periods are as follows:

(In millions of won)Share
compensation expense

During the year ended December 31, 2017

414

In subsequent periods

977

1,391

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(3)The Group used binomial option pricing model in the measurement of the fair value of the share options at grant date and the inputs used in the model are as follows:

   1-1  1-2  1-3 

Risk-free interest rate

   1.86  1.95  2.07

Estimated option’s life

   5 years   6 years   7 years 

Share price (Closing price on the preceding day in won)

   262,500   262,500   262,500 

Expected volatility

   13.38  13.38  13.38

Expected dividends

   3.80  3.80  3.80

Exercise price (in won)

   246,750   266,490   287,810 

Per share fair value of the option (in won)

   27,015   20,240   15,480 

27.Retained Earnings

 

(1)Retained earnings as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31, 2015   December 31, 2014   December 31, 2017   December 31, 2016 

Appropriated:

        

Legal reserve

  22,320     22,320    22,320    22,320 

Reserve for research & manpower development

   87,301     151,533         60,001 

Reserve for business expansion

   9,671,138     9,476,138     10,171,138    9,871,138 

Reserve for technology development

   2,616,300     2,416,300     3,071,300    2,826,300 
  

 

   

 

   

 

   

 

 
   12,397,059     12,066,291     13,264,758    12,779,759 

Unappropriated

   2,610,568     2,122,300     4,571,188    3,173,405 
  

 

   

 

   

 

   

 

 
  15,007,627     14,188,591    17,835,946    15,953,164 
  

 

   

 

   

 

   

 

 

 

(2)Legal reserve

The Korean Commercial Act requires the Parent Company to appropriate as a legal reserve at least 10% of cash dividends paid for each accounting period until the reserve equals 50% of outstanding share capital. 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 share capital.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

 

(3)28.Reserve for research & manpower development

The reserve for research and manpower development was 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 and retained earnings in accordance with the relevant tax laws. Such reversal will be included in taxable income in the year of reversal.

28.Reserves

 

(1)Details of reserves, net of taxes, as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)            
  December 31, 2015 December 31, 2014   December 31, 2017 December 31, 2016 

Unrealized fair value of available-for-sale financial assets

  232,316    235,385  

Valuation gain onavailable-for-sale financial assets

  168,211  12,534 

Other comprehensive loss of investments in associates

   (169,520  (163,808   (320,060 (179,167

Unrealized fair value of derivatives

   (83,200  (77,531

Valuation loss on derivatives

   (73,828 (96,418

Foreign currency translation differences for foreign operations

   29,707    1,465     (9,050 36,868 
  

 

  

 

   

 

  

 

 
  9,303    (4,489  (234,727 (226,183
  

 

  

 

   

 

  

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(2)Changes in reserves for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)    
   2015 
   Unrealized fair
value of
available-for-
sale financial
assets
  Other compre-
hensive loss
of investments in
associates
  Unrealized
fair value of
derivatives
  Foreign currency
translation
differences for
foreign
operations
   Total 

Balance at January 1, 2015

  235,385    (163,808  (77,531  1,465     (4,489

Changes

   (5,530  (5,649  (5,221  28,242     11,842  

Tax effect

   2,461    (63  (448       1,950  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance at December 31, 2015

  232,316    (169,520  (83,200  29,707     9,303  
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
(In millions of won)  2017 
   Valuation gain on
available-for-sale
financial assets
   Other compre-
hensive loss of
investments in
associates
  Valuation gain
(loss) on
derivatives
  Foreign currency
translation
differences for
foreign operations
  Total 

Balance at January 1, 2017

  12,534    (179,167  (96,418  36,868   (226,183

Changes, net of taxes

   155,677    (140,893  22,590   (45,918  (8,544
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2017

  168,211    (320,060  (73,828  (9,050  (234,727
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

 

(In millions of won)    
   2014 
   Unrealized fair
value of
available-for-
sale financial
assets
  Other compre-
hensive loss
of investments in
associates
  Unrealized
fair value of
derivatives
  Foreign currency
translation
differences for
foreign
operations
  Total 

Balance at January 1, 2014

  208,529    (172,117  (35,429  (13,253  (12,270

Changes

   30,945    8,381    (54,290  14,718    (246

Tax effect

   (4,089  (72  12,188        8,027  
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2014

  235,385    (163,808  (77,531  1,465    (4,489
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(In millions of won)    
   2016 
   Valuation gain
(loss) on
available-for-sale
financial assets
  Other compre-
hensive loss of
investments in
associates
  Valuation
loss on
derivatives
  Foreign currency
translation
differences for
foreign operations
   Total 

Balance at January 1, 2016

  232,316   (169,520  (83,200  29,707    9,303 

Changes, net of taxes

   (219,782  (9,647  (13,218  7,161    (235,486
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance at December 31, 2016

  12,534   (179,167  (96,418  36,868    (226,183
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

 

(3)Details of changesChanges in unrealized fair value of valuation gain onavailable-for-sale financial assets for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)    
   2015 
   Before taxes  Income tax effect  After taxes 

Balance at January 1, 2015

  306,608    (71,223  235,385  

Amount recognized as other comprehensive loss during the year

   (3,902  2,067    (1,835

Amount reclassified to profit or loss

   (1,628  394    (1,234
  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2015

  301,078    (68,762  232,316  
  

 

 

  

 

 

  

 

 

 

(In millions of won)    
   2014 
   Before taxes  Income tax effect  After taxes 

Balance at January 1, 2014

  275,663    (67,134  208,529  

Amount recognized as other comprehensive income during the year

   40,785    (6,470  34,315  

Amount reclassified to profit or loss

   (9,840  2,381    (7,459
  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2014

  306,608    (71,223  235,385  
  

 

 

  

 

 

  

 

 

 
(In millions of won)        
   2017   2016 

Balance at January 1

  12,534    232,316 

Amount recognized as other comprehensive income during the year, net of taxes

   132,586    4,606 

Amount reclassified through profit or loss, net of taxes 23,091

   23,091    (224,388
  

 

 

   

 

 

 

Balance at December 31

  168,211    12,534 
  

 

 

   

 

 

 

 

(4)Details of changesChanges in unrealized fair value ofvaluation gain (loss) on derivatives for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)    
   2015 
   Before taxes  Income tax effect  After taxes 

Balance at January 1, 2015

  (102,501  24,970    (77,531

Amount recognized as other comprehensive loss during the year

   (4,714  (570  (5,284

Amount reclassified to profit or loss

   (507  122    (385
  

 

 

  

 

 

  

 

 

 

Balance at December 31, 2015

  (107,722  24,522    (83,200
  

 

 

  

 

 

  

 

 

 

(In millions of won)    
   2014 
   Before taxes  Income tax effect   After taxes 

Balance at January 1, 2014

  (48,211  12,782     (35,429

Amount recognized as other comprehensive loss during the year

   (46,535  10,311     (36,224

Amount reclassified to profit or loss

   (7,755  1,877     (5,878
  

 

 

  

 

 

   

 

 

 

Balance at December 31, 2014

  (102,501  24,970     (77,531
  

 

 

  

 

 

   

 

 

 
(In millions of won)       
   2017  2016 

Balance at January 1

  (96,418  (83,200

Amount recognized as other comprehensive loss during the year, net of taxes

   17,965   (12,213

Amount reclassified through profit or loss, net of taxes

   4,625   (1,005
  

 

 

  

 

 

 

Balance at December 31

  (73,828  (96,418
  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

29.Other Operating Income and Expenses

Details of other operating income andexpenses for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                        
  2015   2014   2013   2017   2016   2015 

Other Operating Income:

            

Reversal of allowance for doubtful accounts

            359  

Gain on disposal of property and equipment and intangible assets

   7,140     8,792     7,991     13,991    6,908    7,140 

Others(*1)

   23,795     47,679     66,604  

Others(*)

   18,006    59,640    23,795 
  

 

   

 

   

 

   

 

   

 

   

 

 
  30,935     56,471     74,954    31,997    66,548    30,935 
  

 

   

 

   

 

   

 

   

 

   

 

 

Other Operating Expenses:

            

Communication expenses

  43,979     58,622     62,193  

Communication

  27,973    31,196    43,979 

Utilities

   270,621     247,919     227,593     299,825    277,497    270,621 

Taxes and dues

   36,118     33,500     29,873     27,819    35,020    36,118 

Repair

   312,517     260,533     252,344     333,101    326,076    312,517 

Research and development

   315,790     390,943     352,385     395,276    344,787    315,790 

Training

   37,278     42,781     40,446     32,853    33,303    37,278 

Bad debt for accounts receivables — trade

   60,450     45,754     53,344  

Bad debt for accounts receivable — trade

   34,584    37,820    60,450 

Travel

   27,860     28,912     31,762     24,095    25,263    27,860 

Supplies and other

   176,248     209,933     189,224     111,170    113,930    176,248 

Loss on disposal of property and equipment and intangible assets

   21,392     32,950     267,468     60,086    63,797    21,392 

Impairment loss on other investment securities

   42,966     22,749     6,137     9,003    24,033    42,966 

Impairment loss on property and equipment and intangible assets

   35,845     47,489     13,770     54,946    24,506    35,845 

Donations

   72,454     67,823     82,057     112,634    96,633    72,454 

Bad debt for accounts receivable — other

   15,323     17,943     22,155     5,793    40,312    15,323 

Others(*2)

   55,536     84,796     115,532  

Others(*)

   101,589    49,593    55,536 
  

 

   

 

   

 

   

 

   

 

   

 

 
  1,524,377     1,592,647     1,746,283    1,630,747    1,523,766    1,524,377 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

 

(*1))Others for the year ended December 31, 2015, 2014 and 2013, primarily consist of ₩2.1 billion, ₩8.1 billion and ₩10.3 billion of VAT refund, respectively.See Note5-(2).

(*2)Others for the years ended December 31, 2015, 2014 and 2013 primarily consist of ₩29.5 billion, ₩54.7 billion, and ₩96.5 billion of penalties.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

30.Finance Income and Costs

 

(1)Details of finance income and costs for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                        
  2015   2014   2013   2017   2016   2015 

Finance Income:

            

Interest income

  45,884     60,006     65,560    76,045    54,353    45,884 

Gain on sale of accounts receivable — trade

   18,548    18,638     

Dividends

   16,102     13,048     10,197     12,416    19,161    16,102 

Gain on foreign currency transactions

   18,923     16,301     11,041     13,676    14,186    18,923 

Gain on foreign currency translations

   5,090     6,277     4,401     7,110    5,085    5,090 

Gain on disposal of long-term investment securities

   10,786     13,994     9,300     4,890    459,349    10,786 

Gain on valuation of derivatives

   1,927     8,713          223,943    4,132    1,927 

Gain on settlement of derivatives

        7,998     7,716  

Gain relating to financial asset at fair value through profit or loss

             5,177  

Reversal of impairment loss onavailable-for-sale financial assets

   9,900         

Gain relating to financial assets at fair value through profit or loss

   33    25     

Gain relating to financial liability at fair value through profit or loss

   5,188                   121    5,188 
  

 

   

 

   

 

   

 

   

 

   

 

 
  103,900     126,337     113,392    366,561    575,050    103,900 
  

 

   

 

   

 

   

 

   

 

   

 

 

Finance Costs:

            

Interest expense

  297,662     323,910     331,834    299,100    290,454    297,662 

Loss on sale of accounts receivable — trade

   9,682         

Loss on foreign currency transactions

   17,931     18,053     16,430     19,263    16,765    17,931 

Loss on foreign currency translations

   4,750     5,079     2,634     8,419    3,991    4,750 

Loss on disposal of long-term investment securities

   2,599     2,694     31,909     36,024    2,919    2,599 

Loss on valuation of derivatives

        10     2,106  

Loss on settlement of derivatives

   4,845     672          10,031    3,428    4,845 

Loss relating to financial asset at fair value through profit or loss

        1,352       

Loss relating to financial liability at fair value through profit or loss(*1)

   526     10,370     134,232  

Other finance costs(*2)

   21,787     24,533     52,058  

Loss relating to financial liability at fair value through profit or loss

   678    4,018    526 

Impairment loss on long-term investment securities(*)

   14,519    5,255    21,787 

Other finance costs

   35,900         
  

 

   

 

   

 

   

 

   

 

   

 

 
  350,100     386,673     571,203    433,616    326,830    350,100 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

 

(*1)Loss relating to financial liability at fair value through profit or loss for the year ended December 31, 2013 represents 1) valuation loss related to exchangeable bond (issue price of USD 326,397,463) as a result of increase in stock price of the Parent Company and increase in foreign exchange rate, and 2) loss on repayment of debentures upon the claim for exchange.

(*2))See Note30-(5).

 

(2)Details of interest income included in finance income for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                        
  2015   2014   2013   2017   2016   2015 

Interest income on cash equivalents and deposits

  20,009     33,417     41,907  

Interest income on cash equivalents and short-term financial instruments

  28,130    20,203    20,009 

Interest income on installment receivables and others

   25,875     26,589     23,653     47,915    34,150    25,875 
  

 

   

 

   

 

   

 

   

 

   

 

 
  45,884     60,006     65,560    76,045    54,353    45,884 
  

 

   

 

   

 

   

 

   

 

   

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(3)Details of interest expenseexpenses included in finance costs for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                        
  2015   2014   2013   2017   2016   2015 

Interest expense on bank overdrafts and borrowings

  19,577     26,360     28,600  

Interest expense on borrowings

  11,774    7,962    19,577 

Interest expense on debentures

   238,450     247,972     258,962     228,568    239,560    238,450 

Interest on finance lease liabilities

   58     504     1,333             58 

Others

   39,577     49,074     42,939     58,758    42,932    39,577 
  

 

   

 

   

 

   

 

   

 

   

 

 
  297,662     323,910     331,834    299,100    290,454    297,662 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(4)Finance income and costs by categoriescategory of financial instruments for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows. Bad debt expensesexpense (reversal of allowance for doubtful accounts) for accounts receivable — trade, loans and receivables are excludedpresented and are explained separately in Note 7 :7.

(i)    Finance income

 

(In millions of won)        
  2015   2014   2013   2017   2016   2015 

Financial Assets:

            

Financial assets at fair value through profit or loss

  1,927     8,713     5,177    223,976    4,157    1,927 

Available-for-sale financial assets

   31,220     32,227     23,311     30,598    484,300    31,220 

Loans and receivables

   64,749     57,685     62,211     111,677    86,256    64,749 

Derivative financial instruments designated as hedged item

        7,998     7,716  
  

 

   

 

   

 

   

 

   

 

   

 

 
   97,896     106,623     98,415  

Sub-total

   366,251    574,713    97,896 
  

 

   

 

   

 

   

 

   

 

   

 

 

Financial Liabilities:

            

Financial liabilities at fair value through profit or loss

   5,188                   121    5,188 

Financial liabilities measured at amortized cost

   816     19,714     14,977     310    216    816 
  

 

   

 

   

 

   

 

   

 

   

 

 

Sub-total

   310    337    6,004 
   6,004     19,714     14,977    

 

   

 

   

 

 
  

 

   

 

   

 

   366,561    575,050    103,900 
  103,900     126,337     113,392    

 

   

 

   

 

 
  

 

   

 

   

 

 

(ii)    Finance costs

 

(In millions of won)        
  2015   2014   2013   2017   2016   2015 

Financial Assets:

            

Financial assets at fair value through profit or loss

  4,188     1,361     276        2,791    4,188 

Available-for-sale financial assets

   24,386     27,227     83,967     86,445    8,174    24,386 

Loans and receivables

   15,861     18,182     16,479     37,040    15,810    15,861 

Derivative financial instruments designated as hedged item

   657     672     1,830  

Derivatives designated as hedging instruments

       637    657 
  

 

   

 

   

 

   

 

   

 

   

 

 
   45,092     47,442     102,552  

Sub-total

   123,485    27,412    45,092 
  

 

   

 

   

 

   

 

   

 

   

 

 

Financial Liabilities:

            

Financial liabilities at fair value through profit or loss

   526     10,370     134,232     678    4,018    526 

Financial liabilities measured at amortized cost

   304,482     328,861     334,419     299,422    295,400    304,482 

Derivatives designated as hedging instruments

   10,031         
  

 

   

 

   

 

 

Sub-total

   310,131    299,418    305,008 
  

 

   

 

   

 

   

 

   

 

   

 

 
   305,008     339,231     468,651    433,616    326,830    350,100 
  

 

   

 

   

 

   

 

   

 

   

 

 
  350,100     386,673     571,203  
  

 

   

 

   

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(iii)    Other comprehensive income (loss)

 

(In millions of won)                  
       2015           2014           2013             2017             2016           2015      

Financial Assets:

         

Available-for-sale financial assets

  (3,661  26,856    2,009    158,440    (223,981 (3,661

Derivative financial instruments designated as hedged item

   (3,248  (20,301  12,240  

Derivatives designated as hedging instruments

   1,554    (172 (3,248
  

 

   

 

  

 

 

Sub-total

   159,994    (224,153 (6,909
  

 

   

 

  

 

 

Financial Liabilities:

     

Derivatives designated as hedging instruments

   21,032    (13,046 1,977 
  

 

   

 

  

 

 

Sub-total

   21,032    (13,046 1,977 
  

 

  

 

  

 

   

 

   

 

  

 

 
   (6,909  6,555    14,249    181,026    (237,199 (4,932
  

 

  

 

  

 

   

 

   

 

  

 

 

Financial Liabilities:

    

Derivative financial instruments designated as hedged item

   1,977    (21,801  (1,018
  

 

  

 

  

 

 
   1,977    (21,801  (1,018
  

 

  

 

  

 

 
  (4,932  (15,246  13,231  
  

 

  

 

  

 

 

 

(5)Details of impairment losses for financial assets for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows :follows:

 

(In millions of won)                        
       2015             2014             2013        2017   2016   2015 

Available-for-sale financial assets(*)

  21,787     24,533     52,058    14,519    5,255    21,787 

Bad debt for accounts receivable — trade

   60,450     45,754     53,344  

Bad debt for accounts receivable — other

   15,323     17,943     22,167  

Accounts receivable — trade

   34,584    37,820    60,450 

Other receivables

   5,793    40,312    15,323 
  

 

   

 

   

 

   

 

   

 

   

 

 
  97,560     88,230     127,569    54,896    83,387    97,560 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

(*)This is included in other finance costs (See Note30-(1)).

 

31.Income Tax Expense for Continuing Operations

 

(1)Income tax expenses for continuing operations for the years ended December 31, 2015, 20142017, 2016 and 20132015 consist of the following:

 

(In millions of won)          
   2015  2014  2013 

Current tax expense

    

Current tax payable

  417,022    181,273    145,457  

Adjustments recognized in the period for current tax of prior periods

   (4,124  (19,938  (16,696
  

 

 

  

 

 

  

 

 

 
   412,898    161,335    128,761  
  

 

 

  

 

 

  

 

 

 

Deferred tax expense

    

Changes in net deferred tax assets

   102,305    276,049    266,601  

Tax directly charged to equity

   4,669    16,929    (3,584

Changes in scope of consolidation

   (575      8,919  

Others (exchange rate differences, etc.)

   183    195    100  
  

 

 

  

 

 

  

 

 

 
   106,582    293,173    272,036  
  

 

 

  

 

 

  

 

 

 

Income tax for continuing operation

  519,480    454,508    400,797  
  

 

 

  

 

 

  

 

 

 
(In millions of won)          
   2017  2016  2015 

Current tax expense

    

Current year

  424,773   473,543   417,022 

Current tax of prior years(*)

   (105,158  (11,925  (4,124
  

 

 

  

 

 

  

 

 

 
   319,615   461,618   412,898 
  

 

 

  

 

 

  

 

 

 

Deferred tax expense

    

Changes in net deferred tax assets

   426,039   (25,580  106,399 

Others (tax rate differences, etc.)

         183 
  

 

 

  

 

 

  

 

 

 

Income tax expense

  745,654   436,038   519,480 
  

 

 

  

 

 

  

 

 

 

(*)Current tax of prior years are mainly composed of the income tax refund due to a change in the interpretation of the tax authority in relation to the income tax previously recognized by the Group.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(2)The difference between income taxes computed using the statutory corporate income tax rates and the actualrecorded income tax expense from continuing operationstaxes for the years ended December 31, 2015, 20142017, 2016 and 20132015 is attributable to the following:

 

(In millions of won)                
  2015 2014 2013   2017 2016 2015 

Income taxes at statutory income tax rate

  492,096    544,964    441,697    823,124  506,804  492,096 

Non-taxable income

   (85,589  (32,277  (35,632   (40,080 (38,989 (85,589

Non-deductible expenses

   44,770    61,580    74,311     31,285  52,648  44,770 

Tax credit and tax reduction

   (25,756  (33,581  (37,893   (34,300 (29,484 (25,756

Changes in unrealizable deferred taxes

   83,623    (43,820  (13,285

Additional income tax payable (refund) for prior periods

   8,131    (44,459  (23,162

Deferred tax effect from statutory tax rate change for future periods

   2,205    2,101    (5,239

Changes in unrecognized deferred taxes

   31,857  (84,276 83,623 

Others (income tax refund, etc.)(*)

   (66,232 29,335  10,336 
  

 

  

 

  

 

   

 

  

 

  

 

 

Income tax for continuing operation

  519,480    454,508    400,797  

Income tax expense

  745,654  436,038  519,480 
  

 

  

 

  

 

   

 

  

 

  

 

 

(*)Based on the amendment to Korean Tax Law that was enacted in 2017, the income tax rate for taxable income in excess of ₩300,000 million is changed from 24.2% to 27.5%, which will be effective from January 1, 2018. The Group remeasured deferred tax assets and liabilities as a result of this rate change.

Tax rates applied for the above taxable income for the years ended December 31, 2017, 2016 and 2015 are corporate income tax rates applied to taxable income in the Republic of Korea, in which the Parent Company is located.

 

(3)Deferred taxes directly charged to (credited to)from) equity for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)          
   2015  2014  2013 

Net change in fair value of available-for-sale financial assets

  2,461    (4,089  (1,281

Share of other comprehensive income of associates

   (63  (72  1,673  

Gain or loss on valuation of derivatives

   (448  12,188    (3,265

Remeasurement of defined benefit liabilities

   2,719    8,902    (466

Loss on disposal of treasury stock

           (245
  

 

 

  

 

 

  

 

 

 
  4,669    16,929    (3,584
  

 

 

  

 

 

  

 

 

 
(In millions of won)           
   2017  2016   2015 

Valuation gain (loss) onavailable-for-sale financial assets

  (55,883  82,993    2,461 

Share of other comprehensive income (loss) of associates

   (260  2    (63

Valuation gain (loss) on derivatives

   (3,019  4,454    (448

Remeasurement of defined benefit liabilities

   1,618   3,174    2,719 
  

 

 

  

 

 

   

 

 

 
  (57,544  90,623    4,669 
  

 

 

  

 

 

   

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(4)Details of the changes in deferred tax assets (liabilities) for the years ended December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                            
  2015   2017 
  Beginning Changes in
scope of
consolidation
 Deferred tax
expense
(income)
 Directly added
to (deducted
from) equity
 Other   Ending   Beginning Deferred tax
expense
(income)
 Directly charged
to (credited
from) equity
 Others Ending 

Deferred tax assets (liabilities) related to temporary differences

        

Deferred tax assets (liabilities) related to temporary differences:

      

Allowance for doubtful accounts

  53,578        6,379             59,957    61,911  5,091        67,002 

Accrued interest income

   (2,450      (117           (2,567   (616 (1,851       (2,467

Available-for-sale financial assets

   (4,824      32,728    2,461         30,365     101,472  8,192  (55,883    53,781 

Investments in subsidiaries and associates

   (211,043      (144,167  (63       (355,273

Investments in subsidiaries, associates and joint ventures

   (476,098 (461,271 (260    (937,629

Property and equipment (depreciation)

   (372,332      44,760             (327,572   (253,323 17,980        (235,343

Provisions

   7,587        (5,102           2,485     7,448  (5,136       2,312 

Retirement benefit obligation

   27,361        (1,753  2,719         28,327     35,505  1,237  1,618     38,360 

Gain or loss on valuation of derivatives

   24,969            (448       24,521  

Valuation gain on derivatives

   28,975     (3,019    25,956 

Gain or loss on foreign currency translation

   19,324        193             19,517     19,369  2,562        21,931 

Tax free reserve for research and manpower development

   (7,162                   (7,162

Goodwill relevant to leased line

   4,433        (720           3,713  

Unearned revenue (activation fees)

   25,977        (23,912           2,065  

Reserve for research and manpower development

   (4,775 2,388        (2,387

Goodwill

   3,105  (938       2,167 

Others

   (15,682  (575  (7,708      183     (23,782   34,911  (29,248    (2,324 3,339 
  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

 
   (450,264  (575  (99,419  4,669    183     (545,406   (442,116 (460,994 (57,544 (2,324 (962,978
  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

 

Deferred tax assets related to unused tax loss carryforwards and unused tax credit carryforwards

        

Deferred tax assets related to unused tax loss carryforwards and tax credit carryforwards

      

Tax loss carryforwards

   31,712        (7,163           24,549     37,462  34,955        72,417 
  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

 
  (418,552  (575  (106,582  4,669    183     (520,857  (404,654 (426,039 (57,544 (2,324 (890,561
  

 

  

 

  

 

  

 

  

 

   

 

   

 

  

 

  

 

  

 

  

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)                
  2014   2016 
  Beginning Deferred tax
expense
(benefit)
 Directly added
to (deducted
from) equity
 Other Ending   Beginning Deferred tax
expense
(income)
 Directly charged
to (credited
from) equity
   Ending 

Deferred tax assets (liabilities) related to temporary differences

      

Deferred tax assets (liabilities) related to temporary differences:

      

Allowance for doubtful accounts

  56,427    (2,700      (149  53,578    59,957  1,954       61,911 

Accrued interest income

   (2,831  381            (2,450   (2,567 1,951       (616

Available-for-sale financial assets

   (589  (146  (4,089      (4,824   30,365  (11,886 82,993    101,472 

Investments in subsidiaries and associates

   (44,844  (165,663  (72  (464  (211,043

Investments in subsidiaries, associates and joint ventures

   (355,273 (120,827 2    (476,098

Property and equipment (depreciation)

   (333,633  (38,690      (9  (372,332   (327,572 74,249       (253,323

Provisions

   14,303    (6,699      (17  7,587     2,485  4,963       7,448 

Retirement benefit obligation

   16,089    2,390    8,902    (20  27,361     28,327  4,004  3,174    35,505 

Gain or loss on valuation of derivatives

   12,779    2    12,188        24,969  

Valuation gain on derivatives

   24,521     4,454    28,975 

Gain or loss on foreign currency translation

   19,572    (248          19,324     19,517  (148      19,369 

Tax free reserve for research and manpower development

   (40,011  32,849            (7,162

Goodwill relevant to leased line

   31,025    (26,592          4,433  

Reserve for research and manpower development

   (7,162 2,387       (4,775

Goodwill

   3,713  (608      3,105 

Unearned revenue (activation fees)

   53,412    (27,435          25,977     2,065  (2,065       

Others

   44,738    (61,274      854    (15,682   (23,782 58,693       34,911 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

 
   (173,563  (293,825  16,929    195    (450,264   (545,406 12,667  90,623    (442,116
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

 

Deferred tax assets related to unused tax loss carryforwards and unused tax credit carryforwards

      

Deferred tax assets related to unused tax loss carryforwards and tax credit carryforwards

      

Tax loss carryforwards

   31,060    652            31,712     24,549  12,913       37,462 
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

 
  (142,503  (293,173  16,929    195    (418,552  (520,857 25,580  90,623    (404,654
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

   

 

 

 

(5)Details of temporary differences, unused tax loss carryforwards and unused tax credits carryforwards which are not recognized as deferred tax assets(liabilities), as the Group does not believe it is probable that the deferred tax assets, will be realizable in the future, in the consolidated statements of financial position as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31, 2015   December 31, 2014   December 31, 2017   December 31, 2016 

Allowance for doubtful accounts

  182,266     155,634    88,521    165,935 

Investments in subsidiaries and associates

   281,719     422,033  

Investments in subsidiaries, associates and joint ventures

   168,268    228,025 

Other temporary differences

   285,845     314,188     425,653    320,260 

Unused tax loss carryforwards

   1,034,070     729,570     921,309    755,050 

Unused tax credit carryforwards

   2,271     2,438     4,092    1,211 
  

 

   

 

 
  1,786,171     1,623,863  
  

 

   

 

 

 

(6)The expirationsamount of unused tax loss carryforwards and unused tax credit carryforwards which are not recognized as deferred tax assets as of December 31, 20152017 are as follows:expiring within:

 

(In millions of won)                
  Unused tax loss carryforwards   Unused tax credit carryforwards   Unused tax loss carryforwards   Unused tax credit carryforwards 

Less than 1 year

  4,894     1,041        869 

1 ~ 2 years

        155     7,686    101 

2 ~ 3 years

        870     358,237    119 

More than 3 years

   1,029,176     205     555,386    3,003 
  

 

   

 

   

 

   

 

 
  1,034,070     2,271    921,309    4,092 
  

 

   

 

   

 

   

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

32.Earnings per Share

32. Earnings per Share

(1)     Basic earnings per share

 

1)Basic earnings per share for the years ended December 31, 2015, 20142017, 2016 and 20132015 are calculated as follows:

 

(In millions of won, shares)                    
  2015 2014 2013   2017   2016   2015 

Basic earnings per share attributable to owners of the Parent Company from continuing operation:

    

Profit attributable to owners of the Parent Company from continuing operations

  1,518,604    1,801,178    1,463,097  

Interest on hybrid bonds

   (16,840  (16,840  (8,420
  

 

  

 

  

 

 

Profit attributable to owners of the Parent Company from continuing operations on common shares

   1,501,764    1,784,338    1,454,677  

Weighted average number of common shares outstanding

   71,551,966    70,936,336    70,247,592  
  

 

  

 

  

 

 

Basic earnings per share from continuing operations (In won)

  20,988    25,154    20,708  
  

 

  

 

  

 

 

Basic earnings per share attributable to owners of the Parent Company:

          

Profit attributable to owners of the Parent Company

  1,518,604    1,801,178    1,638,964    2,599,829    1,675,967    1,518,604 

Interest on hybrid bond

   (16,840  (16,840  (8,420

Interest on hybrid bonds

   (16,840   (16,840   (16,840
  

 

  

 

  

 

   

 

   

 

   

 

 

Profit attributable to owners of the Parent Company on common shares

   1,501,764    1,784,338    1,630,544     2,582,989    1,659,127    1,501,764 

Weighted average number of common shares outstanding

   71,551,966    70,936,336    70,247,592     70,609,160    70,609,160    71,551,966 
  

 

  

 

  

 

   

 

   

 

   

 

 

Basic earnings per share (In won)

  20,988   ��25,154    23,211  

Basic earnings per share (in won)

  36,582    23,497    20,988 
  

 

  

 

  

 

   

 

   

 

   

 

 

 

2)Profit attributable to owners of the Parent Company from continuing operation for the years ended December 31, 2015, 2014 and 2013 are calculated as follows:

(In millions of won)            
   2015   2014   2013 

Profit attributable to owners of the Parent Company

  1,518,604     1,801,178     1,638,964  

Results of discontinued operation attributable to owners of the Parent Company

             (175,867
  

 

 

   

 

 

   

 

 

 

Profit attributable to owners of the Parent Company from continuing operation

  1,518,604     1,801,178     1,463,097  
  

 

 

   

 

 

   

 

 

 

3)The weighted average number of common shares outstanding for the years ended December 31, 2015, 20142017, 2016 and 20132015 are calculated as follows:

 

(In shares)          
   2015  2014  2013 

Outstanding common shares

   80,745,711    80,745,711    80,745,711  

Weighted number of treasury stocks

   (9,193,745  (9,809,375  (10,498,119
  

 

 

  

 

 

  

 

 

 

Weighted average number of common shares outstanding

   71,551,966    70,936,336    70,247,592  
  

 

 

  

 

 

  

 

 

 

(In shares)          
   2017  2016  2015 

Issued common shares at January 1

   80,745,711   80,745,711   80,745,711 

Effect of treasury shares

   (10,136,551  (10,136,551  (9,193,745
  

 

 

  

 

 

  

 

 

 

Weighted average number of common shares outstanding at December 31

   70,609,160   70,609,160   71,551,966 
  

 

 

  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(2)    Diluted earnings per share

For the years ended December 31, 20152017, 2016 and 2014, there were no potentially dilutive shares. The number of common shares outstanding in respect of the exchangeable common shares of exchangeable bonds is excluded from the2015, diluted earnings per share calculation for the year ended December 31, 2013 as the effect would have been anti-dilutive (diluted shares of 688,744). Therefore, diluted earnings per share for the years ended December 31, 2015, 2014 and 2013 are the same as basic earnings per share.share as there are no dilutive potential common shares.

 

(3)33.    DividendsBasic earnings per share from discontinued operation

(In millions of won, shares)         
  2015  2014  2013 

Results of discontinued operation attributable to owners of the Parent Company

         175,867  

Weighted average number of common shares outstanding

  71,551,966    70,936,336    70,247,592  
 

 

 

  

 

 

  

 

 

 

Basic earnings per share (In won)

         2,503  
 

 

 

  

 

 

  

 

 

 

Diluted earnings per share from discontinued operation is the same as basic loss per share from discontinued operation.

33.Dividends

(1)    Details of dividends declared

Details of dividend declared for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won, except for face value and share data) 

  Year  

  

Dividend type

  Number of
shares
outstanding
   Face value
(In won)
   Dividend
ratio
   Dividends 
2015  Cash dividends (Interim)   72,629,160     500     200%    72,629  
  Cash dividends (Year-end)   70,609,160     500     1800%     635,482  
          

 

 

 
          708,111  
          

 

 

 
2014  Cash dividends (Interim)   70,936,336     500     200%    70,937  
  Cash dividends (Year-end)   70,936,336     500     1,680%     595,865  
          

 

 

 
          666,802  
          

 

 

 
2013  Cash dividends (Interim)   70,508,482     500     200%    70,508  
  Cash dividends (Year-end)   70,936,336     500     1,680%     595,865  
          

 

 

 
          666,373  
          

 

 

 

(2)    Dividends payout ratio
(In millions of won, except for face value and share data) 
  Year    

Dividend type

  Number of
shares
outstanding
   Face value
(in won)
   Dividend
ratio
  Dividends 
2017  Cash dividends (Interim)   70,609,160    500    200 70,609 
  Cash dividends(Year-end)   70,609,160    500    1,800  635,482 
         

 

 

 
         706,091 
         

 

 

 
2016  Cash dividends (Interim)   70,609,160    500    200 70,609 
  Cash dividends(Year-end)   70,609,160    500    1,800  635,482 
         

 

 

 
         706,091 
         

 

 

 
2015  Cash dividends (Interim)   72,629,160    500    200 72,629 
  Cash dividends(Year-end)   70,609,160    500    1,800  635,482 
         

 

 

 
         708,111 
         

 

 

 

Dividends payout ratios for the years ended December 31, 2015, 2014 and 2013 are as follows:

(In millions of won) 

Year

  Dividends
calculated
   Profit   Dividends payout ratio 

2015

  708,111     1,518,604     46.63

2014

  666,802     1,801,178     37.02

2013

  666,373     1,638,964     40.66

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(3)(2)    Dividends yield ratio

Dividends yield ratios for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In won)(In won)(In won)

Year

  Dividend type  Dividend per share  Closing price at
settlement
  Dividend yield ratio  Dividend type  Dividend per share  Closing price at
year-end
  Dividend yield ratio

2017

  Cash dividends  10,000  267,000  3.75%

2016

  Cash dividends  10,000  224,000  4.46%

2015

  Cash dividend  10,000  215,500  4.64%  Cash dividends  10,000  215,500  4.64%

2014

  Cash dividend  9,400  268,000  3.51%

2013

  Cash dividend  9,400  230,000  4.09%

 

34.    CategoriesCategories of Financial Instruments

 

(1)Financial assets by categoriescategory as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)(In millions of won) (In millions of won) 
  December 31, 2015   December 31, 2017 
  Financial
assets at
fair value
through
profit or
loss
   Available-
for-sale
financial
assets
   Loans and
receivables
   Derivative
financial
instruments
designated
as hedged
item
   Total   Financial assets
at fair value
through profit
or loss
   Available-
for-sale

financial
assets
   Loans and
receivables
   Derivatives
hedging
instrument
   Total 

Cash and cash equivalents

            768,922          768,922            1,457,735        1,457,735 

Financial instruments

             701,713          701,713             618,002        618,002 

Short-term investment securities

        92,262               92,262     97,003    47,383            144,386 

Long-term investment securities

        1,207,226               1,207,226         887,007            887,007 

Accounts receivable — trade

             2,390,110          2,390,110             2,138,755        2,138,755 

Loans and other receivables(*)

             1,102,403          1,102,403             1,962,083        1,962,083 

Derivative financial assets

   6,277               160,122     166,399     231,311            21,902    253,213 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  6,277     1,299,488     4,963,148     160,122     6,429,035    328,314    934,390    6,176,575    21,902    7,461,181 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(In millions of won)(In millions of won) (In millions of won) 
  December 31, 2014   December 31, 2016 
  Financial
assets at
fair value
through
profit or
loss
   Available-
for-sale
financial
assets
   Loans and
receivables
   Derivative
financial
instruments
designated
as hedged
item
   Total   Financial assets
at fair value
through profit
or loss
   Available-
for-sale
financial
assets
   Loans and
receivables
   Derivatives
hedging
instrument
   Total 

Cash and cash equivalents

            834,429          834,429            1,505,242        1,505,242 

Financial instruments

             313,699          313,699             469,705        469,705 

Short-term investment securities

        280,161               280,161         107,364            107,364 

Long-term investment securities

   7,817     948,463               956,280         828,521            828,521 

Accounts receivable — trade

             2,460,686          2,460,686             2,261,311        2,261,311 

Loans and other receivables(*)

             1,123,507          1,123,507             1,701,249        1,701,249 

Derivative financial assets

   8,713               61,322     70,035     7,368            207,402    214,770 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  16,530     1,228,624     4,732,321     61,322     6,038,797    7,368    935,885    5,937,507    207,402    7,088,162 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(*)Details of loans and other receivables as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31,
2015
   December 31,
2014
   December 31,
2017
   December 31,
2016
 

Short-term loans

  53,895     74,512    62,830    58,979 

Accounts receivable — other

   673,739     690,527     1,260,835    1,121,444 

Accrued income

   10,753     10,134     3,979    2,780 

Other current assets

   1,861     3,866     3,927    3,937 

Long-term loans

   62,454     55,728     50,874    65,476 

Long-term accounts receivable — other

   2,420     3,596     287,048    149,669 

Guarantee deposits

   297,281     285,144     292,590    298,964 
  

 

   

 

   

 

   

 

 
  1,102,403     1,123,507    1,962,083    1,701,249 
  

 

   

 

   

 

   

 

 

 

(2)Financial liabilities by categoriescategory as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                                
  December 31, 2015   December 31, 2017 
  Financial
liabilities

at fair
value
through
profit or
loss
   Financial
liabilities
measured at
amortized
cost
   Derivative
financial
instruments
designated
as hedged
item
   Total   Financial
liabilities at fair
value through
profit or loss
   Financial
liabilities
measured at
amortized
cost
   Derivatives
hedging
instrument
   Total 

Accounts payable — trade

       279,782          279,782        351,711        351,711 

Derivative financial liabilities

             89,296     89,296             39,470    39,470 

Borrowings

        415,134          415,134         382,817        382,817 

Debentures(*1)

   155,704     6,952,949          7,108,653     60,278    7,025,909        7,086,187 

Accounts payable — other and others(*2)

        2,970,801          2,970,801         4,865,519        4,865,519 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  155,704     10,618,666     89,296     10,863,666    60,278    12,625,956    39,470    12,725,704 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(In millions of won)                                
  December 31, 2014   December 31, 2016 
  Financial
liabilities at
fair value
through
profit or
loss
   Financial
liabilities
measured at
amortized
cost
   Derivative
financial
instruments
designated
as hedged
item
   Total   Financial
liabilities at fair
value through
profit or loss
   Financial
liabilities
measured at
amortized
cost
   Derivatives
hedging
instrument
   Total 

Accounts payable — trade

       275,495          275,495        402,445        402,445 

Derivative financial liabilities

             130,889     130,889             87,153    87,153 

Borrowings

        537,562          537,562         175,521        175,521 

Debentures(*1)

   110,365     6,108,265          6,218,630     59,600    7,134,606        7,194,206 

Accounts payable — other and others(*2)

        3,241,615          3,241,615  

Accounts payable — other and others (*2)

       4,842,734        4,842,734 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  110,365     10,162,937     130,889     10,404,191    59,600    12,555,306    87,153    12,702,059 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

(*1)Bonds classified as financial liabilities at fair value through profit or loss as of December 31, 20152017 and 20142016 are structured bonds and they were designated as financial liabilities at fair value through profit or loss in order to settle the difference of theeliminate a measurement bases of accounting profit or loss betweeninconsistency with the related derivatives and bonds.derivatives.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(*2)Details of accounts payable other and other payablesothers as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)                
  December 31,
2015
   December 31,
2014
   December 31,
2017
   December 31,
2016
 

Accounts payable — other

  1,323,434     1,381,850    1,867,074    1,767,799 

Withholdings

   1,178     1,760     1,736    1,525 

Accrued expenses

   920,739     952,418     1,327,906    1,125,816 

Current portion of long-term payables — other

   120,211     193,193     302,703    301,773 

Long-term payables — other

   581,697     684,567     1,346,763    1,624,590 

Finance lease liabilities

        26  

Other non-current liabilities

   23,542     27,801     19,337    21,231 
  

 

   

 

   

 

   

 

 
  2,970,801     3,241,615    4,865,519    4,842,734 
  

 

   

 

   

 

   

 

 

 

35.Financial Risk Management

(1) Financial risk management

(1)Financial risk management

The Group is exposed to credit risk, liquidity risk and market risk. Market risk is the risk related to the changes in market prices, such as foreign exchange rates, interest rates and equity prices. The Group implements a risk management system to monitor and manage these specific risks.

The Group’s financial assets under financial risk management consist of cash and cash equivalents, financial instruments,available-for-sale financial assets, accounts receivable — trade and other receivables.other. Financial liabilities consist of accounts payable — trade and other, payables, borrowings, and debentures.

 

1)Market risk

(i)     Currency risk

The Group is exposedincurs exchange position due to revenue and expenses from its global operations. Major foreign currencies where the currency risk mainly on exchange fluctuations on recognized assetsoccur are USD, JPY and liabilities.EUR. The Group managesdetermines the currency risk by currency forward, etc. if needed to hedgemanagement policy after considering the nature of business and the presence of methods that mitigate the currency risk on business transactions.for each Group entities. Currency risk occurs on forecasted transactiontransactions and recognized assets and liabilities which are denominated in a currency other than the functional currency of the Group.each Group entity. The Group manages currency risk arising from business transactions by using currency forwards, etc.

Monetary foreign currency assets and liabilities denominated in foreign currencies as of December 31, 20152017 are as follows:

 

(In millions of won, thousands of U.S. dollars, thousands of Euros, thousands of Japanese Yen, thousands of other currencies) 
(In millions of won, thousands of foreign currencies)(In millions of won, thousands of foreign currencies) 
  Assets   Liabilities   Assets   Liabilities 
  Foreign
currencies
   Won
translation
   Foreign
currencies
   Won
translation
   Foreign
currencies
   Won
equivalent
   Foreign
currencies
   Won
equivalent
 

USD

   162,322    189,763     1,836,860    2,152,800     124,901   133,836    1,817,808   1,947,599 

EUR

   23,421     30,005     257     328     15,669    20,044    63    80 

JPY

   24,462     238     695     7     596,059    5,658    169,729    1,611 

AUD

             299,023     255,097  

CHF

             299,403     354,909  

Others

   4,995     1,148     291     121         530        195 
    

 

     

 

     

 

     

 

 
    221,154      2,763,262      160,068     1,949,485 
    

 

     

 

     

 

     

 

 

In addition, the Group has entered into cross currency swaps to hedge against currency risk related to foreign currency borrowings and debentures. (Refer to Note 23)22)

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

As of December 31, 2015, effects on2017, a hypothetical change in exchange rates by 10% would have increase (reduce) the Group’s income (loss) before income tax as a result of change in exchange rate by 10% are as follows:

 

(In millions of won)                
  If increased by 10%   If decreased by 10%   If increased by 10%   If decreased by 10% 

USD

  9,600     (9,600  5,590    (5,590

EUR

   2,934     (2,934   1,997    (1,997

JPY

   23     (23   405    (405

Others

   100     (100   34    (34
  

 

   

 

   

 

   

 

 
  12,657     (12,657  8,026    (8,026
  

 

   

 

   

 

   

 

 

(ii)    Equity price risk

The Group has equity securities which include listed andnon-listed equity securities for its liquidity management and operating purpose. As of December 31, 2015, 2017,available-for-sale equity instruments measured at fair value amount to ₩1,076,291₩734,487 million.

(iii)    Interest rate risk

The interest rate risk of the Group arises from borrowings and debenture. Since the Group’s interest bearing assets are mostly fixed-interest bearing assets, as such, the Group’s revenue and operating cash flowflows are not influenced by the changes in market interest rates. However, the Group still has interest rate risk arising from borrowings and debentures.

Accordingly, the Group performs various analysis of interest rate risk, which includes refinancing, renewal, alternative financing and hedging instrument option, to reduce interest rate risk and to optimize its financing. To minimize risks arising from changes in interest rates, the Group takes various measures such as refinancing, renewal, alternative financing and hedging.

The interest rate risk arises from the Group’s floating-rate borrowings and bonds agreements. As of December 31, 2015,2017, the floating-rate borrowings and bonds of the Group are ₩20,573₩228,300 million and ₩351,600₩321,420 million, respectively, and the Group has entered into interest rate swap agreements, as described in Note 23,22, for all floating-rate bondsborrowings and debentures to hedge the interest rate risk of floating-rate bonds. On the other hand, ifrisk.

If the interest rate increases (decreases) 1% with all other variables held constant, income before income taxes for the year ended December 31, 2015, fluctuates as much as ₩2062017, would change by ₩707 million duein relation to the interest expense on floating-rate borrowings that have not entered into anare exposed to interest rate swap agreement.risk.

 

2)Credit risk

The maximum credit exposure as of December 31, 2017 and 2016 are as follows:

(In millions of won)        
   2017   2016 

Cash and cash equivalents

  1,457,416    1,505,082 

Financial instruments

   618,002    469,705 

Available-for-sale financial assets

   19,928    6,755 

Accounts receivable — trade

   2,138,755    2,261,311 

Loans and other receivables

   1,962,083    1,701,249 

Derivative financial assets

   30,956    214,770 
  

 

 

   

 

 

 
  6,227,140    6,158,872 
  

 

 

   

 

 

 

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet his/her contractual obligations. The maximum credit exposure as of December 31, 2015 and 2014 are as follows:

(In millions of won)        
   December 31, 2015   December 31, 2014 

Cash and cash equivalents

  768,794     833,129  

Financial instruments

   701,713     313,699  

Available-for-sale financial assets

   3,430     15,498  

Accounts receivable — trade

   2,390,110     2,460,686  

Loans and receivables

   1,102,403     1,123,507  

Derivative financial assets

   166,399     70,035  

Financial assets at fair value through profit or loss

        7,817  
  

 

 

   

 

 

 
  5,132,849     4,824,371  
  

 

 

   

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

To manage credit risk, the Group evaluates the credit worthiness of each customer or counterparty considering the party’s financial information, its own trading records and other factors; basedfactors. Based on such information, the Group establishes credit limits for each customer or counterparty.

For the year ended December 31, 2015, theThe Group has noestablishes an allowance for doubtful account that represents its estimate of incurred losses in respect of trade and other receivables or loans whichreceivables. The main components of this allowance are a specific loss component that relates to individually significant exposures, and a collective loss component established for groups of similar assets in respect of losses that have indicationsbeen incurred but not yet identified. The collective loss allowance is determined based on historical data of significant impairment loss or are overduepayment statistics for a prolonged period. As a result, the Group believes that the possibility of default is remote.similar financial assets. Also, the Group’s credit risk can risearise due to transactions with financial institutions related to its cash and cash equivalents, financial instruments and derivatives. To minimize such risk, the Group has a policy to deal only with financial institutions with high credit worthy financial institutions.ratings. The amount of maximum exposure to credit risk of the Group is the carrying amount of financial assets as of December 31, 2015.

In addition, the aging of trade and other receivables that are overdue at the end of the reporting period but not impaired is stated in Note 7 and the analysis of financial assets that are individually determined to be impaired at the end of the reporting period is stated in Note 30.2017.

 

3)Liquidity risk

The Group’s approach to managing liquidity is to ensure that it will always maintain sufficient cash and cash equivalents balances and have enough liquidity through various committed credit lines. The Group maintains flexibly enough liquidity underwithin credit lines through active operating activities.

Contractual maturities of financial liabilities as of December 31, 20152017 are as follows:

 

(In millions of won)(In millions of won) (In millions of won) 
  Carrying
amount
   Contractual
cash flows
   Less than
1 year
   1 - 5 years   More than
5 years
   Carrying
amount
   Contractual
cash flows
   Less than
1 year
   1 - 5 years   More than
5 years
 

Accounts payable — trade

  279,782     279,782     279,782              351,711    351,711    351,711         

Borrowings(*1)

   415,134     428,012     298,118     109,200     20,694     382,817    397,776    177,910    219,866     

Debentures(*1)

   7,108,653     8,514,028     897,895     4,516,896     3,099,237     7,086,187    8,230,952    1,682,206    3,675,178    2,873,568 

Accounts payable — other and others(*2)

   2,970,801     3,030,356     2,330,565     578,643     121,148     4,865,519    5,030,105    3,519,489    1,093,611    417,005 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  10,774,370     12,252,178     3,806,360     5,204,739     3,241,079    12,686,234    14,010,544    5,731,316    4,988,655    3,290,573 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

The Group does not expect that the cash flows included in the maturity analysis could occur significantly earlier or at different amounts.

 

 

(*1)Includes estimated interest to be paid and excludes discounts on borrowings and debentures.payables.

 

(*2)Excludes discounts onThe Group provides with USD 12,240,000 of payment guarantees for Celcom Planet, one of the joint ventures of the Group, in relation to its borrowings. The contractual cash flows for accounts payable-otherpayable — other and others.others include the maximum amount that the Group is required to pay in connection with the guarantees.

As of December 31, 2015,2017, periods in which cash flows from cash flow hedge derivatives are expected to be incurredoccur are as follows:

 

(In millions of won)(In millions of won) (In millions of won) 
  Carrying
amount
 Contractual
cash flows
 Less than
1 year
 1 -5 years More than
5 years
   Carrying
amount
 Contractual
cash flows
 Less than
1 year
 1 - 5 years More than
5 years
 

Assets

  160,122    171,808    1,894    138,980    30,934    21,902  17,118  7,446  28,075  (18,403

Liabilities

   (89,296  (92,498  (4,882  (87,616       (39,470 (40,220 (28,960 (11,260   
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 
  70,826    79,310    (2,988  51,364    30,934    (17,568)  (23,102)  (21,514 16,815  (18,403
  

 

  

 

  

 

  

 

  

 

   

 

  

 

  

 

  

 

  

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(2)Capital management

The Group manages its capital to ensure that it will be able to continue as a business while maximizing the return to shareholders through the optimization of its debt and equity balance.structure. The overall strategy of the Group is the same as that of the groupGroup as of and for the year ended December 31, 2014.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

2016.

The Group monitors its debt-equity ratio as a capital management indicator. This ratio is calculated as total liabilities divided by total equity whichequity; both are extracted from the consolidated financial statements.

Debt-equity ratio as of December 31, 20152017 and 20142016 are as follows:

 

(In millions of won)       
   December 31,
2015
  December 31,
2014
 

Liabilities

  13,207,291    12,692,963  

Equity

   15,374,096    15,248,270  
  

 

 

  

 

 

 

Debt-equity ratio

   85.91  83.24
  

 

 

  

 

 

 
(In millions of won)       
   December 31,
2017
  December 31,
2016
 

Total liabilities

  15,399,474   15,181,233 

Total equity

   18,029,195   16,116,430 

Debt-equity ratios

   85.41  94.20

(3)     Fair value

(3)Fair value

 

1)Fair value and carrying amount of financial assets and liabilities including fair value hierarchy as of December 31, 20152017 are as follows:

 

(In millions of won)    
   Carrying
amount
   Level 1   Level 2   Level 3   Total 

Financial assets that can be measured at fair value

          

Financial assets at fair value through profit or loss

  6,277          6,277          6,277  

Derivative financial assets

   160,122          160,122          160,122  

Available-for-sale financial assets

   1,076,291     897,958     47,262     131,071     1,076,291  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  1,242,690     897,958     213,661     131,071     1,242,690  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial assets that cannot be measured at fair value

          

Cash and cash equivalents(*1)

  768,922                      

Available-for-sale financial assets(*1,2)

   223,197                      

Accounts receivable — trade and others(*1)

   3,492,513                      

Financial instruments(*1)

   701,713                      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  5,186,345                      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities that can be measured at fair value

          

Financial liabilities at fair value through profit or loss

  155,704          155,704          155,704  

Derivative financial liabilities

   89,296          89,296          89,296  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  245,000          245,000          245,000  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities that cannot be measured at fair value

          

Accounts payable — trade(*1)

  279,782                      

Borrowings

   415,134          416,702          416,702  

Debentures

   6,952,949          7,411,909          7,411,909  

Accounts payable — other and others(*1)

   2,970,801                      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  10,618,666          7,828,611          7,828,611  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
(In millions of won)   
  December 31, 2017 
  Carrying
amount
  Level 1  Level 2  Level 3  Total 

Financial assets that are measured at fair value

     

Financial assets at fair value through profit or loss

 328,314      106,057   222,257   328,314 

Derivative financial assets

  21,902      21,902      21,902 

Available-for-sale financial assets

  734,487   589,202   47,383   97,902   734,487 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 1,084,703   589,202   175,342   320,159   1,084,703 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities that are measured at fair value

     

Financial liabilities at fair value through profit or loss

 60,278      60,278      60,278 

Derivative financial liabilities

  39,470      39,470      39,470 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 99,748      99,748      99,748 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities that are not measured at fair value

     

Borrowings

 382,817      383,748      383,748 

Debentures

  7,025,909      7,325,370      7,325,370 

Long-term payables — other

  1,649,466      1,766,451      1,766,451 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 9,058,192      9,475,569      9,475,569 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 2013

2015

 

2)Fair value and carrying amount of financial assets and liabilities including fair value hierarchy as of December 31, 20142016 are as follows:

 

(In millions of won)   
  Carrying
amount
  Level 1  Level 2  Level 3  Total 

Financial assets that can be measured at fair value

     

Financial assets at fair value through profit or loss

 16,530        8,713    7,817    16,530  

Derivative financial assets

  61,322        61,322        61,322  

Available-for-sale financial assets

  846,614    657,286    47,002    142,326    846,614  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 924,466    657,286    117,037    150,143    924,466  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial assets that cannot be measured at fair value

     

Cash and cash equivalents(*1)

 834,429                  

Available-for-sale financial assets(*1,2)

  382,010                  

Accounts receivable — trade and others(*1)

  3,584,193                  

Financial instruments(*1)

  313,699                  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 5,114,331                  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities that can be measured at fair value

     

Financial liabilities at fair value through profit or loss

 110,365        110,365        110,365  

Derivative financial liabilities

  130,889        130,889        130,889  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 241,254        241,254        241,254  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial liabilities that cannot be measured at fair value

     

Accounts payable — trade(*1)

 275,495                  

Borrowings

  537,562        549,083        549,083  

Debentures

  6,108,265        6,514,832        6,514,832  

Accounts payable — other and others(*1)

  3,241,615                  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 10,162,937        7,063,915        7,063,915  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
(In millions of won) 
   December 31, 2016 
   Carrying
amount
   Level 1   Level 2   Level 3   Total 

Financial assets that are measured at fair value:

          

Financial assets at fair value through profit or loss

  7,368        7,368        7,368 

Derivative financial assets

   207,402        207,402        207,402 

Available-for-sale financial assets

   741,285    526,363    107,364    107,558    741,285 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  956,055    526,363    322,134    107,558    956,055 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities that are measured at fair value:

          

Financial liabilities at fair value through profit or loss

  59,600        59,600        59,600 

Derivative financial liabilities

   87,153        87,153        87,153 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  146,753        146,753        146,753 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Financial liabilities that are not measured at fair value:

          

Borrowings

  175,521        177,600        177,600 

Debentures

   7,134,606        7,568,361        7,568,361 

Long-term payables — other

   1,926,363        2,103,788        2,103,788 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  9,236,490        9,849,749        9,849,749 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The above information does not include fair values of financial assets and liabilities of which fair values have not been measured as carrying amounts are reasonable approximation of fair values.

Available-for-sale financial assets amounting to ₩199,903 million and ₩194,600 million as of December 31, 2017 and December 31, 2016, respectively, are measured at cost in accordance with IAS 39 since they are equity instruments which do not have quoted price in an active market for the identical instruments and for which fair value cannot be reliably measured using other valuation methods.

(*1)Does not include fair values of financial assets and liabilities of which fair values have not been measured as carrying amounts are a reasonable approximation of fair value.

(*2)Equity instruments which do not have quoted price in an active market for the identical instruments (inputs for level 1) are measured at cost in accordance with IAS 39 as such equity instruments cannot be reliably measured using other methods.

Fair value of the financial instruments that are traded in an active market (available-for-sale(available-for-sale financial assets, financial liabilities at fair value through profit or loss, etc.) is measured based on the bid price at the end of the reporting date.

The Group uses various valuation methods for valuationdetermination of fair value of financial instruments that are not traded in an active market. Fair value ofavailable-for-sale securities is determined using the market approach methods and financial assets through profit or loss are measured using the option pricing model. In addition, derivative financial contracts and long-term liabilities are measured using the discounted present value methods. Inputs used to such valuation methods include swap rate, interest rate, and risk premium, and the Group performs valuation using the inputs which are consistent with natures of assets and liabilities being evaluated.measured.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

Fair values of accounts receivable — trade, and accounts payable — trade are considered to be carrying amount less impairment and fair value of financial liabilities for the disclosure purpose is estimated by discounting contractual future cash flows using the current market interest rate used for the similar financial instruments by the Group.

Interest rates used by the Group for the fair value measurement as of December 31, 20152017 are as follows:

 

   Interest rate

Derivative instruments

  1.921.54% ~ 2.37%2.67%

Borrowings and debentures

  2.122.48% ~ 3.34%2.55%

Long-term payables — other

2.23% ~ 2.60%

 

3)There have been no transfers from Level 2 to Level 1 in 20152017 and changes of financial assets classified as Level 3 for the year ended December 31, 20152017 are as follows:

 

(In millions of won)                      (In millions of won) 
  Balance at
Jan. 1
   Acquisition   Loss for
the period
 Other
comprehensive
loss
 Disposal Others   Balance at
Dec.31
   Balance at
beginning
   Valuation   Transfer   Other compre-
hensive loss
 Disposal Balance at
ending
 

Financial assets at fair value through profit or loss(*)

      222,257             222,257 

Available-for-sale financial assets

  142,326     3,103     (449  (2,379  (30,359  18,829     131,071     107,558        3,938    (8,942 (4,652 97,902 

(*)The Group holds redeemable convertible preferred shares issued by Bluehole INC. The conversion rights attached to the investments are bifurcated from the host contract as embedded derivatives and the Group recognized ₩222,257 million as financial assets at FVTPL and gain on valuation of derivatives, respectively, as of and during the year ended December 31, 2017. The host contract was recognized asavailable-for-sale financial assets of ₩15,342 million measured by discounting the amount of collection at maturity including the principal, guaranteed interests, and dividend. The fair value of the conversion rights were measured using the binomial option pricing model by considering inputs such as expected volatility, exercise price, and common share price.

The major inputs used and their correlations with the fair value measurements are as follows.

Significantnon-observable inputs

Correlations between inputs

and fair value measurements

Value of common shares

If the value of common share increases (decreases), Fair value will increase (decrease)

Exercise price

If the exercise price increases (decreases), Fair value will decrease (increase)

Discount rate

If the discount rate increases (decreases), Fair value will decrease (increase)

Volatility

If the share price volatility increases (decreases), Fair value will increase (decrease)

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(4)Enforceable master netting agreement or similar agreement

Carrying amount of financial instruments recognized of which offset agreements are applicable as of December 31, 20152017 and 2016 are as follows:

 

(In millions of won)                      
   Gross financial
instruments
recognized
   Gross offset
financial
instruments
recognized
  Net financial
instruments
presented on the
statements of
financial position
   Relevant amount not offset
on the statements of
financial position
   Net
amount
 
       Financial
instruments
  Cash
collaterals
received
   

Financial assets:

          

Derivatives(*)

  55,673         55,673     (55,673         

Accounts receivable — trade and others

   129,527     (113,003  16,524              16,524  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
  185,200     (113,003  72,197     (55,673       16,524  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Financial liabilities:

          

Derivatives(*)

  89,734         89,734     (55,673       34,061  

Accounts payable — other and others

   113,003     (113,003                  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 
  202,737     (113,003  89,734     (55,673       34,061  
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(In millions of won)  2017 
   Gross
financial
instruments
recognized
   Amount
offset
  Net financial
instruments
presented on the
statements of
financial position
   Relevant amount not
offset on the statements
of financial position
  Net
amount
 
       Financial instruments  

Financial assets:

        

Derivatives(*)

  26,645       26,645    (19,875  6,770 

Accounts receivable — trade and others

   93,146    (92,409  737       737 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 
  119,791    (92,409  27,382    (19,875  7,507 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

Financial liabilities:

        

Derivatives(*)

  19,875       19,875    (19,875   

Accounts payable — other and others

   92,409    (92,409          
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 
  112,284    (92,409  19,875    (19,875   
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

 

 

Carrying amount of financial instruments recognized of which offset agreements are applicable as of December 31, 2014 are as follows:

(In millions of won)                      2016 
  Gross financial
instruments
recognized
   Gross offset
financial
instruments
recognized
  Net financial
instruments
presented on the
statements of
financial position
   Relevant amount not offset
on the statements of
financial position
   Net
amount
   Gross
financial
instruments
recognized
   Amount
offset
  Net financial
instruments
presented on the
statements of
financial position
   Relevant amount not
offset on the statements
of financial position
 Net
amount
 
     Financial
instruments
 Cash
collaterals
received
         Financial instruments 

Financial assets:

                  

Derivatives(*)

  48,057         48,057     (45,892       2,165    87,566      87,566    (87,153 413 

Accounts receivable — trade and others

   128,794     (117,568  11,226              11,226     114,135    (103,852 10,283      10,283 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

 
  176,851     (117,568  59,283     (45,892       13,391    201,701    (103,852 97,849    (87,153 10,696 
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

 

Financial liabilities:

                  

Derivatives(*)

  45,892         45,892     (45,892           87,153      87,153    (87,153   

Accounts payable — others

   117,568     (117,568                  

Accounts payable — other and others

   103,852    (103,852          
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

 
  163,460     (117,568  45,892     (45,892           191,005    (103,852 87,153    (87,153   
  

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

   

 

  

 

 

 

 

(*)The Group entered into derivative contracts which include enforceable master netting arrangement in accordance with International Swap and Derivatives Association (ISDA). Generally, all contracts made with the identical currencies are settled from one party to another by combining one net amount. In this case, all contracts are liquidated and paid off at net amount by evaluating liquidation value if credit events such as bankruptcy occur.

ISDA agreements

ISDAagreements do not allow the Group to exercise rights ofset-off unless credit events such as bankruptcy occur. Therefore, assets and liabilities recognized in accordance with the agreements cannot be offset as the Group does not have enforceable rights ofset-off.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

36.Transactions with Related Parties and Others

(1) List of related parties

 

Relationship

  

Company

Ultimate Controlling Entity

  SK Holdings Co., Ltd.

Joint ventureventures

  Dogus Planet, Inc. and 3 others

Associates

  SK hynix Inc. and 5240 others
Affiliates

Others

  The Ultimate Controlling Entity’s subsidiaries and associates, etc.

(2) Compensation for the key management

The Parent Company considers registered directors who have substantial role and responsibility in planning, operating,operations, and controllingrelevant controls of the business as key management. The compensation given to such key management for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)            
  2015   2014   2013   2017   2016   2015 

Salaries

  1,971     2,600     2,263    2,169    1,645    1,971 

Provision for retirement benefits

   626     907     1,012  

Defined benefits plan expenses

   258    424    626 

Share option

   414         
  

 

   

 

   

 

   

 

   

 

   

 

 
  2,597     3,507     3,275    2,841    2,069    2,597 
  

 

   

 

   

 

   

 

   

 

   

 

 

Compensation for the key management includes salaries,non-monetary salaries, and retirement benefits made in relation to the pension plan and compensation expenses related to share options granted.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

Compensation for the key management includes salaries, non-monetary salaries and contributions made in relation to the pension plan.

(3) Transactions with related parties for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                                
   2015      2017 

Scope

  

Company

 Operating
revenue and
others
 Operating
expense and
others
 Acquisition of
property and
equipment
 Loans Loans
collection
   

Company

  Operating
revenue and
others
   Operating
expense and
others
   Acquisition of
property and
equipment
   Collection
of loans
 

Ultimate Controlling Entity

  

SK Holdings Co., Ltd.

(formerly, SK C&C Co., Ltd.)(*1)

  ₩20,260    324,078    236,414            

SK Holdings Co., Ltd.(*1)

  25,049    600,600    283,556     
  SK Holdings Co., Ltd. (formerly, SK Holdings Co., Ltd.)(*2,3)  1,299    212,378    117          
   

 

  

 

  

 

  

 

  

 

 
    21,559    536,456    236,531          
   

 

  

 

  

 

  

 

  

 

 

Associates

  

F&U Credit information Co., Ltd.

  2,510    43,967                

F&U Credit information Co., Ltd.

   3,431    52,150    153     
  

HappyNarae Co., Ltd.

  297    6,886    13,495            HappyNarae Co., Ltd.   3,025    29,276    68,472     
  

SK hynix Inc.(*4)

  55,949    2,384                SK hynix Inc(*2)   123,873    251         
  

SK Wyverns Baseball Club., Ltd.

  3,849    18,544            204    KEB HanaCard Co., Ltd.   17,873    15,045         
  

KEB HanaCard Co., Ltd.

  21,414    16,057                Others(*3)   10,720    33,389    940    204 
  

Xian Tianlong Science and Technology Co., Ltd.

              8,287          

 

   

 

   

 

   

 

 
  

Others(*5)

  6,397    11,917    1,864    690           158,922    130,111    69,565    204 
   

 

  

 

  

 

  

 

  

 

     

 

   

 

   

 

   

 

 

Others

  

SK Engineering & Construction Co., Ltd.

   5,865    1,077         
    90,416    99,755    15,359    8,977    204    

SK Networks Co., Ltd.

   21,694    1,220,251    671     
   

 

  

 

  

 

  

 

  

 

   

SK Networks Services Co., Ltd.

   510    96,949    6,346     

Other

  

SK Engineering & Construction Co., Ltd.

  15,598    27,243    240,701          
  SK Telesys Co., Ltd.   417    51,394    152,659     
  SK TNS Co., Ltd.   137    37,051    494,621     
  SK Energy Co., Ltd.   8,505    779         
  SK Gas Co., Ltd.   2,727    4         
  

SK Networks Co., Ltd.

  11,923    1,257,975    2            SK Innovation Co., Ltd.   7,639    950         
  

SK Networks Services Co., Ltd.

  10,491    94,097    6,472            SK Shipping Co., Ltd.   3,183    35         
  

SK Telesys Co., Ltd.

  397    48,900    141,870            

Ko-one energy service Co., Ltd

   5,164    44         
  

SK Energy Co., Ltd.

  9,930    978                SK infosec Co., Ltd.   1,185    52,634    15,648     
  

SK Gas Co., Ltd.

  3,561    2                

SKC INFRA SERVICE Co., Ltd.

   19    46,900    47,163     
  

Others

  29,409    71,314    194,945            Others   18,233    28,209    17     
   

 

  

 

  

 

  

 

  

 

     

 

   

 

   

 

   

 

 
    81,309    1,500,509    583,990               75,278    1,536,277    717,125     
   

 

  

 

  

 

  

 

  

 

     

 

   

 

   

 

   

 

 

Total

    ₩193,284    2,136,720    835,880    8,977    204      259,249    2,266,988    1,070,246    204 
   

 

  

 

  

 

  

 

  

 

     

 

   

 

   

 

   

 

 

(*1)Operating expense and others include ₩203,635 million of dividends paid by the Parent Company.

(*2)Operating revenue and others include ₩87,660 million of dividends received from SK Hynix Inc. which was deducted from the investment in associates.

(*3)Operating revenue and others include ₩6,597 million of dividends received from the Korea IT Fund and others.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(In millions of won)     2016 

Scope

  

Company

  Operating
revenue and
others
   Operating
expense
and others
   Acquisition of
property and
equipment
   Loans   Collection
of loans
 

Ultimate Controlling Entity

  

SK Holdings Co., Ltd.(*1)

  23,104    652,855    235,502         

Associates

  

F&U Credit information Co., Ltd.

   2,865    47,905             
  HappyNarae Co., Ltd.   304    15,506    38,984         
  SK hynix Inc.(*2)   100,861    306             
  

KEB HanaCard Co., Ltd.

   19,730    14,804             
  Others(*3)   8,018    21,853    1,573    1,100    3,194 
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     131,778    100,374    40,557    1,100    3,194 
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Others

  

SK Engineering & Construction Co., Ltd.

   5,916    1,739    10,694         
  SK Networks Co., Ltd.   13,756    1,131,567             
  

SK Networks Services Co., Ltd.

   1,248    94,906    6,793         
  SK Telesys Co., Ltd.   419    52,488    142,605         
  SK TNS Co., Ltd.   109    48,192    387,496         
  SK Energy Co., Ltd.   7,670    834             
  SK Gas Co., Ltd.   2,500    4             
  SK Innovation Co., Ltd.   9,757    915    1,080         
  SK Shipping Co., Ltd.   5,435                 
  

Ko-one energy service Co., Ltd

   6,005    46             
  SK infosec Co., Ltd.   230    53,068    19,882         
  

SKC INFRA SERVICE Co., Ltd.

   43    30,663    32,141         
  Others   13,437    17,626    246         
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     66,525    1,432,048    600,937         
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

    221,407    2,185,277    876,996    1,100    3,194 
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

(*1)Operating expense and others include ₩203,635 million of dividends paid by the Parent Company.

(*2)Operating revenue and others include ₩73,050 million of dividends paid by the associate which was deducted from the investment in associates.

(*3)Operating revenue and others include ₩6,082 million of dividends received from the Korea IT Fund.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

(In millions of won)                  
     2015 

Scope

  

Company

 Operating
revenue and

others
  Operating
expense and
others
  Acquisition of
property and
equipment
  Loans  Collection
of loans
 

Ultimate Controlling Entity

  

SK Holdings Co., Ltd. (formerly, SK C&C Co., Ltd.)(*1)

 20,260   324,078   236,414       
  

SK Holdings Co., Ltd. (formerly, SK Holdings Co., Ltd.)(*2,3)

  1,299   212,378   117       
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
    21,559   536,456   236,531       
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Associates

  

F&U Credit information Co., Ltd.

  2,510   43,967          
  HappyNarae Co., Ltd.  297   6,886   13,495       
  SK hynix Inc.(*4)  55,949   2,384          
  

SK Wyverns Baseball Club., Ltd.

  3,849   18,544         204 
  

KEB HanaCard Co., Ltd.

  21,414   16,057          
  

Xian Tianlong Science and Technology Co., Ltd.

           8,287    
  Others(*5)  6,397   11,917   1,864   690    
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
    90,416   99,755   15,359   8,977   204 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other

  

SK Engineering & Construction Co., Ltd.

  15,598   27,243   240,701       
  SK Networks Co., Ltd.  11,923   1,257,975   2       
  

SK Networks Services Co., Ltd.

  10,491   94,097   6,472       
  SK Telesys Co., Ltd.  397   48,900   141,870       
  SK Energy Co., Ltd.  9,930   978          
  SK Gas Co., Ltd.  3,561   2          
  Others  29,409   71,314   194,945       
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
    81,309   1,500,509   583,990       
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   193,284   2,136,720   835,880   8,977   204 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

 

(*1)On August 1, 2015, SK C&C Co., Ltd., the Ultimate Controlling Entity’s investor using equity method, merged SK Holdings Co., Ltd., the ultimate controlling entity of the Parent Company merged with SK Holdings Co., Ltd., its equity method investee, and changed its name to SK Holdings Co., Ltd.

 

(*2)These relates to transactions occurred untilbefore July 31, 2015, before the date of merger with SK C&C Co., Ltd.

 

(*3)Operating expense and others include ₩191,416 million of dividends paid by the Parent Company.

 

(*4)Operating revenue and others include ₩43,830 million of dividends paid by SK hynix Inc. and was deducted from the investment in associates.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

(*5)Operating revenue and others include ₩2,103 million and ₩457 million of dividends paid by Korea IT Fund and UniSK, respectively, and was deducted from the investmentinvestments in associates.

(4)Account balances with related parties as of December 31, 2017 and 2016 are as follows:

(In millions of won)    
     December 31, 2017 
     Accounts receivable   Accounts payable 

Scope

  

Company

 Loans   Accounts
receivable-trade
and others
   Accounts
payable-other
and others
 

Ultimate Controlling Entity

  

SK Holdings Co., Ltd.

     2,068    148,066 

Associates

  

HappyNarae Co., Ltd.

      15    6,865 
  

F&U Credit information Co., Ltd.

      21    1,612 
  

SK hynix Inc.

      2,803    94 
  

Wave City Development Co., Ltd.

      38,412     
  

Daehan Kanggun BcN Co., Ltd.(*)

  22,147         
  

KEB HanaCard Co., Ltd.

      1,427    11,099 
  

S.M. Culture & Contents Co., Ltd.

      448    8,963 
  

Xian Tianlong Science and Technology Co., Ltd.

  7,032         
  

Others

  611    2,272    1,164 
   

 

 

   

 

 

   

 

 

 
    29,790    45,398    29,797 
   

 

 

   

 

 

   

 

 

 

Other

  

SK Engineering & Construction Co., Ltd.

      2,033    69 
  

SK Networks. Co., Ltd.

      3,050    267,297 
  

SK Networks Services Co., Ltd.

      15    9,522 
  

SK Telesys Co., Ltd.

      36    58,346 
  

SK TNS Co., Ltd.

      3    140,311 
  

SK Innovation Co., Ltd.

      4,112    599 
  

SK Energy Co., Ltd.

      2,965    582 
  

SK Gas Co., Ltd.

      1,941    9 
  

Others

      2,998    27,318 
   

 

 

   

 

 

   

 

 

 
        17,153    504,053 
   

 

 

   

 

 

   

 

 

 

Total

   29,790    64,619    681,916 
   

 

 

   

 

 

   

 

 

 

(*)The Parent Company has recognized allowances for doubtful accounts on the entire balance of loans to Daehan Kanggun BcN Co., Ltd as of December 31, 2017.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(In millions of won)                  
      2014 

Scope

  

Company

 Operating
revenue and
others
  Operating
expense and
others
  Acquisition of
property and
equipment
  Loans  Loans
collection
 

Ultimate Controlling Entity

  

SK Holding Co., Ltd.(*1)

 530    226,772              

Associates

  

F&U Credit information Co., Ltd.

  2,395    45,417              
  

HappyNarae Co., Ltd.

  253    6,492    10,418          
  

SK hynix Inc.

  12,964    3,391              
  

SK USA, Inc.

      2,153              
  

SK Wyverns Baseball

Club., Ltd.

  901    22,402            204  
  

KEB HanaCard Co., Ltd.(*2)

  39,828    5,416              
  

Others

  5,852    15,150        45      
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
    62,193    100,421    10,418    45    204  
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Other

  

SK Engineering & Construction Co., Ltd.

  3,385    42,964    460,783          
  

SK C&C Co., Ltd.

  18,309    360,842    168,778          
  

SK Networks Co., Ltd.

  16,230    1,509,017    5,388          
  

SK Networks Services Co., Ltd.

  13,017    106,273    2,583          
  

SK Telesys Co., Ltd.

  494    64,038    205,538          
  

SK Energy Co., Ltd.

  22,650    944              
  

SK Gas Co., Ltd.

  10,115                  
  

Others

  25,537    38,868    12,628          
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
    109,737    2,122,946    855,698          
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

   172,460    2,450,139    866,116    45    204  
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(*1)Operating expense and others include ₩191,416 million of dividends paid by the Parent Company.

(*2)During the year ended December 31, 2014, due to merger between Hana SK Card Co., Ltd., the Parent Company’s associate and KEB Card Co., Ltd., the Group returned 57,647,058 shares of Hana SK Card Co., Ltd., and received 67,627,587 shares of the merged company, KEB HanaCard Co., Ltd. (See Note 13-(1)).

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(In millions of won)                            
     December 31, 2016 
   2013      Accounts receivable   Accounts payable 

Scope

  

Company

 Operating
revenue and
others
 Operating
expense and
others
 Acquisition of
property and
equipment
 Loans Loans
collection
   

Company

  Loans   Accounts
receivable-trade
and others
   Accounts
payable-other
and others
 

Ultimate Controlling Entity

  

SK Holding Co., Ltd.(*)

 1,912    226,023                

SK Holdings Co., Ltd.

      3,519    149,574 

Associates

  

F&U Credit information Co., Ltd.

  1,753    43,931                

HappyNarae Co., Ltd.

       18    21,063 
  

F&U Credit information Co., Ltd.

       34    1,328 
  

HappyNarae Co., Ltd.

  281    6,217    10,542            

SK hynix Inc.

       22,379    92 
  

SK hynix Inc.

  3,178    1,160                

Wave City Development Co., Ltd.

       38,412     
  

SK USA, Inc.

      2,086                

Daehan Kanggun BcN Co., Ltd.(*)

   22,147         
  

SK Wyverns Baseball Club., Ltd.

  363                204    

KEB HanaCard Co., Ltd.

       1,619    7,676 
  

HanaSK Card Co., Ltd.

  11,129    14,342                

Xian Tianlong Science and Technology Co., Ltd.

   8,287         
  

Others

  3,171    3,734    125    1,200        

Others

   813    4,191    945 
   

 

  

 

  

 

  

 

  

 

     

 

   

 

   

 

 
    19,875    71,470    10,667    1,200    204       31,247    66,653    31,104 
   

 

  

 

  

 

  

 

  

 

     

 

   

 

   

 

 

Other

  

SK Engineering & Construction Co., Ltd.

  5,564    37,978    484,006            

SK Engineering & Construction Co., Ltd.

       1,808    4,975 
  

SK C&C Co., Ltd.

  4,041    357,945    206,298            

SK Networks. Co., Ltd.

       3,254    247,728 
  

SK Networks Co., Ltd.

  51,996    1,463,341    6,241            

SK Networks Services Co., Ltd.

       13    13,913 
  

SK Networks Services Co., Ltd.

  6,165    108,972    3,057            

SK Telesys Co., Ltd.

       20    24,918 
  

SK Telesys Co., Ltd.

  1,554    99,381    234,319            

SK TNS Co., Ltd.

       3    68,276 
  

SK Energy Co., Ltd.

  20,831    2,422                

SK Innovation Co., Ltd.

       1,350    892 
  

SK Gas Co., Ltd.

  6,656                    

SK Energy Co., Ltd.

       1,213    113 
  

Others

  30,905    43,759    11,724            

SK Gas Co., Ltd.

       1,769    9 
   

 

  

 

  

 

  

 

  

 

   

Others

       2,783    30,209 
    127,712    2,113,798    945,645              

 

   

 

   

 

 
   

 

  

 

  

 

  

 

  

 

          12,213    391,033 
    

 

   

 

   

 

 

Total

   149,499    2,411,291    956,312    1,200    204      31,247    82,385    571,711 
   

 

  

 

  

 

  

 

  

 

     

 

   

 

   

 

 

 

 

(*)Operating expense and others include ₩191,416 millionThe Parent Company has recognized allowances for doubtful accounts on the entire balance of dividends paid by the Parent Company.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(4)Account balancesloans to Daehan Kanggun BcN Co., Ltd. as of December 31, 2015 and 2014 are as follows:2016.

(In millions of won)    
      2015 
      Accounts receivable   Accounts payable 

Scope

  

Company

  Loans   Accounts
receivable-trade,
and others
   Accounts
payable-other,
and others
 

Ultimate Controlling Entity

  SK Holdings Co., Ltd. (formerly, SK C&C Co., Ltd.) (*)       1,836     160,133  

Associates

  HappyNarae Co., Ltd.        12     6,162  
  

F&U Credit information Co., Ltd.

        66     934  
  SK hynix Inc.        4,360     155  
  

SK Wyverns Baseball Club Co., Ltd.

   1,017     4,502       
  

Wave City Development Co., Ltd.

   1,890     38,412       
  

Daehan Kanggun BcN Co., Ltd.

   22,148            
  KEB HanaCard Co., Ltd.        1,771     9,042  
  

Xian Tianlong Science and Technology Co., Ltd.

   8,287            
  Others        299     964  
    

 

 

   

 

 

   

 

 

 
     33,342     49,422     17,257  
    

 

 

   

 

 

   

 

 

 

Other

  

SK Engineering & Construction Co., Ltd.

        1,005     14,877  
  SK Networks. Co., Ltd.        1,569     208,291  
  

SK Networks Services Co., Ltd.

             9,414  
  

SK Telesys Co., Ltd.

        140     37,491  
  SK Innovation Co., Ltd.        2,159     1,424  
  SK Energy Co., Ltd.        1,681     173  
  SK Gas Co., Ltd.        1,830     9  
  Others        2,886     58,088  
    

 

 

   

 

 

   

 

 

 
          11,270     329,767  
    

 

 

   

 

 

   

 

 

 

Total

    33,342     62,528     507,157  
    

 

 

   

 

 

   

 

 

 

(*)On August 1, 2015, SK C&C Co., Ltd., the Ultimate Controlling Entity’s investor using equity method, merged SK Holdings Co., Ltd., the ultimate controlling entity of the Parent Company, and changed its name to SK Holdings Co., Ltd.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

(In millions of won)               
       2014 
      Accounts receivable   Accounts payable 

Scope

  

Company

  Loans   Accounts
receivable-trade,
and others
   Accounts
payable-trade,
and others
 

Ultimate Controlling Entity

  

SK Holding Co., Ltd.

       90       

Associates

  

HappyNarae Co., Ltd.

        13     2,650  
  

F&U Credit information Co., Ltd.

        148     797  
  

SK hynix Inc.

        2,800     2,840  
  

SK Wyverns Baseball Club Co., Ltd.

   1,221            
  

Wave City Development Co., Ltd.

   1,200     38,412       
  

Daehan Kanggun BcN Co., Ltd.

   22,148    ��       
  

KEB HanaCard Co., Ltd.

        1,998     59  
  

Others

        543     1,285  
    

 

 

   

 

 

   

 

 

 
     24,569     43,914     7,631  
    

 

 

   

 

 

   

 

 

 

Other

  

SK Engineering & Construction Co., Ltd.

        897     27,282  
  

SK C&C Co., Ltd.

        1,393     121,145  
  

SK Networks. Co., Ltd.

        2,608     238,351  
  

SK Networks Services Co., Ltd.

        16     2,922  
  

SK Telesys Co., Ltd.

        321     3,037  
  

SK Innovation Co., Ltd.

        1,641     271  
  

SK Energy Co., Ltd.

        4,781     79  
  

SK Gas Co., Ltd.

        2,143     47  
  

Others

        2,813     9,342  
    

 

 

   

 

 

   

 

 

 
          16,613     402,476  
    

 

 

   

 

 

   

 

 

 

Total

    24,569     60,617     410,107  
    

 

 

   

 

 

   

 

 

 

 

(5)As of December 31, 2015, there are no collateral or guarantee provided by the Group to related parties nor by related parties to the Group.

(6)M&ServiceSK m&service Co., Ltd., a subsidiary of the Parent Company, has entered into a performance agreement with SK Energy Co., Ltd. and providesprovided a blank note to SK Energy Co., Ltd., with regard to this transaction.

 

(7)During the year ended December 31, 2014, the Group acquired convertible bonds with a face value of ₩6,000 million from Health Connect Co., Ltd. at the face value. During the year ended December 31, 2015, the Parent Company exercised the conversion right for the convertible bonds of Health Connect Co., Ltd. As a result of this transaction, investments in associates have increased by ₩5,900 million.

(8)(6)As of December 31, 20152017, the Parent Company has established a rightGroup provides with USD 12,240,000 of pledge on its capital investmentpayment guarantees for Entrix Co., Ltd., a subsidiarythe borrowings of the Parent Company, amounting to ₩10,000 million.Celcom Planet, the joint ventures of the Group.

 

(9)(7)There were additional investments in associates and joint ventures during the yearyears ended December 31, 2015. (See2017 and 2016 as presented in Note 13)12.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

37.Commitments and Legal Claims and LitigationsContingencies

(1) Collateral assets and commitments

SK Broadband Co., Ltd., a subsidiary of the Parent Company, has pledged its properties as collateral for leases on buildings in the amount of ₩10,193₩4,144 million as of December 31, 2015.2017.

SK Broadband Co., Ltd., a subsidiary of the Parent Company, has guaranteed for employees’ borrowings relating to employee stock ownership program and provided short-term financial instruments amounting to ₩1,219₩300 million as collateral as of December 31, 2015.2017.

(2) Legal claims and litigations

As of December 31, 2017 the Group is involved in various legal claims and litigation. Provision recognized in relation to these claims and litigation is immaterial. ForIn connection with those legal claims and litigation for which no provision was recognized, management does not believe the Group has a present obligation, for these matters, nor is it expected any of these claims or litigation will have a significant impact on the Group’s financial position or operating results in the event an outflow of resources is ultimately necessary.

(3) Guarantee providedAccounts receivables from sale of handsets

PS&Marketing Corporation, a subsidiaryThe sales agents of the Parent Company obtained ₩3,000 million of payment guarantees from Shinhan Bank, in relationsell handsets to handsets purchased from the Apple Computer Korea Ltd.

38.    Discontinued Operations

(1) Discontinued operations

Parent Company’s subscribers on an installment basis. During the year ended December 31, 2013, SK Planet Co., Ltd., a subsidiary of2017, the Parent Company sold 52.6%entered into a comprehensive agreement to purchase the accounts receivables from handset sales with agents and to transfer the accounts receivables from handset sales to special purpose companies which were established with the purpose of its ownership interests (13,294,369 shares) in Loen Entertainment, Inc.,liquidating receivables, respectively.

The accounts receivables from sale of handsets amounting to Star Invest Holdings Limited. Consideration for the sale amounted to ₩265,887 million. Loen Entertainment was a subsidiary of SK Planet Co., Ltd. and is engaged in the release of music discs as its primary business, The Group’s ownership interests after the disposition is 15.0% and Loen Entertainment, Inc. was excluded from the Group’s consolidated financial statements₩1,111,614 million as of December 31, 2017, which the date of the sale. The results of operations of Loen Entertainment, Inc. priorParent Company purchased according to the date of disposal of the Group’s controlling interest is presentedrelevant comprehensive agreement are recognized as a discontinued operation.accounts receivable — other and long-term accounts receivable — other.

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 2013

(2) Results of discontinued operations

Results of discontinued operations included in the consolidated statements of income for the year ended December 31, 2013 is as follows.2015

 

38.
(In millions of won)
2013

Results of discontinued operations:

Operating revenue and other income

167,448

Operating expense

(140,203

Operating income generated by discontinued operations

27,245

Finance income and costs

1,773

Gain related to investments in associates, net

1,000

Gain on disposal relating to discontinued operations

214,352

Income tax expense

(61,125

Profit generated by discontinued operations

183,245

Attributable to :

Owners of the Parent Company

175,867

Non-controlling interests

7,378

(3) Cash flows from discontinued operations

Cash flows from discontinued operations for the year ended December 31, 2013 is as follows:

(In millions of won)2013

Cash flow from discontinued operations:

Net cash provided by operating activities

40,884

Net cash provided by investing activities

179,490

Net cash used in financing activities

(4,780

215,594

(4)Changes in financial condition relating to discontinued operations due to the disposal of ownership interests in Loen Entertainment, Inc. at the date of disposal is as follows:

(In millions of won)
Date of disposal

Cash and cash equivalents

55,527

Long-term and short-term financial instruments

42,404

Accounts receivable — trade

49,700

Property and equipment, and intangible assets

26,334

Other assets

39,526

Accounts payable — trade

(33,154

Defined benefit liabilities

(737

Other liabilities

(87,022

Decrease in net assets

92,578

Consideration received for disposal

264,245

Cash and cash equivalents disposed

(55,527

Net cash inflow

208,718

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 2014 and 2013

39.Statements of Cash Flows

 

(1)Adjustments for income and expenses from operating activities for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                
  2015 2014 2013   2017 2016 2015 

Interest income

  (45,884  (60,006  (67,359  (76,045 (54,353 (45,884

Dividend

   (16,102  (13,048  (10,197   (12,416 (19,161 (16,102

Gain on foreign currency translation

   (5,090  (6,277  (4,401   (7,110 (5,085 (5,090

Gain on disposal of long-term investment securities

   (10,786  (13,994  (9,300   (4,890 (459,349 (10,786

Gain on valuation of derivatives

   (1,927  (8,713       (223,943 (4,132 (1,927

Gain on settlement of derivatives

       (7,998  (7,716

Gain related to investments in subsidiaries and associates, net

   (786,140  (906,338  (921,861

Gain on disposal of property, equipment and intangible assets

   (7,140  (8,792  (7,991

Gain on valuation of financial assets at fair value through profit or loss

           (5,177

Gain relating to financial liabilities at fair value through profit or loss

   (5,188        

Reversal of allowance for doubtful accounts

           (359

Gain relating to investments in associates and joint ventures, net

   (2,245,732 (544,501 (786,140

Gain on sale of accounts receivable — trade

   (18,548 (18,638   

Gain on disposal of property and equipment and intangible assets

   (13,991 (6,908 (7,140

Gain relating to financial assets at fair value through profit or loss

   (33 (25   

Gain related to financial liabilities at fair value through profit or loss

     (121 (5,188

Reversal of impairment loss onavailable-for-sale financial assets

   (9,900      

Other income

   (7,577  (608  (3,951   (1,129 (2,123 (7,577

Interest expenses

   297,662    323,910    331,834     299,100  290,454  297,662 

Loss on foreign currency translation

   4,750    5,079    2,634     8,419  3,991  4,750 

Loss on disposal of long-term investment securities

   2,599    2,694    31,909     36,024  2,919  2,599 

Other finance costs

   21,787    24,533    52,058     14,519  5,255  21,787 

Loss on valuation of derivatives

       10    2,106  

Loss on sale of accounts receivable — trade

   9,682       

Loss on settlement of derivatives

   4,845    672         10,031  3,428  4,845 

Income tax expense

   519,480    454,508    461,922     745,654  436,038  519,480 

Expense related to defined benefit plan

   110,021    112,717    92,840     127,696  118,143  110,021 

Share option

   414       

Depreciation and amortization

   2,993,486    2,891,870    2,829,784     3,247,519  3,068,558  2,993,486 

Bad debt expenses

   60,450    45,754    57,163  

Bad debt expense

   34,584  37,820  60,450 

Loss on disposal of property and equipment and intangible assets

   21,392    32,950    267,702     60,086  63,797  21,392 

Impairment loss on property and equipment and intangible assets

   35,845    47,489    14,399     54,946  24,506  35,845 

Loss relating to financial assets at fair value through profit or loss

       1,352      

Loss relating to financial liabilities at fair value through profit or loss

   526    10,370    134,232     678  4,018  526 

Bad debt for accounts receivable — other

   15,323    17,943    22,167     5,793  40,312  15,323 

Impairment loss on other investment securities

   42,966    22,749    6,136  

Loss on impairment of investment assets

   9,003  24,033  42,966 

Other expenses

   4,845    10,169    6,802     46,353  30,685  4,845 
  

 

  

 

  

 

   

 

  

 

  

 

 
  3,250,143    2,978,995    3,275,376    2,096,764  3,039,561  3,250,143 
  

 

  

 

  

 

   

 

  

 

  

 

 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

(2)Changes in assets and liabilities from operating activities for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                
  2015 2014 2013   2017 2016 2015 

Accounts receivable — trade

  7,554    (168,839  (267,754  46,144  88,549  7,554 

Accounts receivable — other

   (11,108  (52,137  (41,243   (159,960 (446,286 (11,108

Accrued income

   116    14    (502   14  445  116 

Advance payments

   (35,906  (62,873  (26,064   (1,269 47,615  (35,906

Prepaid expenses

   (40,464  (36,808  (1,583   (28,362 (30,311 (40,464

V.A.T. refund receivable

   1,385    7,200    (5,442

Value-Added Tax refundable

   (3,080 (4,587 1,385 

Inventories

   (7,814  (171  (39,610   (17,958 798  (7,814

Long-term accounts receivables — other

       80      

Long-term accounts receivable — other

   (137,979 (147,117   

Guarantee deposits

   (11,238  (12,699  59,431     14,696  4,844  (11,238

Accounts payable — trade

   12,442    (37,790  (4,708   (26,151 75,585  12,442 

Accounts payable — other

   (107,114  (296,875  (131,142   134,542  316,464  (107,114

Advanced receipts

   6,421    20,701    (2,916   (13,470 37,429  6,421 

Withholdings

   (191,209  306,515    22,025     (13,041 107,516  (191,209

Deposits received

   (9,661  (4,395  (1,745   (4,916 (2,153 (9,661

Accrued expenses

   (28,845  (79,831  98,081     116,065  173,072  (28,845

V.A.T. payable

   3,494    2,711    (3,901

Value-Added Tax payable

   7,505  (4,072 3,494 

Unearned revenue

   (115,187  (140,295  (188,589   (339 (36,209 (115,187

Provisions

   (30,562  (38,469  (226,644   (20,488 20,235  (30,562

Long-term provisions

   (4,447  29,532    (72,398   (2,449 4,115  (4,447

Plan assets

   (67,831  (96,847  (61,856   (95,828 (125,440 (67,831

Retirement benefit payment

   (58,513  (46,531  (42,948   (60,883 (55,350 (58,513

Others

   2,753    474    (30,362   5,739  (11,378 2,753 
  

 

  

 

  

 

   

 

  

 

  

 

 
  (685,734  (707,333  (969,870   ₩(261,468)  13,764  (685,734
  

 

  

 

  

 

   

 

  

 

  

 

 

 

(3)Significantnon-cash transactions for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)           
   2015   2014  2013 

Transfer of construction in progress to property and equipment, and intangible assets

  2,002,231     2,238,620    2,320,528  

Transfer of other property and equipment and others to construction in progress

   730,469     1,090,954    1,188,826  

Increase(decrease) of accounts payable — other related to acquisition of property and equipment and intangible assets

   39,973     (184,614  350,735  

Return of the existing 1.8GHz frequency use rights

            614,600  
(In millions of won)            
   2017   2016   2015 

Increase of accounts payable — other related to acquisition of property and equipment and intangible assets

  44,214    1,511,913    39,973 

SK TELECOM CO., LTD. and Subsidiaries

Notes to the Consolidated Financial Statements — (Continued)

For the years ended December 31, 2017, 2016 and 2015

 

40.(4)Reconciliation of liabilities arising from financing activities for the year ended December 31, 2017 is as follows:

(In millions of won)     
   January 1,
2017
  Cash
flows
  Non-cash transactions   December 31,
2017
 
    Exchange rate
changes
  Fair value
changes
  Other
changes
   

Total liabilities from financing
activities

 

Short-term borrowings

  2,614   127,386             130,000 

Long-term borrowings

   172,906   87,299   (7,898     510    252,817 

Debentures

   7,194,207   130,558   (245,456     6,878    7,086,187 

Long-term payables — other

   1,918,024   (305,476        28,533    1,641,081 

Derivative financial liabilities

   87,153   (105,269  13,281   39,267   5,038    39,470 

Derivative financial assets

   (214,770  188   922   (40,235  682    (253,213
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
  9,160,134   (65,314  (239,151  (968  41,641    8,896,342 

Other cash flows from financing
activities

 

Payments of cash dividends

     (706,091     

Payments of interest on hybrid bond

    (16,840     

Transactions withnon-controlling interests

 

  (38,373     
 

 

 

      
    (761,304     
   

 

 

      

Total

     (826,618     
   

 

 

      

39.Cash Dividends paid to the Parent Company

Cash dividends paid toreceived from the Parent Companyconsolidated subsidiaries and associates for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

(In millions of won)                        
  2015   2014   2013   2017   2016   2015 

Cash dividends received from consolidated subsidiaries

            13,657        15,693     

Cash dividends received from associates

   46,390     939          89,063    79,132    46,390 
  

 

   

 

   

 

   

 

   

 

   

 

 
   ₩46,390     939     13,657    89,063    94,825    46,390 
  

 

   

 

   

 

   

 

   

 

   

 

 

Report of Independent Registered Public Accounting Firm

The Board of Directors and Shareholders

SK hynix, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of SK hynix, Inc. and subsidiaries (the “Group”) as of December 31, 20152017 and 2014, and2016, the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the years in thethree-year period ended December 31, 2015. These2017 and the related notes (collectively, the consolidated financial statements are the responsibility of SK hynix, Inc.’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States)statements). 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, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of SK hynix, Inc. and subsidiariesthe Group as of December 31, 20152017 and 20142016, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2015,2017, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Basis for Opinion

These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error of fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG Samjong Accounting Corp.

We have served as the Group’s auditor since 2012.

Seoul, Korea

April 27, 20162018

SK HYNIX, INC. and Subsidiaries

Consolidated Statements of Financial Position

As of December 31, 20152017 and 20142016

 

   Note   2015   2014 
       (In millions of won) 

Assets

      

Current assets

      

Cash and cash equivalents

   5,6    1,175,719     436,761  

Short-term financial instruments

   5,6,7     3,615,554     3,618,014  

Trade receivables, net

   5,6,8,32     2,628,448     3,732,926  

Loans and other receivables, net

   5,6,8,32     61,613     691,529  

Inventories, net

   9     1,923,376     1,497,563  

Current tax assets

     1,394     1,629  

Assets held for sale

   10          27,661  

Other current assets

   11     353,926     357,431  
    

 

 

   

 

 

 
     9,760,030     10,363,514  
    

 

 

   

 

 

 

Non-current assets

      

Equity-accounted investees

   12     122,609     97,090  

Available-for-sale financial assets

   5,6,13     131,354     127,314  

Loans and other receivables, net

   5,6,8,32     62,919     58,989  

Other financial assets

   5,6,7     430     323  

Property, plant and equipment, net

   14,21,33     16,966,252     14,090,334  

Intangible assets, net

   15,29     1,704,896     1,336,680  

Investment property, net

   14,16     2,679     28,456  

Deferred tax assets

   21,30     361,204     272,102  

Other non-current assets

   11     565,533     508,476  
    

 

 

   

 

 

 
     19,917,876     16,519,764  
    

 

 

   

 

 

 

Total assets

    29,677,906     26,883,278  
    

 

 

   

 

 

 

   Note   2017   2016 
       (In millions of won) 

Assets

      

Current assets

      

Cash and cash equivalents

   5,6   2,949,991    613,786 

Short-term financial instruments

   5,6,7    5,604,663    3,521,893 

Trade receivables, net

   5,6,8,31    5,552,795    3,251,652 

Loans and other receivables, net

   5,6,8,31    37,613    25,611 

Inventories, net

   9    2,640,439    2,026,198 

Current tax assets

   29    1,305    489 

Other current assets

   10    523,638    399,353 
    

 

 

   

 

 

 
     17,310,444    9,838,982 
    

 

 

   

 

 

 

Non-current assets

      

Investments in associates and joint ventures

   11    359,864    131,016 

Available-for-sale financial assets

   5,6,12    43,226    147,779 

Loans and other receivables, net

   5,6,8,31    42,410    39,490 

Other financial assets

   5,6,7    273    423 

Property, plant and equipment, net

   13,32    24,062,601    18,777,402 

Intangible assets, net

   14,28    2,247,290    1,915,591 

Investment property, net

   13,15    2,468    2,573 

Deferred tax assets

   20,29    599,783    792,368 

Employee benefit assets

   19    13,385    —   

Othernon-current assets

   10    736,720    570,402 
    

 

 

   

 

 

 
     28,108,020    22,377,044 
    

 

 

   

 

 

 

Total assets

    45,418,464    32,216,026 
    

 

 

   

 

 

 

 

See accompanying notes to the consolidated financial statements.

SK HYNIX, INC. and Subsidiaries

Consolidated Statements of Financial Position,  continued

As of December 31, 20152017 and 20142016

 

  Note   2015 2014   Note   2017 2016 
      (In millions of won)   (In millions of won) 

Liabilities

          

Current liabilities

          

Trade payables

   5,6    791,373    787,822     5,6   758,578  696,144 

Other payables

   5,6,32     1,337,803    1,358,816     5,6,31    2,724,547  1,606,417 

Other non-trade payables

   5,6     1,001,171    1,182,956     5,6    1,340,225  685,154 

Borrowings

   5,6,17,32     1,013,372    1,755,020     5,6,16,31    773,780  704,860 

Other financial liabilities

   5,6,22         30     5,6,21      288 

Provisions

   19,33     25,276    25,932     18,32    81,351  42,822 

Current tax liabilities

     627,260    583,529     29    2,385,876  374,666 

Other current liabilities

   18     44,443    71,199     17    51,776  50,498 
    

 

  

 

     

 

  

 

 
     4,840,698    5,765,304       8,116,133  4,160,849 
    

 

  

 

     

 

  

 

 

Non-current liabilities

          

Other non-trade payables

   5,6     89,891    132,947     5,6    3,412  27,426 

Borrowings

   5,6,17,32     2,805,223    2,419,739     5,6,16,31    3,397,490  3,631,118 

Other financial liabilities

   5,6,22     683    708  

Defined benefit liabilities, net

   20     484,977    465,350     19    6,096  306,488 

Deferred tax liabilities

   21     7,582    3,463     20    5,554  4,732 

Other non-current liabilities

   18     61,149    59,464     17    68,860  61,883 
    

 

  

 

     

 

  

 

 
     3,449,505    3,081,671       3,481,412  4,031,647 
    

 

  

 

     

 

  

 

 

Total liabilities

     8,290,203    8,846,975       11,597,545  8,192,496 
    

 

  

 

     

 

  

 

 

Equity

          

Equity attributable to owners of the Parent Company

          

Capital stock

   1,23     3,657,652    3,657,652     1,22    3,657,652  3,657,652 

Capital surplus

   23     4,143,736    4,143,736     22    4,143,736  4,143,736 

Other equity

   23     (771,913  (24   22    (771,100 (771,913

Accumulated other comprehensive loss

   24     (1,600  (41,815   23    (502,264 (79,103

Retained earnings

   25     14,358,988    10,276,904     24    27,287,256  17,066,583 
    

 

  

 

     

 

  

 

 

Total equity attributable to owners of the Parent Company

     21,386,863    18,036,453       33,815,280  24,016,955 

Non-controlling interests

     840    (150     5,639  6,575 
    

 

  

 

     

 

  

 

 

Total equity

     21,387,703    18,036,303       33,820,919  24,023,530 
    

 

  

 

     

 

  

 

 

Total liabilities and equity

    29,677,906    26,883,278      45,418,464  32,216,026 
    

 

  

 

     

 

  

 

 

 

See accompanying notes to the consolidated financial statements.

SK HYNIX, INC. and Subsidiaries

Consolidated Statements of Comprehensive Income

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

 
  Note   2015 2014 2013   Note   2017 2016 2015 
      (In millions of won, except per
share information)
       (In millions of won, except per
share information)
 

Revenue

   4,32    18,797,998    17,125,566    14,165,102     4,31   30,109,434  17,197,975  18,797,998 

Cost of sales

   27,32     10,515,353    9,461,725    8,864,587     26,31    12,701,843  10,787,139  10,515,353 
    

 

  

 

  

 

     

 

  

 

  

 

 

Gross profit

     8,282,645    7,663,841    5,300,515       17,407,591  6,410,836  8,282,645 

Selling and administrative expense

   26,27     (2,946,545  (2,554,375  (1,920,730   25,26    (3,686,265 (3,134,090 (2,946,545

Finance income

   28     846,752    678,570    560,570     27    996,468  814,892  846,752 

Finance expenses

   28     (829,913  (799,771  (747,329   27    (1,249,617 (846,328 (829,913

Share of profit of equity-accounted investees

   12     24,642    23,145    19,256     11    12,367  22,752  24,642 

Other income

   29     40,479    618,684    368,513     28    77,882  52,371  40,479 

Other expenses

   29     (148,939  (582,424  (505,870   28    (118,860 (103,979 (148,939
    

 

  

 

  

 

     

 

  

 

  

 

 

Profit before income tax

     5,269,121    5,047,670    3,074,925       13,439,566  3,216,454  5,269,121 

Income tax expense

   30     945,526    852,501    202,068     29    2,797,347  255,971  945,526 
    

 

  

 

  

 

     

 

  

 

  

 

 

Profit for the year

     4,323,595    4,195,169    2,872,857       10,642,219  2,960,483  4,323,595 

Other comprehensive income (loss)

            

Item that will never be reclassified to profit or loss:

            

Remeasurements of defined benefit liability, net of tax

   20     (21,871  (119,874  15,587     19    2,762  106,822  (21,871

Items that are or may be reclassified to profit or loss:

            

Available-for-sale financial assets — unrealized net change in fair value, net of tax

   13,24         (7,824  (655

Foreign operations — foreign currency translation differences, net of tax

   24     33,479    71,631    8,419  

Equity-accounted investees — share of other comprehensive income (loss), net of tax

   12,24     6,487    3,706    (1,226

Foreign operations – foreign currency translation differences, net of tax

   23    (387,683 (82,066 33,479 

Loss on valuation ofavailable-for-sale financial assets, net of tax

   12,29    (10,735      

Equity-accounted investees – share of other comprehensive income, net of tax

   11,23    (26,386 4,088  6,487 
    

 

  

 

  

 

     

 

  

 

  

 

 

Other comprehensive income (loss) for the year, net of tax

     18,095    (52,361  22,125       (422,042 28,844  18,095 
    

 

  

 

  

 

     

 

  

 

  

 

 

Total comprehensive income for the year

    4,341,690    4,142,808    2,894,982      10,220,177  2,989,327  4,341,690 
    

 

  

 

  

 

     

 

  

 

  

 

 

Profit (loss) attributable to:

      

Profit attributable to:

      

Owners of the Parent Company

    4,322,356    4,195,456    2,872,470      10,641,512  2,953,774  4,322,356 

Non-controlling interests

     1,239    (287  387       707  6,709  1,239 

Total comprehensive income attributable to:

      

Total comprehensive income (loss) attributable to:

      

Owners of the Parent Company

     4,340,700    4,142,574    2,894,652       10,221,113  2,982,703  4,340,700 

Non-controlling interests

     990    234    330       (936 6,624  990 

Earnings per share

         30     

Basic and diluted earnings per share (in won)

   31     6,002    5,842    4,045  

Basic earnings per share (in won)

     15,073  4,184  6,002 

Diluted earnings per share (in won)

     15,072  4,184  6,002 

See accompanying notes to the consolidated financial statements.

SK HYNIX, INC. and Subsidiaries

Consolidated Statements of Changes in Equity

For the year ended December 31, 20132015

 

  Attributable to owners of the Parent Company         Attributable to owners of the Parent Company Non-controlling
interests
  Total equity 
  Capital stock   Capital
surplus
   Other
components
of equity
   Accumulated
other
comprehensive
income (loss)
 Retained
earnings
   Total   Non-
controlling
interests
 Total equity   Capital stock   Capital
surplus
   Other
components
of equity
 Accumulated
other
comprehensive
income (loss)
 Retained
earnings
 Total 
  (In millions of won)   (In millions of won) 

Balance at January 1, 2013

  3,488,419     3,053,874          (115,402  3,313,265     9,740,156     (714  9,739,442  

Balance at January 1, 2015

  3,657,652    4,143,736    (24 (41,815 10,276,904  18,036,453  (150 18,036,303 

Total comprehensive income

                         

Profit for the year

                      2,872,470     2,872,470     387    2,872,857                  4,322,356  4,322,356  1,239  4,323,595 

Other comprehensive income (loss)

                  6,595    15,587     22,182     (57  22,125               40,215  (21,871 18,344  (249 18,095 
  

 

   

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

                  6,595    2,888,057     2,894,652     330    2,894,982               40,215  4,300,485  4,340,700  990  4,341,690 
  

 

   

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Transactions with owners of the Parent Company

                         

Exercise of conversion rights

   80,226     352,209                   432,435         432,435  

Dividends paid

                (218,401 (218,401    (218,401

Acquisition of treasury shares

           (771,889       (771,889    (771,889
  

 

   

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total transactions with owners of the Parent Company

   80,226     352,209                   432,435         432,435             (771,889    (218,401 (990,290    (990,290
  

 

   

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2013

  3,568,645     3,406,083          (108,807  6,201,322     13,067,243     (384  13,066,859  

Balance at December 31, 2015

  3,657,652    4,143,736    (771,913 (1,600 14,358,988  21,386,863  840  21,387,703 
  

 

   

 

   

 

   

 

  

 

   

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

See accompanying notes to the consolidated financial statements.

SK HYNIX, INC. and Subsidiaries

Consolidated Statements of Changes in Equity,  continued

For the years ended December 31, 20152017 and 20142016

 

  Attributable to owners of the Parent Company      Attributable to owners of the Parent Company     
  Capital stock   Capital
surplus
   Other
components
of equity
 Accumulated
other
comprehensive
income (loss)
 Retained
earnings
 Total Non-
controlling
interests
 Total equity  Capital
stock
 Capital
surplus
 Other
components
of equity
 Accumulated
other
comprehensive
income (loss)
 Retained
earnings
 Total Non-
controlling
interests
 Total
equity
 
  (In millions of won)  (In millions of won)     

Balance at January 1, 2014

  3,568,645     3,406,083         (108,807  6,201,322    13,067,243    (384  13,066,859  

Total comprehensive income

           

Profit for the year

                     4,195,456    4,195,456    (287  4,195,169  

Other comprehensive income (loss)

                 66,992    (119,874  (52,882  521    (52,361
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

                 66,992    4,075,582    4,142,574    234    4,142,808  
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Transactions with owners of the Parent Company

           

Issue of ordinary shares related to acquisition of a subsidiary

   6,793     47,277                 54,070        54,070  

Exercise of conversion rights

   82,214     690,376                 772,590        772,590  

Acquisition of treasury shares

             (24          (24      (24
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Total transactions with owners of the Parent Company

   89,007     737,653     (24          826,636        826,636  
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2014

  3,657,652     4,143,736     (24  (41,815  10,276,904    18,036,453    (150  18,036,303  
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

 

Balance at January 1, 2015

  3,657,652     4,143,736     (24  (41,815  10,276,904    18,036,453    (150  18,036,303  

Balance at January 1, 2016

 3,657,652  4,143,736  (771,913 (1,600 14,358,988  21,386,863  840  21,387,703 

Total comprehensive income

                   

Profit for the year

                     4,322,356    4,322,356    1,239    4,323,595               2,953,774  2,953,774  6,709  2,960,483 

Other comprehensive income (loss)

                 40,215    (21,871  18,344    (249  18,095            (77,893 106,822  28,929  (85 28,844 
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

                 40,215    4,300,485    4,340,700    990    4,341,690            (77,893 3,060,596  2,982,703  6,624  2,989,327 
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Transactions with owners of the Parent Company

                   

Dividends paid

                     (218,401  (218,401      (218,401             (353,001 (353,001    (353,001

Acquisition of treasury shares

             (771,889          (771,889      (771,889

Disposal of a subsidiary

          390     390  (889 (499
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total transactions with owners of the Parent Company

             (771,889      (218,401  (990,290      (990,290          390  (353,001 (352,611 (889 (353,500
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2015

  3,657,652     4,143,736     (771,913  (1,600  14,358,988    21,386,863    840    21,387,703  

Balance at December 31, 2016

 3,657,652  4,143,736  (771,913 (79,103 17,066,583  24,016,955  6,575  24,023,530 
  

 

   

 

   

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at January 1, 2017

 3,657,652  4,143,736  (771,913 (79,103 17,066,583  24,016,955  6,575  24,023,530 

Total comprehensive income

        

Profit for the year

             10,641,512  10,641,512  707  10,642,219 

Other comprehensive income (loss)

          (423,161 2,762  (420,399 (1,643 (422,042
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total comprehensive income

          (423,161 10,644,274  10,221,113  (936 10,220,177 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Transactions with owners of the Parent Company

        

Dividends paid

             (423,601 (423,601    (423,601

Share-based payment transaction

       813        813     813 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Total transactions with owners of the Parent Company

       813     (423,601 (422,788    (422,788
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

Balance at December 31, 2017

 3,657,652  4,143,736  (771,100 (502,264 27,287,256  33,815,280  5,639  33,820,919 
 

 

  

 

  

 

  

 

  

 

  

 

  

 

  

 

 

See accompanying notes to the consolidated financial statements.

SK HYNIX, INC. and Subsidiaries

Consolidated Statements of Cash Flows

For the years ended December 31, 2015, 20142017, 2016 and 20132015

 

  Note 2015 2014 2013   Note   2017 2016 2015 
    (In millions of won)       (In millions of won) 

Cash flows from operating activities

           

Cash generated from operating activities

   34   10,357,267    6,305,229    6,521,553     33   15,373,261  6,486,781  10,357,267 

Interest received

    51,610    35,658    58,888       41,680  42,895  51,610 

Interest paid

    (124,304  (151,551  (199,553     (120,332 (125,818 (124,304

Dividends received

    17,045    17,134    17,414       14,841  20,744  17,045 

Income tax paid

    (982,098  (339,779  (26,246     (618,836 (875,680 (982,098
   

 

  

 

  

 

     

 

  

 

  

 

 

Net cash provided by operating activities

    9,319,520    5,866,691    6,372,056       14,690,614  5,548,922  9,319,520 
   

 

  

 

  

 

     

 

  

 

  

 

 

Cash flows from investing activities

           

Decrease (increase) in short-term financial instruments, net

    39,533    (1,407,752  (1,028,615     (2,119,004 109,803  39,533 

Decrease in other financial assets

     308  5    

Increase in other financial assets

     (167 (2   

Collection of loans and other receivables

    10,692    3,501    2,728       18,437  15,422  10,692 

Increase in loans and other receivables

    (14,134  (15,735  (5,969     (22,009 (13,613 (14,134

Proceeds from disposal of available-for-sale financial assets

    1,319    28,602    331       3,431  2,651  1,319 

Acquisition of available-for-sale financial assets

    (5,359  (1,415  (115,564     (26,204 (19,085 (5,359

Decrease in other financial assets

        275,422    29,681  

Increase in other financial assets

        (29,611  (276,591

Cash inflows from derivative transactions

    1,672    2,371    3,656       902  1,077  1,672 

Cash outflows from derivative transactions

    (2,088  (4,534  (6,550     (1,201 (1,525 (2,088

Proceeds from disposal of property, plant and equipment

    220,097    198,959    15,509       244,897  162,120  220,097 

Acquisition of property, plant and equipment

    (6,774,625  (4,800,722  (3,205,797     (9,128,303 (5,956,354 (6,774,625

Proceeds from disposal of intangible assets

    7,963    286    200       3,249  1,585  7,963 

Acquisition of intangible assets

    (623,743  (336,291  (301,496     (784,911 (530,375 (623,743

Proceeds from disposal of assets held for sale

    22,630                    22,630 

Receipt of government grants

    406    20,241           5,900  133  406 

Cash outflows from business combinations

        (19,682  (3,648

Cash outflows from disposal of investments in a subsidiary

        (1,467    

Investments in associates

    (9,893        

Acquisition of investments in associates

     (114,487 (2,293 (9,893
   

 

  

 

  

 

     

 

  

 

  

 

 

Net cash used in investing activities

   (7,125,530  (6,087,827  (4,892,125     (11,919,162 (6,230,451 (7,125,530
   

 

  

 

  

 

     

 

  

 

  

 

 

Cash flows from financing activities

           

Proceeds from borrowings

   3,933,056    3,848,816    3,528,687     33    782,330  2,080,343  3,933,056 

Repayments of borrowings

    (4,405,023  (3,820,449  (5,028,676   33    (710,635 (1,610,466 (4,405,023

Acquisition of treasury shares

    (771,889  (24              (771,889

Dividends paid

    (218,401             (423,601 (353,001 (218,401
   

 

  

 

  

 

     

 

  

 

  

 

 

Net cash provided by (used in) financing activities

    (1,462,257  28,343    (1,499,989     (351,906 116,876  (1,462,257
   

 

  

 

  

 

     

 

  

 

  

 

 

Effect of movements in exchange rates on cash and cash equivalents

    7,225    (2,313  (6,462     (83,341 2,720  7,225 
   

 

  

 

  

 

     

 

  

 

  

 

 

Net increase (decrease) in cash and cash equivalents

    738,958    (195,106  (26,520     2,336,205  (561,933 738,958 

Cash and cash equivalents at beginning of the year

    436,761    631,867    658,387       613,786  1,175,719  436,761 
   

 

  

 

  

 

     

 

  

 

  

 

 

Cash and cash equivalents at end of the year

   1,175,719    436,761    631,867      2,949,991  613,786  1,175,719 
   

 

  

 

  

 

     

 

  

 

  

 

 

See accompanying notes to the consolidated financial statements.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

1.    Reporting Entity

(1) General information about SK hynix, Inc. (the “Parent Company” or the “Company”) and its subsidiaries (collectively the “Group”) is as follows:

The Parent Company is engaged in the manufacture, distribution and sales of semiconductor products and its shares have been listed on the Korea Exchange since 1996. The Parent Company’s headquarters is located at 2091 Gyeongchung-daero,Bubal-eup,Icheon-si,Gyeonggi-do, South Korea, and the Group has manufacturing facilities inIcheon-si andCheongju-si, South Korea, and Wuxi and Chongqing, China.

As of December 31, 2015,2017, the shareholders of the Parent Company are as follows:

 

Shareholder

  Number of
shares
   Percentage of
ownership (%)
   Number of
shares
   Percentage of
ownership (%)
 

SK Telecom Co., Ltd.

   146,100,000     20.07     146,100,000    20.07 

National Pension Service

   59,898,134     8.23     72,818,475    10.00 

Share Management Council1

   5,097,667     0.70  

Other investors

   494,905,994     67.98     487,083,320    66.91 

Treasury shares

   22,000,570     3.02     22,000,570    3.02 
  

 

   

 

   

 

   

 

 
   728,002,365     100.00     728,002,365    100.00 
  

 

   

 

   

 

   

 

 

1

As of December 31, 2015, the number of shares held by each member of Share Management Council is as follows:

Shareholder

  Number of
shares
   Percentage of
ownership (%)
 

KEB Hana Bank (formerly, Korea Exchange Bank)

   5,092,500     0.70  

Other financial institutions

   5,167     0.00  
  

 

 

   

 

 

 
   5,097,667     0.70  
  

 

 

   

 

 

 

According toThe Parent Company’s common shares and depositary receipts (DRs) are listed on the share purchase agreement dated November 14, 2011, between SK Telecom Co., Ltd.Stock Market of Korea Exchange and the Share Management Council, the Share Management Council should exercise its voting right on its shares following SK Telecom Co., Ltd.’s decision in designating officers of the Company or other matters unless this conflicts with the Share Management Council’s interest.Luxembourg Stock Exchange.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

1.    Reporting Entity,  continued

 

(2) Details of the Group’s consolidated subsidiaries as of December 31, 20152017 and 20142016 are as follows:

 

        Ownership(%)          Ownership (%) 

Company

  Location  

Business

  2015   2014   Location   Business  2017   2016 

SK hyeng Inc.

  Korea  Domestic subsidiary   100.00     100.00     Korea   Domestic subsidiary   100.00    100.00 

SK hystec Inc.

  Korea  Domestic subsidiary   100.00     100.00     Korea   Domestic subsidiary   100.00    100.00 

Siliconfile Technologies Inc.

  Korea  Development and manufacturing of electronic component   100.00     100.00     Korea   Development and
manufacturing
of electronic component
   100.00    100.00 

Happy More Inc.

   Korea   Domestic subsidiary   100.00    100.00 

SK hynix system ic Inc.1

   Korea   Foundry business   100.00     

SK hynix America Inc. (SKHYA)

  U.S.A.  Overseas sales subsidiary   97.74     97.74     U.S.A.   Overseas sales subsidiary   97.74    97.74 

Hynix Semiconductor Manufacturing America Inc. (HSMA)1

  U.S.A.  Discontinued subsidiary   100.00     100.00  

SK hynix Deutschland GmbH (SKHYD)

  Germany  Overseas sales subsidiary   100.00     100.00     Germany   Overseas sales subsidiary   100.00    100.00 

SK hynix Asia Pte. Ltd. (SKHYS)

   Singapore   Overseas sales subsidiary   100.00    100.00 

SK hynix Semiconductor Hong Kong Ltd. (SKHYH)

   Hong Kong   Overseas sales subsidiary   100.00    100.00 

SK hynix U.K. Ltd. (SKHYU)

  U.K.  Overseas sales subsidiary   100.00     100.00     U.K.   Overseas sales subsidiary   100.00    100.00 

SK hynix Asia Pte. Ltd. (SKHYS)

  Singapore  Overseas sales subsidiary   100.00     100.00  

SK hynix Semiconductor India Pvt. Ltd. (SKHYIS)2

  India  Overseas sales subsidiary   100.00     100.00  

SK hynix Semiconductor Hong Kong Ltd. (SKHYH)

  Hong Kong  Overseas sales subsidiary   100.00     100.00  

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   Taiwan   Overseas sales subsidiary   100.00    100.00 

SK hynix Japan Inc. (SKHYJ)

   Japan   Overseas sales subsidiary   100.00    100.00 

SK hynix Semiconductor (Shanghai) Co., Ltd. (SKHYCS)

  China  Overseas sales subsidiary   100.00     100.00     China   Overseas sales subsidiary   100.00    100.00 

SK hynix Japan Inc. (SKHYJ)

  Japan  Overseas sales subsidiary   100.00     100.00  

SK hynix Semiconductor Taiwan Inc. (SKHYT)

  Taiwan  Overseas sales subsidiary   100.00     100.00  

SK hynix Semiconductor India Private Ltd. (SKHYIS)2

   India   Overseas sales subsidiary   100.00    100.00 

SK hynix (Wuxi) Semiconductor Sales Ltd. (SKHYCW)

   China   Overseas sales subsidiary   100.00    100.00 

SK hynix Semiconductor (China) Ltd. (SKHYCL)

  China  Overseas manufacturing subsidiary   100.00     100.00     China   Overseas manufacturing
subsidiary
   100.00    100.00 

SK hynix Semiconductor (Wuxi) Ltd. (SKHYMC)

  China  Overseas manufacturing subsidiary   100.00     100.00     China   Overseas manufacturing
subsidiary
   100.00    100.00 

SK hynix (Wuxi) Semiconductor Sales Ltd. (SKHYCW)

  China  Overseas sales subsidiary   100.00     100.00  

SK hynix Semiconductor (Chongqing) Ltd. (SKHYCQL)3

   China   Overseas manufacturing
subsidiary
   100.00    100.00 

SK hynix Italy S.r.l (SKHYIT)

  Italy  Overseas R&D center   100.00     100.00     Italy   Overseas R&D center   100.00    100.00 

SK hynix memory solutions Inc. (SKHMS)

  U.S.A.  Overseas R&D center   100.00     100.00     U.S.A.   Overseas R&D center   100.00    100.00 

SK hynix Flash Solution Taiwan (SKHYFST)

  Taiwan  Overseas R&D center   100.00     100.00     Taiwan   Overseas R&D center   100.00    100.00 

Softeq Flash Solutions LLC. (SOFTEQ)

   Belarus   Overseas R&D center   100.00    100.00 

SK APTECH Ltd. (SKAPTECH)

  Hong Kong  Holding company   100.00     100.00     Hong Kong   Overseas investment
subsidiary
   100.00    100.00 

SK hynix Semiconductor (Chongqing) Ltd. (SKHYCQL)3

  China  Overseas manufacturing subsidiary   100.00     100.00  

Softeq Flash Solutions LLC.(SOFTEQ)

  Belarus  Overseas R&D center   100.00     100.00  

SK hynix Venture Hong Kong Ltd. (SKH Ventures)

   Hong Kong   Overseas investment
subsidiary
   100.00    100.00 

MMT (Money Market Trust)

  Korea  Money Market Trust   100.00     100.00     Korea   Money Market Trust   100.00    100.00 

 

1

Subsidiary of SK hynix Americasystem ic Inc. (SKHYA)

was established during the year ended December 31, 2017.

 

2 

Subsidiary of SK hynix Asia Pte. Ltd. (SKHYS)

 

3 

Subsidiary of SK APTECH Ltd. (SKAPTECH)

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

1.    Reporting Entity,  continued

 

(3) There is no changeChanges in the consolidated subsidiaries forduring the year ended December 31, 2015.2017 are follows:

Company

Description

Newly included

SK hynix system ic Inc.

Newly established

(4) Major subsidiaries’ summarized separate statements of financial position as of December 31, 20152017 and 20142016 are as follows:

 

  2015  2014 
  Assets  Liabilities  Equity  Assets  Liabilities  Equity 
  (In millions of won) 

SK hynix America Inc.(SKHYA)

 1,504,882    1,333,291    171,591    1,711,746    1,634,047    77,699  

SK hynix Asia Pte. Ltd.(SKHYS)

  269,286    190,155    79,131    386,135    313,152    72,983  

SK hynix Semiconductor Hong Kong Ltd.(SKHYH)

  529,095    431,074    98,021    563,598    478,449    85,149  

SK hynix Japan Inc.(SKHYJ)

  245,142    183,277    61,865    285,122    227,860    57,262  

SK hynix Semiconductor Taiwan Inc.(SKHYT)

  299,834    277,520    22,314    628,791    605,861    22,930  

SK hynix Semiconductor (China) Ltd.(SKHYCL)

  3,718,832    503,776    3,215,056    4,179,186    1,197,588    2,981,598  

SK hynix Deutschland GmbH(SKHYD)

  75,152    38,697    36,455    135,384    98,477    36,907  

SK hynix U.K. Ltd.(SKHYU)

  155,531    138,918    16,613    194,318    179,990    14,328  

SK hynix Semiconductor (Chongqing) Ltd.(SKHYCQL)

  406,552    224,672    181,880    341,984    174,936    167,048  
   2017  2016 
   Assets  Liabilities  Equity  Assets  Liabilities  Equity 
   (In millions of won) 

SK hynix America Inc. (SKHYA)

  2,522,348   2,259,210   263,138   1,584,043   1,279,493   304,550 

SK hynix Deutschland GmbH (SKHYD)

   108,470   70,430   38,040   83,388   45,575   37,813 

SK hynix Asia Pte. Ltd. (SKHYS)

   636,286   559,400   76,886   337,506   253,918   83,588 

SK hynix Semiconductor Hong Kong Ltd. (SKHYH)

   1,043,889   918,305   125,584   932,437   810,556   121,881 

SK hynix U.K. Ltd. (SKHYU)

   325,434   308,999   16,435   146,327   128,807   17,520 

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   566,155   536,592   29,563   310,933   290,174   20,759 

SK hynix Japan Inc. (SKHYJ)

   632,590   569,810   62,780   251,274   184,504   66,770 

SK hynix Semiconductor (Shanghai) Co., Ltd. (SKHYCS)

   414,850   379,888   34,962   46,177   18,595   27,582 

SK hynix Semiconductor (China) Ltd. (SKHYCL)

   4,043,100   322,545   3,720,555   3,476,086   232,117   3,243,969 

SK hynix Semiconductor (Chongqing) Ltd. (SKHYCQL)

   388,033   195,849   192,184   350,305   171,088   179,217 

(5) Major subsidiaries’ summarized separate statements of comprehensive income for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2017 
  Revenue   Profit   Total
comprehensive
income
   Revenue   Profit (Loss) Total
comprehensive
income (loss)
 
  (In millions of won)   (In millions of won) 

SK hynix America Inc. (SKHYA)

  7,599,679     89,716     89,716    11,096,526    (7,243 (7,243

SK hynix Asia Pte.Ltd. (SKHYS)

   1,612,550     1,303     1,303  

SK hynix Deutschland GmbH (SKHYD)

   476,709    (120 (120

SK hynix Asia Pte. Ltd. (SKHYS)

   2,645,084    2,872  2,872 

SK hynix Semiconductor Hong Kong Ltd. (SKHYH)

   4,181,208     6,909     6,909     8,717,022    19,456  19,456 

SK hynix U.K. Ltd. (SKHYU)

   1,088,697    953  953 

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   2,629,453    12,446  12,446 

SK hynix Japan Inc. (SKHYJ)

   934,001     1,116     1,322     940,254    1,761  1,761 

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   1,915,465     5,852     5,852  

SK hynix Semiconductor (Shanghai) Co., Ltd. (SKHYCS)

   1,332,939    8,230  8,230 

SK hynix Semiconductor (China) Ltd. (SKHYCL)

   2,273,536     206,446     206,446     2,185,341    338,969  338,969 

SK hynix Deutschland GmbH (SKHYD)

   414,489     1,072     1,072  

SK hynix U.K. Ltd. (SKHYU)

   702,329     1,289     1,289  

SK hynix Semiconductor (Chongqing) Ltd. (SKHYCQL)

   350,110     13,328     13,328     355,982    23,441  23,441 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

1.    Reporting Entity,  continued

 

  2014   2016 
  Revenue   Profit   Total
comprehensive
income
   Revenue   Profit   Total
comprehensive
income
 
  (In millions of won)   (In millions of won) 

SK hynix America Inc. (SKHYA)

  6,360,992     21,385     21,385    5,398,193    117,848    117,848 

SK hynix Asia Pte.Ltd. (SKHYS)

   1,638,396     2,773     2,773  

SK hynix Deutschland GmbH (SKHYD)

   321,309    1,747    1,747 

SK hynix Asia Pte. Ltd. (SKHYS)

   1,497,869    1,929    1,929 

SK hynix Semiconductor Hong Kong Ltd. (SKHYH)

   3,714,085     12,941     12,941     5,655,093    20,019    20,019 

SK hynix U.K. Ltd. (SKHYU)

   532,661    374    374 

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   1,742,632    2,676    2,676 

SK hynix Japan Inc. (SKHYJ)

   843,383     9,890     10,478     673,127    867    804 

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   2,176,739     7,599     7,599  

SK hynix Semiconductor (Shanghai) Co., Ltd. (SKHYCS)

   345,863    6,073    6,073 

SK hynix Semiconductor (China) Ltd. (SKHYCL)

   1,914,452     381,729     381,729     2,137,576    123,753    123,753 

SK hynix Deutschland GmbH (SKHYD)

   551,528     6,197     6,197  

SK hynix U.K. Ltd. (SKHYU)

   575,959     1,813     1,813  

SK hynix Semiconductor (Chongqing) Ltd. (SKHYCQL)

   109,769     6,813     6,813     296,121    2,674    2,674 

 

  2013   2015 
  Revenue   Profit   Total
comprehensive
income
   Revenue   Profit   Total
comprehensive
income
 
  (In millions of won)   (In millions of won) 

SK hynix America Inc. (SKHYA)

  5,187,848     23,547     23,547    7,599,679    89,716    89,716 

SK hynix Asia Pte.Ltd. (SKHYS)

   1,203,290     2,385     2,385  

SK hynix Deutschland GmbH (SKHYD)

   414,489    1,072    1,072 

SK hynix Asia Pte. Ltd. (SKHYS)

   1,612,550    1,303    1,303 

SK hynix Semiconductor Hong Kong Ltd. (SKHYH)

   3,022,397     19,471     19,471     4,181,208    6,909    6,909 

SK hynix U.K. Ltd. (SKHYU)

   702,329    1,289    1,289 

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   1,915,465    5,852    5,852 

SK hynix Japan Inc. (SKHYJ)

   790,736     10,335     10,447     934,001    1,116    1,322 

SK hynix Semiconductor Taiwan Inc. (SKHYT)

   1,769,055     6,680     6,680  

SK hynix Semiconductor (Shanghai) Co., Ltd. (SKHYCS)

   528,670    8,150    8,150 

SK hynix Semiconductor (China) Ltd. (SKHYCL)

   1,718,074     23,611     23,611     2,273,536    206,446    206,446 

SK hynix Deutschland GmbH (SKHYD)

   594,166     2,440     2,440  

SK hynix U.K. Ltd. (SKHYU)

   494,305     1,743     1,743  

SK hynix Semiconductor (Chongqing) Ltd. (SKHYCQL)

   350,110    13,328    13,328 

(6) There are no significantnon-controlling interests to the Group as of December 31, 2015, 20142017, 2016 and 2013.2015.

2.     Basis of Preparation

(1)    Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (IASB).

The consolidated financial statements were authorized for issuance by the board of directors on January 25, 201624, 2018.

(2)    Basis of measurement

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the consolidated statements of financial position:

 

derivative financial instruments are measured at fair value

 

financial instruments at fair value through profit or loss are measured at fair value

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

2.     Basis of Preparation,  continued

available-for-sale financial assets are measured at fair value

 

assets or liabilities for defined benefit plans are recognized at the net of the total present value of defined benefit obligations less the fair value of plan assets

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

2.    Basis of Preparation,  continued

(3)    Functional and presentation currency

Financial statements of entities within the Group are presented in functional currency and the currency of the primary economic environment in which each entity operates. Consolidated financial statements of the Group are presented in Korean won, which is the Parent Company’s functional and presentation currency.

(4)    Use of estimates and judgments

The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected.

(a)    Critical judgments

Information about critical judgments made in applying accounting policies that have the most significant effectseffect on the amounts recognized in the consolidated financial statements is included in the following notes:

Note 3: estimated useful lives of property, plant and equipment and intangible assets

Note 5:notes for classification of financial instrumentsleases.

(b)    Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment within the next financialfiscal year isare included in the following notes:

Note 9:notes for net realizable value of inventories,

Note 15: impairment of development costs and goodwill,

Note 19: recognition and measurement of provisions,

Note 20: measurement of defined benefit obligations,

Note 21: recognition of deferred tax assets and liabilitiesassets.

(c)    Fair value measurement

The Group establishes fair value measurement policies and procedures as its accounting policies and disclosures require fair value measurements for various financial andnon-financial assets and liabilities. Such policies and procedures are executed by the valuation department, which is responsible for the review of significant fair value measurements including fair values classified as level 3 in the fair value hierarchy.

The valuation department regularly reviews unobservable significant inputs and valuation adjustments. If third party information such as prices available from an exchange, dealer, broker, industry group, pricing service or regulatory agency is used for fair value measurements, the valuation department reviews whether the valuation based on third party information includes classifications by levels within the fair value hierarchy and meets the requirements for the relevant standards.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

2.    Basis of Preparation,  continued

The Group uses the best observable inputs in market when measuring fair values of assets or liabilities. Fair values are classified within the fair value hierarchy based on inputs used in valuation methods as follows:

Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities

Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices)

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

2.     Basis of Preparation,  continued

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)

If various inputs used to measure fair value of assets or liabilities fall into different levels of the fair value hierarchy, the Group classifies the assets and liabilities at the lowest level of inputs among the fair value hierarchy which is significant to the entire measured value. The Group recognizes transfers between levels at the end of the reporting period of which such transfers occurred.

Information about assumptions used for fair value measurements are included in note 6.

3.    Significant Accounting Policies

The significant accounting policies applied by the Group in preparation of its consolidated financial statements are explained below. TheExcept for the new accounting standards that are effective for annual periods beginning on or after January 1, 2017, the accounting policies set out below have been applied consistently to all periods presented in these consolidated financial statements.

(1)    Operating Segments

An operating segment is a component of the Group that: 1) engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with other components of the Group, 2) whose operating results are reviewed regularly by the Group’s chief operating decision maker (“CODM”) in order to allocate resources and assess its performance, and 3) for which discrete financial information is available. The Group’s CODM is the board of directors, who do not receive and therefore do not review discrete financial information for any component of the Group. Consequently, no operating segment information is included in these consolidated financial statements. Entity wide disclosures of geographic, product and customer information are provided in note 4.

(2)    Basis of consolidation

(a)    Business combination

A business combination is accounted for by applying the acquisition method, unless it is a combination involving entities or businesses under common control.

The consideration transferred in the acquisition is generally measured at fair value, as are the identifiable net assets acquired. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognized in profit or loss immediately. Transaction costs are expensed as incurred, except if related to the issue of debt or equity securities.

The consideration transferred does not include amounts related to the settlement ofpre-existing relationships. Such amounts are generally recognized in profit or loss.

Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of a financial instrument is classified as equity, then it is not remeasured and settlement is accounted for within equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognized in profit or loss.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

If share-based payment awards (replacement awards) are required to be exchanged for awards held by the acquiree’s employees (acquiree’s awards), then all or a portion of the amount of the acquirer’s replacement awards is included in measuring the consideration transferred in the business combination. This determination is based on the market-based measure of the replacement awards compared with the market-based measure of the acquiree’s awards and the extent to which the replacement awards relate topre-combination service.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(b)    Non-controlling interests

Non-controlling interests are measured at their proportionate share of the acquiree’s identifiable net assets at the date of acquisition.

Changes in the Group’s interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

(c)    Subsidiaries

Subsidiaries are entities controlled by the Group. The Group controls an investee when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Consolidation of an investee begins from the date the Group obtains control of the investee and cease when the Group loses control of the investee.

(d)    Loss of control

If the Group loses control of a subsidiary, the Group derecognizes the assets and liabilities of the former subsidiary from the consolidated statement of financial position and recognizes gain or loss associated with the loss of control attributable to the former controlling interest. Any investment retained in the former subsidiary is recognized at its fair value when control is lost.

(e)    Interests in equity-accounted investees

The Group’s interest in equity-accounted investees comprise interests in an associate and a joint venture. An associate is an entity in which the Group has significant influence, but not control or joint control, over the entity’s financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

Interests in an associate and a joint venture are initially recognized at cost including transaction costs. Subsequent to initial recognition, their carrying amounts are increased or decreased to recognize the Group’s share of the profit or loss and changes in equity of the associate or the joint venture. Distributions from equity-accounted investees are accounted for as deduction from the carrying amounts.

(f)    Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. The Group’s share of unrealized gain incurred from transactions with equity-accounted investees are eliminated and unrealized loss are eliminated using the same basis if there are no evidence of asset impairments.

(g)    Business combinations under common control

The assets and liabilities acquired in the combination of entities or business under common control are recognized at the carrying amounts recognized previously in the consolidated financial statements of the ultimate parent. The difference between consideration transferred and carrying amounts of net assets acquired is added to or deducted from other capital adjustments.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

(3)    Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with maturities of three months or less from the acquisition date that are subject to an insignificant risk of changes in their fair value, and are used by the Group in the management of its short-term commitments.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(4)    Inventories

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the weighted average method (except for goodsin-transit that is based on the specific identification method), and includes expenditures incurred in acquiring the inventories, production or conversion costs and other costs incurred in bringing inventories to their existing location and condition. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and selling expenses. In the case of manufactured inventories andwork-in-process, cost includes an appropriate share of production overheads based on the actual capacity of production facilities. However, the normal capacity is used for the allocation of fixed production overheads if the actual level of production is lower than the normal capacity.

(5)    Non-derivative financial assets

The Group recognizes and measuresnon-derivative financial assets by the following four categories: financial assets at fair value through profit or loss,held-to-maturity investments, loans and receivables andavailable-for-sale financial assets. The Group recognizes financial assets in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Upon initial recognition,non-derivative financial assets not at fair value through profit or loss are measured at their fair value plus transaction costs that are directly attributable to the asset’s acquisition.

(a)    Financial assets at fair value through profit or loss

A financial asset is classified as financial assets at fair value through profit or loss if it is held for trading or designated as such upon initial recognition. Upon initial recognition, transaction costs are recognized in profit or loss when incurred. Financial assets at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss.

(b)    Held-to-maturity investments

Anon-derivative financial asset with a fixed or determinable payment and fixed maturity, for which the Group has the positive intention and ability to hold to maturity, is classified asheld-to-maturity investments. Subsequent to initial recognition,held-to-maturity investments are measured at amortized cost using the effective interest rate method.

(c)    Loans and receivables

Loans and receivables are financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, loans and receivables are measured at amortized cost using the effective interest rate method.

(d)    Available-for-sale financial assets

Available-for-sale financial assets are thosenon-derivative financial assets that are designated asavailable-for-sale or are not classified as financial assets at fair value through profit or loss,held-to-maturity investments or loans

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

and receivables. Subsequent to initial recognition, they are measured at fair value, and changes in their fair value, net of any tax effect, are recorded in other comprehensive income. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(e)De-recognition of financial assets

The Group derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and rewards of ownership of the financial asset are transferred. If the Group neither transfers nor retains substantially all of the risks and rewards of ownership of the financial assets, it derecognizes the financial assets when it does not retain control over the transferred financial assets. If the Group has retained control over the transferred financial assets, it continues to recognize the assets to the extent of its continuing involvement. If the Group retains substantially all the risks and rewards of ownership of the transferred financial assets, the Group continues to recognize the transferred financial assets and recognizes financial liabilities for the consideration received.

(f)    Offsetting between financial assets and financial liabilities

Financial assets and financial liabilities are offset and the net amount is presented in the consolidated statement of financial position only when the Group currently has a legally enforceable right to offset the recognized amounts, and there is the intention to settle on a net basis or to realize the asset and settle the liability simultaneously.

(6)    Derivative financial instruments

Derivatives are initially recognized at fair value. Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are accounted for as described below.

(a)    Embedded derivatives

Embedded derivatives are separated from the host contract and accounted for separately only if the following criteria have been met:

 

the economic characteristics and risks of the embedded derivative are not closely related to those of the host contract;

 

a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative; and

 

the hybrid instrument is not measured at fair value with changes in fair value recognized in profit or loss.

Changes in the fair value of separable embedded derivatives are recognized immediately in profit or loss.

(b)    Other derivative financial instruments

Changes in the fair value of other derivative financial instrument not designated as a hedging instrument are recognized immediately in profit or loss.

(7)    Impairment of financial assets

A financial asset not carried at fair value through profit or loss is assessed at the end of each reporting period to determine whether there is objective evidence that it is impaired. A financial asset is impaired if objective evidence

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

indicates that a loss event has occurred after the initial recognition of the asset, and that the loss event had a negative effect on the estimated future cash flows of that asset that can be estimated reliably. However, losses expected as a result of future events, regardless of likelihood, are not recognized.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

Objective evidence that a financial asset is impaired includes:

 

significant financial difficulty of the issuer or obligor;

 

a breach of contract, such as default or delinquency in interest or principal payments;

 

the lender, for economic or legal reasons relating to the borrower’s financial difficulty, granting to the borrower a concession that the lender would not otherwise consider;

 

it becoming probable that the borrower will enter bankruptcy or other financial reorganization;

 

the disappearance of an active market for that financial asset because of financial difficulties; or

 

observable data indicating that there is a measurable decrease in the estimated future cash flows from a group of financial assets since the initial recognition of those assets, although the decrease cannot be identified with the individual financial assets in the group

In addition, for an investment in an equity security, a significant or prolonged decline in its fair value below its cost is objective evidence of impairment.

If there is objective evidence that financial assets are impaired, impairment losses are measured and recognized.

(a)    Financial assets measured at amortized cost

An impairment loss in respect of a financial asset measured at amortized cost is calculated as the difference between its carrying amount and the present value of its estimated future cash flows discounted at the asset’s original effective interest rate. If it is not practicable to obtain the financial asset’s estimated future cash flows, impairment losses would be measured based on prices from any observable current market transactions. Impairment losses are deducted through an allowance account or directly from the carrying amount. If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed through profit or loss either directly or by adjusting an allowance account.

(b)    Financial assets carried at cost

The amount of the impairment loss is measured as the difference between the carrying amount of the financial asset and the present value of estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment losses are not reversed.

(c)    Available-for-sale financial assets

When a decline in the fair value of anavailable-for-sale financial asset has been recognized in other comprehensive income and there is objective evidence that the asset is impaired, the cumulative loss that had been recognized in other comprehensive income is reclassified from equity to profit or loss as a reclassification adjustment even though the financial asset has not been derecognized. Impairment losses recognized in profit or loss for an investment in an equity instrument classified asavailable-for-sale are not reversed through profit or loss. If, in a subsequent period, the fair value of a debt instrument classified asavailable-for-sale increases and the increase can be objectively related to an event occurring after the impairment loss was recognized in profit or loss, the impairment loss is reversed, with the amount of the reversal recognized in profit or loss.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

(8)    Property, plant and equipment

Property, plant and equipment are initially measured at cost. The cost of property, plant and equipment includes expenditures arising directly from the construction or acquisition of the asset, any costs directly attributable

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management and the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located.

Subsequent to initial recognition, an item of property, plant and equipment is carried at its cost less any accumulated depreciation and any accumulated impairment losses.

Subsequent costs are recognized in the carrying amount of property, plant and equipment at cost or, if appropriate, as separate items if it is probable that future economic benefits associated with the cost will flow to the Group and it can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of theday-to-day repair and maintenance are recognized in profit or loss as incurred.

Property, plant and equipment, except for land, are depreciated on a straight-line basis over estimated useful lives that appropriately reflect the pattern in which the asset’s future economic benefits are expected to be consumed.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized as other income or expenses.

The estimated useful lives of the Group’s property, plant and equipment are as follows:

 

   Useful lives (years) 

Buildings

   10 - 50 

Structures

   10 - 30 

Machinery

   4 - 15 

Vehicles

   4 - 10 

Other

   3 - 15 

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and, if appropriate, accounted for as changes in accounting estimates.

(9)    Borrowing costs

The Group capitalizes borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. Other borrowing costs are recognized in expense as incurred. A qualifying asset is an asset that requires a substantial period of time to get ready for its intended use or sale. Financial assets and inventories that are manufactured or otherwise produced over a short period of time are not qualifying assets. Assets that are ready for their intended use or sale when acquired are not qualifying assets.

To the extent that the Group borrows funds specifically for the purpose of obtaining a qualifying asset, the Group determines the amount of borrowing costs eligible for capitalization as the actual borrowing costs incurred on that borrowing during the period less any investment income on the temporary investment of those borrowings. To the extent that the Group borrows funds generally and uses them for the purpose of obtaining a qualifying asset, the Group determines the amount of borrowing costs eligible for capitalization by applying a capitalization rate to the expenditures on that asset. The capitalization rate is the weighted average of the borrowing costs applicable to the borrowings of the Group that are outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. The amount of borrowing costs that the Group capitalizes during a period does not exceed the amount of borrowing costs incurred during that period.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

3.    Significant Accounting Policies,  continued

 

(10)    Intangible assets

Intangible assets are measured initially at cost and, subsequently, are carried at cost less accumulated amortization and accumulated impairment losses.

Goodwill arising from business combinations is recognized as the excess of the consideration transferred in the acquisition over the net fair value of the identifiable assets acquired and liabilities assumed. Any deficit is a bargain purchase that is recognized in profit or loss. Goodwill is measured at cost less accumulated impairment losses.

Amortization of intangible assets except for goodwill is calculated on a straight-line basis over the estimated useful lives of intangible assets from the date that they are available for use. The residual value of intangible assets is zero. However, certain intangible assets are determined as having indefinite useful lives and not amortized as there is no foreseeable limit to the period over which the assets are expected to be available for use.

The estimated useful lives of the Group’s intangible assets are as follows:

 

   Useful lives (years)

Industrial rights

  5 - 10

Development costs

  1 - 2

SoftwareOther intangible assets

  54 - 50

Useful lives and the amortization methods for intangible assets with finite useful lives are reviewed at the end of each reporting period. The useful lives of intangible assets that are not being amortized are reviewed at the end of each reporting period to determine whether events and circumstances continue to support indefinite useful life assessments for those assets. Changes are accounted for as changes in accounting estimates.

Expenditures on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, are recognized in profit or loss as incurred. Development expenditures are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. Other development expenditures are recognized in profit or loss as incurred.

Subsequent expenditures are capitalized only when they increase the future economic benefits embodied in the specific asset to which it relates. All other expenditures, including expenditures on internally generated goodwill and brands, are recognized in profit or loss as incurred.

(11)     Government grants

Government grants are not recognized unless there is reasonable assurance that the Group will comply with the grant’s conditions and that the grant will be received.

(a)     Grants related to assets

Government grants whose primary condition is that the Group purchases, constructs or otherwise acquiresnon-current assets are deducted in calculating the carrying amount of the asset. The grant is recognized in profit or loss over the useful lives of depreciable assets.

(b)     Grants related to income

Government grants which are intended to compensate the Group for expenses incurred are recognized in profit or loss by as deduction of the related expenses.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

3.    Significant Accounting Policies,  continued

 

(12)     Investment property

Property held for the purpose of earning rental income or benefiting from capital appreciation is classified as investment property. Investment property is initially measured at its cost. Transaction costs are included in the initial measurement. Subsequently, investment property is carried at cost less accumulated depreciation and impairment losses.

Subsequent costs are recognized in the carrying amount of investment property at cost or, if appropriate, as separate items if it is probable that future economic benefits associated with the cost will flow to the Group and it can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of theday-to-day repair and maintenance are recognized in profit or loss as incurred.

Investment property except for land, are depreciated on a straight-line basis over estimated useful lives.

Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and, if appropriate, accounted for as changes in accounting estimates.

(13)     Impairment ofnon-financial assets

The carrying amounts of the Group’snon-financial assets, other than assets arising from employee benefits, inventories, and deferred tax assets, and non-current assets held for sale, are reviewed at the end of the reporting period to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. Goodwill and intangible assets that have indefinite useful lives or that are not yet available for use, irrespective of whether there is any indication of impairment, are tested for impairment annually by comparing their recoverable amount to their carrying amount.

The Group estimates the recoverable amount of an individual asset; however if it is impossible to measure the individual recoverable amount of an asset, the Group estimates the recoverable amount of cash-generating unit (“CGU”). A CGU is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less costs to sell. The value in use is estimated by applying apre-tax discount rate that reflect current market assessments of the time value of money and the risks specific to the asset or CGU for which estimated future cash flows have not been adjusted, to the estimated future cash flows expected to be generated by the asset or CGU.

An impairment loss is recognized in profit or loss if the carrying amount of an asset or a CGU exceeds its recoverable amount.

Goodwill acquired in a business combination is allocated to each CGU that is expected to benefit from the synergies arising from business combination. Any impairment identified at the CGU level will first reduce the carrying value of goodwill and then be used to reduce the carrying amount of the other assets in the CGU on a pro rata basis.

Except for impairment losses in respect of goodwill which are never reversed, an impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

(14)     Leases

The Group classifies and accounts for leases as either a finance or operating lease, depending on the terms. Leases where the Group assumes substantially all of the risks and rewards of ownership are classified as finance leases. All other leases are classified as operating leases.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

3.    Significant Accounting Policies,  continued

 

(a)     Finance leases

At the commencement of the lease term, the Group recognizes as finance lease assets and finance lease liabilities in its consolidated statements of financial position, the lower amount of the fair value of the leased property and the present value of the minimum lease payments, each determined at the inception of the lease. Any initial direct costs are added to the amount recognized as an asset.

Minimum lease payments are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent rents are charged as expenses in the periods in which they are incurred.

The depreciable amount of a leased asset is allocated to each accounting period during the period of expected use on a systematic basis consistent with the depreciation policy the lessee adopts for depreciable assets that are owned. If there is no reasonable certainty that the lessee will obtain ownership by the end of the lease term, the asset is fully depreciated over the shorter of the lease term and its useful life. The Group reviews whether the leased asset is impaired.

(b)     Operating leases

Leases where the lessor retains a significant portion of the risks and rewards of ownership are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognized in profit or loss on a straight-line basis over the period of the lease.

(c)     Determining whether an arrangement contains a lease

Determining whether an arrangement is, or contains, a lease is based on the substance of the arrangement and requires an assessment of whether fulfillment of the arrangement is dependent on the use of a specific asset or assets (the asset) and the arrangement conveys a right to use the asset.

At inception or reassessment of the arrangement, the Group separates payments and other consideration required by such an arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a financial lease that it is impracticable to separate the payments reliably, the Group recognizes an asset and a liability at an amount equal to the fair value of the underlying asset that was identified as the subject of the lease. Subsequently, the liability is reduced as payments are made and an imputed finance expense on the liability recognized using the purchaser’s incremental borrowing rate of interest.

(15)    Non-current assets held for sale    Non-derivative

Non-current assets, or disposal groups comprising assets and liabilities, that are expected to be recovered primarily through sale rather than through continuing use, are classified as held for sale. In order to be classified as held for sale, the asset (or disposal group) must be available for immediate sale in its present condition and its sale must be highly probable. The assets or disposal group that are classified as non-current assets held for sale are measured at the lower of their carrying amount and fair value less cost to sell. The Group recognizes an impairment loss for any initial or subsequent write-down of an asset (or disposal group) to fair value less costs to sell, and a gain for any subsequent increase in fair value less costs to sell, up to the cumulative impairment loss previously recognized.

A non-current asset that is classified as held for sale or part of a disposal group classified as held for sale is not depreciated (or amortized).

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

(16)    Non-derivative financial liabilities

The Group classifiesnon-derivative financial liabilities into financial liabilities at fair value through profit or loss or other financial liabilities in accordance with the substance of the contractual arrangement and the definitions of financial liabilities. The Group recognizes financial liabilities in the consolidated statement of financial position when the Group becomes a party to the contractual provisions of the financial liability.

(a)     Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading or designated as such upon initial recognition. Subsequent to initial recognition, financial liabilities at fair value through profit or loss are measured at fair value, and changes therein are recognized in profit or loss. Upon initial recognition, any directly attributable transaction costs are recognized in profit or loss as incurred.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(b)     Other financial liabilities

Non-derivative financial liabilities other than financial liabilities at fair value through profit or loss are classified as other financial liabilities. At the date of initial recognition, other financial liabilities are measured at fair value less any directly attributable transaction costs. Subsequent to initial recognition, other financial liabilities are measured at amortized cost using the effective interest rate method. The Group derecognizes a financial liability from the consolidated statements of financial position when it is extinguished (i.e. when the obligation specified in the contract is discharged, cancelledcanceled or expires).

(17)(16)     Employee benefits

(a)     Short-term employee benefits

Short-term employee benefits are employee benefits that are due to be settled within 12 months after the end of the reporting period in which the employees render the related service. When an employee has rendered service to the Group during an accounting period, the Group recognizes the undiscounted amount of short-term employee benefits expected to be paid in exchange for that service.

(b)     Other long-term employee benefits

Other long-term employee benefits include employee benefits that are settled beyond 12 months after the end of the reporting period in which the employees render the related service, and are calculated at the present value of the amount of future benefit that employees have earned in return for their service in the current and prior periods. Any changes from remeasurements are recognized through profit or loss in the period in which they arise.

(c)     Retirement benefits: defined benefit plans

As of the end of reporting period, defined benefits liabilities relating to defined benefit plans are recognized as present value of defined benefit obligations, net of fair value of plan assets.

The calculation is performed annually by an independent actuary using the projected unit credit method. When the fair value of plan assets exceeds the present value of the defined benefit obligation, the Group recognizes an asset, to the extent of the present value of any economic benefits available in the form of refunds from the plan or reduction in the future contributions to the plan.

Remeasurements of the net defined benefit liability (asset) comprise of actuarial gains and losses, the return on plan assets excluding amounts included in net interest on the net defined benefit liability (asset), and any change in the effect of

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

the asset ceiling, excluding amounts included in net interest on the net defined benefit liability (asset), and are recognized in other comprehensive income. The Group determines net interests on net defined benefit liability (asset) by multiplying discount rate determined at the beginning of the annual reporting period and considers changes in net defined benefit liability (asset) from contributions and benefit payments. Net interest costs and other costs relating to the defined benefit plan are recognized through profit or loss.

When the plan amendment or curtailment occurs, gains or losses on amendment or curtailment in benefits for the past service provided are recognized through profit or loss. The Group recognizes gain or loss on a settlement when the settlement of defined benefit plan occurs.

(d)    Retirement benefits: defined contribution plans

When an employee has provided service for a certain period of time in relation to the defined contribution plan, the contribution to the defined contribution plan is recognized in profit or loss except to be included in the cost of the asset. The contributions to be paid are recognized as liabilities (accrued expenses) less the contributions that have been already paid.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(e)    Termination benefits

The Group recognizes a liability and expense for termination benefits at the earlier of the period when the Group can no longer withdraw the offer of those benefits and the period when the Group recognizes costs for a restructuring. If benefits are not payable within 12 months after the end of the reporting period, then they are discounted to their present value.

(18)(17)    Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.

The risks and uncertainties that inevitably surround many events and circumstances are taken into account in reaching the best estimate of a provision. Where the effect of the time value of money is material, provisions are determined at the present value of the expected future cash flows.

Where some or all of the expenditures required to settle a provision are expected to be reimbursed by another party, the reimbursement is recognized when, and only when, it is virtually certain that reimbursement will be received if the entity settles the obligation. The reimbursement is treated as a separate asset.

Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimates. If it is no longer probable that an outflow of resources embodying economic benefits will be required to settle the obligation, the provision is reversed.

A provision is used only for expenditures for which the provision was originally recognized.

(18)    Emissions Rights

The Group accounts for greenhouse gases emission right and the relevant liability as below pursuant to theAct on Allocation and Trading of Greenhouse Gas Emission.

(a)    Greenhouse Gases Emission Right

Greenhouse Gases Emission Right consists of emission allowances, which are allocated from the government free of charge or purchased from the market. The cost includes any directly attributable costs incurred during the normal course of business.

Emission rights held for the purpose of performing the obligation is classified as intangible asset and is initially measured at cost and after initial recognition are carried at cost less accumulated impairment losses. Emission rights held for short-swing profits are classified as current asset and are measured at fair value with any changes in fair value recognized as profit or loss in the respective reporting period.

The Group derecognizes an emission right asset when the emission allowance is unusable, disposed or submitted to government in which the future economic benefits are no longer expected to be probable.

(b)    Emission liability

Emission liability is a present obligation of submitting emission rights to the government with regard to emission of greenhouse gas. Emission liability is recognized when it is probable that outflows of resources will be required to settle the obligation and the costs required to perform the obligation are reliably estimable. Emission liability is an amount of estimated obligations for emission rights to be submitted to the government for the

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

performing period. The emission liability is measured based on the expected quantity of emission for the performing period in excess of emission allowance in possession and the unit price for such emission rights in the market at the end of the reporting period.

(19)    Foreign currencies

(a)    Foreign currency transactions

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies are retranslated to the functional currency using the reporting date’s exchange rate.Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined.

Foreign currency differences arising on the settlement or retranslation of monetary items are recognized in profit or loss, except for differences arising on the retranslation of the net investment in a foreign operation, which are recognized in other comprehensive income. When a gain or loss on anon-monetary item is recognized in other comprehensive income, any exchange component of that gain or loss is recognized in other comprehensive income. Conversely, when a gain or loss on anon-monetary item is recognized in profit or loss, any exchange component of that gain or loss is recognized in profit or loss.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

(b)    Foreign operations

If the presentation currency of the Group is different from a foreign operation’s functional currency, the financial statements of the foreign operation are translated into the presentation currency using the following methods:

The assets and liabilities of foreign operations, whose functional currency is not the currency of a hyperinflationary economy, are translated to presentation currency at exchange rates at the reporting date. The income and expenses of foreign operations are translated to functional currency at exchange rates at the dates of the transactions. Foreign currency differences are recognized in other comprehensive income.

Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of assets and liabilities arising on the acquisition of that foreign operation is treated as assets and liabilities of the foreign operation. Thus they are expressed in the functional currency of the foreign operation and translated at exchange rates at the reporting date.

When a foreign operation is disposed of, the relevant amount in the translation is transferred to profit or loss as part of the profit or loss on disposal. On the partial disposal of a subsidiary that includes a foreign operation, the relevant proportion of such cumulative amount is reattributed tonon-controlling interest. In any other partial disposal of a foreign operation, the relevant proportion is reclassified to profit or loss.

(20)    Equity capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of ordinary shares is recognized as a deduction from equity, net of any tax effects.

When the Group repurchases its share capital, the amount of the consideration paid is recognized as a deduction from equity and classified as treasury shares. The profits or losses from the purchase, disposal, reissue, or retirement of treasury shares are not recognized as current profit or loss. If the Group acquires and retains treasury shares, the consideration paid or received is directly recognized in equity.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(21)    Share-based payment

The Group has granted shares or share options to its employees. For equity-settled share-based payment transactions, the Group measures the goods or services received, and the corresponding increase in equity as a capital adjustment at the fair value of the goods or services received, unless that fair value cannot be estimated reliably. If the Group cannot reliably estimate the fair value of the goods or services received, the Group measures their value, and the corresponding increase in equity, indirectly, by reference to the fair value of the equity instruments granted. If the fair value of the equity instruments cannot be estimated reliably at the measurement date, the Group measures them at their intrinsic value and recognizes the goods or services received based on the number of equity instruments that ultimately vest.

For cash-settled share-based payment transactions, the Group measures the goods or services acquired and the liability incurred at the fair value of the liability. Until the liability is settled, the Group remeasures the fair value of the liability at each reporting date and at the date of settlement, with changes in fair value recognized in profit or loss for the period.

(22)    Revenue

Revenue from the sale of goods, rendering of services or use of assets is measured at the fair value of the consideration received or receivable, net of returns, trade discounts and volume rebates.

(a)     Sale of goods

Revenue is recognized when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement with the goods, and the amount of revenue can be measured reliably.

(b)     Sale of services

Revenue from services rendered is recognized in profit or loss in proportion to the stage of completion of the transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.

(22)(23)     Finance income and finance expenses

Finance income comprises interest and dividend income on funds invested (includingavailable-for-sale financial assets), gains on the disposal ofavailable-for-sale financial assets, and changes in the fair value of

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

financial instruments at fair value through profit or loss. Interest income is recognized as it accrues in profit or loss, using the effective interest rate method. Dividend income is recognized in profit or loss on the date that the Group’s right to receive dividend is established.

Finance expenses comprise interest expense on borrowings, unwinding of the discount on provisions, and changes in the fair value of financial instruments at fair value through profit or loss. Interest expense on borrowings and debentures are recognized in profit or loss using the effective interest rate method.

(23)(24)     Income taxes

Income tax expense comprises current and deferred tax. Current and deferred tax are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive income.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(a)     Current tax

Current tax is the expected tax payable or refundable on the taxable profit or loss for the year, using tax rates enacted or substantively enacted at the end of the reporting period and any adjustment to tax payable in respect of previous years. The taxable profit is different from the accounting profit for the period since the taxable profit is calculated excluding the temporary differences, which will be taxable or deductible in determining taxable profit (tax loss) of future periods, andnon-taxable ornon-deductible items from the accounting profit. The tax expense is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period.

(b)     Deferred tax

Deferred tax is recognized, using the asset-liability method, in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

The Group recognizes a deferred tax liability for all taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures except to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. The Group recognizes deferred tax assets for all deductible temporary differences including unused tax loss and tax credit to the extent that it is probable that the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

The carrying amount of a deferred tax asset is reviewed at the end of each reporting period and reduces the carrying amount to the extent that it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilized.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if there is a legally enforceable right to offset the related current tax liabilities and assets, and they relate to income taxes levied by the same tax authority and they intend to settle current tax liabilities and assets on a net basis. If there are any additional income tax expense incurred in accordance with dividend payments, such income tax expense is recognized when liabilities relating to the dividend payments are recognized.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

3.    Significant Accounting Policies,  continued

(24)(25)     Earnings per share

The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Parent Company by the weighted average number of ordinary shares outstanding during the period, adjusted for own shares held. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted average number of outstanding ordinary shares, outstanding, adjusted for own shares held, for the effects of all dilutive potential ordinary shares including convertible notes.

(25)(26)     Change in Accounting Policies

The Group adopted the amendments to IAS 7 ‘Statement of Cash Flows‘ in the period beginning January 1, 2017. The amendment requires the Group to provide disclosures that enable users of financial statements to evaluate

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

changes in liabilities arising from financing activities, including both changes arising from cash flows andnon-cash changes. The Group has disclosed the reconciliation of the opening and closing balances of liabilities arising from financing activities including changes from financing cash flows; changes arising from obtaining or losing control of subsidiaries or other businesses; the effect of changes in foreign exchange rates; changes in fair values; and other changes in note 33.

(27)     Standards issued but not yet adopted

A number ofThe following new standards, and amendments to standards are effective for annual periods beginning after January 1, 2015. The2017 and earlier application is permitted; however, the Group has not early adopted the following new or amended standardsthem in preparing these consolidated financial statements.

(a)    IFRS 9, ‘Financial Instruments’Financial Instruments

IFRS 9, published in July 2014, replaces the existing guidance in IAS 39, ‘Financial Instruments: Recognition and Measurement’. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9Financial Instruments’ is effective for annual reporting periods beginning on or after January 1, 2018, with earlyearlier adoption permitted.

It replaces existing guidance in IAS 39, ‘Financial Instruments: Recognition and Measurement’. The Group isplans to adopt IFRS 9 for the year beginning on January 1, 2018.

IFRS 9 will generally be applied retrospectively; however, the Group plans to take advantage of the exemption allowing it not to restate the comparative information for prior periods with respect to classification and measurement (including impairment) changes. New hedge accounting requirements will generally be applied prospectively except for certain exemptions including the accounting for the time value of options.

Key features of the new standard, IFRS 9, are 1) classification and measurement of financial assets that reflects the business model in which the assets are managed and their cash flow characteristics, 2) impairment methodology that reflects ‘expected credit loss’ (ECL) model for financial assets, and 3) expanded scope of hedged items and hedging instruments which qualify for hedge accounting and changes in assessment method for effect of hedging relationships.

IFRS 9 will require the Group to assess the financial impact from application of IFRS 9 and revise its accounting processes and internal controls related to financial instruments. Actual impact of adopting IFRS 9 will be dependent on the financial instruments the Group holds and economic conditions at that time as well as accounting policy elections and judgment that it will make in the processfuture.

During the year ended December 31, 2017, the Group assessed the impacts of assessingadoption of IFRS 9 on its consolidated financial statements, the accounting system and the internal controls. The potential general impact on its consolidated financial statements resulting from the application of new standard are as follows:

(i)    Classification and measurement of financial assets

Under IFRS 9.9, financial assets are classified into three principal categories; measured at amortized cost, fair value through other comprehensive income (FVOCI) and fair value through profit or loss (FVTPL) based on the business model in which assets are managed and their cash flow characteristics, as detailed in the below table.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

Under IFRS 9, derivatives embedded in hybrid contracts where the host is a financial asset are not bifurcated. Instead, the hybrid financial instrument as a whole is assessed for classification.

Business model

Contractual cash flows are

solely payments of

principal and interests

All other cases

To collect contractual cash flows

At amortized cost1

Both to collect contractual cash flows and sell financial assets

At FVOCI1FVTPL2

For trading, and others

At FVOCI

1The Group may irrevocably designate as at FVTPL to eliminate or significantly reduce an accounting mismatch.

2The Group may irrevocably designate equity investments that is not held for trading as at FVOCI.

As there are additional requirements for a financial asset to be classified as measured at amortized costs or FVOCI under IFRS 9 compared to the existing guidance in IAS 39, the adoption of IFRS 9 would potentially increase the proportion of financial assets that are measured at FVTPL, increasing volatility in the Group’s profit or loss.

As of December 31, 2017, the Group has loans and receivables amounting to ₩13,257,944 million,available-for-sale financial assets amounting to ₩43,226 million, and financial assets at fair value through profit or loss amounting to ₩929,801 million.

Under IFRS 9, a financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as at FVTPL: 1) the asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and 2) the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Under IFRS 9, a financial asset is measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL: 1) the asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and 2) the contractual terms of the financial asset give rise on specified dates to cash flow that are solely payments of principal and interest on the principal amount outstanding.

Under IFRS 9, on initial recognition of equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in fair value in OCI, and will not reclassify(recycle) the those items in OCI to profit or loss subsequently.

Under IFRS 9, a financial asset is measured at FVTPL if the contractual terms of the financial asset give rise to specified dates to cash flows that are not solely payments of principal and interest on the principal amount outstanding, the debt instrument is held within a business model whose objective is to sell the asset, or the equity instruments that are not elected to be designated as measured at FVOCI.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

Based on the evaluation to date, the expected impact on classification and measurement on financial assets that existed as of December 31, 2017 resulting from the adoption of the new standard is as follows.

  
   

Under IAS 39

  

Under IFRS 9

  Under IAS 39   Under IFRS 9 
   (In millions of won) 

Cash and cash equivalents

  Loans and receivables  Amortized cost  2,949,991    2,949,991 

Short-term financial instruments

  Financial assets at fair value through profit or loss  FVTPL   929,801    929,801 

Short-term financial instruments

  Loans and receivables  Amortized cost   4,674,862    4,674,862 

Trade receivables

  Loans and receivables  Amortized cost   5,552,795    5,552,795 

Loans and other receivables

  Loans and receivables  Amortized cost   80,023    80,023 

Other financial assets

  Loans and receivables  Amortized cost   273    273 

Available-for-sale financial assets

  Available-for-sale financial assets  FVTPL   43,226    43,226 
        
      

 

 

   

 

 

 
      14,230,971    14,230,971 
      

 

 

   

 

 

 

(ii)    Classification and measurement of financial liabilities

Under IFRS 9, the amount of change in the fair value attributable to the changes in the credit risk of the financial liabilities is presented in OCI, not recognized in profit or loss, and the OCI amount will not be reclassified (recycled) to profit or loss. However, if doing so creates or increase an accounting mismatch, the amount of change in the fair value is recognized in profit or loss.

As a portion of fair value change, which was recognized in profit or loss under the existing standard, IAS 39, will be presented in OCI under IFRS 9, profit or loss related to valuation of financial liabilities is likely to decrease. As of December 31, 2017, there was no financial liabilities measured at FVTPL.

(iii)    Impairment: Financial assets and contract assets

IFRS 9 replaces the ‘incurred loss’ model in the existing standard with a forward-looking ‘expected credit loss’ (ECL) model for debt instruments, lease receivables, contractual assets, loan commitments, financial guarantee contracts.

Under IFRS 9, impairment losses are likely to be recognized earlier than using the incurred loss model under the existing guidance in IAS 39 as loss allowances will be measured on either of the12-month or lifetime ECL based on the extent of increase in credit risk since inception as shown in the below table.

Classification1

Loss allowances

Stage 1

Credit risk has not increased

significantly since the initial

recognition2

12-month ECL: ECLs that resulted from possible default events within the 12 months after the reporting date

Stage 2

Credit risk has increase significantly

since the initial recognition

Lifetime ECL: ECL that resulted from all possible default events over the expected life of a financial instrument

Stage 3

Credit-impaired

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

1Under IFRS 15, for trade receivables and contract assets arising with no significant credit risk, loss allowances are recognized at an amount equal to lifetime expected credit losses. However, for trade receivables and contract assets with a significant financing component arising under IFRS 15, the Group may choose as its accounting policy to recognize loss allowances at an amount equal to lifetime expected credit losses. In addition, for receivables under lease arrangement, the Group may choose to recognize loss allowances at an amount equal to lifetime expected credit losses.

2The Group may determine that a financial asset’s credit risk has not increased significantly if the asset has low credit risk at the end of reporting period.

Under IFRS 9, financial assets of which the credit was impaired at the initial recognition, cumulative changes in lifetime ECL since the initial recognition are recognized as loss allowances.

As of December 31, 2017, the Group has financial instruments (loans and receivables) measured at amortized cost amounting to ₩13,260,404 million, and has recognized loss allowances for ₩2,460 million.

Upon adoption of IFRS 9, the Group expects to measure the loss allowance based on the amount of expected credit losses over the entire period for trade receivables, contract assets and lease receivables that have significant financial elements. In addition, the Group plans to use the practical expedient by considering that the financial assets’ credit risks had not increased significant from initial recognition through January 1, 2018.

(b)    IFRS 15, Revenue from Contracts from Customers

IFRS 15 ‘Revenue from Contracts from Customers’, published in May 2014, is effective for annual periods beginning on or after January 1, 2018, with Customers’

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognized.earlier adoption permitted. It replaces existing revenue recognition guidance, including IAS 18 ‘Revenue’,Revenue, IAS 11 ‘Construction Contracts’ andConstruction Contracts, SIC 31 Revenue- Barter transactions involving advertising services, IFRIC 13 ‘CustomerCustomer Loyalty Programmes’.Programs, IFRIC 15 Agreements for the Construction of Real Estate, IFRIC 18 Transfers of Assets from Customers. The Group plans to adopt IFRS 15 in its consolidated financial statements for the year beginning on January 1, 2018, and in regards with transition to IFRS 15, the Group has decided to apply the cumulative effect method, i.e. recognizing the cumulative effect of applying IFRS 15 at the date of initial application, which is January 1, 2018, without restatement of the comparative periods presented. In doing so, the Group also decided to apply the practical expedients as allowed by IFRS 15 by applying the new standard only to those contracts that are not considered as completed contracts at the date of initial application.

Existing IFRS standards and interpretations including IAS 18 provide revenue recognition guidance by transaction types such as sales of goods, rendering of services, interest income, royalty income, dividend income and construction revenue; however, under the new standard, IFRS 15, the five-step approach (Step 1: Identify the contract(s) with a customer, Step 2: Identify the performance obligations in the contract, Step 3: Determine the transaction price, Step 4: Allocate the transaction price to the performance obligations in the contract, Step 5: Recognize revenue when the entity satisfied a performance obligation) is applied for all types of contracts or agreements.

The Group established a separate task force team to prepare for the adoption of IFRS 15 during the year ended December 31, 2017. The Group analyzed the revenue transactions of the Group with assistance from external professional accounting advisory firm and IT system service advisors, improved the internal control processes and established the related financial reporting system. As the adoption of IFRS 15 is effective for annual reporting periods beginningexpected to affect not only the accounting function, but also overall business practices including product sales strategy and business behavior, the Group are in the process of training employees on or after January 1, 2018, with earlythe changes as a result of the adoption permitted.of the new standard. The adoption plan and progress status of the new standard are reported to management on a regular basis. The information of expected impacts upon adoption of IFRS 15 disclosed herein is subject to change as management obtains new information and completes its transition efforts.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(i)    Identification of performance obligations in the contract

The Group is engaged in the processresearch and development, manufacture, distribution and sales of assessingsemiconductor products (DRAM, NAND flash and others), which generates a substantial portion of the potentialconsolidated revenue.

When applying IFRS 15, ① sales of products and ② delivery of products (i.e. shipping service) are identified as separate performance obligations in the contracts with customers. However, for transactions for which the shipping terms are on delivery basis, which is the Group’s most common transaction term, those two performance obligations are not separately identified as the control over the products is transferred upon the completion of delivery. However, for the export transactions for which the shipping terms are on shipment basis(“C-terms”) and the customer pays shipping costs or insurance premiums, the two performance obligations are separately accounted for because delivery of products is performed after the control over the products is transferred to the customer. The transaction price allocated to the performance obligation of delivery service will be recognized when the obligation of delivery of the product is completed.

In estimating the financial impact of the Group in connection with the adoption of IFRS 15, the Group’s revenue in relation to the performance obligation of delivery of products underC-terms is expected to be deferred, however, the impact is not expected to be material.

(ii)    Performance obligations that are satisfied over time: Foundry service

SK hynix system ic Inc., a subsidiary of the Parent Company, is engaged in providing foundry services to semi-conductor manufacturers and the period from the receipt of the customer’s order to the completion of production and delivery is generally within two months. Under the current standards, the Group recognized revenue upon the completion of delivery of items produced and the revenue recognized ₩116,083 million for the year ended December 31, 2017.

According to IFRS 15, the revenue in connection with the above transactions can be recognized over time under completion of percentage method when the produced items do not have any alternative use to the Group and the Group has an enforceable right to payment for performance completed to date.

Based on the result of analysis for the contract conditions for foundry services and any past experience in which the Group billed intermediate payments for services performed on unfinished items, management of the Group does not believe enforceable right to payment existed for the services performed on partially completed items. Therefore, in connection with the adoption of IFRS 15, the Group does not expect any financial impact in relation to the above foundry service performance obligation that is satisfied over time.

(iii)    Variable consideration

In general, the Group’s contract with customers allows a customer to return the products. Under IFRS 15, the Group initially recognizes revenue, which is measured at the gross transaction price, less the expected level of returns using the guidance on estimating variable considerations and the constraint. The expected level of returns is estimated by using the method the Group expects to better predict the amount of consideration to which it will be entitled. Also, the Group includes an amount of variable consideration in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the return period expires. The Group recognizes the amounts received or receivable for which the Group does not expect to be entitled as a refund liability.

Based on the evaluation to date, upon adoption of IFRS 15 on January 1, 2018, the Group’s provisions are expected to decrease by ₩30,672 million and Group’s other current assets and other current liabilities are expected to increase by ₩17,884 million and ₩48,556 million, respectively.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

3.    Significant Accounting Policies,  continued

(iv)    Allocation of the transaction price to performance obligations

In applying IFRS 15, the Group allocates the transaction price to each performance obligation on a relative stand-alone selling price basis. To estimate the stand-alone selling price, ‘adjusted market assessment approach’ will be used; however, for certain transactions, ‘expected cost plus a margin approach’ will be used under exceptional cases.

(v)    The adoption of IFRS 15 does not have any impact on itsthe Group’s consolidated financial statements resulting from the application of IFRS 15.cash

flows.

(c)    IFRS 16, ‘Leases’Leases

IFRS 16 published in January 2016, replaces the existing guidance in IAS 17, Leases. IFRS 16 eliminates the current dual accounting model for lessees, which distinguishes between on-balance sheet finance leases and off-balance sheet operating leases. Instead, there is a single, on-balance sheet accounting model that is similar to current finance lease accounting. IFRS 16‘Leases’ is effective for annual reporting periods beginning on or after January 1, 2019, with early adoption permitted. IFRS 16 replaces existing leases guidance including IAS 17,Leases, IFRIC 4,Determining whether an Arrangement contains a Lease, SIC 15,Operating Leases—Incentives and SIC 27,Evaluating the Substance of Transactions Involving the Legal Form of a Lease.

IFRS 16 provides a single model where leasee recognize assets and liabilities in relation with lease contract on financial statements. Lessee recognizes aright-of-use asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. However, there are optional exemptions for short-term leases and leases of low value items. Lessor accounting remains similar to the current standard of IAS 17.

The Group started initial assessment on the adoption of IFRS 16, however more detailed assessment has not been conducted. The actual financial impact at the date of initial adoption when IFRS 16 is applied is determined by a future economic environments at the date of initial application such as the borrowing interest rate and a portfolio of lease contracts as of January 1, 2019, execution of lease renewal option and coverage in use of a practical expedient and lease recognition exemption and others.

Based on the evaluation to date, the most significant impact identified is that the Group shall recognize assets and liabilities for the warehouses and manufacturing facilities used under an operating lease.

As a result of the adoption of IFRS 16, the nature of costs in relation with leases will be changed as the operating lease expenses previously recognized on a straight-line basis will be changed to depreciation expenses ofright-of-use assets and interest expenses of lease liabilities.

(i)    Determining whether arrangement contains a lease

There are certain arrangements, which are not in the processlegal form of assessinga lease but determined to contain lease under IFRIC 4. In applying IFRS 16, the potential impact on its consolidated financial statements resulting fromGroup may elect either:

applying the applicationdefinition of lease under IFRS 16.16 for the Group’s entire lease contracts; or

applying a practical expedient that the Group does not reassess whether an arrangement is, or contains, a lease

The Group plans to apply the practical expedient that maintains the definition of lease for the lease contracts existing at the date of initial application. When the practical expedient is applied, leases contracted before January 1, 2019 and identified as a lease under IAS 17 or IFRIC 4 are accounted for by applying IFRS 16 without reassessing whether the contracts satisfy the definition of lease under the new standard.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

3.    Significant Accounting Policies,  continued

 

(ii)    Transition

As a lessee, the Group can apply the IFRS 16 using either:

a full retrospective approach; or

a modified retrospective approach with a practical expedient.

Lessee should apply one of the approach consistently for lessee’s entire lease contracts. Modified retrospective approach requires the lessee to recognize the cumulative effect of initial application in retained earnings as of January 1, 2019 and the comparative financial statement will not be restated.

When modified retrospective approach is applied for the lease contracts classified as an operating lease under IAS 17, leasee may elect the application of various practical expedients for each existing lease contracts at the date of adoption of the standard. The Group is assessing the financial impact when the practical expedient is applied.

4.     Geographic, Product and Customer Information

The Group has a single reportable segment that is engaged in the manufacture and sale of semiconductor products. The management of the Group reviews the operation result of the semiconductor business for reporting information used and reviewed when establishing the Group’s business strategy.

(1) Details of the Group’s revenue for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

   2015   20141   20131 
   (In millions of won) 

Sale of goods

  18,739,177     17,054,031     14,093,027  

Sale of services

   58,821     71,535     72,075  
  

 

 

   

 

 

   

 

 

 
  18,797,998     17,125,566     14,165,102  
  

 

 

   

 

 

   

 

 

 

1

Sale of service for the year ended December 31, 2014 amounting to ₩40,432 million (2013: ₩4,606 million) was reclassified to sale of goods to conform with the classification for the year ended December 31, 2015.

   2017   2016   2015 
   (In millions of won) 

Sale of goods

  30,035,297    17,146,961    18,739,177 

Sale of services

   74,137    51,014    58,821 
  

 

 

   

 

 

   

 

 

 
  30,109,434    17,197,975    18,797,998 
  

 

 

   

 

 

   

 

 

 

(2) Details of the Group’s revenue by product and service types for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

DRAM

  14,045,339     13,311,628     10,211,993    22,887,259    12,340,767    14,045,339 

NAND Flash

   4,148,315     3,320,658     3,391,561     6,648,748    4,347,535    4,148,315 

Other

   604,344     493,280     561,548     573,427    509,673    604,344 
  

 

   

 

   

 

   

 

   

 

   

 

 
  18,797,998     17,125,566     14,165,102    30,109,434    17,197,975    18,797,998 
  

 

   

 

   

 

   

 

   

 

   

 

 

(3) The Group’s revenue information by region based on the location of selling entities for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

Korea

  1,204,642     1,179,949     1,105,083    1,207,464    1,099,426    1,204,642 

China

   4,496,357     3,825,747     3,038,355     10,074,686    5,960,235    4,496,357 

Taiwan

   1,899,649     2,155,005     1,765,343     2,626,577    1,732,573    1,899,649 

Asia (other than China and Taiwan)

   2,536,009     2,482,716     1,986,394     3,574,788    2,165,201    2,536,009 

U.S.A.

   7,549,622     6,359,461     5,191,619     11,063,503    5,397,944    7,549,622 

Europe

   1,111,719     1,122,688     1,078,308     1,562,416    842,596    1,111,719 
  

 

   

 

   

 

   

 

   

 

   

 

 
  18,797,998     17,125,566     14,165,102    30,109,434    17,197,975    18,797,998 
  

 

   

 

   

 

   

 

   

 

   

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

4.     Geographic, Product and Customer Information,  continued

 

(4) The Group’snon-current assets (excluding financial assets, equity-accountedloans and other receivables, equity-accounted- investees and deferred tax assets) information by region based on the location of subsidiaries as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   2017   2016 
  (In millions of won)   (In millions of won) 

Korea

  15,648,779     12,356,735    23,959,991    18,078,337 

China

   3,208,908     3,255,550     2,768,494    2,805,712 

Taiwan

   7,007     5,831     5,752    6,835 

Asia (other than China and Taiwan)

   770     798     1,100    1,522 

U.S.A.

   365,024     333,908     318,567    364,188 

Europe

   8,874     11,124     8,560    9,374 
  

 

   

 

   

 

   

 

 
  19,239,362     15,963,946    27,062,464    21,265,968 
  

 

   

 

   

 

   

 

 

(5) Revenue from customer A and B each constitutesconstituting more than 10% of the Group’s consolidated revenue for the year ended December 31, 20152017 amounts to ₩3,485,795₩4,113,904 million (2014: ₩2,959,663(2016: ₩2,195,935 million, 2013: ₩2,457,8672015: ₩3,485,795 million) and revenue from customer B constituting more than 10% of the Group’s consolidated revenue for the year ended December 31, 2017 amounted to ₩3,690,504 million (2016: ₩1,503,256 million, 2015: ₩2,078,835 million,million), respectively.

5.     Categories of Financial Instruments

(1) Categories of financial assets as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Financial
assets at fair
value through
profit or loss
   Available-
for-sale
financial
assets
   Loans and
receivables
   Total   Financial assets
at fair value
through profit
or loss
   Available-
for-sale
financial
assets
   Loans and
receivables
   Total 
  (In millions of won)   (In millions of won) 

Cash and cash equivalents

            1,175,719     1,175,719            2,949,991    2,949,991 

Short-term financial instruments

   1,047,277          2,568,277     3,615,554     929,801        4,674,862    5,604,663 

Trade receivables

             2,628,448     2,628,448             5,552,795    5,552,795 

Loans and other receivables

             124,532     124,532             80,023    80,023 

Other financial assets

             430     430             273    273 

Available-for-sale financial assets

        131,354          131,354         43,226        43,226 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  1,047,277     131,354     6,497,406     7,676,037    929,801    43,226    13,257,944    14,230,971 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

5.     Categories of Financial Instruments,  continued

   2014 
   Financial
assets at fair
value through
profit or loss
   Available-
for-sale
financial
assets
   Loans and
receivables
   Total 
   (In millions of won) 

Cash and cash equivalents

            436,761     436,761  

Short-term financial instruments

   1,842,020          1,775,994     3,618,014  

Trade receivables

             3,732,926     3,732,926  

Loans and other receivables

             750,518     750,518  

Other financial assets

             323     323  

Available-for-sale financial assets

        127,314          127,314  
  

 

 

   

 

 

   

 

 

   

 

 

 
  1,842,020     127,314     6,696,522     8,665,856  
  

 

 

   

 

 

   

 

 

   

 

 

 

   2016 
   Financial
assets at fair
value through
profit or loss
   Available-
for-sale
financial
assets
   Loans and
receivables
   Total 
   (In millions of won) 

Cash and cash equivalents

          613,786    613,786 

Short-term financial instruments

   1,570,172        1,951,721    3,521,893 

Trade receivables

           3,251,652    3,251,652 

Loans and other receivables

           65,101    65,101 

Other financial assets

           423    423 

Available-for-sale financial assets

       147,779        147,779 
  

 

 

   

 

 

   

 

 

   

 

 

 
  1,570,172    147,779    5,882,683    7,600,634 
  

 

 

   

 

 

   

 

 

   

 

 

 

(2) Categories of financial liabilities as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Financial liabilities
at fair value through
profit or loss
   Financial liabilities
measured at
amortized cost
   Total   Financial liabilities
at fair value through
profit or loss
   Financial liabilities
measured at
amortized cost
   Total 
  (In millions of won)   (In millions of won) 

Trade payables

       791,373     791,373        758,578    758,578 

Other payables

        1,337,803     1,337,803         2,724,547    2,724,547 

Other non-trade payables1

        1,091,062     1,091,062         1,343,637    1,343,637 

Borrowings

        3,818,595     3,818,595         4,171,270    4,171,270 

Other financial liabilities

   683          683  
  

 

   

 

   

 

   

 

   

 

   

 

 
  683     7,038,833     7,039,516        8,998,032    8,998,032 
  

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2016 
  Financial liabilities
at fair value through
profit or loss
   Financial liabilities
measured at
amortized cost
   Total   Financial liabilities
at fair value through
profit or loss
   Financial liabilities
measured at

amortized cost
   Total 
  (In millions of won)   (In millions of won) 

Trade payables

       787,822     787,822        696,144    696,144 

Other payables

        1,358,816     1,358,816         1,606,417    1,606,417 

Other non-trade payables1

        1,315,903     1,315,903         712,580    712,580 

Borrowings

        4,174,759     4,174,759         4,335,978    4,335,978 

Other financial liabilities

   738          738     288        288 
  

 

   

 

   

 

   

 

   

 

   

 

 
  738     7,637,300     7,638,038    288    7,351,119    7,351,407 
  

 

   

 

   

 

   

 

   

 

   

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

5.     Categories of Financial Instruments,  continued

 

1 

Details of othernon-trade payables as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   2017   2016 
  (In millions of won)   (In millions of won) 

Current

      

Accrued expenses

  1,001,171     1,182,956    1,340,225    685,154 

Non-current

        

Rent deposits payable

   3,412    2,554 

Long-term other payables

   87,036     130,566         24,872 

Rent deposits payable

   2,855     2,357  

Long-term accrued expenses

        24  
  

 

   

 

   

 

   

 

 
   89,891     132,947     3,412    27,426 
  

 

   

 

   

 

   

 

 
  1,091,062     1,315,903    1,343,637    712,580 
  

 

   

 

   

 

   

 

 

(3) Finance incomeDetails of gain and expensesloss on financial assets and liabilities by categoriescategory for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

   2015  2014  2013 
   (In millions of won) 

Loans and receivables

    

Interest income

  40,715    50,804    59,262  

Foreign exchange differences

   300,163    200,390    (61,819

Reversal of impairment (loss)

   82    (5,463  2,250  
  

 

 

  

 

 

  

 

 

 
   340,960    245,731    (307
  

 

 

  

 

 

  

 

 

 

Available-for-sale financial assets

    

Other comprehensive loss

           (966

Gain on disposal

       6,553    205  

Dividend income

   1,265    1,233    2,381  
  

 

 

  

 

 

  

 

 

 
   1,265    7,786    1,620  
  

 

 

  

 

 

  

 

 

 

Held-to-maturity financial assets

    

Interest income

       1,318    853  

Financial assets at fair value through profit or loss

    

Interest income

           6,296  

Gain on valuation

   2,280    6,920      

Gain from derivative instruments

           73  

Gain on disposal

   33,814    28,493      
  

 

 

  

 

 

  

 

 

 
   36,094    35,413    6,369  
  

 

 

  

 

 

  

 

 

 

Financial liabilities measured at amortized cost

    

Interest expenses

   (118,505  (170,363  (256,623

Loss on redemption of debentures

       (2,924    

Foreign exchange differences

   (242,532  (71,870  169,509  
  

 

 

  

 

 

  

 

 

 
   (361,037  (245,157  (87,114
  

 

 

  

 

 

  

 

 

 

Financial liabilities at fair value through profit or loss

    

Loss from derivative instruments

   (361  (171,754  (93,546
  

 

 

  

 

 

  

 

 

 
  16,921    (126,663  (172,125
  

 

 

  

 

 

  

 

 

 
(a) profit or loss

   2017  2016  2015 
   (In millions of won) 

Loans and receivables

    

Interest income

  54,275   34,174   40,715 

Foreign exchange differences

   (679,287  167,736   300,163 

Reversal of impairment

   2,119   5,617   82 
  

 

 

  

 

 

  

 

 

 
   (622,893  207,527   340,960 
  

 

 

  

 

 

  

 

 

 

Available-for-sale financial assets

    

Dividend income

   13   18   1,265 

Gain on disposal

   30,920       
  

 

 

  

 

 

  

 

 

 
   30,933   18   1,265 
  

 

 

  

 

 

  

 

 

 

Financial assets at fair value through profit or loss

    

Gain on valuation

   1,399   1,133   2,280 

Gain on disposal

   15,754   15,348   33,814 
  

 

 

  

 

 

  

 

 

 
   17,153   16,481   36,094 
  

 

 

  

 

 

  

 

 

 

Financial liabilities measured at amortized cost

    

Interest expenses

   (123,918  (120,122  (118,505

Foreign exchange differences

   447,707   (129,670  (242,532
  

 

 

  

 

 

  

 

 

 
   323,789   (249,792  (361,037
  

 

 

  

 

 

  

 

 

 

Financial liabilities at fair value through profit or loss

    

Gain on valuation from derivative instruments

      395   25 

Loss on transaction from derivative instruments

   (11  (448  (386
  

 

 

  

 

 

  

 

 

 
   (11  (53  (361
  

 

 

  

 

 

  

 

 

 
  (251,029  (25,819  16,921 
  

 

 

  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

5.     Categories of Financial Instruments,  continued

 

(b) Other comprehensive income

   2017  2016   2015 
   (In millions of won) 

Loss on valuation ofavailable-for-sale financial assets , net of tax

  (10,735       

6.    Financial Risk Management

(1)    Financial risk management

The Group’s activities are exposed to a variety of financial risks: market risk (including currencyforeign exchange risk, interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures.

Risk management is carried out by the Parent Company’s corporate finance division in accordance with policies approved by the board of directors. The Parent Company’s corporate finance division identifies, evaluates and hedges financial risks in close cooperation with the Group’s operating units. The board of directors provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, and credit risk; use of derivative financial instruments andnon-derivative financial instruments; and the investment of excess liquidity.

(a)    Market risk

(i)    Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar, Euro and Japanese Yen. Foreign exchange risk arises from future commercial transactions; recognized assets and liabilities in foreign currencies; and net investments in foreign operations.

Monetary foreign currency assets and liabilities as of December 31, 20152017 are as follows:

 

  Assets   Liabilities   Assets   Liabilities 
  Foreign
currencies
   Korean won
equivalent
   Foreign
currencies
   Korean won
equivalent
   Foreign
currencies
   Korean won
equivalent
   Foreign
currencies
   Korean won
equivalent
 
  (In millions of won and millions of foreign currencies)   (In millions of won and millions of foreign currencies) 

USD

   4,299    5,038,126     3,261    3,821,703     11,622   12,452,053    5,182   5,551,604 

EUR

        115     148     189,031     18    22,871    91    116,751 

JPY

   6,194     60,204     37,445     363,967     1,659    15,746    64,691    613,991 

As of December 31, 2015, effects2017, the impacts from foreign exchange risks on profit before income tax as a result ofeach monetary foreign currency assets and liabilities assuming change in exchange rate by 10% are as follows:

 

  If increased by 10% If decreased by 10%   If increased by 10% If decreased by 10% 
  (In millions of won)   (In millions of won) 

USD

  121,642    (121,642   690,045  (690,045

EUR

   (18,892  18,892     (9,388 9,388 

JPY

   (30,376  30,376     (59,825 59,825 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

6.    Financial Risk Management,  continued

(ii)    Interest rate risk

Interest rate risk of the Group is defined as the risk that the interest expenses arising from borrowings will fluctuate because of changes in future market interest rate. The interest rate risk mainly arises through floating rate borrowings, and is partially offset by interests received from floating rate financial assets.

The Group manages its interest rate risk by using floating-to-fixed interest rate swaps. Such interest rate swaps have the economic effect of converting borrowings from floating rates to fixed rates. Generally, the Group raises long-term borrowings at floating rates and swaps them into fixed rates. Under the interest rate swaps, the Group agrees with other parties to exchange, at specified intervals (primarily quarterly), the difference between interests of fixed rates and floating rates, which are calculated based on the agreed notional amounts.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

6.    Financial Risk Management,  continued

As of December 31, 2015,2017, the Group is partially exposed to a risk of increase in interest rates. If interest rates on borrowings were 100 basis points higher/lower with all other variables held constant, profit before income tax for the following year would be ₩17,771₩20,571 million (2014: ₩15,267(2016: ₩22,277 million) lower/higher, mainly as a result of higher/lower interest expense on floating rate borrowings and interest income on floating rate financial assets.

(iii)    Price risk

AsThe Group invests in equity and debt securities resulted from its business needs and the purpose of liquidity management. The Group’s equity and debt securities are exposed to price risk as of December 31, 2015, there are no available-for-sale equity securities measured at fair value held by the Group. Accordingly, the Group is not exposed to any equity securities price risk.2017.

(b)    Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises mainly from operating and investing activities. In order to manage credit risk, the Group periodically evaluates the creditworthinesscredit worthiness of each customer or counterparty through the analysis of its financial information, historical transaction records and other factors, based on which the Group establishes credit limits for each customer or counterparty.

(i)    Trade and other receivables

For each new customer, the Group individually analyzes its credit worthiness before standard payment and delivery terms and conditions are offered. In addition, the Group is consistently managing trade and other receivables by reevaluating the customer’s credit worthiness and securing collaterals in order to limit its credit risk exposure.

The Group reviews at the end of each reporting period whether trade and other receivables are impaired and maintains credit insurance policies to manage credit risk exposure from oversea customers. The maximum exposure to credit risk as of December 31, 20152017 is the carrying amount of trade and other receivables.

(ii)    Other financial assets

Credit risk also arises from other financial assets such as cash and cash equivalents; short-term financial instruments; and deposits with banks and financial institutions as well as short-term and long-term loans mainly due to the bankruptcy of each counterparty to those financial assets. The maximum exposure to credit risk as of December 31, 20152017 is the carrying amount of those financial assets. The Group transacts only with banks and financial institutions with high credit ratings, including Shinhan Bank, and accordingly management does not expect any losses fromnon-performance by these counterparties.

(c)     Liquidity risk

Liquidity risk is defined as the risk that the Group is unable to meet its short-term payment obligations on time due to deterioration of its business performance or inability to access financing. The Group forecasts its cash flow and liquidity status and sets action plans on a regular basis to manage liquidity risk proactively.

The Group invests surplus cash in interest-bearing current accounts, time deposits, demand deposits, marketable available-for-sale securities, choosing instruments with appropriate maturities or sufficient liquidity to provide sufficient head-room as determined by the above-mentioned forecasts.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

6.    Financial Risk Management,  continued

 

Contractual maturities of financial liabilities as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Less than
1 year
   1 - 2 years   2 - 5 years   More than
5 years
   Total   Less than 1
year
   1 - 2 years   2 - 5 years   More
than 5
years
   Total 
  (In millions of won)   (In millions of won) 

Borrowings (other than finance lease liabilities)

  1,012,385     735,424     2,025,522     156,995     3,930,326    732,902    1,155,876    2,248,059    81,038    4,217,875 

Finance lease liabilities

   98,927     26,654     16,050     24,075     165,706     10,773    10,773    32,254    34,748    88,548 

Trade payables

   791,373                    791,373     758,578                758,578 

Other payables

   1,346,469                    1,346,469     2,724,885                2,724,885 

Other non-trade payables

   1,001,077     83,536     10,877          1,095,490     1,317,032        3,412        1,320,444 

Derivatives

   683                    683  

Financial guarantee contract

   8                    8     8                8 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  4,250,922     845,614     2,052,449     181,070     7,330,055    5,544,178    1,166,649    2,283,725    115,786    9,110,338 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  2014 
  Less than
1 year
   1 - 2 years   2 - 5 years   More than
5 years
   Total 
  (In millions of won) 

Borrowings (other than finance lease liabilities)

  1,765,674     795,191     1,675,663          4,236,528  

Finance lease liabilities

   106,318     92,024     24,253          222,595  

Trade payables

   787,822                    787,822  

Other payables

   1,369,959                    1,369,959  

Other non-trade payables

   1,182,957     78,625     54,297          1,315,879  

Derivatives

   738                    738  

Financial guarantee contract

   27                    27  
  

 

   

 

   

 

   

 

   

 

 
  5,213,495     965,840     1,754,213          7,933,548  
  

 

   

 

   

 

   

 

   

 

 

   2016 
   Less than 1
year
   1 - 2
years
   2 - 5 years   More than
5 years
   Total 
   (In millions of won) 

Borrowings (other than finance lease liabilities)

  785,989    706,827    2,853,218    235,562    4,581,596 

Finance lease liabilities

   27,043    5,350    16,050    18,725    67,168 

Trade payables

   696,144                696,144 

Other payables

   1,610,757                1,610,757 

Othernon-trade payables

   667,485    25,224    2,554        695,263 

Derivatives

   288                288 

Financial guarantee contract

   8                8 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  3,787,714    737,401    2,871,822    254,287    7,651,224 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The table above analyzes the Group’snon-derivative financial liabilities and net-settled derivative financial liabilities into relevant maturity groups based on the remaining period at the statement of financial position date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows and includesinclude estimated interest payments. The Group’s derivative instruments have been included at their fair value of ₩683 million (2014: ₩738 million) within the less than one-year time bucket as of December 31, 2015. These contracts are managed on a net-fair value basis rather than by maturity date. Net settled derivatives comprise interest rate swaps used by the Group to manage the Group’s interest rate risk.

(2)    Capital management

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends to shareholders, proceeds and repayments of borrowings, issue new shares or sell assets to reduce debt.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

6.    Financial Risk Management,  continued

 

Thedebt-to-equity ratio and net borrowing ratio as of December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017   2016 
  (In millions of won)   (In millions of won) 

Total liabilities (A)

  8,290,203    8,846,975    11,597,545    8,192,496 

Total equity (B)

   21,387,703    18,036,303     33,820,919    24,023,530 

Cash and cash equivalents and short-term financial instruments (C)

   4,791,273    4,054,775     8,554,654    4,135,679 

Total borrowings (D)

   3,818,595    4,174,759     4,171,270    4,335,978 

Debt-to-equity ratio (A/B)

   39  49   34.29%    34.10% 

Net borrowing ratio (D-C)/B

   -5  1

Net borrowing ratio(D-C)/B1

       0.83% 

1Does not present net borrowing ratio as of December 31, 2017 as the ratio was calculated as negative.

(3)     Fair value

(a) The following table presents the carrying amounts and fair values of financial instruments by categories, including their levels in the fair value hierarchy, as of December 31, 20152017 and 2014:2016:

 

      2015       2017 
  Carrying
amounts
   Level 1   Level 2   Level 3   Total   Carrying
amounts
   Level 1   Level 2   Level 3   Total 
  (In millions of won)   (In millions of won) 

Financial assets measured at fair value

                    

Short-term financial instruments

  1,047,277          1,047,277          1,047,277    929,801        929,801        929,801 

Available-for-sale financial assets

   13,526            13,526    13,526 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   1,047,277          1,047,277          1,047,277     943,327        929,801    13,526    943,327 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial assets not measured at fair value

                    

Cash and cash equivalents1

   1,175,719                         2,949,991                 

Short-term financial instruments1

   2,568,277                         4,674,862                 

Trade receivables1

   2,628,448                         5,552,795                 

Loans and other receivables1

   124,532                         80,023                 

Other financial assets1

   430                         273                 

Available-for-sale financial assets1,2

   131,354                         29,700                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   6,628,760                         13,287,644                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial liabilities measured at fair value

          

Other financial liabilities

   683          683          683  
  

 

   

 

   

 

   

 

   

 

 
   683          683          683  
  

 

   

 

   

 

   

 

   

 

 

Financial liabilities not measured at fair value

                    

Trade payables1

   791,373                         758,578                 

Other payables1

   1,337,803                         2,724,547                 

Other non-trade payables1

   1,091,062                         1,343,637                 

Borrowings

   3,818,595          3,869,536          3,869,536     4,171,270        4,178,598        4,178,598 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  7,038,833          3,869,536          3,869,536    8,998,032        4,178,598        4,178,598 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

6.    Financial Risk Management,  continued

 

      2014       2016 
  Carrying amounts   Level 1   Level 2   Level 3   Total   Carrying amounts   Level 1   Level 2   Level 3   Total 
  (In millions of won)   (In millions of won) 

Financial assets measured at fair value

                    

Short-term financial instruments

  1,842,020             —     1,842,020             —     1,842,020    1,570,172            —    1,570,172            —    1,570,172 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   1,842,020          1,842,020          1,842,020     1,570,172        1,570,172        1,570,172 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial assets not measured at fair value

                    

Cash and cash equivalents1

   436,761                         613,786                 

Short-term financial instruments1

   1,775,994                         1,951,721                 

Trade receivables1

   3,732,926                         3,251,652                 

Loans and other receivables1

   750,518                         65,101                 

Other financial assets1

   323                         423                 

Available-for-sale financial assets1,2

   127,314                         147,779                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   6,823,836                         6,030,462                 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial liabilities measured at fair value

                    

Other financial liabilities

   738          738          738     288        288        288 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
   738          738          738     288        288        288 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Financial liabilities not measured at fair value

                    

Trade payables1

   787,822                         696,144                 

Other payables1

   1,358,816                         1,606,417                 

Other non-trade payables1

   1,315,903                         712,580                 

Borrowings

   4,174,759          4,243,974          4,243,974     4,335,978        4,366,234        4,366,234 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  7,637,300          4,243,974          4,243,974    7,351,119        4,366,234        4,366,234 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

1 

Does not include fair values of financial assets and liabilities of which fair values have not been measured as carrying amounts are close to the reasonable approximate fair values.

 

2

Equity instruments which do not have quoted price in an active market for the identical instruments (inputs for level 1) are measured at cost in accordance with IAS 39, ‘Financial Instrument: Recognition and Measurement’ as fair values of such equity instruments cannot be reliably measured using other valuation methods.

techniques.

(b) Valuation Techniques

The valuation techniques of recurring andnon-recurring fair value measurements and quoted prices classified as level 2 or level 3 are as follows:

 

  Fair value   Level   

Valuation Techniques

  Fair value   Level   

Valuation Techniques

  (In millions of won)          (In millions of won)        

Short-term financial instruments:

            

Financial assets at fair value through profit or loss

  1,047,277     2    The present value method  929,801    2   The present value method

Derivative financial Liabilities:

      

Interest swap

   683     2    The present value method

Available-for-sale financial assets:

      

Available-for-sale equity instruments

   13,526    3   The binomial model and others

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

6.    Financial Risk Management,  continued

(c) There was no transfer between fair value hierarchy levels for the year ended December 31, 2015.

SK HYNIX, INC.2017 and Subsidiaries

Notes to the Consolidated Financial Statements

changes in financial assets classified as level 3 fair value measurements during the year ended December 31, 2015, 2014 and 20132017 are as follows:

 

   Beginning
Balance
   Transfers   Acquisition   Disposals  Other
Comprehensive
loss
  Ending
Balance
 
   (In millions of won) 

Available-for-sale financial assets

      24,963    3,392    (22  (14,807  13,526 

7.     Restricted Financial Instruments

Details of restricted financial instruments as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   

Description

  2017   2016   

Description

  (In millions of won)      (In millions of won)    

Short-term financial instruments

       3    Restricted for government grants  227,500    77,500   Restricted for supporting small business
   77,500     46,000    Restricted for supporting small business
   22,190     21,655    Pledged for borrowings
   5,832     4,601    Pledged for consumption tax
        4,764    Pledged for letter of credit   5,695    6,220   Pledged for consumption tax
   2,843     584    Deposit for import duties   1,287       Others
  

 

   

 

     

 

   

 

   
   108,365     77,607       234,482    83,720   
  

 

   

 

     

 

   

 

   

Other financial assets

   308     308    Pledged for borrowings       308   Pledged for borrowings
   12     12    Bank overdraft guarantee deposit   11    12   Bank overdraft guarantee deposit
   110     3    Others   262    104   Others
  

 

   

 

     

 

   

 

   
   430     323       273    424   
  

 

   

 

     

 

   

 

   
  108,795     77,930      234,755    84,144   
  

 

   

 

     

 

   

 

   

8.    Trade Receivables and Loans and Other Receivables

(1) Details of loans and other receivables as of December 31, 20152017 and 20142016 are as follows:

 

   2015   2014 
   (In millions of won) 

Current

    

Other receivables1

  37,427     655,112  

Accrued income

   18,126     28,337  

Short-term loans

   3,786     3,504  

Short-term guarantee and other deposits

   2,274     4,576  
  

 

 

   

 

 

 
   61,613     691,529  
  

 

 

   

 

 

 

Non-current

    

Long-term other receivables

   22,921     22,880  

Long-term loans

   6,104     7,199  

Guarantee deposits

   33,637     28,585  

Long-term deposits

   257     325  
  

 

 

   

 

 

 
   62,919     58,989  
  

 

 

   

 

 

 
  124,532     750,518  
  

 

 

   

 

 

 

1

Some of other receivables as of December 31, 2014 were reclassified to other current assets to conform with the classification as of December 31, 2015.

   2017   2016 
Current  (In millions of won) 

Other receivables

  10,816    11,571 

Accrued income

   22,308    9,732 

Short-term loans

   2,886    3,145 

Short-term guarantee and other deposits

   1,603    1,163 
  

 

 

   

 

 

 
   37,613    25,611 
  

 

 

   

 

 

 

Non-current

    

Long-term other receivables

   56    60 

Long-term loans

   11,098    6,008 

Guarantee deposits

   31,109    33,261 

Long-term deposits

   147    161 
  

 

 

   

 

 

 
   42,410    39,490 
  

 

 

   

 

 

 
  80,023    65,101 
  

 

 

   

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

8.    Trade Receivables and Loans and Other Receivables,  continued

 

(2) Trade receivables and loans and other receivables, net of provision for impairment, as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Gross
amount
   Provision  for
impairment
 Carrying
amount
   Gross
amount
   Provision for
impairment
 Carrying
amount
 
  (In millions of won)   (In millions of won) 

Trade receivables

  2,631,422     (2,974  2,628,448    5,552,841    (46 5,552,795 

Current loans and other receivables

   63,046     (1,433  61,613     38,940    (1,327 37,613 

Non-current loans and other receivables

   69,062     (6,143  62,919     43,497    (1,087 42,410 
  

 

   

 

  

 

   

 

   

 

  

 

 
  2,763,530     (10,550  2,752,980    ₩5,635,278   (2,460) 5,632,818 
  

 

   

 

  

 

   

 

   

 

  

 

 

 

  2014   2016 
  Gross
amount
   Provision  for
impairment
 Carrying
amount
   Gross
amount
   Provision
for
impairment
 Carrying
amount
 
  (In millions of won)   (In millions of won) 

Trade receivables

  3,735,845     (2,919  3,732,926    3,253,489    (1,837 3,251,652 

Current loans and other receivables

   693,197     (1,668  691,529     26,982    (1,371 25,611 

Non-current loans and other receivables

   65,023     (6,034  58,989     40,966    (1,476 39,490 
  

 

   

 

  

 

   

 

   

 

  

 

 
  4,494,065     (10,621  4,483,444    ₩3,321,437   (4,684) 3,316,753 
  

 

   

 

  

 

   

 

   

 

  

 

 

(3) Details of provision for impairment

Movements in the provision for impairment of trade receivables for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017 2016 
  (In millions of won)   (In millions of won) 

Beginning balance

  2,919    3,446    1,837  2,974 

Provision for receivables impairment

   88    525  

Reversal

   (1,778 (836

Receivables written off during the year as uncollectible

       (885     (306

Foreign exchange difference

   (33  (167   (13 5 
  

 

  

 

   

 

  

 

 

Ending balance

  2,974    2,919    46  1,837 
  

 

  

 

   

 

  

 

 

Movements in the provision for impairment of current loans and other receivables for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017 2016 
  (In millions of won)   (In millions of won) 

Beginning balance

  1,668    2,062    1,371  1,433 

Provision for receivables impairment

       302  

Unused amounts reversed

   (234  (1

Receivables written off during the year as uncollectible

       (697

Provision

   32    

Reversal

   (85 (62

Foreign exchange difference

   (1  2     9    
  

 

  

 

   

 

  

 

 

Ending balance

  1,433    1,668    1,327  1,371 
  

 

  

 

   

 

  

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

8.    Trade Receivables and Loans and Other Receivables,  continued

 

Movements in the provision for impairment ofnon-current loans and other receivables for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017 2016 
  (In millions of won)   (In millions of won) 

Beginning balance

  6,034    12,510    1,476  6,143 

Provision for receivables impairment

   68    4,636  

Unused amounts reversed

   (4    

Receivables written off during the year as uncollectible

   (6  (10,891

Provision

     34 

Reversal

   (297 (4,753

Foreign exchange difference

   51    (221   (92 52 
  

 

  

 

   

 

  

 

 

Ending balance

  6,143    6,034    1,087  1,476 
  

 

  

 

   

 

  

 

 

(4) The aging analysesanalysis of trade receivables and loans and other receivables as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Not impaired           Not impaired         
      Overdue               Overdue         
  Not Past
due
   Less than
3 months
   Over 3
months
and less than
6 months
   Over
6 months
   Impaired   Total   Not Past
due
   Less than
3 months
   Over 3
months
and less than
6 months
   Over
6 months
   Impaired   Total 
  (In millions of won)   (In millions of won) 

Trade receivables

  2,606,603     24,819                    2,631,422    5,551,276    1,560        1    4    5,552,841 

Current loans and other receivables

   61,753                    1,293     63,046     37,654                1,286    38,940 

Non-current loans and other receivables

   43,953                    25,109     69,062     43,395                102    43,497 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  2,712,309     24,819               26,402     2,763,530    5,632,325    1,560        1    1,392    5,635,278 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

 

  2014   2016 
  Not impaired           Not impaired         
      Overdue               Overdue         
  Not Past
due
   Less than
3 months
   Over
3 months
and less than
6 months
   Over
6 months
   Impaired   Total   Not Past
due
   Less than
3 months
   Over
3 months
and less than
6 months
   Over
6 months
   Impaired   Total 
  (In millions of won)   (In millions of won) 

Trade receivables

  3,731,621     3,809     415               3,735,845    3,252,891    598                3,253,489 

Current loans and other receivables

   691,918                    1,279     693,197     25,692                1,290    26,982 

Non-current loans and other receivables

   41,599                    23,424     65,023     40,864                102    40,966 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
  4,465,138     3,809     415          24,703     4,494,065    3,319,447    598            1,392    3,321,437 
  

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

 

9.     Inventories

(1) Details of inventories as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   2017   2016 
  (In millions of won)   (In millions of won) 

Finished goods

  613,382     408,256    433,405    391,503 

Work-in-process

   848,199     762,421     1,616,889    1,130,493 

Raw materials

   222,742     188,037     296,252    260,677 

Supplies

   164,156     102,705     270,804    194,678 

Goods in transit

   74,897     36,144     23,089    48,847 
  

 

   

 

   

 

   

 

 
  1,923,376     1,497,563    2,640,439    2,026,198 
  

 

   

 

   

 

   

 

 

(2) The amount of the inventories recognized as cost of sales is as follows:

 

   2015   2014   2013 
   (In millions of won) 

Inventories recognized as cost of sales

  10,350,548     9,448,374     8,594,938  
   2017   2016   2015 
   (In millions of won) 

Inventories recognized as cost of sales

  12,700,702    10,787,034    10,514,640 

(3) The changes in inventory valuation allowance during the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017 2016 
  (In millions of won)   (In millions of won) 

Beginning balance

  68,528    73,116    64,200  188,246 

Charged to cost of sales

   119,764    20,924     133,164  13,192 

Write-off upon sales

   (46  (25,512

Utilization upon sales

   (15,253 (137,238
  

 

  

 

   

 

  

 

 

Ending balance

  188,246    68,528    182,111  64,200 
  

 

  

 

   

 

  

 

 

There were no significant reversals of inventory write-downs recognized during 20152017 and 2014.2016.

10.     Other Current andNon-current assets held for sale Assets

Details of changes in other current andnon-current assets held for sale for the years endedas of December 31, 20152017 and 20142016 are as follows:

 

   2015  2014 
   (In millions of won) 

Beginning balance

  27,661    26,557  

Disposal1

   (27,661    

Other

       1,104  
  

 

 

  

 

 

 

Ending balance

      27,661  
  

 

 

  

 

 

 

1

The Group disposed assets held for sale during the year ended December 31, 2015 and recognized loss on disposal of assets held for sale as other expenses for the amount of ₩5,844 million.

   2017   2016 
   (In millions of won) 

Current

    

Advance payments

  34,887    1,853 

Prepaid expenses

   222,411    238,831 

Value added tax refundable

   263,287    148,756 

Others

   3,053    9,913 
  

 

 

   

 

 

 
   523,638    399,353 
  

 

 

   

 

 

 

Non-current

    

Long-term advance payments

   183,489     

Long-term prepaid expenses

   553,231    568,907 

Others

       1,495 
  

 

 

   

 

 

 
   736,720    570,402 
  

 

 

   

 

 

 
  1,260,358    969,755 
  

 

 

   

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

 

11.    Other Current and Non-current Assets

Details of other current and non-current assets as of December 31, 2015 and 2014 are as follows:

   2015   2014 
   (In millions of won) 

Current

    

Advance payments

  2,033     4,501  

Prepaid expenses

   212,766     156,590  

Value added tax refundable1

   131,673     190,356  

Others

   7,454     5,984  
  

 

 

   

 

 

 
   353,926     357,431  
  

 

 

   

 

 

 

Non-current

    

Long-term prepaid expenses2

   558,058     494,908  

Others

   7,475     13,568  
  

 

 

   

 

 

 
   565,533     508,476  
  

 

 

   

 

 

 
  919,459     865,907  
  

 

 

   

 

 

 

1

Value added tax refundable for the year ended December 31, 2014 was reclassified from other receivables to other current assets to conform with the classification for the year ended December 31, 2015.

2

Long-term prepaid expenses primarily consist of prepaid royalties.

12.     Investments in Associates and Joint Ventures

(1) Details of investments in associates and joint ventures as of December 31, 20152017 and 20142016 are as follows:

 

         2015   2014          2017   2016 

Type

  

Investee

  Ownership
(%)
   Net asset
value
   Carrying
amount
   Carrying
amount
   

Investee

  Ownership
(%)
   Net asset
value
   Carrying
amount
   Carrying
amount
 
     (In millions of won)      (In millions of won) 

Associate

  Stratio, Inc.1   9.10    171     2,171         Stratio, Inc.1   9.12   104    2,105    2,151 
  Gemini Partners Pte. Ltd.2   20.00     6,228     7,976         

SK China Company Limited

(SK China) 1, 2

   11.87    192,561    244,912     
  Gemini Partners Pte. Ltd.   20.00    2,308    4,003    5,199 
  TCL Fund1   11.06    2,634    2,634    2,219 

Joint venture

  HITECH Semiconductor
(Wuxi) Co., Ltd. (HITECH)
   45.00     112,462     112,462     97,090    HITECH Semiconductor
(Wuxi) Co., Ltd. (HITECH)
   45.00    106,210    106,210    121,447 
      

 

   

 

   

 

         

 

   

 

 
      118,861     122,609     97,090            359,864    131,016 
      

 

   

 

   

 

         

 

   

 

 

 

1 

In 2015, the Parent Company acquired 1,136,013 preferred shares of Stratio, Inc. Stratio, Inc.The Group is classified as an associate because the Parent Company hasable to exercise significant influence over Stratio, Inc.’s financial and operating policies through its right to appoint a member ofdirector to the board of directors.

directors of each investee. Accordingly, the investments in these investees have been accounted for using the equity method.

 

2 

In 2015,During the Parent Companyyear ended December 31, 2017, the Group acquired 20% of shares of Gemini Partners Pte. Ltd.SK China through a combination of contribution in kind ofavailable-for-sale financial assets for which the fair value amounted to ₩143,209 million as of acquisition date and classified it as an associate becausecash in the Parent Company has significant influence over Gemini Partners Pte. Ltd.

amount of ₩113,960 million.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

12.    Investments in Associates and Joint Ventures,  continued

(2) Changes in investments in associates and joint ventures for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Beginning
balance
   Acquisition
(disposal)
   Share of
profit
(loss)
 Other
equity
movement
   Dividend Ending
balance
   Beginning
balance
   Acquisition   Share of
profit

(loss)
 Other
equity
movement
 Dividend Ending
balance
 
  (In millions of won)       (In millions of won) 

Stratio, Inc.

       2,194     (35  12         2,171    2,151        (30 (16    2,105 

SK China

       257,169      (12,257    244,912 

Gemini Partners Pte. Ltd.

        7,976                  7,976     5,199        (1,084 (112    4,003 

HITECH Semiconductor (Wuxi) Co., Ltd.

   97,090          24,677    6,475     (15,780  112,462  

TCL Fund

   2,219    526    16  (127    2,634 

HITECH

   121,447        13,465  (13,874 (14,828 106,210 
  

 

   

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

 
  97,090     10,170     24,642    6,487     (15,780  122,609    131,016    257,695    12,367  (26,386 (14,828 359,864 
  

 

   

 

   

 

  

 

   

 

  

 

   

 

   

 

   

 

  

 

  

 

  

 

 

 

   2014 
   Beginning
balance
   Acquisition
(disposal)
  Share of
profit
(loss)
  Other
equity
movement
   Dividend  Ending
balance
 
   (In millions of won) 

Siliconfile Technologies Inc.

  10,962     (10,319  (579  171     (235    

HITECH Semiconductor (Wuxi) Co., Ltd.

   96,135         13,084    3,535     (15,664  97,090  
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 
  107,097     (10,319  12,505    3,706     (15,899  97,090  
  

 

 

   

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 
   2016 
   Beginning
balance
   Acquisition   Share of
profit

(loss)
  Other
equity
movement
  Dividend  Ending
balance
 
   (In millions of won) 

Stratio, Inc.

  2,171        (24  4      2,151 

Gemini Partners Pte. Ltd.

   7,976        (2,909  132      5,199 

TCL Fund

       2,293    50   (124     2,219 

HITECH

   112,462        25,635   4,076   (20,726  121,447 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
  122,609    2,293    22,752   4,088   (20,726  131,016 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

11.     Investments in Associates and Joint Ventures,  continued

(3) Associate and joint venture’s statements of financial position as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Current
assets
   Non-current
assets
   Current
liabilities
   Non-current
liabilities
   Current
assets
   Non-current
assets
   Current
liabilities
   Non-current
liabilities
 
  (In millions of won)   (In millions of won) 

Stratio, Inc.

  962     921          1    681    577    111     

SK China

   812,882    934,872    54,752    70,213 

Gemini Partners Pte. Ltd.

   27,762     14,694     3,444     7,867     6,227    5,314    2     

HITECH Semiconductor (Wuxi) Co., Ltd.

   270,959     314,464     89,034     246,478  

TCL Fund

   7,863    15,957         

HITECH

   192,905    334,678    79,725    211,835 

 

   2014 
   Current
assets
   Non-current
assets
   Current
liabilities
   Non-current
liabilities
 
   (In millions of won) 

HITECH Semiconductor (Wuxi) Co., Ltd.

  251,443     306,344     289,990     52,042  

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

12.    Investments in Associates and Joint Ventures,  continued

   2016 
   Current
assets
   Non-current
assets
   Current
liabilities
   Non-current
liabilities
 
   (In millions of won) 

Stratio, Inc.

  998    686    27     

Gemini Partners Pte. Ltd.

   13,047    4,467    93     

TCL Fund

   16,388    3,993    329     

HITECH

   184,048    350,094    82,581    181,679 

(4) Summary of associate and joint venture’s statements of comprehensive income (loss) for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015 2014 2013   2017 2016 2015 
  Revenue   Profit (loss)
for the year
 Revenue   Profit (loss)
for the year
 Revenue   Profit for
the year
   Revenue   Profit (loss)
for the year
 Revenue   Profit (loss)
for the year
 Revenue   Profit (loss)
for the year
 
  (In millions of won)   (In millions of won) 

Stratio, Inc.

       (385                    33    (339 4    (198      (385

SK China

                      

Gemini Partners Pte. Ltd.

        (747                     183    (5,423      (5,848      (747

HITECH Semiconductor (Wuxi) Co., Ltd.

   677,284     54,835    608,300     29,077    566,065     38,008  

Siliconfile Technologies Inc.1

            40,339     (2,072  131,914     7,708  

TCL Fund

       152       (4       

HITECH

   585,904    29,923  566,893    55,346  677,284    54,835 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

 

1

12.    Available-for-sale

Siliconfile Technologies Inc. was reclassified as a subsidiary due to the Group’s additional acquisition of the remaining interest on April 22, 2014. Accordingly, the information presented in the above table includes the results of Siliconfile Technologies Inc. only for the period from January 1 to April 22, 2014.

13.    Available-for-sale Financial Assets

(1) Details ofavailable-for-sale financial assets as of December 31, 20152017 and 20142016 are as follows:

 

   2015   2014 
   Ownership   Ownership
(%)
   Acquisition
cost
   Book
value
   Book
value
 
   (In millions of won) 

ProMos

   201,600,000     7.93    21,847            

JNT Frontier Private Equity Unit

   Certificate          1,213     1,213     1,307  

SV M&A No.1 Equity Unit

   Certificate          1,120     1,120     1,196  

Daishin Aju IB Investment Co., Ltd.

   Certificate          699     699     1,265  

Seoul Investment Early & Green Venture Fund

   Certificate          1,678     1,678     1,760  

TS 2011-4 Technology Transfer & Business

   Certificate          1,262     1,262     1,262  

IMM Investment

   Certificate          620     620     1,040  

L&S Venture Capital

   Certificate          1,849     1,849     1,899  

KTC-NP-Growth

   Certificate          2,271     2,271     516  

Intellectual Discovery, Ltd.

   800,000     7.05     4,000     4,000     4,000  

SKY Property Mgmt. Ltd.

   5,745     15.00     112,360     112,360     112,360  

Equity investment in a construction guarantee association

   526     0.01     709     709     709  

China Walden Venture Investments II

   Certificate          3,573     3,573       
      

 

 

   

 

 

   

 

 

 
      153,201     131,354     127,314  
      

 

 

   

 

 

   

 

 

 
   2017   2016 
   Ownership (%)/
Type
   Acquisition
cost
   Book
value
   Book
value
 
   (In millions of won) 

ProMOS

   7.93   21,847         

JNT Frontier Private Equity Unit

   Certificate    684    684    971 

SV M&A No.1 Equity Unit

   Certificate            805 

Daishin Aju IB Investment Co., Ltd. Equity Unit

   Certificate    483    483    483 

Seoul Investment Early & Green Venture Fund

   Certificate    1,513    1,513    1,648 

TS2011-4 Technology Transfer & Business Equity Unit

   Certificate    318    318    566 

IMM Investment Equity Unit

               224 

L&S Venture Capital Equity Unit

   Certificate    1,170    1,170    1,170 

KTC-NP-Growth Equity Unit

   Certificate    2,155    2,155    2,956 

Semiconductor Growth Fund

   Certificate    17,250    17,250     

Intellectual Discovery, Ltd.

   7.05    4,000    1,699    4,000 

SKY Property Mgmt. Ltd. 1

               112,360 

CHINA WALDEN VENTURE INVESTMENTS II

   Certificate    7,312    6,116    6,188 

Exnodes Inc.

   
Convertible
Bond
 
 
   716    716    716 

Netspeed

   6.07    3,083    558    3,083 

Keyssa, lnc.

   2.29    6,174    832    6,174 

MEMS DRIVE, INC.

   2.94    2,246    844    2,246 

AutoTech Fund I, LP

   Certificate    1,444    1,444     

RENOSUB-SYSTEM, INC.

   2.68    2,246    204     

IMEC.XPAND COMM.VA

   Certificate    1,607    1,607     

Equity investment in a construction guarantee association

   0.01    709    709    709 

Information and communication guarantee association

   0.01    15    15    15 

Beijing Starblaze Tech Co., Ltd.

   6.29    3,273    3,273    3,465 

Shanghai Natlinear Electronics Co., Ltd.

   4.12    1,636    1,636     
    

 

 

   

 

 

   

 

 

 
    79,881    43,226    147,779 
    

 

 

   

 

 

   

 

 

 

1The Group acquired shares in SK China Company Limited through the contribution in kind ofavailable-for-sale financial assets (SKY Property Mgmt. Ltd.) with the book value of ₩112,360 million. The Group recognized a gain on disposal ofavailable-for-sale financial assets amounted to ₩30,849 million during the year ended December 31, 2017.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

12.    Available-for-sale Financial Assets,  continued

(2) Changes in the carrying amount ofavailable-for-sale financial assets for the years ended December 31, 20152017 and 20142016 are as follows:

 

   2015  2014 
   (In millions of won) 

Beginning balance

  127,314    158,770  

Acquisition

   5,359    1,414  

Disposal

   (1,319  (32,870
  

 

 

  

 

 

 

Ending balance

  131,354    127,314  
  

 

 

  

 

 

 

   2017  2016 
   (In millions of won) 

Beginning balance

  147,779   131,354 

Acquisition

   26,204   19,085 

Disposal

   (115,720  (2,652

Loss on valuation

   (14,807   

Foreign exchange difference

   (230  (8
  

 

 

  

 

 

 

Ending balance

  43,226   147,779 
  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

14.13.    Property, Plant and Equipment

(1)Changes in property, plant and equipment for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015 
  Land  Buildings  Structures  Machinery  Vehicles  Others  Construction
-in-progress
  Total 
  (In millions of won) 

Beginning net book amount

 542,952    1,433,541    282,191    9,974,301    863    254,129    1,602,357    14,090,334  

Changes during 2015

        

Additions

          907    48,005    94    11,030    6,699,838    6,759,874  

Receipt of government grants

              (378              (378

Disposals

  (4  (71  (271  (204,220      (12,759  (7,665  (224,990

Depreciation

      (88,013  (27,851  (3,476,825  (371  (101,385      (3,694,445

Transfers1

  23,908    1,198,576    167,970    5,271,980    783    243,497    (6,881,650  25,064  

Impairments

      (22,050              (5      (22,055

Exchange differences

  758    3,058    1,663    26,345        1,431    (407  32,848  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

 567,614    2,525,041    424,609    11,639,208    1,369    395,938    1,412,473    16,966,252  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

  567,614    3,243,654    792,270    39,376,245    3,659    966,111    1,412,473    46,362,026  

Accumulated depreciation

      (672,563  (348,493  (27,479,837  (2,290  (568,466      (29,071,649

Accumulated impairment

      (45,749  (19,168  (250,883      (1,509      (317,309

Government grants

      (301      (6,317      (198      (6,816
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 567,614    2,525,041    424,609    11,639,208    1,369    395,938    1,412,473    16,966,252  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

1

₩25,064 million was transferred from investment property during the year ended December 31, 2015.

  2017 
  Land  Buildings  Structures  Machinery  Vehicles  Others  Construction
-in-progress
  Total 
  (In millions of won) 

Beginning net book amount

 575,755   2,514,376   516,145   13,196,508   1,041   435,643   1,537,934   18,777,402 

Changes during 2017

        

Additions

  7,950   216,035   279,553   6,642,678   117   161,007   2,980,042   10,287,382 

Receipt of government grants

     (1,000                 (1,000

Disposals

  (2,220  (2,141  (3,180  (164,301  (1  (507  (47,615  (219,965

Depreciation

     (112,343  (49,851  (4,301,152  (379  (155,051     (4,618,776

Transfers

  1,483   330,333   108,366   876,697      6,463   (1,323,342   

Impairments

                        

Exchange differences and others

  (1,427  (14,507  (11,413  (120,362  (1  (5,334  (9,398  (162,442
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

  581,541   2,930,753   839,620   16,130,068   777   442,221   3,137,621   24,062,601 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

  581,541   3,807,324   1,262,928   46,463,886   3,081   1,217,216   3,137,621   56,473,597 

Accumulated depreciation

     (851,655  (404,204  (30,163,696  (2,304  (774,959     (32,196,818

Accumulated impairment

     (23,699  (19,104  (165,509     (35     (208,347

Government grants

     (1,217     (4,613     (1     (5,831
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 581,541   2,930,753   839,620   16,130,068   777   442,221   3,137,621   24,062,601 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

14.13.    Property, Plant and Equipment,  continued

 

  2014 
  Land  Buildings  Structures  Machinery  Vehicles  Others  Construction
-in-progress
  Total 
  (In millions of won) 

Beginning net book amount

 504,398    1,309,816    207,299    9,222,376    227    209,111    676,570    12,129,797  

Changes during 2014

        

Additions

      59,216    12,454    160,039    71    26,552    5,160,807    5,419,139  

Receipt of government grants

              (502              (502

Business combination and disposal of a subsidiary

          (468  (5,945  27    1,462    (242  (5,166

Disposals

      (1,114  (1,437  (197,242  (14  (734  (5,231  (205,772

Depreciation

      (55,986  (21,260  (3,117,150  (177  (73,893      (3,268,466

Transfers1

  38,097    139,858    83,673    3,874,433    730    90,310    (4,228,187  (1,086

Impairments

      (23,620  (1,777  (4,139              (29,536

Exchange differences

  457    5,371    3,707    42,431    (1  1,321    (1,360  51,926  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

 542,952    1,433,541    282,191    9,974,301    863    254,129    1,602,357    14,090,334  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

  542,952    2,020,429    621,345    34,956,922    3,037    772,844    1,602,357    40,519,886  

Accumulated depreciation

      (562,724  (319,991  (24,721,171  (2,174  (516,775      (26,122,835

Accumulated impairment

      (23,847  (19,163  (254,597      (1,646      (299,253

Government grants

      (317      (6,853      (294      (7,464
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 542,952    1,433,541    282,191    9,974,301    863    254,129    1,602,357    14,090,334  
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

1

₩1,086 million was transferred to investment property during the year ended December 31, 2014.

  2016 
  Land  Buildings  Structures  Machinery  Vehicles  Others  Construction
-in-progress
  Total 
  (In millions of won) 

Beginning net book amount

 567,614   2,525,041   424,609   11,639,208   1,369   395,938   1,412,473   16,966,252 

Changes during 2016

        

Additions

  567   35,972   116,419   4,690,241   54   131,975   1,221,974   6,197,202 

Receipt of government grants

           (133           (133

Disposals

  (2,824  (53  (45  (147,960     (396  (7,063  (158,341

Depreciation

     (100,250  (34,907  (3,866,582  (381  (131,660     (4,133,780

Transfers

  10,018   61,213   18,264   957,016      40,771   (1,087,282   

Impairments

     (264  (2,814  (668           (3,746

Exchange differences

  380   (7,283  (5,381  (74,614  (1  (985  (2,168  (90,052
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

  575,755   2,514,376   516,145   13,196,508   1,041   435,643   1,537,934   18,777,402 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

  575,755   3,287,424   909,991   43,439,176   3,555   1,085,379   1,537,934   50,839,214 

Accumulated depreciation

     (749,076  (374,742  (29,993,593  (2,514  (649,669     (31,769,594

Accumulated impairment

     (23,698  (19,104  (243,540     (59     (286,401

Government grants

     (274     (5,535     (8     (5,817
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
 575,755   2,514,376   516,145   13,196,508   1,041   435,643   1,537,934   18,777,402 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(2) Details of depreciation expense allocation for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

   2015   2014   2013 
   (In millions of won) 

Cost of sales

  3,365,460     3,040,674     2,616,341  

Selling and administrative expenses

   263,938     197,196     154,673  

Other expenses1

   8,050     4,902     122,471  

Development costs and other

   56,997     25,694     27,481  
  

 

 

   

 

 

   

 

 

 
  3,694,445     3,268,466     2,920,966  
  

 

 

   

 

 

   

 

 

 

1

During 2013, depreciation expense of ₩122,471 million related to idle assets of the manufacturing facility in Wuxi, China, has been charged to casualty losses in other expenses (Note 29).

   2017   2016   2015 
   (In millions of won) 

Cost of sales

  4,213,339    3,797,210    3,365,460 

Selling and administrative expenses

   292,325    276,969    263,938 

Other expenses

   7,647    5,307    8,050 

Development costs

   105,465    54,294    56,997 
  

 

 

   

 

 

   

 

 

 
  4,618,776    4,133,780    3,694,445 
  

 

 

   

 

 

   

 

 

 

(3) During 2014, Impairment of ₩4,139 million (2013: ₩101,532 million) has been charged to casualty losses caused by a fire on the manufacturing facilities in Wuxi, China, which is included in other expenses (Note 29).

(4) Certain property, plant and equipment are pledged as collaterals for borrowings as of December 31, 2015 (Note 33)2017 (note 32).

(5)(4) During 2015,2017, the Group capitalized borrowing costs amounting to ₩18,892₩3,964 million (2014: ₩20,762(2016: ₩14,663 million and 2013: ₩7,6872015: ₩18,892 million) on qualifying assets. Borrowing costs were calculated using a capitalization rate of 4.83% (2014: 5.08%1.53% (2016: 3.59% and 2013: 3.87%2015: 4.83%) for the year ended December 31, 2015.

2017.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

14.    Property, Plant and Equipment,  continued

(6)(5) The Group leases certain machinery and others from ME Semiconductor Rental First L.L.C. and other under finance lease agreements.

The book value of the machinery and others subject to finance lease agreement amounted to ₩136,134to: ₩79,161 million as of December 31, 20152017 (as of December 31, 2014: ₩165,4142016: ₩67,245 million). The machinery and others are pledged as collateral for the finance lease liabilities.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

13.    Property, Plant and Equipment,  continued

The Group leases certain machinery and others from Macquarie Capital and others under operating lease agreements. The payment schedule of minimum lease payments under operating lease agreements as of December 31, 20152017 is as follows:

 

   Minimum lease payments 
   (In millions of won) 

No later than 1 year

  104,911164,349 

Later than 1 year

   217,092194,161 
  

 

 

 
  322,003358,510 
  

 

 

 

(7)(6) As of December 31, 2015,2017, certain inventories; property, plant and equipment; and investment properties are insured and details of insured assets is as follows:

 

   

Insured assets

  Insured
amount
   

Insurance Company

      (In millions of won)    

Package insurance

  Property, plant and equipment, investment property, inventories and others Businessbusiness interruption  48,476,23963,622,518   Hyundai Marine & Fire Insurance Co., Ltd. and others

Fire insurance

  Property, plant and equipment, investment property   247,31675,348   

Erection all risks insurance

  Property, plant and equipment   1,664,8958,912,280   
    

 

 

   
    50,388,45072,610,146   
    

 

 

   

In addition to the assets stated above, vehicle and delivery equipment are insured by vehicle comprehensive insurance and liability insurance.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

 

15.14.     Intangible Assets

(1) Changes in intangible assets for the years ended December 31, 20152017 and 20142016 are as follows:

 

   2015 
   Goodwill   Industrial
property
rights
  Development
costs
  Others1  Total 
   (In millions of won) 

Beginning net book amount

  704,185     83,750    319,824    228,921    1,336,680  

Changes during 2015

       

Internal development

            349,264        349,264  

Separate acquisition

        31,604        242,875    274,479  

Disposals

        (12,859      (597  (13,456

Impairment

        (2  (1,606  (163  (1,771

Amortization

        (12,800  (184,167  (61,111  (258,078

Others

   16,570     94    15    1,099    17,778  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

   720,755     89,787    483,330    411,024    1,704,896  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

   720,755     160,180    1,126,505    585,500    2,592,940  

Accumulated amortization and impairment

        (70,393  (643,175  (137,621  (851,189

Government grants

                (36,855  (36,855
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
  720,755     89,787    483,330    411,024    1,704,896  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   2014 
   Goodwill   Industrial
property
rights
  Development
costs
  Others1  Total 
   (In millions of won) 

Beginning net book amount

  632,311     73,860    276,930    127,302    1,110,403  

Changes during 2014

       

Internal development

            181,287        181,287  

Separate acquisition

        32,229        122,775    155,004  

Receipt of government grants

                (19,739  (19,739

Business combinations

   62,618             21,858    84,476  

Disposals

        (9,428      (380  (9,808

Impairment

                (529  (529

Amortization

        (13,374  (138,389  (22,512  (174,275

Others

   9,256     463    (4  146    9,861  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

   704,185     83,750    319,824    228,921    1,336,680  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

   704,185     173,828    777,226    301,252    1,956,491  

Accumulated amortization and impairment

        (90,078  (457,402  (34,987  (582,467

Government grants

                (37,344  (37,344
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
  704,185     83,750    319,824    228,921    1,336,680  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

1

Others include software and club memberships.

(2) Amortization of ₩12,811 million (2014: ₩3,106 million and 2013: ₩501 million) is included in the cost of sales and ₩244,978 million (2014: ₩171,169 million and 2013: ₩155,775 million) in selling and

   2017 
   Goodwill  Industrial
property
rights
  Development
costs
  Others  Total 
   (In millions of won) 

Beginning net book amount

  730,204   98,963   629,882   456,542   1,915,591 

Changes during 2017

      

Internal development

         511,647      511,647 

Separate acquisition

      26,572      246,692   273,264 

Disposals

      (4,872     (1,076  (5,948

Amortization

      (15,810  (259,279  (132,265  (407,354

Impairment

            (769  (769

Exchange differences

   (35,131        (4,010  (39,141
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

   695,073   104,853   882,250   565,114   2,247,290 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

   695,073   184,971   2,293,388   950,432   4,123,864 

Accumulated amortization and impairment

      (80,118  (1,411,138  (354,424  (1,845,680

Government grants

            (30,894  (30,894
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  695,073   104,853   882,250   565,114   2,247,290 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
     
   2016 
   Goodwill  Industrial
property
rights
  Development
costs
  Others  Total 
   (In millions of won) 

Beginning net book amount

  720,755   89,787   483,330   411,024   1,704,896 

Changes during 2016

      

Internal development

         352,022      352,022 

Separate acquisition

      28,269      150,352   178,621 

Disposals

      (5,208     (1,595  (6,803

Amortization

      (14,299  (205,198  (103,072  (322,569

Impairment

         (272  (98  (370

Exchange differences

   9,449   414      (69  9,794 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Ending net book amount

   730,204   98,963   629,882   456,542   1,915,591 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisition cost

   730,204   171,873   1,797,606   718,765   3,418,448 

Accumulated amortization and impairment

      (72,910  (1,167,724  (227,262  (1,467,896

Government grants

            (34,961  (34,961
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
  730,204   98,963   629,882   456,542   1,915,591 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

15.14.     Intangible Assets,  continued

 

administrative expenses in the statements(2) Details of comprehensive incomeamortization expense allocation for the yearyears ended December 31, 2015. Amortization of ₩289 million (20142017, 2016 and 2013 : nil) is capitalized2015 are as development cost.follows:

   2017   2016   2015 
   (In millions of won) 

Cost of sales

  46,308    28,877    12,811 

Selling and administrative expenses

   360,183    293,316    244,978 

Development costs

   863    376    289 
  

 

 

   

 

 

   

 

 

 
  407,354    322,569    258,078 
  

 

 

   

 

 

   

 

 

 

(3) Among costs associated with development activities, ₩349,264 million (2014: ₩181,287 million and 2013: ₩190,271 million) that met capitalization criteria, were capitalized as development cost for the year ended December 31, 2015. In addition, costs associated with research activities and other development expenditures that did not meet the criteria and amounted to ₩1,620,324 million (2014: ₩1,409,530 million and 2013: ₩968,804 million) were recognized as expenses for the year ended December 31, 2015.

(4) Goodwill impairment tests

Goodwill impairment tests are undertaken annually. As the Group has only one CGU, goodwill was allocated to one CGU. Recoverable amount of the CGU was determined based on fair value less costs to sell, which was determined using the current stock price as of December 31, 2015.2017. No impairment loss of goodwill was recognized since the recoverable amount is higher than carrying value of the CGU as of December 31, 2015.2017

16.(4) Details of development costs

(a) Detailed criteria for capitalization of development costs

The Group’s development projects for a new product proceeds in the process of review and planning phases (Phase 0 ~ 4) and product design and mass production phases (Phase 5 ~ 8). The Group recognizes expenditures incurred after Phase 4 in relation with the development for new technology is recognized as an intangible asset. Expenditures incurred at phase 0 through 4 are recognized as expenses.

(b) Development cost capitalized and expenses on research and development

Among costs associated with development activities, ₩511,647 million (2016: ₩352,022 million) that met capitalization criteria, were capitalized as development cost for the year ended December 31, 2017. In addition, costs associated with research activities and other development expenditures that did not meet the criteria in the amount of ₩1,975,386 million (2016: ₩1,744,711 million) were recognized as expenses for the year ended December 31, 2017.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

14.     Intangible Assets,  continued

(c) Details of development costs as of December 31, 2017 and 2016 are as follows:

2017

Individual Asset

Book value

Residual amortization period

(In millions of won)

DRAM

1xnm B305,84819 months
1xynm1192,260

NAND

F143,9904 months
3D(48)42,3439 months
3D(72)111,16418 months
3D(96)1186,488
3D(128)18,635

CIS

Hi-13322,5209 months
Hi-133317,695
Hi-133617,235
Hi-122113,431
Hi-1631110,641

882,250

1Amortization has not started as of December 31, 2017.

2016

Individual Asset

Book value

Residual amortization period

(In millions of won)

DRAM

1xnm A45,9677 months
1xnm B1279,531
1xynm120,399

NAND

3D(36) A14,56610 months
3D(36) B8,55410 months
F1415,96016 months
3D(48)98,80021 months
3D(72)1109,479
3D(96)127,099

CIS

Hi-842915 months
Hi-13317745 months
Hi-13325,88021 months
Hi-133311,956
Hi-12211826

629,882

1Amortization has not started as of December 31, 2016

(d) There are no impairment losses and reversals of impairment in development costs recognized for the years ended December 31, 2017, 2016 and 2015 and there are no accumulated impairment losses in development costs recognized as of December 31, 2017, 2016.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

15.     Investment Property

Changes in investment property during the years ended December 31, 20152017 and 20142016 are as follows:

 

   2015  2014 
   (In millions of won) 

Beginning net book amount

  28,456    28,609  

Changes for the year

   

Depreciation

   (713  (1,239

Transfer1

   (25,064  1,086  
  

 

 

  

 

 

 

Ending net book amount

   2,679    28,456  
  

 

 

  

 

 

 

Acquisition cost

       50,839  

Accumulated depreciation

       (22,383
  

 

 

  

 

 

 
  2,679    28,456  
  

 

 

  

 

 

 

1

Transfer from (to) property, plant and equipment.

   2017  2016 
   (In millions of won) 

Beginning net book amount

  2,573   2,679 

Changes for the year

   

Depreciation

   (105  (106
  

 

 

  

 

 

 

Ending net book amount

   2,468   2,573 
  

 

 

  

 

 

 

Acquisition cost

   5,170   5,170 

Accumulated depreciation

   (2,702  (2,597
  

 

 

  

 

 

 
  2,468   2,573 
  

 

 

  

 

 

 

The depreciation expense of ₩713₩105 million was charged to cost of sales for the year ended December 31, 2015 (2014: ₩1,2392017 (2016: ₩106 million and 2013: ₩1,2792015: ₩713 million).

Rental income from investment property during the year ended December 31, 20152017 was ₩2,627₩495 million (2014: ₩4,534(2016: ₩500 million and 2013: ₩4,2832015: ₩2,627 million).

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

17.16.    Borrowings

(1) Details of borrowings as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   2017   2016 
  (In millions of won)   (In millions of won) 

Current

   ��    

Short-term borrowings

  147,948     734,165    192,686     

Current portion of long-term borrowings

   465,561     820,855     361,258    384,124 

Current portion of debentures

   399,863     200,000     219,836    320,736 
  

 

   

 

   

 

   

 

 
   1,013,372     1,755,020     773,780    704,860 
  

 

   

 

   

 

   

 

 

Non-current

        

Long-term borrowings

   1,512,003     1,262,772     2,080,333    2,095,737 

Debentures

   1,293,220     1,156,967     1,317,157    1,535,381 
  

 

   

 

   

 

   

 

 
   2,805,223     2,419,739     3,397,490    3,631,118 
  

 

   

 

   

 

   

 

 
  3,818,595     4,174,759    4,171,270    4,335,978 
  

 

   

 

   

 

   

 

 

(2) Details of short-term borrowings as of December 31, 20152017 and 20142016 are as follows:

 

   

Financial

Institutions

  Interest rate
per annum

in 2015 (%)
  2015   2014 
         (In millions of won) 

Import finance

  Woori Bank         22,060  

Borrowings on trade receivables collateral

  Shinhan Bank and others  3M LIBOR +
1.20 ~ 3.30
   1,160     220,663  
  NongHyup Bank  KORIBOR + 1.1   1,916       

Refinancing and others

  China Construction Bank and others  1.23 ~ 3.20   144,872     491,442  
      

 

 

   

 

 

 
      147,948     734,165  
      

 

 

   

 

 

 
   

Financial

Institutions

  Interest rate
per annum
in 2017 (%)
   2017   2016 
          (In millions of won) 

Foreign currency general borrowings

  Korea Export-Import Bank   3M LIBOR + 0.73   107,140     
  City Bank   3M LIBOR + 0.80    53,466     
  Industrial & Commercial Bank of China   3M LIBOR + 1.35    21,387     
  China Bank   3M LIBOR + 1.10    10,693     
      

 

 

   

 

 

 
      192,686     
      

 

 

   

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

17.16.    Borrowings,  continued

 

(3) Details of long-term borrowings as of December 31, 20152017 and 20142016 are as follows:

 

   

Financial institutions

 

Interest rate per annum

in 2015 (%)1

 2015  2014 
      (In millions of won) 

Local currency borrowings:

    

Borrowing for housing

 Kookmin Bank      10  

Borrowings for childcare facilities

 NongHyup Bank 2.00  123    185  

Funds for equipment

 Korea Development Bank (formerly Korea Finance Corporation) Industrial financial debentures (4 years) + 0.93  166,667    250,000  

Funds for equipment2

 KEB Hana Bank (formerly Korea Exchange Bank) CD (91days) +1.31  40,000    50,000  

Commercial paper

 KEB Hana Bank (formerly Korea Exchange Bank)       200,000  

Finance lease liabilities

 Hansu Technical Service Ltd. 3.70  42,775      

Finance lease liabilities

 ME Semiconductor Rental First L.L.C. 5.00  74,898    147,870  
   

 

 

  

 

 

 
    324,463    648,065  

Foreign currency borrowings:

    

General borrowings

 Export-Import Bank of Korea 3M LIBOR + 1.00 ~ 3.15  488,333    274,800  

General borrowings

 Standard Chartered Bank Korea Ltd.       12,366  

General borrowings

 Woori Bank 3M LIBOR + 0.98  175,800      

General borrowings

 Korea Development Bank Exchange equalization fund rate + 0.60  117,200    109,920  

General borrowings

 Korea Development Bank 3M LIBOR + 0.95  175,800      

General borrowings

 NongHyup Bank and others Exchange equalization fund rate + 0.63  187,520    175,872  

General borrowings

 NongHyup Bank and others 3M LIBOR + 3.19  234,400    274,800  

General borrowings

 Agricultural Bank of China and other       182,841  

Syndicated loans

 Development Bank of China and others 3M LIBOR + 2.95  65,340    209,348  

Funds for equipment

 Standard Chartered Bank Korea Ltd. 3M LIBOR + 3.45  172,688    118,653  

Mortgage loans

 HITECH Semiconductor (Wuxi) Co., Ltd.       18,162  

Finance lease liabilities

 Goodmemory First L.L.C. 4.70  36,020    59,415  
   

 

 

  

 

 

 
    1,653,101    1,436,177  
   

 

 

  

 

 

 
    1,977,564    2,084,242  
   

 

 

  

 

 

 

Less: Discount on present value

       (615

Current maturities

   (465,561  (820,855
   

 

 

  

 

 

 
   1,512,003    1,262,772  
   

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

17.    Borrowings,  continued

  

Financial institutions

 Interest rate per annum
in 2017 (%)1
  2017  2016 
       (In millions of won) 

Local currency borrowings:

    

Borrowings for childcare facilities

 NongHyup Bank       62 

Funds for equipment

 Korea Development Bank        83,333 
 KEB Hana Bank        30,000 
 Korea Development Bank  2.02 ~ 2.50   500,000   200,000 

Finance lease liabilities

 Hansu Technical Service Ltd.  3.70   74,557   38,948 
 

ME Semiconductor Rental First L.L.C.

        8,688 

Funds for equipment

 NongHyup Bank  1.00   1,170    

Finance lease liabilities

 Veolia Water Industrial Development Co., Ltd.  4.00   1,732    
   

 

 

  

 

 

 
    577,459   361,031 
   

 

 

  

 

 

 

Foreign currency borrowings:

    

General borrowings

 Export-Import Bank of Korea  3M LIBOR + 1.00 ~ 1.40   910,690   825,808 
 Woori Bank  3M LIBOR + 1.20   107,140   120,850 
   3M LIBOR + 0.98   160,710   181,275 

Funds for equipment

 Korea Development Bank  3M LIBOR + 1.15   107,140   120,850 
   3M LIBOR + 0.95   160,710   181,275 
   3M LIBOR + 1.25   214,280   241,700 
 KEB Hana Bank  3M LIBOR + 1.23   85,712   96,680 
 NongHyup Bank  3M LIBOR + 1.33   64,284   96,680 
         120,850 

Finance lease liabilities

 Goodmemory First L.L.C.        12,671 

Funds for equipment

 Standard Chartered Bank Ltd.  3M LIBOR + 3.45   53,466   120,191 
   

 

 

  

 

 

 
    1,864,132   2,118,830 
   

 

 

  

 

 

 
    2,441,591   2,479,861 
   

 

 

  

 

 

 

Less:

    

 Current maturities

    (361,258  (384,124
   

 

 

  

 

 

 
   2,080,333   2,095,737 
   

 

 

  

 

 

 

 

1 

As of December 31, 2015,2017, the annual interest rates are as follows:

 

Type

  Interest rate per annum as of
December 31, 20152017 (%)

Exchange equalization fund rate

1.14

Industrial financial debentures (4 years)

3.05

CD (91 days)

1.67% 

3M LIBOR

   0.61

KORIBOR (30 days)

1.69
 1.55

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

16.    Borrowings,  continued

 

2

The Group entered into interest swap contracts with KEB Hana Bank (formerly Korea Exchange Bank) to hedge interest rate risk from the local currency loans.

(4) Details of debentures as of December 31, 20152017 and 20142016 are as follows:

 

    

Maturity date

  Interest rate per
annum in 2015 (%)
  2015  2014 
         (In millions of won) 

Unsecured notes in local currency:

       

210th

  Jan. 14, 2015  6.35      200,000  

211th

  May 6, 2016  6.20   400,000    400,000  

212th

  May 30, 2019  5.35   450,000    450,000  

213th

  Sep. 4, 2017  3.72   200,000    200,000  

214-1st

  Aug. 26, 2020  2.27   210,000      

214-2nd

  Aug. 26, 2022  2.63   140,000      

215-1st

  Nov. 25, 2018  2.26   70,000      

215-2nd

  Nov. 25, 2020  2.56   100,000      

215-3rd

  Nov. 25, 2020  2.75   10,000      

Secured notes in foreign currency

       

Foreign 8th1

  Jun. 20, 2017  3M LIBOR + 2.85   117,200    109,920  
      

 

 

  

 

 

 
       1,697,200    1,359,920  

Less: Discounts on debentures

       (4,117  (2,953

Current portion

       (399,863  (200,000
      

 

 

  

 

 

 
      1,293,220    1,156,967  
      

 

 

  

 

 

 

1

The Group is provided with USD100 million of payment guarantee from Shinhan Bank as of December 31, 2015.

   Maturity date   Interest rate per
annum in 2017 (%)
   2017  2016 
           (In millions of won) 

Unsecured notes in local currency:

       

212th

   May 30, 2019    5.35   450,000   450,000 

213th

   Sep. 4, 2017           200,000 

214-1st

   Aug. 26, 2020    2.27    210,000   210,000 

214-2nd

   Aug. 26, 2022    2.63    140,000   140,000 

215-1st

   Nov. 25, 2018    2.26    70,000   70,000 

215-2nd

   Nov. 25, 2020    2.56    100,000   100,000 

215-3rd

   Nov. 25, 2022    2.75    10,000   10,000 

216-1st

   Feb. 19, 2018    1.74    70,000   70,000 

216-2nd

   Feb. 19, 2021    2.22    180,000   180,000 

216-3rd

   Feb. 19, 2023    2.53    80,000   80,000 

217-1st

   May 27, 2018    1.73    80,000   80,000 

217-2nd

   May 27, 2021    2.30    150,000   150,000 

Secured notes in foreign currency:

       

Foreign 8th

   Jun. 20, 2017           120,850 
      

 

 

  

 

 

 
       1,540,000   1,860,850 
      

 

 

  

 

 

 

Less: Discounts on debentures

       (3,007  (4,733
    

 

 

  

 

 

 

Current portion

       (219,836  (320,736
      

 

 

  

 

 

 
      1,317,157   1,535,381 
      

 

 

  

 

 

 

(5) Finance lease liability

Lease liabilities are effectively secured as the rights to the leased asset belong to the lessor.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

17.    Borrowings,  continued

Details of future minimum lease payments to the lessor as of December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017 2016 
  (In millions of won)   (In millions of won) 

Total minimum lease payment

      

No later than 1 year

  98,927    106,318    10,773  27,043 

Between 1 and 5 years

   66,779    116,277     43,027  21,400 

Later than 5 years

   34,748  18,725 
  

 

  

 

   

 

  

 

 
   165,706    222,595     88,548  67,168 
  

 

  

 

   

 

  

 

 

Discount on present value

   (12,013  (16,346   (12,259 (6,861
  

 

  

 

 

Net minimum lease payment

      

No later than 1 year

   93,770    97,567     10,563  26,603 

Between 1 and 5 years

   59,923    108,682     38,550  19,136 

Later than 5 years

   27,176  14,568 
  

 

  

 

   

 

  

 

 
  153,693    206,249    76,289  60,307 
  

 

  

 

   

 

  

 

 

(6) Details of book value

SK HYNIX, INC. and fair value of non-current borrowings as of Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 20152017, 2016 and 2014 are as follows:2015

 

   2015   2014 
   Book value   Fair value   Book value   Fair value 
   (In millions of won) 

Long-term borrowings

  1,512,003     1,517,683     1,262,772     1,271,718  

Debentures

   1,293,220     1,338,481     1,156,967     1,217,236  
  

 

 

   

 

 

   

 

 

   

 

 

 
  2,805,223     2,856,164     2,419,739     2,488,954  
  

 

 

   

 

 

   

 

 

   

 

 

 

18.17.    Other Current andNon-current Liabilities

Details of other current andnon-current liabilities as of December 31, 20152017 and 20142016 are as follows:

 

   2015   2014 
   (In millions of won) 

Current

    

Advance receipts

  2,867     2,682  

Unearned income

   374     322  

Withholdings

   35,938     67,174  

Deposits received

   1,256     858  

Others

   4,008     163  
  

 

 

   

 

 

 
   44,443     71,199  
  

 

 

   

 

 

 

Non-current

    

Other long-term employee benefits

   61,149     59,464  
  

 

 

   

 

 

 
  105,592     130,663  
  

 

 

   

 

 

 

   2017   2016 
   (In millions of won) 

Current

    

Advance receipts

  3,040    3,781 

Unearned income

   81    228 

Withholdings

   39,862    42,622 

Deposits received

   989    1,539 

Others

   7,804    2,328 
  

 

 

   

 

 

 
   51,776    50,498 
  

 

 

   

 

 

 

Non-current

    

Other long-term employee benefits

   63,960    61,883 

Long-term advance receipts

   4,900     
  

 

 

   

 

 

 
   68,860    61,883 
  

 

 

   

 

 

 
  120,636    112,381 
  

 

 

   

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

19.18.    Provisions

(1) Details of changes in provisions for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Beginning
balance
   Increase   Utilization Reversal Other1   Ending
balance
   Beginning
balance
   Increase   Utilization Reversal   Ending
Balance
 
  (In millions of won)   (In millions of won) 

Warranty

  6,886     2,910     (4,346  (2,514       2,936    2,997    7,682    (6,872      3,807 

Sales returns

   14,646     53,642     (53,552           14,736     13,317    118,564    (101,209      30,672 

Legal claims

   4,400     1,440     (4,370  (30  83     1,523     400    9,460    (400      9,460 

Emission allowances

        6,081                  6,081     26,108    11,999    (695      37,412 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 
  25,932     64,073     (62,268  (2,544  83     25,276    42,822    147,705    (109,176      81,351 
  

 

   

 

   

 

  

 

  

 

   

 

   

 

   

 

   

 

  

 

   

 

 

 

1

Others include foreign exchange rate differences.

   2016 
   Beginning
balance
   Increase   Utilization  Reversal  Ending
Balance
 
   (In millions of won) 

Warranty

  2,936    38,584    (38,523     2,997 

Sales returns

   14,736    33,284    (34,703     13,317 

Legal claims

   1,523    400    (1,097  (426  400 

Emission allowances

   6,081    21,366    (1,339     26,108 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
  25,276    93,634    (75,662  (426  42,822 
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

 

   2014 
   Beginning
balance
   Increase   Utilization  Reversal  Ending
balance
 
   (In millions of won) 

Warranty

  13,914     10,862     (17,890      6,886  

Sales returns

   12,564     51,148     (49,066      14,646  

Legal claims

   26,106          (21,031  (675  4,400  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 
  52,584     62,010     (87,987  (675  25,932  
  

 

 

   

 

 

   

 

 

  

 

 

  

 

 

 

(2)    Provisions for warranty

The Group estimates the expected warranty costs based on historical results and accrues provisions for warranty.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

18.    Provisions,  continued

(3)    Provisions for sales returns

The Group estimates the expected sales returns based on historical results and adjusts sales and cost of sales, respectively. Accordingly, related gross profit and estimated expenses related to the return (such as transportation costs) are recorded as provisions for sales returns.

(4)    Provisions for legal claims

The Group recognizes provisions for legal claims when the Group has a present legal or constructive obligation as a result of past events and an outflow of resources required to settle the obligation is probable and the amount can be reliably estimated.

(5)    Provision for emission allowances

The Group recognizes estimated future payment for the number of emission certificates required to settle the Group’s obligation exceeding the actual number of certificates on hand as emission allowances according to the Act on Allocation and Trading of Greenhouse Gas Emission Permits.

20.19.    Defined Benefit Liabilities

Under the defined benefit plan, the Group pays employee benefits to retired employees in the form of a lump sum that are based on their salaries and years of service at the time of their retirement. Accordingly, the Group is

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

20.    Defined Benefit Liabilities,  continued

exposed to a variety of actuarial assumption risks such as risk associated with expected years of service, interest risk, and market (investment) risk.

(1) Details of defined benefit liabilities as of December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017 2016 
  (In millions of won)   (In millions of won) 

Present value of defined benefit obligations

  1,055,340    887,277    1,330,559  1,195,047 

Fair value of plan assets

   (570,363  (421,927   (1,337,848 (888,559
  

 

  

 

   

 

  

 

 

Net defined benefit liabilities (assets)

  (7,289 306,488 
  484,977    465,350 ��  

 

  

 

 
  

 

  

 

 

Defined benefit liabilities

   6,096  306,488 

Defined benefit assets1

   (13,385   

1The Parent Company’s fair value of plan assets in excess of the present value of defined benefit obligations amounted to ₩13,385 million as of December 31, 2017 is presented as defined benefit assets.

(2) Principal actuarial assumptions as of December 31, 20152017 and 20142016 are as follows:

 

   2015   2014 

Discount rate for defined benefit obligations1

   2.89% ~ 4.10%     3.19% ~ 4.50%  

Expected rate of salary increase

   2.20% ~ 5.52%     4.92% ~ 5.81%  

1

As of December 31, 2015, discount rate of 2.89% was applied for SK hystec Inc., which comprises 0.7% of total defined benefit liabilities, and 3.30% to 4.10% was applied for the others in defined benefit liabilities. As of December 31, 2014, discount rate of 3.19% was applied for SK hystec Inc., which comprises 0.8% of total defined benefit liabilities, and 4.50% was applied for the others.

   2017 (%)  2016 (%)

Discount rate for defined benefit obligations

  3.81 ~ 4.35  3.09 ~ 4.10

Expected rate of salary increase

  2.20 ~ 5.46  2.20 ~ 5.48

(3) Weighted average durations of defined benefit obligations as of December 31, 20152017 and 20142016 are 12.3911.47 and 12.6712.11 years, respectively.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

19.    Defined Benefit Liabilities,  continued

(4) Changes in defined benefit obligations for the years ended December 31, 20152017 and 20142016 are as follows:

 

   2015  2014 
   (In millions of won) 

Beginning balance

  887,277    656,080  

Current service cost

   139,486    109,403  

Interest cost

   39,243    35,442  

Benefits paid

   (24,459  (35,529

Remeasurements:

   

Demographic assumption

   (1,860  7  

Financial assumption

   33,632    119,206  

Adjustment based on experience

   (18,561  262  

Business combinations and disposal of a subsidiary

       1,711  

Transfer from associates

   576    757  

Effect of movements in exchange rates

   6    (62
  

 

 

  

 

 

 

Ending balance

  1,055,340    887,277  
  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

20.    Defined Benefit Liabilities,  continued

   2017  2016 
   (In millions of won) 

Beginning balance

  1,195,047   1,055,340 

Current service cost

   156,777   159,190 

Past service cost

      33,198 

Interest cost

   46,877   41,148 

Transfer from (to) associates

   546   (2,440

Remeasurements:

   (23,406  (47,817

Financial assumption

   (47,319  5,792 

Adjustment based on experience

   23,913   (53,609

Benefits paid

   (45,241  (43,602

Effect of movements in exchange rates

   (41  30 
  

 

 

  

 

 

 

Ending balance

  1,330,559   1,195,047 
  

 

 

  

 

 

 

 

(5) Changes in plan assets for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015 2014   2017 2016 
  (In millions of won)   (In millions of won) 

Beginning balance

  421,927    20,340    888,559  570,363 

Contributions

   460,772  327,640 

Interest income

   18,545    1,413     34,880  20,204 

Contributions

   153,566    402,894  

Transfer from (to) associates

   550  (1,331

Benefits paid

   (15,137  (1,385   (27,383 (19,151

Remeasurements

   (8,661  (399   (19,530 (9,166

Business combinations and disposal of a subsidiary

       (1,133

Transfer from associates

   123    197  
  

 

  

 

   

 

  

 

 

Ending balance

  570,363    421,927    1,337,848  888,559 
  

 

  

 

   

 

  

 

 

(6) The amounts recognized in profit or loss for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

Current service cost

  139,486     109,403     98,095    156,777    159,190    139,486 

Past service cost

       33,198     

Net interest expense

   20,698     34,029     27,400     11,997    20,944    20,698 
  

 

   

 

   

 

   

 

   

 

   

 

 
  160,184     143,432     125,495    168,774    213,332    160,184 
  

 

   

 

   

 

   

 

   

 

   

 

 

(7) The amounts in which defined benefit plan related expenses are included for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

Cost of sales (manufacturing costs)

  88,415     82,922     73,950    95,301    125,241    88,415 

Selling and administrative expenses

   71,769     60,510     51,545     73,473    88,091    71,769 
  

 

   

 

   

 

   

 

   

 

   

 

 
  160,184     143,432     125,495    168,774    213,332    160,184 
  

 

   

 

   

 

   

 

   

 

   

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

19.    Defined Benefit Liabilities,  continued

(8) Details of plan assets as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   2017   2016 
  (In millions of won)   (In millions of won) 

Deposits

  568,790     420,300    1,336,484    887,074 

Other

   1,573     1,627     1,364    1,485 
  

 

   

 

   

 

   

 

 
  570,363     421,927    1,337,848    888,559 
  

 

   

 

   

 

   

 

 

Actual return on plan assets for the year ended December 31, 20152017 amounted to ₩9,884₩15,350 million (2014: ₩1,014(2016: ₩11,038 million and 2013: ₩4922015: ₩9,884 million).

(9) As of December 31, 2015,2017, the Group funded defined benefit obligations through insurance plans with Mirae Asset Life Insurance Co., Ltd. and other insurance companies. The Group’s minimum requiredreasonable estimation of contribution to the plan assets for the year ending December 31, 20162018 is ₩239,780₩254,554 million under the assumption that the Group maintains the defined benefit plan.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

20.    Defined Benefit Liabilities,  continued

(10) The sensitivity analysis of the defined benefit obligations as of December 31, 20152017 to changes in the principal assumptions is as follows:

 

  Effects on defined benefit obligation   Effects on defined benefit obligation 
  Increase of rate Decrease of rate   Increase of rate Decrease of rate 
  (In millions of won)   (In millions of won) 

Discount rate (if changed by 1%)

  (115,409  136,562    (135,018 158,508 

Expected rate of salary increase (if changed by 1%)

   136,638    (117,540   159,116  (137,904

The sensitivity analysis does not consider dispersion of all cash flows that are expected from the plan and provides approximate values of sensitivity for the assumptions used.

(11) Information about the maturity profile of the defined benefit obligation as of December 31, 20152017 is as follows:

 

   2015 
   Less than
1 year
   1 - 5
years
   5 - 10
years
   10 - 20
years
   Total 
   (In millions of won) 

Benefits paid

  32,397     208,589     592,188     2,567,869     3,401,043  
   2017 
   Less than
1 year
   1 - 5
years
   5 - 10
years
   10 - 20
years
   Total 
   (In millions of won) 

Benefits paid

  44,905    313,626    779,466    2,944,492    4,082,489 

Information about the maturity profile is based on undiscounted amount of defined benefit obligation and classified to employee’s expected years of remaining services.

21.    Deferred Income Tax

(1) Changes in deferred taxes(12) The Group adopted defined contribution retirement pension for the yearsemployees subject to peak wage system. Contributions to defined contribution plans amounting to ₩76 million (2016: ₩12 million) was recognized as cost of sales for the year ended December 31, 2015 and 2014 are as follows:2017.

   2015   2014 
   (In millions of won) 

At January 1

  268,639     198,570  

Recorded in profit or loss

   81,265     69,176  

Exchange differences

   3,718     893  
  

 

 

   

 

 

 

At December 31

  353,622     268,639  
  

 

 

   

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 2013

21.    Deferred Income Tax,  continued2015

 

(2)20.     Deferred Tax Assets and Liabilities

(1) Changes in deferred income tax assets and liabilities for the years ended December 31, 20152017 and 20142016 without taking into consideration the offsetting of balances within the same tax jurisdiction, are as follows:

 

   2015 
   January 1,
2015
  Profit or
loss
  Currency
translation
differences
  December 31,
2015
 
   (In millions of won) 

Deferred tax liabilities:

     

Advanced depreciation provision

  (55,666          (55,666

Valuation of derivatives

   (208  135        (73

Gains on foreign currency translation

   (2,325  1,513    (25  (837

Plan assets

   (96,902  (33,524      (130,426

Others

   (16,967  7,041    (133  (10,059
  

 

 

  

 

 

  

 

 

  

 

 

 
   (172,068  (24,835  (158  (197,061
  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets:

     

Loss on valuation of inventories

   18,001    22,329    5    40,335  

Valuation of equity-method investments

   250,682    (17,550  4,477    237,609  

Accumulated depreciation

   79,819    (757  416    79,478  

Net defined benefits

   186,627    36,492    16    223,135  

Deemed investments and others

   161,995            161,995  

Provisions and others

   1,066    (716      350  

Impairment of available-for-sale financial assets

   37,238    (735      36,503  

Losses on foreign currency translation

   2,522    (2,329      193  

Property, plant and equipment

   3,381    (3,960      (579

Losses on valuation of derivative

   386    (148      238  

Tax loss carryforwards

   23,581    7,277    1,562    32,420  

Others

   246,606    (49,816  9,976    206,766  
  

 

 

  

 

 

  

 

 

  

 

 

 
   1,011,904    (9,913  16,452    1,018,443  
  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets, net

   839,836    (34,748  16,294    821,382  

Deferred tax assets not recognized

   (750,313  165,453    (12,788  (597,648

Tax credit carryforwards recognized

   179,116    (49,440  212    129,888  
  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets recognized

  268,639    81,265    3,718    353,622  
  

 

 

  

 

 

  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

21.    Deferred Income Tax,  continued

   2017 
   January 1,
2017
  Profit or loss  Equity  Foreign
exchange
differences
  December 31,
2017
 
   (In millions of won) 

Loss on valuation of inventories

  16,976   32,342      (152  49,166 

Accumulated depreciation

   85,032   223,393      (8,792  299,633 

Defined benefits liabilities

   60,889   (59,344  (1,114  (15  416 

Available-for-sale financial assets

   34,441   4,802   4,072      43,315 

Employee benefits

   28,671   5,490      (3  34,158 

Provisions

   36,758   4,147      (137  40,768 

Advanced depreciation provision

   (55,666  (7,553        (63,219

Others

   39,597   13,743      (1,505  51,835 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets for temporary differences, net

   246,698   217,020   2,958   (10,604  456,072 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Tax credit carryforwards recognized

   360,131   (351,182     (912  8,037 

Tax loss carryforwards recognized

   180,807   (31,852     (18,835  130,120 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets recognized

  787,636   (166,014  2,958   (30,351  594,229 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

   2016 
   January 1,
2016
  Profit or
loss
  Equity   Foreign
exchange
differences
  December 31,
2016
 
   (In millions of won) 

Loss on valuation of inventories

  40,341   (23,388      23   16,976 

Accumulated depreciation

   51,963   34,331       (1,262  85,032 

Defined benefits liabilities

   15,985   (23,267  68,171       60,889 

Available-for-sale financial assets

   34,427   14          34,441 

Employee benefits

   4,955   23,716          28,671 

Provisions

   22,151   14,607          36,758 

Advanced depreciation provision

   (55,666            (55,666

Others

   76,591   (31,898      (5,096  39,597 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Deferred tax assets for temporary differences, net

   190,747   (5,885  68,171    (6,335  246,698 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Tax credit carryforwards recognized

   128,145   231,881       105   360,131 

Tax loss carryforwards recognized

   34,730   139,323       6,754   180,807 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Deferred tax assets recognized

  353,622   365,319   68,171    524   787,636 
  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

   2014 
   January 1,
2014
  Profit or
loss
  Currency
translation
differences
  December 31,
2014
 
   (In millions of won) 

Deferred tax liabilities:

     

Advanced depreciation provision

  (55,666          (55,666

Valuation of derivatives

   (5,452  5,244        (208

Gains on foreign currency translation

   (2,597  261    11    (2,325

Conversion rights adjustment

   (6,827  6,827          

Plan assets

   (725  (96,177      (96,902

Others

   (13,897  (2,996  (74  (16,967
  

 

 

  

 

 

  

 

 

  

 

 

 
   (85,164  (86,841  (63  (172,068
  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets:

     

Loss on valuation of inventories

   18,876    (873  (2  18,001  

Valuation of equity-method investments

   216,334    35,920    (1,572  250,682  

Accumulated depreciation

   120,960    (41,917  776    79,819  

Net defined benefits

   137,578    49,091    (42  186,627  

Deemed investments and others

   162,390    (395      161,995  

Provisions and others

   5,816    (4,750      1,066  

Impairment of available-for-sale financial assets

   40,134    (2,896      37,238  

Losses on foreign currency translation

   2,546    (24      2,522  

Property, plant and equipment

   15,217    (11,836      3,381  

Losses on valuation of derivative

   31,367    (30,981      386  

Tax loss carryforwards

   72,736    (50,412  1,257    23,581  

Others

   209,967    30,701    5,938    246,606  
  

 

 

  

 

 

  

 

 

  

 

 

 
   1,033,921    (28,372  6,355    1,011,904  
  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets, net

   948,757    (115,213  6,292    839,836  

Deferred tax assets not recognized

   (827,313  82,399    (5,399  (750,313

Tax credit carryforwards recognized

   77,126    101,990        179,116  
  

 

 

  

 

 

  

 

 

  

 

 

 

Deferred tax assets recognized

  198,570    69,176    893    268,639  
  

 

 

  

 

 

  

 

 

  

 

 

 

(3) Deferred tax assets are recognized for deductible temporary differences, tax loss carryforwards and tax credit carryforwards to the extent that the realization of the related tax benefit through future taxable profits is probable.

(2) As of December 31, 20152017, the Group did not recognize deferred tax assets of ₩597,648 million (2014: ₩750,313 million) associated with deductabledeductible temporary differences amounting to ₩2,469,626 million (2014: ₩3,100,467 million).

As of December 31, 2015, the unused tax credits that wereare not recognized as deferred tax assets amounted to ₩234,632 million (2014: ₩387,088 million).

(liabilities) are as follows:

   2017   2016 
   (In millions of won) 

Investments in subsidiaries, associates, and joint ventures and others

  317,133    787,500 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 2013

21.    Deferred Income Tax,  continued2015

 

(4) Expiration schedule of tax credit carryforwards that were not recognized as deferred tax assets as of December 31, 2015 is as follows:

   Tax credit carryforwards 
   (In millions of won) 

2018

  10,277  

2019

   120,010  

2020

   104,345  
  

 

 

 
  234,632  
  

 

 

 

22.21.    Derivative Financial Instruments

(1) Details of derivative financial liabilities as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   2017   2016 
  (In millions of won)   (In millions of won) 

Current

        

Interest rates swap

       30        288 

Non-current

    

Interest rates swap

   683     708  
  

 

   

 

 
  683     738  
  

 

   

 

 

(2) Details of gains and losses from derivative instruments for the years ended December 31, 2015, 20142017, 2016 and 20132015 are follows:

 

   2015 
   Gain on
valuation
   Loss on
valuation
   Gain on
transaction
   Loss on
transaction
 
   (In millions of won) 

Interest rates swap

  25          1,672     2,058  
   2017 
   Gain on
valuation
   Loss on
valuation
   Gain on
transaction
   Loss on
transaction
 
   (In millions of won) 

Interest rates swap

          902    913 

 

   2014 
   Gain on
valuation
   Loss on
valuation
   Gain on
transaction
   Loss on
transaction
 
   (In millions of won) 

Interest rates swap

  215     980     2,955     237  

Embedded derivative instruments1

        171,016          2,691  
  

 

 

   

 

 

   

 

 

   

 

 

 
  215     171,996     2,955     2,928  
  

 

 

   

 

 

   

 

 

   

 

 

 
   2016 
   Gain on
valuation
   Loss on
valuation
   Gain on
transaction
   Loss on
transaction
 
   (In millions of won) 

Interest rates swap

  395        1,077    1,525 

 

   2013 
   Gain on
valuation
   Loss on
valuation
   Gain on
transaction
   Loss on
transaction
 
   (In millions of won) 

Foreign currency forward contract

            3,630     5,308  

Interest rates swap

   2,507          26     1,242  

Embedded derivative instruments1

        93,085            
  

 

 

   

 

 

   

 

 

   

 

 

 
  2,507     93,085     3,656     6,550  
  

 

 

   

 

 

   

 

 

   

 

 

 

   2015 
   Gain on
valuation
   Loss on
valuation
   Gain on
transaction
   Loss on
transaction
 
   (In millions of won) 

Interest rates swap

  25        1,672    2,058 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

22.  Derivative Financial Instruments,  continued

1

The Group bifurcated convertible options and separately accounted for them as derivative instruments which were embedded in the foreign-currency convertible bond. These convertible options were measured at fair value and changes in therein were recognized in profit or loss.

23.    Capital Stock, Capital Surplus and Other Equity

(1) DetailsThe Parent Company has 9,000,000,000 authorized shares and the face value per share is ₩5,000 as of capital stock,December 31, 2017. The number of shares issued, common shares, capital surplus and other equity as of December 31, 20152017 and 20142016, are as follows:

 

  2015 2014   2017 2016 
  (In millions of won,
thousands of shares)
   (In millions of won,
thousands of shares)
 

Authorized shares

   9,000,000    9,000,000  

Issued shares1

   731,530    731,530     731,530  731,530 

Capital stock:

      

Common stock

  3,657,652    3,657,652  

Common shares

  3,657,652  3,657,652 

Capital surplus:

      

Additional paid in capital

   3,625,797    3,625,797     3,625,797  3,625,797 

Consideration for conversion rights

   42,928    42,928  

Others

   475,011    475,011     517,939  517,939 
  

 

  

 

   

 

  

 

 
   4,143,736    4,143,736     4,143,736  4,143,736 

Other equity

   
  

 

  

 

 

Other equity:

   

Acquisition cost of treasury shares

  (771,913  (24   (771,913 (771,913

Stock option

   813    
  

 

  

 

 
  (771,100 (771,913
  

 

  

 

 

Number of treasury shares

   22,001    1     22,001  22,001 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

22.    Capital Stock, Capital Surplus and Other Equity,  continued

 

1 

As of December 31, 2015,2017, the number of outstanding shares is 728,002 thousand shares, which differs from total issued shares due to the resulteffect of stock retirement.

(2) ChangesThere are no changes in number of outstanding shares as ofduring the years ended December 31, 20152017, 2016 and December 31, 2014 are as follows:2015.

   2015   2014 
   (In thousands of shares) 

Beginning

   728,002     710,201  

Issue of ordinary shares related to the acquisition of a subsidiary

        1,358  

Exercise of conversion rights

        16,443  

Acquisition of treasury shares

   (22,000     
  

 

 

   

 

 

 

Ending

   706,002     728,002  
  

 

 

   

 

 

 

24.23.    Accumulated Other Comprehensive Loss

(1) Details of accumulated other comprehensive loss as of December 31, 20152017 and 20142016 are as follows:

 

   2015   2014 
   (In millions of won) 

Equity-accounted investees — share of other comprehensive income (loss)

  1,856     (4,631

Foreign operations — foreign currency translation differences

   (3,456   (37,184
  

 

 

   

 

 

 
  (1,600   (41,815
  

 

 

   

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

24.    Accumulated Other Comprehensive Loss,  continued

   2017  2016 
   (In millions of won) 

Equity-accounted investees — share of other comprehensive income (loss)

  (20,442  5,944 

Loss on valuation ofavailable-for-sale financial asset

   (10,735   

Foreign operations — foreign currency translation differences

   (471,087  (85,047
  

 

 

  

 

 

 
  (502,264  (79,103
  

 

 

  

 

 

 

(2) Changes in accumulated other comprehensive income (loss) for the years ended December 31, 20152017 and 20142016 are as follows:

 

  2015   2017 
  Beginning Change   Ending   Beginning Change Ending 
  (In millions of won)   (In millions of won) 

Equity-accounted investees — share of other comprehensive income (loss)

  (4,631  6,487     1,856    5,944  (26,386 (20,442

Loss on valuation ofavailable-for-sale financial assets

     (10,735 (10,735

Foreign operations — foreign currency translation differences

   (37,184  33,728     (3,456   (85,047 (386,040 (471,087
  

 

  

 

   

 

   

 

  

 

  

 

 
  (41,815  40,215     (1,600  (79,103 (423,161 (502,264
  

 

  

 

   

 

   

 

  

 

  

 

 

 

    2014 
   Beginning  Change  Ending 
   (In millions of won) 

Available-for-sale financial assets — unrealized net change in fair value

  7,824    (7,824    

Equity-accounted investees — share of other comprehensive loss

   (8,337  3,706    (4,631

Foreign operations — foreign currency translation differences

   (108,294  71,110    (37,184
  

 

 

  

 

 

  

 

 

 
  (108,807  66,992    (41,815
  

 

 

  

 

 

  

 

 

 
   2016 
   Beginning  Change  Ending 
   (In millions of won) 

Equity-accounted investees — share of other comprehensive income

  1,856   4,088   5,944 

Foreign operations — foreign currency translation differences

   (3,456  (81,591  (85,047
  

 

 

  

 

 

  

 

 

 
  (1,600  (77,503  (79,103
  

 

 

  

 

 

  

 

 

 

25.24.    Retained Earnings and Dividends

(1) Details of retained earnings as of December 31, 20152017 and 20142016 are as follows:

 

  2015   2014   2017   2016 
  (In millions of won)   (In millions of won) 

Legal reserve1

  30,694     8,854    108,354    65,994 

Discretionary reserve2

   235,506     235,506     235,506    235,506 

Unappropriated retained earnings

   14,092,788     10,032,544     26,943,396    16,765,083 
  

 

   

 

   

 

   

 

 
  14,358,988     10,276,904    27,287,256    17,066,583 
  

 

   

 

   

 

   

 

 

 

1 

The Commercial Code of the Republic of Korea requires the Parent Company to appropriate for each financial year, as a legal reserve, an amount equal to a minimum of 10% of cash dividends paid until such reserve equals

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

24.    Retained Earnings and Dividends,  continued

50% of its issued capital stock. The reserve is not available for cash dividends payment, but may be transferred to capital stock or used to reduce accumulated deficit.

 

2 

Discretionary reserve is a reserve for technology development.

(2) Dividends of the Parent Company

(a) Details of dividends for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

   2015  2014  2013 
   (In millions of won and In thousands of shares) 

Type of dividends

   Cash Dividends    Cash Dividends      

Outstanding ordinary shares

   706,002    728,002    710,201  

Par value (in won)

  5,000    5,000    5,000  

Dividend rate

   10  6    

Total dividends

  353,001    218,401      

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

   2017   2016   2015 
   (In millions of won and In thousands of shares) 

Type of dividends

   Cash Dividends    Cash Dividends    Cash Dividends 

Outstanding ordinary shares

   706,002    706,002    706,002 

Par value (in won)

  5,000    5,000    5,000 

Dividend rate

   20%    12%    10% 

Total dividends

  706,002    423,601    353,001 

(b) Dividend payout ratio for the years ended December 31, 2015, 20142017, 2016 and 20132015 is as follows:

 

  2015 2014 2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

Dividends

  353,001    218,401        706,002    423,601    353,001 

Profit attributable to owners of the Parent Company

   4,322,356    4,195,456    2,872,470     10,641,512    2,953,774    4,322,356 

Dividend payout ratio

   8.17  5.21       6.63%    14.34%    8.17% 

(c) Dividend yield ratio for the years ended December 31, 2015, 20142017, 2016 and 20132015 is as follows:

 

  2015 2014 2013   2017   2016   2015 
  (In won)   (In won) 

Dividends per share

  500    300        1,000    600    500 

Closing stock price

   30,750    47,750    36,800     76,500    44,700    30,750 

Dividend yield ratio

   1.63  0.63       1.31%    1.34%    1.63% 

26.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

25.     Selling and Administrative Expenses

Selling and administrative expenses for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017 2016 2015 
  (In millions of won)   (In millions of won) 

Selling and administrative expenses:

    

Salaries

  385,281     351,318     265,137    467,824  348,571  385,281 

Defined benefit plan related

   25,499     22,801     19,132  

Defined benefit plan

   25,841  30,135  25,499 

Employee benefits

   81,606     60,277     60,459     87,299  86,721  81,606 

Commission

   212,129     211,111     158,107     232,799  230,903  212,129 

Depreciation

   89,879     58,608     51,240     96,153  82,461  89,879 

Amortization

   239,227     169,844     155,313     348,519  282,392  239,227 

Research and development

   1,620,324     1,409,530     968,804  

Freight and custody charge

   41,999     37,453     33,201     38,920  31,821  41,999 

Legal cost

   7,722     7,210     11,374     33,251  9,286  7,722 

Rental

   18,698     11,521     14,650     13,633  14,571  18,698 

Taxes and dues

   18,436     15,145     17,912     17,132  18,160  18,436 

Training

   20,314     42,737     26,863     27,105  19,503  20,314 

Sales promotional

   46,169     31,018     28,414  

Advertising

   83,748  47,055  43,411 

Utility

   13,595     5,673     10,804     14,480  14,204  13,595 

Supplies

   51,630     42,737     26,863     82,108  56,067  51,630 

Repair

   9,629     9,994     19,890     35,871  6,185  9,629 

Travel and transportation

   11,166  10,459  12,854 

Sales promotion cost

   57,180  42,170  46,169 

Product warranties

   7,682  38,584  396 

Other

   64,408     67,398     52,567     30,168  20,131  7,747 
  

 

   

 

   

 

   

 

  

 

  

 

 
  2,946,545     2,554,375     1,920,730     1,710,879  1,389,379  1,326,221 
  

 

   

 

   

 

   

 

  

 

  

 

 

Research and development:

    

Expenditure on research and development

   2,487,033  2,096,733  1,969,588 

Development cost capitalized

   (511,647 (352,022 (349,264
  

 

  

 

  

 

 
   1,975,386  1,744,711  1,620,324 
  

 

  

 

  

 

 
  3,686,265  3,134,090  2,946,545 
  

 

  

 

  

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

 

27.26.     Expenses by Nature

Nature of expenses for the years ended December 31, 2015, 20142017, 2016 and 20132015 is as follows:

 

  2015 20142 20132   2017 20162 20152 
  (In millions of won)   (In millions of won) 

Changes in finished goods and work-in-process

  (290,904  (216,403  292,330    (528,298 (60,415 (290,904

Raw materials and consumables

   3,537,227    2,857,555    2,312,998     4,257,017  3,437,714  3,473,238 

Employee benefit

   2,485,372    2,353,196    1,896,843     3,059,690  2,317,687  2,439,456 

Depreciation and amortization

   3,887,900    3,413,636    2,928,559     4,912,260  4,396,478  3,887,900 

Royalty

   210,902    167,167    187,611     221,789  229,422  210,902 

Commission

   802,432    712,492    442,628     1,254,084  986,059  832,608 

Utility

   656,251    608,523    543,516     971,489  840,129  740,833 

Repair

   625,383    749,949    1,012,702     946,132  604,458  613,987 

Outsourcing

   982,358    1,017,970    952,336     895,996  785,755  982,457 

Other

   564,977    352,015    215,794     397,949  383,942  571,421 
  

 

  

 

  

 

   

 

  

 

  

 

 

Total1

  13,461,898    12,016,100    10,785,317    16,388,108  13,921,229  13,461,898 
  

 

  

 

  

 

   

 

  

 

  

 

 

 

1 

Total expenses consist of cost of sales and selling and administrative expenses.

 

2 

Expenses for the years ended December 31, 20142016 and 20132015 were reclassified to conform with the classification for the year ended December 31, 2015.

2017.

28.27.     Finance Income and Expenses

Finance income and expenses for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014 2013   2017 2016 2015 
  (In millions of won)   (In millions of won) 

Finance income:

         

Interest income

  40,715     52,122    66,410    54,275  34,174  40,715 

Dividend income

   1,265     1,233    2,381     13  18  1,265 

Gain on disposal of available-for-sale financial assets

        10,054    205  

Gain on disposal of financial assets at fair value through profit or loss

   33,814     28,493      

Foreign exchange differences

   766,981     576,577    485,411     893,047  762,747  766,981 

Gain from derivative instruments

   1,697     3,170    6,163     902  1,472  1,697 

Gain on disposal of financial assets at fair value through profit or loss

   15,754  15,348  33,814 

Gain on valuation of financial assets at fair value through profit or loss

   2,280     6,921         1,399  1,133  2,280 

Gain on disposal ofavailable-for-sale financial assets

   31,078       
  

 

   

 

  

 

   

 

  

 

  

 

 
   846,752     678,570    560,570     996,468  814,892  846,752 
  

 

   

 

  

 

   

 

  

 

  

 

 

Finance expenses:

         

Interest expenses

   118,505     170,363    256,623     123,918  120,122  118,505 

Foreign exchange differences

   1,124,628  724,681  709,350 

Loss on disposal of available-for-sale financial assets

        3,500         158       

Foreign exchange differences

   709,350     448,060    391,071  

Loss on redemption of debentures

        2,924      

Loss from derivative instruments

   2,058     174,924    99,635     913  1,525  2,058 
  

 

   

 

  

 

   

 

  

 

  

 

 
   829,913     799,771    747,329     1,249,617  846,328  829,913 
  

 

   

 

  

 

   

 

  

 

  

 

 

Net finance income (expense)

  16,839     (121,201  (186,759  (253,149 (31,436 16,839 
  

 

   

 

  

 

   

 

  

 

  

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

 

29.28.    Other Income and Expenses

Other income for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

Gain on disposal of property, plant and equipment

  16,554     5,611     9,560    35,161    13,167    16,554 

Gain on disposal of intangible assets

             191  

Insurance compensation1

        587,429     327,659  

Gain on disposal of intangible asset

   758         

Other

   23,925     25,644     31,103     41,963    39,204    23,925 
  

 

   

 

   

 

   

 

   

 

   

 

 
  40,479     618,684     368,513    77,882    52,371    40,479 
  

 

   

 

   

 

   

 

   

 

   

 

 

Other expenses for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

Loss on disposal of property, plant and equipment

  19,540     11,522     7,952    10,229    6,566    19,540 

Loss on disposal of intangible assets

   5,493     9,522     17,278     4,872    5,218    5,493 

Donation

   55,131     16,111     3,222  

Loss on disposal of trade receivables

   1,413     3,756     3,317     7,049    3,137    1,413 

Loss on impairment of property, plant and equipment

   22,055     25,397              3,746    22,055 

Loss on impairment of intangible assets

   1,771     529     183     769    98    1,771 

Casualty losses1

        123,957     450,752  

Other2

   43,536     391,630     23,166  

Donation

   76,195    51,629    55,131 

Other

   19,746    33,585    43,536 
  

 

   

 

   

 

   

 

   

 

   

 

 
  148,939     582,424     505,870    118,860    103,979    148,939 
  

 

   

 

   

 

   

 

   

 

   

 

 

1

For the year ended December 31, 2014, the Group recognized casualty losses of ₩123,957 million (2013: ₩450,752 million) caused by a fire in the manufacturing facilities located in Wuxi, China, which includes impairment losses on property, plant and equipment, impairment losses on inventories, depreciation of temporarily idle property, plant and equipment and others. In 2014, the Group and insurance companies reached an agreement about the insurance compensation amounting to USD560 million (₩587,429 million equivalent), which was recognized as other income (2013: ₩327,659 million).

2

For the year ended December 31,2014, expenses related to settlement of trade secret lawsuit alleged by Toshiba Corporation amounting to USD 278 million (₩306,161 million equivalent) are included.

30.29.    Income Tax Expense

(1) Income tax expense for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015 2014 2013   2017 2016 2015 
  (In millions of won)   (In millions of won) 

Current tax:

        

Current tax on profits for the year

  1,026,791    922,228    22,728    2,687,405  543,594  1,026,791 

Adjustments in respect of prior years

       (551  (1,588

Adjustments for the current tax liabilities attributable to prior year, but recognized in current year

   (56,072 77,696    
  

 

  

 

  

 

   

 

  

 

  

 

 
   1,026,791    921,677    21,140     2,631,333  621,290  1,026,791 
  

 

  

 

  

 

   

 

  

 

  

 

 

Deferred tax:

        

Origination and reversal of temporary differences

   (81,265  (69,176  180,928  

Changes in net deferred tax assets

   166,014  (365,319 (81,265
  

 

  

 

  

 

   

 

  

 

  

 

 

Income tax expense

  945,526    852,501    202,068    2,797,347  255,971  945,526 
  

 

  

 

  

 

   

 

  

 

  

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

30.29.    Income Tax Expense,  continued

 

(2) The relationship between income tax expense and accounting profit for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015 2014 2013   2017 2016 2015 
  (In millions of won)   (In millions of won) 

Profit before tax

  5,269,121    5,047,670    3,074,925    13,439,566  3,216,454  5,269,121 

Tax calculated at domestic tax rates applicable to profits in the respective countries

   1,266,293    1,181,621    744,847     3,204,233  777,920  1,266,293 

Tax effects of:

        

Tax-exempt income

   (24  (13  76     (157 (2,669 (24

Non-deductible expenses

   6,614    71,531    13,545     4,703  3,981  6,614 

Changes in unrecognized deferred tax assets

   (113,829 (517,805 (252,088

Tax credit

   (104,425  (148,052  (108,433   (126,213 (101,843 (104,425

Changes in unrecognized deferred tax assets

   (252,088  (260,437  (450,113

Adjustments for prior years’ tax liabilities due to changes in estimates

   (56,072 77,696    

Others

   29,156    7,851    2,146     64,682  18,691  29,156 
  

 

  

 

  

 

   

 

  

 

  

 

 

Income tax expense

  945,526    852,501    202,068    2,797,347  255,971  945,526 
  

 

  

 

  

 

   

 

  

 

  

 

 

(3) The income taxes recorded directly in equity for the years ended December 31, 2015, 20142017 and 20132016 are as follows:

 

    2015   2014   2013 
   (In millions of won) 

Recognized in other comprehensive income: Gains on valuation of available-for-sale financial assets

      —          311  
   2017  2016 
   (In millions of won) 

Remeasurements of defined benefit liabilities

  (1,114  68,171 

Gain on valuation ofavailable-for-sale financial assets

   4,072    
  

 

 

  

 

 

 
  2,958   68,171 
  

 

 

  

 

 

 

31.30.    Earnings Per Share

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders of the Parent Company by the weighted average number of outstanding ordinary shares during the years.

(1) Basic earnings per share for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  2015   2014   2013   2017   2016   2015 
  (In millions of won, except for
shares and per share amounts)
   (In millions of won, except for shares and per share
amounts)
 

Profit attributable to ordinary shareholders

  4,322,356     4,195,456     2,872,470    10,641,512    2,953,774    4,322,356 

Weighted average number of outstanding ordinary shares1

   720,143,294     718,197,377     710,200,891     706,001,795    706,001,795    720,143,294 

Basic earnings per share

  6,002     5,842     4,045  

Basic earnings per share (in won)

   15,073    4,184    6,002 

 

1 

Weighted average number of outstanding ordinary shares is calculated as follows:

 

  2015 2014 2013   2017 2016 2015 
  (In shares)   (In shares) 

Outstanding ordinary shares

   728,001,795    710,200,891    694,155,767     728,002,365  728,002,365  728,002,365 

Exercise of conversion rights

       7,051,443    16,045,124  

Issue of ordinary shares related to the acquisition of a subsidiary

       945,393      

Acquisition of treasury shares

   (7,858,501  (350       (22,000,570 (22,000,570 (7,859,071
  

 

  

 

  

 

   

 

  

 

  

 

 

Weighted average number of outstanding ordinary shares

   720,143,294    718,197,377    710,200,891     706,001,795  706,001,795  720,143,294 
  

 

  

 

  

 

   

 

  

 

  

 

 

(2) There is no potential ordinary shares with dilutive effect during

SK HYNIX, INC. and Subsidiaries

Notes to the years ended Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 2013. Accordingly, diluted2015

30.     Earnings Per Share,  continued

(2) Diluted earnings per share for the years ended December 31, 2017, 2016 and 2015 2014 and 2013 are the same as basic earnings per share.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013follows:

 

  2017  2016  2015 
  

(In millions of won, except for

shares and per share amounts)

 

Profit attributable to ordinary shareholders of the Parent Company

 10,641,512   2,953,774   4,322,356 

Weighted average number of diluted outstanding ordinary shares1

  706,038,232   706,001,795   720,143,294 

Diluted earnings per share (in won)

 15,072   4,184   6,002 

32.

1Weighted average number of outstanding ordinary shares is calculated as follows:

   2017   2016   2015 
   (In shares) 

Weighted average number of outstanding ordinary shares

   706,001,795    706,001,795    720,143,294 

Stock options

   36,437         
  

 

 

   

 

 

   

 

 

 

Weighted average number of diluted outstanding ordinary shares

   706,038,232    706,001,795    720,143,294 
  

 

 

   

 

 

   

 

 

 

31.    Transactions with Related Party TransactionsParties

(1) DetailsList of joint venture and other related parties as of December 31, 20152017 are as follows:

 

Type

  

Name of related parties

Associates

  Stratio, Inc., SK China Company Limited, Gemini Partners Pte. Ltd., TCL Fund

Joint venture

  HITECH Semiconductor (Wuxi) Co., Ltd.

Other related parties

  

SK Telecom Co., Ltd., which has significant influence over the Group,

SK Holdings Co., Ltd., which has control over SK Telecom Co., Ltd., and their subsidiaries

(2) Significant transactions for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

  

2015

  

2017

 
  

Company

  Operating
revenue and
others
   Operating
expense
and others
   Dividend
income
   Asset
acquisition
  

Company

 Operating
revenue and
others
 Operating
expense
and others
 Asset
acquisition
 Dividend
income
 
     (In millions of won)  (In millions of won) 

Joint venture

  HITECH Semiconductor (Wuxi) Co., Ltd.  1,364     675,112     15,780        HITECH Semiconductor (Wuxi) Co., Ltd. 5,782  582,745     14,828 

Other related parties

  SK Telecom Co., Ltd.1   2,384     52,944          3,984   SK Telecom Co., Ltd.1 318  96,441  24,183    
  SK Holdings Co., Ltd.2   199     81,997          76,398   SK Holdings Co., Ltd.2 994  174,556  142,913    
  ESSENCORE Limited   147,992                  ESSENCORE Limited 749,238          
  SK Engineering & Construction Co., Ltd.   1,923     1,378          1,084,554   SK Engineering & Construction Co., Ltd. 27,433  7,290  1,464,735    
  SK Energy Co., Ltd.   5,245     44,893             SK Energy Co., Ltd. 5,075  54,682       
  SK Networks Co., Ltd.        3,627             SK Networks Co., Ltd.    5,350       
  Ko-one energy service Co., Ltd.        2,685          7   SKC Solmics Co., Ltd.    30,486  1,020    
  SKC solmics Co., Ltd.        36,055          269   Chungcheong energy service Co., Ltd. 10  16,062  10    
  Chungcheong energy service Co., Ltd.        24,292             Happynarae Co., Ltd. 34  455,632  36,516    
  HAPPYNARAE Co., Ltd.   3,176     83,258          21,448   SK Materials Co., Ltd. 3  50,657       
  Others   493     63,845          14,516   SK Siltron Co., Ltd. 1,538  84,791       
    

 

   

 

   

 

   

 

  Others 667  172,703  29,787    
    162,776     1,070,086     15,780     1,201,176    

 

  

 

  

 

  

 

 
    

 

   

 

   

 

   

 

   791,092  1,731,395  1,699,164  14,828 
  

 

  

 

  

 

  

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

31.    Transactions with Related Parties,  continued

 

1 Operating expense and others include dividend payments of ₩87,660 million.

2For the year ended December 31, 2017, royalty paid for the use of the SK brand amounted to ₩34,882 million.

  

2016

 
  

Company

 Operating
revenue and
others
  Operating
expense
and others
  Asset
acquisition
  Dividend
income
 
    (In millions of won) 

Joint venture

 HITECH Semiconductor (Wuxi) Co., Ltd. 1,171   568,526   17,678   20,726 

Other related parties

 SK Telecom Co., Ltd.1  375   81,125   12,181    
 SK Holdings Co., Ltd.2  907   133,441   146,823    
 ESSENCORE Limited  571,639          
 SK Engineering & Construction Co., Ltd.  2,512   21,838   659,312    
 SK Energy Co., Ltd.  4,683   47,768       
 SK Networks Co., Ltd.     4,747       
 SKC Solmics Co., Ltd.     34,433   432    
 Chungcheong energy service Co., Ltd.  10   16,460       
 Happynarae Co., Ltd.  30   173,948   13,595    
 SK Materials Co., Ltd.     43,213       
 Others  432   125,662   17,528    
  

 

 

  

 

 

  

 

 

  

 

 

 
  581,759   1,251,161   867,549   20,726 
  

 

 

  

 

 

  

 

 

  

 

 

 

1Operating expense and others include dividend payments of ₩73,050 million.

2For the year ended December 31, 2016, royalty paid for the use of the SK brand amounted to ₩37,887 million.

  

2015

 
  

Company

 Operating
revenue and
others
  Operating
expense
and others
  Asset
acquisition
  Dividend
income
 
    (In millions of won) 

Joint venture

 HITECH Semiconductor (Wuxi) Co., Ltd. 1,364   675,112      15,780 

Other related parties

 SK Telecom Co., Ltd.1  2,384   52,944   3,984    
 

SK Holdings Co., Ltd.2,3

  199   81,997   76,398    
 ESSENCORE Limited  147,992          
 SK Engineering & Construction Co., Ltd.  1,923   1,378   1,084,554    
 SK Energy Co., Ltd.  5,245   44,893       
 SK Networks Co., Ltd.     3,627       
 Ko-one energy service Co., Ltd.     2,685   7    
 SKC Solmics Co., Ltd.     36,055   269    
 Chungcheong energy service Co., Ltd.     24,292       
 Happynarae Co., Ltd.  3,176   83,258   21,448    
 Others  493   63,845   14,516    
  

 

 

  

 

 

  

 

 

  

 

 

 
  162,776   1,070,086   1,201,176   15,780 
  

 

 

  

 

 

  

 

 

  

 

 

 

1Operating expense and others include dividend payments of ₩43,830 million.

 

2 

The Group entered into a contract with SK Holdings Co., Ltd. under which the Group pays royalty for the use of SK brand in proportion to sales amount. For the year ended December 31, 2015, royalty paid for the use of the SK brand amounted to ₩34,597 million (2014: ₩28,780 million and 2013: ₩18,251 million). million.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

31.    Transactions with Related Parties,  continued

3Meanwhile, on August 1, 2015, SK C&C Co., Ltd. merged with SK Holdings Co., Ltd. and changed its name to SK Holdings Co., Ltd.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

32.    Related Party Transactions,  continued

   

2014

 
   

Company

  Operating
revenue
and others
   Operating
expense and
others
   Dividend
income
   Asset
acquisition
 
   (In millions of won) 

Associate

  Siliconfile Technologies Inc.1  25,109     411     236       

Joint venture

  HITECH Semiconductor (Wuxi) Co., Ltd.   1,734     612,890     15,664       

Other related parties

  SK Telecom Co., Ltd.   3,391     7,493          2,685  
  SK Holdings Co., Ltd.        33,273            
  SK C&C Co., Ltd.2   70     5,879          12,225  
  SK Engineering & Construction Co., Ltd.   481     44,928          959,985  
  SK Energy Co., Ltd.   5,121     44,664            
  SK Networks Co., Ltd.        2,777          2,772  
  Ko-one energy service Co., Ltd.        3,074            
  SKC solmics Co., Ltd.        28,023          718  
  Chungcheong energy service Co., Ltd.        27,496            
  HAPPYNARAE Co., Ltd.   53     63,398          10,187  
  Others   427     19,837          1,548  
    

 

 

   

 

 

   

 

 

   

 

 

 
    36,386     894,143     15,900     990,120  
    

 

 

   

 

 

   

 

 

   

 

 

 

1

Siliconfile Technologies Inc. became a subsidiary through the Parent Company’s additional acquisition of the remaining interest on April 22, 2014.

2

SK C&C Co., Ltd. was excluded from related party after April 2014 due to change in CEO.

   2013 
   Company Operating
revenue and
others
   Operating
expense and
others
   Dividend
Income
   Asset
acquisition
 
   (In millions of won) 

Associate

  Siliconfile Technologies Inc. 100,975     1,585            

Joint venture

  HITECH Semiconductor (Wuxi)
Co., Ltd.
  61,368     581,374     15,033       

Other related parties

  SK Telecom Co., Ltd.  954     2,811          230  
  SK Holdings Co., Ltd.       20,583            
  SK C&C Co., Ltd.  150     22,374          30,522  
  SK Engineering & Construction Co., Ltd.  637     12,056          166,423  
  SK Energy Co., Ltd.  13,103     28,258            
  SK Networks Co., Ltd.1       927          112,360  
  Ko-one energy service Co., Ltd.       20,452            
  SKC solmics Co., Ltd.       24,041          300  
  Chungcheong energy service Co., Ltd.       28,231            
  HAPPYNARAE Co., Ltd.  62     59,624          7,763  
  Others  261     9,095          332  
   

 

 

   

 

 

   

 

 

   

 

 

 
   177,510     811,411     15,033     317,930  
   

 

 

   

 

 

   

 

 

   

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

32.    Related Party Transactions,  continued

1

The Group acquired 5,745 shares of Sky Property Management Ltd. at ₩112,360 million from SK Networks Co., Ltd., a related party during 2013 and recognized them as available-for-sale securities.

(3) The balances of significant transactions as of December 31, 20152017 and December 31,201431, 2016 are as follows:

 

  2015   

2017

 
  Company Trade
receivables
and others
   Other
payables and
others
   

Company

  Trade
receivables

and others
   Other
payables and
others
 
   (In millions of won)      (In millions of won) 

Joint venture

  HITECH Semiconductor (Wuxi)
Co., Ltd.
1
 15,628     108,519    HITECH Semiconductor (Wuxi) Co., Ltd.      90,782 

Other related parties

  SK Telecom Co., Ltd.  155     2,797    SK Telecom Co., Ltd.   94    3,014 
  SK Holdings Co., Ltd.  103     98,798    SK Holdings Co., Ltd.   5,530    108,038 
  ESSENCORE Limited  142         ESSENCORE Limited   90,367     
  SK Engineering & Construction Co., Ltd.  1,049     236,875    SK Engineering & Construction Co., Ltd.   7,327    946,517 
  SK Energy Co., Ltd.  474     5,962    SK Energy Co., Ltd.   500    10,505 
  SK Networks Co., Ltd.       954    SK Networks Co., Ltd.       1,395 
  SKC solmics Co., Ltd.       9,544    SKC Solmics Co., Ltd.       3,393 
  Chungcheong energy service Co., Ltd.       1,425    Chungcheong energy service Co., Ltd.   11    2,128 
  HAPPYNARAE Co., Ltd.  275     24,148    Happynarae Co., Ltd.   3    55,126 
  Others  102     29,339    SK Materials Co., Ltd.       11,692 
   

 

   

 

   SK Siltron Co., Ltd.1   150,521    21,071 
   17,928     518,361    Others   90    99,043 
   

 

   

 

     

 

   

 

 
    254,443    1,352,704 
    

 

   

 

 

 

1 

The Parent Company repaid remaining balanceGroup has paid ₩150,000 million in advance for the purchase of borrowings from HITECH Semiconductor (Wuxi) Co., Ltd. in the amount of ₩22,552 million forwafers during the year ended December 31, 2015.

2017 (See note 32).

 

  2014   

2016

 
  Company Trade
receivables
and others
   Other
payables and
others
   Borrowings1   

Company

  Trade
receivables
and others
   Other
payables and
others
 
   (In millions of won)      (In millions of won) 

Joint venture

  HITECH Semiconductor (Wuxi)
Co., Ltd.
 18,393     113,257     22,552    HITECH Semiconductor (Wuxi) Co., Ltd.      99,328 

Other related parties

  SK Telecom Co., Ltd.  2,763     2,622         SK Telecom Co., Ltd.   92    4,281 
  SK Holdings Co., Ltd.       3,080         SK Holdings Co., Ltd.   6,343    98,396 
  SK Engineering & Construction Co., Ltd.  23     561,004         ESSENCORE Limited   72,507     
  SK Energy Co., Ltd.  462     5,961         SK Engineering & Construction Co., Ltd.   2,016    530,940 
  SK Networks Co., Ltd.       479         SK Energy Co., Ltd.   417    6,544 
  SKC solmics Co., Ltd.       9,258         SK Networks Co., Ltd.       1,143 
  Chungcheong energy service Co., Ltd.       3,295         SKC Solmics Co., Ltd.       10,067 
  HAPPYNARAE Co., Ltd.  1     14,606         Chungcheong energy service Co., Ltd.       1,804 
  Others  32     14,455         Happynarae Co., Ltd.   3    23,046 
   

 

   

 

   

 

   SK Materials Co., Ltd.       9,205 
   21,674     728,017     22,552    Others   5    45,656 
   

 

   

 

   

 

     

 

   

 

 
    81,383    830,410 
    

 

   

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

32.31.    Transactions with Related Party Transactions,Parties,  continued

 

(4) Key management compensation

Key management includes the Parent Company’s directors, members of the board of directors, chief financial officer, subsidiary’s executives and internal auditors. The compensation paid to key management for employee services for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

Details

  2015   2014   2013   2017   2016   2015 
  (In millions of won)   (In millions of won) 

Salaries

  73,013     74,599     30,909    106,291    68,504    60,024 

Defined benefit plan related expenses

   7,250     7,061     4,546     8,840    8,184    7,025 

Share-based payment

   813         

Others

   15     19     6     13    21    15 
  

 

   

 

   

 

   

 

   

 

   

 

 
  80,278     81,679     35,461    115,957    76,709    67,064 
  

 

   

 

   

 

   

 

   

 

   

 

 

33.32.    Commitments and Contingencies

(1)    Significant pendingThe details of litigations and claims of the Group as of December 31, 20152017 are as follows:

(a)    Lawsuit from SanDisk Corporation (“SanDisk”)Netlist, Inc.

SanDiskNetlist, Inc. filed a lawsuit against SK hynix, the Parent Company and others, which are subsidiaries of the Parent Company alleging infringement of multiple patents to U.S. District Court for the Central District of California, on August 31, 2016 and June 14, 2017, to the U.S. International Trade Commission on September 1, 2016 and October 31, 2017 and to German District Court of Munich and Beijing Intellectual Property Court, respectively, on July 11, 2017. As of December 31, 2017, the patent infringement lawsuits filed by Netlist, Inc. in the U.S. have not been finalized and the final result cannot be predicted.

Meanwhile, the lawsuit filed to the US International Trade Commission on September 1, 2016 was finalized on January 16, 2018 in conclusion that the Parent Company and its subsidiaries (SK hynix Americadid not infringe the patents of Netlist, Inc. and SK hynix memory solutions Inc.) in Santa Clara Superior Court of the United States of America, alleging misappropriation of trade secrets jointly owned by SanDisk and Toshiba Corporation, on March 13, 2014 (“SanDisk lawsuit”). Meanwhile on August 4, 2015, SanDisk agreed to withdraw the lawsuit against the Parent Company and its subsidiaries, and therefore, the lawsuit has been terminated.

(b)    Lawsuit regarding ordinary wages

On August 1, 2014, some of the Parent Company’s employees filed a lawsuit against the Parent Company to the Suwon District Court, seeking additional payment of overtime allowance in relation to ordinary wages. The Parent Company submitted a written response on September 5, 2014 and oral pleading has been processed several times after that date. The court’s decision to exclude additional payment such as regular bonus from ordinary wages has been made as of November 12, 2015. Since the plaintiff decided not to appeal the case, the lawsuit has been terminated.

(c)    Other patent infringement claims and litigation

TheIn addition to the above litigations, the Group has responded to various disputes related to intellectual property rights and has recognized a liability when it is involved in various alleged patent infringement claimsprobable that an outflow of resources will arise and litigation. No provisions have been made as the final outcome of these matters cannota loss can be determined or predicted given that these claims and litigation are at their the early stage as of December 31, 2015.reliably estimated.

(2)    Technology and patent license agreements

The Group has entered into a number of patent license agreements with several companies. The related royalties are paid inon a lump-sumlumpsum or running basis in accordance with the respective agreements. Lump-sumThe lumpsum royalties are expensed over the contract period using the straight-line method.

(3)    Contract for supply of industrial water

In March 2001, theThe Group andhas entered into a contract with Veolia Water Industrial Development Co., Ltd. (“VWID”) entered into a contract forunder which the purpose of purchasingGroup purchases industrial water from VWID for 12 years fromby March 2001 to March 2013. In December 2006, the contract was extended to March 2018, and subsequently amended due to the establishment

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

33.    Commitments and Contingencies,  continued

of additional plants.2018. According to the amended contract, the Group is obligated to pay base service charges, which are predetermined and additional service charges which are variable according to the amount of water used.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

32.    Commitments and Contingencies,  continued

 

(4)    Post-processPost- process service contract with HITECH

In 2009, theThe Group has entered into an agreement with HITECH to be provided with post-process service by HITECH. The conditions of the service provided includes package, package test, modules and others. As the agreement has been expired in June, 2015, the Group extended the agreement for the next five years and main terms of the agreement such as the conditions of the service and preemptive rights to use HITECH equipments are equivalent to those of the former agreement. According to the agreement, the Group is liable to guarantee a certain level of margin to HITECH.

(5)    Assets provided as collateral

Details of assets provided as collateral as of December 31, 20152017 are as follows:

 

  Book value   Pledged amount   

Remark

  Book value   Pledged
amount
   

Remark

  (In millions of won)      (In millions of won)    

Land

  45,750        18,055     

Buildings

   115,194     1,404,275    Borrowings for equipment and others   52,582    1,398,765   Borrowings for equipment and others

Machinery

   872,957         1,114,508     
  

 

   

 

     

 

   

 

   
  1,033,901     1,404,275      1,185,145    1,398,765   
  

 

   

 

     

 

   

 

   

Other than the above assets provided as collateral, the finance lease assets of the Group are pledged as collateral for the finance lease liabilities in accordance with the finance lease contracts.

(6)    Financing agreements

Details of credit lines with financial institutions as of December 31, 20152017 are as follows:

 

  Financial
Institution
 

Commitment

 Currency Amount 
      (In millions of won and
millions of foreign currencies)
 

The Parent Company

 KEB Hana Bank
and others
 Import finance including usance USD  200265 
 Bank and others Export finance including bills bought USD  350250 
  

Comprehensive limit contract
for
import and export

 USD  1,305960

Accounts receivable factoring contracts which have no right to recourse

KRW140,000 

SK Hynix Semiconductor (China) Ltd. (SKHYCL)

 Agricultural
Bank of China
and others
 Import finance including usance RMB

USD

  

1,8951,300

232

 
USD1,397

SK Hynix America Inc. (SKHYA) and other sales entities

 Citibank and
others
 

Accounts receivable factoring
contracts which have no right to
recourse

 USD  139319 

Domestic subsidiaries

 KEB Hana Bank
and others
 Export finance including bills bought KRW  5,000500 
  Guarantee KRW  2,00010,000 
  Foreign currency forward

Agent contract for procurement payment

 USDKRW  115,000 

The Group has entered into trade receivables discounting agreements with several financial institutions. There are outstanding trade receivables discounted corresponding to ₩3,076 million as of December 31, 2015 (as of December 31, 2014: ₩220,663 million). The Group is obliged to redeem discounted receivables to financial

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 20142017, 2016 and 20132015

33.32.    Commitments and Contingencies,  continued

 

institutions in case of the default of the counterparties and accordingly, accounted for the above transactions as collateralized borrowings.

(7)    Details of guarantees provided to others as of December 31, 20152017 are as follows:

 

   Amount   

Remark

   (In millions of won)    

Employees

  8   Guarantees for employees’ borrowings relating to employee stock ownership

(8)    Capital commitments

As of December 31, 2015, the Group has ₩300,041 million (as of December 31, 2014: ₩348,802 million) ofThe Group’s unrecorded commitments in relation to the capital expenditures on fixed assets.property, plant and equipment as of December 31, 2017 and 2016 are ₩661,588 million and ₩293,730 million, respectively.

34.(9)    Equity investment in Toshiba semiconductor business

The Group has decided to invest JPY 266,000 million in BCPE Pangea Intermediate Holdings Cayman, LP and acquire convertible bonds of JPY 129,000 million issued by BCPE Pangea Cayman 2 Limited, by participating in a consortium including Bain Capital (“Bain Consortium”) in connection with the Bain Consortium’s acquisition of Toshiba’s semiconductor business.

Meanwhile, the Bain Consortium and Toshiba signed an agreement to acquire Toshiba’s semiconductor business and approvals from various countries’ government were in process as of December 31, 2017. The completion of the arrangement is subject to the results of compliance in the prerequisites set forth in the arrangement including the approval by various countries’ government.

(10) Long-term purchase agreement for raw materials

The Group has entered into a procurement agreement with SK Siltron Co., Ltd. from 2019 to 2023 for stable supply of wafer with an advanced payment of ₩150,000 million during the year ended December 31, 2017. In addition, SK Siltron Co., Ltd. has committed to provide certain portion of its investment assets as collateral to secure the advanced payment of ₩150,000 million prepaid by the Group.

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

33.    Cash Generated from Operating Activities

(1) Reconciliations between profit for the year and net cash inflow from operating activities for the years ended December 31, 2015, 20142017, 2016 and 20132015 are as follows:

 

    2015  2014  2013 
   (In millions of won) 

Profit for the year

   ₩4,323,595    4,195,169    2,872,857  

Adjustment

    

Income tax expense

   945,526    852,501    202,068  

Defined benefit plan related expenses

   160,184    143,432    125,495  

Depreciation of property, plant and equipment and investment property

   3,695,158    3,269,705    2,922,245  

Amortization

   258,078    174,275    156,276  

Loss on impairment of property, plant and equipment

   22,055          

Loss on foreign currency translation

   143,768    116,726    24,415  

Interest expense

   118,505    170,363    256,623  

Gain on foreign currency translation

   (58,658  (79,678  (94,175

Interest income

   (40,715  (52,122  (66,410

Loss on derivative instruments, net

   361    171,754    93,473  

Gain on equity method investments, net

   (24,642  (12,506  (19,256

Others, net

   (18,231  13,072    116,735  

Changes in operating assets and liabilities

    

Decrease (increase) in trade receivables

   1,260,172    (1,628,665  (278,141

Decrease (increase) in loans and other receivables

   724,149    (753,278  (214,701

Decrease (increase) in inventories

   (414,830  (314,547  333,179  

Increase in other assets

   (177,316  (10,210  (239,553

Increase (decrease) in trade payables

   (156,074  69,290    113,552  

Increase (decrease) in other payables

   (60,252  (105,971  74,666  

Increase (decrease) in other non-trade payables

   (147,392  498,152    309,974  

Decrease in provisions

   (6,889  (26,793  (127,052

Increase (decrease) in other liabilities

   (29,327  51,598    8,567  

Payment of defined benefit liabilities

   (6,392  (34,144  (45,171

Contribution to plan assets

   (153,566  (402,894  (4,113
  

 

 

  

 

 

  

 

 

 

Cash generated from operating activities

  10,357,267    6,305,229    6,521,553  
  

 

 

  

 

 

  

 

 

 

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2015, 2014 and 2013

34.    Cash Generated from Operating Activities,  continued

   2017  2016  2015 
   (In millions of won) 

Profit for the year

   ₩10,642,219   2,960,483   4,323,595 

Adjustment

    

Income tax expense

   2,797,347   255,971   945,526 

Defined benefit plan related expenses

   168,774   213,332   160,184 

Depreciation of property, plant and equipment and investment property

   4,618,881   4,133,886   3,695,158 

Amortization

   407,354   322,569   258,078 

Loss on impairment of property, plant and equipment

      3,746   22,055 

Loss on foreign currency translation

   246,316   116,500   143,768 

Interest expense

   123,918   120,122   118,505 

Gain on foreign currency translation

   (310,978  (106,840  (58,658

Interest income

   (54,275  (34,174  (40,715

Loss on derivative instruments, net

   11   53   361 

Gain on equity method investments, net

   (12,367  (22,752  (24,642

Others, net

   (63,803  (17,069  (18,231

Changes in operating assets and liabilities

    

Decrease (increase) in trade receivables

   (2,964,272  (470,792  1,260,172 

Decrease (increase) in loans and other receivables

   (36,541  62,758   724,149 

Increase in inventories

   (634,623  (110,769  (414,830

Increase in other assets

   (302,967  (55,760  (177,316

Increase (decrease) in trade payables

   514,751   (208,439  (156,074

Decrease in other payables

   (110  (23,558  (60,252

Increase (decrease) in othernon-trade payables

   666,770   (328,871  (147,392

Increase (decrease) in provisions

   38,860   17,521   (6,889

Increase (decrease) in other liabilities

   4,081   5,018   (29,327

Payment of defined benefit liabilities

   (15,313  (18,514  (6,392

Contribution to plan assets

   (460,772  (327,640  (153,566
  

 

 

  

 

 

  

 

 

 

Cash generated from operating activities

  15,373,261   6,486,781   10,357,267 
  

 

 

  

 

 

  

 

 

 

(2) Details of significant transactions without inflows and outflows of cash for the years ended December 31, 20152017, 2016 and 20142015 are as follows:

 

   2015   2014   2013 
   (In millions of won) 

Other payables related to acquisition of property, plant and equipment

       588,435     190,667  

Issue of ordinary shares related to the acquisition of a subsidiary

        54,070       

Exercise of conversion rights

        772,590     432,434  

Transferred to non-current convertible bond due to expiration of early redemption rights

             486,569  
   2017   2016   2015 
   (In millions of won) 

Investmentin-kind for SK China Company Limited

  143,209         

Increase in other payables related to acquisition of property, plant and equipment

   1,154,195    224,412     

SK HYNIX, INC. and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2017, 2016 and 2015

33.    Cash Generated from Operating Activities,  continued

(3) Changes in liabilities arising from financial activities during the years ended December 31, 2017 and 2016 are as follows:

   2017  2016 
   (In millions of won) 

Beginning balance

  4,335,978   3,818,595 

Cash flows from financing activities

   

Proceeds from borrowings

   782,329   2,080,343 

Repayments of borrowings

   (710,635  (1,610,466

Foreign currency differences

   (238,112  44,345 

Present value discount (interest expense)

   1,710   3,161 
  

 

 

  

 

 

 

Ending balance

  4,171,270   4,335,978 
  

 

 

  

 

 

 

34.Share-based payment

(1) The Group granted equity-settled stock options to the Group’s key management during the year ended December 31, 2017 and the stock options as of December 31, 2017 are as follows.

   Total numbers of share
option granted
   Exercised   Forfeited or Cancelled   Outstanding at
December 31, 2017
 
   (In shares) 

1st

   99,600            99,600 

2nd

   99,600            99,600 

3rd

   99,600            99,600 
  

 

 

   

 

 

   

 

 

   

 

 

 
   298,800            298,800 
  

 

 

   

 

 

   

 

 

   

 

 

 

Grant date

Service Period for Vesting

Exercisable Period

Exercise
price

(in won)

1st

March 24, 2017March 24, 2017—March 24, 2019March 25, 2019—March 24, 202248,400

2nd

March 24, 2017March 24, 2017—March 24, 2020March 25, 2020—March 24, 202352,280

3rd

March 24, 2017March 24, 2017—March 24, 2021March 25, 2021—March 24, 202456,460

(2) Measurement of fair value

The compensation cost is calculated by applying a binomial option-pricing model in estimating the fair value of the option at grant date. The inputs used are as follows:

   1st  2nd  3rd 

Expected volatility

   23.23  23.23  23.23

Estimated fair value of share option (in won)

   10,026   9,613   9,296 

Dividend yield ratio

   1.20  1.20  1.20

Risk free ratio

   1.86  1.95  2.07

(3)The compensation expense for the year ended December31, 2017 was ₩813 million.

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/    Sung Hyung LeeJeong Hwan Choi
Name: Sung Hyung LeeJeong Hwan Choi
Title: 

Senior Vice President,

Financial Strategy & Management

IRO

Date: April 29, 201627, 2018