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Realizing the Ubiquitous World SK Telecom Annual Report 2004

www.sktelecom.com
INNOVATION BROUGHT US TO THE TOP, AND IT WILL BE WHAT 3
KEEPS US THERE IN THE FUTURE.

Twenty years from its founding in 1984, SK Telecom has been the
history maker in the world's telecommunications industry.

We commercialized the world's first CDMA cellular service in


January 1996, and the CDMA2000 1X service in October 2000.
These developments enabled the inauguration of the first
commercial CDMA2000 1xEV-DO service in January 2002. Being
a first mover in these cutting-edge wireless technologies, SK
Telecom never relinquished its market dominance through its
history. SK Telecom had 51.3% of the domestic market as of
December 2004 with 18.8 million mobile phone subscribers.

Advanced wireless Internet business has continued to spur


CONTENTS growth. Mobile multimedia service has increased our overall
revenue, and is helping to ensure shareholder value. SK Telecom,
04 Financial Highlights
06 Letter to the Shareholders
as an industry front-runner, is preparing to deploy new services
12 Board of Directors
that combine telecommunications with broadcasting, finance,
15 Corporate Governance
commerce and entertainment. We are also making greater inroads
16 At a Glance 2004 into global markets, while continuing to keep a strong foothold at
20 SK Telecom–What’s it to you? home.
34 Business Operations
46 Research & Development SK Telecom is looking forward to embracing future opportunities
50 MD & A and the challenges it will bring. We continue to grow as a total
60 Independent Auditors’ Report information distribution entity dedicated to maximizing value for
62 Financial Statements the shareholders, customers and the Company.
102 Community Relations
106 Corporate Milestones
108 Glossary
110 Organization Chart
111 Global Network
112 Investor Information
FINANCIAL HIGHLIGHTS (NON-CONSOLIDATED BASIS)

4 2004 2003 2002 2001


5
OPERATING RESULTS (In billions of KRW)
Revenue 9,703.7 9,520.2 8,634.0 6,227.1
REVENUE SUBSCRIBERS
EBITDA 1) 4,059.1 4,692.8 4,198.0 3,362.1
Net Income 1,494.9 1,942.7 1,511.3 1,140.3
9,704
Capital Expenditure 1,606.5 1,696.0 1,964.0 1,240.7 9,520
10,000 8,634 25,000

18,313 18,783
FINANCIAL STRUCTURE (In billions of KRW)
8,000 20,000 17,220
Total Assets 14,020.7 13,376.0 12,721.2 10,627.9 6,227
Cash & Marketable Securities 761.1 987.6 476.1 826.7
6,000 15,000
Total Liabilities 6,893.6 7,434.1 7,184.3 4,945.6 11,867
Interest-Bearing Debt 3,790.1 4,351.2 4,454.5 3,238.8
4,000 10,000
Shareholders' Equity 7,127.1 5,941.8 5,536.9 5,682.3

2,000 5,000
PER SHARE DATA (In KRW)
Earnings Per Share (EPS) 20,307 25,876 17,934 13,176
2001 2002 2003 2004 2001 2002 2003 2004
Dividend Per Share (DPS) 10,300 5,500 1,800 690 (In billions of KRW) (In thousands)

FINANCIAL RATIOS (%)


EBITDA Margin 41.8 49.3 48.6 54.0
Net Income Margin 15.4 20.4 17.5 18.3
Return On Equity (ROE) 22.9 33.9 27.3 19.9
Return On Assets (ROA) 10.9 14.9 11.9 10.7
Debt-to-Equity Ratio 2) 53.2 73.2 80.5 57.0

EMPLOYEE PRODUCTIVITY
Number of Employees 4,249 4,164 4,095 3,082
Number of Subscribers per Employee 4,421 4,398 4,205 3,851
Revenue per Employee (In millions of KRW) 2,284 2,286 2,108 2,020
EBITDA MARGIN DEBT-TO-EQUITY RATIO

1) EBITDA = Operating Income + Depreciation + R&D related depreciation within the R&D expense
2) Debt-to-Equity Ratio = Interest-Bearing Debt / Shareholders’ Equity

100 100

80.5
CAPEX AND CAPEX TO REVENUE RATIO
80 80 73.2
Capex (In billions of KRW)

Capex to Revenue Ratio (%) 60 54.0 60 57.0


48.6 49.3
53.2
41.8
1,964.0
1,696.0 40 40
1,606.5
19.9
20 20
22.7

17.8 2001 2002 2003 2004 2001 2002 2003 2004


1,240.7 16.6
(%) (%)

2001 2002 2003 2004


LETTER TO THE SHAREHOLDERS

6 SK Telecom is placing the utmost emphasis The fiscal year 2004 was a challenging year for mobile telecommunications 7
service operators in Korea. This was largely due to heightened competition
on maximizing the returns to our sharehold- caused by the introduction of the mobile number portability policy, and the
ers. We will accomplish this by balancing intensified regulatory environment that included tariff cuts.

both dividend and growth considerations in The challenges created by those difficulties we faced in 2004 proved to be a
a way that results ultimately in enhance- primary factor driving us to make even greater efforts to overcome those

ment of shareholder value. unfavorable market conditions. Due to these strong efforts, SK Telecom’s
results in 2004 demonstrated significant progress especially in the wireless
Internet area to form a strong base for future growth. Our total sales revenue
for 2004 stood at KRW 9.70 trillion. This represented a 1.9% growth from
last year. Notably, wireless Internet revenue rose 38% from last year to KRW
1.82 trillion. This was 20.6% of the Company's total cellular revenue.

The necessity to respond to the competition generated by the initiation of


the mobile number portability policy was the primary reason for a marked

from left to right:


increase in marketing expenses. The interconnection rate was also adjusted
Jung Nam Cho Vice-Chairman & CEO / Shin Bae Kim President & CEO
asymmetrically in favor of our competitors. As a result of these factors, net
income for 2004 was KRW 1.49 trillion and the EBITDA margin stood at
41.8%.

Treating this challenging business environment as a new opportunity to grow,


SK Telecom will continue to make every effort to improve profitability and to
ensure continuous growth. We will accomplish this through efficient and
effective management of the Company's resources, and by fostering a corpo-
rate environment that promotes increased growth momentum.
8 NEW VALUE MANAGEMENT FOR FUTURE GROWTH FOUR STRATEGIC APPROACHES TO THE IMPLEMENTATION OF NEW VALUE MANAGEMENT
9
As new changes and challenges in the business environment emerge, we now face the task of moving To successfully follow the three basic principles of New Value Management, SK Telecom is initiating
forward into a next stage of growth. Bearing this in mind, SK Telecom unveiled a new vision and strate- strategic actions in the following four areas. First, a strong effort will be made to create a sound basis
gy called ‘New Value Management’ at its 20th anniversary celebration. New Value Management is for sustainable business operations that ensure future growth opportunities. This will be accomplished
designed to pursue the maximization of the Company’s value through enhancement of existing strate- by exploring new global business opportunities, developing new businesses, and maintaining a leader-
gies, and pursuing innovations that benefit shareholders, business partners, customers, and employees. ship position in our voice and wireless Internet businesses. Second, SK Telecom will continue to
reinforce its social leadership position by building win-win relationships with related parties such as
THREE PRINCIPLES FOR THE IMPLEMENTATION OF NEW VALUE MANAGEMENT shareholders, customers, business partners, and the government. Third, we plan to establish a more
New Value Management will be carried out in accordance with three principles that must be fulfilled in rapid and flexible management system that will help us consolidate our core competencies in a rapidly
order to successfully implement the changes and innovations that will be required in our future changing business environment. Lastly, SK Telecom will concentrate on upgrading employee compe-
business environment. First, we will strive to increase the three most important values, which are: tence to match the top global level. This new management paradigm will ensure the maintenance of
Shareholder Value, Customer Value, and People Value (3V). Second, our focus will be to further enhance rapid and sustainable growth. Above all, these well-balanced and effective efforts will lay a solid
three important relationships in order to promote mutual win-win relationships. These are: Public foundation for increasing shareholder value.
Relationships, Business Relationships, and Government Relationships (3R). Third, we will move in a
systematic manner to create a continuous cycle of beneficial results connecting 3V and 3R activities.
SHAREHOLDER RETURN POLICY
SK Telecom is placing the utmost emphasis on maximizing the returns to our shareholders. We will
accomplish this by balancing both dividend and growth considerations in a way that results ultimately
MAXIMIZING TOTAL CORPORATE VALUE in the enhancement of shareholder value. As a reflection of this commitment, SK Telecom has continu-
ously increased its dividend payout ratio. As a continuation of that policy, we will raise the payout ratio
from the 25% in 2004 to 35% in 2005. The year-end dividend for 2004, including a special dividend,
was KRW 9,300 per share. When considering the interim dividend paid last July, the total dividend for
2004 becomes KRW 10,300 per share. SK Telecom will continue to channel its energies toward
enhancement of shareholder return and value, as well as continuing a steady increase in the Company
VALUE CIRCULATION value.

THREE STRATEGIES DESIGNED TO SUSTAIN OUR GROWTH


3V 3R The year 2005 will be very important for SK Telecom with respect to building a base for development
Enhancement Innovation of new growth engines, and breaking into new markets. To continue the pattern of remarkable achieve-
ments attained over the last 20 years, we will continue to implement new businesses, and explore new
global opportunities, while simultaneously strengthening the competitiveness of voice and wireless
Internet services.

CONSTANT EFFORTS ARE BEING MADE TO SOLIDIFY OUR MARKET LEADERSHIP POSITION
Competition intensified throughout 2004 as mobile number portability was introduced into a maturing
01. 02. 03. 04.
CREATE A SOUND REINFORCE ITS ESTABLISH A MORE UPGRADE EMPLOYEE
mobile phone market. As a way to respond to this changing environment, we placed our first priority on
BASIS FOR SOCIAL LEADERSHIP RAPID AND FLEXIBLE COMPETENCY satisfying customers, while maintaining our current ‘Clean Marketing’ approaches. In addition, we have
SUSTAINABLE POSITION MANAGEMENT
solidified our market leadership position by maintaining outstanding call quality and strengthening
BUSINESS SYSTEM
customer membership services. These include the introduction of a ‘Rainbow’ marketing program
OPERATIONS
10 designed to offer subscribers a variety of membership benefits. Due to the high penetration of multi- Internet service provider in the U.S. Our wireless Internet technology, together with EarthLink’s 11
function handsets, and the introduction of wired and wireless integrated services like ‘Mobile Cyworld’, widespread marketing infrastructure, will yield great synergy effects in the marketplace.
our wireless Internet service has emerged as an engine that is driving the growth of the Company. In
the future, we will also strengthen the data contents business domain especially in the area of enter-
tainments such as music, games and video. Furthermore, SK Telecom is endeavoring to launch a PROMOTING MANAGERIAL TRANSPARENCY
WCDMA service, a key mobile communications technology which will lay the groundwork for increase Transparent and balanced corporate governance has emerged as one of the most crucial issues facing

in data business as well as development of next generation communication services. the global economy. We are certain that SK Telecom is headed in the right direction on that front. To
meet the most stringent global standards of governance and managerial transparency, we decided to

A NEW TAKE-OFF INTO THE CONVERGENT AND UBIQUITOUS ERA open our accounting system to external auditors at anytime from January 2005. The practice ensures

SK Telecom has been shaping a new future of information and communications based on wireless an open accounting process that lets the external auditor access the Company’s accounting informa-

technology and service operational know-how, accumulated over the last 20 years. We are striving to tion whenever desired. Furthermore, to fully comply with the requirements for a company listed on the

satisfy our customers’ ever-growing needs by launching such new services as 'Telematics', 'Broadband U.S. stock market, and the requirements of the ‘Sarbanes-Oxley Act’ of the U.S., SK Telecom has been

Convergence Networks', and 'Digital Home'. In particular, we obtained a 2.3Ghz portable Internet developing a rigorous internal accounting control system. The effectiveness of the structure and

(WiBro) service license in January of 2005. This service will be deployed in a way that will maximize its processes of the internal accounting control system will be evaluated by Company management, as

synergistic effect with conventional mobile phone services. We are actively implementing new well as by the external auditors every year. We expect to enhance accounting transparency, and to

businesses with an objective of achieving significant synergies between our subsidiary companies. In elevate the level of financial information credibility, through this establishment of a standing audit

this regard, TU Media Corp., a subsidiary of SK Telecom, successfully launched a trial satellite DMB process and internal accounting control system. We made the number of outside directors on the

service in January 2005. A commercial DMB service is scheduled to be released by May of 2005. The Board of Directors larger than the number of inside directors by revising the Articles of Incorporation,

satellite DMB service will boast a wide area of coverage, as well as a broad spectrum of content. We in March of 2005. Currently the Board has 11 members, 7 of whom are outside directors. This will

believe this service will be a new growth engine that will contribute to our future growth. In further promote the independence and expertise of the Board, and improve corporate governance. SK

December 2004, SK Teletech established a joint venture with Datang Telecom and Tiandy Group Telecom is committed to further promotion of transparent decision-making processes, and strength-

Telecommunication in China and secured a license for CDMA handset manufacture from the Chinese ening the oversight functions of the Board of Directors. SK Telecom is now at a pivotal point in its

government. SK Communications, a subsidiary of SK Telecom, has realized phenomenal success with evolution into a next stage of growth as we lead the way into the convergence and ubiquitous

the Cyworld community portal. This has contributed a great deal to the growth of SK Telecom’s paradigm. Based on our 'New Value Management' approaches, we pledge to put forth our best efforts

wireless Internet business. With a strong foothold at home, Cyworld is actively seeking advancement to achieve our vision of becoming the world’s best telecommunications service operator.

into various overseas markets.

OPERATIONS EXTENDING BEYOND KOREA’S BORDER Thank you.

SK Telecom’s global operations are gaining tangible results in China, Vietnam, Taiwan, Thailand, and
the United States. Through the launch of a joint venture company with China Unicom in February 2004,
we are rapidly extending our wireless Internet service in China. We are also providing a CDMA cellular Jung Nam Cho
Vice-Chairman & CEO
service in the Vietnamese market. At the same time, we have been exporting the ring back tone
solution, and wireless Internet platforms and solutions, to such countries as Taiwan and Thailand.
Based on our world’s best wireless Internet service, network operation, and marketing capabilities, our
overseas projects will be conducted in an active but deliberate manner. Also, we are fully aware of the
importance of risk management while implementing global operations. To this end, we will proactively
manage risk by means of a thorough risk analysis, conducting such efforts as forging successful win- Shin Bae Kim
President & CEO
win partnerships with local operators. Based on these principles of active but deliberate growth, SK
Telecom plans to launch voice and data services across the U.S. as a mobile virtual network operator
(MVNO) in 2005. This service will be carried out in a joint effort with EarthLink, the third largest
BOARD OF DIRECTORS

01
07
05
09

03

11

02 08

10
04 06

01. 03. 05. 07. 09. 11.


JUNG NAM CHO DAE SIK KIM SANG KOO NAM SEUNG TAIK YANG SANG CHIN LEE SUNG MIN HA
Vice-Chairman, Chief Executive Officer and Representative Outside Director Outside Director Outside Director Outside Director Senior Vice-President and Chief Financial Officer,
Director, SK Telecom SK Telecom
Professor, Hanyang University Business School Professor, Korea University Business School President, Tong-Myong University of Information Technology IT Consultant
> President, SK Telecom > Head of Strategic Planning Group, SK Telecom
Committee Member, MOFE Advisory Committee on Financial > Dean, Korea University Business School > Endowed Chair Professor, Information Communication > Chairman, Communication Network Interface, Inc.
> Executive Vice-President, SK Telecom > Director, SK Telink
Development > President, Korean Monetary and Finance Association University > Chairman and CEO, Spectron Corporation
> Senior Vice-President, SK Telecom > Auditor, SK C&C
> Non-Standing Director, Korea Stock Exchange > 7th Minister, Ministry of Information and > Chairman, Scovill Fasteners, Inc.
> Managing Director of Engineering, SK Corporation > Outside Director, Daehan Life Insurance > Chairman and Representative Director, SLD Telecom
> President, Korea Finance Association Communication > Director, ITT Worldwide Corporation
> Chairman, Korea Finance Association Committee > Auditor, SK Teletech
> President, Electronics and Telecommunications Research > Vice-President and Senior management,
02.
06. Institute ITT Asia Pacific Corporation
SHIN BAE KIM 04.
DAE KYU BYUN > Member, Presidential Advisory Council on Science and
President, Chief Executive Officer and Representative YONG WOON KIM
Outside Director Technology 10.
Director, SK Telecom Outside Director
BANG HYUNG LEE
Non-Standing Auditor, Pohang University of Science and Chief Executive Officer and Representative Director,
Chairman, Korea Association of RFID/USN 08. Executive Vice-President, Chief Marketing Officer and Head
Technology Humax Co., Inc.
JAE SEUNG YOON of Business Center, SK Telecom
> Senior Vice-President and Head of Strategic Planning
Head Vice-President, Korea Venture Business Association Outside Director
Group, SK Telecom > Standing Advisor, POSCO Research Institute > Head of Internet Business Group, SK Telecom
> Member of the Board (Non-standing), Hanaro Telecom > Senior Executive Vice-President, POSCO > Director, the Federation of Korea Information Industries Chief Executive Officer and Representative Director, > Head of Marketing Group, SK Telecom
> Head of Strategic Support Group, Shinsegi Telecomm > Member of the Board, POSCO > Co-Founder, Venture Leaders Club Daewoong Pharmaceutical Co., Ltd. > Senior Accountant, Deloitte Haskin & Sells. USA
> Director of Strategic Business Division, SK Telecom > CEO and Representative Director, Gunin System
Vice-President, Insung Information Co., Ltd.

> Vice-President, Daewoong Pharmaceutical Co., Ltd. Position

> Auditor, Daewoong Pharmaceutical Co., Ltd. Other Principal Directorship & Positions
> Public Prosecutor, The Seoul / Busan District Public Business Experience
Prosecutors' Office
> Passed the 26th State Law Examination
CORPORATE GOVERNANCE

14 Currently the board has a total of 11 directors, 7 of whom are PROMOTING TRANPARENT MANAGEMENT 15
outside directors. The board members’ main role is to provide SK Telecom continues to enhance its overall business activities by encouraging a progres-
strategic guidance for the long-range future of the Company, and sive and entrepreneurial environment based on the highest standards of governance, trans-
parency, and accountability. Under these principles, we have been increasing our efforts to
to continuously evaluate the Company’s overall management promote a board of directors-focused management.

activities. There are 4 committees within the board of directors.


Consistent with these efforts, SK Telecom has paved the way towards achieving the global
They consist of the Audit Committee, Outside Director standards of corporate governance by establishing a decision-making system composed of
four committees within the board of directors. These committees are the Audit Committee,
Recommendation Committee, CapEx Review Committee, and Outside Director Recommendation Committee, CapEx Review Committee, and
Compensation Review Committee. Compensation Review Committee. In 2004, these committees have convened 20 times to
discuss and consider the important corporate governance issues of the Company.

As to our continued efforts to meet the most stringent global standards of accounting
transparency, in January 2005, SK Telecom established a standing audit process for the first
time in Korea. This process allows our independent auditors to access our internal financial
information system, known as Enterprise Resource Planning (ERP), whenever they desire. SK
Telecom also provides relevant facilities such as separate offices for external auditors.
AUDIT COMMITTEE CAPEX REVIEW COMMITTEE
This committee is composed of three outside direc- This committee is responsible for reviewing the CapEx Furthermore, SK Telecom, as a foreign private issuer on the New York Stock Exchange, has
tors. They are appointed annually through a resolution plan of the Company. It is also required to examine been developing a rigorous internal control system, which complies with the requirements of
passed by the board of directors. This committee is major CapEx revisions, and to monitor the progress of the Sarbanes-Oxley Act. The internal control system will be implemented in 2005. Every
responsible for the appointment of outside certified CapEx decisions that have already been executed.
year, the effectiveness of the Company’s internal controls over financial reporting will be
public accountants, who audit the Company’s financial
assessed by the management and will be attested to by external auditors. We expect that
statements. This committee also reviews the financial COMPENSATION REVIEW COMMITTEE
this internal control system will enhance accounting transparency and the credibility level of
statements and other reports submitted to the board, This committee oversees the Company’s overall
the financial information.
and examines the agenda for the general meeting of compensation scheme for CEOs and directors. It is in
the shareholders. charge of reviewing the criteria and levels of the direc-
tors’ compensation and benefit packages.
Also, as an effort to strengthen board-oriented management, SK Telecom has made the
OUTSIDE DIRECTOR RECOMMENDATION number of outside directors on the board larger than the number of inside directors by revis-
COMMITTEE ing the Articles of Incorporation in March of 2005. Notably, in 2005, we appointed an
This committee is mandated to provide a list of candi- outside director recommended by the People's Solidarity for Participatory Democracy
dates for consideration as outside directors. It was (PSPD), an NGO group for minority shareholder rights, to our Audit Committee. The Audit
designed to help promote fairness and transparency in
Committee will be comprised of three outside directors including a PSPD recommended
the nomination of the candidates.
outside director. We expect these efforts will further promote the independence and trans-
parency of the board, and improve corporate governance. SK Telecom is committed to the
promotion of transparent decision-making processes, and is focused on strengthening the
oversight functions of the board.
AT A GLANCE 2004

2004 FEB MAR APR MAY JUN


Announced disposition of 2% treasury shares Celebrated 20th Anniversary Launched a joint venture company named UNISK in Issued Convertible Notes in London Offered automatic roaming service in Israel
China SK Telecom successfully issued USD 329 million Zero Through automatic roaming service, SK Telecom
Announced the plan to dispose 2% of its treasury SK Telecom celebrated its 20th anniversary on March
shares in the first half of 2004 for shareholder return. 29. We also initiated 'New Value Management’, which UNISK, a joint venture company between SK Telecom Coupon Convertible Notes using 2% treasury shares at a subscribers can now enjoy cellular service in Israel while
will serve as an innovative growth strategy for the next and China Unicom, was officially launched in China. The 25% premium with 1.25% of yield to maturity. The using the same numbers and handsets they used in
Commercialized a Next Generation Streaming Video 10 years. JV Company was designed to provide wireless Internet Convertible Notes Issuance is to keep our promise on Korea. The service launch carries great significance
Compression Technology services in the market. the disposal of treasury shares for the purpose of because SK Telecom has now laid the groundwork for
Launched a satellite for digital multimedia broadcast- shareholder return. introducing the service in the Middle-East region.
SK Telecom successfully commercialized a next gener-
ing (DMB) service Started 'Digital Home Pilot Service'
ation streaming video compression technology for the
first time in the world. This advanced technology In March 2004, SK Telecom successfully launched the A digital home consortium led by SK Telecom launched
improves the compression rate by 30%–50%, which world’s first satellite for DMB service. the digital home pilot service in Seoul and Busan. We are
reduces contents down load time and improves screen currently offering pilot services such as Tele-controlling
quality. Upgraded credit rating to A3 of home appliances, Tele-education, Interactive TV, and
Home Security etc. This is a first in Korea.
Moody's, a worldwide credit rating institution, upgrad-
ed SK Telecom's credit rating from Baa1 to A3, the
Country’s credit rating.

FEB MAR APR MAY JUN

JUL AUG SEP OCT NOV DEC

JUL AUG SEP OCT NOV DEC


Launched wired and wireless integrated ‘Cyworld’ Exported wireless Internet platforms to Kazakhstan Announced the strategic partnership with KB to Formed 'Ubinet' consortium for BcN pilot project Launched a wired and wireless integrated music portal Introduced Telematics service on Jeju Island
portal provide 'M-Bank Service' service called 'MelOn'
SK Telecom signed a contract for supply of wireless SK Telecom formed the 'Ubinet' consortium that In line with the government and Jeju Island's joint effort
SK Telecom introduced the WAP version of mobile Internet platforms worth about USD 7 million with SK Telecom announced that the company formed a consists of 31 entities. This consortium is implementing SK Telecom released the 'MelOn' music service that to establish the island as a Telematics service model
Cyworld, a new service that integrates the strengths of NURSAT, a local telephony and ISP carrier in strategic partnership with KB, Korea’s largest bank, to a broadband convergence network (BcN) pilot project. utilizes 'Digital Right Management' (DRM) technology to city, SK Telecom launched Telematics services on Jeju
wired and wireless telecommunication services. This Kazakhstan. provide M-Bank Service. Including KB, the number of prevent illegal distribution and use of digital music Island.
new service allows subscribers to log on to their financial entities that provide the M-Bank service has Secured over 100 thousand ‘S-Fone’ service content.
Cyworld mini-homepages anytime and anywhere. increased to eleven. subscribers
Started ring back tone service business in the U.S.
‘S-Fone’, third operator in the Vietnam market, has been
Exceeded USD 10 million in export sales of ring back
carrying out excellent marketing and Brand PR activities SK Telecom began offering the 'COLORing' service to
tone solution (COLORing)
while providing innovative services to attract more Verizon Wireless subscribers in the U.S.
SK Telecom signed a contract with Telkomsel of CDMA cellular subscribers. With these efforts, the
Indonesia for export of the COLORing solution worth number of ‘S-Fone’ CDMA cellular subscribers in
about USD 1.5 million. With this contract, a total of Vietnam exceeds 100 thousand.
accumulated export amount of the solution in 2003 and
2004 has now surpassed USD 10 million.
SK Telecom provides an excellent service whenever and wherever you need it.
Its’ cutting-edge technology unfetters you from the limitations of traditional
information retrieval systems. SK Telecom has pushed the envelope of mobile
services, and now is extending its technical expertise beyond the borders of
Korea. SK Telecom is looking to the future, turning dreams into reality, and
shaping the future of the mobile market.

SK Telecom_What’s it to you
HYE EUN LEE_ CHRISTOPHE NUSSLI_ MICHAEL LUNSFORD_
A Sophomore at the Director at Alcatel Executive Vice
Myongji College President at EarthLink

ALISTAIR SCOTT_ J.SAM PARK_ MIN SEO KIM_


Head of Asia-Pacific Executive Director, Surak Elemantary
Telecom research at World Vision Korea School Student
Merrill Lynch
LIMITLESS JOY AROUND
THE CLOCK
My day always starts with SK Telecom’s NATE. With NATE, the subway ride to the classes is a chance to visit a virtual
library. I can catch the news, check the weather, and even listen to music. SK Telecom connects me to my friends, no
matter where I am. I can send a mobile card on my friend’s birthday, and then see her reaction through video
conferencing. SK Telecom’s multimedia contents are great—almost more fun than my boyfriend. Now my Cyworld
homepage is always at my finger tips anytime, anywhere. SK Telecom isn’t just a phone service, it is my gateway to the
world.

HYE EUN LEE_


A Sophomore at the Myongji College
CHRISTOPHE NUSSLI_
Director at Alcatel

DREAM TECHNOLOGY
SK Telecom has been making history in the telecommunication world. The company successfully commercialized the
first CDMA cellular system, as well as the world’s first CDMA2000 1xEV–DO system. SK Telecom’s state–of–the–art
technology is making satellite Digital Multimedia Broadcasting(DMB) possible, removing boundaries between
broadcasting and telecommunication. Satellite DMB, which provides the freedom to enjoy digital broadcasting, opens
a new horizon in personal entertainment. From the dream technology of HSDPA to the Portable Internet Service
‘WiBro’, SK Telecom brings convenience to the people.
LEADING THE WORLD
For more than two decades, SK Telecom has been a worldwide leader in the creation and deployment of mobile
technologies. When EarthLink, a leading American ISP, recognized that advanced wireless technologies could
transform the U.S. marketplace, it quickly identified SK Telecom as the ideal company to help turn this opportunity
into reality. In January of 2005, the two companies formed SK-EarthLink, a joint venture that combines EarthLink’s
Internet expertise and award-winning customer service with SK Telecom’s technological prowess in developing next
generation mobile applications. SK-EarthLink will deliver an innovative suite of wireless services and tools that meet
the information, entertainment and communication needs of U.S. consumers.

MICHAEL LUNSFORD_
Executive Vice President at
EarthLink
A COMPANY FOR SHAREHOLDERS
SK Telecom has been leading the development of the Korean telecommunications industry and operationally has
become one of the best mobile companies in Asia. The company has been improving its performance in its efforts to
enhance corporate governance and shareholder value. We believe SK Telecom is seeking to demonstrate its
commitment to shareholders by developing a balance between investment for growth and improving returns to
shareholders.

ALISTAIR SCOTT_
Head of Asia-Pacific Telecom Research at
Merrill Lynch
J.SAM PARK_
Executive Director, World Vision Korea

SOW LOVE REAP LOVE


World Vision, as an international NGO working in Korea, treasures the times shared with SK Telecom. The Company is
a model to other companies when it comes to social volunteerism. Providing a venue for its emploees to serve the
public through volunteer activites, it is opening new doors for better society and a joy of volunteerism.
TOMORROW FACTORY
My father talks about the wonders of SK Telecom service. He tells me he doesn’t need to go to the banks to pay his
bills because he can do it over the phone. My sister who is in college talks to her boyfriend over video conferencing.
My mom shops from NATE.com. My brother who is in high school plays interactive games with his friends over the
phone. I am wondering what other services are possible from SK Telecom in the future. SK Telecom is so wonderful
and I can not wait to grow up.

MIN SEO KIM_


Surak Elemantary School Student
SK Telecom maintained leadership in the telecommunications market by
enhancing competencies in core business areas such as voice and wireless
Internet services. Beyond these core business areas, we are making efforts to
explore new business opportunities for growth.
BUSINESS OPERATIONS

34 SK Telecom is breaking new ground in the communication industry with its effort to create a world with CUSTOMIZED MARKETING APPROACHES 35
state-of-the-art mobile communications services. The company has always endeavored to maintain leader- In July 2003, we introduced the ‘SPEED 011. 010 Rainbow Campaign' that
ship in the telecommunications market by enhancing its competencies in core business areas such as voice was designed to offer a variety of service programs to customers in order
to bring more customer participation and enhance customer rights in our
and wireless Internet services. Beyond these core business areas, we have directed our utmost effort
service. In 2004, SK Telecom opened the ‘Rainbow Academy’, which is a
toward the exploration of new growth drivers. One of the areas SK Telecom has been exploring is ubiqui-
customer service training center with a purpose of enhancing customer
tous and convergence area by removing the barriers of different industries. In particular, SK Telecom has oriented marketing activities, and maintaining excellent call quality. As a
been working in convergence of telecommunications with broadcasting and telecommunications with result of these efforts, the National Customer Satisfaction Index (NCSI)
finance. Through our subsidiary TU Media we will soon launch a commercial satellite Digital Multimedia has rated our cellular service as number one brand in customer satisfac-
Broadcasting (DMB) service in Korea to bring our business model into reality. Furthermore, SK Telecom tion for seven consecutive years. Notably, SK Telecom rated first in three
operations are now extending beyond the borders of Korea as we engage our 20 years of experience and other major domestic rating institutions for service quality and customer
satisfaction.
operational know-how in the world’s most advanced CDMA and wireless Internet technologies, into the
global market place.

CELLULAR SERVICE
2004 was an unusually challenging year due primarily to the introduction
of mobile number portability (MNP). Despite the challenging market
environment, SK Telecom made efforts to retain good quality of
subscribers and the value derived from this subscriber base. As of
December 2004, we had 18.8 million cellular subscribers, a 51.3% share of
the country’s wireless market. We were able to maintain our market
dominance despite the MNP due largely to SK Telecom’s brand power,
excellence in service quality, and competitive line of products.
DIFFERENTIATED LINE OF PRODUCTS
SK Telecom has always strived to satisfy the needs of its customers by
introducing differentiated value added services. In 2004, we have created
‘COLORing’ service, which converts a typical ring tone to the subscriber’s
MARKET SHARE (AS OF DEC. 2004)
preferred tone sequence if a subscriber press an assigned number for the
song, and ‘Call Availability Notification Service’, which notify the caller
that the person who has been called earlier but could not be reached can

51.3%
now receive the call. Also we introduced ‘Character SMS’, which decorates
the short message with special colors and designs if the sender chooses to
do so. These new valued added services have contributed to solidify SK
Telecom’s status as a market leader and increased the revenue. These new
diversified and user-friendly value added services has played an important
role in differentiating our services and retaining quality subscriber base. TOTAL SUBSCRIBERS NUMBER (IN THOUSANDS)

To expand our cellular service globally, and to satisfy the needs and 18,313
18,783
17,220
convenience of our subscribers who travel overseas, we currently offer
the CDMA automatic roaming service in 14 countries around the globe,
such as the U.S., Japan, China etc. In addition to this automatic roaming
service, SK Telecom subscribers can enjoy NATE, MMS, Video-on-Demand
(VOD), and ‘M-Bank’ services in 14 provinces in China, Thailand, and New
Zealand starting from March 2005. We plan to expand this wireless data
roaming service area to thirteen countries in the neighboring Pacific
regions, in the near future.
2002 2003 2004
36 WIRELESS INTERNET SERVICES WIRELESS INTERNET SERVICE REVENUE
(IN BILLIONS OF KRW)
37
1,823
The wireless Internet business was a strong revenue generator for the
company. The wireless Internet service revenue in 2004 stood at KRW
1,320
1.82 trillion. This represented 20.6% of the Company's cellular service
revenue, once again breaking new revenue record. Based on its advanced
network, SK Telecom’s wireless Internet service has emerged as a major
731
growth driver. In 2004, we have enhanced and diversified wired and
wireless portal services such as ‘Mobile Cyworld’, and platform based
three dimension games. Furthermore, we have expanded our business
horizon to new frontiers such as the ubiquitous music portal service called 2002 2003 2004
‘MelOn’, and B2B enterprise solutions.
PREMIUM MULTIMEDIA SERVICE
Based on CDMA2000 1xEV-DO network technology, in November 2002
we launched a multimedia service called 'June' which created the 3rd
generation multimedia service market. The 'June' service has upgraded the
traditional wireless Internet service by providing a high-speed multimedia
service. This innovative service lets subscribers enjoy VOD, MOD, video
telephony, Internet use, and TV broadcasting via their cellular phones. As
of December 2004, the number of June subscribers reached over 3.6
million. The June service has played a pivotal role in increasing revenue
and popularity of our wireless Internet service.

MOBILE COMMUNITY PORTAL SERVICE


In March of 2004, SK Telecom launched a mobile community portal service
called ‘Mobile Cyworld’. This was done with the aim of building a wired and
wireless community portal site. To facilitate subscriber access to Mobile
Cyworld, we have introduced the WAP version of Mobile Cyworld in July.
This allowed subscribers to enjoy Mobile Cyworld services as conveniently
as they enjoyed from the wire-line ‘Cyworld’ service through their cellular WIRELESS INTERNET SERVICE REVENUE AS
phone. As of December 2004, our Mobile Cyworld boasted 250 thousand % OF CELLULAR REVENUE

unique visitors, which counts a visitor only once if the same user visits the
site more than once, a month. The total sales of Mobile Cyworld service in
2004 came to KRW 20 billion. Mobile Cyworld is expected to increase the
data service’s revenue in the coming years.

MUSIC PORTAL SERVICE


In November of 2004, SK Telecom introduced a music portal service called
20.6%
'MelOn' a new ubiquitous music service concept from a combined wireless
and wired network. This service lets subscribers to enjoy digital music
through cellular phones on a wireless network, while paying airtime ‘JUNE’ SUBSCRIBERS NUMBER
(AS OF DEC. 2004)
charges and monthly flat rates. This service also allows real-time stream-
ing from wire-line web sites, and listening to digital music through MP3
phones and MP3 players after the download from PCs. In addition, the

3.6
service presented a new method of promoting the digital music market by
Million
protecting the rights of music copyright holders using Digital Right
Management (DRM) technology. The technology prevents the distribution
and use of illegal digital music content.
launched an IC chip-based mobile stock trading service called ‘m-Stock’.
38 39
CONVERGENT & UBIQUITOUS The m-Stock service lets customers carry out stock trading conveniently
by utilizing their account and personal information stored in the IC chip.
SERVICES SK Telecom will continue to introduce new mobile financial transaction
products and services in the future.
Today, the information communication sector is facing an unparalleled
series of changes that are removing the boundaries between industries. CONVERGENCE OF TELECOMMUNICATIONS WITH BROADCASTING
The digital convergence of telecommunications with finance and broad- A new era of broadcasting will be opened in 2005. In March 2004, SK
casting is one of the best examples of this changing trend. Based on its Telecom successfully launched the world's first satellite for Digital
advanced network technology, SK Telecom is at the forefront of these Multimedia Broadcasting (DMB) service. The satellite DMB service allows
convergence and ubiquitous environment. On the 20th anniversary of its subscribers to view satellite television broadcasts via DMB service
corporate history, SK Telecom's mission is to leap forward to the next enabled handsets or DMB service enabled devices in their cars. A trial of
stage of exploring new growth engines in this new era. this service was launched in January 10, 2005. TU Media Corp., a
subsidiary of SK Telecom, plans to release a commercial version of the
CONVERGENCE OF TELECOMMUNICATIONS WITH FINANCE service in May of 2005.
Through ‘MONETA’, a range brand of SK Telecom’s convergence in
telecommunications and finance service, we primarily provide mobile TELEMATICS SERVICE
payment and finance services, fixed and mobile finance portal, and mobile Telematics is a navigation service that provides drivers with vital informa-
commerce services. SK Telecom has built up the basic infrastructure for tion such as driving route guidance and real-time traffic situations through
MONETA credit card service, as well as MONETA m-BANK service. As of voice and graphic messages using both a Global Positioning System (GPS),
December 2004, we had supplied 2.6 million IC chip-based MONETA and a cellular phone wireless network. As of December 2004, SK Telecom
handsets, and 440 thousand 'Dongles', a connection device between had 260 thousand ‘NATE Drive’ subscribers thanks to the introduction of
handset and Cash Authentication Terminal (CAT), in affiliated stores the user-friendly NATE Drive Kit, and diversified services such as safe
across Korea. drive guidance, traffic information, and entertainment. Also, as part of the
In March 2004, SK Telecom introduced a commercial ‘Mobile Banking’ Ministry of Information and Communication (MIC) and Jeju Island's joint
service. This service enabled customers to do remittance, cash effort to establish the island as a model city for Telematics service, we
withdrawals and transportation fare payment through their IC chip- launched the pilot Telematics services in Jeju Island in December 2004.
installed cellular phones. As of December 2004, more than 1.7 million We are planning to start the commercial service in April 2005.
mobile banking-enabled handsets were distributed in the market by
strategic alliances with 14 domestic major banks. In October 2004, we NEW UBIQUITOUS BUSINESSES
As an effort to lead the rapidly changing ubiquitous trend, SK Telecom has
explored and developed various business models in 2004, such as Digital
Home, WiBro, and BcN.
In April 2004, SK Telecom has launched the digital home pilot service.
Currently we are offering advanced pilot services such as Tele-controlling
of home appliances, Tele-education, Interactive TV etc.
WiBro is a next generation portable Internet service, in the range of a
2.3Ghz frequency bandwidth. This service lets customers enjoy a broad
spectrum of Internet services such as network games, VOD, and Web
Browsing at high data transmission speeds, while using portable terminals
like cellular phones, PDAs, or notebook computers. SK Telecom obtained a
WiBro service license in January of 2005, and we are planning to launch a
commercial WiBro service in 2006.
BcN service is a next generation convergence service, which provides
diversified multimedia services such as telecommunications, broadcasting
and Internet through its broadband network. In October 2004, SK Telecom
formed a 'Ubinet' consortium, consisting of 31 entities from telecom value
chain, government, and education, in order to implement a BcN pilot
project led by the MIC.
40 41
KRW 43 billion in net income.
In 2005, SK Teletech is planning to actively explore overseas markets.
Based on its success in the domestic premium market, the company is
striving to extend its export revenue base from CDMA mobile phone
markets such as China, Taiwan, Israel, and Kazakhstan. In December of
2004, the company acquired a license for CDMA handset manufacturing in
China, and established a Joint Venture company called the 'SK Mobile
China Corporation'. In addition, SK Teletech will put forth its best effort to
explore new markets, such as U.S.

SK COMMUNICATIONS
Since it was established in November 2002, SK Communications has solid-
ified its position as Korea’s leading Internet portal. It has also changed the
paradigm of the domestic Internet portal market by building wired and
wireless integrated portal site called ‘NATE.com.’
In August 2003, the company merged with Cyworld, a community portal
that had established itself with a large number of regular community
members. In 2004, SK Communications set a new trend for individual
media in the Internet community market, by creating what has come to be
‘CYWORLD’ SUBSCRIBERS NUMBER
known as the ‘Cyworld Syndrome’. The number of subscribers had reached
SUBSIDIARIES 12 million by December 2004. Thanks to these performances, SK
(AS OF DEC. 2004)

Communications achieved sales revenues of KRW 113 billion by December


SK TELINK of 2004. The company also plans to make greater inroads into overseas

12
Since its establishment in April of 1998, SK Telink has been making great markets such as the U.S., China, Japan etc. with the Cyworld portal in Million
progress by introducing a 00700 international call service. This service 2005.
lets all Korean cellular subscribers make high-quality international calls Under the umbrella of NATE.com, SK Communications also offers an
via their cellular phones. In July 2003, the company was selected as an instant messaging service called 'NATE-ON'. In 2004, the number of
international call facilities-based operator by the government. This monthly users reached 10 million. In 2005, the company plans to further
enabled SK Telink to provide the 00700 international call services through strengthen the NATE-ON service by offering upgraded video streaming
fixed phones as well as cellular phones. The company also offers Voice- and voice communication functions, as well as music contents.
over-Internet-Protocol (VoIP) service through Internet. Furthermore, the company’s efforts will be directed toward developing
Furthermore, SK Telink obtained a long distance telephony service NATE-ON, in conjunction with the Cyworld portal, as the leading total
business license in July 2004, and launched the commercial service in communication tools. SK Communications will continue to strive to
February 2005. The company’s efforts will be directed at continuing to become one of the best Internet portal companies in the world by actively
reinforce its existing core businesses such as international and long entering into the development of the music, games, and education
distance calls, and seeking to create a new revenue base by securing new contents areas.
growth drivers.
TU MEDIA CORP.
SK TELETECH Since its founding in December 2003, TU Media Corp. (TU Media) has
SK Teletech, a latecomer among domestic mobile phone makers, was made phenomenal progress in introducing satellite Digital Multimedia
established in October 1998. Since then, the company has released a vast Broadcasting (DMB) service. This service will let subscribers view satellite
array of cutting-edge handsets under ‘SKY’ brand. The ‘SKY’ series has television broadcasts through their cellular phones, and in their cars. In
positioned itself as one of the best premium handset brands in Korea due December 2004, TU Media received permission from the Ministry of
to the introduction of cutting-edge mobile phones with stylish designs and Information and Communication to operate the broadcasting center, and
state-of-the-art technologies. In particular, the company’s mobile phone the company launched a trial version of its satellite DMB service in
supporting Music-On-Demand (MOD) service gained great popularity with January 2005. The current trial service offers 9 channels (3 video and 6
the younger generation, and contributed to the launching of MP3 phones in audio channels) but it will increase to 36 channels once the commercial
Korea. In 2004, SK Teletech achieved KRW 653 billion in total sales, and service begins in May 2005.
42 GLOBAL BUSINESS 43

With the exceptional level of technological expertise and superior service,


SK Telecom has been noticed as a global leading telecommunications
company in technology and service areas. We have been proven our
competitiveness in the world market through exports of our wireless
Internet platforms and value-added service solutions. Recently we have
also been exploring new global opportunities especially in the areas where
we can transfer our resources and capabilities. At the same time, we will
proactively manage risks by means of thorough risk management such as
forging successful win-win partnerships with local operators.

EXPORTS OF WIRELESS INTERNET TECHNOLOGY &


NETWORK SOLUTION
We have been actively seeking to expand our global business through
exporting of wireless Internet platforms and cellular network solutions as
well as providing consulting services in the field of mobile communica-
tions. SK Telecom’s export of wireless Internet platform began with a USD
10 million sales to Pelephone of Israel in April 2002 and continued to
deliver excellent results through completed orders like the USD 20 million
contract with APBW of Taiwan. Particularly noteworthy, we signed a
contract with TA Orange, a GSM-based mobile communications operator
in Thailand, in July of 2004 for providing wireless Internet platforms
including NATE portal platforms, NATE service solutions and contents. As
this was the first case of SK Telecom supplying its wireless Internet
platform to a GSM operator, this proved our technology could also be
utilized by the GSM world.
SK Telecom has been making greater inroads into overseas markets with
its cellular network solutions such as ‘ring back tone’ service solution, one
of our most popular value-added services in Korea. The ring back tone
service (called ‘COLORing’ in Korea) converts a typical ring back tone of
cellular phone to the subscribers’ preferred tone sequence such as music
or greetings. In July of 2004, we reached an agreement with Telkomsel,
Indonesia's largest mobile communications operator, to export COLORing
Service solution worth about USD 1.5 million. With this solution contract,
the aggregated amount of export in COLORing solution surpassed USD 10
million.
OVERSEAS OPERATIONS by the third quarter of 2005. To establish ‘SK-EarthLink’, each company
44 45
With a strong foothold at home, SK Telecom has been expanding its will make a contribution of USD 220 million over the next three years from
business operations in overseas markets. More specifically, this has 2005 in return for a 50% equity interest each in the new company. SK
involved operations in Vietnam, China and U.S. Telecom’s wireless Internet technology, together with EarthLink’s local
marketing infrastructure is expected to yield synergy with differentiated
VIETNAM competitive edge.
In October 2000, with an aim toward commercializing CDMA cellular
service in Vietnam, SK Telecom, LG Electronics and Dongah Elecomm
established a joint venture company named ‘SLD Telecom’. On the 1st of
July 2003, the company started its own commercial CDMA cellular service,
the first of its kind in Vietnam. The 'S-Fone' service is now being offered in
13 major provinces in Vietnam, including Hochimin, and Hanoi, and has
been increasing its subscriber base through exceptionally clear call quali-
ty, customized tariff plans and value-added services. The number of S-
Fone (SLD Telecom’s operator in Vietnam) subscribers has surpassed 165
thousand as of December 2004. As mobile phone service subscriptions
only account for 5% of total Vietnamese population of about 82 million,
the Vietnamese mobile communication market carries a tremendous
opportunity for future growth.

CHINA
Recognizing China's mammoth market potential in terms of scale and
growth, SK Telecom has been exploring the Chinese market. In July 2002,
SK Telecom and China Unicom signed an MOU to establish a joint venture
(JV) company designed to launch a commercial wireless Internet service in
China. China Unicom is China’s second largest telecom operator and its
only CDMA service provider. In February 2004, the two companies estab-
lished a JV company called ‘UNISK Information Technology Co., Ltd.' with
capital of USD 6 million. SK Telecom owns 49% of its equity share while
China Unicom holds a 51% stake. Currently UNISK is offering wireless
Internet service in China by the brand name called ‘U-jok-bu-rak’, which
means a community of young elites. As of December 2004, UNISK has over
100 thousand subscribers. In July 2004, SK Telecom decided to acquire
ViaTech, an Internet portal service provider in China, to enhance its
contents and expand the service area.

USA
Beginning in December of 2004, SK Telecom offered the ‘COLORing’
service to Verizon Wireless, the major mobile phone service provider in
the U.S. We will be taking part in this operation as an Application Service
Provider, receiving a percentage of Verizon's COLORing-related revenues.
This service, currently in its trial stage and available only in selected areas
within California, will be rolled out nationwide by mid 2005.
In January 2005, SK Telecom and Earthlink, one of the three major internet
service providers in the U.S., agreed to establish a joint venture (JV)
company for Mobile Virtual Network Operator (MVNO) in the U.S. provid-
ing SK Telecom an inroad into the U.S. mobile communications market. A
first mobile network operator to operate MVNO business from Asia, this
JV named ‘SK-EarthLink’ will launch voice and data services across the U.S.
RESEARCH AND DEVELOPMENT

NETWORK RESEARCH AND DEVELOPMENT CENTER


SK Telecom commercialized the world's first CDMA cellular service in
1996. This clearly made us the pioneer in CDMA technology. Since then,
SK Telecom made history in the worldwide telecommunications industry by successfully commercializing we have launched the world's first commercial 1xEV-DO, 3rd generation
46 47
the world’s first CDMA cellular service in January 1996. As the CDMA cellular system became one of the synchronized IMT-2000 service. Throughout these developments, the
global standard, SK Telecom further bolstered its leading position in the world’s mobile communications Network R&D Center has always taken the center stage. With a spirit of
challenge and passion, Network R&D center is making concerted efforts
industry by pioneering further advancements in CDMA technology. We set another record by becoming the
to improve the quality of our cellular network, and develop a vast array of
first in the world to commercialize a third-generation CDMA 1x EV-DO system, called synchronized IMT- convenient value-added services such as ring back tone service.
2000. We are now primarily focused on research of next-generation networks and development of cutting Furthermore, the center is ceaselessly making efforts to reduce expenses
edge wireless multimedia service technology, as well as intelligent networks. The majority of SK Telecom’s in network investment and operations, as well as to develop core
research and development activities take place at the Network Research and Development (R&D) Center, technologies for network evolution, next-generation technology standard-
Platform R&D Center, and Information Technology R&D Center, all of which are equipped with state-of- ization, and new cutting-edge services. This includes such things as 2.3Ghz
the-art facilities. portable Internet service, 4th generation technology standardization,
Home Networks service and satellite DMB, among others.

PLATFORM RESEARCH AND DEVELOPMENT CENTER


The Platform R&D Center is designed to develop technologies related to
wireless Internet services as well as the converged service of telecommu-
nications and finance. In addition, the Center continues to explore new
growth engines from creation of new platform technologies and business
models. Currently we are carrying out R&D activities on WAP-based
Platforms, Mobile Commerce, Location-Based Service (LBS), Multimedia
services, and terminal platforms. We are also coordinating our activities
with the marketing department to ensure that these technology-based
services such as NATE wireless Internet service, June premium multimedia
service, and MONETA mobile commerce service are successfully launched
in the market place. The Platform R&D Center was behind the export of
these wireless Internet solutions to Israel, Taiwan, Vietnam, and China.
Going forward the center will keep furnishing the company with new
marketing opportunities in the global market.

INFORMATION TECHNOLOGY RESEARCH AND DEVELOPMENT CENTER


The main role of the Information Technology R&D Center is to take charge
of SK Telecom’s overall information technology infrastructure manage-
ment. To be more specific, our focus is placed on developing the security
infrastructure that protects and manages individual subscriber informa-
tion. We also develop and operate the customer support and billing infra-
structures to provide special services that are customized to the life style
of each customer. The Center also offers general management informa-
tion especially regarding Company’s mid and long-term plans and strate-
gies through the Enterprise Resource Planning (ERP) system. In addition,
the center is tirelessly making efforts to carry out research and develop-
ment activities to create new cutting-edge information technology. This
includes the billing infrastructure for ubiquitous services, Radio
Frequency Identification (RFID), and Business Intelligence technologies
for speedy decision-making and work processing, as well as Business
Process Management (BPM) technology for work efficiency. As we are
ushering in a converged business environment that integrates telecommu-
nications, broadcasting, finance, entertainment and commerce, the
Information Technology R&D Center will play a pivotal role in accelerating
this convergence trend.
The year 2004 was marked by unprecedented challenges for mobile
operators. Introduction of mobile number portability intensified the
competition among operators and the adjustments of interconnection rate in
favor of SK Telecom’s competitors brought future challenges to SK Telecom.
Despite these difficult conditions, SK Telecom realized revenue of 9.7 trillion
won which was a 1.9% growth year on year from strong performance of
wireless Internet services.
MANAGEMENT’S DISCUSSION & ANALYSIS

The following section may contain forward-looking statements regarding the financial condition, The fact that the interconnection rates were adjusted in favor of the two other mobile operators, hurt
50 51
results of operations, and general business of SK Telecom, or relating to the plans and objectives SK Telecom’s bottom line. The newly adjusted interconnection rates were based on the original cost of
of the Company’s management. Statements that are not historical facts, including those about individual operators under the Long Run Incremental Cost (LRIC) method, and the competitive market
situation in Korea. With the new interconnection rates calculated under the LRIC method, SK Telecom’s
SK Telecom’s beliefs and expectations, are forward-looking statements. Such statements
interconnection rates in 2004 dropped 22.4% year on year. The impact of these adjustments negative-
involve known and unknown risks, uncertainties, and other factors, which may cause the actual ly affected the Company’s margins. In addition, SK Telecom’s tariff was reduced by 3.7% in September
results or future results or performance expressed or implied therein. SK Telecom does not 2004.
make any representation or warranty, expressed or implied, as to the accuracy or completeness
of the information contained in this management section, and nothing contained herein is, or As stated, these adverse external factors made the year 2004 a very difficult setting for wireless
shall be relied upon as a promise, whether as to the past or the future. Such forward-looking players, including SK Telecom.
statements were made based on current plans, estimates, and projections of SK Telecom and the
political and economic environment in which SK Telecom will forseeably operate in the future,
2. EXECUTIVE SUMMARY
and therefore you should not place undue reliance on them. Forward-looking statements speak
The following selected non-consolidated financial information has been derived from, and should be
only of the conditions and materials available on the date they are made, and SK Telecom under- read in conjunction with, the audited non-consolidated financial statements of SK Telecom for the
takes no obligation to publicly update any of them in light of new information or future events. years ended December 31, 2003 and 2004.
The term “the Company” used here without any other qualifying description will refer to “SK
Telecom.” SELECTED FINANCIAL INFORMATION (Non-consolidated basis)

2004 2003 Change


INCOME STATEMENTS (In billions of KRW)
Revenue 9,703.7 9,520.2 1.9%
1. 2004 OVERVIEW
EBITDA 1) 4,059.1 4,692.8 -13.5%
The mobile telecommunication market in Korea has been expanding rapidly for many years in terms of
Operating Income 2,359.6 3,080.7 -23.4%
both subscribers and revenue. In 2004, total subscribers for mobile phone service in Korea reached
Net income 1,494.9 1,942.7 -23.1%
36.6 million, which was a 75.9% penetration rate. The most remarkable characteristics of the wireless
market is the significant growth in the wireless data sector. Indeed, the industry’s total revenue from BALANCE SHEETS
the wireless data market has surpassed KRW 2.7 trillion with a 5-year compound annual growth rate Total Assets 14,020.7 13,376.0 4.8%
(CAGR) of 85%. As a result, Korea became one of the few markets in the world where wireless data is a Cash & marketable securities 761.1 987.6 -22.9%
significant revenue source. Total liabilities 6,893.6 7,434.1 -7.3%
interest-bearing debt 3,790.1 4,351.2 -12.9%
SK Telecom has been a dominant player in all areas of business where telephone companies are Shareholder’s equity 7,127.1 5,941.8 19.9%
compared against one another such as market share, ARPU, total revenue and profitability. Despite
FINANCIAL RATIO (%)
the implementation of asymmetrical regulations in 2004 such as staggered Mobile Number Portability
(MNP) introduction and interconnection rate changes, SK Telecom is still the dominant player in the EBITDA margin 41.8 49.3 -7.5%p

market. Operating margin 24.3 32.4 -8.1%p


Net income margin 15.4 20.4 -5.0%p

The year 2004 was a very challenging year for SK Telecom because of some notable changes in the Debt-to-equity ratio 2) 53.2 73.2 -20.0%p

external environment. These were: (1) the MNP introduction, (2) the interconnection rate adjustment 1) EBITDA = Operating income + Depreciation + R&D related depreciation within the R&D expense
2) Debt-to-equity ratio = Interest-bearing debt / shareholder’s equity
and (3) the tariff cut.

In January 2004, the first phase of the government implemented MNP program came into effect. This Despite challenging market conditions throughout 2004 that included reduced consumer spending and
allowed SK Telecom subscribers to switch mobile phone service providers to either KT Freetel Co., Ltd. an unfavorable regulatory environment, a phased introduction of Mobile Number Portability and an
(KTF) or LG Telecom Ltd. (LGT) while retaining the same mobile phone number. But it did not allow interconnection rate adjustment, the Company generated revenue of KRW 9.70 trillion and from 18.8
subscribers of LGT and KTF to switch to SK Telecom. The second phase of MNP which allowed the KTF million subscribers in 2004. This was an improvement over revenue of KRW 9.52 trillion in 2003. In
subscribers to switch to SK Telecom took effect in July 2004. During the period where only one way particular, the wireless Internet business showed significant growth, recording revenue of KRW 1.82
traffic was allowed, competitors launched aggressive marketing campaigns to gain market share on trillion in 2004. Despite the adverse impact from the MNP environment, SK Telecom’s subscriber base
SKT, making SK Telecom to respond in kind. As a result, SK Telecom’s marketing expenses rose 17.8% also showed a growth of 2.6% to 18.8 million in 2004 from the 18.3 million in 2003. Due to efforts to
year on year. minimize the negative impact from MNP on the mobile telephony market, SK Telecom’s marketing
expenses were up 17.8% over the previous year. Due to increase in marketing expenses and the
changes in interconnection rates, EBITDA margin and operating income margin slipped 7.5%p and plans totaled KRW 275.4 billion, up from KRW 133.3 billion in 2003. Call charges recorded KRW 3.53
52 trillion in 2004, down 3.8% year-on-year, as the average monthly MOU decreased to 194 minutes from
53
8.0%p to 41.8% and 24.3% respectively. Net income for 2004 dropped to KRW 1.49 trillion, with a net
income margin of 15.4%, from KRW 1.94 trillion in 2003. the 197 minutes in 2003. However, the increase in average subscriber base partly offset this decline in
call charges in 2004.
SK Telecom showed a solid and stable balance sheet position with reduced liabilities and increased
assets. The Company’s total assets posted KRW 14.02 trillion, up 4.8% year-on-year, mainly due to an Revenue from the value-added service was reduced to KRW 355.2 billion in 2004, down 16.4% from
increase in receivables and investment assets. Total liabilities in 2004 decreased 7.3% to KRW 6.89 KRW 424.8 billion in the prior year. This decline was mainly attributable to the caller ID tariff reduction
trillion due to a decline in short-term borrowings. The shareholders’ equity of the Company in 2004 was from KRW 2,000 to KRW 1,000, that was implemented in October 2003. The caller ID service generat-
KRW 7.13 trillion, a 19.9% year-on-year growth. As a result, SK Telecom’s debt-to-equity ratio in 2004 ed revenue of KRW 191.4 billion in 2004, a 37.1% decrease year-on-year. This service was used by
dropped 20.1%p compared to the previous year's, 53.2%. over 17 million of the Company’s subscribers, representing 92.3% of total subscribers at the end of
2004. However, revenue from the 'COLORing' service (music player for callers while waiting for their
calls to be answered) and roaming service, enjoyed large increases of 22.8% and 60.7% respectively.
3. REVENUE This served to offset the decline in revenue from the caller ID service.
SK Telecom’s revenue was KRW 9.70 trillion in 2004, compared to KRW 9.52 trillion in 2003. This
increase was primarily from steady growth in cellular service sales, especially a significant rise in SUBSCRIBERS
wireless internet sales. Cellular service revenue recorded KRW 8.85 trillion in 2004, up 4.1% from The total number of subscribers in the Korean wireless market was 36.6 million at the end of 2004.
KRW 8.49 trillion in 2003, mainly due to a 38.1% growth in wireless Internet revenue. This increase in This was a penetration rate of 75.9%. Despite the adverse effects from the MNP introduction, SK
cellular service revenue was partly offset by a 16.4% decrease in interconnection revenue caused by Telecom added new subscribers throughout the year, and ended the year with higher subscriber
interconnection rate adjustment. As a result, the total revenue of the Company ended with a slight numbers than in 2003 although the market share has fallen to 51.3% at the end of 2004.
increase of 1.9% over the previous year.
SUBSCRIBERS IN 2004 (In thousands) MARKET SHARE IN 2004

TOTAL REVENUE BREAKDOWN (In billions of KRW)

8,493 1,027
2003 Cellular services
18,783
Interconnection
8,845 859
revenue
2004
18,603 52.7%
18,595 51.5%
51.3% 51.3%
0 2,000 4,000 6,000 8,000 10,000

18,439

CELLULAR SERVICE SALES


Cellular services, including voice, wireless Internet, and other value-added services, posted KRW 8.85
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q
trillion of revenue in 2004, up from KRW 8.49 trillion in the previous year. Wireless Internet revenue of
KRW 1.82 trillion became the most significant revenue contributor to the cellular services area,
accounting for 20.6% of total cellular service revenue in 2004. This notable result was mainly due to ARPU AND MOU
increased wireless Internet usage and increased use of high-end handsets by subscribers. The monthly ARPU for the fourth quarter rose 1.6% to KRW 44,366 from KRW 43,623 in the first
quarter. This was mainly due to increased Wireless Internet usage. Reductions in both monthly fees
CELLULAR SERVICE SALES BREAKDOWN (In billions of KRW)
and call charges caused by the tariff cuts in September 2004 and the introduction of a contract based
Sign-up fees

177 2,905 3,666 1,320 425


Monthly fees
2003
ARPU AND MOU (outgoing) IN 2004
Call charges
198 2,940 3,528 1,823 355
2004 Wireless Internet
ARPU (In KRW)

0 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000 9,000 VAS & others MOU (In minute)

44,336
43,623 43,343
Despite the subscriber acquisition ban of 40 days from August 20, 2004, sign-up fees increased 12.3%
194
from KRW 176.6 billion to KRW 198.4 billion. This was due to a continuous increase in new subscribers.
In spite of the tariff cut on monthly fees in September 2004, monthly fees increased 1.2% to record 195 195
KRW 2.94 trillion in 2004 due to a 4.3% growth in the average subscriber base. In particular, the 42,861 188
number of subscribers with tariff plans such as “Free Holidays,” “Free Weekend,” and “Free Midnight,” 1Q 2Q 3Q 4Q
increased by 1.27 million from 0.95 million to 2.22 million in 2004. As a result, the revenue from such
54 discount plan caused the average monthly ARPU to decline from KRW 44,546 in 2003, to KRW 43,542 rate adjustment, due to increase in call traffic. The revenue from L-M fell 29.8% due to the intercon- 55
in 2004. The interconnection revenue, monthly fees, and value-added services elements of the ARPU nection rate adjustment, and a reduction in traffic volume.
decreased by 19.9%, 3.0%, and 19.8% respectively. Those reductions were primarily caused by the
downward adjustment of interconnection rates, the monthly tariff cut in voice service, and the Caller
INTERCONNECTION REVENUE BREAKDOWN (In billions of KRW)
ID tariff cut in the value-added service sector. Sign-up fees and wireless Internet ARPU went up 7.7%
615 412
and 32.5% respectively. These increases were largely due to the increased number of new subscribers, 2003 L-M

and the offering of new attractive wireless Internet services such as Mobile Cyworld and MMS.
432 427
Excluding the interconnection revenue, the average monthly ARPU in 2004 dropped 0.1% from KRW 2004 M-M

39,739 in 2003, to KRW 39,689 in 2004.


0 200 400 600 800 1000 1200

Correlation between MOU and ARPU is decreasing due to various tariff plans offering free minutes.
The average outgoing MOU decreased 1.6% to 194 minutes in 2004, from 197 minutes in 2003. This
was due to reduced call volumes caused by stagnant consumer spending, and wide adoption of a 5-day 4. PROFITABILITY
workweek environment throughout 2004.
INCOME STATEMENTS (In billions of KRW)

WIRELESS INTERNET (WI) 2004 % of Revenue 2003 % of Revenue


The year 2004 was another outstanding year for the Wireless Internet business at SK Telecom. In fact, REVENUE 9,703.7 100.0 9,502.2 100.0
WI business is considered one of its most important growth drivers. In 2004 WI revenue accounted for OPERATING EXPENSES 7,344.1 75.7 6,439.6 67.6
20.6% of total cellular service revenue. The revenue from WI service area totaled KRW 1.82 trillion in
Labor cost 1)
448.1 4.6 392.7 4.1
2004, up 38.1%, or KRW 503.3 billion, year-on-year. EV-DO service subscribers, including the “June”
Commissions Paid 2) 2,827.2 29.1 2,324.6 24.4
service, increased by 82.0% compared to the previous year. Indeed, the continued adoption of high-
Depreciation and amortization 3) 1,577.4 16.3 1,488.2 15.6
end handsets contributed greatly to the increase in WI revenue in 2004. In addition, the growth of WI
Network interconnection 858.8 8.9 738.2 7.8
revenue was driven by an increase in unlimited data usage tariff plan users, as well as use of various
Leased line 365.4 3.8 302.3 3.2
new services such as Mobile Cyworld and MMS by WI users. Nate-related WI revenue in 2004 went up
Advertising 328.6 3.4 361.1 3.8
41.1% from the previous year to a record KRW 1.22 trillion, which was 67.0% of total WI revenue.
Revenue from phone mail and other services also increased 32.5% year on year. The average monthly Others 938.6 9.7 832.5 8.7

ARPU from WI, which is calculated by dividing WI revenue by the total number of subscribers, recorded OPERATING INCOME 2,359.6 24.3 3,080.7 32.4
KRW 8,182 in 2004, a 32.5% increase over the 2003 ARPU of KRW 6,177. Other Income 237.1 2.4 250.4 2.6
Other expenses 480.9 5.0 616.9 6.5

GROWING REVENUE FROM WIRELESS INTERNET IN 2004 EV-DO & JUNE HANDSET HOLDERS IN 2004 ORDINARY INCOME 2,115.8 21.8 2,714.2 28.5
WI Sales (In billions of KRW) June Handset Holders (In thousands) Income taxes 620.9 6.4 771.4 8.1
WI in ARPU (In KRW) EV-DO Handset Holders (In thousands)
NET INCOME 1,494.9 15.4 1,942.7 20.4
9,710
8,375
7,501 EBITDA 4) 4,059.1 41.8 4,692.8 49.3
7,116
1) Labor cost = Salaries + Provisions for severance benefit
6,484
5,962 2) Commissions paid include marketing commissions and other commissions
544 5,398 3) Deprecation excludes R&D related depreciation
470 4,684 4) EBITDA = Operating income + Depreciation + R&D related depreciation within the R&D expense
417
392 3,622
3,160
2,319 2,777

Despite a 1.9% growth in revenue, SK Telecom’s operating margin dropped from 32.4% in 2003 to
1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 24.3% in 2004. Commissions paid rose 21.6% over the previous year as the Company focused more on
marketing efforts designed to minimize the impact from MNP introduction. Along with the increase in
INTERCONNECTION REVENUE interconnection expenses due to the rate adjustment, the overall operating expenses of the Company
Interconnection revenue in 2004 was KRW 858.6 billion compared to KRW 1.03 trillion in 2003. The went up 14.0% in 2004 to KRW 7.34 trillion. As a result, the EBITDA margin also declined to 41.8%
drop was largely due to a downward adjustment of interconnection rates in 2004. As a result of that from 49.3% in 2003.
reduction, the interconnection rate income for the Company was reduced by 22.4% to KRW 31.8/min.
in 2004 from KRW 41.0/min. in 2003. The interconnection traffic volume of Mobile to Mobile (M-M) in The Company reduced net non-operating expenses by 33.5% to KRW 243.8 billion in 2004. Net inter-
2004 rose 21.9%, while that of Land to Mobile (L-M) in 2004 dropped 7.7% from the previous year. M- est expenses went down 23.8% to KRW 234.2 billion in 2004, and net equity earnings of affiliates rose
M revenue increased by 3.5% year-on-year to KRW 426.6 billion in 2004 despite the interconnectio- from a KRW 30.5 billion net loss in 2003, to a KRW 53.8 billion net gain in 2004. Losses from the
56 disposal of fixed and investment assets were reduced to KRW 19.2 billion from KRW 58.0 billion in OTHER INCOME / EXPENSES 57
2003. R&D contributions & donations were also lower by 2.1%, to KRW 88.3 billion. With an effective The other income category fell by 5.3% from KRW 250.4 billion to KRW 237.1 billion, and the other
tax rate of 29.3%, the net income of the Company was KRW 1.49 trillion, which represented 15.4% of expenses category dropped 22.0% from KRW 616.9 billion to KRW 480.9 billion. Interest income in
total revenues for 2004. 2004 remained at almost the same level totaling KRW 68.3 billion, while interest expense decreased
from KRW 375.6 billion in 2003, to KRW 302.5 billion in 2004. The smaller average balance of borrow-
OPERATING EXPENSES ings and lower borrowing costs, resulted in the declining interest expense for 2004. Also, the Company
Operating expenses for 2004 were KRW 7.34 trillion, up 14.0% from KRW 6.44 trillion in 2003. recorded KRW 53.8 billion in gains from affiliates in 2004. The gain of KRW 32.8 billion from SK
Marketing expenses accounted for 25.3% of the total operating expenses with KRW 1.86 trillion in Teletech was a large part of these gains.
2004, and were 17.8% increase from the previous year. This increase in marketing expenses, which
include initial commissions, monthly commissions, retention commissions and advertising costs, was Due largely to reduced losses from investment assets, losses from the disposal of fixed and invest-
mainly due to aggressive marketing activities designed to minimize the adverse impact from the MNP ment assets dropped 67.0% year on year. The relatively higher loss from investment assets in 2003
implemented in 2004. Notably, retention commissions paid were up 17.5% to KRW 697.1 billion in when compared to 2004, was caused by a KRW 44.8 billion loss from the disposal of Hanaro Telecom
2004, due primarily to efforts to lock-in high-quality customers under the MNP environment. In shares in 2003.
addition, initial commissions paid to the retail outlets for new subscribers rose 110.1%. This was
caused by strong efforts to capture more new subscribers during the competitive market environment
caused by the MNP. Because the Company pays monthly commissions to retail outlets for only 48 5. FINANCIAL STRUCTURE
months for each new customer acquisition by retail outlets, monthly commissions paid were reduced CURRENT ASSETS
by KRW 18.6 billion as the average number of subscribers who require the monthly commission As of December 31, 2004, SK Telecom had current assets of KRW 3.85 trillion, an 11.4% increase from
payment decreased from the prior year's number. Because the Company utilized its resources more on the KRW 3.46 trillion as of December 31, 2003. The majority of the current assets consist of receiv-
marketing activities directly related to subscriber acquisition under the MNP environment, advertising ables from sales, and non-trade receivables. These accounted for 76.0% of current assets.
costs were 9.0% below those of 2003. Receivables from sales in 2004 stood at KRW 1.56 trillion, an 8.6% increase over the KRW 1.44 trillion
in 2003 due to growth in revenue. Non-trade receivables also increased greatly to KRW 1.37 trillion in
MARKETING EXPENSE BREAKDOWN (In billions of KRW)
2004, up 68.2% from KRW 811.5 billion in 2003 mainly because asset-backed securities (ABS) were
not issued in 2004 unlike 2003. As the Company repaid debt in 2004, cash & marketable securities
208 417 593 361
2003 were reduced 22.9% year-on-year from KRW 987.6 billion in 2003 to KRW 761.1 billion in 2004.
437 398 697 329
2004
INVESTMENT ASSETS
0 200 400 600 800 1000 1200 1400 1600 1800 The Company’s investment assets increased by KRW 349.1 billion in 2004. KRW 331.1 billion of this
increase was due to an increase in the value of investment securities. On March 26, 2004, SK Telecom
Initial commissions Monthly commissions Retention commissions Advertising
acquired 2,080,000 shares, or approximately 27.5%, of SK Teletech's common stock that was held by
Kyocera. Total purchase price was KRW 54.9 billion which was the equivalent of KRW 26,402 per share.
Non-marketing-related commissions went up 17.0% to KRW 1.30 trillion in 2004. This was largely due SK Telecom purchased these shares in order to strengthen the handset manufacturing business, and
to an increase in the information usage fee payments to content providers due to increase in wireless increase the competitiveness of the mobile communications services that SK Telecom provides. As a
Internet usage. Labor costs rose 14.1% from KRW 392.7 billion in 2003, to KRW 448.1 billion in 2004. result, SK Telecom owned 89.1% of SK Teletech at the end of 2004, and using the equity method
Incentive bonuses based on performances in 2003 were responsible for most of this increase. accounting, the investment securities value was increased. In addition, the valuation gain on available-
Interconnection expenses recorded KRW 858.8 billion in 2004, up 16.3% from KRW 738.2 billion in for-sale securities purchased in 2003 from POSCO, rose by KRW 59.5 billion in 2004. This helped to
2003. This is primarily attributable to new interconnection rate adjustments and more M-M traffic increase the investment assets of the Company in 2004.
volume in 2004. As the amount of USF* for 2003 was finalized in December 2004, the USF in 2004
increased by 109.0% to KRW 46.6 billion. Since the Company accrued KRW 31.8 billion for the USF in CURRENT ASSETS (In billions of KRW) INVESTMENT ASSETS (In billions of KRW)
2003, the amount of the difference was added in the fourth quarter of 2004, resulting in higher inter- 92
165
connection expenses. Leased line expenses also increased 20.9% to KRW 365.4 billion, up from 302.3 28
223 242
57
billion in 2003. This was a result of leasing more lines in order to accommodate the increasing traffic 1,365 42
811 246
volume, as well as to enhance overall call quality.

Others 1,439 Others 1,750


*USF (Universal Service Fund): All network service operators are required to contribute toward the 1,563 1,419
Non- trade receivables Long-term loans
supplying of “universal” telecom services by KT (including those for remote islands and wireless
Receivables from sales Guarantee deposits
communication services for ships). The amount contributed by each telecom service provider is based 761
988
Cash & marketable securities Investment securities
on each contributor’s net annual revenue calculated in accordance with MIC guidelines.
2004 2003 2004 2003
58 INTANGIBLE ASSETS CAPITAL EXPENDITURE (In billions of KRW) 59
Intangible assets in 2004 stood at KRW 3.45 INTEREST-BEARING DEBT PROFILE (In billions of KRW)

trillion, a 4.2% decrease from KRW 3.60 trillion


in 2003. This was natural decrease due to the 93 635 220 205 181 272

amortization of Company’s intangible assets Network Network Network Network Wireless Internet General supporting
2,258 (IS-95A/B) (CDMA2000IX) (WCDMA) (Backbone and others) & Marketing
such as WCDMA spectrum usage rights from SK
IMT and goodwill from the merger with Shinsegi
2,892
Telecomm. The goodwill from the merger with Corporate bonds
7. CREDIT RATINGS
1,364
Shinsegi Telecom recorded KRW 1.95 trillion in Current portion of long-term debt
Based on the Company’s solid financial and management performance, S&P has maintained credit
498
2004. This accounted for 56.5% of total intangi- Short-term debt 400 729 rating of A- since July of 2002. This high rating from S&P is only given to a few private companies in
ble assets. Korea. Moody’s has raised its credit rating on SK Telecom to A3 in March 2004 in recognition of its
2004 2003
continuing effort to improve corporate governance.
INTEREST-BEARING DEBT
SK Telecom had KRW 6.89 trillion of total liabilities in 2004, down from KRW 7.43 trillion in 2003. Of
the total liabilities, corporate bonds increased 28.1% to KRW 2.89 trillion due to a global bonds CREDIT RATINGS
issuance in 2004. In March 2004, SK Telecom issued Global Bonds in the amount of USD 300 million.
A+ A1
The proceeds from this offering and internal cash were used to repay a portion of the Company's
domestic and foreign debts. Therefore, the Company’s total interest-bearing debt fell by KRW 561.1 A A2

billion from KRW 4.35 trillion in 2003 to KRW 3.79 trillion in 2004. As a result of this, the debt-to- A- A3
equity ratio dropped from 73.2% to 53.2%.
BBB+ Baa1

BBB Baa2
SHAREHOLDERS’ EQUITY
Total shareholder equity in 2004 stood at KRW 7.13 trillion, up 19.9% from the KRW 5.94 trillion BBB- Baa3

recorded in 2003. A 19.8% year-on-year increase in retained earnings was the primary reason for that BB+ Ba1
increase. In the adjustments of capital, unrealized losses on the valuation of long-term investment BB Ba2
securities were reduced by 42.8% to KRW 89.8 billion from KRW 156.9 billion in 2003. As a result, the
BB- Ba3 S&P
Company’s capital adjustment was down from KRW 2.16 trillion to KRW 2.06 trillion in 2004.
B+ B1 Moody’s

S&P Moody’s

1999 2000 2001 2002 2003 2004 2005


SHAREHOLDERS’ EQUITY (In billions of KRW)

7,000 6,157 Retained earnings


5,140
5,000
Capital surplus
2,983 2,916
3,000
45 2,057 45 2,159 Capital stock
0
Capital adjustment
-3,000

2004 2003

6. CAPITAL EXPENDITURE
SK Telecom’s total capital expenditures in 2004 were KRW 1.61 trillion, a 5.3% decrease from KRW
1.70 trillion in 2003. Network-related investment dropped by 8.6% from KRW 1.26 trillion to KRW
1.15 trillion, but still represented 71.7% of the total capital expenditures. The company’s network
investment into CDMA2000 1X and 1x EV-DO was still a major part of the capital expenditures.
INDEPENDENT AUDITORS’ REPORT

60 Deloitte HanaAnjin LLC 61


17,21,22Fl., Korea First Bank Bldg.,
100 Gongpyeong-dong,
Jongro-gu, Seoul 110-702, Korea
Tel:+82 2 721 7100
To the Stockholders and Board of Directors of Fax:+82 2 721 7200
SK Telecom Co., Ltd. www.deloittekorea.co.kr

We have audited the accompanying non-consolidated balance sheets of SK Telecom Co., Ltd. (the “Company”) in June 2006, together with KT Corporation and Hanaro Telecom Inc. through deliberation of the Committee of
as of December 31, 2004 and 2003, and the related non-consolidated statements of income, appropriations Information and Communication Policy dated January 20, 2005. With regard to this service, the Company is
of retained earnings, and cash flows for the years then ended (all expressed in Korean won). These non- scheduled to make contribution of ₩ 117 billion and receive the WiBro license from the Ministry of
consolidated financial statements are the responsibility of the Company's management. Our responsibility is Information and Technology by the end of February 2005.
to express an opinion on these non-consolidated financial statements based on our audits.
As described in Note 26(b) to the accompanying non-consolidated financial statements, in accordance with
We conducted our audits in accordance with auditing standards generally accepted in the Republic of Korea. the resolution of the Company’s board of directors dated January 26, 2005, the Company and EarthLink, Inc.,
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether an internet service provider in the United States of America, agreed to establish ‘SK-EarthLink’, a joint
the non-consolidated financial statements are free of material misstatement. An audit includes examining, on venture company, in the United States of America in February 2005 in order to provide wireless telecommuni-
a test basis, evidence supporting the amounts and disclosures in the non-consolidated financial statements. cation service across the United States of America. The Company will invest US$220 million for a 50% equity
An audit also includes assessing the accounting principles used and significant estimates made by manage- interest in the joint venture company from 2005 through 2007. SK-EarthLink plans to launch cellular voice
ment, as well as evaluating the overall non-consolidated financial statement presentation. We believe that our and data services across the United States of America by the third quarter of 2005 by renting networks from
audits provide a reasonable basis for our opinion. network operators throughout the United States of America, also known as partial mobile virtual network
operator (MVNO) system.
In our opinion, such financial statements presents fairly, in all material respects, the financial position of the
Company as of December 31, 2004 and 2003, and the results of its operations, the appropriations of its As described in Note 24 to the accompanying non-consolidated financial statements, on May 1, 2003, the
retained earnings and its cash flows for the years then ended, in conformity with financial accounting Company merged with SK IMT Co., Ltd. in the accordance with a resolution of the Company’s board of direc-
standards generally accepted in the Republic of Korea. tors dated December 20, 2002, and the approval of the shareholders of SK IMT Co., Ltd. dated February 21,
2003.
Our audits also comprehended the translation of the Korean won amounts into U.S. dollar amounts and, in our
opinion, such translation has been made in conformity with the basis stated in Note 2(a) to the accompanying Accounting principles and auditing standards and their application in practice vary among countries. The
non-consolidated financial statements. Such U.S. dollar amounts are presented solely for the convenience of accompanying financial statements are not intended to present the financial position, results of operations
readers outside of the Republic of Korea. and cash flows in accordance with accounting principles and practices generally accepted in countries other
than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to audit
Without qualifying our opinion, we draw attention to the following : such financial statements may differ from those generally accepted and applied in other countries.
As described in Note 26(a) to the accompanying non-consolidated financial statements, the Company Accordingly, this report and the accompanying financial statements are for use by those knowledgeable about
acquired the license for WiBro, a portable internet service which is scheduled to start commercial operations Korean accounting procedures and auditing standards and their application in practice.

January 28, 2005

Notice to Readers
This report is effective as of January 28, 2005, the auditors’ report date. Certain subsequent events or circumstances may have occurred between the
auditors’ report date and the time the auditors’ report is read. Such events or circumstances could significantly affect the accompanying financial state-
ments and may result in modification to the auditors’ report.
NON–CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2004 AND 2003

ASSETS 2004 2003 2004 2003 LIABILITIES AND STOCKHOLDERS' EQUITY 2004 2003 2004 2003
In millions of Korean won In millions of Korean won In thousands of U.S. dollars (Note2) In thousands of U.S. dollars (Note2) In millions of Korean won In millions of Korean won In thousands of U.S. dollars (Note2) In thousands of U.S. dollars (Note2)

CURRENT ASSETS : CURRENT LIABILITIES :

Cash and cash equivalents (Note 12) ₩ 112,966 ₩ 28,393 $ 109,135 $ 27,430 Accounts payable (Notes 12 and 22) ₩ 1,070,588 ₩ 1,117,835 $ 1,034,285 $ 1,079,929

Short-term financial instruments (Note 12) 7,700 100,513 7,439 97,105 Short-term borrowings 400,000 728,669 386,436 703,960
62 63
Trading securities (Notes 2 and 3) 640,389 858,739 618,674 829,619 Income taxes payable 267,797 399,852 258,716 386,293

Current portion of long-term investment securities Accrued expenses 378,303 401,245 365,475 387,639

(Notes 2 and 3) 3,600 85,861 3,478 82,949 Current portion of long-term debt, net

Accounts receivable - trade (net of allowance (Notes 2, 8, 9 and 11) 498,278 1,364,264 481,382 1,318,002

for doubtful accounts of ₩58,248 million in 2004 Current portion of facility deposits (Note 10) 13,405 10,824 12,950 10,457

and ₩56,805 million in 2003) Other 231,340 209,285 223,495 202,189

(Notes 2, 12 and 22) 1,562,774 1,438,836 1,509,781 1,390,045

Short-term loans (net of allowance for doubtful Total Current Liabilities 2,859,711 4,231,974 2,762,739 4,088,469

accounts of ₩562 million in 2004 and


₩516 million in 2003) (Notes 2, 5 and 22) 55,613 51,102 53,727 49,369 LONG-TERM LIABILITIES :

Accounts receivable - other (net of allowance Bonds payable, net (Notes 2 and 8) 2,891,843 2,256,644 2,793,781 2,180,122

for doubtful accounts of ₩13,665 million in 2004 Long-term borrowings (Note 9) - 1,633 - 1,578

and ₩15,979 million in 2003) (Notes 2, 12 and 22) 1,365,226 811,496 1,318,932 783,978 Subscription deposits (Note 10) 31,440 44,197 30,374 42,698

Inventories (Note 2) 10,961 8,024 10,589 7,752 Long-term payables - other, net of present value

Accrued income and other 95,116 77,742 91,890 75,107 discount of ₩72,663 million in 2004 and ₩85,881

million in 2003 (Note 2) 577,337 564,119 557,760 544,990

Total Current Assets 3,854,345 3,460,706 3,723,645 3,343,354 Accrued severance indemnities, net (Notes 2 and 22) 75,409 63,663 72,852 61,504

Deferred income tax liabilities (Notes 2 and 17) 323,096 242,057 312,140 233,849

NON-CURRENT ASSETS : Long-term currency swap (Notes 2 and 23) 96,743 - 93,462 -

Property and equipment, net (Notes 2, 6, 21 and 22) 4,605,253 4,551,626 4,449,090 4,397,281 Guarantee deposits received and other (Note 22) 38,034 29,834 36,744 28,822

Intangible assets, net (Notes 2 and 7) 3,448,619 3,600,268 3,331,677 3,478,184

Long-term investment securities (Notes 2 and 3) 923,537 855,195 892,220 826,196 Total Long-Term Liabilities 4,033,902 3,202,147 3,897,113 3,093,563

Equity securities accounted for using the equity method

(Notes 2 and 4) 826,246 563,539 798,228 544,430 Total Liabilities 6,893,613 7,434,121 6,659,852 7,182,032

Long-term loans (net of allowance for doubtful

accounts of ₩19,173 million in 2004 and STOCKHOLDERS' EQUITY :


₩19,502 million in 2003) (Notes 2, 5 and 22) 28,284 41,591 27,325 40,181 Capital stock (Notes 1 and 13) 44,639 44,639 43,125 43,125

Guarantee deposits (Notes 12 and 22) 242,387 246,004 234,168 237,662 Capital surplus (Note 13) 2,983,166 2,915,964 2,882,008 2,817,084

Long-term deposits and other 92,034 57,030 88,913 55,095 Retained earnings : (note 14)

Appropriated 4,733,936 4,743,822 4,573,409 4,582,960

Total Non-Current Assets 10,166,360 9,915,253 9,821,621 9,579,029 Unappropriated 1,422,772 396,527 1,374,526 383,081

Capital adjustments :

TOTAL ASSETS ₩ 14,020,705 ₩ 13,375,959 $ 13,545,266 $ 12,922,383 Treasury stock (Note 15) (2,047,105) (2,047,103) (1,977,688) (1,977,686)

Unrealized loss on valuation of long-term


(Continued) investment securities (Notes 2 and 3) (89,842) (156,948) (86,795) (151,626)

Equity in capital adjustments of affiliates

(Notes 2 and 4) 124,145 41,196 119,935 39,799

Loss on valuation of currency swap (Notes 2 and 23) (49,452) - (47,775) -

Stock options (Notes 2 and 16) 4,833 3,741 4,669 3,614

Total Stockholders' Equity 7,127,092 5,941,838 6,885,414 5,740,351

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ₩ 14,020,705 ₩ 13,375,959 $ 13,545,266 $ 12,922,383

See accompanying notes to non-consolidated financial statements.


NON–CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED DECEMBER 31, 2004 AND 2003

2004 2003 2004 2003 2004 2003 2004 2003


In millions of Korean won, In millions of Korean won, In thousands of U.S. dollars, In thousands of U.S. dollars, In millions of Korean won, In millions of Korean won, In thousands of U.S. dollars, In thousands of U.S. dollars,
except for per share data except for per share data except for per share data (Note 2) except for per share data (Note 2) except for per share data except for per share data except for per share data (Note 2) except for per share data (Note 2)

OPERATING REVENUE (Note 2 and 22) ₩ 9,703,681 ₩ 9,520,244 $ 9,374,631 $ 9,197,415 EXTRAORDINARY GAINS ₩ - ₩ - $ - $ -

OPERATING EXPENSES (Notes 2 and 22) INCOME BEFORE INCOME TAXES 2,115,778 2,714,194 2,044,032 2,622,156
64 65
Labor cost (402,734) (348,455) (389,077) (336,639)
Commissions paid (2,827,159) (2,324,587) (2,731,291) (2,245,761) PROVISION FOR INCOME TAXES (Notes 2 and 17) (620,926) (771,444) (599,870) (745,284)
Depreciation and amortization (Notes 6 and 7) (1,577,434) (1,488,165) (1,523,944) (1,437,702)
Network interconnection (858,754) (738,236) (829,634) (713,203) NET INCOME ₩ 1,494,852 ₩ 1,942,750 $ 1,444,162 $ 1,876,872
Leased line (365,444) (302,288) (353,052) (292,037)
Advertising (328,552) (361,114) (317,411) (348,869) NET INCOME PER SHARE
Research and development (203,741) (199,074) (196,832) (192,323) (In Korean won and U.S. dollars) (Note 18) ₩ 20,307 ₩ 25,876 $ 19.62 $ 25.00

Rent (167,671) (140,213) (161,985) (135,458)


See accompanying notes to non-consolidated financial statements.
Cost of goods sold (5,915) (19,152) (5,714) (18,503)
Other (606,696) (518,300) (586,123) (500,724)

Sub-total (7,344,100) (6,439,584) (7,095,063) (6,221,219)

OPERATING INCOME 2,359,581 3,080,660 2,279,568 2,976,196

OTHER INCOME :
Interest income 68,319 68,259 66,002 65,944
Dividends 23,843 25,923 23,034 25,044
Commissions (Note 22) 32,843 95,243 31,729 92,013
Foreign exchange and translation gains (Note 2) 10,897 2,064 10,527 1,994
Gain on disposal of property and equipment 2,054 2,709 1,984 2,617
Gain on transaction of currency swap (Noet 2) 2,850 - 2,753 -
Equity in earnings of affiliates (Notes 2 and 4) 53,825 - 52,000 -
Other 42,498 56,250 41,059 54,343

Sub-total 237,129 250,448 229,088 241,955

OTHER EXPENSES :
Interest and discounts (302,491) (375,609) (292,234) (362,872)
Donations (19,796) (25,780) (19,125) (24,906)
Foreign exchange and translation losses (Note 2) (6,248) (1,065) (6,036) (1,029)
Loss on disposal and impairment of property,
equipment and intangible assets (18,344) (12,816) (17,722) (12,381)
Loss on impairment of long-term investment securities
(Notes 2 and 3) (32,074) (20,343) (30,986) (19,653)
Loss on disposal of investment assets (810) (45,175) (783) (43,643)
Equity in losses of affiliates (Notes 2 and 4) - (30,537) - (29,501)
Loss on transaction and valuation of currency swap
(Notes 2 and 23) (15,819) - (15,283) -
Other (85,350) (105,589) (82,455) (102,010)

Sub-total (480,932) (616,914) (464,624) (595,995)

ORDINARY INCOME 2,115,778 2,714,194 2,044,032 2,622,156

(Continued)
NON–CONSOLIDATED STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS NON–CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004 AND 2003 YEARS ENDED DECEMBER 31, 2004 AND 2003

2004 2003 2004 2003 2004 2003 2004 2003


In millions of Korean won In millions of Korean won In thousands of U.S. dollars (Note2) In thousands of U.S. dollars (Note2) In millions of Korean won In millions of Korean won In thousands of U.S. dollars (Note2) In thousands of U.S. dollars (Note2)

RETAINED EARNINGS BEFORE APPROPRIATIONS CASH FLOWS FROM OPERATING ACTIVITIES :

Beginning of year ₩ 1,534 ₩ 1,537 $ 1,482 $ 1,485

Retirement of treasury stock (Note 15) - (1,545,281) - (1,492,881) Net income ₩ 1,494,852 ₩ 1,942,750 $ 1,444,162 $ 1,876,872
66 67
Equity in beginning retained earnings adjustments

of equity-method investees (Notes 2 and 4) - (2,479) - (2,395) Expenses not involving cash payments :

Interim dividends (Note 19) (73,614) - (71,118) - Depreciation and amotization 1,699,531 1,612,132 1,641,900 1,557,465

Net income for the year 1,494,852 1,942,750 1,444,162 1,876,872 Provision for severance indemnities 52,487 59,757 50,707 57,731

Allowance for doubtful accounts 34,797 20,455 33,617 19,761

End of year 1,422,772 396,527 1,374,526 383,081 Foreign translation loss 736 145 711 140

Loss on disposal and impairment of property,

TRANSFER FROM VOLUNTARY RESERVES equipment and intangible assets 18,344 12,816 17,722 12,381

Reserve for research and manpower development (Note 14) 84,235 62,902 81,379 60,769 Loss on impairment of long-term investment securities 32,074 20,343 30,986 19,653

Reserve for business expansion (Note 14) - 483,000 - 466,622 Loss on disposal of investment assets 810 45,175 783 43,643

84,235 545,902 81,379 527,391 Equity in losses of affiliates - 30,537 - 29,501

Loss on transaction and valuation of currency swap 15,819 - 15,283 -

APPROPRIATIONS Amortization of discounts on bonds and other 45,254 71,932 43,719 69,494

Legal reserve (Note 14) - (32) - (31)

Reserve for loss on disposal of treasury stock (Note 14) - (255,984) - (247,304) Sub-total 1,899,852 1,873,292 1,835,428 1,809,769

Reserve for research and manpower development (Note 14) (130,000) (280,000) (125,592) (270,505)

Reserve for business expansion (Note 14) (691,000) - (667,568) - Income not involving cash receipts :

Cash dividends (Note 19) (684,613) (404,879) (661,398) (391,150) Foreign translation gain (365) (605) (353) (584)

(1,505,613) (940,895) (1,454,558) (908,990) Reversal of allowance for doubtful accounts (284) (7) (274) (7)

Gain on disposal of property and equipment (2,054) (2,709) (1,984) (2,617)

Equity in earnings of affiliates (53,825) - (52,000) -

UNAPPROPRIATED RETAINED EARNINGS TO BE Gain on transaction of currency swap (2,850) - (2,753) -


CARRIED FORWARD TO THE FOLLOWING YEAR ₩ 1,394 ₩ 1,534 $ 1,347 $ 1,482 Other (3,846) (11,782) (3,716) (11,383)

See accompanying notes to non-consolidated financial statements.


Sub-total (63,224) (15,103) (61,080) (14,591)

Changes in assets and liabilities related to

operating activities :

Accounts receivable - trade (146,726) (167,845) (141,751) (162,153)

Accounts receivable - other (566,411) (35,879) (547,204) (34,662)

Inventories (3,114) 2,694 (3,008) 2,603

Accrued income and other (13,212) (54,380) (12,764) (52,536)

Accounts payable (46,886) (473,574) (45,296) (457,515)

Income taxes payable (131,813) 17,064 (127,343) 16,485

Accrued expenses (22,941) 43,015 (22,163) 41,556

Current portion of facility deposits 2,580 (3,377) 2,493 (3,262)

Other current liabilities 21,880 55,510 21,138 53,627

Deferred income taxes 80,797 117,474 78,057 113,490

Severance indemnity payments (26,728) (22,731) (25,822) (21,960)

Sub-total (852,574) (522,029) (823,663) (504,327)

Net Cash Provided by Operating Activities 2,478,906 3,278,910 2,394,847 3,167,723

(Continued)
NON–CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
YEARS ENDED DECEMBER 31, 2004 AND 2003

2004 2003 2004 2003 2004 2003 2004 2003


In millions of Korean won In millions of Korean won In thousands of U.S. dollars (Note2) In thousands of U.S. dollars (Note2) In millions of Korean won In millions of Korean won In thousands of U.S. dollars (Note2) In thousands of U.S. dollars (Note2)

CASH FLOWS FROM INVESTING ACTIVITIES : CASH FLOWS FROM FINANCING ACTIVITIES :

Cash inflows from investing activities : Cash inflows from financing activities :

Decrease in short-term financial instruments ₩ 92,813 ₩ - $ 89,666 $ - Increase in short-term borrowings ₩ - ₩ 108,669 $ - $ 104,984
68 69
Decrease in trading securities 220,849 - 213,360 - Issuance of bonds 1,205,727 688,737 1,164,841 665,382

Decrease in current portion of long-term investment Transaction of currency swap 2,850 - 2,753 -

securities 85,861 70,267 82,949 67,884 Other 13,496 23,932 13,039 23,120

Decrease in short-term loans 86,359 45,682 83,431 44,133

Decrease in long-term financial instruments 50,000 3 48,305 3 Sub-total 1,222,073 821,338 1,180,633 793,486

Proceeds from sales of long-term investment securities 17,390 756,434 16,800 730,783

Proceeds from sales of equity securities accounted Cash outflows for financing activities :

for using the equity method 2,710 3,440 2,618 3,323 Repayment of short-term borrowings (328,669) - (317,524) -

Decrease in long-term loans - 394 - 381 Repayment of current portion of long-term debt (1,370,036) (924,180) (1,323,578) (892,841)

Decrease in guarantee deposits 19,513 44,020 18,851 42,527 Payment of dividends (478,318) (151,739) (462,098) (146,594)

Decrease in other non-current assets 36,287 50,758 35,057 49,038 Decrease in subscription deposits (12,757) (2,654) (12,324) (2,564)

Proceeds from disposal of property and equipment 9,853 11,726 9,519 11,328 Acquisition of treasury stock (2) (1,379,337) (2) (1,332,564)

Proceeds from disposal of intangible assets 2,292 2,248 2,214 2,172 Transaction of currency forward (29) - (28) -

Other (5,372) (32,337) (5,191) (31,240)

Sub-total 623,927 984,972 602,770 951,572

Sub-total (2,195,183) (2,490,247) (2,120,745) (2,405,803)

Cash outflows for investing activities :

Increase in short-term financial instruments - (12,705) - (12,274) Net Cash Used in Financing Activities (973,110) (1,668,909) (940,112) (1,612,317)

Increase of trading securities - (194,514) - (187,918)

Increase in short-term loans (49,892) (50,870) (48,200) (49,145) NET INCREASE IN CASH AND CASH

Increase in long-term financial instruments (60,003) - (57,968) - EQUIVALENTS FROM THE MERGED ENTITY (Note 24) - 43,224 - 41,758

Acquisition of long-term investment securities (52,266) (430,660) (50,494) (416,056)

Acquisition of equity securities accounted for using NET INCREASE IN CASH AND CASH EQUIVALENTS 84,573 22,165 81,705 21,413

the equity method (130,240) (151,648) (125,824) (146,506)

Increase in long-term loans (27,416) - (26,486) - CASH AND CASH EQUIVALENTS

Increase in guarantee deposits and other non-current AT BEGINNING OF THE YEAR 28,393 6,228 27,430 6,017

assets (97,704) (117,900) (94,391) (113,903)

Acquisition of property and equipment (1,570,002) (1,611,209) (1,516,764) (1,556,573) CASH AND CASH EQUIVALENTS
AT END OF THE YEAR ₩ 112,966 ₩ 28,393 $ 109,135 $ 27,430
Increase in intangible assets (57,627) (46,526) (55,673) (44,948)

See accompanying notes to non-consolidated financial statements.


Sub-total (2,045,150) (2,616,032) (1,975,800) (2,527,323)

Net Cash Used in Investing Activities (1,421,223) (1,631,060) (1,373,030) (1,575,751)

(Continued)
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

70 1. GENERAL c. Inventories 71
Inventories, which consist mainly of replacement units for wireless telecommunication facilities and supplies for sales
SK Telecom Co., Ltd. (the “company”) was incorporated in March 1984 under the laws of Korea to engage in providing promotion, are stated at the lower of cost or market value, with cost determined using the moving average method.
nationwide cellular telephone communication services in the Republic of Korea. The Company’s common shares and During the year, perpetual inventory systems are used to value inventories, which are adjusted to physical inventory
depositary receipts (DRs) are listed on the Korea Stock Exchange and the New York and London Stock Exchanges, counts performed at the end of the year. When the market value of inventories is less than the acquisition cost, the
respectively. As of December 31, 2004, the Company’s total issued shares are held by the following : carrying amount shall be reduced to the market value and any difference is charged to current operations as operating
expenses. There was no such loss for the years ended December 31, 2004 and 2003.
Number of shares Percentage of total shares issued (%)
d. Securities (excluding securities accounted for using the equity method of accounting)
SK Group 19,772,914 24.03
Debt and equity securities are initially recorded at their acquisition costs (fair value of considerations paid) including
POSCO Corp. 4,098,496 4.98
incidental cost incurred in connection with acquisition of the related securities and classified into trading, available-for-
Institutional investors and other minority shareholders 49,742,886 60.46 sale and held-to-maturity securities depending on the acquisition purpose and nature.
Treasury stock 8,662,415 10.53

82,276,711 100.00 Trading securities are stated at fair value with gains or losses on valuation reflected in current operations.

Securities classified as available-for-sale are reported at fair value. Unrealized gains or losses on valuation of available-
for-sale securities are included in capital adjustments and the unrealized gains or losses are reflected in net income when
the securities are sold or if an impairment is other than temporary as discussed below. Equity securities are stated at
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES acquisition cost if fair value cannot be reliably measured. If the declines in the fair value (or recoverable value) of individ-
ual available-for-sale securities below their acquisition or amortized cost are other than temporary and there is objective
The accompanying non-consolidated financial statements of the Company have been prepared in accordance with evidence of impairment, write-downs of the individual securities are recorded to reduce the carrying value to their fair
Korean Financial Accounting Standards and Statements of Korea Accounting Standards (“SKAS”) No.1 through No.10, value. The related write-downs are recorded in current operations as loss on impairment of investment securities.
No.12 and No.13 and significant accounting policies followed in preparing the accompanying non-consolidated financial
statements are summarized as follows. The accompanying non-consolidated financial statements were approved by the Held-to-maturity securities are presented at acquisition cost after premiums or discounts for debt securities are
Company’s board of directors on January 26, 2005. amortized or accreted, respectively. The Company recognizes write-downs resulting from the other-than-temporary
declines in the fair value below its book value on the balance sheet date if there is objective evidence of impairment. The
a. Basis of Presentation related write-downs are recorded in current operations as loss on impairment of investment securities.
The Company maintains its official accounting records in Korean won and prepares statutory financial statements in the
Korean language (Hangul) in conformity with the accounting principles generally accepted in the Republic of Korea Trading securities are presented in the current asset section of the balance sheet, and available-for-sales and held-to-
(“Korean GAAP”). Certain accounting principles applied by the Company that conform with financial accounting maturity securities are presented in the current and/or non-current asset section of the balance sheet as long-term
standards and accounting principles in the Republic of Korea may not conform with generally accepted accounting investment securities, based on their maturities from the balance sheet date.
principles in other countries. Accordingly, these financial statements are intended for use by those who are informed
about Korean accounting principles and practices. The accompanying non-consolidated financial statements have been e. Investment Securities with 20% or More Ownership Interest
restructured and translated into English from the Korean language financial statements. Certain information included in Investment securities of affiliated companies, in which the Company has a 20% or more ownership interest, are carried
the Korean language financial statements, but not required for a fair presentation of the Company’s financial position, using the equity method of accounting, whereby the Company’s initial investment is recorded at cost and the carrying
results of operations or cash flows, is not presented in the accompanying non-consolidated financial statements. value is subsequently increased or decreased to reflect the Company’s portion of shareholders’ equity of the investee.
Differences between the purchase cost and net asset value of the investee are amortized over 20 years using the
The official accounting records of the Company are maintained and expressed in Korean won, the currency of the straight-line method. When applying the equity method of accounting, unrealized intercompany gains and losses are
country in which the Company is incorporated and operates. The translations of Korean won amounts into U.S. dollar eliminated and the effect of eliminations is reflected in the investment securities account.
amounts in the accompanying non-consolidated financial statements are included solely for the convenience of
readers outside of Korea and have been made at the rate of ₩1,035.1 to US$1, the Noon Buying Rate in the City of f. Property and Equipment
New York for cable transfers in Korean won as certified for customs purposes by the Federal Reserve Bank of New Property and equipment are stated at cost. Major renewals and betterments, which prolong the useful life or enhance
York on the last business day of the year ended December 31, 2004. Such translations into U.S. dollars should not be the value of assets, are capitalized; expenditures for maintenance and repairs are charged to expense as incurred.
construed as representations that the Korean won amounts could be converted into U.S. dollars at the above or any Depreciation is computed using the declining balance method (except for buildings and structures acquired on or after
other rate. January 1, 1995 which are depreciated using the straight-line method) over the estimated useful lives (4∼30 years) of
the related assets.
b. Allowance for Doubtful Accounts
An allowance for doubtful accounts is maintained based on the estimated collectibility of individual accounts and histor- Interest expense and other financing charges for borrowings related to the manufacture or constructions of property
ical bad debt experience. and equipment are charged to current operations as incurred.
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

72 g. Intangible Assets ₩6,148 million as of December 31, 2004 and 2003, respectively, are deducted from accrued severance indemnities.
73
Intangible assets are stated at cost, less amortization computed using the straight-line method over 5 to 20 years. The
amortization for the years ended December 31, 2004 and 2003 were ₩317,394 million and ₩202,449 million, respec- Actual payment of severance indemnities amounted to ₩26,728 million and ₩22,731 million for the years ended
tively. December 31, 2004 and 2003, respectively.

With its application for a license to provide IMT 2000 service, the Company has a commitment to pay ₩1,300,000 l. Accounting for Employee Stock Option Compensation Plan
million to the Ministry of Information Communication (“MIC”). ₩650,000 million was paid in March 2001 by SK IMT Co., The Company adopted the fair value based method of accounting for its employee stock option compensation plan.
Ltd. (a former subsidiary of the Company), which was merged into the Company on May 1, 2003, and the remainder is Under the fair value based method, compensation cost is measured at the grant date based on the value of the award
required to be paid over 10 years with an annual interest rate equal to the 3-year-maturity government bond rate minus and is recognized over the service period. For stock options, fair value is determined using an option-pricing model
0.75% (3.20% as of December 31, 2004). On December 4, 2001, SK IMT Co., Ltd. received the IMT 2000 license from the that takes into account the stock price at the grant date, the exercise price, the expected life of the option, the
MIC, and recorded the total license cost as an intangible asset. As a result of the merger with SK IMT Co., Ltd., the volatility of the underlying stock, expected dividends and the current risk-free interest rate for the expected life of
Company acquired such IMT license of ₩1,259,253 million and assumed the related long-term payable with a principal the option. However, as permitted under Korean GAAP the Company excludes the volatility factor in estimating the
amount of ₩650,000 million on May 1, 2003 (the date of merger). Amortization of the IMT license commenced when the value of its stock options granted before December 31, 2003, which results in measurement at minimum value. The
Company started its commercial IMT 2000 service in December 2003, using the straight-line method over the estimated total compensation cost of an option estimated at the grant date is not subsequently adjusted for changes in the
useful life of the IMT license which expires in December 2016. price of the underlying stock or its volatility, the actual life of the option, dividends on the stock, or the risk-free
interest rate.
h. Convertible Bonds
The proceeds from issuance of convertible bonds are allocated between the conversion rights and the debt issued; the m. Accounting for Leases
portion allocable to the conversion rights is accounted for as capital surplus with corresponding conversion right adjust- Lease agreements that include a bargain purchase option, result in the transfer of ownership at the end of the lease
ment which is deducted from related bonds. Such conversion right adjustment is amortized to interest expense using the term, have a lease term equal to 75% or more of the estimated economic life of the leased property or where the
effective interest rate method over the redemption period of the convertible bonds. The portion allocable to the conver- present value of minimum lease payments equals or exceeds 90% of the fair value of the leased property, are accounted
sion rights is measured by deducting the present value of the debt at time of issuance from the gross proceeds from for as capital leases. All other leases are accounted for as operating leases.
issuance of convertible bonds, with the present value of the debt being computed by discounting the expected future
cash flows (including call premium, if any) using the effective interest rate applied to ordinary or straight debt of the Assets and liabilities related to capital leases are recorded as property and equipment and obligations under capital
Company at the issue date. leases, respectively, and the related interest is calculated using the effective interest rate method and charged to
expense. For operating leases, the future minimum lease payments are expensed ratably over the lease term while
i. Discounts on Bonds contingent rentals are expensed as incurred.
Discounts on bonds are amortized to interest expense using the effective interest rate method over the redemption
period of the bonds and long-term payables. n. Research and Development Costs
The Company charges substantially all research and development costs to expense as incurred. The Company incurred
j. Valuation of Long-term Payables internal research and development costs of ₩203,741 million and ₩199,074 million for the years ended December 31,
Long-term payables resulting from long-term installment transactions are stated at the present value of the expected 2004 and 2003, respectively, and external research and development costs of ₩68,549 million and ₩64,419 million for
future cash flows. Imputed interest amounts are recorded in present value discount accounts which are deducted direct- the years ended December 31, 2004 and 2003, respectively.
ly from the related nominal payable balances. Such imputed interest is included in operations using the effective inter-
est rate method over the redemption period. o. Accounting for Foreign Currency Transactions and Translation
Transactions denominated in foreign currencies are recorded in Korean won translated at the exchange rate prevailing
k. Accrued Severance Indemnities on the transaction date. Monetary assets and liabilities denominated in foreign currency are translated into Korean won
In accordance with the Company's policy, all employees with more than one year of service are entitled to receive sever- at the Base Rates announced by Seoul Money Brokerage Services, Ltd. on the balance sheet date, which were, for US
ance indemnities, based on length of service and rate of pay, upon termination of their employment. Accruals for sever- dollars, ₩1,043.80=US$1 and ₩1,197.80=US$1 at December 31, 2004 and 2003, respectively. The resulting gains or
ance indemnities are recorded to approximate the amount required to be paid if all employees were to terminate at the losses arising from the settlement of foreign currency transactions and the translation of foreign currency assets and
balance sheet date. liabilities are charged or credited to current operations.
The Company has deposits with insurance companies to fund the portion of the employees’ severance indemnities which
is in excess of the tax deductible amount allowed under the Corporate Income Tax Law, in order to take advantage of the p. Derivative Instruments
additional tax deductibility for such funding. Such funding of severance indemnities in outside insurance companies, of The Company records rights and obligations arising from derivative instruments as assets and liabilities, which are
which the beneficiary is its employees, totaling ₩155,228 million and ₩138,839 million as of December 31, 2004 and stated at fair value. The gains and losses that result from the change in the fair value of derivative instruments are
2003, respectively, is deducted from accrued severance indemnities. reported in current earnings. However, for derivative instruments designated as hedging the exposure of variable cash
flows, the effective portion of the gains or losses on the hedging instruments are recorded as a separate component of
In accordance with the Korean National Pension Fund Law, the Company transferred a portion of its accrued severance shareholders’ equity and credited/charged to operations at the time the hedged transactions affect earnings, and the
indemnities to the Korean National Pension Fund through March 1999. Such transfers, amounting to ₩5,612 million and ineffective portions of the gains or losses is credited/charged immediately to operations.
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

74 q. Revenue Recognitions b-(1). Available-for-sale Equity Securities 75


Operating revenue is recognized when cellular telephone communication services are provided. Available-for-sale equity securities as of December 31, 2004 and 2003 are as follows (in millions of Korean
won, except for share data) :
r. Income Taxes
Deferred tax assets and liabilities are recorded for future tax consequences of operating loss carryforwards, tax Carrying amount
Ownership Acquisition cost Fair value Unrealized gain (loss)
credits and temporary differences between the financial statement carrying amounts of existing assets and liabili- percentage (%) at Dec. 31, 2004 at Dec. 31, 2004 at Dec. 31, 2004 2004 2003
ties and their respective tax bases. Deferred tax assets are recognized to the extent that they are expected to be at Dec.31, 2004
realizable. Deferred tax assets and liabilities are presented on the balance sheet as a single non-current net
number. (Investments in listed companies)

Digital Chosunilbo Co., Ltd. 7.8 ₩ 5,781 ₩ 2,023 note a ( ₩ 3,758) ₩ 2,023 ₩ 2,847
s. Adoptions of New Statements of Korea Accounting Standards (“SKAS”)
Hanaro Telecom Inc. 4.8 121,677 71,019 note a (50,658) 71,019 26,838
On January 1, 2004, the Company adopted SKAS No.10, No.12 and No.13. Such adoptions of new SKAS did not have an
effect on the non-consolidated financial position of the Company as of December 31, 2004 or non-consolidated ordinary Korea Radio Wave

income and net income of the Company for the year ended December 31, 2004. Basestation Management 4.5 1,171 2,178 note a 1,007 2,178 2,669

POSCO Corporation 2.7 332,662 464,005 note a 131,343 464,005 404,454


t. Reclassification of Prior Period Financial Statements INNOTG Co., Ltd. 3.9 1,695 152 note a (1,543) 152 -
Certain reclassifications have been made in prior period’s non-consolidated financial statements to conform to classifi-
SINJISOFT Corporation 2.3 130 590 note a 460 590 -
cations used in the current period. Such reclassifications did not have an effect on the non-consolidated financial
sub-total 463,116 76,851 539,967 436,808
positions of the Company as of December 31, 2003 or non-consolidated ordinary income and net income for the year
ended December 31, 2003.
(Investments in non-listed companies)

Powercomm Co., Ltd. 5.0 240,243 71,565 note b (168,678) 71,565 68,407

Japan MBCO 7.3 27,332 note d - 27,332 42,516


3. INVESTMENT SECURITIES Real Telecom Co., Ltd. 8.3 5,981 - note c - - 5,981

Enterprise Networks Co., Ltd. 4.0 14,438 - note c - - 14,438


a. Trading Securities
Eonex Technologies Inc. 14.1 3,600 note d 2,010 4,593 4,593
Trading securities as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
Widerthan. Co., Ltd. 14.3 1,000 note d (27) 3,188 3,166

2004 2003 Others 95,186 note d note e - 29,158 27,964

sub-total 387,780 (166,693) 135,836 167,065


Acquisition cost Fair value Carrying amount Acquisition cost Fair value Carrying amount

Beneficiary certificates ₩ 640,389 ₩ 640,389 ₩ 640,389 ₩ 860,778 ₩ 858,739 ₩ 858,739


(Investments in funds)

Korea IT Fund 190,000 note d - 190,000 190,000

Others 6,406 note d - 6,406 6,917

b. Long-term Investment Securities sub-total 196,406 196,406 196,917

Long-term investment securities as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
Total (₩ 89,842) ₩ 872,209 ₩ 800,790
2004 2003

Available-for-sale equity securities ₩ 872,209 ₩ 800,790


Available-for-sale debt securities 4,928 13,919 note a The net unrealized gain on investments in common stock of Digital Chosunilbo Co., Ltd., HanaroTelecom Inc.,
Held-to-maturity securities 50,000 126,347 Korea Radio Wave Basestation Management, POSCO Corporation, INNOTG Co., Ltd. and SINJISOFT Corporation as of
Total 927,137 941,056 December 31, 2004, totaling ₩76,851 million, and the net unrealized loss on investments in common stock of Digital
Less current portion (3,600) (85,861)
Chosunilbo Co., Ltd., Hanaro Telecom, Inc., Korea Radio Wave Basestation Management and POSCO Corporation as of
December 31, 2003, totaling ₩14,888 million, were recorded as a capital adjustment.

Long-term portion ₩ 923,537 ₩ 855,195


note b The Company recorded its investments in common stock of Powercomm Co., Ltd. at its fair value, which was
estimated by an outside professional valuation company using the present value of expected future cash flows and the
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

76 unrealized loss on valuation of investments amounting to ₩168,678 million and ₩171,836 million as of December 31, for the year ended December 31, 2004. 77
2004 and 2003, respectively, were recorded as a capital adjustment.
note c The convertible bonds of Eonex Technologies, Inc. (3rd) with a principal amount of ₩3,600 million can be convert-
note c Due to the impairment of the Company investments in common stock of Real Telecom Co., Ltd. and Enterprise ed into 48,000 shares of common stock of Eonex Technologies, Inc. at ₩75,000 per share over the period from July 30,
Networks Co., Ltd., the Company recorded impairment losses of ₩20,419 million for the year ended December 31, 2004. 2003 to January 29, 2005. If such bonds are converted, the Company equity interest in Eonex Technologies, Inc. will
increase to 20.4%.
note d As a reasonable estimate of fair value could not be made, the investment is stated at acquisition cost. The invest-
ments in common stock of Eonex Technologies Inc. and Widerthan. Co., Ltd. were reclassified to available-for-sale equity b-(3). Held-to-maturity Securities
from equity securities accounted for using the equity method during 2003 and 2004, respectively, as the Company’s Held-to-maturity securities as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
ownership in such investees decreased to less than 20%. As a result, the carrying value of the investments in such
Maturity Acquisition cost 2004 2003
investees include the accumulated effect resulted from applying the equity method before reclassification to available-
at Dec. 31, 2004
for-sale equity.

note e Due to the impairment of the Company investments in common stock of Mobilewelcom Co., Ltd. in 2004 and CCK
Subordinated bonds of SK Life Insurance Co., Ltd. April, 2006 ₩ 50,000 ₩ 50,000 ₩ 50,000
Van, Biznet Tech, Hanse Telecom, Cybird Korea and Venture Korea in 2003, the Company recorded impairment losses of
₩1,000 million and ₩3,926 million recorded for the years ended December 31, 2004 and 2003, respectively. Subordinated bonds of Nate Third Special Purpose Company May, 2004 - - 27,464
Subordinated bonds of Nate Fourth Special Purpose Company September, 2004 - - 25,393
Subordinated bonds of Nate Fifth Special Purpose Company December, 2004 - - 23,490
b-(2). Available-for-sale Debt Securities
Available-for-sale debt securities as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
Total 50,000 126,347
Less current portion of held-to-maturity securities - (76,347)
Maturity Acquisition cost Carrying amount
at Dec. 31, 2004
2004 2003
Long-term held-to-maturity securities ₩ 50,000 ₩ 50,000

Public bonds note a ₩ 1,328 ₩ 1,328 ₩ 805

Convertible bonds of Real Telecom Co., Ltd. note b March, 2007 10,656 - 9,514 On May 2, 2003, September 4, 2003 and December 15, 2003, the Company sold ₩577,253 million, ₩549,256 million
Convertible bonds of Eonex Technologies, Inc.(3rd) note c January, 2005 3,600 3,600 3,600 and ₩498,426 million, respectively, of accounts receivable resulting from its mobile phone dealer financing plan to Nate
Third Special Purpose Company, Nate Fourth Special Purpose Company and Nate Fifth Special Purpose Company,
respectively, in asset-backed securitization transactions. In the course of these transactions, the Company acquired
Total 4,928 13,919
subordinate bonds issued by such special purpose companies, in order to supplement the creditworthiness of bonds
Less current portion of available-for-sale debt securities (3,600) (9,514)
issued by them. Subordinated bonds of Nate Third Special Purpose Company, Nate Fourth Special Purpose Company and
Nate Fifth Special Purpose Company were all collected in 2004.
Long-term available-for-sale debt securities ₩ 1,328 ₩ 4,405

note a The maturities of public bonds as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :

Maturity 2004 2003

Within five years ₩ 904 ₩ 738


Within ten years 424 67
₩ 1,328 ₩ 805

note b The convertible bonds of Real Telecom Corp. with a principal amount of ₩10,656 million can be converted into
371,018 shares of common stock of Real Telecom Corp. at ₩28,721 per share over the period from September 29, 2004
to March 28, 2007. If such bonds are converted, the Company’s equity interest in Real Telecom Corp. will increase to
14.8%. Meanwhile, due to the impairment in such bonds, the Company recorded an impairment loss of ₩10,656 million
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

78 4. EQUITY SECURITIES ACCOUNTED FOR USING THE EQUITY METHOD 79


Equity securities accounted for using the equity method as of December 31, 2004 and 2003 are as follows (in millions of Details of the changes in investments in affiliates accounted for using the equity method for the years ended December
Korean won, except for share data) : 31, 2004 and 2003 are as follows (in millions of Korean won) :

Carrying Amount For the year ended December 31, 2004


Ownership
Number of shares Acquisition Cost Net Asset Value 2004 2003
Percentage (%) Beginning balance Equity in earnings Equity in capital Decrease
Ending balance
or acquisition cost (losses) adjustments or other

SK Teletech Co., Ltd. 6,747,421 89.1 ₩ 80,491 ₩ 187,610 ₩ 190,896 ₩ 104,340

SK Capital Co., Ltd. 10,000,000 100.0 50,000 34,891 34,891 45,865 SK Teletech Co., Ltd. note a ₩ 159,275 ₩ 32,788 ₩ - (₩ 1,167) ₩ 190,896

SK Communications Co., Ltd. 7,844,454 92.2 175,441 118,157 143,096 120,706 SK Capital Co., Ltd. 45,865 (11,515) 541 - 34,891

SK Telink Co., Ltd. 943,997 90.8 5,296 56,182 56,182 43,452 SK Communications Co., Ltd 127,486 11,961 3,649 - 143,096

SK C&C Co., Ltd. 300,000 30.0 19,071 196,077 201,353 93,433 SK Telink Co., Ltd. 43,452 12,724 6 - 56,182

SK Wyverns Baseball Club Co., Ltd. 199,997 100.0 1,000 note a- - - SK C&C Co., Ltd. note a 93,433 14,563 93,957 (600) 201,353

STIC Ventures Co., Ltd. 1,600,000 24.1 8,000 7,321 7,321 7,098 STIC Ventures Co., Ltd. 7,098 151 72 - 7,321

Paxnet Co., Ltd. 5,590,452 67.1 26,563 5,934 25,244 25,712 Paxnet Co., Ltd. 25,712 (515) 47 - 25,244

VCASH Co., Ltd. - - - note b - - 942 VCASH Co., Ltd. note b 943 (600) - (343) -

Global Credit & Information Corp. 300,000 50.0 2,410 2,384 3,054 2,773 Global Credit & Information Corp. 2,773 281 - - 3,054

TU Media Corp. 7,800,000 28.5 39,000 34,607 34,607 39,000 Widerthan. Co., Ltd. note c 3,166 49 (27) (3,188) -

Aircross Co., Ltd. 600,000 38.1 300 944 944 300 TU Media Corp. 39,000 (4,732) 339 - 34,607

DSS Mobile Communications Ltd. - - - note a- - - Aircross Co., Ltd. 300 663 (19) - 944

SLD Telecom PTE. Ltd. 75,941,700 55.1 89,203 59,376 59,804 24,701 SLD Telecom PTE. Ltd. 78,131 (11,064) (7,263) - 59,804

Skytel Co., Ltd. 1,756,000 28.6 2,159 3,633 3,633 3,053 Skytel Co., Ltd. note a 3,053 1,177 (421) (176) 3,633

SK China Company Ltd. 28,160 20.7 3,195 803 803 2,187 SK China Company, Ltd. 2,187 (1,198) (186) - 803

SK Telecom International, Inc. 1,099 100.0 17,467 21,995 21,995 18,963 SK Telecom International, Inc. 18,963 6,037 (3,005) - 21,995

SK Telecom China Co., Ltd. 6,150,000 100.0 7,340 9,212 9,212 7,340 SK Telecom China Co., Ltd. 7,340 2,886 (1,014) - 9,212

Centurion IT Investment Association 37.5 3,000 3,205 3,205 3,126 Centurion IT investment Association 3,125 80 - - 3,205

SK-QC Wireless Development Fund 50.0 6,540 5,145 5,145 5,906 SKT-QC Wireless Development Fund 5,906 (2) (759) - 5,145

SKT-HP Ventures, LLC 50.0 6,415 5,284 5,284 5,964 SKT-HP Ventures, LLC 5,964 91 (771) - 5,284

Other investments in affiliates 20,077 note c 19,577 8,678

Total ₩ 673,172 ₩ 53,825 ₩ 85,146 (₩ 5,474) ₩ 806,669

Total ₩ 826,246 ₩ 563,539

note a The Company received dividends from SK Teletech Co., Ltd., SK C&C Co., Ltd. and Skytel Co., Ltd. and the corre-
note a SK Wyverns Baseball Club Co., Ltd. has had a negative capital since December 31, 2001 due to accumulated sponding amount was deducted from its equity method securities.
losses. DSS Mobile Communication Ltd., an Indian company, has had a negative capital since March 31, 1998 and the
investments in common stock of DSS Mobile Communications Ltd. were sold in 2004. note b The investments in common stock of VCASH Co., Ltd. were sold to Korea Railway Transportation Promotion
Foundation in 2004.
note b The investments in common stock of VCASH Co., Ltd. were sold to Korea Railway Transportation Promotion
Foundation in 2004. note c Investments in common stock of Widerthan. Co., Ltd. were reclassified to available-for-sale securities as the
Company’s ownership in Widerthan. Co., Ltd. decreased from 20.0% to 14.3% during 2004.
note c As allowed under Korean GAAP, investments in equity securities of SK Telecom Europe Limited and certain others
were not accounted for using the equity method of accounting, as their total assets at December 31, 2003 were less
than ₩7 billion.
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

80 For the year ended December 31, 2003 5. LOANS TO EMPLOYEES 81


Beginning balance Equity in earnings Equity in capital Equity in beginning Dividend received Short-term and long-term loans to employees as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
Ending balance
or acquisition cost (losses) adjustments retained earning or other
note b
2004 2003
Long-term
SK Teletech Co., Ltd. note c ₩ 87,286 ₩ 19,387 ₩ - ₩ - (₩ 2,333) ₩ 104,340 Short-term Long-term Total
SK Capital Co., Ltd. 57,535 (6,978) (3,176) (1,516) - 45,865 Loans to employees’ stock ownership association ₩ 4,122 ₩ 18,423 ₩ 22,545 ₩ 33,788
SK Communications Co., Ltd. 160,751 (36,840) (3,205) - - 120,706 Loans to employees for housing and other 111 502 613 769
SK Telink Co., Ltd. 36,395 7,057 - - - 43,452 ₩ 4,233 ₩ 18,925 ₩ 23,158 ₩ 34,557
SK C&C Co., Ltd. note c 53,971 (4,528) 44,590 - (600) 93,433

STIC Ventures Co., Ltd. 7,648 (675) 128 (3) - 7,098

Paxnet Co., Ltd. 26,563 (804) (47) - - 25,712

VCASH Co., Ltd. 2,007 (1,217) 179 (27) - 942

Eonex Technologies, Inc. note e 4,618 (26) - - (4,592) -


6. PROPERTY AND EQUIPMENT
Global Credit & Information Corp. 2,477 296 - - - 2,773

Widerthan. Co., Ltd. 1,665 1,498 3 - - 3,166 Property and equipment as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
SLD Telecom PTE. Ltd. 34,566 (9,771) 22 (116) - 24,701

Skytel Co., Ltd. 2,784 533 (264) - - 3,053 Useful lives 2004 2003
(years)

SK China Co., Ltd. 3,500 (1,317) 4 - - 2,187

SK Telecom International Inc. 13,693 6,371 (1,101) - - 18,963


Land - ₩ 463,656 ₩ 446,574
Centurion IT investment association 3,064 62 - - - 3,126
Buildings and structures 30,15 1,441,937 1,077,479
SK-QC Wireless Development Fund 5,979 (58) (15) - - 5,906
Machinery 6 9,452,751 8,348,633
SKT-HP Ventures, LLC note a 6,415 (25) (426) - - 5,964
Vehicles 4 20,268 18,860
SK IMT Co., Ltd. note d 1,014,647 (3,502) - (817) (1,010,328) -
Other 4 721,032 743,219
Construction in progress - 138,002 309,564
₩ 1,525,564 (₩ 30,537) ₩ 36,692 (₩ 2,479) (₩ 1,017,853) ₩ 511,387

12,237,646 10,944,329
Less accumulated depreciation (7,632,393) (6,392,703)
note a Investments in equity securities are carried using the equity method of accounting, based on the financial state-
ments as of June 30, 2003, as the information as of December 31, 2003 was not available.
Property and equipment, net ₩ 4,605,253 ₩ 4,551,626

note b Effective January 1, 2003, the Company’s investees including SK Capital Co., Ltd., STIC Ventures Co., Ltd., VCASH
Co., Ltd., SLD Telecom PTE. Ltd., and SK IMT Co., Ltd., adopted SKAS No.3, “Intangible Assets”. This statement requires
that organization cost be charged to expenses as incurred and the unamortized organization costs at January 1, 2003 be The standard value of land declared by the government as of December 31, 2004 and 2003 are ₩401,771 million and
offset against the beginning retained earnings. To reflect the Company’s portion of the decrease in the beginning ₩393,683 million, respectively.
retained earnings of the investees, the Company reduced its beginning retained earnings of 2003.

note c The Company received dividends from SK Teletech Co., Ltd. and SK C&C Co., Ltd. and the corresponding amount
was deducted from its equity method securities.

note d Investments in equity securities of SK IMT Co., Ltd. were accounted for using the equity method of accounting
until the merger on May 1, 2003.

note e Investments in common stock of Eonex Technologies, Inc. were reclassified to available-for-sale securities as the
Company’s ownership in Eonex Technologies, Inc. decreased to 16.1% from 22.5% during the first quarter of 2003.
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

82 Details of change in property and equipment for the years ended December 31, 2004 and 2003 are as follows (in millions Details of changes in intangible assets for the years ended December 31, 2004 and 2003 are as follows (in millions of 83
of Korean won) : Korean won) :

For the year ended December 31, 2004 For the year ended December 31, 2004

Beginning balance Acquisition Disposal Transfer Depreciation Ending balance Beginning balance Increase Decrease Transfer Amortization Ending balance

Land ₩ 446,574 ₩ 3,394 (₩ 2,684) ₩ 16,372 ₩ - ₩ 463,656 Goodwill ₩ 2,078,208 ₩ - ₩ - ₩ - (₩ 128,662) ₩ 1,949,546
Buildings and structures 840,237 7,239 (7,849) 366,296 (42,854) 1,163,069 Frequency use rights 1,251,278 - - 7,800 (95,759) 1,163,319
Machinery 2,625,306 67,408 (7,659) 1,143,443 (1,243,380) 2,585,118 Software development costs 133,833 3,431 (3,094) 10,545 (44,136) 100,579
Vehicles 3,836 2,957 (333) 695 (3,125) 4,030 Other 136,949 54,196 (792) 93,659 (48,837) 235,175
Other 326,109 720,431 (5,267) (697,118) (92,778) 251,377 Total ₩ 3,600,268 ₩ 57,627 (₩ 3,886) ₩ 112,004 (₩ 317,394) ₩ 3,448,619
Construction in progress 309,564 768,573 (756) (939,378) - 138,003
Total ₩ 4,551,626 ₩ 1,570,002 (₩ 24,548) (₩ 109,690) (₩ 1,382,137) ₩ 4,605,253 For the year ended December 31, 2003

Increase from
For the year ended December 31, 2003 the merged
Beginning balance Increase Decrease Transfer Amortization Ending balance
entity, SK IMT

Increase from
Beginning balance Acquisition the merged Disposal Transfer Depreciation Ending balance
entity, SK IMT
Goodwill ₩ 2,206,870 ₩ - ₩ - ₩ - ₩ - (₩ 128,662) ₩ 2,078,208
Frequency use rights - - 1,259,253 - - (7,975) 1,251,278
Land ₩ 439,915 ₩ 3,380 ₩ 198 (₩ 4,793) ₩ 7,874 ₩ - ₩ 446,574 Software development costs 88,303 25,163 - - 56,381 (36,014) 133,833
Buildings and structures 778,832 5,562 175 (4,599) 100,340 (40,073) 840,237 Other 95,177 21,363 318 (7,274) 57,163 (29,798) 136,949
Machinery 2,432,552 106,811 - (4,034) 1,359,890 (1,269,913) 2,625,306 Total ₩ 2,390,350 ₩ 46,526 ₩ 1,259,571 (₩ 7,274) ₩ 113,544 (₩ 202,449) ₩ 3,600,268
Vehicles 6,095 771 15 (104) 18 (2,959) 3,836
Other 449,091 851,183 523 (3,278) (874,672) (96,738) 326,109
Construction in progress 345,063 643,502 8,555 - (687,556) - 309,564 The book value as of December 31, 2004 and residual useful lives of major intangible assets are as follows (in millions of
Total ₩ 4,451,548 ₩ 1,611,209 ₩ 9,466 (₩ 16,808) (₩ 94,106) (₩ 1,409,683) ₩ 4,551,626 Korean won) :

Amount Description Residual useful lives

7. INTANGIBLE ASSETS Goodwill ₩ 1,949,546 Goodwill related to acquisition

of Shinsegi Telecomm, Inc. 16 years


Intangible assets as of December 31, 2004 and 2003 are as follows (in millions of Korean won) : IMT license 1,155,575 Relating to W-CDMA Service note

Development costs 100,579 Software for business use 1 ~ 5 years


2004 2003

Acquisition cost Accumulated amortization Carrying amounts Carrying amounts note Amortization of the IMT license commenced when the Company started its commercial IMT 2000 service in
Goodwill ₩ 2,335,532 (₩ 385,986) ₩ 1,949,546 ₩ 2,078,208 December 2003, using the straight-line method over the estimated useful life of the IMT license which expires in
Frequency use rights 1,267,053 (103,734) 1,163,319 1,251,278 December 2016.
Software development costs 221,278 (120,699) 100,579 133,833

Other 445,359 (210,184) 235,175 136,949

Total ₩ 4,269,222 (₩ 820,603) ₩ 3,448,619 ₩ 3,600,268


NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

84 8. BONDS PAYABLE 9. LONG-TERM BORROWINGS 85


Bonds payable as of December 31, 2004 and 2003 are as follows (in millions of Korean won and thousands of U.S. Long-term borrowings denominated in foreign currency as of December 31, 2004 and 2003 are as follows (in millions of
dollars) : Korean won and thousands of U.S. dollars) :

Maturity year Annual interest rate 2004 2003 Lender Final maturity year Annual interest rate 2004 2003
(%)
(%)

Domestic general bonds


〃 2004 5.0 ~ 7.0 ₩ - ₩ 1,120,000 Korea Development Bank 2004 3M Libor + 3.45 US$ - US$ 4,478
〃 2005 6.0 500,000 500,000 Woori Bank 2005 Floating rate + 0.2 - 4,089
〃 2006 5.0 ~ 6.0 800,000 800,000
〃 2007 5.0 ~ 6.0 700,000 700,000 Total in foreign currency US$ - US$ 8,567
〃 2008 5.0 300,000 300,000
〃 2009 5.0 300,000 - Equivalent in Korean won ₩ - ₩ 10,262
〃 2011 3.0 200,000 - Less portion due within one year - (8,629)

Dollar denominated bonds

(US$ 200,078) 2004 7.75 - 239,653 Long-term portion ₩ - ₩ 1,633

(US$ 300,000) 2011 4.25 313,140 -


Convertible bonds (US$ 329,450) 2009 - 385,885 -

Total 3,499,025 3,659,653


10. SUBSCRIPTION DEPOSITS
Less discounts on bonds (51,467) (47,495)
Less conversion right adjustments (82,245) - The Company receives subscription deposits from customers of cellular services at the subscription date. The Company
Add long-term accrued interest 24,808 - has no obligation to pay interest on subscription deposits but is required to return them to subscribers upon termination
of the subscription contract.
Net 3,390,121 3,612,158
Less portion due within one year
Long-term subscription deposits held as of December 31, 2004 and 2003 are as follows (in millions of Korean won
(498,278) (1,355,514)
except deposit per subscriber amounts) :

Long-term portion ₩ 2,891,843 ₩ 2,256,644 Service type Deposit per subscriber 2004 2003

Cellular ₩ 200,000 ₩ 31,440 ₩ 44,197


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

On May 27, 2004, the Company issued zero coupon convertible bonds with a maturity of five years in the principal amount of US$329,450,000 for The Company offers existing and new cellular subscribers the option of obtaining credit insurance from Seoul Guarantee
US$324,923,469, with an initial conversion price of ₩235,625 per share of the Company’s common stock, subject to certain redemption right. The Insurance Company (“SGIC”) in lieu of the subscription deposits. Existing subscribers who elect this option are refunded
Company may redeem their principal amount after 3 years from the issuance date if the market price exceeds 130% of the conversion price during prede- their subscription deposits. As a result, the balance of subscription deposits has been decreasing.
termined period. In other hand, the bond holders may redeem their notes at 103.81% of the principal amount on May 27, 2007 (3 years from the issuance
date). The conversion right may be exercised during the period from July 7, 2004 to May 13, 2009 and the number of common shares to be converted as of
December 31, 2004 is 1,644,978 shares. Conversion of notes to common shares may be prohibited under the Telecommunications Law or other legal
restrictions which restrains foreign governments, individuals and entities from owning more than 49% of the Company’s voting stock, if this 49% owner- 11. LEASES
ship limitation is violated due to the exercise of conversion rights. In this case, the Company will pay a bond holder a cash settlement determined at the
average price of one day after a holder exercises its conversion right or the weighted average price for the following five business days. The Company As the Company merged with Shinsegi Telecomm, Inc. in January 2002, certain capital leases made by Shinsegi
intends to sell treasury shares held in trust by the Company that corresponds to the number of shares of common stock that would have been delivered in Telecomm, Inc. were transferred to the Company. The Company has an option to acquire the leased machinery and equip-
the absence of the 49% foreign shareholding restrictions. The Company entered into an agreement with Credit Suisse First Boston International to fix its ment, free of charge, upon termination of the lease period. Depreciation expense for the years ended December 31,
exposure with respect to cash settlement payments which may be more or less than the proceeds from sales of treasury shares held in trust. Unless either 2004 and 2003 were ₩37 million and ₩250 million, respectively . For the year ended December 31, 2004, all capital
previously redeemed or converted, the notes are redeemable at 106.43% of the principal amount at maturity. leases were terminated and the Company acquired the related leased machinery free of charge.
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

86 The obligation under capital leases that was recorded as current portion of long-term debt as of December 31, 2003 was 13. CAPITAL STOCK AND CAPITAL SURPLUS 87
US$101 thousand (Korean won equivalent : ₩121 million).
The Company’s capital stock consists entirely of common stock with a par value of ₩500. The number of authorized and
The Company leased certain machinery and equipment under an operating lease and the related lease expenses for the issued shares as of December 31, 2004 and 2003 are as follows :
years ended December 31, 2004 and 2003 were ₩261 million and ₩1,774 million, respectively. This operating lease was
terminated in 2004. 2004 2003

Authorized shares 220,000,000 220,000,000

Issued shares 82,276,711 82,276,711

Outstanding shares, net of treasury stock 73,614,296 73,614,308


12. ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES
The details of monetary assets and liabilities denominated in foreign currencies (except for bonds payable and long-
The number of authorized shares of preferred stock as of December 31, 2004 is 5,500,000 shares, none of which is
term borrowings denominated in foreign currencies described in Notes 8 and 9) as of December 31, 2004 and 2003 are
as follows (in millions of Korean won, thousands of U.S. dollars, thousands of HK dollars, thousands of Japanese yen, outstanding as of December 31, 2004.
thousands of Great Britain pounds, thousands of Chinese yuan, thousands of Singapore dollars, thousands of Australian
dollars, thousands of Swiss Franc, thousands of Denmark Krone and thousands of Euros) : Significant changes in capital stock and capital surplus during the years ended December 31, 2004 and 2003 are as
follows (in millions of Korean won, except for share data) :
2004 2003

Foreign currencies Korean won equivalent Foreign currencies Korean won equivalent Number of shares issued Common stock Capital surplus

Cash and cash equivalents US$ 3,851 ₩ 4,020 US$ 1,722 ₩ 2,062
〃 - EUR 17
At January 1, 2003 89,152,670 ₩ 44,576 ₩ 2,884,385
- 26
〃 Excess unallocated purchase price note a - - (230)
- - GBP 5 10
Retirement of treasury stock note b (7,002,235) - -
Short-term financial instruments - - US$ 31,492 37,721
Issuance of common stock for the merger with SK IMT note c 126,276 63 31,809
Accounts receivable - trade US$ 2,163 2,257 US$ 2,552 3,057
〃 - - SG$ 743 522
At December 31, 2003 82,276,711 44,639 2,915,964
Accounts receivable - other US$ 2,930 3,058 US$ 4,863 5,825
Excess unallocated purchase price note d - - (77)
Guarantee deposits US$ 142 149 US$ 193 232
〃 Considerations for conversion right note e - - 67,279
JPY 15,756 160 JPY 16,337 183
₩ 9,644 ₩ 49,638
At December 31, 2004 82,276,711 ₩ 44,639 ₩ 2,983,166

Accounts payable US$ 5,158 5,384 US$ 5,166 6,188


〃 JPY 38,618 391 JPY 20,606 231
note a The excess unallocated purchase price of ₩864,161 million for the acquisition of additional equity interest of
〃 HK$ 217 29 HK$ 267 41 Shinsegi Telecomm, Inc. after acquiring a majority interest in such subsidiary, was deducted from capital surplus upon
〃 GBP 67 135 GBP 304 648 the merger with Shinsegi Telecomm, Inc. dated January 13, 2002, in accordance with Korean GAAP. In addition, during
〃 SG$ 5 3 SG$ 5 3 the year ended December 31, 2003, the Company paid ₩ 230 million to certain former shareholders of Shinsegi
〃 CNY 1 1 CNY 140 20 Telecomm, Inc. in accordance with the ruling of the court and deducted it from capital surplus.
〃 - AU$1
note b The Company retired 4,457,635 shares and 2,544,600 shares of treasury stock on January 3, 2003 and August 20,
- 1
2003, respectively, and reduced unappropriated retained earnings in accordance with Korean Commercial laws.
〃 EUR 119 169 EUR 10 15
note c The excess of acquired net assets over the par value of ₩63 million for the issuance of 126,276 shares of new
〃 - - CHF 4 4
common stock to minority shareholders of SK IMT Co., Ltd. upon the merger dated May 1, 2003, was added to capital
〃 - - DKK 1 1 surplus.
note d During the year ended December 31, 2004, the Company paid ₩77 million to certain former shareholders of
Obligation under capital lease including current portion - - US$ 101 121 Shinsegi Telecomm, Inc. in accordance with the ruling of the court and deducted it from capital surplus.
note e The Company issued zero coupon convertible bonds in the principal amount of US$329,450,000 at
US$324,923,469 with an initial conversion price of ₩235,625 per share of the Company’s common stock on May 27,
₩ 6,112 ₩ 7,273
2004 and the consideration for conversion right of ₩67,279 million was added to capital surplus in accordance with
Korean GAAP (See Note 2(h)).
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

88 14. RETAINED EARNINGS the Company acquired 7,452,810 shares of treasury stock in the market or through the trust funds for 89
₩1,771,507 million through 2003 in order to stabilize the market price of its stock.
Retained earnings as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
Under the Mutual Agreement on Stock Exchange between the Company and KT Corporation, on December 30,
2004 2003 2002 and January 10, 2003, the Company acquired 8,266,923 shares of the Company’s common stock from KT
Corporation for ₩1,853,643 million.
Appropriated ₩ 4,733,936 ₩ 4,743,822
Unappropriated 1,422,772 396,527 On January 13, 2002, the Company merged with Shinsegi Telecomm, Inc. and distributed 2,677,653 shares of
₩ 6,156,708 ₩ 5,140,349 treasury stock to minority shareholders of Shinsegi Telecomm, Inc., of which the cost was ₩584,646 million.

On January 6, 2003, the Company retired 4,457,635 shares of treasury stock that were purchased from KT
The details of appropriated retained earnings as of December 31, 2004 and 2003 are as follows (in millions of Korean Corporation as mentioned above in accordance with a resolution of the board of directors dated December 26,
won) : 2002 and reduced unappropriated retained earnings by ₩1,008,882 million including the tax effect of ₩9,373
million, in accordance with the Korean Commercial Laws.
2004 2003
On June 30, 2003, in accordance with a resolution of the board of directors dated June 24, 2003, the Company
Legal reserve ₩ 22,320 ₩ 22,288 announced a stock repurchase program to acquire 2,544,600 shares of common stock in the market in order to
Reserve for improvement of financial structure 33,000 33,000 enhance stockholders' interest and to stabilize the stock price. Pursuant to the program, the Company acquired a
Reserve for loss on disposal of treasury stock 477,182 221,197 total of 2,544,600 shares of Company’s outstanding common stock for ₩525,174 million during the period from
Reserve for research and manpower development 776,296 559,198
June 30, 2003 to August 11, 2003 and retired such treasury shares on August 20, 2003, which reduced the
unappropriatedretained earnings by ₩537,138 million including the tax effect of ₩11,964 million, in accordance
Reserve for business expansion 3,425,138 3,908,139
with Korean Commercial Laws.
Total ₩ 4,733,936 ₩ 4,743,822

On February 20, 2004, the Company additionally acquired fractional shares totaling 12 shares for ₩2 million
which resulted from the merger with SK IMT Co., Ltd.
a. Legal Reserve
The Korean Commercial Code requires the Company to appropriate as a legal reserve at least 10% of cash dividends for
each accounting period until the reserve equals 50% of outstanding capital stock. The legal reserve may not be utilized
for cash dividends, but may only be used to offset a future deficit, if any, or may be transferred to capital stock. 16. STOCK OPTIONS

b. Reserve for Improvement of Financial Structure On March 17, 2000, March 16, 2001 and March 8, 2002, in accordance with the approval of its stockholders
The Financial Control Regulation for listed companies in Korea requires that at least 10% of net income (net of accumu- and its board of directors, the Company granted stock options to its management, representing 17,800 shares
lated deficit), and an amount equal to net gain (net of related income taxes, if any) on the disposal of property and equip- at an exercise price of ₩424,000 per share, 43,290 shares at an exercise price of ₩211,000 per share and
ment be appropriated as a reserve for improvement of financial structure until the ratio of stockholders' equity to total 65,730 shares at an exercise price of ₩267,000 per share. The stock options will become exercisable after
assets reaches 30%. The reserve for improvement of financial structure may not be utilized for cash dividends, but may three years from the date of grant and shall be exercisable within two years from the first exercisable date. If
only be used to offset a future deficit, if any, or may be transferred to capital stock. the employees leave the Company within three years after the grant of stock options, the Company may cancel
the stock options awarded. Upon exercise of stock options, the Company will issue its common stock. During
c. Reserves for Loss on Disposal of Treasury Stock and Research and Manpower Development the year ended December 31, 2004, stock options representing 530 shares, of which total compensation cost
Reserves for loss on disposal of treasury stock and research and manpower development were appropriated in order to was ₩3 million, were forfeited. During the year ended December 31, 2003, there was no such forfeitures of
recognize certain tax deductible benefits through the early recognition of future expenditures. These reserves will be stock options.
unappropriated from appropriated retained earnings in accordance with the relevant tax laws. Such unappropriation will
be included in taxable income in the year of unappropriation. The value of stock options granted is determined using the Black-Scholes option-pricing model, without consider-
ing a volatility factor in estimating the value of its stock options, as permitted under Korean GAAP. The following
assumptions are used to estimate the fair value of options granted in 2000, 2001 and 2002; risk-free interest
rate of 9.1% for 2000, 5.9% for 2001 and 6.2% for 2002; expected life of three years for 2000, 2001 and 2002;
15. TREASURY STOCK expected dividend of ₩500 for 2000, 2001 and 2002. Under these assumptions, total compensation cost, the
recognized compensation cost for the years ended December 31, 2004 and 2003, the compensation cost to be
Upon the issuances of stock dividends and new common stock and the merger with Shinsegi Telecomm, Inc. and SK IMT recognized for the following period after December 31, 2004 and the outstanding balance of stock option in
Co., Ltd., the Company acquired fractional shares totaling 77,958 shares for ₩6,108 million through 2003. In addition, capital adjustment as of December 31, 2004 and 2003 are as follows (in millions of Korean won) :
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

90 Total compensation Recognized compensation cost Compensation cost Stock option in capital adjustment
b. Reconciling items between accounting income and taxable income 91
cost to be recognized Reconciling items between accounting income and taxable income for the years ended December 31, 2004 and 2003 are
Grant date 2004 2003 2004 2003 as follows (in millions of Korean won) :

March 17, 2000 ₩ 1,533 ₩ - ₩ 128 ₩ - ₩ 1,533 ₩ 1,533 2004 2003

March 16, 2001 234 10 79 - 234 224

March 8, 2002 3,246 1,082 1,082 180 3,066 1,984 Temporary Differences
₩ 5,013 ₩ 1,092 ₩ 1,289 ₩ 180 ₩ 4,833 ₩ 3,741 Additions :

Allowance for doubtful accounts ₩ 59,622 ₩ 66,833


Accrued interest income - prior year 5,978 6,147
The pro forma net income and net income per common share, if the Company had not excluded the volatility factor
Reserves for research and manpower development 84,235 62,902
(expected volatility of 66.8% for options granted in 2000, 67.5% for options granted in 2001 and 63.0% for options
Equity in losses of affiliates - 30,537
granted in 2002) in estimating the value of its stock options, for the years ended December 31, 2004, 2003 and 2002
are as follows : Foreign currency translation gain 2,802 8,635
Depreciation 12,073 5,520
2004 2003 2002
Loss on impairment of long-term investment securities 32,074 20,343
Pro forma net income (In millions of Korean won) ₩ 1,492,914 ₩ 1,939,636 ₩ 1,507,911
Loss on impairment of other assets 21,070 22,458
Pro forma net income per common share (In Korean won) 20,280 25,835 17,894
Loss on valuation of currency swap 15,789 -
Accrued severance indemnities 19,636 31,649
Deposits for severance indemnities 10,540 11,669
Other 57,719 87,523
17. INCOME TAXES Sub-total 321,538 354,216

a. Details of income tax expense Deductions :


Income tax expenses for the years ended December 31, 2004 and 2003 consist of the following (in millions of Korean won) :
Reserves for research and manpower development (130,000) (280,000)

2004 2003 Reserves for loss on disposal of treasury stock - (255,984)


Allowance for doubtful accounts - prior year (67,482) (65,844)
Current ₩ 540,129 ₩ 653,970
Depreciation - prior year (183,861) (40,957)
Deferred note 1 80,797 117,474
Accrued interest income (7,797) (5,978)
Income tax expenses ₩ 620,926 ₩ 771,444
Foreign currency translation loss (5,617) (17,084)
Equity in earnings of affiliates (53,825) (287)
Loss on impairment of other assets (22,459) (9,896)
note 1 Changes in deferred tax liabilities for the years ended December 31, 2004 and 2003 are as follows (in millions of
Loss on impairment of long-term investment securities (20,342) (56,270)
Korean won) :
Accrued severance indemnities (19,636) -

2004 2003 Deposits for severance indemnities (10,540) (34,613)


Other (88,358) (38,547)
Sub-total (609,917) (805,460)
Beginning balance of deferred tax liabilities (₩ 242,057) (₩ 123,768)
Total Temporay Differences (288,379) (451,244)
Ending balance of deferred tax liabilities 323,096 242,057

Adjustment to the beginning deferred income, tax liabilities based on tax return filed, and other (242) 20,187
Permanent Differences 200,043 155,965
Tax effect of temporary differences arising from disposal and retirement of treasury stock - (20,598)

Deferred tax liabilities transferred from merged entity, SK IMT Co., Ltd. - (404)
Total (₩ 88,336) (₩ 295,279)
₩ 80,797 ₩ 117,474
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

92 c. Change in cumulative temporary differences and deferred tax liabilities For the year ended December 31, 2003 93
Changes in cumulative temporary differences for the years ended December 31, 2004 and 2003 and deferred tax liabili- Transferred from
Description January 1, 2003 Increase Decrease December 31, 2003
ties as of December 31, 2004 and 2003 are as follows (in Korean won) : merged entity, SK IMT
Property and equipment ₩ 33,395 ₩ - ₩ 59,113 ₩ 51,135 ₩ 41,373
For the year ended December 31, 2004 Allowance for doubtful accounts 69,887 - 66,833 69,887 66,833
Description January 1, 2004 Increase note b Decrease note b December 31, 2004 Loss on impairment of long-term investment securities 131,196 - 20,343 56,270 95,269
Foreign currency translation loss 22,701 - - 17,084 5,617
Foreign currency translation gain (11,437) - - (8,635) (2,802)
Property and equipment ₩ 41,373 (₩ 159,764) ₩ 9,431 (₩ 127,822)
Reserves for research and manpower development (442,603) - (284,000) (62,902) (663,702)
Allowance for doubtful accounts 66,833 60,271 67,482 59,622
Reserves for loss on disposal of treasury stock (218,097) - (255,984) - (474,081)
Loss on impairment of investment securities 95,269 32,074 20,591 106,752
Accrued interest income (4,718) (1,414) (5,978) (6,132) (5,978)
Foreign currency translation loss 5,617 - 5,617 -
Equity in earnings (losses) of affiliates (62,363) - (287) (27,034) (35,616)
Foreign currency translation gain (2,802) - (2,802) -
Loss on impairment of other assets 10,224 - 22,459 10,224 22,459
Reserves for research and manpowerdevelopment (663,702) (130,000) (84,235) (709,467)
Accrued severance indemnities 115,765 268 32,930 - 148,963
Reserves for loss on disposal of treasury stock (474,081) - - (474,081)
Deposits for severance indemnities (115,765) (215) (34,742) (11,669) (139,054)
Accrued interest income (5,978) (7,797) (5,978) (7,797)
Other 55,087 1 15,557 13,100 57,547
Equity in earnings of affiliates (35,616) (53,825) - (89,441)
Total temporary differences (₩ 416,728) (₩ 1,360) (₩ 363,756) ₩ 101,328 (₩ 883,172)
Loss on impairment of other assets 22,459 21,070 22,459 21,070

Accrued severance indemnities 148,963 19,636 29,075 139,524


Deferred tax liabilities-net note a (₩ 123,768) (₩ 404) (₩ 242,057)
Deposits for severance indemnities (139,054) (19,636) (19,166) (139,524)

Loss on valuation of currency swap - 15,789 - 15,789

Other 57,547 34,788 61,854 30,481 note a The tax effects of temporary differences which are not realizable and the net unrealized loss on valuation of long-
term investment securities are excluded in determining the above net deferred tax liabilities as of December 31, 2003.
Total temporary differences (₩ 187,394) (₩ 1,174,894)
Pursuant to a revision in the Korean Corporate Income Tax Law, statutory corporate income tax rate will be changed
(₩ 883,172) ₩ 104,328
from current 29.7% to 27.5%, effective January 1, 2005. Such change in statutory corporate income tax rate resulted in
a decrease in deferred tax liabilities as of December 31, 2003 by ₩20,245 million.
Deferred tax liabilities-net note a (₩ 242,057) (₩ 323,096)

d. Effective tax rate


Effective tax rates for the years ended December 31, 2004 and 2003 are as follows (in millions of Korean won):
note a The tax effects of temporary differences which are not realizable and the net unrealized loss on valuation of long-
2004 2003
term investment securities are excluded in determining the above net deferred tax liabilities as of December 31, 2004.
Income before income tax expenses ₩ 2,115,778 ₩ 2,714,194
Pursuant to a revision in the Korean Corporate Income Tax Law, statutory corporate income tax rate will be changed
from current 29.5% to 27.5%, effective January 1, 2005. Income tax expenses 620,926 771,444

Effective tax rate percentage (%) 29.35 28.42


note b These changes include adjustments to reflect the change in accumulated temporary differences based on the
prior year tax return.
e. Intra-period allocation of income tax expenses
Intra-period allocation of income tax expenses for the years ended December 31, 2004 and 2003 are as follows (in
millions of Korean won) :

2004 2003

Income tax expenses of ordinary income ₩ 620,926 ₩ 771,444


Income tax expenses of extraordinary gain - -
Income tax expenses of capital surplus retained earnings - 20,598
Income tax expenses ₩ 620,926 ₩ 792,042
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

94 18. NET INCOME AND ORDINARY INCOME PER SHARE note 2 In the years ended December 31, 2004 and 2003, the outstanding stock options did not have a dilutive effect 95
because the exercise price exceeded the average market price of common stock for the years ended December 31, 2004
The Company’s net income and ordinary income per share amounts for the years ended December 31, 2004 and 2003 are and 2003, respectively.
computed as follows (in millions of Korean won, except for share and income per share) :

Net income and ordinary income per share


19. DIVIDEND DISCLOSURE
2004 2003

Net income and ordinary income ₩ 1,494,852 ₩ 1,942,750 Details of dividends which were declared for the years ended December 31, 2004 and 2003 are as follows (in millions of
Weighted average number of common shares outstanding 73,614,297 75,078,219 Korean won, except for share data) :
Net income and ordinary income per share (In Korean won) ₩ 20,307 ₩ 25,876
Dividend type Number of shares outstanding Face value Dividend ratio Dividends

2004 Cash dividends (interim) 73,614,308 ₩ 500 200% ₩ 73,614


The weighted average number of common shares outstanding for the years ended December 31, 2004 and 2003 is calcu- Cash dividends (year-end) 73,614,296 ₩ 500 1,860% 684,613
lated as follows :
Total ₩ 758,227
Number of shares Weighted number of days Weighted number of shares 2003 Cash dividends (year-end) 73,614,308 ₩ 500 1,100% ₩ 404,879
For 2004

At January 1, 2004 82,276,711 366 / 366 82,276,711

Treasury stock, at the beginning (8,662,403) 366 / 366 (8,662,403) Dividends payout ratios (including interim dividend) for the years ended December 31, 2004 and 2003 are as follows (in
millions of Korean won) :
Purchase of fractional share related to merger with SK IMT Co., Ltd. (12) 316 / 366 (11)

Total 73,614,296 73,614,297 2004 2003

For 2003 Dividends ₩ 758,227 ₩ 404,879

At January 1, 2003 89,152,670 365 / 365 89,152,670 Net income 1,494,852 1,942,750

Treasury stock, at the beginning (9,310,607) 365 / 365 (9,310,607) Dividends payout ratio 50.72% 20.84%

Purchase of treasury stock (3,809,288) 356 / 365 (3,715,360)

Purchase of fractional share related to merger with Shinsegi Telecomm, Inc. (52) 332 / 365 (47)
Dividends yield ratios for the years ended December 31, 2004 and 2003 are as follows (in Korean won) :
Purchase of fractional share related to merger with SK IMT Co., Ltd. (91) 233 / 365 (58)

Issuance of common stock for merger with SK IMT Co., Ltd. 126,276 233 / 365 80,609 2004 2003

Purchase of treasury stock (2,544,600) note 1 (1,128,988) Dividend per share ₩ 10,300 ₩ 5,500

Total 73,614,308 75,078,219 Stock price at the year-end 197,000 199,000

5.23% 2.76%

note 1 The treasury stock was acquired on several different dates in 2003 and the weighted number of shares was calcu-
lated considering each transaction date.

Diluted net income and ordinary income per share amounts for the years ended December 31, 2004 and 2003 are
computed as follows (in millions of won, except for share data): 20. COMMITMENTS AND CONTINGENCIES

Diluted net income and ordinary income per share


a. The Company’s warranty obligations under mobile network system development service contracts with TA Orange Co.,
Ltd., a Thailand company, and Singapore Telecommunications Ltd., a Singapore company, have been guaranteed by Citi
2004 2003
Corp. and Chohung Bank within the limit of US$ 550,000 and SG$ 117,250, respectively.
Adjusted net income and ordinary income note 2 ₩ 1,494,852 ₩ 1,942,750
Adjusted weighted average number of common shares outstanding note 2 73,614,297 75,078,219 b. At December 31, 2004, the Company has guarantee deposits restricted for its checking accounts totaling ₩26 million
Diluted net income and ordinary income per share ₩ 20,307 ₩ 25,876 and deposits restricted for the interest of the public totaling ₩10,000 million.
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

96 21. INSURANCE Description 2004 2003 97


SK Communications Co., Ltd. :
At December 31, 2004, certain of the Company’s assets are insured with local insurance companies as follows (in
millions of Korean won and thousands of U.S. dollars) : Purchases of property and equipment 229 7,379

Commissions paid and other expenses 39,090 29,042


Insured Risk Carrying value Coverage Commissions and other income 13,660 18,534

US$ 68,815

Property and equipment Fire and comprehensive liability ₩ 6,467,675 ₩ 12,076,952 SK Telesys Co., Ltd. :

Purchases of property and equipment 188,822 188,111

Commissions paid and other expenses 3,102 1,717


In addition, the company carries directors and officers liability coverage insurance totaling ₩30,000 million.
Commissions and other income 322 179

22. TRANSACTIONS WITH RELATED COMPANIES SK Life Insurance Co., Ltd. :

Purchases of property and equipment 29,959 1,570


Significant related party transactions and balances as of and for the years ended December 31, 2004 and 2003 were as
Commissions paid and other expenses 1,630 1,637
follows (in millions of Korean won) :
Commissions and other income 8,175 8,295
Description 2004 2003
Widerthan. Co., Ltd. :
Transactions
Purchases of property and equipment 4,418 22,643
SK C&C Co., Ltd. :
₩ 126,648 ₩ 180,270 Commissions paid and other expenses 82,364 49,939
Purchases of property and equipment
Commissions and other income 1,084 401
Commissions paid and other expenses 289,933 284,032

Commission and other income 7,918 8,200


Balances

SK C&C Co., Ltd. :


SK Engineering & Construction Co., Ltd. :
Accounts receivable ₩ 77 ₩ 112
Construction 419,871 324,260
Accounts payable 75,802 72,384
Commissions paid and other expenses 6,148 7,662
Guarantee deposits received 346 346
Commissions and other income 1,081 775

SK Engineering & Construction Co., Ltd. :


SK Networks Co., Ltd. :
Accounts receivable 76 92
Purchases of property and equipment 3,087 3,213
Accounts payable 135,213 63,442
Commissions paid and other expenses 400,290 210,374
Guarantee deposits received 408 90
Commissions and other income 13,196 10,761

SK Networks Co., Ltd. :


SK Corporation :
Accounts receivable 1,102 996
Purchases of property and equipment 4,071 3,831
Guarantee deposits 113 113
Commissions paid and other expenses 47,438 35,004
Accounts payable 18,696 62,436
Commissions and other income 7,994 5,274
Guarantee deposits received 955 719

Innoace Co., Ltd. :

Purchases of property and equipment 23,776 35,225

Commissions paid and other expenses 4,337 8,969

Commissions and other income 296 313


NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

98 Description 2004 2003 23. DERIVATIVE INSTRUMENTS 99


SK Corporation :
The Company has entered into a foreign currency forward contract and a fixed-to-fixed cross currency swap contract
Accounts receivable 2,392 474 with Citi Bank, BNP Paribas and Credit Suisse First Boston International to hedge the foreign currency risk of unguaran-
Guarantee deposits paid 103,720 103,720 teed US dollar denominated bonds with face amounts totaling US$300,000 thousand at annual fixed interest rate of
Accounts payable 19,917 2,908 4.25% issued on April 1, 2004. As of December 31, 2004, in connection with unsettled foreign currency swap contract to
Guarantee deposits received 10,194 10,194 which the cash flow hedge accounting is applied, a loss on valuation of derivatives amounting to ₩49,452 million
(excluding foreign exchange translation gain arising from unguaranteed US dollar denominated bonds totaling ₩31,501
million) was accounted for as a capital adjustment.
Innoace Co., Ltd. :

Accounts payable 15,199 25,640


In addition, the Company has entered into a fixed-to-fixed cross currency swap contract with Credit Suisse First Boston
Guarantee deposits received 2,138 1,069 International to hedge foreign currency risk of unguaranteed US dollar denominated convertible bonds with face
amounts of US$329,450 thousand issued on May 27, 2004. In connection with unsettled fixed-to-fixed cross currency
SK Communications Co., Ltd. : swap contract to which the cash flow hedge accounting is not applied, a loss on valuation of currency swap of ₩15,790
Accounts receivable 235 4,838 million for year ended December 31, 2004 is charged to current operations.
Accounts payable 11,509 8,903
As of December 31, 2004, fair values of above derivatives totaling ₩96,743 million are recorded in long-term liabilities.
Guarantee deposits received 11,127 6,764

Details of derivative instruments as of December 31, 2004 are as follows (in thousands of US dollars and millions of
SK Telesys Co., Ltd. : Korean won) :
Accounts receivable 11 2

Accounts payable 51,954 33,904 Fair value


Type Hedged item Face amount Duration of contract
Designated as cash flow hedge Not designated
SK Wyverns Baseball Club Co., Ltd. :
Fix-to-fixed cross Unguaranteed US dollar
Long-term and short-term loans 7,957 13,532
currency swap denominated bonds US$ 300,000 March 23, 2004 ~ April 1, 2011 ₩ 80,953 ₩ -

SK Life Insurance Co., Ltd. :


Fix-to-fixed cross Unguaranteed US dollar
Deposits for severance indemnities 61,419 59,613
currency swap denominated convertible bonds US$ 100,000 May 27, 2004 ~ May 27, 2009 - 15,790
Guarantee deposits 60 60

Accounts receivable 1,100 1,119

Guarantee deposits received 821 338


The above derivative instruments designated as cash flow hedge mature within 75 months from December 31, 2004 at
the longest; and the expected portion of capital adjustments as of December 31, 2004, related to loss on valuation of
Widerthan. Co., Ltd. : currency swap, to be recorded in earnings within the next 12 months amounted to ₩5,612 million.
Accounts receivable 58 30

Accounts payable 9,829 9,762

24. MERGER WITH SK IMT CO., LTD.

On May 1, 2003, the Company merged with SK IMT Co., Ltd., in accordance with a resolution of the Company’s board of
directors on December 20, 2002 and the approval of shareholders of SK IMT Co., Ltd. on February 21, 2003. The
exchange ratio of common stock between the Company and SK IMT Co., Ltd. was 0.11276 share of the Company’s
common stock with a par value of ₩500 to 1 share of common stock of SK IMT Co., Ltd. with a par value of ₩5,000.
Using such exchange ratio, the Company distributed 126,276 shares of new issued common stock to minority sharehold-
ers of SK IMT Co., Ltd. and the Company retired all shares of SK IMT Co., Ltd. owned by the Company and SK IMT Co., Ltd.
upon the merger. The assets and liabilities transferred from SK IMT Co., Ltd. were accounted for at the carrying amounts
of SK IMT Co., Ltd.
NOTES TO NON–CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2004 AND 2003

100 The condensed balance sheet of SK IMT as of April 30, 2003 and December 31, 2002 and the condensed statements of 25. OPERATING RESULTS OF FINAL INTERIM PERIOD 101
operations for the period from January 1, 2003 to April 30, 2003 and for the year ended December 31, 2002 are as
follows (in millions of Korean won) : The Company’s key operating results for the three months ended December 31, 2004 and 2003 are as follows (in
millions of Korean won, except for income per share) :
Apr. 30, 2003 Dec. 31, 2002

Condensed Balance Sheets 4th Quarter of 2004 (unaudited) 4th Quarter of 2003 (unaudited)

Operating revenue ₩ 2,484,849 ₩ 2,480,397


Current assts ₩ 332,321 ₩ 963,896 Ordinary income 481,355 560,063
Fixed asset 1,274,185 1,274,630 Net income 348,072 433,230
Total Assets ₩ 1,606,506 ₩ 2,238,526 Net income per share (in Korean won) 4,728 5,885

Current liabilities ₩ 7,808 ₩ 26,164

Long-term liabilities 556,444 558,107

Total Liabilities 564,252 584,271

26. SUBSEQUENT EVENT


Capital stock 300,000 300,000

Capital surplus 1,300,020 1,300,020 a. Acquisition of License for WiBro


Retained earnings 47,192 54,235 The Company acquired the license for WiBro, a portable internet service which is scheduled to start commercial opera-
Capital adjustment (604,958) - tions in June 2006, together with KT Corporation and Hanaro Telecom Inc. through deliberation of the Committee of
Information and Communication Policy dated January 20, 2005. With regard to this service, the Company is scheduled to
make contribution of ₩117 billion and receive the WiBro license from the Ministry of Information and Technology by the
Total Stockholders’ Equity 1,042,254 1,654,255
end of February 2005.

Total Liabilities and Stockholders’ Equity ₩ 1,606,506 ₩ 2,238,526 b. Agreement for establishing SK-EarthLink, a joint venture company in the U.S.A.
In accordance with the resolution of the Company’s board of directors dated January 26, 2005, the Company and
EarthLink, Inc., an internet service provider in the United States of America, agreed to establish ‘SK-EarthLink’, a joint
venture company, in the United States of America in February 2005 in order to provide wireless telecommunication
Period from Jan. 1, 2003 to Apr. 30, 2003 Year ended Dec. 31, 2002 service across the United States of America. The Company will invest US$220 million for a 50% equity interest in the
joint venture company from 2005 through 2007. SK-EarthLink plans to launch cellular voice and data services across the
Condensed Statements of Operations
United States of America by the third quarter of 2005 by renting networks from network operators throughout the
Operating revenue ₩ - ₩ -
United States of America, also known as partial mobile virtual network operator (MVNO) system.
Operating expenses (7,009) (7,737)

Operating loss (7,009) (7,737)

Non-operating income 12,032 47,794

Non-operating expenses (13,694) (1,265)

Ordinary income (loss) (8,671) 38,792

Extraordinary gain (loss) - -

Income before income taxes (8,671) 38,792

Income tax benefit (expenses) 2,961 (11,554)

Net income (loss) (₩ 5,710) ₩ 27,238


COMMUNITY RELATIONS

102 SK Telecom is committed to fulfilling its It has become very important for business 103

responsibilities as a responsible corporate entities to fulfill their social responsibili-


citizen of the 21st century, by shining light ties as productive and responsible
into the underprivileged areas of society. members of society. The philanthropy of
SK Telecom aims to fulfill this responsibility
by giving benefits to needy and deserving
members of the community. We firmly
believe that the world will change for the
better when love and sharing are brought
together. In 2004 our community activities
were primarily focused on four areas. These
were: Conducting a vast array of volunteer
works, promoting and supporting
customer’s charitable activities, helping and
supporting physically challenged youth and
low-income families, and carrying out activ-
ities for the international community.
104 CONDUCTING VOLUNTEER ACTIVITIES 105
The goal of SK Telecom’s volunteer groups is creating a society where people help during the six years of the contests. In August 2004, SK Telecom hosted the "2004 SK Telecom Camp
one another in times of needs with a feeling of togetherness. The groups of Love and Share" for seven days. The participants of the camp included 120 physically challenged
actively carry out a broad range of social welfare programs for unfortu- children and 100 orphaned teenagers who support their siblings. Through this camp, we offered
nate neighbors, physically challenged people, orphaned teenagers, programs that helped the children and teenagers increase their
and senior people with no dependants. In addition,the group keeps social skills and dignity through a broad spectrum of cultural
striving to give a helping hand to regions damaged by natural events. In addition, SK Telecom constantly makes
disasters, and contributing to the development of necessary concerted efforts to support unfortunate neighbors
facilities in local communities. Recognizing the importance of who are left out of the mainstream of society, and
knowledge-based contribution activities in addition to physical those who are facing difficult challenges. We
contributions, the volunteer group has participated in a variety have been conducting a “Bathing and Health
of special educational programs such as a Junior Achievement Check-up Service” for physically challenged
Program and a Junior Engineering Achievement Program. In and senior people who are unable to move
March 2004, SK Telecom formed Volunteer Groups throughout and bathe on their own. We also hold open
the Company as an effort to meet employees’ desire for organized charity bazaars regularly, in order to help
volunteering activities. Furthermore, In May 2004, SK Telecom needy families from the recycling of unused
opened a Volunteer Portal Site designed to encourage the spirit of resources.
volunteerism throughout the nation. Treating volunteer work as an impor-
tant function of business entities, we will continue to encourage and support a CARRYING OUT INTERNATIONAL
wide variety of volunteer activities, making it a unique culture within the Company. COMMUNITY ACTIVITIES
SK Telecom’s corporate philanthropy activities
PROMOTING CUSTOMER-BASED CHARITABLE ACTIVITIES go beyond our national borders. We have been
SK Telecom is offering a variety of charitable programs that let our customers share their love with offering free surgery for Vietnamese children born
unfortunate neighbors by donating funds through SK Telecom’s mobile services. We have provided the with facial deformities, since 1996. Through this
'Beautiful Call' program which raises fund donations from customers, since October of 2003. program, 1,400 children with facial deformities now have
Customers can donate funds by accessing the 'Beautiful Call’ service menu through 011 or 017 cellular normal faces with bright smiles. In August 2003, we turned our
phones. Whenever 011/017 customers donate funds through the 'Beautiful Call' program, SK Telecom eyes and hearts toward elementary students in war-ravaged Iraq by providing financial aid to an NGO
makes a matching donation to a welfare foundation. In December called “Korea Food for the Hungry International”. Part of the donation made by SK Telecom and its
2004, SK Telecom also launched the 'Love & Share' campaign customers was later used to remodel schools and furnish food to students in Iraq. In September 2004,
which lets customers participate conveniently in fund we donated KRW 100 million for the establishment of a Mongolian livestock experimental station. This
donations campaigns through their mobile phones. project is designed to support Mongolian nomadic tribes in their efforts to build and stock a perma-
Customers are allowed to directly choose various nent village which will improve the living environment, and increase the residents' income level. SK
welfare foundations such as the non-government Telecom also started a fund raising project through the “Love & Share” campaign in January 2005. This
organizations (NGOs), social welfare foundations and project is designed to support the recovery of South Asian regions that had been devastated by the
religious foundations which receive their donation. recent Tsunami. The funds raised by SK Telecom and its customers through this campaign will be
Currently we are developing and providing a variety donated for the purchase of emergency relief goods, medical support, food distribution, and facility
of other charity programs including “Call Plus & reconstruction, in the affected area of Southeast Asia.
Love Plus”, which encourages customer participa- To make a brighter future, and shape a world filled with love and promise, SK Telecom will continue to
tion in community activities. put forth every effort to spread the roots of social philanthropy. We want to create a society where no
one is left behind.
SUPPORTING PHYSICALLY CHALLENGED YOUTH,
AND LOW-INCOME FAMILIES
SK Telecom has hosted an Internet Search Contest for
physically challenged youth every year since 1999. This
activity is designed to help disabled youth develop
competitiveness in information technology area. A total of
162 winners have emerged from final matches that involved
1,382 disabled students from the 691 teams that have participated
CORPORATE MILESTONES

1980~1989 Dec. 1998 SK Teletech, SK Telecom’s May 2001 Introduced the world's first Jun. 2002 Executed an MOU with Sun May 2003 Made a final selection of Mar. 2004 Launched a satellite for the
106 Mar. 1984 Established Korea Mobile subsidiary, launched by introducing its SKY commercial wireless streaming video Microsystems to develop, nurture and WCDMA equipment suppliers world’s first digital multimedia broadcasting
107
Telecommunications Services Co., Ltd. handsets service commercialize highly prospective technolo- Jun. 2003 Announced a resolution on service
May 1985 Began operating car phone Mar. 1999 Ranked first in the Mobile Jun.2001 Concluded a USD 1 million gies business principles with SK Networks Mar. 2004 Upgraded credit rating to A3 by
services Communication Service category of the CDMA consulting agreement with China Jul. 2002 Signed an MOU with China (former SK Global) Moody’s
Apr. 1988 Designated as a public telecom- National Customer Satisfaction Index Unicom, covering network design, optimiza- Unicom for the establishment of a joint Jun. 2003 Implemented “Rainbow" Apr. 2004 Launched a joint venture
munications service operator Jul. 1999 Launched “TTL”, a cellular tion, and other areas of CDMA technology venture company in China program for cellular subscribers company named “UNISK” in China
Oct. 1989 Appeared on the Korea Stock service directed at the youth market Jun.2001 Established a joint venture fund Jul. 2002 Designated as the official infor- Jul. 2003 Launched commercial CDMA Apr. 2004 Started “Digital Home Pilot
Exchange for an initial public offering of Oct. 1999 Number of cellular subscribers worth USD 10 million with Hewlett-Packard mation communication sponsor of the 14th cellular service in Vietnam Service”
KRW6.4 billion reached 10 million Aug. 2001 Completed the development of Busan Asian Games Jul. 2003 Received the Corporate May 2004 Issued Convertible Notes worth
the world’s first video telephony service Aug. 2002 Introduced ‘POZ’, an exclusive Governance Award USD 329 million in London
1990~1999 2000 using the CDMA2000 1X network NATE PDA Phone Jul. 2003 Purchased 2.48 million POSCO Jun. 2004 Offered the Automatic Roaming
Apr. 1992 Paging service subscribers Mar. 2000 Formed strategic alliances with Sep. 2001 Launched an IC chip-embedded Sep. 2002 Credit rating upgraded to Baa1 shares held by SK Corporation Service in Israel
surpassed 1 million small & medium-sized telecommunications “MONETA Card” in affiliation with 5 major from Baa2 by Moody's Aug. 2003 CDMA 2000 1xEV-DO network- Jul. 2004 Launched a wired and wireless
Jun. 1994 SK Group became the major carriers to co-develop core IMT-2000 domestic credit card firms and SK Oct. 2002 Showcased the revolutionary based ‘June’ service subscribers reached 1 integrated “Cyworld” portal
shareholder of the Korea Mobile technology Corporation CDMA2000 1x EV-DO network in China million Jul. 2004 Exceeded USD 10 million in
Telecommunications Services Co., Ltd. Mar. 2000 Completed the development Oct. 2001 Launched “NATE”, a wired and Nov. 2002 Expanded the Automatic Aug. 2003 Launched "Moneta Online export sales of cellular ring back tone
Jan. 1995 Cellular phone and paging of the world’s first core components for wireless integrated portal service Roaming Service in China and the U.S. Payment Service" solution (COLORing)
service subscribers reached 1 million and 4 IMT-2000 Nov. 2002 Launched "June", a mobile multi- Sep. 2003 Completed the test of a Aug. 2004 Exported wireless Internet
million, respectively Mar. 2000 Voted first for the second 2002 media service Wireless Data Roaming service between platforms to Kazakhstan
Feb. 1995 Unveiled “MOVE 21”-the consecutive time in the Mobile Jan. 2002 The Ministry of Information and Nov. 2002 Launched “MONETA”, a mobile Korea and China Sep. 2004 Announced the strategic
Company’s vision for the 21st century Communications Service category of the Communications approved the merger payment service Sep. 2003 Total number of cellular partnership with KB to provide “M-Bank
Jan. 1996 Launched the world’s first National Customer Satisfaction Index between SK Telecom and Shinsegi Telecom Dec. 2002 Introduced Home Network subscribers exceeded 18 million Service”
commercial CDMA cellular phone service Apr. 2000 Korea Fair Trade Commission Jan. 2002 Acquired a business license to service Sep. 2003 Signed an MOU with Sep. 2004 President of SK Telecom
Jun. 1996 ADRs listed on New York Stock approved the acquisition of Shinsegi operate a CDMA cellular service in Dec. 2002 Executed a share swap with KT Teliasonera for jointly developing and received the “Asia Meritorious Award of The
Exchange - a first for a non-governmental Telecom Cambodia commercializing new businesses Year for Satellite Service”
Korean enterprise May 2000 Established a joint venture Jan. 2002 Launched the world’s first 2003 Oct. 2003 Established CapEx Review and Oct. 2004 Formed “Ubinet” consortium for
Jun.1996 Credit rating of A+ awarded by company with GameKing, China’s biggest commercial CDMA2000 1x EV-DO service Jan. 2003 Announced the plan to purchase Compensation Review committees BcN pilot project
Standard & Poor’s video game software development company Mar. 2002 Pioneered CDMA-GSM inter- 3% of SK Telecom’s common shares Nov. 2003 Formed a consortium to develop Oct. 2004 Secured over 100 thousand “S-
Jul. 1996 Credit rating of A1 awarded by Aug. 2000 Separated with NETSGO standard international roaming service Feb. 2003 Expanded “June” broadcasting satellite DMB business Fone” service subscribers in Vietnam
Moody’s Oct. 2000 Launched the world’s first Apr. 2002 Launched Korea-Japan CDMA service Nov. 2003 Board of Directors approved Nov. 2004 Launched a wired and wireless
Mar. 1997 Changed name to SK Telecom commercial with CDMA2000 1X service Automatic Roaming Service Mar. 2003 Signed a formal contract with the participation in SK Communications’ integrated music portal service called
Co., Ltd., and unveiled a new corporate Oct. 2000 Entered into a cellular service Apr. 2002 Formed an agreement to jointly China Unicom to establish a joint venture rights offering “MelOn”
identity program at the 13th annual share- contract DCN, a mobile communications implement a Telematics business with SK company in China Dec. 2003 Demonstrated2.3GHz Nov. 2004 Started cellular ring back tone
holders’ meeting operator in the Republic of Daghestan Telecom, Renault Samsung Motors and Apr. 2003 Publicly demonstrated the Broadband Wireless Service service business in the U.S.
Sep. 1997 Completed development of Dec. 2000 Obtained a service license for Samsung Electronics commercialization of Wireless Internet Dec. 2003 Launched WCDMA commercial Dec. 2004 Introduced Telematics service
IMT-2000 test-bed system Asynchronous IMT-2000 (WCDMA) Apr. 2002 Exported NATE platform to Platform for Interoperability (WIPI) service on Jeju Island
Oct. 1997 Launched NETSGO, a multime- Pelephone, an advanced Israeli mobile May 2003 Merged with SK IMT Dec. 2003 Announced dividend policy for
dia online service 2001 communications operator May 2003 Provided CDMA Automatic 2003 and 2004
Dec. 1997 Number of CDMA subscribers Mar. 2001 Sold radio paging business to May 2002 Developed next generation Roaming Service in Thailand and Saipan Dec. 2003 Provided a CDMA Automatic
reached 3 million Intec Telecom streaming video compression technology Island Roaming Service in Taiwan, Mexico and Peru
Jan. 1998 Granted ISO 9002 certification Mar. 2001 Established SK IMT Co., Ltd. (H.26L)
for customer service and after-sales Apr. 2001 Launched wireless Internet May 2002 Decided to purchase 5% of KT 2004
service, a first among Korean cellular service services in Mongolia shares. Feb. 2004 Announced disposition of 2%
providers May 2002 Launched Automatic Roaming treasury shares
Jun. 1998 Ranked first in the National Service in the U.S. Feb. 2004 Commercialized a next genera-
Customer Satisfaction Index in the Mobile tion streaming video compression tech-
Communications Service category nology
Jun. 1998 SK Telink, SK Telecom’s Mar. 2004 Celebrated 20th anniversary
subsidiary, launched 00700 International
Call services
GLOSSARY

BcN (Broadband Convergence CDMA2000 1xEV-DO - Synchronized GPS (Global Positioning System) IS95-A/B Satellite DMB (Digital Multimedia content via the wireless Internet.
108 Network) IMT-2000 Broadcasting)
109
A satellite navigation system used for Known as cdmaOne, this is the CDMA Specifications for WAP-NG (WAP Next
A next-generation integrated network A 3rd generation service optimized for precisely determining geographical network interface standard as desig- A next generation broadcasting service Generation), the successor to WAP1.X,
that enables customer use of a high- data services and offers data rates of position based on information from nated by the Telecommunication that transmits digital multimedia were released in August 2001.
quality broadband multimedia service up to 2.4 Mbps on a 1.25 MHz GPS satellites. GPS satellites are Industry Association (TIA) in the U.S. in signals like voice and streaming video
that embraces telecommunications, bandwidth. This is interoperable with owned by the U.S. military, but naviga- 1993. Its network is primarily designed to a fixed, cellular or automobile WCDMA (Wideband Code Division
broadcasting, and the Internet. IS-95A/B networks (2nd generation for voice cellular service. Based on IS- receiver apparatus through satellite. Multiple Access) - Asynchronous IMT-
tional information is made available
2000
Customers can enjoy this convergence CDMA network) and CDMA2000 1X free of charge for civilian use. 95A, cellular operators provide trans- This service allows users to enjoy
service anytime and anywhere, without (3rd generation network). mission rates of 9.6Kbps. IS-95B superb sound and high definition The standard 3rd generation technolo-

service hindrance. allows data transmission rates of up to broadcasting at the level of CD and gy for most European service opera-
GSM (Global Systems for Mobile
Dongle Communications) 86.4Kbps. DVD through PDAs or VMTs (Vehicle- tors. W-CDMA enables multimedia

CDMA (Code Division Multiple Access) Mounted Terminals) while on the move. services such as real-time video
A system that allows local area A wireless communication tool
ITU (International Telecommunication conferencing calls.
This is a digital communication wireless communications to interface compatible with digital mobile phones.
Union) VOD (Video on Demand)
technology based on digital transmis- with peripherals like PCs. This system As the de facto global standard, GSM
The international organization that WIPI (Wireless Internet Platform for
sion using various coding sequences can also interface mobile phone uses a 900MHz frequency band. Unlike the traditional broadcasting
Interoperability)
assigned to different users. By using payment service between wireless provides a forum for governments and method that enables viewers to
the private sector to coordinate global The Korean Ministry of Information
the sequences, CDMA network can mix devices and financial terminals by IC Card (Integrated Circuits Card) receive broadcasting programs trans-
telecommunication networks and and Communications designed "WIPI”
and separate signals of each user in a converting IrDA (IrFM) or RF Recognized as the smallest indepen- mitted by the station on a unilaterally
services. It was established in 1932 to be the next generation Wireless
single frequency band: therefore the Communication to RS232C Serial dent computer with advanced basis, the VOD allows them to select
and is now a United Nations affiliate Internet Standard Platform. This
CDMA technology increases network Communication. functions and securities, this card, also from a library of programs stored on
based in Geneva, Switzerland. allows subscribers of each mobile
capacity by allowing more than one known as a Smart Card, contains a video, and view them at their leisure.
service provider to conveniently use
user to simultaneously occupy a single Frequency Bandwidth semiconductor and is about the same
MONETA the wireless Internet content provided
frequency band to communicate with The bandwidth between the highest size and thickness as a traditional VoIP (Voice over Internet Protocol)
by all.
virtually no crosstalk. Basically IS- frequency and lowest frequency plastic credit card. A smart-chip installed multipurpose An advanced technology that transmits
95A/B, CDMA2000 1X, and assigned to a specific signal channel. mobile financial enabler. It facilitates voice through an Internet Protocol (IP)
2.3GHz Portable Internet
CDMA2000 1xEV-DO all originate IMT-2000 (International Mobile mobile payment services using cellular network. The most typical solution
from CDMA technology. Telecommuniations-2000) phones and offers subscribers a This next generation wireless Internet
GIGA (Graphic Instruction and Graphic using VoIP is Internet telephony.
variety of benefits. technology allows users to access
Acceleration) Platform An initiative of the ITU to unify
CDMA2000 1X broadband Internet on a 2.3GHz
A mobile phone solution that enables wireless communications standards by VMT (Vehicle-Mounted Terminals)
Packet Data Communications bandwidth while on the move.
The 3rd generation technology evolved the improvement of graphic quality and developing a global federation of A system that accesses Internet portal
from IS-95A/B. With this technology, a graphic processing speed, through the systems providing mobile multimedia Data communications by packet sites for vehicle-related information
network operator is able to provide installation of an additional graphic service capabilities for the use of all switching is a system that sends and that drivers can operate through
most services that are discussed for chip and software in mobile phones. federation members worldwide. receives information by dividing simple voice commands. It is connect-
realization through IMT-2000 (a 3rd Collectively, IMT-2000 is the global messages into small blocks called ed with a Global Positioning System
generation technology). CDMA2000 1X standard for 3rd generation mobile packets and adding headers containing (GPS) chip that allows VMT to deliver
also allows efficient use of frequency communications systems, designated address and control information to accurate geographical information to
resources because this can transmit by the ITU. each packet. As this enables a common subscribers.
data in the form of packets, which channel to simultaneously carry the
allows the operator to allocate unused communication of multiple users, WAP (Wireless Application Protocol)
wireless channels to other subscribers. channel usage efficiency is high and Wireless communications data proto-
Required frequency bandwidth for the costs are relatively low. col for mobile Internet connection
technology is the same 1.25MHz as IS- standardized at the WAP forum that
95A/B systems. was established in June 1997. Users of
WAP-enabled mobile handsets, PDAs
and other terminals can view WAP
ORGANIZATION CHART GLOBAL NETWORK

SEOUL BEIJING HANOI


OFFICE OF THE STAFF TO CEO STRATEGIC PLANNING GROUP
SK TELETECH 111
VICE SK COMMUNICATIONS SK TELECOM CO.,LTD. SK TELECOM CHINA CO., LTD. SLD TELECOM PTE., LTD.
CHAIRMAN -CORPORATE STRATEGY OFFICE TU MEDIA 11, Euljiro 2-ga, Jung-gu, Unit 1201, Tower E1, The Towers, Hanoi Office
& CEO -STRATEGIC PLANNING OFFICE Seoul, 100-999, Korea Oriental Plaza No.1, 6th Floor 11 Tran Hung Dao Street,
SK TELINK
-CORPORATE RELATIONS STRATEGY OFFICE
GROBAL CREDIT INFORMATION Tel: 82-2-6100- 2114 East Chang An Ave., Hoan Kiem District,
ETHICS MANAGEMENT OFFICE
ETHICS Fax: 82-2-6100-7950 Dong Cheng District Hanoi, Vietnam
PAXNET
MANAGEMENT
SK CAPITAL Beijing 100738, China Tel: 84-4-933-2388
PRESIDENT CENTER OFFICE OF GENERAL COUNSEL TECHNOLOGY STRATEGY GROUP
& CEO SPORTS GROUP SAN JOSE Tel: 86-10-8518-6888 Fax: 84-4-933-2389
-TECHNOLOGY STRATEGY OFFICE SK WYVERNS SKTI, INC. Fax: 86-10-8518-3509
-NETWORK R&D CENTER 1735 Technology Drive Suite 820 ULAANBAATAR
-PLATFORM R&D CENTER
PUBLIC RELATIONS OFFICE -TERMINAL R&D CENTER San Jose, CA 95110 UNISK(BEIJING) INFORMATION SKYTEL, LLC.
-INFORMATION TECHNOLOGY R&D CENTER U.S.A TECHNOLOGY CO., LTD. C.P.O. Box-811 Sukhbaatar
-NEXT GENERATION MARKETING DIVISION
Tel: 1-408-437-4700 11th Floor, Henderson 1 Tower, District-1, Chinggis Khan

OFFICE OF THE CORPORATE


Fax: 1-408-441-0755 Jianguomennei Street 18, Avenue-9
MANAGEMENT SUPPORTING GROUP
PUBLIC RELATIONS Chaoyang District, Ulaanbaatar-13, Mongolia

-HRM OFFICE NEW JERSEY Beijing, China Tel: 976-11-323200


-FUTURE MANAGEMENT INSTITUTE SK USA, INC. Tel: 86-10-6518-3520 Fax: 976-11-318487
-FINANCE MANAGEMENT OFFICE
-INVESTOR RELATIONS OFFICE
400 Kelby Street, 17th Floor Fax: 86-10-6518-3420
SK ACADEMY
-PURCHASING&ASSET MANAGEMENT OFFICE Fort Lee, NJ 07024
U.S.A TOKYO
BUSINESS
Tel: 1-201-613-8000 SK TELECOM TOKYO OFFICE
CENTER
Fax: 1-201-613-8040 Yamato Seimei Bldg. 8F, 1-1-7
Uchisaiwai-cho, Chijoda-ku, Tokyo
SK RESEARCH INSTITUTE FOR
NETWORK GROUP LONDON 100-0011, Japan
SUPEX MANAGEMENT
BUSINESS STRATEGY DIVISION SK TELECOM EUROPE, LTD. Tel: 81-3-3591-3800
-NETWORK PLANNING DIVISION
- ECONOMIC RESEARCH OFFICE
-NETWORK PROVISION & 33 St. James's Square Fax: 81-3-3591-3807
- SUPEX MANAGEMENT
CONSTRUCTION DIVISION London, SW1Y 4JS UK
RESEARCH OFFICE MOBILE DEVICE DIVISION
-NETWORK OPERATION &
- INFORMATION COMMUNICATION
MAINTENANCE DIVISION Tel: 44-207-661-9654 HO CHI MINH
TECHNOLOGY RESEARCH OFFICE
-SEOUL METROPOLITAN REGIONAL Fax: 44-207-661-9140 SLD TELECOM PTE., LTD.
NETWORK DIVISION BUSINESS GROUP
-BUSAN METROPOLITAN REGIONAL Ho Chi Minh Office
NETWORK DIVISION -CONTENTS BUSINESS DIVISION 9th Floor Diamond Plaza,
-DAEGU METROPOLITAN REGIONAL -DATA BUSINESS DIVISION
34 Le Duan Street,
NETWORK DIVISION -COMMERCE BUSINESS DIVISION
-WESTERN REGIONAL NETWORK DIVISION -ENTERPRISE SOLUTION District 1/HCM City, Vietnam
-MIDDLE REGIONAL NETWORK DIVISION BUSINESS DIVISION Tel: 84-8-822-5882
-COMMUNICATION INTELLIGENCE
BUSINESS DIVISION Fax: 84-8-822-7855
SKTI

SKTC
NEW/GLOBAL BUSINESS GROUP
Viatech
UNISK -NEW/GLOBAL BUSINESS
CUSTOMER GROUP
STRATEGY DIVISION
-U-BIZ DEVELOPMENT DIVISION
SKTE -GLOBAL BUSINESS DIVISION -CUSTOMER MARKETING DIVISION
-VIETNAM REGIONAL DIVISION -CUSTOMER RELATIONSHIP MANAGEMENT
DIVISION
-CUSTOMER SERVICE DIVISION
-SEOUL METROPOLITAN
MARKETING DIVISION
-BUSAN METROPOLITAN
MARKETING DIVISION
-DAEGU METROPOLITAN
MARKETING DIVISION
-WESTERN MARKETING DIVISION
-MIDDLE MARKETING DIVISION
INVESTOR INFORMATION

HEAD OFFICE SECURITIES LISTINGS INFORMATION AVAILABILITY


112
SK TELECOM CO.,LTD. KOREA STOCK EXCHANGE: http://www.sktelecom.com/english/
11, EULJIRO 2-GA, JUNG-GU, 017670.KS (COMMON STOCK) ir/index.html
SEOUL 100-999, KOREA NEW YORK STOCK EXCHANGE:
TEL: 82-2-6100- 2114 SKM (ADS) INVESTOR RELATIONS OFFICE
FAX: 82-2-6100-7950 FOR ANY OTHER INVESTOR
TRANSFER AGENT AND REGISTRAR INQUIRIES, CONTACT:
DATE OF ESTABLISHMENT COMMON STOCK
MARCH 29, 1984 KOOKMIN BANK TEL: 82-2-6100-1631
SECURITIES AGENCY BUSINESS FAX:82-2-6100-7950
PAID–IN CAPITAL TEAM EMAIL: tjpark@sktelecom.com
KRW 44,639 MILLION 34, YEOIDO-DONG, YEONGDEUNG- MAIL: IR OFFICE, SK TELECOM
AS OF DECEMBER 31, 2004 PO-GU, SEOUL, KOREA 11, EULJIRO 2-GA, JUNG-GU,
TEL: 82-2-2073- 8108 SEOUL 100-999, KOREA
NUMBER OF COMMON SHARES FAX: 82-2-2073- 8111
82,276,711 SHARES
AS OF DECEMBER 31, 2004 AMERICAN DEPOSITARY SHARES
CITIBANK, N.A.
388 GREENWICH ST., 14TH FLOOR
NEW YORK, NY 10013
TEL: 1-212-816- 6859
FAX:1-212-816- 6865

AVAILABLE FILINGS
FORM 20-F
FORM6-K: QUARTERLY REPORTS,
ANNUAL REPORTS, PROXY STATE-
MENTS, AND OTHER MATERIAL
ANNOUNCEMENTS

Produced by S/O PROJECT, Inca Communications, JD Link, Leem Studio


GENERAL SHAREHOLDERS
MEETING
FRIDAY, MARCH 11, 2005 AT 9 A.M.
SK TELECOM BORAMAE BUILDING,
729-1, BONGCH’ON 1-DONG,
GWANAK-GU, SEOUL, KOREA

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