6-K 1 d6k.htm FORM 6-K Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


Form 6-K

 


REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2007

Commission File Number 1-14926

 


KT Corporation

(Translation of registrant’s name into English)

 


206 Jungja-dong

Bundang-gu, Sungnam

Kyunggi-do

463-711

Korea

(Address of principal executive offices)

 


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

Form 20-F      Ö            Form 40-F             

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

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):              

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes                      No      Ö    

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

 



   KT CORPORATION   
   Non-Consolidated Financial Statements   
   December 31, 2005 and 2006   
   (With Independent Auditors’ Report Thereon)   
     


Independent Auditors’ Report

Based on a report originally issued in Korean

The Board of Directors and Stockholders

KT Corporation:

We have audited the accompanying non-consolidated balance sheets of KT Corporation (the “Company”) as of December 31, 2005 and 2006, and the related statements of earnings, appropriation of retained earnings and cash flows for the years then ended. These non-consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these non-consolidated financial statements based on our audits. We did not audit the financial statements of KT Freetel Co., Ltd. (“KTF”), a 44.6% and 52.2% owned subsidiary at December 31, 2005 and 2006, respectively, as of and for the years ended December 31, 2005 and 2006. Those financial statements were audited by other auditors whose report has been furnished to us, and our report, insofar as it relates to the amounts included for KTF is based solely on the report of the other auditors.

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

In our opinion, based on our audits and the report of the other auditors, the non-consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2005 and 2006, and the results of its operations, the appropriation of its retained earnings, and its cash flows for the years then ended in conformity with accounting principles generally accepted in the Republic of Korea.

The accompanying financial statements as of and for the year ended December 31, 2006 have been translated into United States dollars solely for the convenience of the reader. We have audited the translation and, in our opinion, the non-consolidated financial statements expressed in Korean Won have been translated on the basis set forth in note 3 to the non-consolidated financial statements.

Without qualifying our opinion, we draw attention to the following:

As discussed in note 2(a) to the non-consolidated financial statements, accounting principles and auditing standards and their application in practice vary among countries. The accompanying non-consolidated financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices applied in the Republic of Korea to audit such non-consolidated financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying non-consolidated financial statements are for use by those knowledgeable in Korean accounting procedures and auditing standards and their application in practice.

As discussed in note 29 to the non-consolidated financial statements, effective January 1, 2006, the Company adopted the Application of Korea Accounting Standard (“AKAS”) 06-2 “Deferred Tax Accounting for Investments in Subsidiaries, Affiliated Companies Accounted for Using the Equity Method, and Interest in Joint Ventures.” AKAS 06-2 requires evaluation of tax benefit, if any, based on the net deferred tax asset or liability of all temporary differences arising from the same affiliate rather than on an individual basis. With the adoption of AKAS 06-2, certain accounts of prior year’s non-consolidated financial statements have been restated as required by this standard.


As discussed in note 10 to the non-consolidated financial statements, the Company has revenues and expenses as a result of transactions with its affiliates for the year ended December 31, 2006. Related to the above transactions, the Company has accounts receivable and accounts payable with affiliates as of December 31, 2006. In addition, as of December 31, 2006, the Company provided payment guarantees for its affiliates’ indebtedness and contract performance.

As discussed in note 22 to the non-consolidated financial statements, the Company retired 5,222,000 shares of treasury stock by a charge to retained earnings on July 3, 2006. Upon retirement of the treasury stock, the number of the Company’s common stock shares issued decreased from 284,849,400 shares to 279,627,400 shares.

Seoul, Korea

February 6, 2007

 

 

This report is effective as of February 6, 2007, the audit report date. Certain subsequent events or circumstances, which may occur between the audit report date and the time of reading this report, could have a material impact on the accompanying non-consolidated financial statements and notes thereto. Accordingly, the readers of the audit report should understand that there is a possibility that the above audit report may have to be revised to reflect the impact of such subsequent events or circumstances, if any.


KT CORPORATION

Non-Consolidated Balance Sheets

December 31, 2005 and 2006

(In millions of Won and U.S. dollars)

 

Assets

   2005     2006    

2006

(note 3)

 

Current assets:

      

Cash and cash equivalents (notes 4 and 18)

   (Won) 1,043,780     1,036,765     $ 1,114.8  

Short-term financial instruments (note 5)

     136,531     120,563       129.6  

Current portion of available-for-sale securities (note 8):

     1     —         —    

Notes and accounts receivable – trade
less allowance for doubtful accounts of (Won)434,047
in 2005 and (Won)308,240 in 2006 (notes 10 and 18)

     1,514,514     1,465,104       1,575.4  

Accounts receivable – other less allowance for doubtful accounts of (Won)105,040in 2005 and (Won)99,958 in 2006 (notes 10 and 18)

     194,771     218,016       234.4  

Inventories (note 6)

     115,884     92,982       100.0  

Other current assets (notes 7, 18 and 26)

     413,436     305,758       328.8  
                      

Total current assets

     3,418,917     3,239,188       3,483.0  
                      

Investment securities:

      

Available-for-sale securities (note 8)

     10,412     12,052       13.0  

Equity securities of affiliates (note 9)

     3,131,312     3,461,226       3,721.7  
                      

Total investment securities

     3,141,724     3,473,278       3,734.7  
                      

Property, plant and equipment, at cost (notes 10 and 11)

     35,815,351     36,417,216       39,158.3  

Less accumulated depreciation

     (25,403,828 )   (26,019,132 )     (27,977.6 )
                      

Net property, plant and equipment

     10,411,523     10,398,084       11,180.7  
                      

Other assets (note 12)

     964,345     851,783       915.9  
                      

Total assets

   (Won) 17,936,509     17,962,333     $ 19,314.3  
                      

See accompanying notes to non-consolidated financial statements.


KT CORPORATION

Non-Consolidated Balance Sheets, Continued

December 31, 2005 and 2006

(In millions of Won and U.S. dollars, except share data)

 

Liabilities and Stockholders’ Equity

   2005     2006    

2006

(note 3)

 

Current liabilities:

      

Notes and accounts payable – trade (notes 10 and 18)

   (Won) 735,257     657,392     $ 706.9  

Current portion of long-term debt (notes 14 and 18)

     800,214     709,150       762.5  

Accounts payable – other (note 10)

     737,821     829,328       891.7  

Advance receipts from customers

     70,780     66,174       71.2  

Accrued expenses (note 10)

     294,098     285,151       306.6  

Withholdings

     54,730     65,492       70.4  

Income taxes payable

     109,154     340,065       365.7  

Other current liabilities (notes 10 and 13)

     277,945     317,497       341.4  
                      

Total current liabilities

     3,079,999     3,270,249       3,516.4  

Long-term debt, excluding current portion (notes 14 and 18)

     5,341,211     4,700,228       5,054.0  

Refundable deposits for telephone installation (note 15)

     958,885     907,519       975.8  

Accrual for retirement and severance benefits, net (note 16)

     331,388     336,910       362.2  

Other long-term liabilities (notes 10, 17 and 26)

     175,730     198,347       213.3  
                      

Total liabilities

     9,887,213     9,413,253       10,121.7  
                      

Stockholders’ equity:

      

Common stock of (Won)5,000 par value (note 19) Authorized – 1,000,000,000 shares Issued – 284,849,400 shares in 2005 and 279,627,400 shares in 2006

     1,560,998     1,560,998       1,678.5  

Capital surplus (note 20)

     1,440,258     1,440,910       1,549.4  

Retained earnings:

      

Appropriated (note 21)

     5,811,862     5,781,862       6,217.1  

Unappropriated

     2,986,808     3,572,049       3,840.9  

Capital adjustments:

      

Treasury stock (note 22)

     (3,840,485 )   (3,826,572 )     (4,114.6 )

Unrealized gains on available-for-sale securities, net (note 8)

     —       4,386       4.7  

Unrealized gains on equity securities of affiliates, net (note 9)

     119,658     6,592       7.1  

Stock options (note 30)

     8,628     8,855       9.5  

Loss on retirement of treasury stock (note 21)

     (38,431 )   —         —    
                      

Total stockholders’ equity

     8,049,296     8,549,080       9,192.6  

Commitments and contingencies (note 23)

      
                      
   (Won) 17,936,509     17,962,333     $ 19,314.3  
                      

See accompanying notes to non-consolidated financial statements.


KT CORPORATION

Non-Consolidated Statements of Earnings

For the years ended December 31, 2005 and 2006

(In millions of Won and U.S. dollars, except earnings per share)

 

     2005     2006    

2006

(note 3)

 

Operating revenues (notes 10 and 24)

   (Won) 11,877,272     11,772,070     $ 12,658.1  

Operating expenses (notes 10 and 25)

     10,217,389     10,034,931       10,790.2  
                      

Operating income

     1,659,883     1,737,139       1,867.9  

Other income (expense):

      

Interest income (note 10)

     77,983     75,424       81.1  

Interest expense

     (417,803 )   (330,244 )     (355.1 )

Equity in gains of affiliates, net (note 9)

     52,156     16,675       17.9  

Foreign currency transactions and translation gains, net

     48,656     125,952       135.4  

Loss on disposition of property, plant and equipment, net

     (32,496 )   (47,301 )     (50.9 )

Gain on disposition of available-for-sale securities, net (note 8)

     55,016     55,215       59.4  

Contributions received for losses on universal telecommunications services (notes 10 and 33)

     11,194     57,032       61.3  

Contribution payments for research and development and donations (note 32)

     (120,076 )   (129,082 )     (138.8 )

Prior year’s additional income tax refund (payment), net (note 26)

     (17,261 )   26,453       28.4  

Derivatives transaction and valuation gains (losses), net (note 23)

     1,867     (92,447 )     (99.4 )

Reversal of customer call bonus accrual

     31,882     20,419       22.0  

Other bad debt expense

     (65,463 )   (16,918 )     (18.1 )

Other, net

     73,630     102,595       110.3  
                      
     (300,715 )   (136,227 )     (146.5 )

Earnings before income taxes

     1,359,168     1,600,912       1,721.4  

Income taxes (note 26)

     327,358     367,463       395.1  
                      

Net earnings

   (Won) 1,031,810     1,233,449     $ 1,326.3  
                      

Basic earnings per share of common stock in Won and U.S. dollars (note 27)

   (Won) 4,877     5,877     $ 6.32  
                      

Diluted earnings per share of common stock in Won and U.S. dollars (note 27)

   (Won) 4,871     5,870     $ 6.31  
                      

See accompanying notes to non-consolidated financial statements.


KT CORPORATION

Non-Consolidated Statements of Appropriation of Retained Earnings

For the years ended December 31, 2005 and 2006

Date of Appropriation for 2005: March 10, 2006

Date of Appropriation for 2006: March 16, 2007

(In millions of Won and U.S. dollars)

 

     2005     2006    

2006

(note 3)

 

Unappropriated retained earnings:

      

Balance at beginning of year

   (Won) 2,165,757     2,552,264     $ 2,744.4  

Interim dividends (note 28)

     (210,759 )   —         —    

Retirement of treasury stock (note 22)

     —       (213,664 )     (229.8 )

Net earnings

     1,031,810     1,233,449       1,326.3  
                      

Balance at end of year before appropriation

     2,986,808     3,572,049       3,840.9  

Transfers from reserves (note 21):

      

Reserve for social overhead capital

     30,000     —         —    
                      

Unappropriated retained earnings available for appropriation

     3,016,808     3,572,049       3,840.9  

Appropriation of retained earnings:

      

Loss on retirement of treasury stock (note 21)

     38,431     —         —    

Cash dividends (note 28)

     426,113     416,190       447.5  
                      
     464,544     416,190       447.5  
                      

Unappropriated retained earnings to be carried over to subsequent year

   (Won) 2,552,264     3,155,859     $ 3,393.4  
                      

See accompanying notes to non-consolidated financial statements.


KT CORPORATION

Non-Consolidated Statements of Cash Flows

For the years ended December 31, 2005 and 2006

(In millions of Won and U.S. dollars)

 

     2005     2006    

2006

(note 3)

 

Cash flows from operating activities:

      

Net earnings

   (Won) 1,031,810     1,233,449     $ 1,326.3  

Adjustments to reconcile net earnings to net cash provided by operating activities:

      

Depreciation

     2,166,121     2,060,151       2,215.2  

Amortization

     89,865     121,605       130.8  

Provision for doubtful notes and accounts receivable – trade

     57,733     8,165       8.8  

Provision for doubtful accounts receivable – other

     65,463     16,918       18.2  

Provision for retirement and severance benefits

     225,940     210,184       226.0  

Employee benefits (note 22(c))

     91,673     —         —    

Loss on disposition of property, plant and equipment, net

     32,496     47,301       50.9  

Foreign currency transactions and translation gains, net

     (45,989 )   (105,636 )     (113.6 )

Gain on disposition of available-for-sale securities, net

     (55,016 )   (55,215 )     (59.4 )

Impairment loss on available-for-sale securities

     2,540     —         —    

Equity in gains of affiliates, net

     (52,156 )   (16,675 )     (17.9 )

Deferred income tax expense

     43,919     22,162       23.8  

Derivatives transaction and valuation losses (gains), net

     (1,867 )   92,447       99.4  

Reversal of customer call bonus accrual

     (31,882 )   (20,419 )     (22.0 )

Changes in operating assets and liabilities:

      

Decrease in notes and accounts receivable – trade

     4,215     56,239       60.5  

Decrease (increase) in accounts receivable – other

     39,797     (43,151 )     (46.4 )

Decrease (increase) in inventories

     (8,034 )   43,218       46.5  

Decrease in other current assets

     4,236     42,108       45.3  

Increase (decrease) in notes and accounts payable – trade

     57,718     (71,787 )     (77.2 )

Increase in accounts payable – other

     127,877     80,033       86.0  

Increase (decrease) in withholdings

     (8,532 )   10,762       11.5  

Decrease in advance receipts from customers

     (27,226 )   (4,606 )     (5.0 )

Increase (decrease) in accrued expenses

     161,357     (8,947 )     (9.6 )

Increase (decrease) in income taxes payable

     (141,112 )   230,911       248.3  

Payment of retirement and severance benefits

     (20,928 )   (58,150 )     (62.5 )

Increase in severance benefits insurance deposit, net

     (137,155 )   (146,512 )     (157.5 )

Other, net

     (47,164 )   7,239       7.8  
                      

Net cash provided by operating activities

     3,625,699     3,751,794       4,034.2  
                      

See accompanying notes to non-consolidated financial statements.


KT CORPORATION

Non-Consolidated Statement of Cash Flows, Continued

For the years ended December 31, 2005 and 2006

(In millions of Won and U.S. dollars)

 

     2005     2006    

2006

(note 3)

 

Cash flows from investing activities:

      

Purchases of property, plant and equipment

   (Won) (2,025,230 )   (2,173,990 )   $ (2,337.6 )

Proceeds from sale of property, plant and equipment

     17,411     31,315       33.7  

Purchases of intangible assets

     (235,627 )   (150,740 )     (162.0 )

Decrease in other assets

     190,436     198,688       213.6  

Decrease in short-term financial instruments, net

     790,342     15,968       17.2  

Purchases of available-for-sale securities

     (215,789 )   (1,576 )     (1.7 )

Purchases of equity securities of affiliates

     (41,983 )   (489,722 )     (526.6 )

Proceeds from sale of equity securities of affiliates

     —       11,134       12.0  

Proceeds from sale or redemption of available-for-sale securities

     876,477     61,792       66.4  

Proceeds from dividends of equity securities of affiliates

     51,549     57,226       61.5  
                      

Net cash used in investing activities

     (592,414 )   (2,439,905 )     (2,623.5 )
                      

Cash flows from financing activities:

      

Repayment of long-term debt

     (4,094,260 )   (800,480 )     (860.7 )

Proceeds from issuance of long-term debt

     1,268,362     187,245       201.3  

Decrease in refundable deposits for telephone installation

     (128,392 )   (51,366 )     (55.2 )

Acquisition of treasury stock

     —       (213,664 )     (229.7 )

Payment of dividends

     (632,277 )   (426,113 )     (458.2 )

Other, net

     (7,205 )   (14,526 )     (15.7 )
                      

Net cash used in financing activities

     (3,593,772 )   (1,318,904 )     (1,418.2 )
                      

Net decrease in cash and cash equivalents

     (560,487 )   (7,015 )     (7.5 )

Cash and cash equivalents at beginning of year

     1,604,267     1,043,780       1,122.3  
                      

Cash and cash equivalents at end of year

   (Won) 1,043,780     1,036,765     $ 1,114.8  
                      

See accompanying notes to non-consolidated financial statements.

 

1


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(1) Organization and Description of the Business

KT Corporation (“KT” or the “Company”) commenced operations on January 1, 1982 through the segregation of specified operations from the Korean Ministry of Information and Communication (the “MIC”) for the purpose of contributing to the convenience in national life and improvement of public welfare through rational management of the public telecommunications business and improvement of telecommunications technology under the Korea Telecom Act.

Upon the repeal of the Korea Telecom Act as of October 1, 1997, KT became a government invested institution regulated by the Korean Commercial Code and changed its name from Korea Telecom to Korea Telecom Corp. pursuant to an amendment to its Articles of Incorporation. Shares of KT were listed on the Korea Stock Exchange on December 23, 1998. KT issued 24,282,195 additional shares on May 29, 1999 and issued American Depository Shares (“ADS”) representing these new shares and government owned shares. On July 2, 2001, additional ADS representing 55,502,161 government-owned shares were issued.

The Korean government gradually reduced its ownership interest in the Company since 1993 and completed the disposition of all of its equity interest in the Company on May 24, 2002. On March 22, 2002, the Company changed its name from Korea Telecom Corp. to KT Corporation.

Under Korean law, the MIC and other government entities have extensive authority to regulate KT. The MIC has responsibility for approving rates for local service and interconnection and broadband internet access services provided by KT. Beginning in January 1998, KT has responsibility for setting rates for domestic long-distance service, international long-distance service and other services without approval from the MIC.

In recent years, KT has been subject to increasing competition as a result of the government’s issuance of additional licenses to create competition in the telecommunications market and to foster new telecommunications business areas. Additionally, in June 1997, the MIC awarded a license to a second carrier to provide local telephone service. This new carrier commenced operations in 1999. A third carrier commenced international long-distance service in 1997 and domestic long-distance service in 1999. The entry of these new carriers into the local and long-distance telephone service markets has had, and is expected to continue to have, a negative impact on KT’s telephone service revenues and profitability.

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements

 

  (a) Basis of Presenting Financial Statements

The accompanying non-consolidated financial statements have been extracted from KT’s Korean language financial statements that were prepared in accordance with accounting principles, procedures and reporting practices generally accepted in the Republic of Korea (“Korean GAAP”). The non-consolidated financial statements have been translated from those issued in the Korean language into the English language, and have been modified to allow for the formatting of the financial statements in a manner which is different from the presentation under Korean non-consolidated financial statements practices. In addition, certain modifications have been made in the accompanying non-consolidated financial statements to bring the presentation into conformity with practices outside of the Republic of Korea, and certain information included in the Korean language statutory non-consolidated financial statements, which management believes is not required for a fair presentation of KT’s financial position or results of operations, is not presented in the accompanying non-consolidated financial statements. Accordingly, the accompanying non-consolidated financial statements are intended solely for use by only those who are informed about Korean accounting principles, procedures and practices and furthermore are not intended to present the financial position and results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries and jurisdictions other than the Republic of Korea.

 

2


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (a) Basis of Presenting Financial Statements, continued

The accompanying non-consolidated financial statements include only the accounts of KT, and do not consolidate the accounts of any of KT’s consolidated subsidiaries (see note 9). Instead, these entities are accounted for under the equity method of accounting.

Effective January 1, 2006, the Company adopted Statements of Korea Accounting Standards (“SKAS”) No. 19 “Lease”, No. 20 “Related Party Disclosures”. The adoption of these standards did not have a significant impact on the accompanying non-consolidated financial statements. In addition, the Company adopted the Application of Korea Accounting Standard (“AKAS”) 06-2 “Deferred Tax Accounting for Investments in Subsidiaries, Affiliated Companies Accounted for Using the Equity Method, and Interest in Joint Ventures.” With the adoption of AKAS 06-2, certain accounts of prior year’s non-consolidated financial statements have been restated as required by this standard.

 

  (b) Cash Equivalents

The Company considers short-term financial instruments with maturities of three months or less at the acquisition date to be cash equivalents.

 

  (c) Financial Instruments

Short-term financial instruments are financial instruments handled by financial institutions which are held for short-term cash management purposes, maturing within one year. Such investments include time deposits and certificates of deposits.

 

  (d) Allowance for Doubtful Accounts

Notes and trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing notes and accounts receivable. The Company determines the allowance for doubtful notes and accounts receivable based on an analysis of portfolio quality and historical write-off experience. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

 

  (e) Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined by the moving-average cost method. Net realizable value is the estimated selling price in the ordinary course of business, less the estimated selling cost. The Company includes inventory valuation losses in its cost of goods sold (“a component of operating expenses”). The Company recognized inventory valuation losses of (Won)26,833 million and (Won)18,936 million, included in cost of goods sold for the years ended December 31, 2005 and 2006, respectively.

 

  (f) Investments in Securities

Upon acquisition, the Company classifies certain debt and equity securities, excluding investment securities under the equity method of accounting, into one of the three categories: held-to-maturity, available-for-sale, or trading securities and such determination is reassessed at each balance sheet date. Investments in debt securities that the Company has the positive intention and ability to hold to maturity are classified as held-to-maturity. Securities that are bought and held principally for the purpose of selling them in the near term (thus held for only a short period of time) are classified as trading securities. Trading generally reflects active and frequent buying and selling, and trading securities are generally used to generate profit on short-term differences in price. Investments, excluding investment securities under the equity method of accounting, not classified as either held-to-maturity or trading securities are classified as available-for-sale securities.

 

3


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (f) Investments in Securities, Continued

Trading securities are carried at fair value, with unrealized gains and losses included in earnings. Available-for-sale securities are carried at fair value when it is available, with unrealized gains and losses reported as a capital adjustment, net of tax. When the fair value is not readily determinable, they are carried at cost. Realized gains and losses are determined using the specific identification method based on the trade date of a transaction. Investments in debt securities that are classified into held-to-maturity are reported at amortized cost at the balance sheet date and such amortization is included in interest income.

Marketable securities are valued at the quoted market prices as of the period end. Non-marketable debt securities are recorded at the fair values derived from the discounted cash flows by using an interest rate deemed to approximate the market interest rate. The market interest rate is determined by the issuers’ credit rate announced by the accredited credit rating agencies in the Republic of Korea.

Trading securities are classified as current assets, whereas available-for-sale securities and held-to-maturity securities are classified as long-term investments. However, available-for-sale securities whose maturity dates are due within one year from the balance sheet date or whose likelihood of being disposed of within one year from the balance sheet date is probable, are classified as current assets. Likewise, held-to-maturity securities whose maturity dates are due within one year from the balance sheet date are classified as current assets.

A decline in market value of any available-for-sale or held-to-maturity security below cost that is deemed to be other-than-temporary results in a reduction in carrying amount to fair value and the impairment loss is charged to current results of operations.

 

  (g) Investment Securities under the Equity Method of Accounting

For investments in companies, whether or not publicly held, under the Company’s significant influence, the Company utilizes the equity method of accounting. Significant influence is generally deemed to exist if the Company can exercise influence over the operating and financial policies of an investee. The ability to exercise that influence may be indicated in several ways, such as the Company’s representation on its board of directors, the Company’s participation in its policy making processes, material transactions with the investee, interchange of managerial personnel, or technological dependency. Also, if the Company owns directly or indirectly 20% or more of the voting stock of an investee, the Company generally presumes that the investee is under significant influence.

Under the equity method of accounting, the Company’s initial investment is recorded at cost and is subsequently increased to reflect the Company’s share of the net assets of investee. The Company’s share of the profit or loss of the investee is recognized in the Company’s profit or loss and other changes in the investee’s equity are recognized directly in the corresponding equity account of the Company. If the Company holds other investments such as preferred stock or loans issued by the investee, the Company’s share of loss of the investee continues to be recorded until such other investments are reduced to zero.

Any excess in the Company’s acquisition cost over the Company’s share of the investee’s identifiable net assets is considered as goodwill or other intangibles and amortized by the straight-line method over the estimated useful life. The amortization of investor-level goodwill or other intangibles is recorded against the equity income (loss) of affiliates. When events or circumstances indicate that carrying amount may not be recoverable, the Company reviews investor-level goodwill or other intangibles for impairment.

 

4


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (g) Investment Securities under the Equity Method of Accounting, Continued

Some investee companies depreciate their machinery and equipment by the straight-line method in accordance with Korean GAAP considering the attributes and nature of the underlying assets. Accordingly, the Company does not conform the depreciation method of those investees to the declining-balance method used by the Company.

Assets and liabilities of foreign-based companies accounted for using the equity method are translated at the current rate of exchange at the balance sheet date while profit and loss items in the statement of earnings are translated at the average rate and capital account at the historical rate. The translation gains and losses arising from collective translation of the foreign currency financial statements of foreign-based companies are offset and the balance is accumulated as capital adjustment.

Under the equity method of accounting, unrealized gains and losses on transactions with an investee are eliminated to the extent of the investor’s interest in the investee. However, unrealized gains and losses from a down-stream transaction with a subsidiary are eliminated entirely.

Investments in affiliated companies are reduced when dividends are declared by shareholders’ meeting of the respective affiliated companies.

 

  (h) Property, Plant and Equipment

Property, plant and equipment are stated at cost. Improvements that significantly extend the life of an asset or add to its productive capacity are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. Property, plant and equipment contributed by the government on January 1, 1982 are stated at net revalued amounts.

Depreciation is computed by the declining-balance method (except for buildings, structures, underground access to cable tunnels, and concrete and steel telephone poles that are depreciated using the straight-line method) based on the following estimated useful lives of the related units of property:

 

     Estimated useful lives (years)

Buildings and structures

   5-60

Machinery and equipment:

  

Underground access to cable tunnels, and concrete and steel telephone poles

   20-40

Other

   3-15

Vehicles

   6

Tools, furniture and fixtures:

  

Steel safe boxes

   20

Tools, computer equipment and furniture and fixtures

   4-8

The Company recognizes interest costs and other financial charges on borrowings associated with the production, acquisition, or construction of property, plant and equipment as an expense in the period in which they are incurred.

The Company tests for the impairment of property, plant and equipment, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future net cash flows expected to result from the use of the asset and its eventual disposal are less than its carrying amount. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

5


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (i) Contributions Received for Capital Expenditures

Contributions received from governmental and related entities for capital expenditures are reflected as a reduction from the acquisition cost of the acquired assets and, accordingly, reduce depreciation expense related to the acquired assets over their useful lives. Contributions received, which have yet to be disbursed for capital expenditures, are presented as a deduction of received assets.

 

  (j) Intangible Assets

Intangible assets are stated at cost less accumulated amortization, as described below:

 

  (i) Research and Development Costs

The Company charges research and development costs to expense as incurred. However, the costs which are recoverable from future earnings are deferred and amortized over their estimated useful lives. In addition, internal software development costs, after technological feasibility has been established, such as those associated with Broadband Integrated Services Digital Network (B-ISDN), New Operations Support System (NeOSS) and Enterprise Resource Planning (ERP), are accounted for as intangible assets and amortized by the straight-line method over their estimated economic useful lives from 3 to 6 years.

The Company expensed research and development costs of W257,449 million and W209,120 million for the years ended December 31, 2005 and 2006, respectively. In addition, the Company capitalized development costs of W73,953 million and W100,612 million for the years ended December 31, 2005 and 2006, respectively.

 

  (ii) Frequency Usage Rights

The Company acquired Wireless Broadband (“WiBro”) portable internet frequency usage rights and a license to operate the WiBro business in the Republic of Korea from the MIC during 2005. The rights have a contractual life of 7 years from the grant date and are amortized for the remaining contractual life commencing on June 30, 2006 when commercial service was initiated.

 

  (iii) Other Intangible Assets

Other intangible assets, which consist of industrial property rights, exclusive rights and software, are stated at cost less accumulated amortization and impairment losses. Amortization is computed by the straight-line method over periods which range from 5 to 50 years. The Company has monopolistic and exclusive rights to control buildings and facilities utilization and copyrights by contract or related laws. Accordingly, the Company amortizes those intangible assets over the period of 30 or 50 years based on contract or related laws.

The Company tests for impairment of intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

 

  (k) Valuation of Receivables at Present Value

Receivables arising from extended payment terms which generally involve sales of personal communication service (PCS) handsets, are stated at present value, and the difference between the nominal value and present value is deducted directly from the nominal value of related receivables and is amortized using the effective interest method over the payment period. The amount amortized is included in interest income.

 

6


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (l) Convertible Notes

Effective January 1, 2003, the Company adopted Statement of Korea Accounting Standards No. 9, “Convertible Securities”, related to convertible bonds and bonds with warrants which requires the separate recognition of the convertible features and warrant rights. However, as allowed by the transition clause of the statement, the Company continues to record convertible notes and bonds with warrants issued prior to the effective date as a single accounting unit.

 

  (m) Retirement and Severance Benefits

Employees who have been with the Company for more than one year are entitled to lump sum payments based on current salary rates and length of service when they leave the Company. The Company’s estimated liability under the plan which would be payable if all employees left on the balance sheet date is accrued in the accompanying non-consolidated balance sheets. A portion of the liability is covered by an employees’ severance pay insurance where the employees have a vested interest in the deposit with the insurance company. The deposit for severance benefit insurance is, therefore, reflected in the accompanying non-consolidated balance sheets as a deduction from the accrual for retirement and severance benefits.

 

  (n) Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized when all of the following are met: (1) an entity has a present obligation as a result of a past event, (2) it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and (3) a reliable estimate can be made of the amount of the obligation. In cases where an obligation is settled, the Company recognizes the amount reimbursable from a third party as a separate asset when it is virtually certain that the reimbursement will be received. In such case, income, if any, recognized on receipt of the reimbursement is presented net of the charges made in connection of the provision.

The Company records an accrual for the marketing costs associated with providing gifts under the customer call bonus program when call bonus points are earned. The accrual is recorded in other long-term liabilities on the accompanying non-consolidated balance sheets. The accrual is adjusted periodically based on points earned, points redeemed and changes in estimated costs.

 

  (o) Revenue Recognition

The Company derives revenue principally from telephone services, PCS services, Internet services, and data communication services. Revenues derived from telephone services are recognized on a service-rendered basis. Interconnection fees from domestic and foreign telecommunications operators are recognized when the services are rendered as measured by the minutes of traffic processed.

PCS service revenues consist of PCS handset sales, non-refundable initial subscription fees, fixed monthly access fees and usage charges. The Company recognizes sales on PCS handsets when these are delivered to the dealers, fixed monthly access fees in the period earned, and usage charges at the time services are rendered.

Internet service revenues and data communication service revenue are recognized as revenue in the period earned.

Non-refundable service initiation fees for telephone services, Internet services, PCS services and data communication services are recognized as revenue upon commencement of the service.

 

7


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (p) Foreign Currency Translation

Monetary assets and liabilities denominated in foreign currencies are translated into Korean won at the balance sheet date. Unrealized foreign currency translation gains and losses on monetary assets and liabilities are included in current results of operations. As of December 31, 2005 and 2006, monetary assets and liabilities denominated in foreign currencies are translated into Korean won at (Won)1,013.0 to US$1 and (Won)929.6 to US$1, that are permitted by the Korean Financial Accounting Standards. Non-monetary assets and liabilities denominated in foreign currencies, which are stated at historical cost, are translated into Korean won at the foreign exchange rate at the date of the transaction.

The Company accounts for foreign exchange translation gains and losses on all borrowings as an expense in the period in which they are incurred.

 

  (q) Derivatives

Derivative instruments, regardless of whether they are entered into for trading or hedging purposes, are valued at fair value. Derivative contracts not meeting the requirements for hedge accounting treatment are classified as trading contracts with the changes in fair value included in current operations. For the years ended December 31, 2005 and 2006, all derivative instruments were recorded as trading contracts.

 

  (r) Leases

Prior to January 1, 2006, the Company accounted for and classified its lease transactions as either an operating or capital lease, depending on the terms of the lease under Korean Lease Accounting Standards. When a lease was substantially noncancellable and met one or more of the criteria listed below, the present value of future minimum lease payments was reflected as an obligation under a capital lease.

 

   

Ownership of the leased property shall be transferred to the lessee at the end of the lease term without additional payment or for a contract price.

 

   

The leasee has a bargain purchase option.

 

   

The lease term is equal to 75% or more of the estimated economic useful life of the leased property.

 

   

The present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90% of the fair value of the leased property.

Otherwise, the lease was classified as an operating lease and lease payments expensed as incurred on a straight-line basis over the lease term.

Effective January 1, 2006, the Company adopted SKAS No. 19, “Leases”. Under this standard, the above capital lease criteria have been amended. Specifically, the premise of substantially noncancellable lease has been removed and the criterion of a bargain purchase option has been modified to include also a reasonable certainty, at the inception of the lease, that the option will be exercised. In addition, if the leased property is specialized to the extent that only the lessee can use it without any major modification, it would be considered a capital lease.

However, as allowed by the transition clause of the statement, the Company continues to account for and classifies its lease transactions as an operating or capital lease, depending on terms of the lease under Korean Lease Accounting Standards commenced prior to the effective date of SKAS No. 19.

 

8


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (s) Income Taxes

Income tax expense or benefit on earnings includes both current and deferred taxes. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted at the balance sheet date. Deferred tax is provided using the asset and liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period of the expected enactment date.

A deferred tax asset is recognized only to the extent that it is probable that such deferred tax asset is recoverable in a future period. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized. However, with the early adoption of Application of Korea Accounting Standard (“AKAS”) 06-2 “Deferred Tax Accounting for Investments in Subsidiaries, Affiliated Companies Accounted for Using the Equity Method, and Interest in Joint Ventures,” evaluation of tax benefit, if any, for subsidiaries and affiliates is based on the net deferred tax asset or liability of all temporary differences arising from the same affiliate rather than on an individual basis.

Deferred taxes are recognized on the temporary differences related to unrealized gains and losses on investment securities that are reported as a separate component of stockholders’ equity.

Deferred tax assets and liabilities are classified as current or non-current based on the classification of the related asset or liability for financial reporting or the expected reversal date of the temporary difference. The deferred tax amounts are presented as a net current asset or liability and a net non-current asset or liability, as appropriate.

 

  (t) Dividends Payable

Annual dividends are recorded when resolved by the board of directors and approved by the shareholders. However, interim dividends are recorded when approved the board of directors based on the authority granted by the Company’s articles of incorporation.

 

  (u) Stock Options

The stock option program allows the Company’s directors and officers to acquire shares of the Company for a specified price at specified times. The option exercise price is generally fixed at above the market price of the underlying shares at the grant date. The Company values stock options based upon an option-pricing model (Black-Scholes model) under the fair value method and recognizes this value as an expense over the period in which the options vest.

When stock options are exercised, equity is increased by the amount of the proceeds received, and the value of options exercised and credited to capital adjustment account. When stock options are forfeited because the specified vesting requirements are not satisfied, previously recognized compensation costs and corresponding capital adjustment accounts are reversed to earnings. When stock options expire unexercised, previously recognized compensation costs and corresponding capital adjustment accounts are reversed to capital surplus.

 

  (v) Earnings Per Share

Basic earnings per common share are calculated by dividing net earnings available to common stock holders by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share are calculated by dividing net earnings available to common stock holders plus interest expenses, net of tax, of the convertible notes available to common stock holders by the weighted-average number of shares of common stock outstanding adjusted to include the potentially dilutive effect of the convertible notes, unless the effect would be antidilutive.

 

9


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(2) Summary of Significant Accounting Policies and Basis of Presenting Financial Statements, Continued

 

  (w) Use of Estimates

The preparation of non-consolidated financial statements in accordance with accounting principles generally accepted in the Republic of Korea requires management to make estimates and assumptions that affect the amounts reported in the non-consolidated financial statements and related notes. Actual results could differ from those estimates.

 

(3) Basis of Translating Financial Statements

The non-consolidated financial statements are expressed in Korean Won and, solely for the convenience of the reader, the financial statements as of and for the year ended December 31, 2006, have been translated into United States dollars at the rate of W930.0 to US$1, the noon buying rate in the City of New York for cable transfers in Won as certified for customs purposes by the Federal Reserve Bank of New York at December 29, 2006, the last day in 2006 for which such rate is available. The translation should not be construed as a representation that any or all of the amounts shown could be converted into U.S. dollars at this or any other rate.

 

(4) Cash and Cash Equivalents

Cash and cash equivalents as of December 31, 2005 and 2006 are summarized as follows:

 

     Millions
     2005    2006

Cash

   (Won) —      1,424

Passbook accounts

     873    1,471

Cash in transit

     406,790    340,836

Money market deposit accounts

     196,100    207,900

Money market fund

     351,582    31,362

Cash management accounts

     30,500    50,000

Foreign currency deposits

     57,935    18,265

RPs(Repurchase agreements)(*)

     —      50,086

Money trust accounts (*)

     —      335,421
           
   (Won) 1,043,780    1,036,765
           

(*) RPs and Money trust accounts are required to be classified in accordance with their underlying investment portfolio. All investments held by these accounts matures in less than three months as of December 31, 2006.

 

(5) Restricted Deposits

There are certain amounts included in short-term financial instruments which are restricted in use for expenditures for certain business purposes as of December 31, 2005 and 2006 as follows:

 

     Millions
     2005    2006

Short-term financial instruments

   (Won) 6,531    563
           

 

10


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(6) Inventories

Inventories as of December 31, 2005 and 2006 are summarized as follows:

 

     Millions  
     2005     2006  

Construction and repair materials

   (Won) 25,445     30,389  

Merchandise(*)

     118,203     87,554  

Less : Valuation allowance

     (27,764 )   (24,961 )
              
   (Won) 115,884     92,982  
              

(*) Merchandise mainly consists of PCS handsets, PDA devices and fixed-line handsets.

 

(7) Other Current Assets

Other current assets as of December 31, 2005 and 2006 are summarized as follows:

 

     Millions
     2005    2006

Current portion of long-term loans to employees

   (Won) 111,962    110,224

Prepaid expenses

     14,000    18,922

Prepayments

     51,210    8,547

Accrued interest income

     6,881    3,356

Refundable deposits

     3,097    2,193

Short-term loans, net

     3,780    —  

Deferred tax assets, net (note 26)

     209,340    153,162

Fair value of derivative contracts (note 23(c))

     13,164    9,290

Other

     2    64
           
   (Won) 413,436    305,758
           

 

(8) Available-for-sale Securities

Investment in securities as of December 31, 2005 and 2006 are summarized as follows:

 

  (a) Equity securities

 

    

Percentage of

ownership (%)

   Millions
     2005    2006    2005    2006

Investment assets:

           

K-3-I Co., Ltd.

   12.5    12.5    300    300

Korea Information Certificate Authority, Inc.

   9.4    9.4    2,000    2,000

Real Telecom Corporation

   6.5    —      —      —  

Korea Multinet Inc.

   6.6    —      —      —  

Polytech Adventure Town, Inc.

   6.7    6.7    200    200

Mirae Asset Securities Co., Ltd.

   4.4    —      5,000    —  

ICO Global Communications Ltd.

   0.1    0.1    —      —  

Daegu Football Club

   1.8    1.8    300    300

Kookmin Credit Information Inc.

   13.0    9.3    —      —  

Onse Telecom

   2.2    —      1,576    —  

Solitech Co., Ltd.

   —      4.8    —      6,640

Samjin Information & Communications Co., Ltd.

   —      0.1    —      15

Korea Software Financial Cooperative

   1.4    1.4    1,000    1,000

Russia-Japan-Korea Cable System

   10.0    10.0    —      —  

 

11


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(8) Available-for-sale securities, Continued

 

  (a) Equity securities, Continued

 

    

Percentage

of
ownership (%)

   Millions
     2005    2006    2005    2006

Information and Communication Financial Cooperative

   0.1    0.1      16    16

Korea Electric Engineers Association

   0.2    0.2      20    20

Binext CT Financial Coperative

   —      15.0      —      1,500

Korea Specialty Contractor Financial Cooperative Fund

   —      —        —      61
                 
         (Won) 10,412    12,052
                 

Investments in equity securities above, except those of Solitech Co., Ltd., do not have readily determinable fair values and therefore are stated at cost.

In 2006, the Company disposed of shares in Korea Multinet Inc., Mirae Asset Securities Co., Ltd., Real Telecom Corporation and Onse Telecom recognized a gain on disposition of available-for-sale securities amounting to (Won)55,215 million for the year ended December 31, 2006.

(b) Debt securities

 

     Maturity    Millions
      2005    2006

Current assets:

        

Government and municipal bonds

   2006    1    —  
            

 

  (c) Changes in unrealized gains (losses)

Changes in unrealized gains (losses) on available-for-sale securities for the years ended December 31, 2005 and 2006 are summarized as follows:

 

     Millions  
     2005     2006  

Beginning balance

   (Won) 3,053     —    

Realized gains on disposition of securities

     (3,053 )   —    

Changes in unrealized gains and losses, net

     —       6,050  
              

Net balance at end of period

     —       6,050  

Deferred income tax effect

     —       (1,664 )
              

Net balance at end of period, net of tax

   (Won) —       4,386  
              

 

12


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(9) Equity Securities of Affiliates

Investments in affiliated companies accounted for using the equity method as of December 31, 2005 and 2006, are summarized as follows:

 

    

Percentage of

ownership (%)

   Million
        2005    2006
     2005    2006    Net asset     Book value    Net asset     Book value

Listed:

               

KT Freetel Co., Ltd. (“KTF”)

   44.6    52.2    (Won) 1,865,286     2,556,725    2,249,264     2,765,135

KT Hitel Co., Ltd. (“KTH”)

   65.9    65.9      105,169     106,134    106,809     107,453

KT Submarine Co., Ltd. (“KTSC”)

   36.9    36.9      21,643     21,561    18,686     18,686

Olive Nine Co., Ltd (*)

   —      19.7      —       —      4,245     22,000

Unlisted:

               

KT Powertel Co., Ltd. (“KTP”)

   44.9    44.9      36,065     36,065    27,653     27,653

KT Networks Corporation (“KTN”)

   100.0    100.0      46,521     46,452    50,858     50,840

KT Rental Co., Ltd. (“KTR”)

   100.0    100.0      44,430     44,430    40,623     40,535

KT Linkus Co., Ltd. (“KTL”)

   93.8    93.8      30,002     29,278    7,323     6,875

KT Commerce, Inc. (“KTC”)(**)

   19.0    19.0      321     243    929     862

Korea Telecom America, Inc. (“KTAI”)

   100.0    100.0      2,941     2,941    2,806     2,806

KT China Co., Ltd. (“KTCC”)

   100.0    100.0      827     827    813     813

New Telephone Company (“NTC”)

   72.5    80.0      74,528     73,870    93,581     93,581

Korea Telephone Directory Co., Ltd. (“KTD”)

   34.0    34.0      6,410     6,410    7,867     7,867

Pivotec Co., Ltd. (*)

   15.6    15.6      3,321     3,165    6,299     6,299

Korea IT Venture Partners Inc.

   28.0    28.0      8,891     8,891    9,204     9,204

eNtoB Corp.(**)

   15.6    15.6      3,150     3,150    3,363     3,363

KBSi Co., Ltd.

   32.4    32.4      2,638     2,638    2,810     2,810

Goodmorning F Co., Ltd.(*)

   19.0    19.0      508     508    826     826

KT Realty Development and Management Co., Ltd. (“KTRDM”) (*)

   19.0    19.0      1,978     1,978    2,375     2,375

Korea Information Data Corp. (“KID”) (*)

   19.0    19.0      10,706     10,706    12,230     12,230

Korea Information Service Corp. (“KIS”) (*)

   19.0    19.0      6,803     6,803    8,382     8,382

Mongolian Telecommunications Co., Ltd. (“MTC”)

   40.0    40.0      8,586     8,586    9,321     9,321

KT Internal Venture Fund No. 2

   94.3    94.3      5,164     5,164    5,144     5,144

Korea Telecom Venture Fund No. 1

   70.0    70.0      14,105     14,105    12,862     12,862

Korea Information Technology Fund (“KITF”)

   23.3    23.3      72,002     72,002    71,128     71,128

Sky Life Contents Fund

   22.5    22.5      4,915     4,915    5,050     5,050

Sidus FNH Corporation

   35.7    35.7      6,039     19,599    6,101     16,949

Korea Digital Satellite Broadcasting Co., Ltd. (“KDB”)

   24.5    24.5      (16,382 )   28,169    (16,958 )   16,455

Mostech Co., Ltd. (*)

   —      17.9      —       —      715     4,186

Telecop Service Co., Ltd. (“TSC”)

   —      93.8      —       —      24,810     24,810

Sidus FNH Benex Cinema Investment Fund (**)

   —      13.3      —       —      4,013     4,013

KT Capital Co., Ltd.

   —      100.0      —       —      99,573     99,573

Korea Seoul Contact all Co., Ltd. (*)

   —      19.0      —       —      228     228

Korea Service and Communication Co.,Ltd. (*)

   —      19.0      —       —      228     228

Korea Call Center Co., Ltd. (*)

   —      19.0      —       —      228     228

TMworld Co.,Ltd. (*)

   —      19.0      —       —      228     228

Ubiquitous Marketing Service and

               

Communication Co., Ltd. (“UMS&C”) (*)

   —      19.0      —       —      228     228

Korea Telecom Philippines, Inc. (“KTPI”)

   100.0    100.0      (83,044 )   —      (81,027 )   —  

Korea Telecom Japan Co., Ltd. (“KTJ”)

   100.0    100.0      (533 )   —      (76 )   —  

KT Internal Venture Fund No. 1

   89.3    —        15,012     15,012    —       —  

KT Instrument & Communication Corp. (“KTIC”)

   19.0    —        413     413    —       —  

Bank Town Co., Ltd.

   19.0    —        572     572    —       —  
                             
         (Won) 2,298,987     3,131,312    2,798,742     3,461,226
                             

 

13


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(9) Equity Securities of Affiliates, Continued

 

(*) The Company has significant influence over these affiliated companies. As a result, the Company accounts for these investments in affiliated companies under the equity method.
(**) The ownership percentages including subsidiaries’ ownership in these affiliated companies are over 20%. As a result, the Company accounts for these investments in affiliated companies under the equity method.

In July 2005, Goodmorning F Co., Ltd. was split into KT Reality Development and Management Co., Ltd. and Goodmorning F Co., Ltd. According to the resolution of its board of directors and stockholders’ meeting, Goodmorning F Co., Ltd. continues as an operating entity and KT Realty Development and Management Co., Ltd. was established as a new company.

On October 17, 2005, KTN was split into KTN and KTR. According to the resolution of its board of directors and stockholders’ meeting, KTN continues as an operating entity and KTR was established as a new company. In addition, KT invested an additional (Won)15,000 million in KTR during 2005.

In November, 2005, KT acquired a 15.7% in equity ownership interest of Sidus FNH Corporation amounting to (Won)5,000 million. On December 9, 2005, KT invested an additional (Won)14,599 million in Sidus FNH Corporation. As a result, KT’s equity ownership interest in Sidus FNH Corporation increased to 35.7%.

During 2004, the Company’s investment in KDB was reduced to nil due to KDB’s operating losses and the Company impairing investor-level goodwill of (Won)37,030 million. As a result, as of December 31, 2004, the Company discontinued the use of the equity method of accounting for KDB since the Company did not provide any guarantees or have any commitments to provide additional financial support to KDB. However, in December 2005, KDB issued new shares in the amount of the (Won)46,000 million which were acquired by JP Morgan Whitefriars Inc. (including the rights to dividends and voting rights of the KDB shares). Related to this share issuance by KDB, the Company and JP Morgan Chase Bank entered into a ‘Put and Call Combination’ contract based on the related shares of KDB amounting to (Won)46,000 million plus a cash premium of (Won)7,383 million. Under this contract, KT has the option to acquire the KDB shares of JP Morgan Whitefriars Inc. during the period from December 29, 2007 to December 29, 2008. Otherwise, JP Morgan Chase Bank has the option to exercise the put-option to KT on December 29, 2008. The exercise price under the contract for both KT and JP Morgan Chase Bank is (Won)46,000 million. The Company recorded the right and obligation of the option (including the premium) amounting to (Won)53,383 million as equity investment in KDB and a long-term payable under the put and call agreement of (Won)46,000 million as of December 31, 2005. In addition, as of December 31, 2005, the Company has resumed the equity method of accounting for its investment in KDB and considers its equity ownership percentage with the right and obligation of the contract when applying the equity method of accounting. As a result of resuming the equity method of accounting for KDB during 2005, the Company recognized equity in losses of(Won) 25,214 million and(Won) 11,803 million relating to its investment in KDB for the years ended December 31, 2005 and 2006, respectively.

In December 2005, KTF entered into a strategic alliance with NTT DoCoMo Inc. (“DoCoMo”). DoCoMo is a mobile communications company based in Japan. As part of this strategic alliance, DoCoMo acquired a 10% equity interest in KTF through KTF issuing new shares in the amount of (Won)494,311 million plus DoCoMo purchasing KTF treasury shares of (Won)69,455 million. As a result, the Company’s equity ownership interest in KTF decreased from 48.7% as of December 31, 2004 to 44.6% as of December 31, 2005. Based on the issuance of KTF’s shares to DoCoMo, the Company recognized an unrealized gain of (Won)95,650 million for the year ended December 31, 2005, which is recorded within capital adjustments.

During 2006, KT purchased 12,489,850 shares of KTF amounting to (Won)356,700 million. As a result, KT’s equity ownership interest in KTF increased to 50.8%. In December 2006, due to retirement of treasury stock of KTF, KT’s equity ownership interest in KTF increased to 52.2% as of December 31, 2006.

 

14


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(9) Equity Securities of Affiliates, Continued

In 2006, KT purchased 8,750,000 shares of Olive Nine Co., Ltd. amounting to (Won)22,000 million and 40 shares of Sidus FNH Benex Cinema Investment Fund amounting to (Won)4,000 million. As a result, KT obtained 19.7% and 13.3% of ownership interest in Olive Nine Co., Ltd and in Sidus FNH Benex Cinema Investment Fund, respectively.

In 2006, KT established five Call Center Corporations (Korea Seoul Contact all Co., Ltd., Korea Service and Communication Co., Ltd., Korea Call Center Co., Ltd., TMworld Co., Ltd., Ubiquitous Marketing Service and Communication Co., Ltd.) and KT purchased 45,600 shares of each Call Center amounting to (Won)228 million, respectively. As a result, KT obtained 19% of ownership interest in each of Call Center Corporations.

In 2006, KT purchased 200,000 shares of Mostech Co., Ltd. amounting to (Won)5,000 million. As a result, KT obtained 18.6% of ownership interest in Mostech Co., Ltd. In December 2006, Mostech Co., Ltd. issued new shares which were not acquired by KT. As a result, KT’s equity ownership interest in Mostech Co., Ltd. decreased to 17.9% and KT recognized a gain on disposition of securities of affiliates amounting to (Won)158 million.

On November 14, 2006, KT Linkus Co., Ltd. was split into Telecop Service Co., Ltd. and KT Linkus Co., Ltd. continues as an operating entity and Telecop Service Co., Ltd. was established as a new company.

On December 1, 2006, KT Rental Co., Ltd was split into KT Capital Co., Ltd. and KT Rental Co., Ltd. continues as an operating entity and KT Capital Co., Ltd. was established as a new company. In addition, KT invested an additional (Won)100,000 million in KT Capital Co., Ltd. during 2006.

In 2006, due to retirement of treasury stock of NTC, KT’s equity ownership interest in NTC increased to 80.0% as of December 31, 2006.

In January 2006, KT disposed of all of its holdings of equity shares in Bank Town Co., Ltd. and recognized a gain on disposition of securities of affiliates amounting to (Won)4,871 million.

In October 2006, KT disposed of all of its holdings of equity shares in KT Instrument & Communication Corp. and recognized a loss on disposition of securities of affiliates amounting to (Won)143 million.

In 2006, KT Internal Venture Fund No. 1 went into liquidation. As a result, KT received cash amounting to (Won)5,380 million and shares of Solitech Co., Ltd. as a dividend in liquidation. Upon receiving shares of Solitech Co., Ltd., KT reclassified unrealized gains on equity securities of affiliates amounting to (Won)4,284 million under the equity method to unrealized gains on available-for-sale securities.

Details of the difference between the acquisition cost and the Company’s share of the investee’s identifiable net assets as of December 31, 2006 were as follows:

 

     Millions

Affiliate

   Beginning
balance
    Increase    Amortized
amount
    Balance at
December 31,
2006

KTF

   (Won) 695,139     —      182,514     512,625

NTC

     (658 )   —      (658 )   —  

KDB

     44,551        11,138     33,413

Sidus FNH Corp.

     13,560     —      2,712     10,848

Mostech Co., Ltd.

     —       3,857    386     3,471

Olive Nine Co., Ltd.

     —       17,755    —       17,755
                       
   (Won) 752,592     21,612    196,092     578,112
                       

 

15


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(9) Equity Securities of Affiliates, Continued

Details of eliminated unrealized gains (losses) from intercompany transactions for the year ended December 31, 2006 were as follows:

 

     Millions  

Affiliate

   Inventories    Property &
equipment
    Total  

KTF

   (Won) 914    (4,160 )   (3,246 )

KTH

     —      (644 )   (644 )

KTN

     —      18     18  

KTL

     —      448     448  

KTC

     —      67     67  

KTR

     —      88     88  
                   
   (Won) 914    (4,183 )   (3,269 )
                   

Investments in affiliated companies under the equity method of accounting as of December 31, 2005 are as follows:

 

     Millions
     Cost    Equity in
retained
earnings (deficit)
    Equity
income (loss)
in 2005
    Unrealized
gains
(losses)(**)
    Dividends
received
in 2005
   

Book

value

Listed(*):

             

KTF

   (Won) 3,463,803    (1,071,773 )   83,152     130,845     (49,302 )   2,556,725

KTH

     67,780    48,689     (4,659 )   (5,676 )   —       106,134

KTSC

     8,085    13,752     (1,098 )   822     —       21,561

Unlisted:

             

KTP

     55,135    (14,252 )   (7,248 )   2,430     —       36,065

KTN

     23,458    22,386     1,957     (1,349 )   —       46,452

KTR

     41,342    —       1,740     1,348     —       44,430

KTL

     50,861    2,528     (29,665 )   5,554     —       29,278

KTC

     1,330    (1,330 )   241     2     —       243

KTAI

     4,783    (4,488 )   163     2,483     —       2,941

KTPI

     2,481    (2,481 )   —       —       —       —  

NTC

     33,064    42,728     21,758     (23,680 )   —       73,870

KTJ

     6,586    (6,586 )   —       —       —       —  

KTCC

     1,245    7     (211 )   (214 )   —       827

KTD

     6,800    1,977     (2,367 )   —       —       6,410

Pivotec Co., Ltd.

     3,011    283     106     (235 )   —       3,165

Korea IT Venture Partners, Inc.

     9,000    1,196     (1,379 )   74     —       8,891

KID

     3,800    5,338     1,568     —       —       10,706

KIS

     2,850    3,157     796     —       —       6,803

KTRDM

     506    945     496     82     (51 )   1,978

Goodmorning F Co., Ltd.

     254    475     (108 )   (88 )   (25 )   508

KTIC

     95    259     59     —       —       413

Bank Town Co., Ltd.

     190    379     10     (7 )   —       572

KBSi Co., Ltd.

     4,760    (3,095 )   972     1     —       2,638

eNtoB Corp.

     2,500    (5 )   655     —       —       3,150

MTC

     3,450    10,323     735     (5,922 )   —       8,586

KT Internal Venture Fund No. 1

     3,303    —       4,742     6,967     —       15,012

KT Internal Venture Fund No. 2

     5,000    —       164     —       —       5,164

Korea Telecom Venture Fund No. 1

     14,000    —       204     (99 )   —       14,105

KITF

     70,000    —       4,173     —       (2,171 )   72,002

Sky Life Contents Fund

     4,500    —       415     —       —       4,915

Sidus FNH Corporation

     19,599    —       —       —       —       19,599

KDB

     185,274    (131,890 )   (25,215 )   —       —       28,169
                                   
   (Won) 4,098,845    (1,081,478 )   52,156     113,338     (51,549 )   3,131,312
                                   

 

16


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(9) Equity Securities of Affiliates, Continued

 

(*) The quoted market values (based on closing Korea Stock Exchange and KOSDAQ prices) of KTF, KTH and KTSC as of December 31, 2005 are (Won)2,209,628 million, (Won)263,900 million and (Won)11,966 million, respectively.
(**) The deferred tax effect of (Won)6,320 million is not included.

Investments in affiliated companies under the equity method of accounting as of December 31, 2006 are as follows:

 

     Millions
     Cost    Equity in
retained
earnings (deficit)
    Equity
income (loss)
in 2006
    Unrealized
gains
(losses)(**)
    Other
increase
(dividends)
in 2006
   

Book

value

Listed(*):

             

KTF

   (Won) 3,820,503    (1,037,923 )   18,794     16,663     (52,902 )   2,765,135

KTH

     67,780    44,030     (101 )   (4,256 )   —       107,453

KTSC

     8,085    12,654     (2,543 )   490     —       18,686

Olive Nine Co., Ltd

     22,000    —       —       —       —       22,000

Unlisted:

             

KTP

     55,135    (21,500 )   (8,412 )   2,430     —       27,653

KTN

     23,458    24,343     4,388     (1,349 )   —       50,840

KTR

     40,342    1,740     (2,895 )   1,348     —       40,535

KTL

     24,502    (27,137 )   4,047     5,463     —       6,875

KTC

     1,330    (1,089 )   611     10     —       862

KTAI

     4,783    (4,325 )   110     2,238     —       2,806

KTPI

     2,481    (2,481 )   —       —       —       —  

KTCC

     1,245    (204 )   29     (257 )   —       813

NTC

     33,064    64,486     15,997     (17,770 )   (2,196 )   93,581

KTJ

     6,586    (6,586 )   —       —       —       —  

KTD

     6,800    (390 )   1,456     1     —       7,867

Pivotec Co., Ltd.

     3,011    389     (462 )   3,361     —       6,299

Korea IT Venture Partners, Inc.

     9,000    (183 )   645     (258 )   —       9,204

eNtoB Corp.

     2,500    650     213     —       —       3,363

KBSi Co., Ltd.

     4,760    (2,123 )   174     (1 )   —       2,810

Goodmorning F Co., Ltd.

     254    342     315     (85 )   —       826

KTRDM

     506    1,390     530     82     (133 )   2,375

KID

     3,800    6,906     1,676     —       (152 )   12,230

KIS

     2,850    3,953     1,693     —       (114 )   8,382

KTIC

     95    318     34     —       (447 )   —  

Bank Town Co., Ltd.

     190    389     —       —       (579 )   —  

MTC

     3,450    11,058     1,647     (6,252 )   (582 )   9,321

KT Internet Venture Fund No. 1

     3,303    4,742     (2,076 )   —       (5,969 )   —  

KT Internet Venture Fund No. 2

     5,000    164     (20 )   —       —       5,144

Korea Telecom Venture

             

Fund No. 1

     14,000    204     (1,360 )   18     —       12,862

KIFT

     70,000    2,002     (876 )   266     (264 )   71,128

Sky Life Contents Fund

     4,500    415     135     —       —       5,050

Sidus FNH Corporation

     19,599    —       (2,650 )   —       —       16,949

KDB

     185,274    (157,105 )   (11,803 )   89     —       16,455

Mostech Co., Ltd.

     5,000    —       (972 )   —       158     4,186

TSC

     26,359    —       (1,692 )   143     —       24,810

Sidus FNH Benex Cinema

             

Investment Fund

     4,000    —       13     —       —       4,013

KT Capital Co., Ltd.

     101,000    —       30     (1,457 )   —       99,573

Korea Seoul Contact all Co., Ltd.

     228    —       —       —       —       228

KSCC

     228    —       —       —       —       228

Korea Call Center Co., Ltd.

     228    —       —       —       —       228

TMworld Co., Ltd.

     228    —       —       —       —       228

UMS&C

     228    —         —       —       228
                                   
   (Won) 4,587,685    (1,080,871 )   16,675     917     (63,180 )   3,461,226
                                   

 

17


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(9) Equity Securities of Affiliates, Continued

 

(*) The quoted market values (based on closing Korea Stock Exchange and KOSDAQ prices) of KTF, KTH, KTSC and Olive Nine Co., Ltd. as of December 31, 2006 are (Won)3,038,366 million, (Won)160,615 million, (Won)12,127 million and (Won)24,238 million, respectively.
(**) The deferred tax effect of (Won)5,676 million is not included.

In prior years, the investment in KTPI and KTJ was reduced to nil due to continuous operating losses. As a result, the Company discontinued the use of the equity method of accounting for these investments as the Company does not provide any guarantees or have any commitments to provide additional financial support for these entities.

Accumulated operating losses of equity method investees not reflected in equity loss in affiliates due to discontinuation of the equity method of accounting as of December 31, 2005 and 2006 are as follows:

 

     Millions
     2005    2006

KTPI

   (Won) (83,044)    (118,824)

KTJ

     (533)    (253)
           

Total

   (Won) (83,577)    (119,077)
           

Summarized financial information of affiliates as of December 31, 2006 was as follows:

 

     Millions  
     Assets    Liabilities    Revenue    Net income
(loss)
 

KTF

   (Won) 8,068,028    3,757,996    6,507,350    411,702  

KTN

     143,964    93,175    300,392    4,319  

KTP

     197,494    135,830    95,858    (18,759 )

KTL

     81,865    74,129    209,562    4,002  

KTH

     189,939    27,964    120,854    334  

KTSC

     59,412    8,866    37,181    (6,769 )

NTC

     133,278    16,249    25,787    19,621  

KTR

     344,319    303,696    144,275    (2,422 )

KITF

     304,832    —      9,123    1,374  

Sidus FNH Corporation

     25,002    7,911    38,859    175  

Olive Nine Co., Ltd.

     43,580    22,013    27,968    (10,924 )

TSC

     93,545    67,099    14,890    (1,804 )

KT Capital Co., Ltd.

     99,964    392    362    29  

 

(10) Transactions and Balances with Related Parties

 

  (a) The list of subsidiaries of the Company as of December 31, 2006 was as follows:

 

Type of Control

  

Subsidiaries

Direct control    KTF, KTH, KTSC, KTP, KTN, KTL, KTR, Sidus FNH Corporation, KT Internal Venture Fund No.2, KT Telecom Venture Fund No.1, TSC, KT Capital Co., Ltd., Olive Nine Co., Ltd., KTAI, KTPI, NTC, KTJ, KTCC Sidus FNH Benex Cinema Investment Fund

Type of Control

  

Subsidiaries

Indirect control via KTF                        KTF Technologies Inc. (“KTFT”), KTF MHows, PT.KTF Indonesia
Indirect control via KTH   

KTC

 

18


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(10) Transactions and Balances with Affiliated Companies, Continued

 

  (b) Details of related party transactions of the Company as of December 31, 2006 were as follows:

 

Relationship

  

Company

  

Account

  

Transactions

Direct subsidiary    KTF    Accounts payable    Purchase of PCS network capacities for PCS service resale, etc.
   KTN   

Accounts payable

- other

   Purchase of network maintenance and other network-related services, etc.
   KTL    Accounts payable    Purchase of public telephone maintenance and other related services, etc.
   KTH    Accounts payable    Purchase of system integration services for Wireless Broadband platform, etc.
   KTR    Accounts payable    Lease for automobile and fixtures, etc.

Indirect subsidiary

via KTF

   KTFT    Accounts payable    Purchase of PCS handsets

Indirect subsidiary

via KTH

   KTC    Accounts payable    Purchase of goods for KT mall
Equity investee    KDB eNtoB Corp.   

Accounts receivable

Accounts payable

- other

   Broadcasting equipment leases and sales Purchase of supplies
   KIS    Accounts payable - other    Purchase of 114 call center operation and related service, etc.
   KID    Accounts payable - other    Purchase of 114 call center operation and related service, etc.

 

  (c) Significant transactions which occurred in the normal course of business with related parties for the years ended December 31, 2005 and 2006 are summarized as follows:

 

          Millions

Related Party

  

Income statement items

   2005    2006

KTF

   Operating revenue    (Won) 499,379    409,425
   Operating expense      779,524    730,399
   Contributions received for losses on universal telecommunications services      9,592    14,977
   Interest income      3,455    110
   Purchases of property, plant and equipment (*)      120,122    —  

KTH

   Operating revenue      2,722    3,493
   Operating expense      47,290    41,020

KTN

   Operating revenue      42,720    39,644
   Operating expense      227,586    172,716

KTL

   Operating revenue      12,807    10,605
   Operating expense      109,796    98,277

KTFT

   Operating revenue      1,632    1,175
   Operating expense      57,250    86,720

KTC

   Operating revenue      1,197    976
   Operating expense      173,795    214,323

KTR

   Operating revenue      35    2,549
   Operating expense      3,648    34,394

KDB

   Operating revenue      120,590    89,520
   Operating expense      1,502    5,591

KID

   Operating revenue      11,983    12,666
   Operating expense      99,809    111,425

Goodmorning F Co., Ltd.

   Operating revenue      830    449
   Operating expense      54,742    50,677

KTRDM

   Operating revenue      263    649

 

19


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(10) Transactions and Balances with Affiliated Companies, Continued

 

          Millions

Related Party

  

Income statement items

   2005    2006
   Operating expense      25,952    58,035

KIS

   Operating revenue      10,262    17,610
   Operating expense      71,488    75,806

eNtoB Corp.

   Operating expense      130,712    132,655

Pivotec Co., Ltd.

   Operating revenue      1,425    127
   Operating expense      33,360    33,399

Other

   Operating revenue      23,702    24,911
   Operating expense      11,824    11,591
              

Total

   Revenue    (Won) 742,594    628,886
              
   Expense    (Won) 1,828,278    1,857,028
              
  

Purchases of property, plant and equipment(*)

   (Won) 120,122    —  
              

(*) In February 2005, the Company purchased certain transmission equipment from KTF.

 

  (d) Significant account balances which occurred in the normal course of business with affiliated companies as of December 31, 2005 and 2006 are summarized as follows:

 

          Millions

Related Party

  

Balance sheet items

   2005    2006

KTF

   Notes and accounts receivable – trade    (Won) 41,878    85,421
   Notes and accounts payable – trade      204,134    146,470
   Key money deposits      35,298    29,902

KTH

   Notes and accounts receivable – trade      216    309
   Accrued expenses      11,689    14,775

KTN

   Notes and accounts receivable – trade      11,948    13,314
   Accounts payable – other      56,095    49,166

KTL

   Notes and accounts receivable – trade      790    122
   Notes and accounts payable – trade      25,058    16,925

KTPI

   Accounts receivable– other      16,220    14,885

KTFT

   Notes and accounts receivable – trade      826    22
   Notes and accounts payable – trade      5,712    16,174

KTC

   Notes and accounts receivable – trade      3,147    3,155
   Notes and accounts payable – trade      36,832    22,949

KTR

   Notes and accounts receivable – trade      18    42
   Notes and accounts payable – trade      214    33,506

KDB

   Notes and accounts receivable – trade      88,891    28,678
   Accounts payable - other      44    1,141

KID

   Notes and accounts receivable – trade      661    2,901
   Accounts payable – other      15,895    16,136

Goodmorning F Co., Ltd.

   Accounts payable – other      2,678    8,104

KTRDM

   Notes and accounts receivable – trade      —      437
   Accounts payable – other      14,879    18,789

KIS

   Notes and accounts receivable – trade      251    2,390
   Accounts payable – other      10,709    11,969

 

20


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(10) Transactions and Balances with Affiliated Companies, Continued

 

          Millions

Related Party

  

Balance sheet items

   2005    2006

Pivotec Co., Ltd.

   Notes and accounts receivable – trade    (Won) 133    1
   Accounts payable – other      15,008    7,172

eNtoB Corp.

   Accounts payable – other      24,639    23,283

Other

   Accounts receivable      7,368    7,284
   Accounts payable      4,888    4,174
              

Total

   Accounts receivable    (Won) 172,347    158,961
              
   Accounts payable    (Won) 463,772    420,635
              

 

  (e) As of December 31, 2006, the Company has provided guarantees for the following affiliates’ indebtedness and contract performance as follows:

 

     Millions

Related party

   Initial
amount
   Remaining guarantee
as of December 31, 2006

KTSC

   (Won) 53,917    33,805

NTC

     11,155    929
           
   (Won) 65,072    34,734
           

 

  (f) Salaries paid and other incentives granted to directors and executive officers for the years ended December 31, 2006 are as follows:

 

     Millions   

Description

Fixed compensation

   (Won) 20,078    Salaries, bonuses and other allowances

Performance incentive

     1,027    Stock options and other performance incentives

Total

   (Won) 21,105   

 

(11) Property, Plant and Equipment

 

  (a) Changes in property, plant and equipment for the year ended December 31, 2005 were as follows:

 

     Millions
     2005
     Beginning
balance
   Acquisition
cost
   Disposals    Depreciation    Others    

Book value

as of December

31, 2005

Land

   (Won) 1,015,119    392    922    —      26,028     1,040,617

Buildings

     2,855,737    1,035    10,348    118,971    162,370     2,889,823

Structures

     171,957    2    480    14,154    14,157     171,482

Machinery

     6,183,372    10,406    36,968    1,915,437    1,625,047     5,866,420

Vehicles

     11,825    28    151    4,759    378     7,321

Others

     174,157    55,122    2,359    112,800    34,924     149,044

Construction-in-progress

     224,892    1,958,245    —      —      (1,896,321 )   286,816
                                
   (Won) 10,637,059    2,025,230    51,228    2,166,121    (33,417 )   10,411,523
                                

 

21


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(11) Property, Plant and Equipment, Continued

Changes in property, plant and equipment for the years ended December 31, 2006 were as follows:

 

     Millions
     2006
     Beginning
balance
   Acquisition
cost
   Disposals    Depreciation    Others    

Book value

as of December

31, 2006

Land

   (Won) 1,040,617    220    9,296    —      28,989     1,060,530

Buildings

     2,889,823    —      19,574    123,145    166,802     2,913,906

Structures

     171,482    —      713    14,562    15,638     171,845

Machinery

     5,866,420    14,351    47,090    1,819,588    1,836,716     5,850,809

Vehicles

     7,321    868    29    3,329    728     5,559

Others

     149,044    47,990    1,914    99,527    41,969     137,562

Construction-in-progress

     286,816    2,110,561    —      —      (2,139,504 )   257,873
                                
   (Won) 10,411,523    2,173,990    78,616    2,060,151    (48,662 )   10,398,084
                                

Property, plant and equipment are insured against fire damage up to an amount of (Won)705,171 million and (Won)683,007 million as of December 31, 2005 and 2006, respectively. Additionally, the Company maintains insurance policies covering loss and liability arising from automobile accidents.

 

  (b) Officially Declared Value of Land

The officially declared value of land, as most recently announced by the Ministry of Construction and Transportation, is as follows:

 

     Millions
     Book value    Declared
value

Head office

   (Won) 151,904    491,932

Metropolitan District

     403,663    2,806,293

Busan District

     105,286    459,999

Jeonnam District

     91,766    223,924

Daegu District

     119,062    300,201

Chungnam District

     49,048    180,746

Jeonbuk District

     48,082    115,115

Kangwon District

     44,672    95,320

Chungbuk District

     31,473    96,021

Jeju District

     15,574    32,851
           
   (Won) 1,060,530    4,802,402
           

The officially declared value, which is used for government purposes, is not intended to represent fair value.

 

(12) Other Assets

Other assets as of December 31, 2005 and 2006 are summarized as follows:

 

     Millions
     2005    2006

Long-term loans to employees

   (Won) 311,347    187,581

December 31, 2005 and 2006

     

Research and development costs

     173,292    193,544

Frequency usage rights

     125,800    113,031

Other intangible assets

     144,006    164,207

 

22


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(12) Other Assets, Continued

 

     Millions
     2005    2006

Leasehold deposits

   (Won) 79,500    76,089

Long-term accounts receivable - trade, net

     64,734    45,939

Long-term accounts receivable - other

     2,697    7,862

Other

     62,969    63,530
           
   (Won) 964,345    851,783
           

During 2005, the Company acquired Wireless Broadband (“WiBro”) portable internet frequency usage rights and a license to operate the WiBro business in the Republic of Korea from the MIC for (Won)125,800 million. The Company recorded the amount as frequency usage rights included in other assets in the accompanying non-consolidated balance sheet as of December 31, 2006. The rights have a contractual life of 7 years from the grant date and are amortized for the remaining contractual life commencing on June 30, 2006 when commercial service was initiated.

Changes in intangible assets for the years ended December 31, 2005 and 2006 are as follows:

 

     Millions  
     2005     2006  
    

Research and
Development

costs

    Frequency
usage
rights
   Other     Sub
Total
    Research and
Development
costs
    Frequency
usage
rights
    Other     Sub Total  

Beginning balance

   (Won) 164,212     —      134,894     299,106     173,292     125,800     144,006     443,098  

Increase

     73,953     125,800    35,874     235,627     100,612     —       50,128     150,740  

Amortization

     (63,394 )   —      (26,471 )   (89,865 )   (79,883 )   (12,769 )   (28,953 )   (121,605 )

Other changes

     (1,479 )   —      (291 )   (1,770 )   (477 )   —       (974 )   (1,451 )
                                                 

Net balance at end of year

   (Won) 173,292     125,800    144,006     443,098     193,544     113,031     164,207     470,782  
                                                 

 

(13) Other Current Liabilities

Other current liabilities as of December 31, 2005 and 2006 are summarized as follows:

 

     Millions
     2005    2006

Key money deposits

   (Won) 139,345    141,209

Fair value of derivative contracts (note 23(c))

     127,903    169,082

Other

     10,697    7,206
           
   (Won) 277,945    317,497
           

 

23


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(14) Long-term Debt

Long-term debt as of December 31, 2005 and 2006 is summarized as follows:

 

    

Interest rate

per annum

 

Maturity date

   Millions
          2005    2006

Local currency (Won) debt:

          

Bonds

   4.22%-9.02%   2007-2015    (Won) 4,460,000    3,990,000

Inter-Korea Cooperation Fund

   2.00%   2026      —      3,767

Information and Telecommunication Improvement Fund

   4.18%-4.83%   2007-2010      77,465    50,885
                
          4,537,465    4,044,652
                

Foreign currency (U.S. dollars) debt:

          

MTNP notes

   4.88%-6.50%   2014-2034      1,114,300    1,208,480

Yankee bonds

   7.63%   2007      354,550    185,920

Floating rate notes

   Libor+0.80%   —        151,950    —  

Convertible notes

   0.25%   —        14,812    —  
                
          1,635,612    1,394,400
                

Total

          6,173,077    5,439,052

Less: Discount on bonds

          31,652    29,674

Current portion, net of discount of (Won)266 million in 2005and (Won)538 million in 2006

          800,214    709,150
                
        (Won) 5,341,211    4,700,228
                

In June 2005, the Company updated its Medium Term Note Program (MTNP) from US$1 billion to US$2 billion. As of December 31, 2006, the Company has issued notes in the amount of US$1,300 million with a fixed interest rate under the MTNP. The notes are listed on the Singapore Stock Exchange. As of December 31, 2006, the unused portion of the MTNP amounted to US$700 million.

On January 4, 2002, the Company issued convertible notes with an aggregate face amount of US$1,318 million. During 2006, the remaining holders of convertible notes exercised their right to convert notes in the principle amount of (Won)14,812 million (US$11,245 thousand) into 260,531 shares of the Company’s common stock.

Aggregate principal maturities for the Company’s long-term debt as of December 31, 2006 are as follows:

 

Fiscal year ending December 31,

   Millions

2007

   (Won) 709,688

2008

     438,020

2009

     407,253

2010

     651,844

2011

     780,000

Thereafter

     2,452,247
      
   (Won) 5,439,052
      

 

24


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(15) Refundable Deposits for Telephone Installation

Through September 15, 1998, KT collected deposits for telephone installation in accordance with the Korea Public Telecommunication Business Law. Such deposits (which are reflected as a liability) are to be refunded without interest to the telephone subscribers upon termination of service. For changes in site classifications of telephones that were installed prior to January 1, 1990, KT is obligated to refund the original deposit received plus the increased deposit due to changes in site classifications. As of December 31, 2005 and 2006, these refundable deposits amounted to (Won)958,885 million and (Won)907,519 million, respectively.

Beginning on September 15, 1998, KT allowed customers to choose between alternative plans for basic telephone service. Under such plan, customers were permitted the option to either place fully refundable deposits or pay a reduced non-refundable service initiation fee. The non-refundable service initiation fees were recorded as operating revenues. Refundable deposits continue to be subject to the same provisions as described above. Effective April 15, 2001, all new customers are required to pay a non-refundable service initiation fee.

 

(16) Accrual for Retirement and Severance Benefits

Changes in retirement and severance benefits for the years ended December 31, 2005 and 2006 are summarized as follows:

 

     Millions  
     2005     2006  

Estimated severance benefits accrual at beginning of year

   (Won) 877,966     1,082,978  

Provision for the year

     225,940     210,184  

Payments

     (20,928 )   (58,150 )
              

Estimated severance benefits accrual at end of year

     1,082,978     1,235,012  

Deposit for severance benefits insurance

     (751,590 )   (898,102 )
              

Net balance at end of year

   (Won) 331,388     336,910  
              

 

(17) Other Long-term Liabilities

Other long-term liabilities as of December 31, 2005 and 2006 are summarized as follows:

 

     Millions
     2005    2006

Accrual for customer call bonus points

   (Won) 74,567    74,187

Key money deposits from customers

     9,760    7,570

Advance receipts

     8,165    6,201

Deferred tax liabilities, net (note 26)

     7,846    16,896

Payable under put and call agreement (note 9)

     46,000    46,000

Other

     29,392    47,493
           
   (Won) 175,730    198,347
           

The Company recognized nil and (Won) 20,487 million of additional provision for customer call bonus points and (Won) 38,346 and (Won) 20,867 of write-offs due to expiration or usage of points for the years ended December 31, 2005 and 2006, respectively.

 

25


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(18) Assets and Liabilities Denominated in Foreign Currencies

Assets and liabilities denominated in foreign currency as of December 31, 2005 and 2006 are summarized as follows:

 

     2005    2006
     Foreign
Currency
(USD in
thousand)
  

Won
equivalent

(in million)

   Foreign
Currency
(USD in
thousand)
   Won
equivalent (in
million)

Assets:

           

Cash and cash equivalents

   $ 57,191    (Won) 57,935    $ 19,648    (Won) 18,265

Notes and accounts receivable-trade

     186,317      188,739      184,695      171,693

Accounts receivable – other

     16,012      16,220      16,012      14,885

Short-term loans

     19,328      19,579      15,327      14,248
                           
   $ 278,848    (Won) 282,473    $ 235,682    (Won) 219,091
                           

Liabilities:

           

Notes and accounts payable - trade

   $ 165,084    (Won) 167,230    $ 164,751    (Won) 153,153

Long-term debt excluding convertible

     1,600,000      1,620,800      1,500,000      1,394,400

notes, including current portion

           

Convertible notes

     11,245      14,812      —        —  
                           
   $ 1,776,329    (Won) 1,802,842    $ 1,664,751    (Won) 1,547,553
                           

 

(19) Common Stock

As of December 31, 2005 and 2006, the Company’s authorized share capital was 1,000,000,000 shares, which consists of shares of common stock, par value of (Won)5,000 per share, and shares of non-voting preferred stock, par value of (Won)5,000 per share. Under the Company’s articles of incorporation, the Company is authorized to issue shares of preferred stock up to one-fourth of the Company’s total issued capital stock. The Company has never issued shares of preferred stock. As of December 31, 2005 and 2006, 284,849,400 shares and 279,627,400 shares of common stock had been issued, of which 71,532,222 shares were held in the treasury stock fund or as treasury shares.

As allowed by the Securities Exchange Law of the Republic of Korea, the Company retires its treasury shares by a charge to retained earnings rather than its common stock. Therefore, common stock is not determined as the amount by multiplying the number of shares issued by common stock of (Won)5,000 par value.

 

26


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(20) Capital Surplus

Capital surplus as of December 31, 2005 and 2006 is summarized as follows:

 

     Millions
     2005    2006

Paid-in capital in excess of par value

     1,440,258    1,440,258

Gain on sale of treasury shares

     —      652
           
   (Won) 1,440,258    1,440,910
           

 

(21) Appropriated Retained Earnings

Retained earnings appropriated to various restricted reserves as of December 31, 2005 and 2006 are summarized as follows:

 

     Millions
     2005    2006

Involuntary reserve:

     

Legal reserve

   (Won) 780,499    780,499

Voluntary reserve:

     

Reserve for technology and human resource development

     350,000    350,000

Reserve for business rationalization

     443,416    443,416

Reserve for business expansion

     4,000,000    4,000,000

Reserve for redemption of telephone bonds

     207,947    207,947

Reserve for social overhead capital

     30,000    —  
           
   (Won) 5,811,862    5,781,862
           

Retained earnings appropriated to the legal reserve are restricted in use as cash dividends under the applicable laws and regulations of the Republic of Korea. The Korean Commercial Code requires the Company to appropriate to a legal reserve an amount equal to at least 10% of the cash dividend amount at the end of the year for each accounting period until the reserve equals 50% of stated capital. The legal reserve may be used to reduce a deficit or may be transferred to stated capital.

Under the Special Tax Treatment Control Law, the Company is allowed to appropriate a reserve for technology and human resource development to recognize certain tax deductible benefits through the early recognition of future expenditures for tax purposes. This reserve may be restored to retained earnings in accordance with the relevant tax laws. Such amount is to be taken back into taxable income in the year of disappropriation. During 2005, the Company appropriated (Won)350,000 milion of retained earnings into reserve for technology and human resource development.

Through 2001, under the Special Tax Treatment Control Law, investment tax credits were allowed for certain investments. However, the Company was required to transfer from retained earnings the amount of tax benefits obtained into a reserve for business rationalization. Effective December 11, 2002, the Company is no longer required to establish a reserve for business rationalization despite tax benefits received for certain investments, and consequently the existing balance is now regarded as a voluntary reserve.

The Company is allowed to appropriate from retained earnings amounts necessary to establish reserves for business expansion, research and development, redemption of telephone bonds and for social overhead capital at its own discretion, each of which are regarded as a voluntary reserve.

The Company appropriated reserve for loss on retirement of treasury stock of (Won)38,431 million, which was approved at the shareholders’ meeting held on March 10, 2006. The appropriation fully offset previous losses incurred on retirement of treasury stock.

 

27


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(22) Treasury Stock

 

  (a) Trust fund

During 2000, in order to stabilize the price of the Company’s common stock in the market, the Company established a treasury stock fund of (Won)100 billion. This trust fund is managed by a bank, which is used primarily as a vehicle for trading the common stock of the Company. The trust fund (which is recorded at cost) held 1,259,170 shares of treasury stock as of December 31, 2005 and 2006.

 

  (b) Issuance to the convertible notes holders

During 2005 and 2006, certain holders of convertible notes, which were issued on May 25, 2002, converted their notes into shares of the Company’s common stock. As part of this transaction, 85 shares and 260,531 shares of treasury stock were issued to the note holders for the years ended December 31, 2005 and 2006, respectively.

 

  (c) Contribution to Employee Stock Ownership Association

On August 26, 2005, the Company contributed 2,297,580 shares of treasury stock to the KT Employee Stock Ownership Association (“ESOA”). The difference between carrying value of the treasury stock and its fair value amounting to (Won)30,405 million was recorded as a loss on disposition of treasury stock and the fair value of (Won)91,673 million was recorded as employee benefits for the year ended December 31, 2005.

 

  (d) Retirement of treasury stock

The Company purchased and retired 5,222,000 shares of treasury stock by a charge to retained earnings on July 3, 2006. Upon retirement of the treasury stock, the number of shares of the Company’s common stock issued decreased from 284,849,400 shares to 279,627,400 shares.

 

  (e) Changes in treasury stock

Changes in treasury stock for the years ended December 31, 2005 and for 2006 are as follows:

 

     2005     2006  
    

Number

of shares

    Millions    

Number

of shares

    Millions  

Balance at beginning of year

   74,090,418     (Won) 3,962,568     71,792,753     (Won) 3,840,485  

Issuance to convertible note holders

   (85 )     (5 )   (260,531 )     (13,913 )

Contribution to the KT ESOA

   (2,297,580 )     (122,078 )   —         —    

Purchase of treasury shares

   —         —       5,222,000       213,664  

Retirement of treasury shares

   —         —       (5,222,000 )     (213,664 )
                            

Balance at end of year

   71,792,753     (Won) 3,840,485     71,532,222     (Won) 3,826,572  
                            

Realized gain or loss on sale of treasury stock is recorded as capital surplus or capital adjustment, respectively.

 

28


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(23) Commitments and Contingencies

 

  (a) Legal matters

During 2001, the Korean Fair Trade Commission (“FTC”) imposed a fine of (Won)30,700 million against the Company for allegedly assisting its affiliates by paying them unreasonably high service fees in violation of the fair trade laws. The Company recognized an expense of (Won)30,700 million for this claim during 2001. The Company appealed this fine. In October 2004, the Seoul High Court partially reversed the FTC’s decision and decreased the fine from (Won)30,700 million to (Won)2,400 million. During 2005, the Company and the FTC appealed this decision to the Supreme Court of Korea. As of December 31, 2006, due to the ongoing appeal, the ruling by the Seoul High Court is not reflected in the accompanying non-consolidated financial statements.

In the second half of 2004, the FTC began a separate antitrust investigation of the Company into alleged unfair collaborative practices of fixed-line telephone and broadband internet service providers during the period from 2002 to 2004. On May 25, 2005, the FTC imposed a fine of (Won)116,021 million to the Company related to local telephone services and leased line services for Internet cafes. On September 14, 2005, the FTC imposed an additional fine of (Won)23,870 million to the Company related to domestic and international long-distance services. Although the Company appealed the FTC’s decision related to the above services to the Seoul High Court, the Company recognized these fines as taxes and dues within operating expenses for the year ended December 31, 2005.

The Company is also in litigation as a defendant in other cases for damages allegedly resulting from various claims, disputes and legal actions in the normal course of operations. These claims amounted to (Won)18,133 million as of December 31, 2006. The Company accrued (Won)4,991 million as contingent liabilities related to the claims as of December 31, 2006. Management believes that the ultimate settlement of these matters, and the matters described in the previous paragraphs, will not have a material adverse effect on the Company’s financial position, results of operations or cash flows.

 

  (b) Shareholders’ agreement between KT and DoCoMo

In December 2005, KTF and NTT DoCoMo Inc. (“DoCoMo”) entered into a strategic alliance. As part of this strategic alliance, DoCoMo acquired a 10% equity interest in KTF for total proceeds of (Won)563,766 million (20,176,309 shares). In addition, on December 26, 2005, the Company and DoCoMo entered into a shareholders’ agreement related to shares of KTF. Under the shareholders’ agreement, DoCoMo has the right to put its shares to the Company if an agreed target network coverage for W-CDMA service within Korea is not met by December 31, 2008. If the put-option is exercised by DoCoMo, the Company will be required to purchase all of the KTF shares from DoCoMo at DoCoMo’s acquisition price plus accrued interest by February 15, 2009.

 

29


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(23) Commitments and Contingencies, Continued

 

  (c) Derivatives contracts

For the years ended December 31, 2005 and 2006, the Company entered into various derivatives contracts with financial institutions. Details of these derivative contracts were as follows:

 

Type of transaction

  

Financial institution

  

Description

Interest rate swaps    JP Morgan and others    Exchange fixed interest rate for variable interest rate for a specified period
Currency swaps    JP Morgan and others    Exchange foreign currency cash flow for local currency cash flow for a specified period
Currency interest rate swaps    Merrill Lynch and others    Exchange foreign currency fixed (variable) interest rate for local currency variable (fixed) interest rate for a specified period. At maturity, the Company receives foreign currency principal in exchange of local currency principal.
Interest rate swaption    Citibank    An option by the counterparty to receive fixed interest amounts and pay variable interest amounts after a specified period
Currency forwards    Shinhan Bank and others    Exchange a specified currency at the agreed
      upon exchange rate at a specified future date

All of these contracts are hedging derivative instruments recorded as trading securities with related gains and losses recorded in the current period as they do not qualify for hedge accounting.

The assets and liabilities recorded relating to the outstanding contracts as of December 31, 2005 and 2006 were as follows:

 

     Won in Millions, USD in thousands
     2005    2006

Transaction Type

  

Contract

amount

   Fair value   

Contract

amount

   Fair value
      Assets    Liabilities       Assets    Liabilities

Interest swap

   (Won) 631,240    (Won) 9,055    (Won) 15,165    (Won) 811,240    (Won) 9,290    (Won) 6,849
   $ 350,000          $ 200,000      

Currency swap

   $ 170,000      3,163      30,767    $ 20,000      —        1,476

Currency interest rate swap

   $ 700,000      946      81,971    $ 700,000      —        160,757
                                         
   (Won) 631,240          (Won) 811,240      

Total

   $ 1,220,000    (Won) 13,164    (Won) 127,903    $ 920,000    (Won) 9,290    (Won) 169,082
                                         

 

30


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(23) Commitments and Contingencies, Continued

 

  (c) Derivatives contracts, Continued

The gains and losses on the derivatives contracts for the years ended December 31, 2005 and 2006 were as follows:

 

     Millions
     2005    2006

Transaction type

   Valuation
gain
   Valuation
loss
   Transaction
gain
   Transaction
loss
   Valuation
gain
   Valuation
loss
   Transaction
gain
   Transaction
loss

Interest swap

   (Won) 6,953    7,888    —      —      (Won) 8,654    1,434    7,630    8,974

Interest rate swaption

     —      —      —      353      —      —      —      —  

Currency swap

     4,341    —      186    —        —      4,639    13    8,259

Currency Interest rate swap

     21,595    5,873    —      11,481      —      79,732    959    6,665

Currency forwards

     —      —      —      5,613      —      —      —      —  
                                           

Total

   (Won) 32,889    13,761    186    17,447    (Won) 8,654    85,805    8,602    23,898
                                           

 

  (d) Credit facilities and letters of credit

The Company has entered into bank overdraft agreements with three banks for borrowings up to (Won)900,000 million, commercial paper issuance agreements with three banks for borrowings up to (Won)300,000 million and collateral loan agreements on accounts receivable with four banks for borrowings up to (Won)800,000 million. As of December 31, 2006, no amounts were outstanding under these facilities. In addition, the Company had received letters of credit up to US$15,072 thousand with three banks and a collection agreement for foreign currency denominated checks up to US$1 million with Korea Exchange Bank.

 

  (e) Guarantees provided by third parties

As of December 31, 2006, four financial institutions were providing guarantees for the Company covering contract biddings up to US$2,437 thousand, SAR735 thousand and (Won)130,795 million, respectively. In addition, Kookmin bank was providing guarantees for interim tax payments up to (Won)128,072 million. The Company paid in full the interim taxes on January 2, 2007.

 

  (f) Leases

As of December 31, 2006, the Company had capital lease agreements with GE Capital Korea Ltd. and others for certain machinery and equipment, for which the acquisition cost amounted to (Won)85,205 million. Depreciation on the machinery and equipment for the years ended December 31, 2005 and the 2006 amounted to (Won)11,191 million and (Won)19,605 million, respectively. Annual future minimum payments under the lease agreements (recorded primarily within other long-term liabilities) as of December 31, 2006 were as follows:

 

Period ending December 31,

   Millions  

2007

   (Won) 22,644  

2008

     21,020  

2009

     16,586  

2010

     9,822  

Thereafter

     4,415  
     74,487  
        

Less: amount representing interest

     (6,831 )
        
   (Won) 67,656  
        

 

31


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(23) Commitments and Contingencies, Continued

 

  (f) Leases, Continued

As of December 31, 2006, the Company has office rent agreements under annual renewal options with various property owners.

 

  (g) Payment of a handset subsidy to mobile phone users

According to the provisions of the Telecommunications Business Law (the “Law”), as recently revised, the Company is allowed to provide an one time handset subsidy to eligible mobile phone users within the next two years beginning March 27, 2006. Pursuant to the Law, the Company may establish its subsidy policy regarding the eligibility criteria and amount of payment. Consistent with the Law, the Company provides a subsidy for mobile phone users who have subscribed to the Company’s service or any other mobile carriers for 18 consecutive months. Moreover, the Company has the right to discontinue the payment depending on marketing strategies, if necessary. However, the Company is required to report changes in the service agreement, should they take place, to the Ministry of Information and Communication within 30 days of the effective date.

 

(24) Operating Revenues

Operating revenues for the years ended December 31, 2005 and 2006 are as follows:

 

     Millions
     2005    2006

Internet services

   (Won) 2,786,929    2,691,061

Data communication services

     1,330,449    1,233,761

Telephone services

     6,131,175    5,977,371

Wireless services

     1,147,976    1,348,719

Satellite services

     114,747    109,888

System integration services

     236,560    211,712

Real estate rental services

     92,587    163,483

Other

     36,849    36,075
           
   (Won) 11,877,272    11,772,070
           

 

(25) Operating Expenses

Operating expenses for the years ended December 31, 2005 and 2006 are as follows:

 

     Millions
     2005    2006

Salaries and wages

   (Won) 1,847,974    1,916,473

Compensation expense (note 30)

     —      227

Provision for retirement and severance benefits

     225,940    210,184

Employee benefits (note 22)

     537,777    458,296

Communications

     56,384    50,388

Utilities

     149,594    163,366

Taxes, fines and dues (note 23(a))

     250,228    135,476

Rent

     59,263    65,814

Depreciation

     2,100,825    2,017,064

Amortization

     73,313    103,511

Repairs and maintenance

     521,166    608,340

 

32


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(25) Operating Expenses, Continued

 

     Millions
     2005    2006

Automobile maintenance

     18,179    18,807

Commissions

     661,000    666,337

Advertising

     134,932    94,483

Education and training

     35,370    27,205

Research and development

     257,449    209,120

Travel

     41,018    32,519

Supplies

     34,582    34,163

Interconnection charges

     861,186    846,229

Cost of goods sold

     523,901    619,375

Cost of services

     653,453    581,605

International settlement payment

     185,663    192,486

Commissions for system integration service

     203,455    188,836

Promotion

     381,453    235,471

Sales commission

     307,788    536,988

Provision for doubtful notes and accounts receivable - trade

     57,733    8,165

Other

     88,599    67,734
           
     10,268,225    10,088,662

Less: amounts included in construction in progress

     50,836    53,731
           
   (Won) 10,217,389    10,034,931
           

 

(26) Income Taxes

 

  (a) The Company is subject to a number of income taxes based upon taxable income which results in the following normal tax rates (including resident tax):

 

Taxable earnings

   Normal tax rates  

Up to (Won)100 million

   14.3 %

Over (Won)100 million

   27.5 %

The components of income tax expense for the years ended December 31, 2005 and 2006 are as follows:

 

     Millions
     2005    2006

Current income tax expense

   (Won) 283,438    345,301

Deferred income tax expense

     43,920    22,162
           

Income taxes for the year

   (Won) 327,358    367,463
           

 

33


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(26) Income Taxes, Continued

 

  (b) The provision for income taxes calculated using the normal tax rates differs from the actual provision for the years ended December 31, 2005 and 2006 for the following reasons:

 

     Millions  
     2005     2006  

Provision for income taxes at normal tax rates

   (Won) 373,771     440,238  

Tax effect of prior year’s additional income tax payment (refund)

     4,747     (7,274 )

Tax effect of permanent differences, net

     53,212     18,493  

Investment tax credit

     (140,541 )   (107,669 )

Impairment of deferred tax assets(*)

     58,703     24,358  

Decrease in deferred tax liabilities of equity in earnings of affiliates(**)

     (22,534 )   (683 )
              

Actual provision for income taxes

   (Won) 327,358     367,463  
              

(*) For the years ended December 31, 2005 and 2006, the Company concluded that it was not probable that it would be able to realize the tax benefit of its equity in losses of affiliates in the foreseeable future, which is construed usually to mean 5 years, and recognized an impairment of deferred tax asset.
(**) The Company did not recognize deferred tax liabilities related to equity in earnings of affiliates in which the Company has controlling interests as of December 31, 2005 and 2006, since it is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future.

The effective tax rates, after adjustments for certain differences between amounts reported for financial accounting and income tax purposes, were approximately 24.1% and 23.0% for the years ended December 31, 2005 and 2006, respectively.

 

  (c) The tax effects of temporary differences that resulted in significant portions of deferred tax assets and liabilities as of December 31, 2005 and 2006 are presented below:

 

     Millions  
     2005     2006  

Deferred tax assets:

    

Allowance for doubtful accounts

   (Won) 113,426     81,361  

Refundable deposits for telephone installation

     16,215     15,634  

Equity securities of affiliates

     380,857     380,806  

Available-for-sale securities

     5,727     2,548  

Accrual for customer call bonus points

     23,249     20,401  

Accrued expenses

     7,970     42,094  

Tax credit carryforwards

     39,204     —    

Derivatives

     31,912     44,066  

Contribution received for capital expenditures

     40,659     48,511  

Other assets

     38,070     39,884  
              

Total deferred tax assets

     697,289     675,305  

Allowance (note 29)

     (355,928 )   (379,811 )
              

Net deferred tax assets

     341,361     295,494  
              

 

34


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(26) Income Taxes, Continued

 

     Millions
     2005    2006

Deferred tax liabilities:

     

Accumulated depreciation

   (Won) 37,324    18,223

Reserve for technology and human resources development

     88,000    88,000

Accrued interest income

     162    616

Other liabilities

     14,381    52,389
           

Total deferred tax liabilities

     139,867    159,228
           

Deferred tax assets, net

   (Won) 201,494    136,266
           

The Company reduced (Won)40,759 million of deferred tax assets recorded in prior periods due to adjustments made during the review of its corporate income tax return by the tax authority and favorable rulings of the Company’s tax appeals by the tax court. The amount was excluded from current and deferred income tax expense with a net zero effect on current year tax expense.

 

  (d) Under SKAS No. 16, deferred tax amounts should be presented as net current assets or liabilities and net non-current assets or liabilities. As of December 31, 2006, details of deferred tax assets (liabilities) are as follows:

 

     Millions  
     Temporary
differences
    Deferred tax assets
(liabilities)
 
       Current     Non-current  

Assets:

      

Allowance for doubtful accounts

   (Won) 295,859     81,361     —    

Refundable deposits for telephone installation

     56,851     —       15,634  

Equity securities of affiliates

     1,216,353     —       (22,963 )

Available-for-sale securities

     9,265     —       2,548  

Accrual for customer call bonus points

     74,187     —       20,401  

Accrued expenses

     153,070     42,094     —    

Derivatives

     160,241     44,066     —    

Contribution received for capital expenditures

     176,405     —       48,511  

Other assets

     145,033     16,244     23,640  
                    
     2,287,264     183,765     87,771  
                    

Liabilities:

      

Accumulated depreciation

     (66,264 )   —       (18,223 )

Reserve for technology and human resource development

     (320,000 )   (29,333 )   (58,667 )

Accrued interest income

     (2,239 )   (616 )   —    

Other liabilities

     (103,390 )   (654 )   (27,777 )
                    
     (491,893 )   (30,603 )   (104,667 )
                    
   (Won) 1,795,371     153,162     (16,896 )
                    

 

35


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(27) Earnings Per Share

Earnings per share of common stock for the years ended December 31, 2005 and 2006 are calculated as follows:

 

  (i) Basic earnings per share

 

    

Millions

(except number of shares

and earnings per share)

     2005    2006

Net earnings

   (Won) 1,031,810    1,233,449

Weighted-average number of shares of common stock (in thousands)

     211,565    209,895
           

Basic earnings per share (in Won)

   (Won) 4,877    5,877
           

 

  (ii) Diluted earnings per share

 

    

Millions

(except number of shares and
earnings per share)

     2005    2006

Net earnings

   (Won) 1,031,810    1,233,449

Adjustments:

     

Interest expense on convertible notes

     52    52
           

Net earnings available for common and common equivalent shares

     1,031,862    1,233,501

Weighted-average number of common and common equivalent shares (in thousands)

     211,822    210,150
           

Diluted earnings per share (in Won)

   (Won) 4,871    5,870
           

Diluted earnings per share are calculated based on the effect of potentially dilutive securities that were outstanding during the period. The denominator for the diluted earnings per share computation is adjusted to include the number of additional common shares that would have been outstanding if the potentially dilutive securities had been converted into common stock. In addition, the numerator is adjusted to include the after-tax amount of interest recognized associated with convertible notes.

Potentially dilutive securities as of December 31, 2005 and 2006 are as follows:

 

     Potentially dilutive shares
(thousands)
     2005    2006

Convertible notes (note 14)

   257    —  

Stock options (note 30)

   425    418
         
   682    418
         

Stock options were not considered in the determination of diluted earnings per share in 2005 and 2006 because the exercise price of the stock options was greater than the average market price of the common share and, therefore, the effect would have been antidilutive.

 

36


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(28) Dividends

 

  (a) Interim dividends

Dividends relating to each of the following year’s earnings based upon the par value of common stock are as follows:

 

     Rate    Millions
     2005     2006    2005    2006

Dividends paid

   20.0 %   —      (Won) 210,759    —  

 

  (b) Dividends are generally proposed based on each year’s earnings and are declared, recorded and paid in the subsequent year. Dividends relating to each of the following year’s earnings based upon the par value of common stock are as follows:

 

     Rate     Millions
     2005     2006     2005    2006

Dividends proposed

   40.0 %   40.0 %   (Won) 426,113    416,190

The proposed dividends of (Won)416,190 million were not recorded in the 2006 non-consolidated financial statements. They will be recorded upon the approval by the shareholders in 2007.

 

(29) Accounting Change

Effective January 1, 2006, the Company early adopted the Application of Korea Accounting Standard (“AKAS”) 06-2 “Deferred Tax Accounting for Investments in Subsidiaries, Affiliated Companies Accounted for Using the Equity Method, and Interest in Joint Ventures”. AKAS 06-2 requires evaluation of tax benefit, if any, based on the net deferred tax asset or liability of all temporary differences arising from the same affiliate rather than on an individual basis. With the adoption of AKAS 06-2, certain accounts of prior year’s non-consolidated financial statements have been restated as required by this standard. Earnings before income taxes of the prior three years under the retroactive adoption of AKAS 06-2 are as follows.

 

     Millions
     2003    2004    2005
     Before    After    Before    After    Before    After

Income taxes

   (Won) 459,603    459,603    544,003    544,003    360,865    327,358

Earnings before income taxes

     1,289,669    1,289,669    1,799,525    1,799,525    1,359,168    1,359,168

Net earnings

     830,066    830,066    1,255,522    1,255,522    998,303    1,031,810

Basic earnings per shares of common stock in Won

     3,384    3,384    5,957    5,957    4,719    4,877

 

37


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(30) Stock Options

The Company granted stock options to its executive officers and directors in accordance with the stock option plan approved by the Board of Directors. The details of the stock options granted are as follows:

 

    1st Grant   2nd Grant   3rd Grant(*)   4th Grant   5th Grant(*)

Grant date

  2002.12.26   2003.9.16   2003.12.12   2005.2.4   2005.4.28

Exercise price (in Won)

  70,000   57,000   65,000   54,600   50,400

Number of shares to be issued

  371,632   3,000   —     43,153   —  

Exercise period

  2004.12.27 ~ 2009.12.26   2005.9.17 ~ 2010.9.16   2005.12.13 ~ 2010.12.12   2007.2.5 ~ 2012.2.4   2007.4.29 ~ 2012.4.28

(*) All of these stock options have been forfeited

As of December 31, 2006, the stock option grants consisted of 417,785 shares of common stock, including

74,370 shares under performance conditions. The Company adopted the fair value method (Black-Scholes model) for measuring of compensation costs which are amortized to expense over the option vesting periods. The valuation assumptions of stock options based on the fair value method under the Black-Scholes model are as follows:

 

     1st Grant     2nd
Grant
    3rd Grant     4th Grant     5th Grant  

Risk free interest rate

     5.46 %     4.45 %     5.09 %     4.43 %     4.07 %

Expected option life

    
 
4.5 years to
5.5 years
 
 
    4.5 years      
 
4.5 years to
5.5 years
 
 
   
 
4.5 years to
5.5 years
 
 
   
 
4.5 years to
5.5 years
 
 

Expected volatility

     49.07% ~ 49.90%       34.49%       31.26% ~ 33.90%       33.41% ~ 42.13%       33.51% ~ 35.92%  

Expected dividend yield ratio

     1.10 %     1.57 %     1.57 %     5.86 %     5.86 %

Fair value per option (in Won)

   (Won) 22,364     (Won) 12,443     (Won) 10,926     (Won) 12,322     (Won) 10,530  

Total compensation cost (in millions)

   (Won) 8,311     (Won) 38       —       (Won) 532       —    

The Company recognized a compensation benefit of (Won)571 million and a compensation expense of (Won)227 million for the years ended December 31, 2005 and 2006, respectively.

 

(31) Non-cash Financing and Investing Activities

Significant non-cash financing and investing activities for the years ended December 31, 2005 and 2006 are summarized as follows:

 

     Millions  
     2005     2006  

Construction in progress transferred to property, plant and equipment

   (Won) 1,890,050     2,118,956  

Unrealized gains (losses) on equity securities of affiliates

     100,514     (112,421 )

Unrealized gains on available-for-sale securities

     —       6,050  

Change in unrealized gains on available-for-sale securities due to sales

     (3,053 )   —    

Available-for-sale securities transferred to equity securities of affiliates

     96,803     (4,872 )

Long-term payable under a put and call agreement

     46,000     —    

 

38


KT CORPORATION

Notes to Non-Consolidated Financial Statements

December 31, 2005 and 2006

 

(32) Contribution Payments for Research and Development and Donations

For the years ended December 31, 2005 and 2006, the Company made donations of (Won)66,237 million and (Won)74,849 million, respectively, to the Korean government (Information and Telecommunication Improvement Fund), the Korea Electronic Telecommunication Research Institute (ETRI) and other institutes. In addition, during 1992, the Company established a labor welfare fund as a separate entity and for each of the years ended December 31, 2005 and 2006, the Company made contributions of (Won)50,000 million respectively.

 

(33) Contributions Received for Losses on Universal Telecommunications Services

Starting January 1, 2000, all telecommunications service providers must contribute towards the supply of universal telecommunications services in Korea. Telecommunications service providers designated as universal service providers by the MIC are required to provide universal telecommunications services, including local services, local public telephone services, telecommunications services for remote islands and wireless communication services for ships. The Company has been designated as a universal service provider. The losses incurred by universal service providers in connection with providing these universal telecommunications services are to be apportioned among the service providers based on their respective annual revenues. The Company submits a schedule of estimated costs to the MIC on a yearly basis. These costs are subject to review by the MIC before being finalized. For the years ended December 31, 2005 and 2006, amounts reimbursed to the Company were (Won)11,194 million and (Won)57,032 million, respectively. The 2006 reimbursement amount included (Won)5,371 million related to prior years’ adjustments.

 

(34) Fourth Quarter Information (Unaudited)

Operating revenues, operating income, net earnings and basic earnings per share for the three-month periods ended December 31, 2005 and 2006 are as follows:

 

    

Millions

(except per share data)

     2005    2006

Operating revenues

   (Won) 2,970,130    2,919,082

Operating income

     259,359    65,972

Net earnings

     108,200    164,019

Basic earnings per share

     508    789

 

39


Independent Accountants’ Review Report on Internal Accounting Control System

English translation of a Report Originally Issued in Korean

To the President of

KT Corporation:

We have reviewed the accompanying Report on the Operations of Internal Accounting Control System (“IACS”) of KT Corporation (the “Company”) as of December 31, 2006. The Company’s management is responsible for designing and maintaining effective IACS and for its assessment of the effectiveness of IACS. Our responsibility is to review management’s assessment and issue a report based on our review. In the accompanying report of management’s assessment of IACS, the Company’s management stated: “Based on the assessment on the operations of the IACS, the Company’s IACS has been effectively designed and is operating as of December 31, 2006, in all material respects, in accordance with the IACS Framework issued by the Internal Accounting Control System Operation Committee.”

We conducted our review in accordance with IACS Review Standards, issued by the Korean Institute of Certified Public Accountants. Those Standards require that we plan and perform the review to obtain assurance of a level less than that of an audit as to whether Report on the Operations of Internal Accounting Control System is free of material misstatement. Our review consists principally of obtaining an understanding of the Company’s IACS, inquiries of company personnel about the details of the report, and tracing to related documents we considered necessary in the circumstances. We have not performed an audit and, accordingly, we do not express an audit opinion.

A company’s IACS is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, however, IACS may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Based on our review, nothing has come to our attention that Report on the Operations of Internal Accounting Control System as of December 31, 2006 is not prepared in all material respects, in accordance with IACS Framework issued by the Internal Accounting Control System Operation Committee.

This report applies to the Company’s IACS in existence as of December 31, 2006. We did not review the Company’s IACS subsequent to December 31, 2006. This report has been prepared for Korean regulatory purposes, pursuant to the External Audit Law, and may not be appropriate for other purposes or for other users.

Seoul, Korea

February 6, 2007

Notice to Readers

This report is annexed in relation to the audit of the non-consolidated financial statements as of and for the year ended December 31, 2006 and the review of internal accounting control system pursuant to Article 2-3 of the Act on External Audit for Stock Companies of the Republic of Korea.


Report on the Operations of Internal Accounting Control System

To Audit Committee of

KT Corporation:

I, as the Internal Accounting Control Officer (“IACO”) of KT Corporation (the “Company”), have assessed the status of the design and operations of the Company’s internal accounting control system (“IACS”) for the year ended December 31, 2006.

The Company’s management including IACO is responsible for the design and operations of its IACS. I, as the IACO, have assessed whether the IACS has been effectively designed and is operating to prevent and detect any error or fraud which may cause any misstatement of the financial statements, for the purpose of establishing the reliability of financial reporting and the preparation of financial statements for external purposes. I, as the IACO, applied the IACS Framework for the assessment of design and operations of the IACS.

Based on the assessment of the operations of the IACS, the Company’s IACS has been effectively designed and is operating as of December 31, 2006, in all material respects, in accordance with the IACS Framework issued by the Internal Accounting Control System Operation Committee.

 

January 29, 2007
Chief Executive Officer Joong–Soo Nam

/s/ Joong–Soo Nam

Chief Financial Officer Haing–Min Kwon

/s/ Haing-Min Kwon


Report on the Operations of Internal Accounting Control System

To the Board of Directors of

KT Corporation:

I, as the Internal Accounting Control Officer (“IACO”) of KT Corporation (the “Company”), have assessed the status of the design and operations of the Company’s internal accounting control system (“IACS”) for the year ended December 31, 2006.

The Company’s management including IACO is responsible for the design and operations of its IACS. I, as the IACO, have assessed whether the IACS has been effectively designed and is operating to prevent and detect any error or fraud which may cause any misstatement of the financial statements, for the purpose of establishing the reliability of financial reporting and the preparation of financial statements for external purposes. I, as the IACO, applied the IACS Framework for the assessment of design and operations of the IACS.

Based on the assessment of the operations of the IACS, the Company’s IACS has been effectively designed and is operating as of December 31, 2006, in all material respects, in accordance with the IACS Framework issued by the Internal Accounting Control System Operation Committee.

 

January 29, 2007
Chief Executive Officer Joong–Soo Nam

/s/ Joong–Soo Nam

Chief Financial Officer Haing–Min Kwon

/s/ Haing–Min Kwon


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Dated: March 21, 2007
KT Corporation
By:  

/s/ Thomas Bum Joon Kim

Name:   Thomas Bum Joon Kim
Title:   Managing Director