Edgar Filing: SK TELECOM CO LTD

(As of June 30, 2009)

Members

Number of

Non-executive Outside

Persons

Executive Directors

Directors

Remarks

Man Won Jung, Sung Min Ha

Rak Yong Uhm, Jae Ho Cho

6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

FOR THE MONTH OF SEPTEMBER 2009

COMMISSION FILE NUMBER 333-04906

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

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

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

Form 20-F þ Form 40-F o

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

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

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

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

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

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

SEMI-ANNUAL BUSINESS REPORT

(From January 1, 2009 to June 30, 2009)

THIS IS A SUMMARY OF THE SEMI-ANNUAL BUSINESS REPORT ORIGINALLY PREPARED IN KOREAN AND IS IN SUCH FORM AS REQUIRED BY THE KOREAN FINANCIAL SERVICES COMMISSION.

IN THE TRANSLATION PROCESS, SOME PARTS OF THE REPORT WERE REFORMATTED, REARRANGED OR SUMMARIZED FOR THE CONVENIENCE OF READERS.

UNLESS EXPRESSLY STATED OTHERWISE, ALL INFORMATION CONTAINED HEREIN IS PRESENTED ON A NON-CONSOLIDATED BASIS IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN KOREA, OR KOREAN GAAP, WHICH DIFFER IN CERTAIN RESPECTS FROM GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN CERTAIN OTHER COUNTRIES, INCLUDING THE UNITED STATES. WE HAVE MADE NO ATTEMPT TO IDENTIFY OR QUANTIFY THE IMPACT OF THESE DIFFERENCES.

Contents


I.	Company Overview	2

II.	Business	11

III.	Financial Information	18

IV.	Auditor’s Opinion	20

V.	Corporate Organization including Board of Directors and Affiliated Companies	22

VI.	Shareholders Information	35

VII.	Employees	38

VIII.	Transactions with Parties Having Interests	39

IX.	Other Information Relating to the Protection of Investors	42

Attachment: Korean GAAP Non-consolidated Financial Statements		46


I.		COMPANY OVERVIEW

1.		Company Overview

A.		Corporate Legal Business Name: SK Telecom Co., Ltd. (The “Company”)

B.		Date of Incorporation: March 29, 1984

C.		Location of Headquarters

	(1)		Address: 11 Euljiro 2-ga, Jung-gu, Seoul, Korea

	(2)		Phone: +82-2-6100-2114

	(3)		Website: http://www.sktelecom.com

Corporate Purpose of the Company

Business Objectives

1. Information and communication business

2. Handset sales and lease business

3. New media business

4. Advertisement business

5. Communication sales business

6. Personal property and real property lease business

7. Research and technology development related to Clause 1 through 4

8. Overseas business and trading business related to Clause 1 through 4

9. Manufacturing and distribution business related to Clause 1 through 4

10. Tourism

11. Electronic financial business

12. Motion picture business (Production, Importation, Distribution, Screening)

13. Any business or undertaking incidental or conducive to the attainment of the objects above

Credit Ratings

(1)

Corporate Bonds


			Credit rating entity
Credit rating date	Subject of rating	Credit rating	(Credit rating range)	Rating classification
June 13, 2006	Corporate bond	AAA	Korea Information Services, Inc.	Regular rating
June 21, 2006	Corporate bond	AAA	Korea Ratings	Regular rating
June 22, 2006	Corporate bond	AAA	Korea Investors Service, Inc.	Regular rating
September 1, 2006	Corporate bond	AAA	Korea Information Services, Inc.	Current rating
September 1, 2006	Corporate bond	AAA	Korea Ratings	Current rating
September 1, 2006	Corporate bond	AAA	Korea Investors Service, Inc.	Current rating
October 27, 2006	Corporate bond	AAA	Korea Information Services, Inc.	Current rating


			Credit rating entity
Credit rating date	Subject of rating	Credit rating	(Credit rating range)	Rating classification
October 27, 2006	Corporate bond	AAA	Korea Ratings	Current rating
May 29, 2007	Corporate bond	AAA	Korea Ratings	Regular rating
June 14, 2007	Corporate bond	AAA	Korea Information Services, Inc.	Regular rating
June 27, 2007	Corporate bond	AAA	Korea Investors Service, Inc.	Regular rating
November 5, 2007	Corporate bond	AAA	Korea Ratings	Current rating
November 5, 2007	Corporate bond	AAA	Korea Information Services, Inc.	Current rating
November 5, 2007	Corporate bond	AAA	Korea Investors Service, Inc.	Current rating
February 20, 2008	Corporate bond	AAA	Korea Ratings	Current rating
February 21, 2008	Corporate bond	AAA	Korea Investors Service, Inc.	Current rating
February 21, 2008	Corporate bond	AAA	Korea Information Services, Inc.	Current rating
June 3, 2008	Corporate bond	AAA	Korea Ratings	Regular rating
June 17, 2008	Corporate bond	AAA	Korea Investors Service, Inc.	Regular rating
June 30, 2008	Corporate bond	AAA	Korea Information Services, Inc.	Regular rating
October 20, 2008	Corporate bond	AAA	Korea Ratings	Current rating
October 20, 2008	Corporate bond	AAA	Korea Investors Service, Inc.	Current rating
October 20, 2008	Corporate bond	AAA	Korea Information Services, Inc.	Current rating
January 13, 2009	Corporate bond	AAA	Korea Ratings	Current rating
January 13, 2009	Corporate bond	AAA	Korea Investors Service, Inc.	Current rating
January 13, 2009	Corporate bond	AAA	Korea Information Services, Inc.	Current rating
February 23, 2009	Corporate bond	AAA	Korea Ratings	Current rating
February 23, 2009	Corporate bond	AAA	Korea Investors Service, Inc.	Current rating
February 23, 2009	Corporate bond	AAA	Korea Information Services, Inc.	Current rating


*		Rating definition: “AAA” — The certainty of principal and interest payment is at the highest level with extremely low investment risk, and is stable in that there is no influence of any environmental change under reasonable expectation conditions.

(2)

Commercial Paper (“CP”)


			Credit rating entity
Credit rating date	Subject of rating	Credit rating	(Credit rating range)	Rating classification
June 13, 2006	CP	A1	Korea Information Services, Inc.	Current rating
June 21, 2006	CP	A1	Korea Ratings	Current rating
June 22, 2006	CP	A1	Korea Investors Service, Inc.	Current rating


			Credit rating entity
Credit rating date	Subject of rating	Credit rating	(Credit rating range)	Rating classification
September 1, 2006	CP	A1	Korea Ratings	Regular rating
December 27, 2006	CP	A1	Korea Information Services, Inc.	Regular rating
December 27, 2006	CP	A1	Korea Investors Service, Inc.	Regular rating
May 29, 2007	CP	A1	Korea Ratings	Current rating
June 14, 2007	CP	A1	Korea Information Services, Inc.	Current rating
June 27, 2007	CP	A1	Korea Investors Service, Inc.	Current rating
November 5, 2007	CP	A1	Korea Ratings	Regular rating
November 5, 2007	CP	A1	Korea Information Services, Inc.	Regular rating
November 5, 2007	CP	A1	Korea Investors Service, Inc.	Regular rating
June 3, 2008	CP	A1	Korea Ratings	Current rating
June 16, 2008	CP	A1	Korea Information Services, Inc.	Current rating
June 17, 2008	CP	A1	Korea Investors Service, Inc.	Current rating
October 20, 2008	CP	A1	Korea Ratings	Regular rating
October 20, 2008	CP	A1	Korea Investors Service, Inc.	Regular rating
October 20, 2008	CP	A1	Korea Information Services, Inc.	Regular rating


*		Rating definition: “A1” — Timely repayment capability is at the highest level with extremely low investment risk, and is stable in that there is no influence of any environmental change under reasonable expectation conditions.

(3)

International Credit Ratings


		Credit rating	Credit rating company
Date of credit rating	Subject of rating	of securities	(Credit rating range)	Rating type
July 9, 2007	Global Bonds	A	Fitch (England)	Current rating
July 9, 2007	Global Bonds	A2	Moody’s (U.S.A.)	Current rating
July 9, 2007	Global Bonds	A	S&P (U.S.A.)	Current rating
April 7, 2009	Offshore Convertible Bonds	A	Fitch (England)	Current rating
April 7, 2009	Offshore Convertible Bonds	A2	Moody’s (U.S.A.)	Current rating
April 7, 2009	Offshore Convertible Bonds	A	S&P (U.S.A.)	Current rating


2.		Company History

Location of Headquarters

	—		22 Dohwa-dong, Mapo-gu, Seoul (July 11, 1988)

	—		16-49 Hangang-ro 3-ga, Yongsan-gu, Seoul (November 19, 1991)

	—		267 Namdaemun-ro 5-ga, Jung-gu, Seoul (June 14, 1995)

	—		99 Seorin-dong, Jongro-gu, Seoul (December 20, 1999)

	—		11 Euljiro 2-ga, Jung-gu, Seoul (December 13, 2004)

	B.		Significant Changes in Management

			At the 25th General Shareholders’ Meeting held on March 13, 2009, Man Won Jung was elected as the Representative Director and Jae Won Chey was elected as an Executive Director while Hyun Chin Lim was re-elected as an Outside Director. Executive Directors Young Ho Park and Shin Bae Kim resigned from the Board on March 12, and on March 13, respectively.

	C.		Other Important Matters related to Management Activities

(1)

Resolution to issue registered offshore unsecured convertible bonds.

In accordance with the resolution of the Board of Directors on March 13, 2009, the Company decided to issue offshore registered, unsecured convertible bonds in order to refinance its maturing offshore unsecured convertible bonds (maturity date: May 27, 2009) originally issued in May of 2004. Details related to the said offshore unsecured convertible bonds to be issued are as follows:


Face value of the Convertible Bonds (“CB”)		US$ 332,528,000 (Won 460, 019 million)
Interest and Payment Terms of the CB		Coupon Rate of 1.75% payable semi-annually
Maturity of the CB		April 7, 2014
Conversion Price and Ratio		Won 230,010 per share, 100%
Shares to be Converted		Registered Common (Treasury) Shares issued by the Company
Conversion Period		From May 18, 2009 to March 28, 2014

(2)

Acquisition of fixed-line network business and related ancillary businesses of SK Networks

In accordance with the resolution of the Board of Directors on May 21, 2009, the Company decided to acquire fixed-line network business and related ancillary businesses (including all assets, liabilities and other rights and obligations related to such businesses) of SK Networks. Through the acquisition, the Company intends to increase the efficiency of its network utilization and provide optimal services by internalizing mobile phone transmission lines. Acquisition price was Won 892,850 million. As of March 31, 2009, the assets and liabilities of the businesses being acquired amounted to Won 654,074 million and Won 627,815 million, respectively. Revenue from the businesses being acquired in 2008 was Won 416,533 million. SK Networks approved the acquisition in its shareholders’ meeting held on July 6, 2009. The acquisition is expected to

close in late September, 2009.

(3)

Purchase of SK Broadband shares

On July 21, 2009, the Company purchased 47,187,105 shares of SK Broadband’s common stock in its rights offering, at Won 5,000 per share (aggregate purchase price of Won 235,935,525,000), to increase competitiveness of the Company’s and its affiliates’ businesses. The Company’s equity interest in SK Broadband increased from 43.4% to 50.6%.

(4)

Payment of interim dividends

In accordance with the resolution of the Board of Directors on July 23, 2009, the Company decided to pay interim dividends as follows:

	(a)		Dividend amount: Won 1,000 per share (aggregate dividend amount of 72,345,003,000)

	(b)		Market dividend rate: 0.57%

	(c)		Record date: June 30, 2009

	(d)		Dividend payment date: within 20 days from the date of the resolution of the Board of Directors


3.		Total Number of Shares

Total number of shares


(As of June 30, 2009)					(Unit: shares)
	Share type
Classification	Common shares		—		Total		Remarks
I. Total number of authorized shares		220,000,000		—		220,000,000		—
II. Total number of shares issued to date		89,278,946		—		89,278,946		—
III. Total number of shares retired to date		8,533,235		—		8,533,235		—
1. Capital reduction		—		—		—		—
2. Share cancellation		8,533,235		—		8,533,235		—
3. Redeemed shares		—		—		—		—
4. Others		—		—		—		—
IV. Total number of shares (II-III)		80,745,711		—		80,745,711		—
V. Number of treasury shares		8,400,708		—		8,400,708		—
VI. Number of shares outstanding (IV-V)		72,345,003		—		72,345,003		—


*		On January 9, 2009, the Company purchased (using retained earnings) and cancelled 448,000 common shares. As the result of such retirement of common shares, the total number of outstanding shares decreased to 80,745,711.

Treasury Stock

(1)

Acquisitions and Dispositions of Treasury Stocks


(As of June 30, 2009)											(Unit: Shares)
Acquisition methods		Type of shares	At the beginning of period		Changes						At the end of period		Remarks
Acquisition methods		Type of shares	At the beginning of period		Acquired (+)			Disposed (-)	Retired (-)		At the end of period		Remarks
Direct acquisi- tion	pursuant to Article 165-2 of the relevant Act¹	Common shares		4,704,828		179,200	²	—		448,000		4,436,028	—

		Preferred shares		—		—		—		—		—	—

	based on reasons other than those stipulated in Article 165-2 of the relevant Act	Common shares		77,970		—		—		—		77,970	—

		Preferred shares		—		—		—		—		—	—

Sub-total		Common shares		4,782,798		179,200				448,000	4,513,998³		—

		Preferred shares		—		—		—		—		—	—

Indirect acquisition through trust and other agreements		Common shares		3,886,710		—		—		—		3,886,710	—

		Preferred shares		—		—		—		—		—	—

Total		Common shares		8,669,508		179,200				448,000		8,400,708	—

		Preferred shares		—		—		—		—		—	—


¹		The “relevant Act” in the above table refers to Financial Investment Services and Capital Markets Act of Korea (“FSCMA”)

²		The 179,200 common shares directly acquired pursuant to Article 165-2 of the FSCMA were acquired for the purpose of retirement; the retirement of such stock was completed on January 9, 2009.

³		Of the 4,513,998 shares of directly acquired treasury stock, 1,999,997 shares were deposited with Korea Securities Depository to be issued upon conversion of the Company’s offshore convertible bonds. (As of June 30, 2009)

(2)

Retirement of Treasury Stock

(Unit: in millions of Won, Shares)

Quantity

Monetary Amount

Retired

Acquisition Period

Retired Date

Retirement Purpose

Type of Share

(shares)

(in millions of Won)

of Retired Shares

Remarks

January 9, 2009

Stabilization of
Share Price

Common

448,000

92,476

December 2, 2008 -
January 7, 2009

—

Total

Common

448,000

92,476

—

Preferred

—

(3)

Execution of Trust Agreements relating to Treasury Stocks, Etc.


	(Amounts: in millions of Won)
		At Start of Period				Executed (+)		Cancelled (-)		At End of Period
Category		Amount		No. of Transactions		Amount	No. of Transactions	Amount	No. of Transactions	Amount		No. of Transactions		Remark
Specified Money Trust			982,000		4	—	—	—	—		982,000		4	1. Extension Date: Oct. 26, 2007 Extension Amount: Won 631,200 2. Extension Date: October 29, 2007 Extension Amount: Won 350,800
Trust Contracts with Asset Management Companies		—		—		—	—	—	—	—		—
Acquisition Contracts with Investment Companies		—		—		—	—	—	—	—		—
Total			982,000		4	—	—	—	—		982,000		4


4.		Status of Voting Rights


(As of June 30, 2009)				(Unit: shares)
Classification		Number of shares		Remarks
Total outstanding shares (A)	Common share		80,745,711	—
Total outstanding shares (A)	Preferred share		—	—
Number of shares without voting rights (B)	Common share		8,400,708	Treasury shares
Number of shares without voting rights (B)	Preferred share		—	Treasury shares
Shares with restricted voting rights under the Korean law (C)	—		—	—
Shares with reestablished voting rights (D)	—		—	—
The number of shares with exercisable voting right s (E = A - B - C - D)	Common share		72,345,003	—
	Preferred share		—	—


5.		Dividends and Others

Dividends

(1) Distribution of cash dividends was approved during the 22nd General Meeting of Shareholders held on March 10, 2006.

— Distribution of cash dividends per share of Won 8,000 (exclusive of interim dividend of Won 1,000) was approved.

(2) Distribution of interim dividends of Won 1,000 was approved during the 270th Board of Directors’ Meeting on July 28, 2006.

(3) Distribution of cash dividends was approved during the 23rd General Meeting of Shareholders held on March 9, 2007.

—Distribution of cash dividends per share of Won 7,000 (exclusive of an interim dividend of Won 1,000) was approved.

(4) Distribution of interim dividends of Won 1,000 was approved during the 283rd Board of Directors’ Meeting on July 27, 2007.

(5) Distribution of cash dividends was approved during the 24th General Meeting of Shareholders held on March 14, 2008.

— Distribution of cash dividends per share Won 8,400 (exclusive of an interim dividend of Won 1,000) was approved.

(6) Distribution of interim dividends of Won 1,000 was approved during the 295th Board of Directors’ Meeting on July 18, 2008.

(7) Distribution of cash dividends was approved during the 25th General Meeting of Shareholders held on March 13, 2009.

— Distribution of cash dividends per share of Won 8,400 (exclusive of an interim dividend of Won 1,000) was approved.

(8) Distribution of interim dividends of Won 1,000 was approved during the 305th Board of Directors’ Meeting on July 23, 2009.


B.		Dividends for the Last 3 Fiscal Years


		(Unit: in millions of Won, except per share value)
		As of and for		As of and for		As of and for
		the six months		the year ended		the year ended
		ended June 30,		December 31,		December 31,
Classification		2009		2008		2007
Par value per share (Won)			500		500		500
Current Period’s net income			628,392		1,277,658		1,642,451
Net income per share (Won)			8,686		17,559		22,607
Total cash dividend			72,345		681,996		682,379
Total stock dividends			—		—		—
Percentage of cash dividend to available income (%)			11.5		53.4		41.5
Cash dividend yield ratio (%)	Common share		0.6		4.5		3.8
	Preferred share		—		—		—
Stock dividend yield ratio (%)	Common share		—		—		—
	Preferred share		—		—		—
Cash dividend per share (Won)	Common share		1,000		9,400		9,400
	Preferred share		—		—		—
Stock dividend per share (share)	Common share		—		—		—
	Preferred share		—		—		—


*		Total cash dividend of Won 681,996 million for the year ended December 31, 2008 includes the total interim dividend amount of Won 72,793 million, and the cash dividend amount per share of Won 9,400 includes the interim cash dividend amount of Won 1,000.

*		Total cash dividend of Won 682,379 million for the year ended December 31, 2007 includes the total interim dividend amount of Won 72,667 million, and the cash dividend amount per share of Won 9,400 includes the interim cash dividend amount of Won 1,000.


II.		BUSINESS


1.		Business Overview

Industry Characteristics

As of June 30, 2009, the number of domestic mobile phone subscribers reached 47.1 million and, with a 95.6% penetration rate, the Korean mobile communication market can be considered to have reached its maturation stage. However, considering the number of European countries with penetration rates exceeding 100%, additional future growth of the domestic market may be possible.

The Korean mobile communications market continues to improve with the help of advances in network-related technology evidenced by the world’s first commercialization of CDMA2000 1x, CDMA 1x EV-DO, and the development of highly advanced handsets that enables the provision of convergence services for multimedia contents, mobile commerce, telematics, satellite DMB, digital home services and other related contents.

Growth Potential


								(Unit: 1,000 persons)
		As of		As of December 31,
Classification		June 30, 2009		2008		2007		2006		2005
Penetration rate (%)			95.6		93.8		89.8		83.2		79.4

Number of subscribers	SK Telecom		23,830		23,032		21,968		20,271		19,530
	Others (KT, LGT)		23,241		22,575		21,529		19,926		18,812
	Total		47,071		45,607		43,497		40,197		38,342


(Source: Korea Communications Commission website)

Domestic and Overseas Market Conditions

The Korean mobile communication market includes the entire population of Korea with mobile communication service needs, and almost every Korean is considered a potential user. Although demand has primarily been in the domestic market, as the business territory expands to overseas market, the size of overseas sales is expected to grow in the near future. Seasonal and economic fluctuations have much less impact on the Korean mobile communication market compared to other industries.

Historical market share of the Company

(As of June 30, 2009)

(Unit: %)

As of

As of December 31,

Classification

June 30, 2009

2008

2007

2006

Mobile communication services

50.6

50.5

50.4

Comparative market share

(As of June 30, 2009)

(Unit: %)

Classification

SK Telecom

KTF

LG Telecom

Market share

50.6

31.3

18.1


(Source: Korea Communications Commission website)


2.		Major Products & Services

Updates on Major Products and Services

(Unit: in millions of Won, %)

Sales amount

Business fields

Sales type

Item

Specific Usage

Major trademarks

(ratio)

Information and communication

Services

Mobile communication

Mobile Phone

June, NATE and others

5,834,512 (98.2%)

—

Others

—

Others

109,848 (1.8%)

Price Fluctuation Trend of Major Products and Services

Based on standard rates, the basic service fee is Won 13,000 per month and the usage fee is Won 20 per 10 seconds. These rates are the same as the rates for 2007 and 2008.


3.		Investment Status

Investment in Progress

(Unit: in 100 millions of Won)

Amount

Investment

Subject of

Total

already

Future

Business field

Classification

period

investment

Investment effect

investments

invested

investment

Network/Common

Upgrade/New
installation

2009

Network, systems and others

Capacity increase and quality improvement; systems improvement

To be determined

6,674

To be determined

Total

—

To be determined

6,674

To be determined

Future Investment Plan

(Unit: in 100 millions of Won)

Expected investment amount

Expected investment for each year

Business field

Asset type

Amount

2009

2010

2011

Investment effect

Network/Common

Network, systems and others

To be determined

Upgrades to the existing services and provision of new services

Total

To be determined

Upgrades to the existing services and provision of new services


4.		Revenues


					(Unit: in millions of Won)
					First Half
Business field		Sales type	Item		2009		2008		2007
Information and communication		Services	Mobile communication	Export		—		—		—
				Domestic		5,834,512		11,492,832		11,083,821
				Subtotal		5,834,512		11,492,832		11,083,821
		—	Others	Export		1,761		5,855		4,101
				Domestic		108,087		175,975		197,979
				Subtotal		109,848		181,830		202,080
	Total			Export		1,761		5,855		4,101
				Domestic		5,942,559		11,668,807		11,281,800
				Total		5,944,360		11,674,662		11,285,901


5.		Derivative Transactions

In order to hedge risks related to fluctuations in currency exchange rates and interest rates, the Company enters into currency swap contracts and interest rate swap contracts. The gain or loss generated from the derivatives contracts is recognized as the gains/losses for the current period or other comprehensive income/loss, in accordance with Korean GAAP. Fair value of our derivatives is calculated using our transaction bank’s valuations. In accordance with the derivatives contracts, our estimated gain/loss on the date of expiration is zero.

A.		Currency Swap

(1)		Purpose of Contracts: Currency Exchange Rate Risk Hedging

(2)		Contract Terms

—		Currency swap contract applying cash flow risk hedge accounting

The Company has entered into a fixed-for-fixed cross currency swap contracts with three banks including Citibank in order to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds (face amounts totaling US$ 300,000,000) issued on April 1, 2004. As of June 30, 2009, in connection with unsettled foreign currency swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 9,014,479,000 (excluding tax effect

totaling Won 3,083,580,000 and foreign exchange translation loss arising from unguaranteed U.S. dollar denominated bonds totaling Won 40,591,528,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with Calyon to hedge the foreign currency risk and the interest rate risk of U.S. dollar denominated long-term borrowings with face amounts totaling US$ 100,000,000 borrowed on October 10, 2006. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 7,355,634,000 (excluding tax effect totaling Won 1,632,809,000 and foreign exchange translation loss arising from U.S. dollar denominated long-term borrowings totaling Won 33,670 million) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with two banks including HSBC in order to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen dominated bonds (56-2) with face amounts totaling JPY 12,500,000,000 issued on November 13, 2007. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to Won 2,059,792,000 (net of tax effect totaling Won 945,677,000 and foreign exchange translation loss arising from unguaranteed Japanese yen dominated bonds totaling Won 62,987,816,000 was accounted for as accumulated other comprehensive gain.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with two banks including DBS in order to hedge the foreign currency risk and interest rate risk of U.S. dollar denominated bonds with face amounts totaling US$ 150,000,000 issued on November 20, 2008. As of June 30, 2008, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to Won 1,156,933,000 (net of tax effect totaling Won 326,314,000 and foreign exchange translation gain arising from U.S. dollar denominated bonds totaling Won 24,459,592,000) was accounted for as accumulated other comprehensive gain.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with Mizuho Corporate Bank in order to hedge the foreign currency risk and the interest rate risk of un-guaranteed Japanese yen dominated bonds (59-2) with face amounts totaling JPY 3,000,000,000 issued on January 22, 2009. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to Won 1,574,649,000 (net of tax effect totaling Won 444,132,000 and foreign exchange translation gain arising from unguaranteed Japanese yen dominated bonds totaling Won 6,038,232,000) was accounted for as accumulated other comprehensive gain.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with The Bank of Tokyo-Mitsubishi in order to hedge the foreign currency risk and the interest rate risk of un-guaranteed Japanese yen dominated bonds (60-2) with face amounts totaling JPY 5,000,000,000 issued on March 5, 2009. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to Won 652,159,000 (net of tax effect totaling Won 183,942,000 and foreign exchange translation gain arising from unguaranteed Japanese yen dominated bonds totaling Won 11,790,260,000) was accounted for as accumulated other comprehensive gain.

— Currency swap contract to which the fair value hedge accounting is applied

The Company has entered into a fixed-for-fixed cross currency swap contract with 10 banks including Hana Bank in order to hedge the foreign exchange risk of U.S. dollar denominated equity securities of China Unicom stocks. In connection with unsettled foreign currency swap contracts to which the fair value accounting is applied, losses on valuation of currency swaps of Won 47,906,521,000 and Won 155,703,801,000 for the six months ended June 30, 2009 and June 30, 2008, respectively, were charged to current operations.

— Currency swap contract to which the hedge accounting is not applied

In addition, the Company has entered into fixed-for-fixed cross currency swap contract with three banks including Morgan Stanley to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds (with face amounts totaling US$400,000,000) issued on July 20, 2007. In connection with unsettled foreign currency swap contracts to which the hedge accounting is not applied, a loss on valuation of currency swap of Won 64,533,708,000 and a gain on valuation of currency swap of Won 51,851,327,000 for the six months ended June 30, 2009 and June 30, 2008, respectively, were charged to current operations.

B.		Interest Rate Swap

(1)		Purpose of Contracts: Interest Rate Risk Hedging

(2)		Contract Terms

—		Interest rate swap contract to which the cash flow risk hedge accounting is applied:

The Company has entered into a floating-to-fixed interest rate swap contract with Shinhan Bank to hedge the interest rate risk of floating rate discounted bill with face amounts totaling Won 200,000 million borrowed on June 29, 2006. As of June 30, 2009, in connection with unsettled interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 2,877,845,000 (net of tax effect totaling Won 811,700,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed interest rate swap contract with three banks including Nonghyup Bank in order to hedge the interest rate risk of long-term floating rate borrowings (totaling Won 500 billion) borrowed between July 28, 2008 and August 13, 2008. As of June 30, 2009, in connection with unsettled interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 15,827,558,000 (net of tax effect totaling Won 4,464,183,000) was accounted for as accumulated other comprehensive loss.

— Interest rate swap contract to which the hedge accounting is not applied

The Company has entered into a floating-to-fixed interest rate swap contract with two banks including DBS in order to hedge the interest rate risk of floating rate foreign currency bonds with face amounts totaling US$220,000,000 issued on April 29, 2009. In connection with this unsettled interest rate swap contract to which the hedge accounting is not applied, loss on valuation of interest rate swap of Won 2,897,336,000 for the six months ended June 30, 2009 was charged to current operations.

Currency Option

	(1)		Purpose of Contracts: Currency Exchange Rate Risk Hedging

	(2)		Contract Terms

	—		Currency option contract to which the hedge accounting is not applied

The Company has entered into a currency put option contract with Calyon bank to hedge the foreign currency risk of US$50,000,000 deposit maturing on July 14, 2009. In connection with this unsettled currency put option contract to which the hedge accounting is not applied, a gain on valuation of currency option of Won 1,013,855,000 for the six months ended June 30, 2009 was accreted to current operations.


6.		Major Contracts

Completion

Contract

Contract Amount

Category

Vendor

Start Date

Date

Title

(Won 100M)

Product

TU Media, ltd.

Feb. 23, 2009

December 31, 2009

2009 Satellite DMB Service
Collaboration Contract

1,008

Service

SK C&C

Feb. 26, 2009

December 31, 2009

2009 IT SM Contract

2,079

Product

SK E&C

Mar. 19, 2009

December 31, 2009

2009 Cell Site Facility
Construction (Seoul Area)

451

Product

SK E&C

Mar. 19, 2009

December 31, 2009

2009 RF Switching Facility
Construction (Seoul Area)

414

Product

SK E&C

Mar. 19, 2009

December 31, 2009

2009 WIBRO Facility
Construction (Seoul Area)

308

Subtotal

4,260


*		Selected among contracts exceeding Won 30 billion and classified by product and service.


7.		R&D Investments


								(Unit: in thousands of Won)
					For the year			For the year
		For the six			ended			ended
		months ended			December			December
Category		June 30, 2009			31, 2008			31, 2007			Remarks
Raw material			11,563			89,176			96,217			—
Labor			30,367,579			38,062,791			39,388,760			—
Depreciation			63,619,972			138,511,764			129,208,262			—
Commissioned service			31,846,607			85,836,738			90,363,645			—
Others			17,370,765			34,539,984			37,609,969			—
Total R&D costs			143,216,486			297,040,453			296,666,853			—
Accounting	Sales and administrative expenses		142,212,749			293,443,380			288,519,863			—
Accounting	Development expenses (Intangible assets)		1,003,738			3,597,072			8,146,990			—
R&D cost / sales amount ratio (Total R&D costs / Current sales amount×100)			2.41	%		2.54	%		2.63	%		—


8.		Other information relating to investment decisions

Trademark Policies

The Company manages its corporate brand and other product brands such as “T” in a comprehensive way to protect and increase their value.

The Company’s ‘Brand Management Council’ in charge of overseeing its systematic corporate branding operates full time to execute decisions involving major brands and operates ‘Brandnet’, an intranet system to manage corporate brands which provide solutions including licensing of the brands and downloading of the Company logos.

Business-related Intellectual Properties

The Company owns intellectual property rights to the design of alphabet “T”. The rights are based on domestic trademark laws and the Company has proprietary and exclusive use of the trademark for 10 years and the rights are renewable. The designed alphabet “T” is registered in all business categories (total of 45) and is being used as the primary brand of the Company.


III.		FINANCIAL INFORMATION

Unaudited Summary Financial Information (Non-consolidated)


(Unit: in millions of Won)
	As of and for the six
	months ended		As of and for the year ended December 31,
Classification / Fiscal Year	June 30, 2009		2008		2007		2006		2005
Current assets		4,781,839		3,990,503		4,094,059		4,189,325		4,172,485
• Quick assets		4,763,062		3,976,576		4,075,378		4,172,887		4,166,500
• Inventory		18,778		13,927		18,681		16,438		5,985
Non-current assets		14,704,076		14,626,992		14,038,451		11,624,728		10,349,191
• Investments		6,191,427		5,668,127		5,940,045		3,547,942		2,366,760
• Property and Equipment		4,618,118		4,698,214		4,594,413		4,418,112		4,595,884
• Intangible assets		2,767,868		2,941,592		3,174,942		3,405,158		3,386,547
• Other non-current assets		1,126,663		1,319,059		329,051		253,516		—

Total assets		19,485,915		18,617,495		18,132,510		15,814,053		14,521,676

Current liabilities		3,217,532		3,412,490		2,484,548		2,985,620		2,747,268
Non-current liabilities		5,335,982		4,475,998		4,221,016		3,522,006		3,516,528

Total liabilities		8,553,514		7,888,488		6,705,564		6,507,626		6,263,796

Capital		44,639		44,639		44,639		44,639		44,639
Capital surplus		3,031,999		2,957,095		2,954,829		2,962,699		2,966,198
Capital adjustment		(-)2,068,335		(-)2,147,530		(-)2,072,486		(-)2,019,568		(-)2,022,817
Other Cumulative Profit and Loss		552,411		373,784		1,594,099		473,904		—
Retained earnings		9,371,687		9,501,018		8,905,865		7,844,753		7,269,861

Total stockholders’ equity		10,932,401		10,729,007		11,426,946		9,306,427		8,257,881

Sales		5,944,360		11,674,662		11,285,900		10,650,952		10,161,129
Operating Profit (or Loss)		1,117,407		2,059,896		2,171,543		2,584,370		2,653,570
Profit (or Loss) from continuing operation before income tax		628,392		1,277,658		1,642,451		1,446,598		1,871,380
Current Period’s Net Profit (or Loss) before income tax		628,392		1,277,658		1,642,451		1,446,598		1,871,380


(Unit: Won)
	For the six months
	ended		For the year ended December 31,
Classification / Fiscal Year	June 30, 2009		2008		2007		2006		2005
Earnings per share		8,686		17,559		22,607		19,734		25,421
Diluted earnings per share		8,567		17,395		22,289		19,458		25,015


2.		Unaudited Summary Financial Information (Consolidated)


(Unit: in millions of Won)
	As of and for the year ended December 31,
Classification / Fiscal Year	2008		2007		2006		2005		2004
Current assets		5,422,447		4,813,072		4,663,962		4,598,580		4,390,692
• Quick assets		5,387,473		4,766,020		4,644,184		4,590,796		4,338,371
• Inventory		34,974		47,052		19,778		7,784		52,321

Non-current assets		17,051,224		14,235,863		11,576,006		10,106,193		9,892,665
• Investments		4,025,429		5,446,711		3,236,783		1,989,934		1,665,841
• Property and Equipment		7,437,689		4,969,353		4,507,335		4,663,369		4,703,922
• Intangible assets		3,978,145		3,433,962		3,518,411		3,452,889		3,522,903
• Other non-current assets		1,609,961		385,836		313,477		—		—

Total assets		22,473,671		19,048,935		16,239,968		14,704,772		14,283,358

Current liabilities		4,628,821		3,016,874		3,208,416		2,863,373		3,066,893
Non-current liabilities		6,020,410		4,344,428		3,548,464		3,513,860		4,010,721

Total liabilities		10,649,231		7,361,302		6,756,880		6,377,233		7,077,614

Capital		44,639		44,639		44,639		44,639		44,639
Capital surplus		2,958,854		2,956,106		2,950,327		2,954,840		2,968,301
Capital adjustment		(-)2,159,389		(-)2,072,723		(-)2,019,567		(-)2,048,515		(-)2,058,292
Other Cumulative Profit/Loss		356,192		1,591,258		490,010		—		—
Retained earnings		9,448,185		8,914,970		7,847,434		7,267,649		6,152,898

Total stockholders’ equity		11,824,440		19,048,935		9,483,088		8,327,540		7,205,743

Sales		14,020,984		11,863,357		11,027,977		10,721,820		10,570,615
Operating Profit (or Loss)		1,752,468		2,101,955		2,621,132		2,670,616		2,439,749
Profit (or Loss) from continuing operation before tax		972,338		1,562,265		1,449,552		1,868,307		1,493,414
Current Period’s Net Profit before tax		972,338		1,562,265		1,449,552		1,868,307		1,493,414


(Unit: Won)
	For the year ended December 31,
Classification / Fiscal Year	2008		2007		2006		2005		2004
Earnings per share in Majority Interest		16,707		22,696		19,801		25,443		20,261
Diluted earnings per share in Majority Interest		16,559		22,375		19,523		25,036		20,092


IV.		AUDITOR’S OPINION

Auditor


Six months ended June 30,	Year ended December 31,
2009	2008	2007	2006
Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC


2.		Audit Opinion


Term	Auditor’s opinion	Issues noted
Six months ended June 30, 2009	Appropriate	—
Six months ended June 30, 2008	Appropriate	—
Year ended December 31, 2008	Appropriate	—
Year ended December 31, 2007	Appropriate	—


3.		Remuneration for Independent Auditors for the Past Three Fiscal Years

Audit Contracts

(Unit: in thousands of Won)

Term

Auditors

Contents

Fee

Total hours

Six months ended June 30, 2009

Deloitte Anjin LLC

Semi-annual review

1,275,000

13,709

Quarterly review

Non-consolidated financial statements audit

Consolidated financial statements audit

Year ended December 31, 2008

Deloitte Anjin LLC

Semi-annual review

1,310,097

13,346

Quarterly review

Non-consolidated financial statements audit

Consolidated financial statements audit

Year ended December 31, 2007

Deloitte Anjin LLC

Semi-annual review

1,066,318

11,468

Quarterly review

Non-consolidated financial statements audit

Consolidated financial statements audit

Non-Audit Services Contract with External Auditors

(Unit: in thousands of Won)

Service

Term

Contract date

Service provided

duration

Fee

Six months ended June 30, 2009

May 13, 2009

Tax consulting

30 days

40,000

May 22, 2009

Tax consulting

10 days

10,000

May 22, 2009

Tax adjustment for fiscal year 2008

20 days

34,000

May 22, 2009

Review of deferred corporate income tax for 1Q and 2Q

10 days

14,000

Year ended December 31, 2008

November 20, 2007

Set up services for agency tax manual

60 days

48,000

March 3, 2008

Tax adjustment for fiscal year 2007

10 days

33,000

May 15, 2008

Tax consulting

5 days

7,500

June 24, 2008

Foreign tax consulting re indirect taxes

4 days

6,000

August 13, 2008

Tax consulting

10 days

9,400

November 1, 2008

Tax consulting

4 days

5,000

November 19, 2008

Tax consulting

10 days

10,800

November 19, 2008

Review of deferred corporate income tax for 1Q and 2Q

10 days

18,000

December 24, 2008

Review of deferred corporate income tax for 3Q

3 days

6,000

December 24, 2008

Tax consulting

3 days

3,600

December 24, 2008

Tax consulting

3 days

3,000

Year ended December 31, 2007

March 30, 2007

Tax adjustment for fiscal year 2006

10 days

30,000

September 28, 2007

Tax consulting for denial of deductions for corporate income tax

1 day

2,000

September 28, 2007

Review of deferred corporate income tax for 1Q and 2Q

6 days

10,000

September 28, 2007

Tax consulting

5 days

9,000

December 31, 2007

Review of deferred corporate income tax for 3Q

2 days

5,000

December 31, 2007

Tax consulting

3 days

3,000


V.		CORPORATE ORGANIZATION INCLUDING BOARD OF DIRECTORS AND AFFILIATED COMPANIES

1.		Board of Directors

A.		Overview of Board of Directors Composition

The Company’s Board of Directors is comprised of eight members: five non-executive outside directors and three executive directors. Within the Board, there are five Committees: Non-executive Outside Director Nomination Committee, Audit Committee, Compensation Committee, CapEx Review Committee, and Corporate Citizenship Committee.

Significant Activities of the Board of Directors


Meeting	Date	Agenda		Approval
300^th (the first meeting of 2009)	January 22, 2009	—	Financial Statements for the year ended December 31, 2008	Approved as proposed
		—	Annual Business Report for the year ended December 31, 2008	Approved as proposed
		—	Annual Business Plan and Budgeting for FY 2009	Approved as proposed
		—	Issuance of Corporate Bonds	Approved as proposed
301^st (the second meeting of 2009)	February 17, 2009	—	Convocation of the 25^th General Meeting of Shareholders	Approved as proposed
301^st (the second meeting of 2009)	February 17, 2009	—	Partnership Agreement with Offshore Private Equity Fund	Approved as proposed
302^nd (the third meeting of 2009)	March 13, 2009	—	Election of the Representative Director	Approved as proposed
		—	Revision to the Regulations for the Board of Directors	Approved as proposed
		—	Appointment of Chairman of the Board of Directors	Approved as proposed
		—	Long-term Financing Plan for Foreign Currency	Approved as proposed
		—	Issuance of Offshore Convertible Bonds and Transfer of Treasury Shares in relation thereto	Approved as proposed
		—	Asset Management Transaction with Affiliated Company (SK Securities)	Approved as proposed
303^rd (the fourth meeting of 2009)	May 21, 2009	—	Election of Committee Members	Approved as proposed
		—	Resolution on Business Acquisition from SK Networks	Approved as proposed
		—	Resolution on Purchase of Investment Securities (SK Broadband)	Approved as proposed


Meeting	Date	Agenda		Approval
304^th (the fifth meeting of 2009)	June 19, 2009	—	Asset Management Transaction with Affiliated Company (SK Securities)	Approved as proposed
305^th (the sixth meeting of 2009)	July 23, 2009	—	Proposal for Interim Dividend	Approved as proposed


		Outside Directors
Meetings	Dates	Attended	Description
The first meeting of 2009 (300th)	January 22, 2009	5 / 5	—
The second meeting of 2009 (301st)	February 17, 2009	5 / 5	—
The third meeting of 2009 (302nd)	March 13, 2009	5 / 5	—
The fourth meeting of 2009 (303rd)	May 21, 2009	5 / 5	—
The fifth meeting of 2009 (304th)	June 19, 2009	5 / 5	—
The sixth meeting of 2009 (305th)	July 23, 2009	4 / 5	—

Committees within Board of Directors

(1)

Committee Structure

Non-executive Outside Director Nomination Committee


*		The Non-executive Outside Director Nomination Committee is a committee established under the provisions of the Articles of Incorporation and Korean Commercial Code.

Audit Committee


*		The Non-executive Outside Director Nomination Committee is a committee established under the provisions of the Articles of Incorporation and Korean Commercial Code.

Compensation Review Committee


(As of June 30, 2009)
Number of	Members
Persons	Executive Directors	Non-executive Outside Directors
5	-	Dal Sup Shim, Rak Yong Uhm, Hyun Chin Lim, Jay Young Chung, Jae Ho Cho


*		The Compensation Review Committee is a committee established by the resolution of the Board of Directors.

Capex Review Committee


*		The Capex Review Committee is a committee established by the resolution of the Board of Directors.

Corporate Citizenship Committee


*		The Corporate Citizenship Committee is a committee established by the resolution of the Board of Directors.

(2)

Activities of the Committees of the Board of Directors (As of June 30, 2009)


				Non-executive Outside Directors
				Dal Sup Shim	Hyun Chin Lim
				(Attendance:	(Attendance:
	Date of			100%)	100%)
Committee Name	Activity	Agenda	Approval	Vote
Non-executive Outside Director Nomination Committee	February 17, 2009	25th General Meeting of Shareholders: Proposal to nominate an Independent Director Hyun Chin Lim	Approved as Proposed	For	For

	June 19, 2009	Proposal to nominate the Head of Committee — Man Won Jung	Approved as Proposed	For	For

Non-executive Outside Directors

Dal Sup Shim

Rak Yong Uhm

Jay Yung Chung

(Attendance:

Date of

100%)

Committee Name

Activity

Agenda

Approval

Vote

CapEx Committee

January 21, 2009

CapEx plan for 2009

Approved as proposed

For

June 19, 2009

Proposal to nominate the Head of Committee — Rak Yong Uhm

Approved as proposed

For

Non-executive Outside Directors

Rak

Dal Sup

Yong

Hyun

Jay Yung

Jae Ho

Shim

Uhm

Chin Lim

Chung

Cho

(Attendance:

Committee

Date of

100%)

Name

Activity

Agenda

Approval

Vote

Compensation Review Committee

June 19, 2009

Proposal to nominate the Head of Committee — Hyun Chin Lim

Approved as proposed

For

Non-executive Outside Directors

Rak Yong

Hyun Chin

Jay Yung

Uhm

Lim

Chung

(Attendance:

Committee

Date of

100%)

Name

Activity

Agenda

Approval

Vote

Corporate Citizenship Committee

June 19, 2009

Proposal to nominate the Head of Committee — Jay Young Chung

Approved as proposed

For

Directors’ Independence

On February 17, 2009, in the notice of the annual General Meeting of Shareholders, background information on Jae Won Chey, Man Won Jung, Hyun Chin Lim, candidates for the Board of Directors, was publicly disclosed. There was no other nomination by shareholders. For the election of the outside directors, the Company has established the Non-executive Outside Director Nomination Committee, which is currently in operation. In the 25th General Meeting of Shareholders held on February 17, 2009, the Committee nominated the outside director candidates.


Name	Outside Director?	Remarks
Man Won Jung	No	¡ During the 303^rd meeting of the Board of the Directors held on May 21^st, 2009, the Non-Executive Outside Director Nomination Committee was established. ¡ Director Shin Bae Kim submitted his resignation on March 13, 2009. ¡ Director Man Won Jung was elected on May 21, 2009.
Sung Min Ha	No
Rak Yong Uhm	Yes
Jae Ho Cho	Yes


2.		Audit System

The Company’s Audit Committee consists of three non-executive outside directors, Dal Sup Shim, Hyun Chin Lim and Jae Ho Cho.

Major activities of the Audit Committee are as follows.


Meeting	Date	Agenda	Approval	Remarks
The first meeting of 2009	January 21, 2009	¡ Issuance of corporate bonds	—	—
		¡ B2B Contract with TU Media	Approved as proposed
		¡ Evaluation of Internal Accounting Controls based on Auditor’s Opinion	Approved as proposed
		¡ 2^nd half 2008 Management Audit Results	—
		¡ Reports on Internal Accounting Management system	—
The second meeting of 2009	February 16, 2009	¡ Reports on 2008 Korean GAAP Audit	—	—
		¡ Report on Review of Internal Accounting Management System	—
		¡ 2009 Management Audit Plan	—
		¡ Auditor’s Report for Fiscal Year 2008	Approved as proposed
		¡ Evaluation of Internal Accounting Management System Operation	Approved as proposed
		¡ Appointment of Auditor for FY 2009-2011	Approved as proposed
		¡ Construction of Mobile Phone Facilities for 2009	Approved as proposed
The third meeting of 2009	March 13, 2009	¡ Purchase of Mobile Phone Relay Device for 2009	Approved as proposed	—
		¡ Construction of Mobile Phone Facilities for 2009	Approved as proposed
		¡ 2009 2Q Transactions with SK C&C Co., Ltd.	Approved as proposed
		¡ Long-term Financing Plan for Foreign Currency	—
		¡ Issuance of Offshore Convertible Bonds and Transfer of Treasury Shares	—
		¡ Asset Management Transaction with Affiliated Company (SK Securities)	—
The fourth meeting of 2009	April 23, 2009	¡ Audit Plan for 2009	—	—
		¡ Auditor Fees for 2009	Approved as proposed
		¡ Re-approval of entire Auditor Services for 2009	Approved as proposed
The fifth meeting of 2009	May 19, 2009	¡ Proposal for entering into an Agency Agreement with SK Marketing & Company for 2009	Approved as proposed	—
The sixth meeting of 2009	June 19, 2009	¡ Proposal to nominate the Chairman of the Committee	Approved as proposed	—
		¡ Proposal for purchase of Mobile Phone Relay Device for 2009	Approved as proposed
		¡ Proposal for construction of Mobile Phone Facilities for 2009	Approved as proposed
		¡ Proposal for 2009 3Q transactions with SK C&C Co., Ltd.	Approved as proposed
		¡ Asset Management Transaction with Affiliated Company (SK Securities)	—
		¡ Reports on 2008 US GAAP Audit	—
The seventh meeting of 2009	July 23, 2009	¡ Proposal for Operation Services of T map Navigation	Approved as proposed	—
		¡ Interim Dividends Plan	—
		¡ Interim Closing of Accounts for Six Months ended June 30, 2009	—


*		The line items that do not show approval are for reporting purposes only.


3.		Shareholders’ Exercises of Voting Rights

Voting System and Exercise of Minority Shareholders’ Rights

Pursuant to the Articles of Incorporation as shown below, the cumulative voting system was first introduced in the General Meeting of Shareholders in 2003.


Articles of Incorporation		Description
Article 32 (3) (Election of Directors)		Cumulative voting under Article 382-2 of the Commercial Code will not be applied for the election of directors.

Article 4 of the 12^th Supplement to the Articles of Incorporation (Interim Regulation)		Article 32 (3) of the Articles of Incorporation shall remain effective until the day immediately preceding the date of the general shareholders’ meeting of 2003.

Also, neither written electronic voting system nor minority shareholder rights is applicable.


4.		Affiliated Companies

Capital Investments between Affiliated Companies


(As of March 31, 2009)							* Based on common shares
	Invested companies
	SK			SK			SK			SK			SK						SK			SK
Investing company	Corporation			Energy			Networks			Telecom			Chemicals			SKC			E&C			Shipping
SK Corporation					33.40	%		39.98	%		23.22	%					42.50	%		0.02	%		72.13	%
SK Energy
SK Networks																							17.71	%
SK Telecom
SK Chemicals																				58.03	%
SKC																							10.16	%
SK E&C
SK Securities
SK C&C		31.82	%
SK Telink
SK E&S
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
Total affiliated companies		31.82	%		33.40	%		39.98	%		23.22	%		0.00	%		42.50	%		58.05	%		100.00	%


	Invested companies
	SK						SK			SK			SK
Investing companies	Securities			Walkerhill			E&S			Gas			C&C			K-Power			DOPCO			CCES
SK Corporation								67.55	%		45.53	%					65.00	%
SK Energy																				38.28	%
SK Networks		22.71	%		50.37	%								15.00	%					4.61	%
SK Telecom														30.00	%
SK Chemicals					0.25	%
SKC		7.73	%		7.50	%
SK E&C
SK Securities


	Invested companies
	SK						SK			SK			SK
Investing companies	Securities			Walkerhill			E&S			Gas			C&C			K-Power			DOPCO			CCES
SK C&C								32.45	%
SK Telink
SK E&S																							100.00	%
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
Total affiliated companies		30.43	%		58.12	%		100.00	%		45.53	%		45.00	%		65.00	%		42.89	%		100.00	%


	Invested companies
	YN			Daehan			SK			SK			SK			Busan			Jeonnam			Gangwon
Investing companies	Energy			City Gas			Sci-tech			NJC			Telink			City Gas			City Gas			City Gas
SK Corporation
SK Energy
SK Networks
SK Telecom														90.77	%
SK Chemicals								50.00	%		60.00	%
SKC
SK E&C
SK Securities
SK C&C
SK Telink
SK E&S		100.00	%		47.62	%											40.00	%		100.00	%		100.00	%
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
Total affiliated companies		100.00	%		47.62	%		50.00	%		60.00	%		90.77	%		40.00	%		100.00	%		100.00	%


	Invested companies
				OK
				Cashbag			Chungnam			SK												Encar
Investing companies	GBES			Service			City Gas			Wyverns			Infosec			MRO Korea			SK Telesys			network
SK Corporation
SK Energy																							87.50	%
SK Networks																	51.00	%
SK Telecom											99.99	%
SK Chemicals
SKC																				77.13	%
SK E&C
SK Securities
SK C&C														74.09	%
SK Telink
SK E&S		100.00	%					100.00	%
SK D&D
SK Communications
SK Broadband
SK Marketing & Company					100.00	%
SK Gas
Total affiliated companies		100.00	%		100.00	%		100.00	%		99.99	%		74.09	%		51.00	%		77.13	%		87.50	%


	Invested companies
	F&U						TU			SK			SK						Loen
Investing companies	Credit Info.			Paxnet			Media			D&D			Utis			Netruck			Entertainment			Independence
SK Corporation
SK Energy																	33.67	%
SK Networks
SK Telecom		50.00	%		59.74	%		44.15	%											63.48	%
SK Chemicals														60.00	%
SKC
SK E&C											44.98	%
SK Securities		40.00	%
SK C&C																							67.78	%
SK Telink
SK E&S
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
Total affiliated companies		90.00	%		59.74	%		44.15	%		44.98	%		60.00	%		33.67	%		63.48	%		67.78	%


	Invested companies
	SK			SK Mobile									NTREEV			SK			SK
Investing companies	Petrochemical			Energy			SKC Media			iHQ			Soft			I-Media			Communications			Ecolgreen
SK Corporation
SK Energy		100.00	%		100.00	%
SK Networks																							59.00	%
SK Telecom											37.09	%		63.70	%					64.82	%
SK Chemicals
SKC								100.00	%
SK E&C
SK Securities
SK C&C
SK Telink																				0.54	%
SK E&S
SK D&D
SK Communications																	100.00	%
SK Broadband
SK Marketing & Company
SK Gas
Total affiliated companies		100.00	%		100.00	%		100.00	%		37.09	%		63.70	%		100.00	%		65.71	%		59.00	%

Invested companies

SKC Air

SKN

Nuri

Commerce

Solmics

Investing companies

I Platform

Gas

Service

Solution

Planet

Real Best

Co., Ltd.

Broadband

SK Corporation

SK Energy

SK Networks

66.67

100.00

SK Telecom

100.00

43.42

SK Chemicals

SKC

80.00

48.70

SK E&C

100.00

SK Securities


	Invested companies
				SKC Air			SKN			Nuri			Commerce						Solmics			SK
Investing companies	I Platform			Gas			Service			Solution			Planet			Real Best			Co., Ltd.			Broadband
SK C&C											46.32	%
SK Telink
SK E&S
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
Total affiliated companies		66.67	%		80.00	%		100.00	%		46.32	%		100.00	%		100.00	%		48.70	%		43.42	%


	Invested companies
													SK
	Hanaro			Broadband			Broadband			Broadband			Marketing &						DOP
Investing companies	Dream			Media			D&M			CS			Company			UB Care			Service			Pana Blu
SK Corporation
SK Energy														50.00	%
SK Networks
SK Telecom														50.00	%
SK Chemicals																	43.97	%
SKC
SK E&C																				3.62	%
SK Securities
SK C&C
SK Telink
SK E&S																				96.38	%
SK D&D
SK Communications
SK Broadband		36.03	%		100.00	%		100.00	%		100.00	%
SK Marketing & Company
SK Gas																							80.36	%
Total affiliated companies		36.03	%		100.00	%		100.00	%		100.00	%		100.00	%		43.97	%		100.00	%		80.36	%


	Invested companies
				Namwon
				Sarang
	WS			Electric						Jeju United			Cross M			MKS						PS &
Investing companies	Commerce			Power			Incyto			FC			Insight			Guarantee			Etoos			Marketing
SK Corporation
SK Energy											100.00	%
SK Networks		100.00	%
SK Telecom																							100.00	%
SK Chemicals
SKC								100.00	%
SK E&C
SK Securities
SK C&C
SK Telink
SK E&S
SK D&D					100.00	%											100.00	%
SK Communications																				100.00	%
SK Broadband
SK Marketing & Company														100.00	%
SK Gas
Total affiliated companies		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%

Invested companies

Green

Investing companies

SK Forest

Bairo

—

SK Corporation

SK Energy

SK Networks

SK Telecom

SK Chemicals

SKC

SK E&C

100.00

SK Securities

SK C&C

SK Telink

SK E&S


	Invested companies
				Green
Investing companies	SK Forest			Bairo			—	—	—	—
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas					69.02	%
Total affiliated companies		100.00	%		69.02	%


VI.		SHAREHOLDERS INFORMATION

1.		Shareholdings of the Largest Shareholder and Related Persons

A.		Shareholdings of the Largest Shareholder and Related Persons


(As of June 30, 2009)				(Unit: Shares, %)
				Number of shares owned and ownership ratio
				Beginning of Period				End of Period
				Number of		Ownership		Number of		Ownership
Name	Relationship	Type of share		shares		ratio		shares		ratio
SK Corporation	Largest Shareholder		Common share		18,748,452		23.09		18,748,452		23.22
Tae Won Chey	Officer of affiliated company		Common share		100		0.00		100		0.00
Shin Won Chey	Officer of affiliated company		Common share		500		0.00		500		0.00
Shin Bae Kim	Officer of affiliated company		Common share		1,270		0.00		1,270		0.00
Man Won Jung	Director		Common share		0		0.00		100
Sung Min Ha	Director		Common share		738		0.00		738		0.00
Bang Hyung Lee	Officer of affiliated company		Common share		200		0.00		200		0.00
Total	—		Common share		18,751,260		23.09		18,751,360		23.22

The table above includes Man Won Jung who was elected as CEO at the March 13, 2009 General Meeting of Shareholders.

Although there has been no change in the number of shares held by the largest shareholder, SK Corporation, due to the Company’s purchase and subsequent retirement of its treasury shares, SK Corporation’s ownership ratio in the Company has increased to 23.22%.

Overview of the Largest Shareholder

SK Corporation is a holding company and as of June 30, 2009, has eight subsidiaries: SK Energy Co., Ltd., SK Telecom Co., Ltd., SK Networks Co., Ltd., SKC Co., Ltd., SK E&S Co., Ltd., SK Shipping Co., Ltd., K-Power Co., Ltd. and SK Gas Co., Ltd. SK Corporation also operates a life science business division within its holding company to nurture the division for future growth. Details of SK Corporation’s subsidiaries are as follows:


Affiliates	Share Holdings			Industry	Description
SK Energy Co., Ltd.		33.40	%	Energy	Publicly Listed
SK Telecom Co., Ltd.		23.22	%	Telecommunication	Publicly Listed
SK Networks Co., Ltd.		39.98	%	Energy Sale	Publicly Listed
SKC Co., Ltd.		42.50	%	Synthetic Resin Manufacturing	Publicly Listed
SK Shipping Co., Ltd.		72.13	%	Ocean Freight	Privately Held
SK E&S Co., Ltd.		67.55	%	Gas Company Holdings	Privately Held
SK Gas Co., Ltd.		45.53	%	Gas	Publicly Listed
K-Power Co., Ltd.		65.00	%	Power Generation	Privately Held


*		The above share holdings are based on common stock holdings as of June 30, 2009.

SK Corporation is a publicly listed company and is required to submit a report of its significant business activities in accordance with Article 161 of the Financial Investment Services and Capital Markets Act. Also as a holding company, SK Corporation is required to report key management activities in accordance with Article 8 of Regulation on Securities Issuance and Disclosure. The rule is applicable to subsidiaries whose book value of the holding company’s shareholding exceeds 10% of its total assets. SK Energy Co., Ltd. and SK Telecom Co., Ltd. are two such subsidiaries.


2.		Changes in shareholdings of the Largest Shareholder

Changes in shareholdings of the largest shareholder are as follows.

(Unit: Shares, %)

Date of the change in the

largest shareholder/

Largest

Date of change in

Shares

Shareholder

shareholding

Held

Holding Ratio

Remarks

SK Corporation

March 7, 2008

18,751,260

23.09

Purchased 1,085,325 shares from SK Networks on March 7, 2008

March 13, 2009

18,751,360

23.22

At the 25^th General Meeting of Shareholders, elected the CEO, Man Won Jung (who owns 100 shares of the Company stock)


*		Shares held are the sum of shares held by SK Corporation and its related parties.


3.		Distribution of Shares

Shareholders with ownership of 5% or more


(As of June 30, 2009)						(Unit: shares, %)
		Common share				Preferred share				Sub-total
		Number of		Ownership		Number of		Ownership		Number of		Ownership
Rank	Name (title)	shares		ratio		shares		ratio		shares		ratio
1	SK Corporation		18,748,452		23.22		—		—		18,748,452		23.22
2	Citibank ADR		18,136,115		22.46		—		—		18,136,115		22.46
3	SK Telecom		8,400,708		10.40		—		—		8,400,708		10.40
Total			45,285,275		56.08		—		—		45,285,275		56.08

Shareholdings under the Employee Stock Ownership Program

As the relevant law requires an immediate transfer of the shares directly purchased by the employees to the account of the individual purchasers, the Company transfers and holds the employees’ stocks in separate individual accounts within the program once the number of shares for each individual member is determined.

(As of June 30, 2009)

(Unit: Shares)

Balance at the beginning

Balance at the end of

of period

period

Classification

Account classification

Type of share

(Unit: Shares)

5th

Employee Stock
Ownership Program
Member Account

Common shares

114,168

108,660

8th

369,887

364,581

Total

484,055

473,241

Shareholder Distribution


(As of June 30, 2009)
	Number of		Ratio		Number of		Ratio
Classification	shareholders		(%)		shares		(%)		Remarks
Total minority shareholders		44,963		99.96		31,037,893		38.44		—
Minority shareholders (corporate)		1,022		2.27		9,565,665		11.85		—
Minority shareholders (individual)		43,941		97.69		21,472,228		26.59		—
Largest Shareholder and Related Persons		7		0.02		18,751,360		23.22		—
Major shareholders		—		—		—		—		—
Other shareholders		8		0.02		30,956,458		38.34		—
Other shareholders (corporate)		6		0.01		12,002,667		14.87		—
Other shareholders (individual)		2		0.01		18,953,791		23.47		—
Total		44,978		100.00		80,745,711		100.00		—


4.		Share Price and Trading Volume in the Last Six Months

Domestic Securities Market


(Unit: Won, shares)
		June		May		April		March		February		January
Types		2009		2009		2009		2009		2009		2009
Common stock	Highest		182,000		183,500		192,500		195,000		204,000		218,000
Common stock	Lowest		170,500		176,500		183,000		180,500		187,500		204,000
Monthly transaction volume			8,063,843		8,352,552		8,931,203		7,342,672		6,530,681		6,947,277

Overseas Securities Market


New York Stock Exchange		(Unit: US$, ADR)
		June		May		April		March		February		January
Types		2009		2009		2009		2009		2009		2009
Depository Receipt	Highest		15.86		16.53		16.42		16.25		16.56		18.35
Depository Receipt	Lowest		14.93		15.38		15.00		12.69		13.39		16.35
Monthly transaction volume			21,790,920		24,558,882		24,230,432		34,913,100		18,710,332		22,262,384


VII.		EMPLOYEES


(As of June 30, 2009)					(Unit: persons, in millions of Won)
	Number of employees
	Office								Average		Aggregate		Average
	managerial		Production						service		wage for		wage per
Classification	positions		positions		Others		Total		year		2009 1Q		person		Remarks
Male		3,863		—		—		3,863		11.4		128,519		33		—
Female		621		—		—		621		9.4		16,643		26		—
Total		4,484		—		—		4,484		11.1		145,162		32		—


VIII.		TRANSACTIONS WITH PARTIES HAVING INTERESTS

Loans to the Largest Shareholder and others

(As of June 30, 2009)

(Unit: in millions of Won)

Name

(Corporate

Account

Change details

Accrued

name)

Relationship

category

Beginning

Increase

Decrease

Ending

interest

Remarks

SK Wyverns

Affiliated company

Long-term and short-term loans

3,557

—

3,557

132

—


(Unit: in millions of Won)
		Investment and Disposal Details
Name			Transaction Details
(Corporate		Types of	Period						Period
Name)	Relation-ship	Investment	Start		Increase		Decrease		End		Remarks
SKT Global Investment	—	Common share		26,044		7,030		—		33,074		—
SK Industrial Development	—	Common share		—		4,773		—		4,773		—
PS & Marketing, ltd.	Affiliated company	Common share		—		150,000		—		150,000		—
SK Telecom China Holdings	—	Common share		23,293		6,302		—		29,595		—
BcN ltd.	—	Common share		—		196		—		196		—
Air Cross Company, ltd.	Affiliated company	Common share		2,440		—		2,440		—		—
Total				51,777		168,301		2,440		217,638		—


2.		Transfer of Assets to/from the Largest Shareholder

Transfer of Assets

(Units: in thousands of Won)

Details

Amount

Name

Purpose

Transferred

(Corporate

Transferred

Date of

From Largest

to Largest

Name)

Relation-ship

Objects

Transfer

Shareholder

Remarks

Encar Network Co., Ltd.

Affiliated Company

Automobiles

Sale of automobiles
not in use

February 26, 2009

—

116,818

—

Encar Network Co., Ltd.

Affiliated Company

Automobiles

Sale of automobiles
not in use

June 15, 2009

—

33,636

—

Total

—

150,454

—

Transfer of Business

(Units: in thousands of Won)

Details

Amount

Transferred

Amount

Name

From

Transferred

(Corporate

Transferred

Purpose of

Date of

Largest

to Largest

Name)

Relation-ship

Objects

Transfer

Shareholder

Remarks

Loen Entertainment Co., Ltd.

Affiliated Company

Entire MelOn business

To facilitate growth of MelOn business through separate management

October 23, 2008

—

24,333,022

—

SK Networks, Ltd.

Affiliated Company

Fixed-line network business, ancillary business, assets, liabilities and all other rights and obligations in connection thereto

Optimize service through increased network efficiency by internalizing mobile phone transmission lines

May 21, 2009

892,850,000

—

Total

892,850,000

24,333,022


3.		Transactions with Shareholders (excluding the Largest Shareholder and Related Persons)

Provisional Payment and Loans (including loans on marketable securities)

Agents

(Unit: in millions of Won)

Name

(Corporate

Account

Change details

Accrued

name)

Relationship

category

Beginning

Increase

Decrease

Ending

interest

Remarks

Hong Eun and others

Agency

Long-term and short-term loans

154,801

137,075

183,244

108,632

—

Overseas investment companies

(Unit: in millions of Won)

Name

(Corporate

Account

Change details

Accrued

name)

Relationship

category

Beginning

Increase

Decrease

Ending

interest

Remarks

DSS Mobile Com. (India)

Overseas Investment company

Long-term loans

18,887

—

18,887

—

Payment guarantee

Equity Investments


(Unit: in millions of Won)
			Investment and Disposition Details
					Transaction Details
Name (Corporate					Start of
Name)	Relation-ship		Category		Period		Increase		Decrease		End of Period		Remarks
Translink L.L.C.		—		—		1,486		305		—		1,791		—
Skylake Global Incubest Fund #1 —Private Equity Investment Firm (SGI 1)		—		—		1,548		110		—		1,658		—
Global Opportunities Breakaway Fund		—		—		—		125,120		—		125,120		—
KTB Investment Association #1		—		—		689		—		689		—		—
Total						3,723		125,535		689		128,569		—


IX.		OTHER INFORMATION RELATING TO THE PROTECTION OF INVESTORS

1.		Developments in the Items mentioned in prior Reports on Important Business Matters

A.		Status and Progress of Major Management Events


Date of
Disclosure	Title	Report		Reports status
October 26, 2001	Resolution on trust agreement for the acquisition of treasury shares and others	1.	Signatories: Shinhan Bank, Hana Bank, Chohung Bank, Korea Exchange Bank	1.	On December 24, 2003, cash surplus amount from the existing trust agreement was partially reduced (Won 318 billion).
		2.	Contract amount: Won 1,300 billion	2.	On September 24, 2004, the Board of Directors extended the term of the specified monetary trust agreement for 3 years.
		3.	Purpose: to increase shareholder value	3.	On October 16, 2007, the Board of Directors extended the term of the specified monetary trust agreement for 3 years.
				4.	As of December 31, 2008, the balance of specified monetary trust for treasury shares was Won 982 billion.

Summary Minutes of the General Meeting of Shareholders


Date	Agenda	Resolution
23^rd Fiscal Year Meeting of Shareholders (March 9, 2007)	1. Approval of the financial statements for the year ended December 31, 2006	Approved (Cash dividend, Won 7,000 per share)
	2. Remuneration limit for Directors
	3. Election of Directors	Approved (Won 12 billion)
	— Election of executive directors
	— Election of independent non-executive directors as Audit Committee members	Approved (Jung Nam Cho, Sung Min Ha) Approved (Dal Sup Shim)
24th Fiscal Year Meeting of Shareholders (March 14, 2008)	1. Approval of the Financial Statements for the year ended December 31, 2007	Approved (Cash dividend, Won 8,400 per share)
	2. Amendment to Articles of Incorporation
	3. Approval of Remuneration Limit for Directors	Approved
	4. Election of Directors	Approved (Won 12 billion)
	— Election of executive directors
	— Election of independent non-executive directors	Approved (Shin Bae Kim, Young Ho Park)
	— Election of independent non-executive directors as Audit Committee member	Approved (Rak Yong Uhm, Jay Young Chung) Approved (Jae Ho Cho)
25th Fiscal Year Meeting of Shareholders (March 13, 2009)	1. Approval of the financial statements for the year ended December 31, 2008	Approved (Cash dividend, Won 8,400 per share)
	2. Approval of Remuneration Limit for Directors
	3. Amendment to Company Regulation on Executive Compensation	Approved (Won 12 billion) Approved
	4. Election of Directors
	— Election of executive directors
	— Election of independent non-executive directors	Approved (Jae Won Chey, Man Won Jung)
	— Election of independent non-executive directors as Audit Committee member	Approved (Hyun Chin Lim) Approved (Hyun Chin Lim)


2.		Contingent Liabilities

A.		Material Legal Proceedings

(1)		Claim for damages by G. Mate Inc.

(a) Details: G.Mate alleged that the Company had engaged G.Mate to develop and deliver certain PDA units, but the Company subsequently refused to take delivery of such units. We appealed against G.Mate’s claim for approximately Won 4 billion in damages.

(b) Date of the Appeal: February 3, 2009

(d) Progress: A mediation requested by G.Mate could not reach an agreement (in January 2007) thus an action for monetary damages was brought before the Seoul Central District Court, to which seven creditors of G.Mate, including DNF Consulting Co., Ltd., requested intervenient participation as successors to part of the claim. On December 4, 2008, the trial court awarded the plaintiffs approximately Won 420 million in damages, to which all of plaintiff, defendant and successors appealed, and the case was submitted as of February 3, 2009 and is currently pending before the Seoul High Court. Two trial sessions were held on May 19, 2009 and June 25, 2009.

(e) Future court dates and the Company’s position: The third trial session is scheduled on August 20, 2009. As to the denied claims concerning the YP3600 model, the Company will continue its defense that ‘no valid contract was executed.’ As to the partial loss concerning the YP3700 model, the Company will do its best to question the statute of limitations and contest the alleged damage claims to either reduce the award amount or to get the claim completely dismissed.

(f) Impacts on operation and finance: As the original judgment was found in our favor in most of the disputed amount except Won 420 million, a similar judgment will not materially adversely impact the Company’s operation and finance. However, as both parties to the lawsuit appealed, it is difficult to anticipate the outcome of the appeals proceedings with certainty. These results and analysis on impact are only anticipations. Actual results of the litigation and actual impact on the Company’s operations and finances may differ depending on future events.

Other Matters

The Company has no other blank bills, mortgage bills, assumption of debt agreement or other contingent liabilities.


3.		Status of sanctions, etc.

Status of sanctions

The Company was sanctioned with a fine of Won 50 million on December 30, 2008 for a violation of Telecommunications Law involving its mismanagement of privacy policy. The Company continues to improve related system security and is implementing system enhancements, such as introduction of scanning devices, to avoid unnecessary keeping of applications at the distributor level.

Due to the Company’s ineffective measures taken with respect to phone numbers that are used for sending illegal unsolicited bulk messages, the Korea Communications Committee ordered the Company to improve its work procedures. The Company expects to complete the upgrade of the related computer system to prevent illegal messages by September 2009.

In addition, on January 21, 2009, the Company was sanctioned for unfair business practices with a fine of Won 1.268 billion by the Fair Trade Commission of Korea along with a correction order of its policy of restricting certain rate plan subscribers from using third party portal contents. The Company has taken efforts to educate applicable divisions of the issue and to improve the level of the voluntary compliance program to comply with fair trade laws to prevent a repeat of the same violation.

Also on February 3, 2009, the Company received a correctional order and a fine of Won 500 million involving an unfair trade interference practice including refusal of applications for subscription for certain PDA phones distributed by third party manufacturers. The Company paid fines related to the sanction and is currently seeking a suspension of execution and is preparing an administrative litigation.

Forward-Looking Statement Disclaimer

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

SK TELECOM CO., LTD.

NON-CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS
ENDED JUNE 30, 2009 AND 2008
AND INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

Independent Accountants’ Review Report

English Translation of a Report Originally Issued in Korean

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

We have reviewed the accompanying non-consolidated statement of financial position of SK Telecom Co., Ltd. (the “Company”) as of June 30, 2009, the related non-consolidated statements of income for the three months and six months ended June 30, 2009 and 2008, and non-consolidated statements of changes in stockholders’ equity and cash flows for the six months ended June 30, 2009 and 2008, all expressed in Korean won. These non-consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to issue a report on these non-consolidated financial statements based on our reviews.

We conducted our reviews in accordance with standards for review of interim financial statements in the Republic of Korea. Those standards require that we plan and perform the review to obtain moderate assurance as to whether the non-consolidated financial statements are free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data, and this provides less assurance than an audit. We have not performed an audit and, accordingly, we do not express an audit opinion.

Based on our reviews, nothing has come to our attention that causes us to believe that the non-consolidated financial statements referred to above are not presented fairly, in all material respects, in conformity with accounting principles generally accepted in the Republic of Korea.

We have previously audited, in accordance with auditing standards generally accepted in the Republic of Korea, the non-consolidated statement of financial position of the Company as of December 31, 2008, and the related non-consolidated statements of income, appropriations of retained earnings, changes in stockholders’ equity and cash flows for the year then ended (not presented herein); and in our report dated January 30, 2009, we expressed an unqualified opinion on those non-consolidated financial statements. The accompanying non-consolidated statement of financial position as of December 31, 2008, which is comparatively presented, does not differ in material respects from such audited non-consolidated statement of financial position.

Our reviews also comprehended the translation of the Korean won amounts into U.S. dollar amounts and nothing has come to our attention that causes us to believe that such translation has not been made in conformity with the basis stated in Note 2. Such U.S. dollar amounts are presented solely for the convenience of readers of financial statements.

Accounting principles and review standards and their application in practice vary among countries. The accompanying financial statements are not intended to present the financial position, results of operations, changes in stockholders’ equity and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to review such 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 about Korean accounting procedures and review standards and their application in practice.

July 24, 2009

Notice to Readers

This report is effective as of July 24, 2009, the accountants’ review report date. Certain subsequent events or circumstances may have occurred between the accountants’ review report date and the time the accountants’ review report is read. Such events or circumstances could significantly affect the accompanying financial statements and may result in modification to the accountants’ review report.

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
JUNE 30, 2009 AND DECEMBER 31, 2008


					Translation into U.S. dollars
	Korean won				(Note 2)
	June 30,		December 31,		June 30,		December 31,
A S S E T S	2009		2008		2009		2008
	(In millions)				(In thousands)

CURRENT ASSETS:
Cash and cash equivalents	W	699,055	W	434,177	$	548,924	$	340,932
Short-term financial instruments		296,632		98,406		232,927		77,272
Short-term investment securities (Note 3)		352,458		369,744		276,763		290,337
Accounts receivable — trade, net of allowance for doubtful accounts of W121,788 million as of June 30, 2009 and W58,404 million as of December 31, 2008 (Note 16)		1,592,761		1,576,459		1,250,696		1,237,895
Short-term loans, net of allowance for doubtful accounts of W1,090 million as of June 30, 2009 and W1,090 million as of December 31, 2008 (Notes 5 and 16)		92,953		107,934		72,990		84,754
Accounts receivable — other, net of allowance for doubtful accounts of W20,981 million and present value of W18,845 million as of June 30, 2009 and W21,071 million and W27,314 as of December 31, 2008 (Note 16)		1,472,276		1,225,983		1,156,086		962,688
Inventories		18,778		13,927		14,745		10,936
Prepaid expenses		95,125		98,273		74,696		77,168
Current deferred income tax assets, net (Note 12)		134,741		21,677		105,804		17,022
Currency swap (Note 18)		—		8,236		—		6,467
Accrued income and other		27,060		35,687		21,248		28,022


Total Current Assets		4,781,839		3,990,503		3,754,879		3,133,493


NON-CURRENT ASSETS:
Property and equipment, net (Notes 6 and 16)		4,618,118		4,698,214		3,626,320		3,689,214
Intangible assets, net (Note 7)		2,767,868		2,941,592		2,173,434		2,309,848
Long-term financial instruments (Note 15)		6,519		19		5,119		15
Long-term investment securities (Note 3)		3,551,682		3,067,389		2,788,914		2,408,629
Equity securities accounted for using the equity method (Note 4)		2,633,226		2,600,719		2,067,708		2,042,182
Long-term loans, net of allowance for doubtful accounts of W22,794 million as of June 30, 2009 and W23,342 million as of December 31, 2008 (Notes 5 and 16)		99,340		131,700		78,005		103,416
Long-term accounts receivable — other, net of present value of W6,237 million as of June 30, 2009 and W45,464 million as of December 31, 2008		464,874		572,139		365,037		449,265
Guarantee deposits (Note 16)		156,700		147,970		123,047		116,192
Long-term currency swap (Note 18)		293,116		356,815		230,166		280,185
Long-term deposits and other		112,633		110,435		88,443		86,717


Total Non-current Assets		14,704,076		14,626,992		11,546,193		11,485,663


TOTAL ASSETS	W	19,485,915	W	18,617,495	$	15,301,072	$	14,619,156

(Continued)

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED)
JUNE 30, 2009 AND DECEMBER 31, 2008


							Translation into U.S. dollars
	Korean won						(Note 2)
	June 30,			December 31,			June 30,			December 31,
LIABILITIES AND STOCKHOLDERS’ EQUITY	2009			2008			2009			2008
	(In millions)						(In thousands)

CURRENT LIABILITIES:
Short-term borrowings	W	131,500		W	154,700		$	103,259		$	121,476
Accounts payable (Note 16)		1,058,736			1,039,509			831,359			816,261
Income tax payable		224,769			322,431			176,497			253,185
Accrued expenses (Note 17)		831,886			692,788			653,228			544,003
Withholdings		358,094			285,164			281,189			223,921
Current portion of long-term debt, net (Note 8)		345,883			708,619			271,600			556,434
Current portion of subscription deposits		7,057			7,082			5,541			5,561
Currency swap (Note 18)		238,265			190,359			187,095			149,477
Interest swap (Note 18)		3,690			—			2,898			—
Advanced receipts and other		17,652			11,838			13,861			9,297


Total Current Liabilities		3,217,532			3,412,490			2,526,527			2,679,615


NON-CURRENT LIABILITIES:
Bonds payable, net (Note 8)		3,698,010			2,882,483			2,903,816			2,263,434
Long-term borrowings (Note 9)		828,470			825,750			650,546			648,410
Subscription deposits		5,171			4,796			4,060			3,766
Long-term payables — other, net of present value discount of W8,106 million as of June 30, 2009 and W15,416 million as of December 31, 2008		161,894			304,584			127,125			239,171
Accrued severance indemnities, net		36,739			24,222			28,849			19,020
Non-current deferred income tax liabilities, net (Note 12)		442,290			279,616			347,303			219,565
Long-term currency swap (Note 18)		37,950			23,947			29,800			18,804
Long-term interest swap (Note 18)		23,189			33,498			18,209			26,304
Guarantee deposits received and other (Notes 16 and 17)		102,269			97,102			80,305			76,248


Total Non-current Liabilities		5,335,982			4,475,998			4,190,013			3,514,722


Total Liabilities		8,553,514			7,888,488			6,716,540			6,194,337


STOCKHOLDERS’ EQUITY:
Capital stock (Notes 1 and 10)		44,639			44,639			35,052			35,052
Capital surplus (Notes 8 and 10)		3,031,999			2,957,095			2,380,839			2,322,022
Capital adjustments:
Treasury stock (Notes 1 and 11)		(1,992,082	)		(2,055,620	)		(1,564,258	)		(1,614,150	)
Loss on disposal of treasury stock (Note 11)		(716	)		—			(562	)		—
Equity method in capital adjustments (Note 4)		(75,537	)		(91,910	)		(59,314	)		(72,171	)
Accumulated other comprehensive income (loss) (Note 13):
Unrealized gains on valuation of long-term investment securities, net (Note 3)		602,967			413,270			473,472			324,515
Equity in other comprehensive loss of affiliates, net (Note 4)		(20,925	)		(4,824	)		(16,430	)		(3,788	)
Loss on valuation of currency swap, net (Note 18)		(10,926	)		(8,532	)		(8,579	)		(6,700	)
Loss on valuation of interest swap, net (Note 18)		(18,705	)		(26,129	)		(14,688	)		(20,517	)
Retained earnings:
Appropriated		8,890,053			8,295,037			6,980,803			6,513,574
Unappropriated		481,634			1,205,981			378,197			946,982


Total Stockholders’ Equity		10,932,401			10,729,007			8,584,532			8,424,819


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	W	19,485,915		W	18,617,495		$	15,301,072		$	14,619,156

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008


	Korean won												Translation into U.S. dollars (Note 2)
	2009						2008						2009						2008
	Three months			Six months			Three months			Six months			Three months			Six months			Three months			Six months
	ended June 30			ended June 30			ended June 30			ended June 30			ended June 30			ended June 30			ended June 30			ended June 30
	(In millions except for per share data)												(In thousands except for per share data)

OPERATING REVENUE (Note 16)	W	3,067,899		W	5,944,360		W	2,931,263		W	5,768,282		$	2,409,029		$	4,667,735		$	2,301,738		$	4,529,472


OPERATING EXPENSES (Note 16):
Labor cost		(81,597	)		(271,048	)		(71,727	)		(236,311	)		(64,073	)		(212,837	)		(56,323	)		(185,560	)
Commissions paid		(1,279,186	)		(2,280,673	)		(1,186,779	)		(2,235,820	)		(1,004,465	)		(1,790,870	)		(931,903	)		(1,755,650	)
Depreciation and amortization (Notes 6 and 7)		(426,941	)		(827,657	)		(403,084	)		(783,723	)		(335,250	)		(649,907	)		(316,517	)		(615,409	)
Network interconnection		(267,725	)		(523,781	)		(262,362	)		(506,406	)		(210,228	)		(411,293	)		(206,016	)		(397,649	)
Leased line		(93,225	)		(191,315	)		(99,918	)		(199,831	)		(73,204	)		(150,228	)		(78,459	)		(156,915	)
Advertising		(62,604	)		(106,681	)		(75,782	)		(127,788	)		(49,159	)		(83,770	)		(59,507	)		(100,344	)
Research and development		(55,023	)		(114,394	)		(50,507	)		(103,322	)		(43,206	)		(89,826	)		(39,660	)		(81,132	)
Rent		(66,182	)		(129,942	)		(56,407	)		(109,907	)		(51,969	)		(102,035	)		(44,293	)		(86,303	)
Frequency usage		(38,956	)		(78,136	)		(40,540	)		(81,417	)		(30,590	)		(61,355	)		(31,834	)		(63,932	)
Repair		(35,189	)		(64,090	)		(38,856	)		(73,358	)		(27,632	)		(50,326	)		(30,511	)		(57,603	)
Cost of goods sold		(8,887	)		(16,195	)		(16,834	)		(38,032	)		(6,978	)		(12,717	)		(13,219	)		(29,864	)
Other		(98,984	)		(223,041	)		(95,516	)		(185,424	)		(77,725	)		(175,141	)		(75,003	)		(145,603	)


Sub-total		(2,514,499	)		(4,826,953	)		(2,398,312	)		(4,681,339	)		(1,974,479	)		(3,790,305	)		(1,883,245	)		(3,675,964	)


OPERATING INCOME		553,400			1,117,407			532,951			1,086,943			434,550			877,430			418,493			853,508


OTHER INCOME:
Interest income (Note 3)		35,053			77,573			14,321			40,484			27,525			60,913			11,245			31,790
Dividends		2			59,293			—			45,868			—			46,559			—			36,017
Commissions (Note 16)		3,669			6,493			3,415			8,370			2,881			5,099			2,682			6,572
Foreign exchange and translation gains (Note 2)		47,863			64,964			72,336			173,169			37,585			51,013			56,802			135,979
Equity in earnings of affiliates (Note 4)		14,536			25,733			12,133			21,939			11,414			20,207			9,527			17,227
Reversal of allowance for doubtful accounts		481			481			1,520			138			378			378			1,194			108
Gain on valuation of short-term investment securities (Note 3)		1,966			7,810						—			1,544			6,133			—			—
Gain on disposal of investment assets		63			63			14,466			14,467			49			49			11,359			11,360
Gain on disposal of property and equipment and intangible assets		153			445			368			976			120			349			289			766
Gain on valuation of currency swap (Note 18)		109,182			—			44,744			63,095			85,734			—			35,135			49,545
Gain on valuation of currency option (Note 18)		1,014			1,014						—			796			796			—			—
Other		10,075			22,943			10,365			19,824			7,912			18,015			8,138			15,567


Sub-total		224,057			266,812			173,668			388,330			175,938			209,511			136,371			304,931

(Continued)

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008


	Korean won												Translation into U.S. dollars (Note 2)
	2009						2008						2009						2008
	Three months			Six months			Three months			Six months			Three months			Six months			Three months			Six months
	ended June 30			ended June 30			ended June 30			ended June 30			ended June 30			ended June 30			ended June 30			ended June 30
	(In millions except for per share data)												(In thousands except for per share data)

OTHER EXPENSES:
Interest and discounts	(W	76,431	)	(W	147,755	)	(W	59,835	)	(W	115,605	)	($	60,016	)	($	116,023	)	($	46,985	)	($	90,777	)
Donations		(10,272	)		(22,693	)		(18,499	)		(29,421	)		(8,066	)		(17,819	)		(14,526	)		(23,102	)
Foreign exchange and translation losses (Note 2)		(133,852	)		(61,055	)		(21,851	)		(43,994	)		(105,106	)		(47,943	)		(17,158	)		(34,547	)
Loss on valuation of short-term investment securities (Note 3)		—			—			(710	)		(2,159	)		—			—			(558	)		(1,695	)
Equity in losses of affiliates (Note 4)		(50,759	)		(98,755	)		(67,929	)		(116,893	)		(39,858	)		(77,546	)		(53,340	)		(91,789	)
Impairment loss on investment securities (Note 3)		—			(3,186	)		—			—			—			(2,502	)		—			—
Loss on disposal of investment assets		(1,542	)		(2,420	)		(126	)		(6,002	)		(1,211	)		(1,900	)		(99	)		(4,713	)
Loss on disposal of account receivable — other (Note 20)		(28,711	)		(28,711	)		—			—			(22,545	)		(22,545	)		—			—
Loss on disposal of property, equipment and intangible assets		(16,021	)		(16,181	)		(17,065	)		(18,054	)		(12,580	)		(12,706	)		(13,400	)		(14,177	)
Loss on transaction and valuation of currency swap (Note 18)		(32,219	)		(135,725	)		(73,408	)		(155,704	)		(25,300	)		(106,577	)		(57,643	)		(122,265	)
Loss on valuation of interest swap (Note 18)		(2,897	)		(2,897	)		—			—			(2,275	)		(2,275	)		—			—
External research and development cost		(13,913	)		(27,818	)		(17,947	)		(35,895	)		(10,925	)		(21,844	)		(14,093	)		(28,186	)
Other		(6,030	)		(8,916	)		(551	)		(5,261	)		(4,734	)		(7,000	)		(432	)		(4,130	)


Sub-total		(372,647	)		(556,112	)		(277,921	)		(528,988	)		(292,616	)		(436,680	)		(218,234	)		(415,381	)


INCOME BEFORE INCOME TAX		404,810			828,107			428,698			946,285			317,872			650,261			336,630			743,058

PROVISION FOR INCOME TAX (Note 12)		(93,167	)		(199,715	)		(130,688	)		(265,390	)		(73,158	)		(156,824	)		(102,621	)		(208,394	)


NET INCOME	W	311,643		W	628,392		W	298,010		W	680,895		$	244,714		$	493,437		$	234,009		$	534,664


NET INCOME PER SHARE
(In Korean won and U.S. dollars) (Note 14)	W	4,308		W	8,686		W	4,094		W	9,357		$	3.383		$	6.821		$	3.215		$	7.347


DILUTED NET INCOME PER SHARE
(In Korean won and U.S. dollars) (Note 14)	W	4,234		W	8,567		W	4,056		W	9,261		$	3.325		$	6,727		$	3.185		$	7.272

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


									Accumulated
									other						Total
	Common		Capital			Capital			comprehensive			Retained			stockholders’
	stock		surplus			adjustments			income			earnings			equity

(In millions of Korean won)

Balance, January 1, 2008	W	44,639	W	2,939,353		(W	2,041,578	)	W	1,589,206		W	8,905,865		W	11,437,485
Cumulative effect of change in accounting policies		—		15,476			(30,908	)		4,893			—			(10,539	)

Adjusted balance, January 1, 2008		44,639		2,954,829		(	2,072,486	)		1,594,099			8,905,865			11,426,946
Cash dividends		—		—			—			—			(609,711	)		(609,711	)
Net income		—		—			—			—			680,895			680,895
Difference between the acquisition cost and the net book value incurred from the transactions between companies under common control companies (Note 4)		—		—			(30,849	)		—			—			(30,849	)
Treasury stock (Note 11)		—		—			49,401			—			—			49,401
Loss on disposal of treasury stock (Note 11)		—		—			(6,275	)		—			—			(6,275	)
Unrealized loss on valuation of long-term investment securities, net (Note 3)		—		—			—			(499,415	)		—			(499,415	)
Equity in other comprehensive loss changes of affiliates, net (Note 4)		—		—			—			(106,030	)		—			(106,030	)
Gain on valuation of currency swap, net (Note 18)		—		—			—			3,337			—			3,337
Loss on valuation of interest swap, net (Note 18)		—		—			—			(48	)		—			(48	)


Balance, June 30, 2008	W	44,639	W	2,954,829		(W	2,060,209	)	W	991,943		W	8,977,049		W	10,908,251


Balance, January 1, 2009	W	44,639	W	2,957,095		(W	2,147,530	)	W	373,785		W	9,501,018		W	10,729,007
Cash dividends		—		—			—			—			(609,203	)		(609,203	)
Net income		—		—			—			—			628,392			628,392
Conversion right		—		73,622			—			—			—			73,622
Treasury stock (Note 11)		—		—			63,538			—			(92,477	)		(28,939	)
Loss on disposal of treasury stock (Note 11)		—		(721	)		(716	)		—			—			(1,437	)
Unrealized loss on valuation of long-term investment securities, net (Notes 3)		—		—			—			189,697			—			189,697
Equity in other comprehensive income changes of affiliates, net (Note 4)		—		2,003			16,373			(16,101	)		(56,043	)		(53,768	)
Loss on valuation of currency swap, net (Note 18)		—		—			—			(2,394	)		—			(2,394	)
Gain on valuation of interest swap, net (Note 18)		—		—			—			7,424			—			7,424


Balance, June 30, 2009	W	44,639	W	3,031,999		(W	2,068,335	)	W	552,411		W	9,371,687		W	10,932,401

(Continued)

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


									Accumulated
									other						Total
	Common		Capital			Capital			comprehensive			Retained			stockholders’
	stock		surplus			adjustments			income			earnings			equity

(Translation into U.S. dollars [Note 2], in thousands)
Balance, January 1, 2008	$	35,052	$	2,308,090			($1,603,124	)	$	1,247,905		$	6,993,220		$	8,981,143
Cumulative effect of change in accounting policies		—		12,153			(24,271	)		3,842			—			(8,276	)

Adjusted balance, January 1, 2008		35,052		2,320,243			(1,627,395	)		1,251,747			6,993,220			8,972,867
Cash dividends		—		—			—			—			(478,768	)		(478,768	)
Net income		—		—			—			—			534,664			534,664
Difference between the acquisition cost and the net book value incurred from the transactions between companies under common control (Note 4)		—		—			(24,224	)		—			—			(24,224	)
Treasury stock (Note 11)		—		—			38,792			—			—			38,792
Loss on disposal of treasury stock (Note 11)		—		—			(4,927	)		—			—			(4,927	)
Unrealized loss on valuation of long-term investment securities, net (Note 3)		—		—			—			(392,159	)		—			(392,159	)
Equity in other comprehensive loss changes of affiliates, net (Note 4)		—		—			—			(83,259	)		—			(83,259	)
Gain on valuation of currency swap, net (Note 18)		—		—			—			2,620			—			2,620
Loss on valuation of interest swap, net (Note 18)		—		—			—			(38	)		—			(38	)


Balance, June 30, 2008	$	35,052	$	2,320,243			($1,617,754	)	$	778,911		$	7,049,116		$	8,565,568


Balance, January 1, 2009	$	35,052	$	2,322,022			($1,686,321	)	$	293,510		$	7,460,556		$	8,424,819
Cash dividends		—		—			—			—			(478,369	)		(478,369	)
Net income		—		—			—			—			493,437			493,437
Conversion right		—		57,811			—			—			—			57,811
Treasury stock (Note 11)		—		—			49,892			—			(72,616	)		(22,724	)
Loss on disposal of treasury stock (Note 11)		—		(566	)		(562	)		—			—			(1,128	)
Unrealized loss on valuation of long-term investment securities, net (Note 3)		—		—			—			148,957			—			148,957
Equity in other comprehensive income changes of affiliates, net (Note 4)		—		1,572			12,857			(12,642	)		(44,008	)		(42,221	)
Loss on valuation of currency swap, net (Note 18)		—		—			—			(1,879	)		—			(1,879	)
Gain on valuation of interest swap, net (Note 18)		—		—			—			5,829			—			5,829


Balance, June 30, 2009	$	35,052	$	2,380,839			($1,624,134	)	$	433,775		$	7,359,000		$	8,584,532

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


							Translation into U.S. dollars
	Korean won						(Note 2)
	2009			2008			2009			2008
	(In millions)						(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:

Net income	W	628,392		W	680,895		$	493,437		$	534,664


Expenses not involving cash payments:
Provision for severance indemnities		18,181			19,961			14,276			15,674
Depreciation and amortization		891,277			848,173			699,864			666,017
Allowance for doubtful accounts		76,933			24,019			60,411			18,861
Foreign translation loss		11,641			41,716			9,141			32,757
Loss on valuation of short-term investment securities		—			2,159			—			1,695
Equity in losses of affiliates		98,755			116,893			77,546			91,789
Impairment loss on investment securities		3,186			—			2,502			—
Loss on disposal of investment assets		2,420			6,002			1,900			4,713
Loss on disposal of property, equipment and intangible assets		16,181			18,054			12,706			14,177
Loss on valuation of currency swap		112,440			155,704			88,292			122,265
Loss on valuation of interest swap		2,897			—			2,275			—
Donations		—			126			—			99
Amortization of discounts on bonds and other		20,558			18,315			16,143			14,381


Sub-total		1,254,469			1,251,122			985,056			982,428


Income not involving cash receipts:
Gain on valuation of short-term investment securities		(7,810	)		—			(6,133	)		—
Foreign translation gain		(46,477	)		(147,981	)		(36,495	)		(116,200	)
Equity in earnings of affiliates		(25,733	)		(21,939	)		(20,207	)		(17,227	)
Gain on disposal of investment assets		(63	)		(14,467	)		(49	)		(11,360	)
Gain on disposal of property, equipment and intangible assets		(445	)		(976	)		(349	)		(766	)
Gain on valuation of currency swap		—			(63,095	)		—			(49,545	)
Gain on valuation of currency option		(1,014	)		—			(796	)		—
Other		(548	)		(1,415	)		(431	)		(1,112	)


Sub-total		(82,090	)		(249,873	)		(64,460	)		(196,210	)


Changes in assets and liabilities related to operating activities:
Accounts receivable — trade		(89,251	)		40,644			(70,083	)		31,915
Accounts receivable — other		(233,699	)		(125,701	)		(183,509	)		(98,705	)
Inventories		(4,851	)		2,788			(3,809	)		2,189
Prepaid expenses		39,402			46,548			30,940			36,551
Advanced payments and other		8,533			(12,627	)		6,700			(9,915	)
Accounts payable		13,389			(170,146	)		10,514			(133,605	)
Income tax payable		(105,782	)		27,772			(83,064	)		21,808
Accrued expenses		140,016			176,025			109,946			138,221
Withholdings		72,930			85,744			57,268			67,329
Current portion of subscription deposits		(25	)		(226	)		(20	)		(177	)
Advanced receipts and other		5,814			(7,792	)		4,564			(6,118	)
Deferred income taxes		(22,022	)		(87,780	)		(17,293	)		(68,928	)
Severance indemnities payments		(15,407	)		(10,426	)		(12,098	)		(8,187	)
Deposits for group severance indemnities and other deposits		9,440			1,697			7,413			1,333
Dividends received from affiliate		6,817			6,394			5,353			5,021


Sub-total		(174,696	)		(27,086	)		(137,178	)		(21,268	)


Net Cash Provided by Operating Activities		1,626,075			1,655,058			1,276,855			1,299,614

(Continued)

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008


							Translation into U.S. dollars
	Korean won						(Note 2)
	2009			2008			2009			2008
	(In millions)						(In thousands)
CASH FLOWS FROM INVESTING ACTIVITIES:

Cash inflows from investing activities:
Withdrawal of short-term financial instruments	W	—		W	1,896		$	—		$	1,489
Withdrawal of long-term financial instruments		—			10,000			—			7,852
Disposal of short-term investment securities, net		25,153			270,495			19,751			212,403
Collection of short-term loans		184,144			116,412			144,597			91,411
Collection of long-term loans		8,119			2,237			6,375			1,757
Proceeds from sales of long-term investment securities		1,865			366,655			1,464			287,911
Proceeds from sales of equity securities accounted for using the equity method		6,444			1,739			5,060			1,365
Decrease in guarantee deposits		12,360			6,143			9,706			4,824
Decrease in other non-current assets		27,594			166,632			21,668			130,845
Proceeds from disposal of property and equipment		1,492			2,810			1,172			2,207
Proceeds from disposal of intangible assets		65			1			51			1


Sub-total		267,236			945,020			209,844			742,065


Cash outflows for investing activities :
Acquisition of short-term financial instruments		(198,226	)		—			(155,654	)		—
Acquisition of long-term financial instruments		(6,500	)					(5,104	)		—
Extension of short-term loans		(138,223	)		(117,817	)		(108,538	)		(92,514	)
Extension of long-term loans		(6,972	)		(90,848	)		(5,475	)		(71,337	)
Acquisition of long-term investment securities		(125,538	)		(10,513	)		(98,577	)		(8,255	)
Acquisition of equity securities accounted for using the equity method		(168,301	)		(1,442,951	)		(132,156	)		(1,133,059	)
Increase in guarantee deposits and other		(87,026	)		(220,803	)		(68,336	)		(173,383	)
Acquisition of property and equipment		(647,652	)		(584,930	)		(508,561	)		(459,309	)
Increase in intangible assets		(6,795	)		(11,568	)		(5,336	)		(9,084	)


Sub-total		(1,385,233	)		(2,479,430	)		(1,087,737	)		(1,946,941	)


Net Cash Used in Investing Activities		(1,117,997	)		(1,534,410	)		(877,893	)		(1,204,876	)


CASH FLOWS FROM FINANCING ACTIVITIES:

Cash inflows from financing activities:
Proceeds from short-term borrowings		100,000			300,000			78,524			235,571
Issuance of bonds		1,114,898			380,042			875,460			298,423
Increase in guarantee deposits received and other		5,830			8,230			4,578			6,462
Proceeds from disposal of treasury stock		—			42,246			—			33,173
Cash inflows from transaction of currency swap		8,236			—			6,467			—
Cash inflows from transaction of currency option		1,014			—			796			—


Sub-total		1,229,978			730,518			965,825			573,629


Cash outflows for financing activities:
Repayment of short-term borrowings		(123,200	)		—			(96,741	)		—
Repayment of current portion of long-term debts		(715,672	)		(411,642	)		(561,973	)		(323,237	)
Payment of dividends		(604,162	)		(609,747	)		(474,411	)		(478,796	)
Decrease in subscription deposits		—			(1,496	)		—			(1,175	)
Decrease in other non-current liabilities		(1,206	)		(7,960	)		(947	)		(6,250	)
Acquisition of treasury stock		(28,938	)		—			(22,723	)		—


Sub-total		(1,473,178	)		(1,030,845	)		(1,156,795	)		(809,458	)


Net Cash Used in Financing Activities		(243,200	)		(300,327	)		(190,970	)		(235,829	)


NET INCREASE IN CASH AND CASH EQUIVALENTS		264,878			(179,679	)		207,992			(141,091	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		434,177			575,646			340,932			452,019


CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	W	699,055		W	395,967		$	548,924		$	310,928

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008


1.		GENERAL

SK Telecom Co., Ltd. (the “Company”) was incorporated in March 1984 under the laws of Korea to engage in providing nationwide cellular telephone communication services in the Republic of Korea. The Company’s common shares and depositary receipts (DRs) are listed on the Stock Market of Korea Exchange (formerly “Korea Stock Exchange”) and the New York and London Stock Exchanges, respectively. As of June 30, 2009, the Company’s total issued shares are held by the following:


			Percentage of
	Number of shares		total shares issued (%)

SK Group		18,748,452		23.22
POSCO Corp.		2,341,569		2.90
Institutional investors and other minority shareholders		51,254,982		63.48
Treasury stock		8,400,708		10.40

		80,745,711		100.00


2.		SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying non-consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the Republic of Korea (“Korean GAAP”) which is the same as accounting policies for annual financial statements for the year ended December 31, 2008, except for the following:

	a.		Revision of External Audit Law

			In accordance with the revised External Audit Law of Korea, effective January 1, 2009, the title of “Balance Sheet” was replaced with “Statement of Financial Position”.

		The Company maintains its official accounting records in Korean won and prepares statutory non-consolidated financial statements in Korean language (Hangul) in conformity with Korean GAAP. Certain accounting principles applied by the Company that conform with financial accounting standards and accounting principles in the Republic of Korea may not conform with accounting principles generally accepted in other countries. Accordingly, these financial statements are intended for use by those who are informed about Korean accounting principles and practices. The accompanying financial statements have been condensed, restructured and translated into English with certain expanded descriptions from the Korean language financial statements. Certain information included in the Korean language financial statements, but not required for a fair presentation of the Company’s financial position, results of operations, changes in stockholders’ equity or cash flows, is not presented in the accompanying financial statements.

		The accompanying non-consolidated financial statements are stated in Korean won, the currency of the country in which the Company is incorporated and operates. The translation of Korean won amounts into U.S. dollar amounts is included solely for the convenience of readers of financial statements and has been made at the rate of W1,273.50 to US$1.00, the Noon Buying Rate in the City of New York for cable transfers in Korean won as certified for customs purposes by the Federal Reserve Bank of New York on the last business day of the period ended June 30, 2009. Such translations into U.S. dollars should not be construed as representations that the Korean won amounts could be converted into U.S. dollars at that, or any other rate.


3.		INVESTMENT SECURITIES

	a.		Short-term Investment Securities

			Short-term investment securities as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):

December 31,

June 30, 2009

2008

Acquisition

Carrying

Fair value and

cost

Fair value

amount

carrying amount

Trading securities (Note a)

350,000

348,850

366,040

Current portion of long-term investment securities (Note b)

3,557

3,608

3,704

Total

353,557

352,458

369,744


(Note a)		The Company’s trading securities as of June 30, 2009 are all beneficiary certificates, and the difference between the fair value and acquisition cost was recorded in other income (expenses) as gain (loss) on valuation of short-term investment securities.

(Note b)		The difference between the fair value and acquisition cost was recorded as unrealized gain (loss) on valuation of long-term investment securities in other comprehensive income.

	b.		Long-term Investment Securities

			Long-term investment securities as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


	June 30, 2009			December 31, 2008

Available-for-sale equity securities	W	3,460,654		W	3,066,306
Available-for-sale debt securities		94,636			4,787


Total		3,555,290			3,071,093
Less: current portion		(3,608	)		(3,704	)


Long-term portion	W	3,551,682		W	3,067,389

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

			Available-for-sale equity securities as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


	June 30, 2009									Carrying amount
	Number of		Percentage		Acquisition					June		December
	shares		(%)		cost		Fair value			30, 2009		31, 2008
(Investments in listed companies)
Digital Chosunilbo Co., Ltd.		2,890,630		7.8	W	5,781	W	8,585		W	8,585	W	5,636
KRTnet Corporation		234,150		4.4		1,171		1,409			1,409		1,098
POSCO Corp.		2,481,310		2.8		332,662		1,050,835			1,050,835		942,898
LG Powercomm Co., Ltd.		6,000,000		4.5		240,243		38,520	(Note a)		38,520		39,000
nTels Co., Ltd.		205,200		6.2		34		616			616		504
Qualcomm Inc.		55,805		0.1		2,756		3,240			3,240		2,514
China Unicom Ltd.		899,745,075		3.8		1,333,009		1,530,287			1,530,287		1,357,648
DAEA TI Co., Ltd.		—		—		—		—	(Note b)		—		89
Extended Computing Environment Co., Ltd.		—		—		—		—	(Note b)		—		40

Sub-total						1,915,656		2,633,492			2,633,492		2,349,427


(Investments in non-listed companies)
SK C&C Co., Ltd.		15,000,000		30.0		501,651		665,340	(Note c)		665,340		676,716
The Korea Economic Daily		2,585,069		13.8		13,964	(Note e)				13,964		13,964
Others						158,394	(Notes d&e)				9,746		12,932

Sub-total						674,009					689,050		703,612

(Investments in funds)
Global Opportunities Breakaway Fund						125,120	(Notes e&f)				125,120		—
Others						12,992	(Note e)				12,992		13,267

Sub-total						138,112					138,112		13,267


Total					W	2,727,777				W	3,460,654	W	3,066,306


(Note a)		As the common stocks of LG Powercomm Co., Ltd. were listed on the stock Market of Korea Exchange during the year ended December 31, 2008, the Company recorded the investment at its market value as of June 30, 2009. In addition, as the difference between the market value and carrying value of the investments is material and the market value is significantly less than the acquisition cost over the long-term period, the Company recorded W201,243 million of impairment loss on investment securities for the year ended December 31, 2008.

(Note b)		The investments in common stock of DAEA TI Co., Ltd. and Extended Computing Environment Co., Ltd. were all sold during the six months ended June 30, 2009 and the Company recorded W1,541 million of loss on disposal of long term investment securities.

(Note c)		The number of shares held by the Company increased to 15,000,000 shares from 6,000,000 shares as the SK C&C performed stock split of 1:2.5 for the six months ended June 30, 2009. The Company recorded its investments in common stock of SK C&C Co., Ltd. at its fair value, which was estimated with the assistance of an outside professional valuation company using the present value of expected future cash flows and the unrealized gain on valuation of investments totals W241,790 million (net of tax effect of W77,194 million) and W250,413 million (net of tax effect of W79,947 million) as of June 30, 2009 and December 31, 2008, respectively.

(Note d)		Due to the impairment of the investment of Mobinex Inc. and others, the Company recorded W3,186 million of impairment loss on investment securities for the six months ended June 30, 2009.


(Note e)		As a reasonable estimate of fair value could not be made, the investment is stated at acquisition cost.

(Note f)		For the six months ended June 30, 2009, the Company entered into limited partnership agreement with overseas private fund. In accordance with the partnership agreement, the Company has contributed US$ 100million out of total capital commitment of US$ 200million.

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

			Available-for-sale debt securities as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


					Carrying amount
					June			December
	Maturity	Acquisition cost			30, 2009			31, 2008

Public bonds	(Note a)	W	104		W	104		W	1,236
Closed beneficiary certificates (Note b)	October, 2009		3,501			3,552			3,551
Subordinated bonds (Note c)	October, 2009		90,980			90,980			—


Total			94,585			94,636			4,787
Less current portion			(3,557	)		(3,608	)		(3,704	)


Long-term available-for-sale debt securities		W	91,028		W	91,028		W	1,083

The interest income incurred from available-for-sale debt securities for the six months ended June 30, 2009 and 2008, and for the three months ended June 30, 2009 and 2008 were W161 million and W2,756 million, W90 million and W1,336 million, respectively.


(Note a)		The maturities of public bonds as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


Maturity	June 30, 2009		December 31, 2008

Within one year	W	57	W	153
After one year but within five years		47		1,083


	W	104	W	1,236



(Note b)		Returns on the closed beneficiary certificates were accounted for as interest income.

(Note c)		The Company purchased subordinated bonds issued by special purpose company in the asset-backed securitization of accounts receivable-other resulting from its mobile phone financing plan (See Note 20).

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

			The changes in unrealized gains (losses) on investments in common stock for the six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	For the six months ended June 30, 2009
							Transferred to
	Beginning			Increase			realized		Ending
	balance			(decrease)			gain (loss)		balance
Available-for-sales securities:
Unrealized gain on valuation of long-term Investment securities	W	941,096		W	100,169		W	—	W	1,041,265
Unrealized loss on valuation of long-term Investment securities		(401,945	)		142,712			—		(259,233	)


Sub-total		539,151			242,881			—		782,032
Less tax effect		(125,881	)		(53,184	)		—		(179,065	)


Total	W	413,270		W	189,697		W	—	W	602,967


	For the six months ended June 30, 2008
							Transferred to
	Beginning			Increase			realized			Ending
	balance			(decrease)			gain (loss)			balance
Available-for-sales securities:
Unrealized gain on valuation of long-term Investment securities	W	2,402,284		(W	685,469	)	(W	9,389	)	W	1,707,426
Unrealized loss on valuation of long-term Investment securities		(158,575	)		858			5,152			(152,565	)


Sub-total		2,243,709			(684,611	)		(4,237	)		1,554,861
Less tax effect		(617,020	)		188,268			1,165			(427,587	)


Total	W	1,626,689		(W	496,343	)	(W	3,072	)	W	1,127,274

EQUITY SECURITIES ACCOUNTED FOR USING THE EQUITY METHOD

Equity securities accounted for using the equity method of accounting as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


	June 30, 2009										Carrying amount
			Ownership
	Number		percentage		Acquisition		Net asset				June 30,		December
	of shares		(%)		cost		value				2009		31, 2008

SK Broadband Co., Ltd.		102,451,249		43.4	W	1,209,629	W	520,953			W	1,049,941	W	1,146,736
SK Communications Co., Ltd.		28,029,945		64.8		175,441		130,254				141,731		147,392
SK Telink Co., Ltd.		943,997		90.8		5,296		119,657				119,656		112,358
SK Marketing & Company Co., Ltd.		5,000,000		50.0		190,000		103,550				103,550		101,345
PS&Marketing Corporation		30,000,000		100.0		150,000		140,372		(Note a)		140,372		—
SK Wyverns Baseball Club Co., Ltd.		199,997		100.0		1,000		(2,048	)			—		—
Paxnet Co., Ltd.		5,590,452		59.7		26,563		15,884				30,367		30,086
F&U Credit Information Co., Ltd.		300,000		50.0		2,410		3,665				4,157		4,244
TU Media Corp.		28,538,064		44.2		151,980		12,593				12,593		14,847
Aircross Co., Ltd.		—		—		—		—		(Note b)		—		7,289
IHQ, Inc.		14,960,784		37.1		51,846		12,991				24,005		26,957
Ntreev Soft Co., Ltd.		2,064,970		63.7		33,120		8,697				8,995		9,575
Commerce Planet Co., Ltd.		29,396		100.0		14,344		1,107				1,107		1,535
Loen Entertainment, Inc.		16,054,812		63.5		57,874		38,167				38,983		35,895
Harex Info Tech, Inc.		225,000		21.2		3,375		245				421		598
SK Mobile		—		20.0		4,930		2,111				2,111		2,111
SKT Vietnam PTE Ltd.		180,476,700		73.3		191,273		101,152				101,152		112,160
Skytel Co., Ltd.		1,951,777		29.3		2,159		14,735				14,735		12,381
SK China Company Ltd.		94,960		29.7		6,159		4,556				3,470		3,657
SK Telecom China Co., Ltd.		—		100.0		7,340		10,258				10,258		7,157
TR Entertainment		13,542,553		42.2		10,953		2,710				8,759		9,626
ULand Company Ltd.		14,100,100		70.2		17,511		4,571				4,571		5,401
Virgin Mobile USA, Inc.		13,940,549		16.6		62,096		(59,948	)			52,726		62,096
SKT Americas, Inc.		109		100.0		17,467		31,420				31,420		36,126
SK Telecom China Holding Co., Ltd.		—		100.0		29,595		34,085		(Note c)		34,085		30,780
SK USA, Inc.		49		49.0		3,184		5,249				5,249		5,041
Helio, Inc.		794,375		14.3		1,342		116				116		116
Korea IT Fund		190		63.3		190,000		210,166				210,166		210,725
1st Music Investment Fund of SK-PVC		1,385		69.3		6,925		4,660				4,660		5,688
2nd Music Investment Fund of SK-PVC		1,585		79.3		7,925		7,894				7,894		8,441
SK-KTB Music Investment Fund		297		74.2		14,850		13,488				13,488		13,954
IMM Cinema Fund		120		45.6		12,000		8,241				8,241		8,435
Michigan Global Cinema Fund		40		36.4		4,000		3,577				3,577		3,577
3rd Fund of Isu Entertainment		25		31.3		2,500		1,568				1,568		1,568
SK Telecom Advanced Tech & Service Center		—		100.0		6,989		9,828				9,828		10,053
Cyworld China Holdings		10,500,000		53.8		10,272		1,175				1,175		2,117
Magic Tech Network		4,500		30.0		8,494		2,162				7,107		7,725
SK Telecom Global Investment B.V.		18,000		100.0		33,074		38,674		(Note c)		38,674		31,866
SKY Property Mgmt. Ltd.		22,980		60.0		283,367		294,072				294,072		287,405
Wave City Development Co. Ltd.		382,000		19.1		1,967		1,908				1,908		1,908


	June 30, 2009									Carrying amount
			Ownership
	Number		percentage		Acquisition		Net asset					December
	of shares		(%)		cost		value			June 30, 2009		31, 2008
Prmaxsoftware Tech. Co., Ltd.		—		91.4		7,127		6,437			6,782		7,127
Benex Digital Cultural Contents Fund		50		19.9	W	5,000	W	5,068		W	5,068	W	5,068
Benex Focus Limited Partnership II		200		66.7		20,000		20,043			20,043		20,089
K-net Culture & Contents Venture Fund		59		59.0		5,900		5,856			5,856		5,856
Open Innovation Fund		200		98.5		20,000		20,055			20,055		20,044
Other investments in affiliates						28,534			(Note d)		28,534		23,564


Total					W	3,095,811				W	2,633,226	W	2,600,719


(Note a)		For the Six months ended June 30, 2009, the Company acquired 30,000,000 shares of PS&Marketing Corporation. As a result, the Company holds 100.0% of PS&Marketing Corporation.

(Note b)		For the Six months ended June 30, 2009, Aircross Co., Ltd. was fully liquidated.

(Note c)		For Six months ended June 30, 2009, the Company additionally invested W6,302 million in SK Telecom China Holding Co., Ltd. and W7,030 million in SK Telecom Global Investment B.V..

(Note d)		As allowed under Korean GAAP, investments in equity securities of SK Telecom Europe Limited and others were stated at their acquisition cost instead of amount valued using the equity method of accounting, as changes in the Company’s portion of stockholders’ equity of such investees were not expected to be material.

Details of the changes in investments in affiliates accounted for using the equity method for the three months and six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


		For the six months ended June 30, 2009
									Equity in						Equity			Equity
						Equity in			other com-						method in			method in						Other
		Beginning		Acquisi		earnings			prehensive			Capital			retained			capital			Dividend			increase			Ending
		balance		-tion		(losses)			income			surplus			earnings			adjustments			received			(decrease)			balance
SK Broadband Co., Ltd.	(Note a)	W	1,146,736	W	—	(W	36,415	)	W	662		W	—		(W	56,043	)	(W	4,999	)	W	—		W	—		W	1,049,941
SK Communications Co., Ltd.	(Note a)		147,392		—		(7,273	)		(18,629	)		2,039			—			18,202			—			—			141,731
SK Telink Co., Ltd.	(Notes a and c)		112,358		—		13,353			270			—			—			—			(6,325	)		—			119,656
SK Marketing & Company Co., Ltd.	(Note a)		101,345		—		7,082			(4,877	)		—			—			—			—			—			103,550
PS&Marketing Corporation	(Note a)		—		150,000		(9,628	)		—			—			—			—			—			—			140,372
SK Wyverns Baseball Club Co., Ltd.	(Note b)		—		—		(1	)		—			—			—			—			—			—			—
Paxnet Co., Ltd.	(Notes a and c)		30,086		—		773			(281	)		—			—			281			(492	)		—			30,367
F&U Credit Information Co., Ltd.	(Note b)		4,244		—		(87	)		—			—			—			—			—			—			4,157
TU Media Corp.	(Note a)		14,847		—		(2,254	)		36			(36	)		—			—			—			—			12,593
Aircross Co., Ltd.	(Note d)		7,289		—		—			—			—			—			—			—			(7,289	)		—
IHQ, Inc.	(Note a)		26,957		—		(3,819	)		(5,103	)		—			—			5,970			—			—			24,005
Ntreev Soft Co., Ltd.	(Note a)		9,575		—		(637	)		8			—			—			49			—			—			8,995
Commerce Planet Co., Ltd.	(Note b)		1,535		—		(428	)		—			—			—			—			—			—			1,107
Loen Entertainment, Inc.	(Note a)		35,895		—		421			2,989			—			—			(322	)		—			—			38,983
Harex Info Tech, Inc.	(Note b)		598		—		(177	)		—			—			—			—			—			—			421
SK Mobile	(Note b)		2,111		—		—			—			—			—			—			—			—			2,111
SKT Vietnam PTE Ltd.	(Note a)		112,160		—		(13,683	)		2,675			—			—			—			—			—			101,152
Skytel Co., Ltd.	(Note a)		12,381		—		3,709			(1,355	)		—			—			—			—			—			14,735
SK China Company Ltd.	(Note b)		3,657		—		(176	)		(11	)		—			—			—			—			—			3,470
SK Telecom China Co., Ltd.	(Note b)		7,157		—		5			3,096			—			—			—			—			—			10,258
TR Entertainment	(Note a)		9,626		—		(932	)		65			—			—			—			—			—			8,759
ULand Company Ltd.	(Note a)		5,401		—		(935	)		105			—			—			—			—			—			4,571
Virgin Mobile USA, Inc.	(Note a)		62,096		—		(9,216	)		(154	)		—			—			—			—			—			52,726
SKT Americas, Inc.	(Note a)		36,126		—		(4,629	)		(77	)		—			—			—			—			—			31,420
SK Telecom China Holding Co., Ltd.	(Note a)		30,780		6,302		(3,518	)		521			—			—			—			—			—			34,085
SK USA, Inc.	(Note b)		5,041		—		182			26			—			—			—			—			—			5,249
Helio, Inc.	(Note b)		116		—		—			(26	)		—			—			26			—			—			116
Korea IT Fund	(Note a)		210,725		—		(734	)		175			—			—			—			—			—			210,166
1st Music Investment Fund of SK-PVC	(Note b)		5,688		—		(1,181	)		153			—			—			—			—			—			4,660
2nd Music Investment Fund of SK-PVC	(Note b)		8,441		—		(547	)		—			—			—			—			—			—			7,894
SK-KTB Music Investment Fund	(Note a)		13,954		—		(600	)		133			—			—			1			—			—			13,488
IMM Cinema Fund	(Note a)		8,435		—		(194	)		—			—			—			—			—			—			8,241
Michigan Global Cinema Fund	(Note b)		3,577		—		—			—			—			—			—			—			—			3,577
3rd Fund of Isu Entertainment	(Note b)		1,568		—		—			—			—			—			—			—			—			1,568
SK Telecom Advanced Tech & Service Center	(Note b)		10,053		—		(194	)		(31	)		—			—			—			—			—			9,828
Cyworld China Holdings	(Note b)		2,117		—		179			(193	)		—			—			(928	)		—			—			1,175
Magic Tech Network	(Note b)		7,725		—		(618	)		—			—			—			—			—			—			7,107
SK Telecom Global Investment B.V.	(Note a)		31,866		7,030		17			(239	)		—			—			—			—			—			38,674
SKY Property Mgmt. Ltd.	(Note a)		287,405		—		(487	)		7,154			—			—			—			—			—			294,072
Wave City Development Co. Ltd.	(Note b)		1,908		—		—			—			—			—			—			—			—			1,908
Prmaxsoftware Tech. Co., Ltd.	(Note b)		7,127		—		(345	)		—			—			—			—			—			—			6,782
Benex Digital Cultural Contents Fund	(Note b)		5,068		—		—			—			—			—			—			—			—			5,068
Benex Focus Limited Partnership II	(Note a)		20,089		—		(46	)		—			—			—			—			—			—			20,043
K-net Culture & Contents Venture Fund	(Note b)		5,856		—		—			—			—			—			—			—			—			5,856
Open Innovation Fund	(Note a)		20,044		—		11			—			—			—			—			—			—			20,055


Total		W	2,577,155		163,332		(73,022	)		(12,908	)		2,003			(56,043	)		18,280			(6,817	)		(7,289	)	W	2,604,692

For the six months ended June 30, 2009

Equity in

Equity

Equity in

other com-

method in

Other

Beginning

Acquisi

earnings

prehensive

Capital

retained

capital

Dividend

increase

Ending

balance

-tion

(losses)

income

surplus

earnings

adjustments

received

(decrease)

balance

Less: three months ended March 31, 2009

7,030

(36,800

)

16,418

1,758

(56,043

)

17,921

(6,817

)

(7,289

)

Three months ended June 30, 2009

156,302

(W36,222

)

(W29,326

)

245

—

359

—


(Note a)		Investments were recorded using the equity method of accounting based on unaudited and unreviewed financial statements as of and for the six months ended June 30, 2009. In order to verify the reliability of such unaudited and unreviewed financial statements, the Company has performed the following procedures and found no significant errors:



	i)		obtained the signature from the chief executive officer of the equity method investee asserting that the unaudited and unreviewed financial statements are accurate

	ii)		checked whether the major transactions identified by the Company, including public disclosures, were appropriately reflected in the unaudited and unreviewed financial statements

	iii)		performed an analytical review on the unaudited and unreviewed financial statements



(Note b)		Investments in equity securities are carried using the equity method of accounting based on the financial statements as of December 31, 2008 as information as of June 30, 2009 was not available and the change in the Company’s portion of stockholders’ equity of the investee for the six months ended June 30, 2009 was immaterial.

(Note c)		The Company received dividends from SK Telink Co., Ltd. and Paxnet Co., Ltd., and the corresponding amount was deducted from the carrying amount of equity method securities.

(note d)		Other decrease in investments in Aircross Co., Ltd. represents the collection of the Company’s investment resulting from the full liquidation of Aircross Co., Ltd.


		For the six months ended June 30, 2008
												Equity
						Equity in			Equity in other			method in						Other
		Beginning				earnings			comprehensive			capital			Dividend			increase			Ending
		balance		Acquisition		(losses)			income			adjustments			received			(decrease)			balance

SK Broadband Co., Ltd.		W	—	W	1,093,104	(W	11,628	)	W	4,573		W	—		W	—		W	116,525		W	1,202,574
SK Communications Co., Ltd.			149,850		—		(2,409	)		7,402			—			—			—			154,843
SK Telink Co., Ltd.			97,136		—		12,671			(17	)		—			(5,947	)		—			103,843
SK Wyverns Baseball Club Co., Ltd.	(Note a)		—		—		(989	)		—			—			—			—			—
Paxnet Co., Ltd.			30,237		—		(65	)		407			—			(447	)		—			30,132
F&U Credit Information Co., Ltd.	(Note a)		3,851		—		(21	)		—			—			—			—			3,830
TU Media Corp.			5,527		55,000		(9,770	)		—			(30,642	)		—			—			20,115
Aircross Co., Ltd.	(Note a)		5,967		—		(939	)		(18	)		—			—			—			5,010
IHQ, Inc.			38,911		—		(6,799	)		704			—			—			—			32,816
Ntreev Soft Co., Ltd.			13,221		—		(5,343	)		76			—			—			—			7,954
Baba Club	(Note a)		1,733		—		—			—			—			—			(1,733	)		—
Commerce Planet Co., Ltd.	(Note a)		6,266		—		(199	)		—			—			—			1,733			7,800
Loen Entertainment, Inc.			21,415		—		711			(3,143	)		—			—			—			18,983
Harex Info Tech, Inc.	(Note a)		1,118		—		(175	)		—			—			—			—			943
SK Mobile	(Note a)		3,272		—		—			—			—			—			—			3,272
SKT Vietnam PTE Ltd.			101,412		—		(8,998	)		10,855			(71	)		—			—			103,198
Skytel Co., Ltd.	(Note a)		7,797		—		(52	)		(1	)		—			—			—			7,744
SK China Company Ltd.	(Note a)		—		—		54			83			—			—			—			137
SK Telecom China Co., Ltd.	(Note a)		7,154		—		3			—			—			—			—			7,157
TR Entertainment			—		10,635		(978	)		193			—			—			—			9,850
ULand Company Ltd.			5,290		—		2,882			825			—			—			—			8,997
SK Telecom USA Holdings, Inc.			63,023		58,145		(65,715	)		(6,757	)		—			—			—			48,696
SKT Americas, Inc.	(Note a)		26,454		—		132			2,943			—			—			—			29,529
SK Telecom China Holding Co., Ltd.			19,070		3,031		(1,120	)		4,674			—			—			—			25,655
SK USA, Inc.	(Note a)		3,140		—		—			—			—			—			—			3,140
Helio, LLC & Inc.			333		—		(573	)		16			340			—			—			116
Korea IT Fund			210,568		—		3,914			(581	)		—			—			—			213,901
Centurion IT Investment Association			2,463		—		—			—			—			—			(2,463	)		—
1st Music Investment Fund of SK-PVC	(Note a)		5,607		—		—			—			—			—			—			5,607
2nd Music Investment Fund of SK-PVC	(Note a)		8,517		—		(338	)		—			—			—			—			8,179
SK-KTB Music Investment Fund			13,367		—		236			(1,113	)		—			—			—			12,490
IMM Cinema Fund			9,089		—		(782	)		—			—			—			—			8,307
Michigan Global Cinema Fund	(Note a)		3,542		—		—			—			—			—			—			3,542
3rd Fund of Isu Entertainment	(Note a)		1,690		—		—			—			—			—			—			1,690
SK Marketing & Company Co. Ltd			—		190,000		1,336			(125,332	)		—			—			—			66,004
Cyworld China Holdings	(Note a)		—		10,272		—			—			—			—			—			10,272
Magic Tech Network	(Note a)		—		7,929		—			—			—			—			—			7,929


Total		W	867,020		1,428,116		(94,954	)		(104,211	)		(30,373	)		(6,394	)		114,062		W	2,174,255

Less: three months ended March 31, 2008					1,205,778		(39,158	)		7,144			(30,317	)		(6,394	)		114,062

Three months ended June 30, 2008				W	222,338	(W	55,796	)	(W	111,355	)	(W	56	)	W	—		W	—


(Note a)		Investments in equity securities are carried using the equity method of accounting based on the financial statements as of December 31, 2007 as information as of June 30, 2008 was not available and the change in the Company’s portion of stockholders’ equity of the investee for the six months ended June 30, 2008 was immaterial.

Details of changes in the differences between the acquisition cost and net asset value of equity method investees at the acquisition date for the three months and six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	For the six months ended June 30, 2009
	Beginning			Increase/					Ending
	balance			(decrease)		Amortization			balance
SK Broadband Co., Ltd.	W	534,051		W	—	(W	5,062	)	W	528,989
SK Communications Co., Ltd.		12,122			—		(446	)		11,676
Paxnet Co., Ltd.		15,018			—		(536	)		14,482
F&U Credit Information Co., Ltd.		503			—		(11	)		492
IHQ, Inc.		13,767			—		(2,753	)		11,014
Ntreev Soft Co., Ltd.		595			—		(297	)		298
Loen Entertainment, Inc.		1,223			—		(408	)		815
Harex Info Tech, Inc.		351			—		(176	)		175
Skytel Co., Ltd.		(1,387	)		—		1,387			—
SK China Company Ltd.		106			—		(106	)		—
TR Entertainment		6,856			—		(807	)		6,049
Virgin mobile USA, Inc.		125,930			—		(13,256	)		112,674
Magic Tech Network		5,562			—		(618	)		4,944
Prmaxsoftware Tech. Co., Ltd.		691			—		(345	)		346


Total	W	715,388			—		(23,434	)	W	691,954

Less: three months ended March 31, 2009					—		(4,019	)

Three months ended June 30, 2009				W	—	(W	19,415	)


	For the six months ended June 30, 2008
	Beginning		Increase/						Ending
	balance		(decrease)			Amortization			balance
SK Broadband Co., Ltd.	W	—	W	565,174		(W	7,064	)	W	558,110
SK Communications Co., Ltd.		21,019		(8,005	)		(446	)		12,568
Paxnet Co., Ltd.		16,091		—			(536	)		15,555
F&U Credit Information Co., Ltd.		545		—			(21	)		524
IHQ, Inc.		19,274		—			(2,754	)		16,520
Ntreev Soft Co., Ltd.		1,282		(92	)		(298	)		892
Baba Club		2,504		(2,504	)		—			—
Commerce Planet Co., Ltd.		3,950		—			(439	)		3,511
Loen Entertainment, Inc.		2,039		—			(408	)		1,631
Harex Info Tech, Inc.		701		—			(175	)		526
Uland Company Ltd.		4,245		—			(129	)		4,116
TR Entertainment		—		7,748			(387	)		7,361
Cyworld China Holdings		—		6,904			—			6,904


Total	W	71,650		569,225			(12,657	)	W	628,218

Less: three months ended March 31, 2008				560,805			(2,634	)

Three months ended June 30, 2008			W	8,420		(W	10,023	)

Details of changes in unrealized inter-company gains incurred from sales of assets for the three months and six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	For the six months ended June 30, 2009
	Beginning							Ending
Subsidiary	balance		Increase		Decrease			balance

SK Communications Co., Ltd.	W	269	W	—	(W	70	)	W	199
SK China Company Ltd.		1,086		—		—			1,086


Total	W	1,355		—		(70	)	W	1,285

Less: three months ended March 31, 2009				—		(35	)

Three months ended June 30, 2009			W	—	(W	35	)


	For the six months ended June 30, 2008
	Beginning							Ending
Subsidiary	balance		Increase		Decrease			balance

SK Communications Co., Ltd.	W	2,192	W	—	(W	1,853	)	W	339
Uland Company Limited.		2,981		—		(2,981	)		—
SK China Company Ltd.		1,086		—		—			1,086


Total	W	6,259		—		(4,834	)	W	1,425

Less: three months ended March 31, 2008				—		(4,799	)

Three months ended June 30, 2008			W	—	(W	35	)

Details of market price of the equity securities accounted for using the equity method as of June 30, 2009 are as follows (In millions of Korean won, except for market price per share):


	Market price		Number of
	per share		shares owned by
	(In Korean won)		the Company		Market price
SK Broadband Co., Ltd.	W	5,200		102,451,249	W	532,746
SK Communications Co., Ltd.		9,540		28,029,945		267,406
IHQ, Inc.		1,600		14,960,784		23,937
Loen Entertainment, Inc.		5,070		16,054,812		81,398

The condensed financial information of the investees as of and for the six months ended June 30, 2009 is as follows (In millions of Korean won):


	Total		Total				Net
	assets		liabilities		Revenue		income (loss)

SK Broadband Co., Ltd.	W	2,900,582	W	1,700,757	W	156,101		(W72,211	)
SK Communications Co., Ltd.		270,184		69,239		97,861		(10,484	)
SK Telink Co., Ltd.		195,012		63,186		144,682		14,736
SK Marketing & Company Co., Ltd.		575,523		368,423		128,730		14,493
PS&Marketing Corporation		140,372		—		113,589		(9,628	)
Paxnet Co., Ltd.		41,420		14,830		21,677		2,262
TU Media Corp.		283,656		255,136		65,436		(4,291	)
IHQ, Inc.		52,195		17,170		19,752		(105	)
Ntreev Soft Co., Ltd.		22,390		8,736		9,824		(635	)
Loen Entertainment, Inc.		91,995		31,869		45,859		2,609
SKT Vietnam PTE Ltd.		159,904		21,943		78		(16,294	)
Skytel Co., Ltd.		55,168		4,951		19,824		8,015
TR Entertainment		7,930		1,508		6,186		(297	)
ULand Company Limited		8,949		2,433		2,954		(988	)
Virgin Mobile USA, Inc.		416,004		778,007		455,652		24,398
SKT Americas, Inc		42,141		10,722		6,831		115
SK Telecom China Holdings		45,718		11,634		12,061		(1,832	)
Korea IT Fund		331,841		—		10,241		(1,175	)
SKT-KTB Music Investment Fund		18,239		56		230		(808	)
IMM Cinema Fund		18,063		—		243		185
SK Telecom Global Investment B.V.		38,744		69		296		82
SKY Property Mgmt. Ltd.		667,876		177,755		20,768		980
2nd Benex Focus investment Fund		30,345		280		491		(69	)
Open Innovation Fund		20,545		190		390		11


5.		LOANS TO EMPLOYEES

Short-term and long-term loans to employees as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


	June 30, 2009						December 31,
	Short-term		Long-term		Total		2008

Loans to employees’ stock ownership Association (Note)	W	1,187	W	58,169	W	59,356	W	60,908
Loans to employees for housing and other		52		20		72		106


Total	W	1,239	W	58,189	W	59,428	W	61,014


(Note)		The Company loaned the amount above to employees’ stock ownership association to help fund employees’ acquisition of the Company’s treasury stocks. The loan will be repaid over a period of five years, beginning on the second anniversary of each loan date and will expire on December 25, 2014.


6.		PROPERTY AND EQUIPMENT

Property and equipment as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


	Useful lives
	(years)	June 30, 2009			December 31, 2008

Land	—	W	455,967		W	447,088
Buildings and structures	30,15		1,511,108			1,510,018
Machinery	6		13,481,672			13,441,993
Vehicles	4		20,029			21,070
Other	4		1,006,974			1,016,133
Construction in progress	—		426,386			281,574


			16,902,136			16,717,876
Less: accumulated depreciation			(12,284,018	)		(12,019,662	)


Property and equipment, net		W	4,618,118		W	4,698,214

Details of change in property and equipment for the six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	For the six months ended June 30, 2009
	Beginning													Ending
	balance		Acquisition		Disposal			Transfer			Depreciation			balance

Land	W	447,088	W	8,431	(W	70	)	W	518		W	—		W	455,967
Buildings and structures		1,012,226		940		—			151			(28,241	)		985,076
Machinery		2,594,086		7,513		(1,629	)		408,653			(578,833	)		2,429,790
Vehicles		2,035		43		(41	)		—			(556	)		1,481
Other		361,205		500,215		(15,327	)		(479,935	)		(46,740	)		319,418
Construction in progress		281,574		130,510		—			14,302			—			426,386


Total	W	4,698,214	W	647,652	(W	17,067	)	(W	56,311	)	(W	654,370	)	W	4,618,118


	For the six months ended June 30, 2008
	Beginning													Ending
	balance		Acquisition		Disposal			Transfer			Depreciation			balance

Land	W	444,252	W	61	(W	554	)	W	1,291		W	—		W	445,050
Buildings and structures		1,054,484		1,207		(863	)		—			(27,967	)		1,026,861
Machinery		2,495,252		4,642		(1,705	)		290,192			(545,648	)		2,242,733
Vehicles		3,196		52		(239	)		—			(911	)		2,098
Other		305,095		466,705		(15,133	)		(403,492	)		(45,530	)		307,645
Construction in progress		292,134		112,263		(1,259	)		48,150			—			451,288


Total	W	4,594,413		584,930		(19,753	)		(63,859	)		(620,056	)	W	4,475,675


7.		INTANGIBLE ASSETS

Intangible assets as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


	June 30, 2009							December 31, 2008
	Acquisition		Accumulated			Carrying		Acquisition		Accumulated			Carrying
	cost		amortization			amounts		cost		amortization			amounts

Goodwill	W	2,341,625	(W	967,199	)	W	1,374,426	W	2,341,625	(W	902,259	)	W	1,439,366
Frequency use rights		1,385,120		(599,615	)		785,505		1,385,120		(541,349	)		843,771
Software development costs		188,358		(177,146	)		11,212		188,358		(174,869	)		13,489
Computer software		1,232,786		(692,483	)		540,303		1,174,908		(586,654	)		588,254
Other		143,988		(87,566	)		56,422		139,562		(82,850	)		56,712


	W	5,291,877	(W	2,524,009	)	W	2,767,868	W	5,229,573	(W	2,287,981	)	W	2,941,592

Details of changes in intangible assets for the six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	For the six months ended June 30, 2009
	Beginning												Ending
	balance		Increase		Decrease			Transfer		Amortization			balance

Goodwill	W	1,439,366	W	—	W	—		W	—	(W	64,940	)	W	1,374,426
Frequency use rights		843,771		—		—			—		(58,266	)		785,505
Software development costs		13,489		—		—			—		(2,277	)		11,212
Computer software		588,254		1,804		(138	)		56,563		(106,180	)		540,303
Other		56,712		4,991		(87	)		50		(5,244	)		56,422


Total	W	2,941,592		6,795		(225	)		56,613		(236,907	)	W	2,767,868


	For the six months ended June 30, 2008
	Beginning												Ending
	balance		Increase		Decrease			Transfer		Amortization			balance

Goodwill	W	1,569,247	W	—	W	—		W	—	(W	64,940	)	W	1,504,307
Frequency use rights		960,302		—		—			—		(58,266	)		902,036
Software development costs		13,029		—		—			2,351		(6,052	)		9,328
Computer software		585,574		2,479		—			60,158		(94,548	)		553,663
Other		46,790		9,089		(136	)		1,553		(4,311	)		52,985


Total	W	3,174,942		11,568		(136	)		64,062		(228,117	)	W	3,022,319

The book value as of June 30, 2009 and residual useful lives of major intangible assets are as follows (In millions of Korean won):


	Amount		Description	Residual useful lives

Goodwill	W	1,370,567	Goodwill related to acquisition of Shinsegi Telecomm, Inc.	10 years and 9 months
IMT license		724,910	Frequency use rights relating to W-CDMA Service	(Note a)
WiBro license		55,637	WiBro Service	(Note b)
DMB license		4,958	DMB Service	7 years


(Note a)		Amortization of the IMT license commenced when the Company started its commercial IMT 2000 service in December 2003, using the straight-line method over the estimated useful life (13 years) of the IMT license which expires in December 2016.

(Note b)		The Company purchased the WiBro license from MIC on March 30, 2005. The license period is seven years from the purchase date. Amortization of the WiBro license commenced when the Company started its commercial WiBro services on June 30, 2006 using the straight line basis over the remaining useful life.


8.		BONDS PAYABLE

Bonds payable as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won and thousands of Foreign Currency):


	Maturity		Annual interest		June			December
	year		rate (%)		30, 2009			31, 2008

Domestic general bonds		2009		5.0	W	—		W	300,000
²		2010		4.0		200,000			200,000
²		2010		6.77		50,000			50,000
²		2011		3.0		200,000			200,000
²		2013		4.0		200,000			200,000
²		2013		6.92		250,000			250,000
²		2014		5.0		200,000			200,000
²		2015		5.0		200,000			200,000
²		2016		5.0		200,000			200,000
²		2016		5.54		40,000		—
²		2016		5.94		230,000		—
²		2018		5.0		200,000			200,000
Dollar denominated bonds (US$ 300,000)		2011		4.25		385,410			377,250
Dollar denominated bonds (US$ 400,000)		2027		6.63		513,880			503,000
Yen denominated bonds (JPY 12,500,000)		2012	3-month Euro Yen LIBOR rate +0.55 (Note a)			167,035			174,237
Yen denominated bonds (JPY 5,000,000)		2012	3-month Euro Yen TIBOR rate +2.5 (Note b)			66,814		—
Yen denominated bonds (JPY 3,000,000)		2012	3-month Euro Yen LIBOR rate +2.5 (Note a)			40,088		—
Convertible bonds (US$ 229,160)		2009		—		—			268,415
Convertible bonds (US$ 332,528)		2014		1.75		437,674		—
Floating rate notes (US$ 150,000,000)		2010	3-month LIBOR rate +3.05 (Note c)			192,705			188,625
Floating rate notes (US$ 220,000,000)		2012	3-month LIBOR rate +3.15 (Note c)			282,634		—


Total						4,056,240			3,511,527
Less discounts on bonds						(69,800	)		(61,143	)
Less conversion right adjustments						(89,456	)		(5,733	)
Add long-term accrued interest						—			17,256


Net						3,896,984			3,461,907
Less portion due within one year						(198,974	)		(579,424	)


Long-term portion					W	3,698,010		W	2,882,483


(Note a)		The 3-months Euro Yen LIBOR rate as of June 30, 2009 is 0.46%.

(Note b)		The 3-months Euro Yen TIBOR rate as of June 30, 2009 is 0.56%.

(Note c)		The 3-months LIBOR rate as of June 30, 2009 is 0.60%.

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

		On April 7, 2009, the Company issued convertible bonds with a maturity of five years in the principal amount of US$332,528,000 for US$326,397,463 with an initial conversion price of W230,010 per share of the Company’s common stock, which was greater than market value at the date of issuance. The Company may redeem the principal amount after 3 years from the issuance date if the market price exceeds 130% of the conversion price during a predetermined period. On the other hand, the bond holders may redeem their notes at 100% of the principal amount on April 7, 2012 (3 years from the issuance date). The conversion right may be exercised during the period from May 18, 2009 to March 24, 2014 and the number of common shares to be converted as of June 30, 2009 is 1,999,997 shares.

		Conversion of notes to common shares may be prohibited under the Telecommunications Law or other legal restrictions which restrains foreign governments, individuals and entities from owning more than 49% of the Company’s voting stock, if this 49% ownership limitation is violated due to the exercise of conversion rights. In this case, the Company will pay a bond holder as cash settlement determined at the average price of one day after a holder exercises its conversion right or the weighted average price for the following five or twenty business days. The Company intends to sell treasury shares held in trust by the Company that corresponds to the number of shares of common stock that would have been delivered in the absence of the 49% foreign shareholding restrictions. Unless either previously redeemed or converted, the notes are redeemable at 100% of the principal amount at maturity.

		During the six months ended June 30, 2009, no conversion was made.


9.		LONG-TERM BORROWINGS

Long-term borrowings as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won and thousands of U.S. dollars):

Final

Annual interest

June 30,

December 31,

Lender

maturity year

rate (%) (Note)

2009

2008

Long-term floating rate discount bill

Shinhan Bank

June 29, 2011

91 days CD yield + 0.25%

200,000

Long-term floating rate borrowings

KDB

July 28, 2011

91 days CD yield + 1.02%

100,000

Citibank

July 29, 2011

91 days CD yield + 1.20%

100,000

Nonghyup

July 30, 2011

91 days CD yield + 1.30%

100,000

Hana Bank

July 31, 2011

91 days CD yield + 1.50%

150,000

Nonghyup

August 12, 2011

91 days CD yield + 1.50%

50,000

Calyon Bank

October 10, 2013

6M LIBOR + 0.29%

US$

50,000

US$

50,000

DBS Bank

October 10, 2013

6M LIBOR + 0.29%

25,000

SMBC

October 10, 2013

6M LIBOR + 0.29%

25,000

US$

100,000

US$

100,000

Total

700,000

Equivalent in Korean won

828,470

825,750

Less current portion

—

Long-term borrowings

828,470

825,750

The above long-term floating rate discount bill is classified as long-term borrowing as the borrowing is to be rolled-over exceeding 1 year from June 30, 2009 in accordance with the loan agreement.


(Note)		At June 30, 2009, the 91 days CD yield and the 6M LIBOR rate are 2.41% and 1.11%, respectively.


10.		CAPITAL STOCK AND CAPITAL SURPLUS

The Company’s capital stock consists entirely of common stock with a par value of W500. The number of authorized and issued shares as of June 30, 2009 and December 31, 2008 are as follows:


	June 30, 2009		December 31, 2008

Authorized shares		220,000,000		220,000,000
Issued shares		80,745,711		81,193,711
Outstanding shares, net of treasury stock		72,345,003		72,486,015

Significant changes in capital stock and capital surplus for the six months ended June 30, 2009 and for the year ended December 31, 2008 are as follows (In millions of Korean won except for share data):

Number of shares

Additional paid in

issued (Note)

Capital stock

capital

At December 31, 2008

81,193,711

44,639

2,915,887

At June 30, 2009

80,745,711

44,639

2,915,887


(Note)		During the year ended December 31, 2003, 2006 and the six months ended June 30, 2009, the Company retired 7,002,235 shares, 1,083,000 shares and 448,000 shares, respectively, and reduced retained earnings before appropriations in accordance with the Korean Commercial Law. As a result, the total par value of outstanding capital stock does not agree to the capital balance of capital stock. In addition, there are no changes in capital stock for the six months ended June 30, 2009 and for the year ended December 31, 2008.


11.		TREASURY STOCK

The Company retired 448,000 shares of common stock at January 9, 2009 in accordance with Korean Commercial law, which were acquired by the Company from December 2, 2008 through January 7, 2009 for W92,477 million. As a result of these transactions, retained earnings decreased by W92,477 million.


12.		INCOME TAX

	a.		Details of income tax expense

			Income tax expense for the three months and the six months ended June 30, 2009 and 2008 consists of the following (In millions of Korean won):


	2009			2008

Current	W	221,736		W	353,170
Changes in net deferred tax liabilities (note a)		(22,021	)		(87,780	)


Income tax expense		199,715			265,390
Less three months ended March 31		(106,548	)		(134,702	)


Three months ended June 30	W	93,167		W	130,688


(Note a)		Changes in net deferred tax liabilities for the six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	2009			2008

Ending balance of net deferred tax liabilities	W	307,549		W	736,151
Beginning balance of net deferred tax liabilities		(257,939	)		(1,015,002	)
Adjustment to the beginning net deferred tax liabilities based on tax return filed		5,319			3,945
Tax effect of temporary differences charged or credited directly to related components of stockholders’ equity		(76,950	)		187,126

	(W	22,021	)	(W	87,780	)

An explanation of the relationship between income tax expense and accounting income before income tax expense for the six months ended June 30, 2009 and 2008 is as follows (In millions of Korean won) :


	2009			2008

Income before income tax	W	828,107		W	946,285
Income tax expense at statutory income tax rate (12.1% of taxable income less than W200 million and 24.2% of taxable income exceeding W200 million)		200,377			260,215
Differences (Note)		(662	)		5,175


Income tax expense	W	199,715		W	265,390


Effective tax rates		24.12	%		28.05	%


(Note)		The differences between income tax computed using the statutory corporate income tax rates and the recorded income tax for the six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	2009			2008

Permanent difference	W	21,861		W	17,064
Changes in deferred income tax assets (liabilities) recognized related to equity method investment securities		19,008			20,128
Tax credit for investment		(40,693	)		(36,396	)
Other tax credits		(1,794	)		(831	)
Sur tax on exempted income		7,412			6,629
Tax refund for prior periods		(6,456	)		(1,419	)


	(W	662	)	W	5,175


13.		COMPREHENSIVE INCOME

		Details of comprehensive income for the three months and six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):

		For the six months ended June 30, 2009


	For the						For the
	three months ended						six months ended
	Profit and						Profit and
	loss effect			Tax effect			loss effect			Tax effect

Net income	W	311,643					W	628,392
Other comprehensive income (loss):
Unrealized gain on valuation of long-term investment securities, net		407,946		(W	116,662	)		189,697		(W	53,183	)
Equity in other comprehensive income of affiliates, net		(23,077	)		6,249			(16,101	)		(3,192	)
Gain (loss) on valuation of currency swap, net		18,987			(5,355	)		(2,394	)		675
Loss on valuation of interest swap, net		5,760			(1,625	)		7,424			(2,094	)

Sub total		409,616		(W	117,393	)		178,626		(W	57,794	)


Comprehensive income	W	721,259					W	807,018

For the six months ended June 30, 2008


	For the						For the
	three months ended						six months ended
	Profit and						Profit and
	loss effect			Tax effect			loss effect			Tax effect
Net income	W	298,010					W	680,895
Other comprehensive income (loss):
Unrealized gain on valuation of long-term investment securities, net		(63,782	)	W	24,193			(499,415	)	W	189,433
Equity in other comprehensive income of affiliates, net		(112,141	)		(786	)		(106,030	)		(1,463	)
Loss on valuation of currency swap, net		10,296			(3,905	)		3,337			(1,265	)
Loss on valuation of interest swap, net		2,213			(839	)		(48	)		18

Sub total		(163,414	)	W	18,663			(602,156	)	W	186,723


Comprehensive income	W	134,596					W	78,739


14.		NET INCOME PER SHARE

		The Company’s net income and ordinary income per share amounts for the three months and six months ended June 30, 2009 and 2008 is computed as follows (In millions of Korean won, except for per share income per share):

		Net income and ordinary income per share


	For the				For the
	three months ended				six months ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008
Net income and ordinary income	W	311,643	W	298,010	W	628,392	W	680,895
Weighted average number of common shares outstanding		72,345,003		72,793,003		72,348,552		72,767,821


Net income and ordinary income per share	W	4,308	W	4,094	W	8,686	W	9,357

		Net income and ordinary income per share for the year ended December 31, 2008 is W17,559 and net income and ordinary income per share for the three months ended March 31, 2009 and 2008 is W4,378 and W5,264, respectively.

		The weighted average numbers of common shares outstanding for the three months and six months ended June 30, 2009 and 2008 are calculated as follows:


	Number of			Weighted	Weighted
	shares			number of days	number of shares
For the three months ended June 30, 2009
Outstanding common stocks at January 1, 2009		81,193,711		91 / 91		81,193,711
Treasury stocks at January 1, 2009		(8,707,696	)	91 / 91		(8,707,696	)
Disposal of treasury stock		(141,012	)	91 / 91		(141,012	)

Total		72,345,003				72,345,003


For the six months ended June 30, 2009
Outstanding common stocks at January 1, 2009		81,193,711		181 / 181		81,193,711
Treasury stocks at January 1, 2009		(8,707,696	)	181 / 181		(8,707,696	)
Acquisition of treasury stock		(141,012	)	(note a)		(137,463	)

Total		72,345,003				72,348,552


(Note a)		The Company acquired treasury stocks on many different dates, and weighted number of shares was calculated considering each transaction date as follows:


	Number of			Weighted	Weighted
	shares			number of days	number of shares
For the six months ended June 30, 2008
Outstanding common stocks at January 1, 2008		81,193,711		91 / 91		81,193,711
Treasury stocks at January 1, 2008		(8,609,034	)	91 / 91		(8,609,034	)
Disposal of treasury stock		208,326		91 / 91		208,326

Total		72,793,003				72,793,003


For the six months ended June 30, 2008
Outstanding common stocks at January 1, 2008		81,193,711		182 / 182		81,193,711
Treasury stocks at January 1, 2008		(8,609,034	)	182 / 182		(8,609,034	)
Disposal of treasury stock		208,326		160 / 182		183,144

Total		72,793,003				72,767,821

Diluted net income and ordinary income per share amounts for the three months and six months ended June 30, 2009 and 2008 is computed as follows (In millions of won, except for share data):

Diluted net income and ordinary income per share


	For the				For the
	three months ended				six months ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008

Adjusted net income and ordinary income	W	317,733	W	300,613	W	637,294	W	686,075
Adjusted weighted average number of common shares outstanding		75,050,417		74,110,497		74,390,846		74,085,315


Diluted net income and ordinary income per share	W	4,234	W	4,056	W	8,567	W	9,261

		Diluted net income and ordinary income per share for the year ended December 31, 2008 was W17,395 and diluted net income and ordinary income per share for the three months ended March 31, 2009 and 2008 is W4,335 and W5,205, respectively.

		Adjusted net income and ordinary income per share and the adjusted weighted average number of common shares outstanding for the three months and six months ended June 30, 2009 and 2008 are calculated as follows:


	For the				For the
	three months ended				six months ended
	June 30,		June 30,		June 30,		June 30,
	2009		2008		2009		2008

Net income and ordinary income	W	311,643	W	298,010	W	628,392	W	680,895
Effect of convertible bonds (Note a)		6,090		2,603		8,902		5,180

Adjusted net income and ordinary income	W	317,733	W	300,613	W	637,294	W	686,075


Weighted average number of common shares outstanding		72,345,003		72,793,003		72,348,552		72,767,821
Effect of exchangeable bonds (Note a)		2,705,414		1,317,494		2,042,294		1,317,494

Adjusted weighted average number of common shares outstanding		75,050,417		74,110,497		74,390,846		74,085,315


(Note a)		The effect of exchangeable bonds increased net income related to interest expenses that would not have been incurred, and increase in the weighted average number of common shares outstanding related to common shares that would have been issued, assuming that the conversion of convertible bonds was made on the beginning of the period.


15.		RESTRICTED CASH AND CASH EQUIVALENTS

As of June 30, 2009, the Company has guarantee deposits restricted for checking accounts totaling W19 million and deposits restricted for a charitable trust for small businesses in cooperation with SK Group amounting to W50,000 million of which due date is June 2, 2010 and for the public amounting to W6,500 million of which due date is May 4, 2011.


16.		RELATED PARTY TRANSACTIONS

As of June 30, 2009 and December 31, 2008, the parent company and subsidiaries of the Company are as follows:

Holding company and subsidiaries


		Ownership
Type	Company	percentage (%)		Types of business
Ultimate parent company	SK C&C Co., Ltd.	(Note a)		Information technology and software production
Parent company	SK Holdings Co., Ltd.	23.1 (Note b)		Holding company
Subsidiary	SK Broadband Co., Ltd.		43.4	Internet website services and telecommunication service
²	SK Communications Co., Ltd.		64.8	Internet website services
²	SK Telink Co., Ltd.		90.8	Telecommunication service
²	PAXNet Co., Ltd.		59.7	Internet website services
²	F&U Credit Information Co., Ltd.		50.0	Credit and collection services
²	TU Media Corp.		44.2	Digital multimedia broadcasting service
²	IHQ, Inc.		37.1	Entertainment management
²	Ntreev Soft Co., Ltd.		66.7	Game software production
²	Commerce Planet Co., Ltd.		100.0	Cosmetic wholesale
²	Loen Entertainment, Inc.		63.5	Release of music disc
²	The Second Music Investment Fund of SK-PVC		79.3	Investment association
²	SK-KTB Music Investment Fund		74.2	Investment association
²	IMM Cinema Fund		45.6	Investment association
²	SK I-Media Co., Ltd.	100.0 (Note c)		Game software production
²	HanaroDream Incorporated	36.0 (Note c)		Internet digital contents distribution
²	Benex Digital Cultural Contents Fund		19.9	Investment association
²	Etoos Co., Ltd.	100.0 (Note c)		Web-based education service
²	2^nd Benex Focus Investment Fund		66.7	Investment association
²	Open Innovation Fund		98.5	Investment association
²	PS&Marketing Co., Ltd.		100.0	Retail
²	SK Telecom China Holdings		100.0	Equity investment (Holding company)
²	SK Telecom Advanced Tech & Service Center		100.0	Mobile solution production
²	Shenzhen E-eye High Tech Co., Ltd.	65.5 (Notec c)		GPS manufacturing and selling
²	SKY Property Mgmt. Ltd.		60.0	Equity investment
²	SK Telecom Global Investment B.V.		100.0	Equity investment
²	SKT Vietnam PTE Ltd.		73.3	Telecommunication service
²	SK Telecom China Co., Ltd.		100.0	Telecommunication service
²	SKT Americas, Inc.		100.0	Telecommunication service


(Note a)		SK C&C Co., Ltd. became the Company’s ultimate parent company as of December, 31, 2007.

(Note b)		The ownership percentage represents parent company’s ownership over the Company.

(Note c)		The ownership percentage represents subsidiaries’ ownership over their subsidiaries, in which the Company has no direct investment.

Transactions and balances with related companies

Significant related party transactions for the three months and six months ended June 30, 2009 and 2008, and account balances as of June 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):

b-(1)

Transactions


	For three months ended June 30, 2009						For six months ended June 30, 2009
	Purchases of		Commissions		Commissions		Purchases of		Commissions		Commissions
	property and		paid and		earned and		property and		paid and		earned and
	equipment		other expenses		other income		equipment		Other expenses		other income
Ultimate parent company:
SK C&C Co., Ltd.	W	35,042	W	55,869	W	939	W	41,345	W	115,852	W	2,518

Parent Company:
SK Holdings Co., Ltd.		—		6,406		208		—		12,184		263

Subsidiaries:
SK Broadband Co., Ltd.		—		11,605		13,597		—		19,270		27,354
SK Communications Co., Ltd.		—		2,583		1,970		—		8,312		3,826
SK Telink Co., Ltd.		—		3,042		10,408		—		6,744		16,608
F&U Credit Information Co., Ltd.		—		12,335		334		—		23,241		662
TU Media Corp.		211		22,480		9,445		211		37,188		18,363
SKT Americas, Inc.		—		4,447		—		—		11,030		—
Loen Entertainment, Inc		—		8,232		1,336		—		15,183		2,399
Commerce Planet Co., Ltd.		700		16,730		1,075		700		32,222		1,276
SK Telecom China Holdings		—		8,864		—		—		17,179		—
PS&Marketing Co., Ltd.		—		55,632		191		—		55,632		191
Others		—		6,925		1,072		—		11,768		1,262

Equity Method Investees:
SK Marketing & Company Co., Ltd.		—		24,215		1,025		—		57,696		2,151
SK Wyverns Baseball Club Co., Ltd.		—		4,200		181		—		11,414		181
Wave City Development Co. Ltd.		—		—		21,280		—		—		21,280
Others		—		2,384		693		—		5,364		889

Others:
SK Energy Co., Ltd.		—		231		1,135		—		545		1,658
SK Engineering & Construction Co., Ltd.		32,966		5,504		625		51,990		8,020		1,093
SK Networks Co., Ltd.		5,432		227,636		6,715		5,530		397,984		11,826
SK Networks Service Co., Ltd.		—		5,569		—		—		11,287		—
Innoace Co., Ltd.		4,208		4,175		64		4,532		5,374		117
SK Telesys Co., Ltd.		62,354		1,955		432		75,803		2,291		489
Others		2,126		13,750		1,994		3,573		17,568		2,775


Total	W	143,039	W	504,769	W	74,719	W	183,684	W	883,348	W	117,181


	For three months ended June 30, 2008						For six months ended June 30, 2008
	Purchases of		Commissions		Commissions		Purchases of		Commissions		Commissions
	property and		paid and		earned and		property and		paid and		earned and
	equipment		other expenses		other income		equipment		Other expenses		other income
Ultimate parent company:
SK C&C Co., Ltd.	W	30,111	W	46,811	W	1,872	W	41,325	W	96,366	W	4,043

Parent Company:
SK Holdings Co., Ltd.		—		156		91		—		306		168

Subsidiaries:
SK Broadband Co., Ltd.		—		4,475		16,591		—		4,475		16,591
SK Communications Co., Ltd.		—		8,790		1,881		—		12,601		3,616
SK Telink Co., Ltd.		26		3,416		6,810		41		6,979		13,738
SK Wyverns Baseball Club Co., Ltd.		—		4,500		—		—		9,800		—
PAXNet Co., Ltd.		—		1,645		25		—		3,202		49
F&U Credit Information Co., Ltd.		—		11,604		328		—		22,699		647
TU Media Corp.		—		727		8,278		32		2,007		26,546
Aircross Co., Ltd.		—		5,041		430		35		8,858		664
SKT America, Inc.		—		2,860		—		—		2,860		—
Helio, LLC & Inc.		—		—		192		—		—		405
Others		840		28,674		727		840		35,861		3,326

Equity Method Investees:
SK Marketing & Company Co., Ltd.		—		5,838		2,448		—		5,838		2,448
Others		113		1,917		—		127		2,497		—

Others:
SK Energy Co., Ltd.		—		3,331		2,088		—		8,050		3,190
SK Engineering & Construction Co., Ltd.		41,845		2,429		553		49,639		2,623		1,292
SK Networks Co., Ltd.		254		190,794		3,668		2,456		397,401		6,959
Innoace Co., Ltd.		1,918		1,979		47		2,063		3,553		94
SK Telesys Co., Ltd.		20,739		1,727		57		63,658		2,048		149
Others		998		8,967		1,100		1,061		21,157		2,219


Total	W	96,844	W	335,681	W	47,186	W	161,277	W	649,181	W	86,144

b-(2)

Account balances


	As of June 30, 2009
											Guarantee
	Accounts		Short-term		Long-term		Guarantee		Accounts		deposits
	receivable		loans		loans		deposits		payable		received

Ultimate parent company:
SK C&C Co., Ltd.	W	298	W	—	W	—	W	—	W	30,465	W	197

Parent Company:
SK Holdings Co., Ltd.		44		—		—		—		—		—

Subsidiaries:
SK Broadband Co., Ltd.		455		—		—		660		10		4,805
SK Communications Co., Ltd.		1,748		—		—		—		5,186		5,524
SK Telink Co., Ltd.		903		—		—		—		133		1,041
F&U Credit Information Co., Ltd.		8		—		—		—		1,086		—
TU Media Corp.		6,920		—		—		—		420		2,709
SKT Americas, Inc.		—		—		—		—		10,453		—
IHQ, Inc.		—		—		—		—		1,387		—
Ntreev Soft Co., Ltd.		2,051		—		—		—		71		—
Commerce Planet Co., Ltd.		1,385		—		—		—		7,336		—
Loen Entertainment, Inc.		—		—		—		—		3,394		—
SKT Vietnam PTE Ltd.		4,220		—		—		—		—		—
SK Telecom China Co., Ltd.		1,056		—		—		—		—		—
SK Telecom China Holdings		—		—		—		—		7,200		—
PS&Marketing Co., Ltd.		201		—		—		—		43,311		5,048
Others		42		—		—		—		1,062		150

Equity Method Investees:
SK Marketing & Company Co., Ltd.		771		—		—		—		16,352		248
Virgin Mobile USA, Inc.		757		—		23,326		—		—		—
SK Wyverns Baseball Club Co., Ltd.		159		575		2,982		—		—		—
Wave City Development Co. Ltd.		23,408		—		—		—		—		—
Others		—		—		—		—		3,927		—

Others:
SK Energy Co., Ltd.		334		—		—		96		24		23
SK Engineering & Construction Co., Ltd.		211		—		—		—		2,670		519
SK Networks Co., Ltd.		967		—		—		112		35,224		3,607
Innoace Co., Ltd.		—		—		—		—		8,148		2,444
SK Telesys Co., Ltd.		186		—		—		—		30,440		—
Others		2,043		—		—		5,400		9,355		278


Total	W	48,167	W	575	W	26,308	W	6,268	W	217,654	W	26,593


	As of December 31, 2008
											Guarantee
	Accounts		Short-term		Long-term		Guarantee		Accounts		deposits
	receivable		loans		loans		deposits		payable		received

Ultimate parent company:
SK C&C Co., Ltd.	W	2,399	W	—	W	—	W	—	W	98,342	W	24

Parent Company:
SK Holdings Co., Ltd.		46		—		—		—		—		—

Subsidiaries:
SK Broadband Co., Ltd.		1,662		—		—		60		5		4,805
SK Communications Co., Ltd.		1,450		—		—		—		15,221		5,524
SK Telink Co., Ltd.		7,115		—		—		—		24,215		1,217
SK Wyverns Baseball Club Co., Ltd.		114		575		2,982		—		11		—
PAXNet Co., Ltd.		—		—		—		—		725		150
F&U Credit Information Co., Ltd.		38		—		—		—		4,311		—
TU Media Corp.		4,318		—		—		—		13,055		2,709
SKT Americas, Inc.		—		—		—		—		8,234		—
IHQ, Inc.		29		—		—		—		1,159		—
Ntreev Soft Co., Ltd.		32		—		—		—		5,145		—
Commerce Planet Co., Ltd.		567		—		—		—		5,966		—
Loen Entertainment, Inc.		3,523		—		—		—		3,998		—
SKT Vietnam PTE Ltd.		3,130		—		—		—		—		—
SK Telecom China Co., Ltd.		1,035		—		—		—		—		—
Others		62		—		—		—		4,172		—

Equity Method Investees:
SK Marketing & Company Co., Ltd.		1,113		—		—		—		17,916		248
Virgin Mobile USA, Inc.		151		—		22,821		—		—		—
Aircross Co., Ltd.		57		—		—		—		397		276
Others		—		—		—		—		1,575		—

Others:
SK Energy Co., Ltd.		45		—		—		140		3,448		—
SK Engineering & Construction Co., Ltd.		203		—		—		—		1,164		1,076
SK Networks Co., Ltd.		771		—		—		112		57,400		3,537
Innoace Co., Ltd.		—		—		—		—		3,889		2,444
SK Telesys Co., Ltd.		332		—		—		—		11,152		—
Others		463		—		—		900		8,057		—


Total	W	28,655	W	575	W	25,803	W	1,212	W	289,557	W	22,010

	c.		Compensation for the key management

			The Company considers registered directors who have substantial roles and responsibility for planning, operating, and controlling of the business as key management, and the considerations given to the key management for the three months and six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):

For the three months ended

For the six months ended

June 30, 2009

Severance

Payee

Payroll

indemnities

Total

Payroll

indemnities

Total

8 Registered directors (including outside directors)

282

299

956

991

For the three months ended

For the six months ended

June 30, 2008

Severance

Payee

Payroll

indemnities

Total

Payroll

indemnities

Total

12 Registered directors (including outside directors)

299

373

3,832

409

4,241


17.		PROVISION

	a.		Provision for point program

			The Company, for its marketing purposes, grants Rainbow Points and Point Box Points (the “Points”) to its subscribers based on their usage of the Company’s services. Points’ provision was provided based on the historical usage experience and the Company’s marketing policy. Such provision was recorded as accrued expenses or other non-current liabilities in accordance with the expected points’ usage duration since balance sheet date.

			Details of change in the provisions for such mileage points for the six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	2009			2008

Beginning balance	W	24,889		W	27,668
Increase		7,248			2,608
Decrease (used points)		(11,433	)		(4,284	)


Ending balance	W	20,704		W	25,992

Points expire after 5 years. The expected year when unused points as of Jun 30, 2009 are expected to be used and the respective estimated monetary amount to be paid in a given year are as follows (In millions of Korean won):


Expected usage	Estimated amount to be paid
for the year ended June 30,	in nominal value (Note a)		Current value (Note b)

2010	W	9,325	W	8,846
2011		5,970		5,373
2012		3,830		3,270
2013		2,462		1,995
2014		1,588		1,220


Ending balance	W	23,175	W	20,704


(Note a)		The above expected year of the usage and the current value of the estimated amount to be paid are estimated based on the historical usage experience.

	b.		Provision for handset subsidy

			The Company provides provision for handset subsidies to be provided to the subscribers who purchase handsets on installment basis. Such provision was recorded as accrued expenses or non-current liabilities in accordance with the expected points when the subsidies are paid. Details of change in the provision for handset subsidies for the six months ended June 30, 2009 and 2008 are as follows (In millions of Korean won):


	2009			2008

Beginning balance	W	339,696		W	—
Increase (provision)		274,157			86,532
Decrease (subsidy payment)		(167,099	)		(9,643	)


Ending balance	W	446,754		W	76,889

The estimated monetary amount to be paid in a given year is as follows (In millions of Korean won):


Expected payment	Estimated amount to be paid
for the year ended June 30,	in nominal value		Present value

2010	W	394,012	W	386,035
2011		64,142		60,719


Ending balance	W	458,154	W	446,754


18.		DERIVATIVE INSTRUMENTS

	a.		Currency swap contract to which the cash flow hedge accounting is applied

			The Company has entered into a fixed-to-fixed cross currency swap contract with Citibank, BNP Paribas and Credit Suisse First Boston International to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds with face amounts totaling US$300,000,000 at annual fixed interest rate of 4.25% issued on April 1, 2004. As of June 30, 2009, in connection with unsettled foreign currency swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to W9,014 million (net of tax effect totaling W3,084 million and foreign exchange translation loss arising from unguaranteed U.S. dollar denominated bonds totaling W40,592 million) was accounted for as accumulated other comprehensive loss.

			In addition, the Company has entered into a floating-to-fixed cross currency swap contract with Calyon bank to hedge the foreign currency risk and the interest rate risk of U.S. dollar denominated long-term borrowings with face amounts totaling US$100,000,000 borrowed on October 10, 2006. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to W7,356 million (net of tax effect totaling W1,633 million and foreign exchange translation loss arising from U.S. dollar denominated long-term borrowings totaling W33,670 million) was accounted for as accumulated other comprehensive loss.

			In addition, the Company has entered into a floating-to-fixed cross currency swap contract with HSBC and SMBC Bank to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen denominated bonds with face amounts totaling JPY12,500,000,000 issued on November 13, 2007. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to W2,060 million (net of tax effect totaling W946 million and foreign exchange translation loss arising from unguaranteed Japanese yen denominated bonds totaling W62,988 million) was accounted for as accumulated other comprehensive income.

			In addition, the Company has entered into a floating-to-fixed cross currency swap contract with DBS and Calyon Bank to hedge the foreign currency risk and the interest rate risk of U.S. dollar denominated notes with face amounts totaling US$150,000,000 borrowed on November 20, 2008. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to W1,157 million (net of tax effect totaling W326 million and foreign exchange translation gain arising from U.S. dollar denominated bonds totaling W24,460 million) was accounted for as accumulated other comprehensive income.

			In addition, the Company has entered into a floating-to-fixed cross currency swap contract with Mizuho Corporate Bank to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen denominated bonds with face amounts totaling JPY3,000,000,000 issued on January 22, 2009. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to W1,575 million (net of tax effect totaling W444 million and foreign exchange translation gain arising from unguaranteed Japanese yen denominated bonds totaling W6,038 million) was accounted for as accumulated other comprehensive income.

			In addition, the Company has entered into a floating-to-fixed cross currency swap contract with Bank of Tokyo-Misuboshi Bank to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen denominated bonds with face amounts totaling JPY5,000,000,000 issued on March 5, 2009. As of June 30, 2009, in connection with unsettled cross currency interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated gain on valuation of derivatives amounting to W652 million (net of tax effect totaling W184 million and foreign exchange translation gain arising from unguaranteed Japanese yen denominated bonds totaling W11,790 million) was accounted for as accumulated other comprehensive income.

	b.		Interest rate swap contract to which the cash flow hedge accounting is applied

			The Company has entered into a floating-to-fixed interest rate swap contract with Shinhan Bank to hedge the interest rate risk of floating rate discounted bill with face amounts totaling W200,000 million borrowed on June 29, 2006. As of June 30, 2009, in connection with unsettled interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to

			W2,878 million (net of tax effect totaling W812 million) was accounted for as accumulated other comprehensive loss.

			In addition, the Company has entered into a floating-to-fixed interest rate swap contract with Nonghyup Bank and other two banks to hedge the interest rate risk of long-term floating rate borrowings with face amounts totaling W500,000 million borrowed from July 28, 2008 to August 13, 2008. As of June 30, 2009, in connection with unsettled interest rate swap contract to which the cash flow hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to W15,828 million (net of tax effect totaling W4,464 million) was accounted for as accumulated other comprehensive loss.

	c.		Currency swap contract to which the fair value hedge accounting is applied

			The Company has entered into a fixed-to-fixed cross currency swap contract with Hana Bank and other nine banks to hedge the foreign currency risk of U.S. dollar denominated equity securities of China Unicom. In connection with unsettled foreign currency swap contract to which the fair value hedge accounting is applied, loss on valuation of currency swap of W47,907 million and W155,704 million for the six months ended June 30, 2009 and 2008, respectively, was charged to current operations.

	d.		Currency swap contract to which the hedge accounting is not applied

			The Company has entered into fixed-to-fixed cross currency swap contract with Morgan Stanley Bank and two other banks to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds with face amounts totaling US$400,000,000 issued on July 20, 2007. In connection with unsettled foreign currency swap contract to which the hedge accounting is not applied, loss on valuation of currency swap of W64,534 million and gain on valuation of currency swap of W51,851 million for the six months ended June 30, 2009 and 2008, respectively, was charged to current operations.

	e.		Interest rate swap contract to which the hedge accounting is not applied

			The Company has entered into a floating-to-fixed interest rate swap contract with DBS and two other banks the interest rate risk of floating rate U.S. dollar denominated bonds with face amounts totaling US$220,000,000 issued on April 29, 2009. In connection with unsettled interest rate swap contract to which the hedge accounting is not applied, loss on valuation of currency swap of W2,897 million for the six months ended June 30, 2009 was charged to current operations.

	f.		Currency option contract to which the hedge accounting is not applied

			The Company has entered into the short position in the cross currency option contract with Calyon Bank to hedge the foreign currency risk of U.S. dollar denominated deposits with face amounts totaling US$50,000,000. In connection with unsettled foreign currency option contract to which the hedge accounting is not applied, gain on valuation of currency option of W1,014 million for the six months ended June 30, 2009 was charged to current operations.

As of June 30, 2009, fair values of above derivatives recorded in assets or liabilities and details of derivative instruments as of June 30, 2009 are as follows (In thousands of U.S. dollars, H.K. dollars, Japanese yen and millions of Korean won):


					Fair value
					Designated		Designated
				Duration	as cash		as fair		Not
Type	Hedged item	Amount		of contract	flow hedge		value hedge		designated		Total

Non-Current assets:
Fix-to-fixed cross currency swap	U.S. dollar denominated bonds	US$	300,000	Mar. 23, 2004 ~ Apr. 1, 2011	W	28,493	W	—	W	—	W	28,493
Fix-to-fixed cross currency swap	U.S. dollar denominated convertible bond	US$	100,000	May 27, 2004 ~ May 27, 2009		24,682		—		—		24,682
Fix-to-fixed cross currency swap	U.S. dollar denominated bonds	US$	400,000	Jul. 20, 2007 ~ Jul. 20, 2017		—		—		175,839		175,839
Floating-to-fixed cross currency interest rate swap	Japanese yen denominated bonds	JPY	12,500,000	Nov. 13, 2007 ~ Nov. 13, 2012		64,102		—		—		64,102



Total assets					W	117,277	W	—	W	175,839	W	293,116


Current liabilities:
Fix-to-fixed cross currency swap	U.S. dollar denominated China Unicom Equity Securities	HK$	10,940,900	Sep. 11, 2008 ~ Sep. 16, 2009	W	—	W	238,265	W	—	W	238,265
Floating-to-fixed interest rate swap	Long-term floating rate discounted bill	W	200,000	Jun. 29, 2006 ~ Jun. 29, 2010		3,690		—		—		3,690

Non-current liabilities:
Fix-to-fixed cross currency swap	U.S. dollar denominated bonds	US$	150,000	Nov 20, 2008 ~ Nov 20, 2010		22,976		—		—		22,976
Floating-to-fixed cross currency interest rate swap	Japanese yen denominated bonds	JPY	3,000,000	Jan. 22, 2009 ~ Jan. 22, 2012		4,020		—		—		4,020
Floating-to-fixed cross currency interest rate swap	Japanese yen denominated bonds	JPY	5,000,000	Mar. 5, 2009 ~ Mar. 5, 2012		10,954		—		—		10,954
Floating-to-fixed interest rate swap	Long-term borrowings	W	500,000	July 28, 2008 ~ August 13, 2009		20,292		—		—		20,292
Floating-to-fixed cross currency interest rate swap	Long-term borrowings	US$	220,000	April 29, 2009 ~ April 30, 2012		—		—		2,897		2,897


Total liabilities					W	61,932	W	238,265	W	2,897	W	303,094


19.		COMMITMENTS

		On May 21, 2009, the board of directors of the Company resolved to acquire the leased line business from SK Networks Co., Ltd., its related party, in order to maximize the Company’s wireless service and to strengthen network efficiency. The total acquisition cost would be W892,850 million and the expected acquisition date is September 30, 2009.

		The above acquisition cost and acquisition date are subject to change in accordance with the agreement or contract which will be made by the Company and SK Networks Co., Ltd. There is a possibility that the agreement will not be executed if the agreement is not approved by authorities concerned.


20.		ASSETS TRANSFER

On May 29, 2009, the Company sold W669.7 billion of accounts receivables-other resulting from its mobile phone dealer financing plan to “Realizing T First Special Purpose Company” in exchange for cash of W550 billion and subordinated bond of W91 billion in asset-backed securitization transaction. As a result, the Company recorded loss on disposal of accounts receivable-other of W28,711 million for the six months ended June 30, 2009.


21.		SUBSEQUENT EVENTS

	a.		Acquisition of equity interest in SK Broadband Co., Ltd.

			On July 21, 2009, for the purpose of strengthening the Company’s business competitive power, the Company purchased additional 47,187,105 shares of SK Broadband Co., Ltd.’s newly issued common stock at the price of W5,000 per share (total acquisition cost of W235,936 million). As a result, the Company owned 50.6% shareholder interest in SK Broadband Co., Ltd.

	b.		Interim dividend

			On July 23, 2009, the board of directors of the Company resolved to pay interim cash dividends of W1,000 per share totaling W72,345 million. The ex-dividend date was June 30, 2008 and the interim dividends are expected to be paid within twenty days after the date of the board of directors’ resolution.


22.		K-IFRS ADOPTION PLAN AND STATUS

In accordance with IFRS adoption roadmap released by the Financial Supervisory Commission in March 2007, the Company is required to prepare financial statements under K-IFRS from fiscal year of 2011. In April 2008, the Company set up a task force for the adoption and hired outside consulting firm to evaluate the impact that K-IFRS may have on the Company’s financial statements as well as to educate the concerned employees. As of June 30, 2009, the Company is currently performing analysis on the major GAAP differences between K-IFRS and the Company’s accounting policy, setting up action plan to decide the Company’s accounting policy under K-IFRS and changing operating procedures to coincide with K-IFRS.

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.


	SK Telecom Co., Ltd. (Registrant)
	By: /s/ Tae Jin Park
	(Signature)
	Name:	Tae Jin Park
	Title:	Senior Vice President

Date: September 9, 2009