Edgar Filing: SK TELECOM CO LTD

Members

Number of

Non-executive Independent

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 DECEMBER 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):

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):

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-

QUARTERLY BUSINESS REPORT

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

THIS IS A SUMMARY OF THE QUARTERLY 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	12

III.	Financial Information	19

IV.	Auditor’s Opinion	21

V.	Corporate Organization including Board of Directors and Affiliated Companies	23

VI.	Shareholders Information	36

VII.	Employees	39

VIII.	Transactions with Parties Having Interests	40

IX.	Other Information Relating to the Protection of Investors	44

Attachment: Korean GAAP Non-consolidated Financial Statements

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

D. 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

E. 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
June 24, 2009	CP	A1	Korea Information Services, Inc.	Current rating
June 26, 2009	CP	A1	Korea Ratings	Current rating
June 30, 2009	CP	A1	Korea Investors Service, Inc.	Current 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 independent Director. Executive Directors Young Ho Park and Shin Bae Kim resigned from the Board on March 12, and on March 13, respectively.

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 September 30, 2009, the assets and liabilities of the businesses being acquired amounted to Won 646,413 million and Won 620,154 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 closed, and the

acquisition price was paid, on September 30, 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

(5) Sale of SK C&C Shares

In accordance with the resolution of the Board of Directors on September 18, 2009, the Company decided to sell common shares of SK C&C Co., Ltd. (“SK C&C”) held by the Company in the initial public offering of SK C&C’s common shares on the KRX KOSPI Market. The Company expects to sell 10,500,000 shares of SK C&C at Won 30,000 per share (aggregate sale price of Won 315,000 million), pursuant to the final offering price and amount as disclosed on November 2, 2009. After the sale, the Company’s equity stake in SK C&C will decrease from 30.0% to 9.0%.

(6) Sale of China Unicom Shares

In accordance with the resolution of the Board of Directors on September 25, 2009, the Company sold all common shares of China Unicom (HongKong) Limited (“China Unicom”) held by the Company (899,745,075 shares) to China Unicom on November 5, 2009 at HK$11.105 per share, amounting to an aggregate sale price of HK$9,991,669,058.

3. Total Number of Shares

A. Total number of shares



(As of September 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.

B. Treasury Stock

(1) Acquisitions and Dispositions of Treasury Stocks



(As of September 30, 2009)		(Unit: Shares)


		At the
		beginning of		Changes							At the end
Acquisition methods	Type of shares	period		Acquired (+)			Disposed (-)		Retired (-)		of period			Remarks
Direct acquisition

pursuant to Article	Common shares		4,704,828		179,200	²		—		448,000		4,436,028			—
165-2 of the relevant Act ¹	Preferred shares		—		—			—		—		—			—

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

Sub-total	Common shares		4,782,798		179,200					448,000		4,513,998	³		—
	Preferred shares		—		—			—		—		—			—

Indirect acquisition through trust and	Common shares		3,886,710		—			—		—		3,886,710			—
other agreements	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
			No. of				No. of				No. of				No. of
Category	Amount		Transactions		Amount		Transactions		Amount		Transactions		Amount		Transactions		Remark
Specified Money Trust		982,000		4		—		—		—		—		982,000		4	1. Extension Date: Oct. 26, 2007 Extension Amount: Won 631,200
Trust Contracts with Asset Management Companies		—		—		—		—		—		—		—		—	2. Extension Date: October 29, 2007
Acquisition Contracts with Investment Companies		—		—		—		—		—		—		—		—	Extension Amount: Won 350,800
Total		982,000		4		—		—		—		—		982,000		4

4. Status of Voting Rights



(As of September 30, 2009)		(Unit: shares)


Classification		Number of shares		Remarks
Total outstanding shares (A)	Common share		80,745,711	—
	Preferred share		—

Number of shares without voting rights (B)	Common share		8,400,708	Treasury shares
	Preferred share		—

Shares with restricted voting rights under the Korean law (C)	—		—	—

Shares with reestablished voting rights (D)	—		—	—

The number of shares with exercisable voting rights	Common share		72,345,003	—
(E = A - B - C + D)	Preferred share		—

5. Dividends and Others

A. 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
		the nine months		As of and for		As of and for the
		ended		the year ended		year ended
		September 30,		December 31,		December 31,
Classification		2009		2008		2007
Par value per share (Won)			500		500		500
Current Period’s net income			1,044,104		1,277,658		1,642,451
Net income per share (Won)			14,432		17,559		22,607
Total cash dividend			72,345		681,996		682,379
Total stock dividends			—		—		—
Percentage of cash dividend to available income (%)			6.9		53.4		41.5
Cash dividend yield ratio (%)	Common share		0.5		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

A. Industry Characteristics

As of September 30, 2009, the number of domestic mobile phone subscribers reached 47.5 million and, with more than 95% 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.

B. Growth Potential

(Unit: 1,000 persons)


		As of
		September 30,		As of December 31,
Classification		2009		2008		2007		2006		2005
Number of subscribers	SK Telecom		24,074		23,032		21,968		20,271		19,530
	Others (KT, LGT)		23,454		22,575		21,529		19,926		18,812
	Total		47,528		45,607		43,497		40,197		38,342

(Source: Korea Communications Commission website)

C. 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 September 30, 2009)		(Unit: %)

As of

As of December 31,

Classification

September 30,2009

2008

2007

2006

Mobile communication services

50.6

50.5

50.4

Comparative market share

(As of September 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

A. Updates on Major Products and Services

(Unit: in millions of Won, %)

Business fields

Sales type

Item

Specific Usage

Major trademarks

Sales amount (ratio)

Information and communication

Services

Mobile communication

Mobile Phone

June, NATE and others

8,841,353(98.2%)

—

Others

—

Others

157,622(1.8%)

B. Price Fluctuation Trend of Major Products and Services

Based on the Company’s Basic Plan for monthly subscription, 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. Based on the Company’s Standard Plan, launched in April 2008, the basic service fee is Won 12,000 per month and the usage fee is Won 18 per 10 seconds.

3. Investment Status

A. 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

9,552

To be
determined

Total

To be
determined

9,552

To be
determined

B. 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)


				For the nine
				months ended
				September 30,
Business field	Sales type	Item		2009		2008		2007
Information and communication	Services	Mobile communication	Export		—		—		—
			Domestic		8,841,353		11,492,832		11,083,821
			Subtotal		8,841,353		11,492,832		11,083,821
	—	Others	Export		2,107		5,855		4,101
			Domestic		157,622		175,975		197,979
			Subtotal		159,729		181,830		202,080
			Export		2,107		5,855		4,101
Total			Domestic		8,998,974		11,668,807		11,281,800
			Total		9,001,081		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: Hedging of risks related to fluctuations in currency exchange rates and interest rates

(2) Contract Terms

— Currency swap contract applying cash flow risk hedge accounting

The Company has entered into a currency swap contract 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 September 30, 2009, in connection with the unsettled foreign currency swap contract to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 2,873,422,000 (excluding tax effect totaling Won 1,351,488,000 and foreign exchange translation loss arising from unguaranteed U.S. dollar denominated bonds totaling Won 11,881,481,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a currency and interest rate swap contract with Calyon to hedge the foreign currency risk and the interest rate risk of U.S. dollar denominated floating rate long-term borrowings with face amounts totaling US$ 100,000,000 borrowed on October 10, 2006. As of September 30, 2009, in connection with this unsettled currency and interest rate swap contract, an accumulated loss on valuation of derivatives amounting to Won 3,212,546,000 (excluding tax effect totaling Won 464,245,000 and foreign exchange translation loss arising from U.S. dollar denominated long-term borrowings totaling Won 24,070 million) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a currency and interest rate 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 September 30, 2009, in connection with this unsettled currency and interest rate swap contracts, an accumulated gain on valuation of derivatives amounting to Won 1,552,346,000 (net of tax effect totaling Won 1,088,803,000 and foreign exchange translation loss arising from unguaranteed Japanese yen dominated bonds totaling Won 60,807,071,000 was accounted for as accumulated other comprehensive gain.

In addition, the Company has entered into a currency and interest rate swap contract with two banks including DBS in order to hedge the foreign currency risk and interest rate risk of U.S. dollar denominated floating rate bonds with face amounts totaling US$ 150,000,000 issued on November 20, 2008. As of September 30, 2008, in connection with this unsettled currency and interest rate swap contract, an accumulated gain on valuation of derivatives amounting to Won 4,682,551,000 (net of tax effect totaling Won 1,320,719,000 and foreign exchange translation gain arising from U.S. dollar denominated bonds totaling Won 38,792,218,000) was accounted for as accumulated other comprehensive gain.

In addition, the Company has entered into a currency and interest rate swap contract with Mizuho Corporate Bank in order to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen dominated bonds (59-2) with face amounts totaling JPY 3,000,000,000 issued on January 22, 2009. As of September 30, 2009, in connection with this unsettled currency and interest rate swap contract, an accumulated gain on valuation of derivatives amounting to Won 2,593,250,000 (net of tax effect totaling Won 731,429,000 and foreign exchange translation gain arising from unguaranteed Japanese yen dominated bonds totaling Won 6,563,023,000) was accounted for as accumulated other comprehensive gain.

In addition, the Company has entered into a currency and interest rate swap contract with The Bank of Tokyo-Mitsubishi in order to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen dominated bonds (60-2) with face amounts totaling JPY 5,000,000,000 issued on March 5, 2009. As of September 30, 2009, in connection with this unsettled currency and interest rate swap contract, an accumulated gain on valuation of derivatives amounting to Won 1,839,905,000 (net of tax effect totaling Won 518,948,000 and foreign exchange translation gain arising from unguaranteed Japanese yen

dominated bonds totaling Won 12,665,286,000) 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 currency swap contract with nine banks including Hana Bank in order to hedge the foreign exchange risk of the Company’s holdings of common shares of China Unicom. In connection with this unsettled currency swap contract, gains on valuation of currency swaps of Won 42,397,044,000 and losses on valuation of currency swaps of Won 109,933,905,000 for the nine months ended September 30, 2009 and September 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 a 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 this unsettled foreign currency swap contract, a loss on valuation of currency swap of Won 66,000,978,000 and a gain on valuation of currency swap of Won 131,299,127,000 for the nine months ended September 30, 2009 and September 30, 2008, respectively, were charged to current operations.

B. Interest Rate Swap

(1) Purpose of Contracts: Hedging of risks related to fluctuations in interest rates

(2) Contract Terms

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

The Company has entered into an interest rate swap contract with Shinhan Bank to hedge the interest rate risk of discounted bill with face amounts totaling Won 200,000 million borrowed on June 29, 2006. As of September 30, 2009, in connection with unsettled interest rate swap contract to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 1,409,091,000 (net of tax effect totaling Won 397,436,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into an 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 September 30, 2009, in connection with unsettled interest rate swap contract to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 11,016,545,000 (net of tax effect totaling Won 3,107,231,000) 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 an 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, loss on valuation of interest rate swap of Won 4,123,478,000 for the nine months ended September 30, 2009 was charged to current operations.

C. 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)

Servvice

SK C&C.

Feb. 26, 2009

December 31, 2009

2009 IT SM Contract

2,079

Product

TU Media, ltd.

Feb. 23, 2009

December 31, 2009

2009 Satellite DMB Service Collaboration Contract

1,008

Product

SK E&C

Mar. 19, 2009

December 31, 2009

2009 Cell Site Facility Construction (Seoul Area)

510

Product

SK E&C

Mar. 19, 2009

December 31, 2009

2009 RF Switching Facility Construction (Seoul Area)

414

Service

SK Marketing & Company

July 1, 2009

December 31, 2009

2009 2H Membership Collaboration Program

395

Subtotal

4,406


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

7. R&D Investments

(Unit: in thousands of Won)


	For the nine			For the year			For the year
	months ended			ended			ended
	September 30,			December			December
Category	2009			31, 2008			31, 2007			Remarks
Raw material		31,622			89,176			96,217			—
Labor		38,838,305			38,062,791			39,388,760			—
Depreciation		95,962,398			138,511,764			129,208,262			—
Commissioned service		50,539,633			85,836,738			90,363,645			—
Others		28,378,379			34,539,984			37,609,969			—
Total R&D costs		213,750,337			297,040,453			296,666,853			—
Accounting Sales and administrative expenses		212,314,543			293,443,380			288,519,863			—
Development expenses (Intangible assets)		1,435,794			3,597,072			8,146,990			—
R&D cost / sales amount ratio (Total R&D costs / Current sales amount×100)		2.37	%		2.54	%		2.63	%		—

8. Other information relating to investment decisions

A. 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.

B. 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

1. Unaudited Summary Financial Information (Non-consolidated)

(Unit: in millions of Won)


	As of and for the nine
	months ended		As of and for the year ended December 31,
Classification / Fiscal Year	September 30, 2009		2008		2007		2006		2005
Current assets		5,955,585		3,990,503		4,094,059		4,189,325		4,172,485
• Quick assets		5,940,059		3,976,576		4,075,378		4,172,887		4,166,500
• Inventory		15,527		13,927		18,681		16,438		5,985
Non-current assets		13,615,287		14,626,992		14,038,451		11,624,728		10,349,191
• Investments		4,590,892		5,668,127		5,940,045		3,547,942		2,366,760
• Property and Equipment		5,109,730		4,698,214		4,594,413		4,418,112		4,595,884
• Intangible assets		2,687,791		2,941,592		3,174,942		3,405,158		3,386,547
• Other non-current assets		1,226,874		1,319,059		329,051		253,516		—

Total assets		19,570,872		18,617,495		18,132,510		15,814,053		14,521,676

Current liabilities		3,408,106		3,412,490		2,484,548		2,985,620		2,747,268
Non-current liabilities		5,466,661		4,475,998		4,221,016		3,522,006		3,516,528

Total liabilities		8,874,766		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		3,032,006		2,957,095		2,954,829		2,962,699		2,966,198
Capital adjustment		(-)2,720,883		(-)2,147,530		(-)2,072,486		(-)2,019,568		(-)2,022,817
Other Cumulative Profit and Loss		625,288		373,784		1,594,099		473,904		—
Retained earnings		9,715,055		9,501,018		8,905,865		7,844,753		7,269,861

Total stockholders’ equity		10,696,106		10,729,007		11,426,946		9,306,427		8,257,881

Sales		9,001,081		11,674,662		11,285,900		10,650,952		10,161,129
Operating Profit (or Loss)		1,736,191		2,059,896		2,171,543		2,584,370		2,653,570
Profit (or Loss) from continuing operation		1,044,104		1,277,658		1,642,451		1,446,598		1,871,380
Current Period’s Net Profit (or Loss)		1,044,104		1,277,658		1,642,451		1,446,598		1,871,380

(Unit: Won)


	For the nine months
	ended		For the year ended December 31,
Classification / Fiscal Year	September 30, 2009		2008		2007		2006		2005
Earnings per share		14,432		17,559		22,607		19,734		25,421
Diluted earnings per share		14,248		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

1. Auditor


Nine months ended	Year ended December 31,
September 30, 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
Nine months ended September 30, 2009	—	No material violation of accounting standards
Nine months ended September 30, 2008	—	No material violation of accounting standards
Year ended December 31, 2008	Unqualified	—
Year ended December 31, 2007	Unqualified	—

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

A. Audit Contracts

(Unit: in thousands of Won)

Term

Auditors

Contents

Fee

Total hours

Nine months ended

Deloitte Anjin LLC

Semi-annual review

1,275,000

13,709

September 30, 2009

Quarterly review

Non-consolidated financial statements audit

Consolidated financial statements audit

Year ended December 31,

Deloitte Anjin LLC

Semi-annual review

1,310,097

13,346

2008

Quarterly review

Non-consolidated financial statements audit

Consolidated financial statements audit

Year ended December 31,

Deloitte Anjin LLC

Semi-annual review

1,066,318

11,468

2007

Quarterly review

Non-consolidated financial statements audit

Consolidated financial statements audit

B. Non-Audit Services Contract with External Auditors

(Unit: in thousands of Won)

Service

Term

Contract date

Service provided

duration

Fee

Nine months ended

May 13, 2009

Tax consulting

30 days

40,000

September 30, 2009

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

September 14, 2009

Review of quarterly tax adjustments

5 days

7,000

September 14, 2009

Tax consulting

20 days

20,000

Year ended

November 20, 2007

Set up services for agency tax manual

60 days

48,000

December 31, 2008

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

March 30, 2007

Tax adjustment for fiscal year 2006

10 days

30,000

December 31, 2007

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 independent directors and three executive directors. Within the Board, there are five Committees: Non-executive independent Director Nomination Committee, Audit Committee, Compensation Committee, CapEx Review Committee, and Corporate Citizenship Committee.

B. Significant Activities of the Board of Directors

Meeting

Date

Agenda

Approval

300^th

January 22, 2009

— Financial Statements for the year ended December 31, 2008

Approved as proposed

(the first

— Annual Business Report for the year ended December 31, 2008

Approved as proposed

meeting of

— Annual Business Plan and Budgeting for FY 2009

Approved as proposed

2009)

— Issuance of Corporate Bonds

Approved as proposed

301^st

February 17, 2009

— Convocation of the 25^th General Meeting of Shareholders

Approved as proposed

(the second

— Partnership Agreement with Offshore Private Equity Fund

Approved as proposed

meeting of

2009)

302^nd

March 13, 2009

— Election of the Representative Director

Approved as proposed

(the third

— Revision to the Regulations for the Board of Directors

Approved as proposed

meeting of

— Appointment of Chairman of the Board of Directors

Approved as proposed

2009)

— 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

May 21, 2009

— Election of Committee Members

Approved as proposed

(the fourth

— Resolution on Business Acquisition from SK Networks

Approved as proposed

meeting of

— Resolution on Purchase of Investment Securities (SK Broadband)

Approved as proposed

2009)

304^th

June 19, 2009

— Asset Management Transaction with Affiliated Company (SK Securities)

Approved as proposed

(the fifth

meeting of

2009)

Meeting

Date

Agenda

Approval

305^th

July 23, 2009

— Proposal for Interim Dividend

Approved as proposed

(the sixth

meeting of

2009)

306^th

August 14, 2009

— Revision of Accounting Principles

Approved as proposed

(the seventh

meeting of

2009)

307^th

September 18, 2009

— Asset Management Transaction with Affiliated Company (SK Securities)

Approved as proposed

(the eighth

— Sale of SK C&C Shares

Approved as proposed

meeting of

2009)

308^th

September 25, 2009

— Sale of China Unicom Shares

Approved as proposed

(the ninth

meeting of

2009)

309^th

October 16, 2009

— Strategic Alliance relating to China Cyworld

Approved as proposed

(the tenth

meeting of

2009)

Independent

Meetings

Dates

Directors Attended

Description

The first meeting of 2009 (300^th)

January 22, 2009

5 / 5

—

The second meeting of 2009 (301^st)

February 17, 2009

5 / 5

—

The third meeting of 2009 (302^nd)

March 13, 2009

5 / 5

—

The fourth meeting of 2009 (303^rd)

May 21, 2009

5 / 5

—

The fifth meeting of 2009 (304^th)

June 19 , 2009

5 / 5

—

The sixth meeting of 2009 (305^th)

July 23, 2009

4 / 5

—

The seventh meeting of 2009 (306^th)

August 14, 2009

5 / 5

—

The eighth meeting of 2009 (307^th)

September 18, 2009

5 / 5

—

The ninth meeting of 2009 (308^th)

September 25, 2009

5 / 5

—

The tenth meeting of 2009 (309^th)

October 16, 2009

5 / 5

—

C. Committees within Board of Directors

(1) Committee Structure

a) Non-executive Independent Director Nomination Committee

(As of September 30, 2009)


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

b) Audit Committee

(As of September 30, 2009)


*		The Audit Committee is a committee established under the provisions of the Articles of Incorporation and Korean Commercial Code.

c) Compensation Review Committee

(As of September 30, 2009)


Number of	Members
Persons	Executive Directors	Non-executive Independent 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.

d) Capex Review Committee

(As of September 30, 2009)


	Members
Number of	Executive	Non-executive Independent
Persons	Directors	Directors	Remarks
4	Sung Min Ha	Dal Sup Shim, Rak Yong Uhm, Jay Young Chung	—


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

e) Corporate Citizenship Committee

(As of September 30, 2009)


	Members
Number of	Executive	Non-executive Independent
Persons	Directors	Directors	Remarks
4	Sung Min Ha	Rak Yong Uhm, Hyun Chin Lim, Jay Young Chung	—


*		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 September 30, 2009)


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

Rak Yong

Jay Yung

Dal Sup Shim

Uhm

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 Independent 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 Independent Directors

Rak Yong

Hyun Chin

Jay Yung

Uhm

Lim

Chung

(Attendance:

Committee

100%)

Name

Date of Activity

Agenda

Approval

Vote

Corporate Citizenship Committee

June 19, 2009

Proposal to nominate the Head of Committee — Jay Young Chung

Approved as proposed

For

D. 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 Independent directors, the Company has established the Non-executive Independent Director Nomination Committee, which is currently in operation. In the 25th General Meeting of Shareholders held on February 17, 2009, the Committee nominated the Independent director candidates.


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

2. Audit System

The Company’s Audit Committee consists of three non-executive independent 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	o Issuance of corporate bonds o B2B Contract with TU Media o Evaluation of Internal Accounting Controls based on the opinion of the members of Audit Committee o 2^nd half 2008 Management Audit Results o Reports on Internal Accounting Management system	— Approved as proposed Approved as proposed — —	—


Meeting	Date	Agenda	Approval	Remarks
The second meeting of 2009	February 16, 2009	o Reports on 2008 Korean GAAP Audit o Report on Review of Internal Accounting Management System o 2009 Management Audit Plan o Auditor’s Report for Fiscal Year 2008 o Evaluation of Internal Accounting Management System Operation o Appointment of Auditor for FY 2009-2011 o Construction of Mobile Phone Facilities for 2009	— — — Approved as proposed Approved as proposed Approved as proposed Approved as proposed	—

The third meeting of 2009	March 13, 2009	o Purchase of Mobile Phone Relay Device for 2009 o Construction of Mobile Phone Facilities for 2009 o 2009 2Q Transactions with SK C&C Co., Ltd. o Long-term Financing Plan for Foreign Currency o Issuance of Offshore Convertible Bonds and Transfer of Treasury Shares o Asset Management Transaction with Affiliated Company (SK Securities)	Approved as proposed Approved as proposed Approved as proposed — — —	—

The fourth meeting of 2009	April 23, 2009	o Audit Plan for 2009 o Auditor Fees for 2009 o Re-approval of entire Auditor Services for 2009	— Approved as proposed Approved as proposed	—

The fifth meeting of 2009	May 19, 2009	o Proposal for entering into an Agency Agreement with SK Marketing & Company for 2009	Approved as proposed	—

The sixth meeting of 2009	June 19, 2009	o Proposal to nominate the Chairman of the Committee o Proposal for purchase of Mobile Phone Relay Device for 2009 o Proposal for construction of Mobile Phone Facilities for 2009 o Proposal for 2009 3Q transactions with SK C&C Co., Ltd. o Asset Management Transaction with Affiliated Company (SK Securities) o Reports on 2008 US GAAP Audit	Approved as proposed Approved as proposed Approved as proposed Approved as proposed — —	—

The seventh meeting of 2009	July 23, 2009	o Proposal for Operation Services of T map Navigation o Interim Dividends Plan o Interim Closing of Accounts for Six Months ended 2009	Approved as proposed — —	—

The eighth meeting of 2009	August 13, 2009	o Construction of Mobile Phone Facilities for 2009 o Purchase of Mobile Phone Relay Device for 2009 o Amendment of the leasing contract of electronic telecommunication facilities o Reports on internal accounting management system for the 1^st half of 2009 o Revision of accounting rules o Management audit results for the 1st half of 2009	Approved as proposed Approved as proposed Approved as proposed — — —	—

The ninth meeting of 2009	September 17, 2009	o Transactions with SK C&C in the 4^th quarter of 2009 o Asset Management Transaction with Affiliated Company (SK Securities)	Approved as proposed —	—

The tenth meeting of 2009	October 15, 2009	o Agency agreement relating to outdoor advertisements	Approved as proposed	—


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

3. Shareholders’ Exercises of Voting Rights

A. 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 Korean 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 or electronic voting system nor minority shareholder rights is applicable.

4. Affiliated Companies

A. Capital Investments between Affiliated Companies



(As of September 30, 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	%		40.02	%		72.13	%
SK Energy
SK Networks																							17.71	%
SK Telecom
SK Chemicals																				18.03	%
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
SK Telesys
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


	Invested companies
	SK						SK			SK			SK
Investing companies	Securities			Walkerhill			E&S			Gas			C&C			K-Power			DOPCO			CCES
SK Securities
SK C&C								32.45	%
SK Telink
SK E&S																							100.00	%
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
SK Telesys
Total affiliated companies		30.44	%		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
SK Telesys
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														100.00	%
SK Telink
SK E&S		100.00	%					100.00	%
SK D&D
SK Communications
SK Broadband
SK Marketing & Company					100.00	%
SK Gas
SK Telesys
Total affiliated companies		100.00	%		100.00	%		100.00	%		99.99	%		100.00	%		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														100.00	%
SKC
SK E&C											44.98	%
SK Securities		40.00	%


	Invested companies
	F&U						TU			SK			SK						Loen
Investing companies	Credit Info.			Paxnet			Media			D&D			Utis			Netruck			Entertainment			Independence
SK C&C																							67.78	%
SK Telink
SK E&S
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
SK Telesys
Total affiliated companies		90.00	%		59.74	%		44.15	%		44.98	%		100.00	%		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
SK Telecom											37.09	%		63.70	%					64.82	%
SK Chemicals
SKC								100.00	%
SK E&C
SK Securities
SK C&C
SK Telink																				0.49	%
SK E&S
SK D&D
SK Communications																	100.00	%
SK Broadband
SK Marketing & Company
SK Gas
SK Telesys
Total affiliated companies		100.00	%		100.00	%		100.00	%		37.09	%		63.70	%		100.00	%		65.31	%		0.00	%


	Invested companies
				SKC Air			SKN			Nuri			Commerce						Solmics			SK
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	%								50.56	%
SK Chemicals
SKC					80.00	%														48.70	%
SK E&C																	100.00	%
SK Securities
SK C&C											46.32	%
SK Telink
SK E&S
SK D&D
SK Communications
SK Broadband
SK Marketing & Company
SK Gas
SK Telesys
Total affiliated companies		66.67	%		80.00	%		100.00	%		46.32	%		100.00	%		100.00	%		48.70	%		50.56	%

Invested companies

Hanaro

Broadband

Marketing &

DOP

Investing companies

Dream

Media

D&M

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


	Invested companies
													SK
	Hanaro			Broadband			Broadband			Broadband			Marketing &						DOP
Investing companies	Dream			Media			D&M			CS			Company			UB Care			Service			Pana Blu
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	%
SK Telesys
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
SK Telesys
Total affiliated companies		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%		100.00	%


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

Ecolgreen Co., Ltd. completed the registration of corporate liquidation effective on September 30, 2009 and was excluded from the corporate group list of Fair Trade Commission on October 28, 2009.

VI. SHAREHOLDERS INFORMATION

1. Shareholdings of the Largest Shareholder and Related Persons

A. Shareholdings of the Largest Shareholder and Related Persons


(As of September 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		0.00
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%.

B. Overview of the Largest Shareholder

SK Corporation is a holding company and as of September 30, 2009, has nine subsidiaries: SK Energy Co., Ltd., SK Telecom Co., Ltd., SK Networks Co., Ltd., SKC Co., Ltd., SK E&C 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
SK E&C Co., Ltd.		40.02	%	Construction	Privately Held


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


*		The above share holdings are based on common stock holdings as of September 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

A. 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

B. 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 September 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

Common shares

114,168

107,585

8th

Member Account

369,887

361,956

Total

484,055

469,541

C. 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

A. Domestic Securities Market


(Unit: Won, shares)

		September		August		July		June		May		April
Types		2009		2009		2009		2009		2009		2009
Common stock	Highest		182,500		184,000		185,500		182,000		183,500		192,500
	Lowest		166,000		173,000		175,000		170,500		176,500		183,000

Monthly transaction volume			8,881,875		6,722,975		6,669,445		8,063,843		8,352,552		8,931,203

B. Overseas Securities Market


New York Stock Exchange										(Unit: US$, ADR)

		September		August		July		June		May		April
Types		2009		2009		2009		2009		2009		2009
Depository Receipt	Highest		17.45		16.91		16.83		15.86		16.53		16.42
	Lowest		15.21		15.28		15.49		14.93		15.38		15.00

Monthly transaction volume			25,667,356		15,412,594		18,341,204		21,790,920		24,558,882		24,230,432

VII. EMPLOYEES


(As of September 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		3,832		—		—		3,832		11.4		195,310		50		—
Female		619		—		—		619		9.3		25,512		40		—
Total		4,451		—		—		4,451		11.1		220,822		48		—

VIII. TRANSACTIONS WITH PARTIES WITH INTERESTS

1. Loans to the Largest Shareholder and others

(As of September 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

213

—


											(Unit: in millions of Won)

			Investment and Disposal Details
Name					Transaction Details
(Corporate			Types of		Beginning						End of
Name)	Relationship		Investment		of Period		Increase		Decrease		Period		Remarks
SK Broadband		—		—		1,209,629		241,175				1,450,804		—
SKT Global Investment		—		—		26,044		13,274		—		39,318		—
SK Industrial Development		—		—		—		6,003		—		6,003		—
PS & Marketing, ltd.		—		—		—		150,000		—		150,000		—
SK Telecom China Holdings		—		—		23,293		6,302		—		29,595		—
BcN ltd.		—		—		—		6,803		—		6,803		—
K Net Culture Content Investment		—		—		5,900		5,900		—		11,800		—
C-Mall		—		—		7,127		4,538		—		11,665		—
Air Cross Company, ltd.		—		—		2,440		—		2,440		—		—
Total						1,274,433		433,995		2,440		1,705,988		—

2. Transfer of Assets to/from the Largest Shareholder

A. Transfer of Assets

(Units: in thousands of Won)

Details

Amount

Transferred

Amount

Name

From

Transferred

(Corporate

Relation-

Transferred

Purpose of

Date of

Largest

to Largest

Name)

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

—

Ntreev Soft Co., Ltd.

Affiliated Company

On-line gaming and portal website assets

Sale of business

August 5, 2009

—

1,630,000

—

SK Telesys

Affiliated Company

2G devices not in use

Sale of devices not in use

August 24, 2009

—

197,472

—

Encar Network Co., Ltd.

Affiliated Company

Automobiles

Sale of automobiles not in use

August 31, 2009

—

43,182

—

Ntreev Soft Co., Ltd.

Affiliated Company

Sale of business

September 1, 2009

—

105,000

—

Total

—

2,126,108

—

B. Transfer of Business

(Units: in thousands of Won)

Details

Amount

Name

Transferred

(Corporate

Transferred

Purpose of

Date of

From Largest

to Largest

Name)

Relationship

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,
Co., 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)

A. 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

Park Dal and others

Agency

Long-term and
short-term loans

154,801

203,410

265,728

92,483

—

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

B. Equity Investments


											(Unit: in millions of Won)

			Investment and Disposition Details
					Transaction Details
Name (Corporate					Beginning						End of
Name)	Relationship		Category		of Period		Increase		Decrease		Period		Remarks
Translink L.L.C.		—		—		1,486		305		—		1,791		—
Skylake Global Incubest Fund #1		—		—		1,548		131		—		1,679		—
Global Opportunities Breakaway Fund		—		—		—		186,390		—		186,390		—
KTB Investment Association #1		—		—		689		—		689		—		—
Baeoom & Partners		—		—		500		—		500		—		—
Bitek System Inc.		—		—		1,000		—		1,000		—		—
Edu E-books		—				500		—		500		—		—
CCKVAN		—		—		1,800		—		1,800		—		—
IP One		—		—		600		—		600		—		—
GOMID Inc.		—		—		750		—		750		—		—
Biznetech		—		—		500		—		500		—		—
IdeaCulture		—		—		1,292		—		1,292		—		—
Telemerc.com, Inc.		—		—		1,793		—		1,793		—		—
SF Alert		—		—		12		—		12		—		—
Total						12,470		186,826		9,436		189,860		—

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 2. Contract amount: Won 1,300 billion 3. Purpose: to increase shareholder value	1. On December 24, 2003, cash surplus amount from the existing trust agreement was partially reduced (Won 318 billion). 2. On September 24, 2004, the Board of Directors extended the term of the specified monetary trust agreement for 3 years. 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.

B. 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 2. Remuneration limit for Directors 3. Election of Directors — Election of executive directors — Election of independent non-executive directors as Audit Committee members	Approved (Cash dividend, Won 7,000 per share) Approved (Won 12 billion) 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 2. Amendment to Articles of Incorporation 3. Approval of Remuneration Limit for Directors 4. Election of Directors — Election of executive directors — Election of independent non-executive directors — Election of independent non-executive directors as Audit Committee member	Approved (Cash dividend, Won 8,400 per share) Approved Approved (Won 12 billion) Approved (Shin Bae Kim, Young Ho Park) 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 2. Approval of Remuneration Limit for Directors 3. Amendment to Company Regulation on Executive Compensation 4. Election of Directors — Election of executive directors — Election of independent non-executive directors — Election of independent non-executive directors as Audit Committee member	Approved (Cash dividend, Won 8,400 per share) Approved (Won 12 billion) Approved Approved (Jae Won Chey, Man Won Jung) 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) Parties to the lawsuit: G.Mate Inc. (plaintiff) vs. the Company (defendant)

(c) 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 before the Seoul High Court. In a compulsory mediation order as of September 2, 2009,

the appellate court ordered the Company to pay Won 490 million, and the compulsory mediation order was finalized as of September 16, 2009 as neither of the parties appealed.

(d) Impacts on operation and finance: This litigation case was finally closed when the Company paid the plaintiff Won 490 million on September 21, 2009 pursuant to the compulsory mediation order. This litigation will not impact the Company’s operation or finance in the future.

B. Other Matters

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

3. Status of sanctions, etc.

A. 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, on April 23, 2009, ordered the Company to improve its work procedures. The Company completed the upgrade of the related computer system to prevent illegal messages on October 10, 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 paid the fine and 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.

On September 2, 2009, the Korea Communications Committee ordered the Company to improve its work procedures in a case relating to the obstruction of subscribers’ utilization of wireless internet services. The Company is currently improving the procedures in consultation with the relevant departments in the Company and the Korea Communications Committee, and expects to complete the improvement by December 9, 2009.

On October 13, 2009, the Korea Communications Committee imposed on the Company a fine of Won 140 million and a newspaper notice order in a case relating to the subscription for mobile telephone services using national identification numbers of the deceased and the Company’s failure to verify the required documents. The Company plans to prepare and implement by January 2010 improved work procedures to strengthen identification process at the time of subscription for mobile telephone services.

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 initiated legal suit in an administrative court.

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 NINE MONTHS
ENDED SEPTEMBER 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 September 30, 2009, the related non-consolidated statements of income for the three months and nine months ended September 30, 2009 and 2008, and non-consolidated statements of changes in stockholders’ equity and cash flows for the nine months ended September 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.

November 2, 2009

Notice to Readers

This report is effective as of November 2, 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
SEPTEMBER 30, 2009 AND DECEMBER 31, 2008


					Translation into U.S. dollars
	Korean won				(Note 2)
	September 30,		December 31,		September 30,		December 31,
A S S E T S	2009		2008		2009		2008
	(In millions)				(In thousands)
CURRENT ASSETS:
Cash and cash equivalents	W	216,619	W	434,177	$	184,357	$	369,512
Short-term financial instruments		184,708		98,406		157,198		83,750
Short-term investment securities (Note 3)		1,969,050		369,744		1,675,787		314,676
Accounts receivable — trade, net of allowance for doubtful accounts of W143,463 million as of September 30, 2009 and W58,404 million as of December 31, 2008 (Note 16)		1,576,399		1,576,459		1,341,616		1,341,667
Short-term loans, net of allowance for doubtful accounts of W876 million as of September 30, 2009 and W1,090 million as of December 31, 2008 (Notes 5 and 16)		86,755		107,934		73,834		91,859
Accounts receivable — other, net of allowance for doubtful accounts of W25,274 million and present value of W15,052 million as of September 30, 2009, and W21,071 million and W27,314 million as of December 31, 2008 (Note 16)		1,681,965		1,225,983		1,431,460		1,043,390
Inventories		15,527		13,927		13,214		11,853
Prepaid expenses		119,350		98,273		101,574		83,637
Current deferred income tax assets, net (Note 12)		35,159		21,677		29,923		18,449
Currency swap (Note 19)		42,397		8,236		36,083		7,009
Accrued income and other		27,656		35,687		23,537		30,371


Total Current Assets		5,955,585		3,990,503		5,068,583		3,396,173


NON-CURRENT ASSETS:
Property and equipment, net (Notes 6 and 16)		5,109,730		4,698,214		4,348,706		3,998,480
Intangible assets, net (Note 7)		2,687,791		2,941,592		2,287,482		2,503,483
Long-term financial instruments (Note 15)		6,519		19		5,548		16
Long-term investment securities (Note 3)		1,754,461		3,067,389		1,493,158		2,610,544
Equity securities accounted for using the equity method (Note 4)		2,829,912		2,600,719		2,408,436		2,213,378
Long-term loans, net of allowance for doubtful accounts of W22,807 million as of September 30, 2009 and W23,342 million as of December 31, 2008 (Notes 5 and 16)		80,172		131,700		68,231		112,085
Long-term accounts receivable — other, net of present value of W531 million as of September 30, 2009 and W45,464 million as of December 31, 2008		608,572		572,139		517,934		486,927
Guarantee deposits (Note 16)		164,182		147,970		139,729		125,932
Long-term currency swap (Note 19)		263,692		356,815		224,419		303,672
Long-term deposits and other		110,256		110,435		93,835		93,987


Total Non-current Assets		13,615,287		14,626,992		11,587,478		12,448,504


TOTAL ASSETS	W	19,570,872	W	18,617,495	$	16,656,061	$	15,844,677

(Continued)

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


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

CURRENT LIABILITIES:
Short-term borrowings	W	631,500		W	154,700		$	537,447		$	131,660
Accounts payable (Note 16)		1,021,707			1,039,509			869,538			884,689
Income tax payable		174,404			322,431			148,429			274,409
Accrued expenses (Note 18)		886,809			692,788			754,731			589,607
Withholdings		220,622			285,164			187,763			242,693
Current portion of long-term debt, net (Notes 8 and 9)		441,093			708,619			375,398			603,080
Current portion of subscription deposits		7,021			7,082			5,975			6,027
Currency swap (Note 19)		—			190,359			—			162,008
Interest swap (Note 19)		1,807			—			1,538			—
Advanced receipts and other		23,143			11,838			19,697			10,074


Total Current Liabilities		3,408,106			3,412,490			2,900,516			2,904,247


NON-CURRENT LIABILITIES:
Bonds payable, net (Note 8)		3,599,998			2,882,483			3,063,828			2,453,177
Long-term borrowings (Note 9)		1,311,049			825,750			1,115,786			702,766
Subscription deposits		5,326			4,796			4,533			4,082
Long-term payables — other, net of present value discount of W6,971 million as of September 30, 2009 and W15,416 million as of December 31, 2008		163,029			304,584			138,748			259,220
Accrued severance indemnities, net		42,402			24,222			36,087			20,614
Non-current deferred income tax liabilities, net (Note 12)		161,980			279,616			137,855			237,971
Long-term currency swap (Note 19)		46,334			23,947			39,433			20,380
Long-term interest swap (Note 19)		18,247			33,498			15,529			28,509
Guarantee deposits received and other (Notes 16 and 18)		118,295			97,102			100,677			82,641


Total Non-current Liabilities		5,466,660			4,475,998			4,652,476			3,809,360


Total Liabilities		8,874,766			7,888,488			7,552,992			6,713,607


STOCKHOLDERS’ EQUITY:
Capital stock (Notes 1 and 10)		44,639			44,639			37,991			37,991
Capital surplus (Notes 8 and 10)		3,032,006			2,957,095			2,580,431			2,516,677
Capital adjustments:
Treasury stock (Notes 1 and 11)		(1,992,082	)		(2,055,620	)		(1,695,389	)		(1,749,464	)
Loss on disposal of treasury stock (Note 11)		(716	)		—			(609	)		—
Equity method in capital adjustments (Note 4)		(50,480	)		(91,910	)		(42,962	)		(78,221	)
Other capital adjustments (Note 20)		(677,605	)		—			(576,685	)		—
Accumulated other comprehensive income (loss) (Note 13):
Unrealized gains on valuation of long-term investment securities, net (Note 3)		680,469			413,270			579,123			351,719
Equity in other comprehensive loss of affiliates, net (Note 4)		(47,337	)		(4,824	)		(40,286	)		(4,106	)
Gain (Loss) on valuation of currency swap, net (Note 19)		4,582			(8,532	)		3,899			(7,262	)
Loss on valuation of interest swap, net (Note 19)		(12,426	)		(26,129	)		(10,576	)		(22,237	)
Retained earnings:
Appropriated		8,890,054			8,295,037			7,566,003			7,059,606
Unappropriated		825,002			1,205,981			702,129			1,026,367


Total Stockholders’ Equity		10,696,106			10,729,007			9,103,069			9,131,070


TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	W	19,570,872		W	18,617,495		$	16,656,061		$	15,844,677

See accompanying notes to non-consolidated financial statements.

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


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

OPERATING REVENUE (Note 16)	W	3,056,721		W	9,001,081		W	2,899,562		W	8,667,844		$	2,601,465		$	7,660,494		$	2,467,712		$	7,376,889


OPERATING EXPENSES (Note 16):
Labor cost		(84,319	)		(355,367	)		(75,095	)		(311,405	)		(71,761	)		(302,440	)		(63,911	)		(265,026	)
Commissions paid		(1,163,638	)		(3,444,311	)		(1,107,293	)		(3,343,114	)		(990,330	)		(2,931,329	)		(942,377	)		(2,845,203	)
Depreciation and amortization (Notes 6 and 7)		(454,504	)		(1,282,160	)		(471,915	)		(1,255,638	)		(386,812	)		(1,091,200	)		(401,630	)		(1,068,628	)
Network interconnection		(269,045	)		(792,826	)		(258,377	)		(764,783	)		(228,974	)		(674,746	)		(219,895	)		(650,879	)
Leased line		(91,710	)		(283,025	)		(94,291	)		(294,122	)		(78,051	)		(240,872	)		(80,248	)		(250,317	)
Advertising		(72,398	)		(179,079	)		(72,276	)		(200,064	)		(61,615	)		(152,408	)		(61,511	)		(170,267	)
Research and development		(56,188	)		(170,582	)		(51,885	)		(155,206	)		(47,820	)		(145,176	)		(44,157	)		(132,090	)
Rent		(67,891	)		(197,833	)		(60,645	)		(170,552	)		(57,780	)		(168,368	)		(51,613	)		(145,151	)
Frequency usage		(39,474	)		(117,610	)		(40,642	)		(122,059	)		(33,595	)		(100,094	)		(34,589	)		(103,880	)
Repair		(24,518	)		(88,608	)		(38,125	)		(111,483	)		(20,866	)		(75,411	)		(32,447	)		(94,879	)
Cost of goods sold		(8,450	)		(24,644	)		(15,445	)		(53,477	)		(7,191	)		(20,974	)		(13,145	)		(45,512	)
Other		(105,801	)		(328,845	)		(109,458	)		(294,883	)		(90,044	)		(279,867	)		(93,155	)		(250,965	)


Sub-total		(2,437,936	)		(7,264,890	)		(2,395,447	)		(7,076,786	)		(2,074,839	)		(6,182,885	)		(2,038,678	)		(6,022,797	)


OPERATING INCOME		618,785			1,736,191			504,115			1,591,058			526,626			1,477,609			429,034			1,354,092


OTHER INCOME:
Interest income (Note 3)		37,101			114,674			21,356			61,840			31,575			97,595			18,175			52,630
Dividends		3,751			63,044			6,203			52,071			3,192			53,654			5,279			44,316
Rent income		8,560			23,901			5,958			19,481			7,284			20,341			5,071			16,580
Commissions (Note 16)		6,192			12,684			5,635			14,005			5,270			10,795			4,796			11,919
Reversal of allowance for doubtful accounts		169			650			105			242			144			553			89			206
Foreign exchange and translation gains (Note 2)		61,324			84,088			198,113			371,281			52,192			71,565			168,608			315,984
Equity in earnings of affiliates (Note 4)		16,399			42,132			10,140			32,079			13,957			35,857			8,630			27,301
Gain on valuation of short-term investment securities (Note 3)		1,319			9,129			—			—			1,123			7,769			—			—
Gain on disposal of investment assets		451			514			—			14,467			384			437			—			12,312
Gain on disposal of property and equipment and intangible assets		159			604			268			1,244			135			514			228			1,059
Gain on valuation of currency swap (Note 19)		121,636			73,729			138,888			156,213			103,520			62,748			118,203			132,947
Gain on valuation of currency option (Note 19)		1,014			1,014			—			—			863			863			—			—
Other		2,242			9,845			4,476			10,779			1,907			8,380			3,808			9,173


Sub-total		260,317			436,008			391,142			733,702			221,546			371,071			332,887			624,427

(Continued)

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


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

OTHER EXPENSES:
Interest and discounts	(W	75,821	)	(W	223,576	)	(W	66,543	)	(W	182,148	)	($	64,529	)	($	190,277	)	($	56,632	)	($	155,020	)
Donations		(7,221	)		(29,914	)		(6,091	)		(35,512	)		(6,146	)		(25,459	)		(5,184	)		(30,223	)
Foreign exchange and translation losses (Note 2)		(122,591	)		(141,446	)		(58,930	)		(102,925	)		(104,333	)		(120,380	)		(50,153	)		(87,597	)
Loss on valuation of short-term investment securities (Note 3)		—			—			(1,448	)		(3,607	)		—			—			(1,232	)		(3,070	)
Equity in losses of affiliates (Note 4)		(76,522	)		(175,277	)		(51,974	)		(168,868	)		(65,125	)		(149,172	)		(44,233	)		(143,717	)
Impairment loss on investment securities (Note 3)		—			(3,186	)		—			—			—			(2,711	)		—			—
Loss on disposal of inventories		(1,159	)		(1,159	)		—			—			(986	)		(986	)		—			—
Loss on disposal of investment assets		—			(2,420	)		(1,895	)		(7,897	)		—			(2,060	)		(1,613	)		(6,721	)
Loss on disposal of accounts receivable — other (Note 21)		—			(28,711	)		—			—			—			(24,435	)		—			—
Loss on disposal of property, equipment and intangible assets		(6,654	)		(22,835	)		(4,373	)		(22,427	)		(5,663	)		(19,434	)		(3,722	)		(19,087	)
Loss on transaction and valuation of currency swap (Note 19)		(1,467	)		(89,286	)		(242,728	)		(352,662	)		(1,249	)		(75,989	)		(206,577	)		(300,138	)
Loss on valuation of currency option (Note 19)		(1,014	)		—			—			—			(863	)		—			—			—
Loss on valuation of interest swap (Note 19)		(1,226	)		(4,123	)		—			—			(1,043	)		(3,509	)		—			—
External research and development cost		(13,914	)		(41,733	)		(18,030	)		(53,924	)		(11,842	)		(35,517	)		(15,345	)		(45,892	)
Other		(5,632	)		(14,546	)		(1,539	)		(6,799	)		(4,792	)		(12,379	)		(1,310	)		(5,785	)


Sub-total		(313,221	)		(778,212	)		(453,551	)		(936,769	)		(266,571	)		(662,308	)		(386,001	)		(797,250	)


INCOME BEFORE INCOME TAX		565,881			1,393,987			441,706			1,387,991			481,601			1,186,372			375,920			1,181,269

PROVISION FOR INCOME TAX (Note 12)		(150,168	)		(349,883	)		(108,066	)		(373,456	)		(127,803	)		(297,773	)		(91,971	)		(317,835	)


NET INCOME	W	415,713		W	1,044,104		W	333,640		W	1,014,535		$	353,798		$	888,599		$	283,949		$	863,434


NET INCOME PER SHARE
(In Korean won and U.S. dollars) (Note 14)	W	5,746		W	14,432		W	4,583		W	13,940		$	4.890		$	12.283		$	3.900		$	11.864


DILUTED NET INCOME PER SHARE
(In Korean won and U.S. dollars) (Note 14)	W	5,655		W	14,248		W	4,539		W	13,798		$	4.813		$	12.126		$	3.863		$	11.743

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 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			(W2,041,578	)	W	1,589,206		W	8,905,865		W	11,437,485
Cumulative effect of change in accounting policies		—		(15,432	)		—			4,893			—			(10,539	)

Adjusted balance, January 1, 2008		44,639		2,923,921			(2,041,578	)		1,594,099			8,905,865			11,426,946
Cash dividends		—		—			—			—			(609,711	)		(609,711	)
Interim dividends (Note 17)		—		—			—			—			(72,793	)		(72,793	)
Net income		—		—			—			—			1,014,535			1,014,535
Difference between the acquisition cost and the net book value incurred from the transactions between companies under common control companies (Note 4)		—		(60,067	)		—			—			—			(60,067	)
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 (Notes 3 and 13)		—		—			—			(997,105	)		—			(997,105	)
Equity in other comprehensive loss changes of affiliates, net (Notes 4 and 13)		—		—			—			(23,068	)		—			(23,068	)
Loss on valuation of currency swap, net (Notes 13 and 19)		—		—			—			5,867			—			5,867
Loss on valuation of interest swap, net (Notes 13 and 19)		—		—			—			(1,454	)		—			(1,454	)


Balance, September 30, 2008	W	44,639	W	2,863,854			(W1,998,452	)	W	578,339		W	9,237,896		W	10,726,276


Balance, January 1, 2009	W	44,639	W	2,957,095			(W2,147,530	)	W	373,785		W	9,501,018		W	10,729,007
Cash dividends		—		—			—			—			(609,203	)		(609,203	)
Interim dividends (Note 17)		—		—			—			—			(72,345	)		(72,345	)
Net income		—		—			—			—			1,044,104			1,044,104
Conversion right		—		73,622			—			—			—			73,622
Treasury stock (Note 11)		—		—			63,538			—			(92,477	)		(28,939	)
Loss on disposal of treasury stock (Note 11)		—		(722	)		(716	)		—			—			(1,438	)
Unrealized loss on valuation of long-term investment securities, net (Notes 3 and 13)		—		—			—			267,199			—			267,199
Equity in other comprehensive income changes of affiliates, net (Notes 4 and 13)		—		2,011			41,430			(42,513	)		(56,041	)		(55,113	)
Difference between the acquisition cost and net book value incurred from the business acquisition between companies under common control (Note 20)		—		—			(677,605	)		—			—			(677,605	)
Gain on valuation of currency swap, net (Notes 13 and 19)		—		—			—			13,114			—			13,114
Gain on valuation of interest swap, net (Notes 13 and 19)		—		—			—			13,703			—			13,703


Balance, September 30, 2009	W	44,639	W	3,032,006			(W2,720,883	)	W	625,288		W	9,715,056		W	10,696,106

(Continued)

SK TELECOM CO., LTD.
NON-CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 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	$	37,991	$	2,501,577			($1,737,513	)	$	1,352,515		$	7,579,459		$	9,734,029
Cumulative effect of change in accounting policies		—		(13,133	)		—			4,164			—			(8,969	)

Adjusted balance, January 1, 2008		37,991		2,488,444			(1,737,513	)		1,356,679			7,579,459			9,725,060
Cash dividends		—		—			—			—			(518,903	)		(518,903	)
Interim dividends (Note 17)		—		—			—			—			(61,951	)		(61,951	)
Net income		—		—			—			—			863,434			863,434
Difference between the acquisition cost and the net book value incurred from the transactions between companies under common control (Note 4)		—		(51,121	)		—			—			—			(51,121	)
Treasury stock (Note 11)		—		—			42,043			—			—			42,043
Loss on disposal of treasury stock (Note 11)		—		—			(5,340	)		—			—			(5,340	)
Unrealized loss on valuation of long-term investment securities, net (Note 3)		—		—			—			(848,600	)		—			(848,600	)
Equity in other comprehensive loss changes of affiliates, net (Note 4)		—		—			—			(19,632	)		—			(19,632	)
Loss on valuation of currency swap, net (Note 19)		—		—			—			4,993			—			4,993
Loss on valuation of interest swap, net (Note 19)		—		—			—			(1,237	)		—			(1,237	)


Balance, September 30, 2008	$	37,991	$	2,437,323			($1,700,810	)	$	492,203		$	7,862,039		$	9,128,746


Balance, January 1, 2009	$	37,991	$	2,516,677			($1,827,685	)	$	318,114		$	8,085,973		$	9,131,070

Cash dividends		—		—			—			—			(518,471	)		(518,471	)
Interim dividends (Note 17)		—		—			—			—			(61,570	)		(61,570	)
Net income		—		—			—			—			888,599			888,599
Conversion right		—		62,657			—			—			—			62,657
Treasury stock (Note 11)		—		—			54,075			—			(78,703	)		(24,628	)
Loss on disposal of treasury stock (Note 11)		—		(615	)		(609	)		—			—			(1,224	)
Unrealized loss on valuation of long-term investment securities, net (Note 3)		—		—			—			227,404			—			227,404
Equity in other comprehensive income changes of affiliates, net (Note 4)		—		1,712			35,259			(36,180	)		(47,696	)		(46,905	)
Difference between the acquisition cost and net book value incurred from the business acquisition between companies under common control (Note 20)		—		—			(576,685	)		—			—			(576,685	)
Gain on valuation of currency swap, net (Note 19)		—		—			—			11,161			—			11,161
Gain on valuation of interest swap, net (Note 19)		—		—			—			11,661			—			11,661


Balance, September 30, 2009	$	37,991	$	2,580,431			($2,315,645	)	$	532,160		$	8,268,132		$	9,103,069

See accompanying notes to non-consolidated financial statements.

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


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

Net income	W	1,044,104		W	1,014,535		$	888,599		$	863,434


Expenses not involving cash payments:
Provision for severance indemnities		25,481			26,681			21,686			22,707
Depreciation and amortization		1,378,122			1,353,278			1,172,870			1,151,726
Allowance for doubtful accounts		97,860			31,417			83,285			26,738
Foreign translation loss		86,255			98,995			73,409			84,251
Loss on valuation of short-term investment securities		—			3,607			—			3,070
Equity in losses of affiliates		175,277			168,868			149,172			143,717
Impairment loss on investment securities		3,186			—			2,711			—
Loss on disposal of inventories		1,159			—			986			—
Loss on disposal of investment assets		2,420			7,897			2,060			6,721
Loss on disposal of accounts receivable — other		28,711			—			24,435			—
Loss on disposal of property, equipment and intangible assets		22,835			22,427			19,434			19,087
Loss on transaction and valuation of currency swap		89,286			352,662			75,988			300,138
Loss on valuation of interest swap		4,123			—			3,509			—
Donations		—			126			—			107
Amortization of discounts on bonds and other		29,015			27,510			24,693			23,413


Sub-total		1,943,730			2,093,468			1,654,238			1,781,675


Income not involving cash receipts:
Reversal of allowance for doubtful accounts		(650	)		(242	)		(553	)		(206	)
Foreign translation gain		(61,838	)		(338,553	)		(52,628	)		(288,130	)
Equity in earnings of affiliates		(42,132	)		(32,079	)		(35,857	)		(27,301	)
Gain on valuation of short-term investment securities		(9,129	)		—			(7,769	)		—
Gain on disposal of investment assets		(514	)		(14,467	)		(437	)		(12,312	)
Gain on disposal of property, equipment and intangible assets		(604	)		(1,244	)		(514	)		(1,059	)
Gain on valuation of currency swap		(73,729	)		(156,213	)		(62,748	)		(132,947	)
Gain on valuation of currency option		(1,014	)		—			(863	)		—
Other		(24,585	)		(1,356	)		(20,923	)		(1,155	)


Sub-total		(214,195	)		(544,154	)		(182,292	)		(463,110	)


Changes in assets and liabilities related to operating activities:
Accounts receivable — trade		(79,619	)		41,910			(67,761	)		35,668
Accounts receivable — other		(462,988	)		(183,203	)		(394,032	)		(155,917	)
Inventories		(2,759	)		4,848			(2,348	)		4,126
Prepaid expenses		24,327			20,890			20,704			17,779
Advanced payments and other		9,472			(17,117	)		8,060			(14,568	)
Long-term accounts receivables — other		(119,274	)		(446,072	)		(101,510	)		(379,636	)
Accounts payable		(30,989	)		101,416			(26,374	)		86,311
Income tax payable		(197,512	)		(21,371	)		(168,095	)		(18,188	)
Accrued expenses		210,032			272,863			178,751			232,224
Withholdings		(66,033	)		104,603			(56,197	)		89,024
Current portion of subscription deposits		(61	)		(412	)		(52	)		(351	)
Advanced receipts and other		(2,919	)		(16,073	)		(2,485	)		(13,678	)
Deferred income taxes		20,682			(124,226	)		17,602			(105,724	)
Severance indemnities payments		(20,368	)		(10,699	)		(17,334	)		(9,106	)
Deposits for group severance indemnities and other deposits		12,620			1,991			10,739			1,694
Dividends received from affiliate		6,817			6,394			5,802			5,442


Sub-total		(698,572	)		(264,258	)		(594,530	)		(224,900	)


Net Cash Provided by Operating Activities		2,075,067			2,299,591			1,766,015			1,957,099

(Continued)

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


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

Cash inflows from investing activities:
Withdrawal of long-term financial instruments	W	—		W	10,000		$	—		$	8,511
Disposal of short-term investment securities, net		240,153			280,612			204,386			238,819
Collection of short-term loans		266,778			182,231			227,045			155,090
Collection of long-term loans		25,173			2,923			21,424			2,488
Proceeds from sales of long-term investment securities		5,071			369,103			4,316			314,130
Proceeds from sales of equity securities accounted forusingtheequitymethod		6,444			3,162			5,484			2,690
Decrease in guarantee deposits		18,271			11,462			15,550			9,755
Decrease in other non-current assets		35,150			25,932			29,914			22,070
Proceeds from disposal of property and equipment		2,557			4,386			2,176			3,733
Proceeds from disposal of intangible assets		1,800			1,828			1,532			1,556
Cash inflows from transaction of currency swap		8,120			—			6,911			—

Sub-total		609,517			891,639			518,738			758,842


Cash outflows for investing activities :
Acquisition of short-term financial instruments		(86,302	)		(74,206	)		(73,449	)		(63,154	)
Extension of short-term loans		(204,160	)		(180,809	)		(173,753	)		(153,880	)
Extension of long-term loans		(15,531	)		(87,739	)		(13,218	)		(74,671	)
Extension of long-term financial instruments		(6,500	)		—			(5,532	)		—
Acquisition of long-term investment securities		(188,841	)		(11,543	)		(160,716	)		(9,824	)
Acquisition of equity securities accounted for using theequitymethod		(433,996	)		(1,693,068	)		(369,358	)		(1,440,909	)
Increase in guarantee deposits and other		(120,959	)		(69,508	)		(102,944	)		(59,156	)
Acquisition of property and equipment		(918,619	)		(987,318	)		(781,802	)		(840,271	)
Increase in intangible assets		(15,463	)		(25,024	)		(13,160	)		(21,297	)
Cash outflows from transaction of currency swap		(18,822	)		(255,374	)		(16,019	)		(217,340	)
Cash outflows from business acquisition		(894,983	)		—			(761,688	)		—

Sub-total		(2,904,176	)		(3,384,589	)		(2,471,639	)		(2,880,502	)


Net Cash Used in Investing Activities		(2,294,659	)		(2,492,950	)		(1,952,901	)		(2,121,660	)


CASH FLOWS FROM FINANCING ACTIVITIES:

Cash inflows from financing activities:
Issuance of bonds		1,114,937			380,041			948,883			323,439
Proceeds from short-term borrowings		600,000			300,000			510,638			255,319
Proceeds from long-term borrowings		—			500,000			—			425,532
Increase in guarantee deposits received and other		7,153			8,403			6,087			7,152
Proceeds from disposal of treasury stock		—			42,246			—			35,954
Cash inflows from transaction of currency option		1,014			—			863			—

Sub-total		1,723,104			1,230,690			1,466,471			1,047,396


Cash outflows for financing activities:
Repayment of short-term borrowings		(123,200	)		—			(104,851	)		—
Repayment of long-term borrowings		(6,186	)		—			(5,265	)		—
Repayment of current portion of long-term debts		(715,672	)		(411,642	)		(609,083	)		(350,334	)
Payment of dividends		(681,548	)		(682,556	)		(580,041	)		(580,899	)
Decrease in subscription deposits		—			(1,633	)		—			(1,390	)
Decrease in other non-current liabilities		(2,152	)		(8,406	)		(1,830	)		(7,153	)
Acquisition of treasury stock		(28,938	)		—			(24,628	)		—
Cash outflows from transaction of currency swap		(163,374	)		—			(139,042	)		—

Sub-total		(1,721,070	)		(1,104,237	)		(1,464,740	)		(939,776	)


Net Cash provided by Financing Activities		2,034			126,453			1,731			107,620


NET DECREASE IN CASH AND CASH EQUIVALENTS		(217,558	)		(66,906	)		(185,155	)		(56,941	)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		434,177			575,646			369,512			489,911


CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	W	216,619		W	508,740		$	184,357		$	432,970

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 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 and the New York and London Stock Exchanges, respectively. As of September 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 stockholders		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 W1,175.00 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 September 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 September 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):

December 31,

September 30, 2009

2008

Acquisition

Carrying

Fair value and

cost

Fair value

amount

carrying amount

Trading securities (Note a)

135,000

135,169

366,040

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

1,687,722

1,833,881

3,704

Total

1,822,722

1,969,050

369,744


(Note a)		The Company’s trading securities as of September 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 September 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


	September 30, 2009			December 31, 2008

Available-for-sale equity securities	W	3,491,692		W	3,066,306
Available-for-sale debt securities		96,650			4,787


Total		3,588,342			3,071,093
Less: current portion		(1,833,881	)		(3,704	)


Long-term portion	W	1,754,461		W	3,067,389

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

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


	September 30, 2009									Carrying amount
	Number of		Percentage		Acquisition					September 30,		December 31,
	shares		(%)		cost		Fair value			2009		2008
(Investments in listed companies)
Digital Chosunilbo Co., Ltd.		2,890,630		7.8	W	5,781	W	7,082		W	7,082	W	5,636
KRTnet Corporation		234,150		4.4		1,171		1,503			1,503		1,098
POSCO Corp.		2,481,310		2.8		332,662		1,208,398			1,208,398		942,898
LG Powercomm Co., Ltd.		6,000,000		4.5		240,243		37,200	(Note a)		37,200		39,000
nTels Co., Ltd.		205,200		6.2		34		698			698		504
China Unicom Ltd.		899,745,075		3.8		1,333,009		1,515,272	(Note g)		1,515,272		1,357,648
Qualcomm Inc.		—		—		—		—	(Note b)		—		2,514
DAEA TI Co., Ltd.		—		—		—		—	(Note b)		—		89
Extended Computing Environment Co., Ltd.		—		—		—		—	(Note b)		—		40

Sub-total						1,912,900		2,770,153			2,770,153		2,349,427


(Investments in non-listed companies)
SK C&C Co., Ltd.		15,000,000		30.0		501,651		450,000	(Notes c&g)		450,000		676,716
The Korea Economic Daily		2,585,069		13.8		13,964	(Note e)				13,964		13,964
Others						132,525	(Notes d&e)				9,746		12,932

Sub-total						648,140					473,710		703,612


(Investments in funds)
Global Opportunities Breakaway Fund						186,390		234,816	(Note f)		234,816		—
Others						13,013	(Note e)				13,013		13,267

Sub-total						199,403					247,829		13,267


Total					W	2,760,443				W	3,491,692	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 September 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 others were all sold during the nine months ended September 30, 2009 and the difference between the disposal price and acquisition cost was recorded as 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 nine months ended September 30, 2009. On September 18, 2009, the board of directors of the Company resolved to dispose the investment in common stock of SK C&C Co., Ltd through initial public offering and recorded the investment at the initial offering price, which was W30,000 per common share decided on November 2, 2009. In addition, the Company recorded unrealized gain on valuation of investments of W79,246 million (net of tax effect of W24,398 million) as of September 30, 2009.


(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 nine months ended September 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 nine months ended September 30, 2009, the Company entered into limited partnership agreement with overseas private fund. In accordance with the partnership agreement, the Company has contributed US$ 150 million out of total capital commitment of US$ 200 million. In addition, the difference between the fair value and acquisition cost of W37,772 million (net of tax effect of W10,654 million) was recorded as unrealized gain on valuation of long-term investment securities in other comprehensive income.

(Note g)		The Company transferred its investment in common stock of SK C&C Co., Ltd. totaling W315,000 million to current portion as of September 30, 2009 as the disposition of the investment was resolved by the initial public offering on November 2, 2009. In addition, the investment of China Unicom Ltd. totaling W1,515,272 million transferred to current portion as the disposition of the investment was reserved by board of directors of the Company on September 25, 2009.

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

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


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

Public bonds	(Note a)	W	299		W	299		W	1,236
Closed beneficiary certificates (Note b)	October, 2009		3,501			3,553			3,551
Subordinated bonds (Note c)			90,980			90,980			—
Convertible bonds of Magic Tech Network (Note d)	March, 2011		1,818			1,818			—


Total			96,598			96,650			4,787
Less current portion			(3,557	)		(3,609	)		(3,704	)


Long-term available-for-sale debt securities		W	93,041		W	93,041		W	1,083

The interest income incurred from available-for-sale debt securities for the nine months ended September 30, 2009 and 2008 amounted to W229 million and W3,710 million, respectively, and for the three months ended September 30, 2009 and 2008 amounted to W68 million and W954 million, respectively.


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


Maturity	September 30, 2009		December 31, 2008

Within one year	W	57	W	153
After one year but within five years		242		1,083

	W	299	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 21).

(Note d)		On September 3, 2009, the Company purchased convertible bonds of Magic Tech Network for US$ 1,458,065. Such convertible bonds have conversion price of US$ 274.749 per share of common stock of Magic Tech Network.

	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 nine months ended September 30, 2009 and 2008 are as follows (In millions of Korean won):


	For the nine months ended September 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	89,037		(W	30	)	W	1,030,103
Unrealized loss on valuation of long-term investment securities		(401,945	)		239,971			1,848			(160,126	)


Sub-total		539,151			329,008			1,818			869,977
Less tax effect		(125,881	)		(63,227	)		(400	)		(189,508	)


Total	W	413,270		W	265,781		W	1,418		W	680,469


	For the nine months ended September 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			(W1,283,003	)	W	—		W	1,119,281
Unrealized loss on valuation of long-term investment securities		(158,575	)		(97,466	)		5,152			(250,889	)


Sub-total		2,243,709			(1,380,469	)		5,152			868,392
Less tax effect		(617,020	)		379,629			(1,417	)		(238,808	)


Total	W	1,626,689			(W1,000,840	)	W	3,735		W	629,584


4.		EQUITY SECURITIES ACCOUNTED FOR USING THE EQUITY METHOD

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


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

SK Broadband Co., Ltd.		149,638,354		50.6	W	1,450,804	W	737,608		(Note a)	W	1,282,705	W	1,146,736
SK Communications Co., Ltd.		28,029,945		64.8		175,441		124,572				135,861		147,392
SK Telink Co., Ltd.		943,997		90.8		5,296		129,315				129,315		112,358
SK Marketing & Company Co., Ltd.		5,000,000		50.0		190,000		107,742				107,742		101,345
PS&Marketing Corporation		30,000,000		100.0		150,000		134,800		(Note b)		134,800		—
SK Wyverns Baseball Club Co., Ltd.		199,997		100.0		1,000		(2,048	)			—		—
Paxnet Co., Ltd.		5,590,452		59.7		26,563		16,516				30,730		30,086
F&U Credit Information Co., Ltd.		300,000		50.0		2,410		3,665				4,136		4,244
TU Media Corp.		28,538,064		44.2		151,980		12,476				12,476		14,847
Aircross Co., Ltd.		—		—		—		—		(Note c)		—		7,289
IHQ, Inc.		14,960,784		37.1		51,846		12,939				22,575		26,957
Ntreev Soft Co., Ltd.		2,064,970		63.7		33,120		9,216				9,365		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		39,229				39,841		35,895
Harex Info Tech, Inc.		225,000		21.2		3,375		245				333		598
SK Mobile		—		20.0		4,930		2,111				2,111		2,111
SKT Vietnam PTE Ltd.		180,476,700		73.3		191,273		89,531				89,531		112,160
Skytel Co., Ltd.		1,951,777		29.3		2,159		14,447				14,447		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		2,367				8,014		9,626
ULand Company Ltd.		14,100,100		70.2		17,511		4,086				4,086		5,401
Virgin Mobile USA, Inc.		13,940,549		16.6		62,096		(55,468	)			50,578		62,096
SKT Americas, Inc.		109		100.0		30,457		26,954				26,954		36,126
SK Telecom China Holding Co., Ltd.		—		100.0		29,595		29,034		(Note d)		29,034		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		210,555				210,555		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		14,850,000,000		74.2		14,850		13,203				13,203		13,954
Stonebridge Cinema Fund (formerly IMM Cinema Fund)		120		45.6		12,000		8,153				8,153		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		1,174				1,174		2,117
Magic Tech Network		4,500		30.0		8,494		2,162				6,798		7,725
SK Telecom Global Investment B.V.		18,000		100.0		39,319		41,823		(Note d)		41,823		31,866
SKY Property Mgmt. Ltd.		22,980		60.0		283,367		272,691				272,691		287,405
Wave City Development Co. Ltd.		382,000		19.1		1,967		1,908				1,908		1,908


	September 30, 2009									Carrying amount
			Ownership
	Number		percentage		Acquisition		Net asset			September 30,		December 31,
	of shares		(%)		cost		value			2009		2008
Prmaxsoftware Tech. Co., Ltd.		—		97.2	W	11,665	W	10,974	(Note d)	W	11,147	W	7,127
Benex Digital Cultural Contents Fund		50		19.9		5,000		5,068			5,068		5,068
Benex Focus Limited Partnership II		200		66.7		20,000		19,898			19,898		20,089
K-net Culture & Contents Venture Fund		59		59.0		11,800		11,756	(Note d)		11,756		5,856
Open Innovation Fund		200		98.5		20,000		19,996			19,996		20,044
Other investments in affiliates						23,381			(Note e)		23,381		23,564


Total					W	3,361,506				W	2,829,912	W	2,600,719


(Note a)		For the nine months ended September 30, 2009, the Company additionally invested W241,176 million in SK Broadband Co., Ltd. which increased the Company’s ownership from 43.4% to 50.6%.

(Note b)		For the nine months ended September 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 c)		For the nine months ended September 30, 2009, Aircross Co., Ltd. was fully liquidated.

(Note d)		For the nine months ended September 30, 2009, the Company additionally invested W6,302 million in SK Telecom China Holding Co., Ltd., W13,247 million in SK Telecom Global Investment B.V., W4,538 million in Prmaxsoftware Tech. Co., Ltd. and W5,900 million in K-net Culture & Contents Venture Fund.

(Note e)		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 nine months ended September 30, 2009 and 2008 are as follows (In millions of Korean won):


		For the nine months ended September 30, 2009
									Equity in
									other com-						Equity			Equity
						Equity in			prehen-						method in			method in						Other
		Beginning		Acquisi		earnings			sive			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	241,176	(W	76,740	)	W	5,021		W	—		(W	56,043	)	W	22,555		W	—		W	—		W	1,282,705
SK Communications Co., Ltd.	(Note a)		147,392		—		(10,850	)		(18,433	)		2,047			—			15,705			—			—			135,861
SK Telink Co., Ltd.	(Notes a and c)		112,358		—		23,009			273			—			—			—			(6,325	)		—			129,315
SK Marketing & Company Co., Ltd.	(Note a)		101,345		—		11,167			(4,770	)		—			—			—			—			—			107,742
PS&Marketing Corporation	(Note a)		—		150,000		(15,200	)		—			—			—			—			—			—			134,800
SK Wyverns Baseball Club Co., Ltd.	(Note b)		—		—		(1	)		—			—			—			—			—			—			—
Paxnet Co., Ltd.	(Notes a and c)		30,086		—		1,136			(281	)		—			—			281			(492	)		—			30,730
F&U Credit Information Co., Ltd.	(Note b)		4,244		—		(108	)		—			—			—			—			—			—			4,136
TU Media Corp.	(Note a)		14,847		—		(2,371	)		36			(36	)		—			—			—			—			12,476
Aircross Co., Ltd.	(Note d)		7,289		—		—			—			—			—			—			—			(7,289	)		—
IHQ, Inc.	(Note a)		26,957		—		(5,345	)		(5,007	)		—			—			5,970			—			—			22,575
Ntreev Soft Co., Ltd.	(Note a)		9,575		—		(302	)		43			—			—			49			—			—			9,365
Commerce Planet Co., Ltd.	(Note b)		1,535		—		(428	)		—			—			—			—			—			—			1,107
Loen Entertainment, Inc.	(Note a)		35,895		—		1,323			2,945			—			—			(322	)		—			—			39,841
Harex Info Tech, Inc.	(Note b)		598		—		(265	)		—			—			—			—			—			—			333
SK Mobile	(Note b)		2,111		—		—			—			—			—			—			—			—			2,111
SKT Vietnam PTE Ltd.	(Note a)		112,160		—		(17,822	)		(4,807	)		—			—			—			—			—			89,531
Skytel Co., Ltd.	(Note a)		12,381		—		4,574			(2,508	)		—			—			—			—			—			14,447
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		—		(1,488	)		(124	)		—			—			—			—			—			8,014
ULand Company Ltd.	(Note a)		5,401		—		(1,077	)		(238	)		—			—			—			—			—			4,086
Virgin Mobile USA, Inc.	(Note a)		62,096		—		(11,529	)		11			—			—			—			—			—			50,578
SKT Americas, Inc.	(Notes a and e)		36,126		—		(20,404	)		(1,758	)		—			—			—			—			12,990			26,954
SK Telecom China Holding Co., Ltd.	(Note a)		30,780		6,302		(6,258	)		(1,790	)		—			—			—			—			—			29,034
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		—		(345	)		175			—			—			—			—			—			210,555
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		—		(680	)		(72	)		—			—			1			—			—			13,203
Stonebridge Cinema Fund (formerly IMM Cinema Fund)	(Note a)		8,435		—		(282	)		—			—			—			—			—			—			8,153
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			(194	)		—			—			(928	)		—			—			1,174
Magic Tech Network	(Note b)		7,725		—		(927	)		—			—			—			—			—			—			6,798
SK Telecom Global Investment B.V.	(Note a)		31,866		13,274		120			(3,437	)		—			—			—			—			—			41,823
SKY Property Mgmt. Ltd.	(Note a)		287,405		—		436			(15,150	)		—			—			—			—			—			272,691
Wave City Development Co. Ltd.	(Note b)		1,908		—		—			—			—			—			—			—			—			1,908
Prmaxsoftware Tech. Co., Ltd.	(Note b)		7,127		4,538		(518	)		—			—			—			—			—			—			11,147
Benex Digital Cultural Contents Fund	(Note b)		5,068		—		—			—			—			—			—			—			—			5,068
Benex Focus Limited Partnership II	(Note a)		20,089		—		(191	)		—			—			—			—			—			—			19,898
K-net Culture & Contents Venture Fund	(Note b)		5,856		5,900		—			—			—			—			—			—			—			11,756
Open Innovation Fund	(Note a)		20,044		—		(48	)		—			—			—			—			—			—			19,996

Total		W	2,577,155		421,190		(133,145	)		(46,858	)		2,011			(56,043	)		43,337			(6,817	)		5,701		W	2,806,531

Less: six months ended June 30, 2009					163,332		(73,022	)		(12,908	)		2,003			(56,043	)		18,280			(6,817	)		(7,289	)

Three months ended September 30, 2009				W	257,858	(W	60,123	)	(W	33,950	)	W	8		W	—		W	25,057		W	—		W	12,990


(Note a)	Investments were recorded using the equity method of accounting based on unaudited and unreviewed financial statements as of and for the nine months ended September 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 September 30, 2009 was not available and the change in the Company’s portion of stockholders’ equity of the investee for the nine months ended September 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.

(note e)	For the nine months ended September 20, 2009, SKT Americas, Inc. merged with SKT Holding America and as such the book value of the investment in SKT Holding America was transferred to the investment in SKT Americas, Inc. as of September 30, 2009.


		For the nine months ended September 30, 2008
									Equity in			Equity
						Equity in			capital surplus			method in						Other
		Beginning balance		Acquisi- tion		earnings (losses)			and capital adjustments			capital adjustments			Dividend received			increase (decrease)			Ending balance
SK Broadband Co., Ltd.		W	—	W	1,093,104	(W	31,964	)	W	3,473		W	—		W	—		W	116,525		W	1,181,138
SK Communications Co., Ltd.			149,850		—		(5,991	)		8,864			—			—			—			152,723
SK Telink Co., Ltd.			97,136		—		17,905			(60	)		—			(5,947	)		—			109,034
SK Marketing & Company Co. Ltd			—		190,000		6,226			(93,878	)		—			—			—			102,348
SK Wyverns Baseball Club Co., Ltd.	(Note a)		—		—		(989	)		—			—			—			—			—
Paxnet Co., Ltd.			30,237		—		(111	)		406			—			(447	)		—			30,085
F&U Credit Information Co., Ltd.	(Note a)		3,851		—		(31	)		—			—			—			—			3,820
TU Media Corp.			5,527		55,000		(12,467	)		—			(30,642	)		—			—			17,418
Aircross Co., Ltd.	(Note a)		5,967		—		(939	)		(18	)		—			—			—			5,010
IHQ, Inc.			38,911		—		(8,657	)		(402	)		—			—			—			29,852
Ntreev Soft Co., Ltd.			13,221		—		(4,418	)		138			—			—			—			8,941
Baba Club	(Note a)		1,733		—		—			—			—			—			(1,733	)		—
Commerce Planet Co., Ltd.	(Note a)		6,266		—		(419	)		—			—			—			1,733			7,580
Loen Entertainment, Inc.			21,415		—		562			(2,735	)		—			—			—			19,242
Harex Info Tech, Inc.	(Note a)		1,118		—		(263	)		—			—			—			—			855
SK Mobile	(Note a)		3,272		2,004		—			—			—			—			(3,166	)		2,110
SKT Vietnam PTE Ltd.			101,412		—		(14,635	)		24,339			(71	)		—			—			111,045
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			—		10,954		(1,318	)		578			—			—			—			10,214
ULand Company Ltd.			5,290		—		2,367			1,618			—			—			—			9,275
SK Telecom USA Holdings, Inc.			63,023		99,141		(83,282	)		27,762			(22,988	)		—			—			83,656
SKT Americas, Inc,	(Note a)		26,454		—		431			305			—			—			—			27,190
SK Telecom China Holding Co., Ltd.			19,070		4,223		(980	)		8,264			—			—			—			30,577
SK USA, Inc.	(Note a)		3,140		—		—			—			—			—			—			3,140
Helio, LLC & Inc.			333		—		(572	)		15			340			—			—			116
Korea IT Fund			210,568		—		4,530			(581	)		—			—			—			214,517
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		—		(412	)		923			—			—			—			13,878
Stonebridge Cinema Fund (formerly IMM Cinema Fund)			9,089		—		(725	)		—			—			—			—			8,364
Michigan Global Cinema Fund	(Note a)		3,542		—		—			—			—			—			—			3,542
3rd Fund of Isu Entertainment	(Note a)		1,690		—		—			—			—			—			—			1,690
Cyworld China Holdings	(Note a)		—		10,272		—			—			(6,231	)		—			—			4,041
Magic Tech Network	(Note a)		—		8,384		(303	)		—			—			—			—			8,081
SKT Global Investment B.V.I.O.	(Note a)		—		26,044		—			—			—			—			—			26,044
SKY Property Mgmt. Ltd.	(Note a)		—		178,427		—			—			—			—			—			178,427

Total		W	867,020		1,677,553		(136,788	)		(20,907	)		(59,592	)		(6,394	)		110,896		W	2,432,777

Less six months ended June 30, 2008					1,428,117		(94,954	)		(104,211	)		(30,373	)		(6,394	)		114,062

Three months ended September 30, 2008				W	249,436	(W	41,834	)	W	83,304		(W	29,219	)	W	—		(W	3,166	)

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 nine months ended September 30, 2009 and 2008 are as follows (In millions of Korean won):


	For the nine months ended September 30, 2009
	Beginning			Increase/					Ending
	balance			(decrease)		Amortization			balance

SK Broadband Co., Ltd.	W	534,051		W	26,435	(W	15,389	)	W	545,097
SK Communications Co., Ltd.		12,122			—		(669	)		11,453
Paxnet Co., Ltd.		15,018			—		(804	)		14,214
F&U Credit Information Co., Ltd.		503			—		(32	)		471
IHQ, Inc.		13,767			—		(4,130	)		9,637
Ntreev Soft Co., Ltd.		595			—		(446	)		149
Loen Entertainment, Inc.		1,223			—		(612	)		611
Harex Info Tech, Inc.		351			—		(263	)		88
Skytel Co., Ltd.		(1,387	)		—		1,387			—
SK China Company Ltd.		106			—		(106	)		—
TR Entertainment		6,856			—		(1,210	)		5,646
Virgin mobile USA, Inc.		125,930			—		(19,884	)		106,046
Magic Tech Network		5,562			—		(927	)		4,635
Prmaxsoftware Tech. Co., Ltd.		691			—		(518	)		173


Total	W	715,388			26,435		(43,603	)	W	698,220

Less: six months ended June 30, 2009					—		(23,434	)

Three months ended September 30, 2009				W	26,435	(W	20,169	)


	For the nine months ended September 30, 2008
	Beginning		Increase						Ending
	balance		(decrease)			Amortization			balance

SK Broadband Co., Ltd.	W	—	W	565,174		(W	20,749	)	W	544,425
SK Communications Co., Ltd.		21,019		(8,005	)		(669	)		12,345
Paxnet Co., Ltd.		16,091		—			(804	)		15,287
F&U Credit Information Co., Ltd.		545		—			(32	)		513
IHQ, Inc.		19,274		—			(4,130	)		15,144
Ntreev Soft Co., Ltd.		1,282		(92	)		(446	)		744
Baba Club		2,504		(2,504	)		—			—
Commerce Planet Co., Ltd.		3,950		—			(658	)		3,292
Loen Entertainment, Inc.		2,039		—			(612	)		1,427
Harex Info Tech, Inc.		701		—			(263	)		438
Uland Company Ltd.		4,245		—			(193	)		4,052
TR Entertainment		—		8,066			(807	)		7,259
Magic Tech Network		—		6,071			(303	)		5,768


Total	W	71,650		568,710			(29,666	)	W	610,694

Less six months ended June 30, 2008				569,224			(12,657	)

Three months ended September 30, 2008			(W	514	)	(W	17,009	)

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


	For the nine months ended September 30, 2009
	Beginning							Ending
Subsidiary	balance		Increase		Decrease			balance

SK Communications Co., Ltd.	W	269	W	—	(W	105	)	W	164
SK China Company Ltd.		1,086		—		—			1,086


Total	W	1,355		—		(105	)	W	1,250

Less: six months ended June 30, 2009				—		(70	)

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


	For the nine months ended September 30, 2008
	Beginning							Ending
Subsidiary	balance		Increase		Decrease			balance

SK Communications Co., Ltd.	W	2,192	W	—	(W	1,888	)	W	304
Uland Company Limited.		2,981		—		(2,981	)		—
SK China Company Ltd.		1,086		—		—			1,086


Total	W	6,259		—		(4,869	)	W	1,390

Less: six months ended June 30, 2008				—		(4,834	)

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

Details of market price of the equity securities accounted for using the equity method as of September 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	5,210		149,638,354	W	779,616
SK Communications Co., Ltd.		8,830		28,029,945		247,504
IHQ, Inc.		1,240		14,960,784		18,551
Loen Entertainment, Inc.		5,080		16,054,812		81,558

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


	Total		Total				Net
	assets		liabilities		Revenue		income (loss)

SK Broadband Co., Ltd.	W	3,064,055	W	1,605,192	W	1,368,058		(W131,540	)
SK Communications Co., Ltd.		268,501		76,322		147,790		(15,711	)
SK Telink Co., Ltd.		210,764		68,298		224,508		25,374
SK Marketing & Company Co., Ltd.		591,350		375,865		207,273		22,664
PS&Marketing Corporation		185,175		50,375		279,134		(15,200	)
Paxnet Co., Ltd.		43,061		15,414		32,315		3,320
TU Media Corp.		268,563		240,307		99,314		(4,555	)
IHQ, Inc.		52,404		17,520		32,447		(506	)
Ntreev Soft Co., Ltd.		27,666		13,197		16,901		124
Loen Entertainment, Inc.		97,775		35,977		72,511		4,350
SKT Vietnam PTE Ltd.		142,255		20,145		140		(21,940	)
Skytel Co., Ltd.		56,878		7,643		29,109		10,961
TR Entertainment		6,543		933		8,130		(660	)
ULand Company Limited		8,970		3,146		4,984		(1,191	)
Virgin Mobile USA, Inc.		384,918		719,870		846,505		50,452
SKT Americas, Inc		37,408		10,454		16,136		(15,660	)
SK Telecom China Holdings		44,246		15,212		18,336		(4,571	)
Korea IT Fund		332,455		—		10,994		(561	)
SKT-KTB Music Investment Fund		17,879		81		325		(917	)
Stonebridge Cinema Fund (formerly IMM Cinema Fund)		17,868		—		255		(10	)
SK Telecom Global Investment B.V.		41,927		104		342		185
SKY Property Mgmt. Ltd.		611,435		156,949		31,583		2,519
2nd Benex Focus investment Fund		30,131		284		557		(286	)
Open Innovation Fund		20,488		192		522		(49	)


5.		LOANS TO EMPLOYEES

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


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

Loans to Employees’ Stock Ownership Association (Note)	W	1,774	W	56,830	W	58,604	W	60,908
Loans to employees for housing and other		48		10		58		106


Total	W	1,822	W	56,840	W	58,662	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 September 30, 2009 and December 31, 2008 are as follows (In millions of Korean won):


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

Land	—	W	459,318		W	447,088
Buildings and structures	30,15		1,599,261			1,510,018
Machinery	6		14,327,189			13,441,993
Vehicles	4		53,467			21,070
Other	4		931,691			1,016,133
Construction in progress	—		488,166			281,574


			17,859,092			16,717,876
Less: accumulated depreciation			(12,749,362	)		(12,019,662	)


Property and equipment, net		W	5,109,730		W	4,698,214

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


	For the nine months ended September 30, 2009
					Business
	Beginning				acquisition											Ending
	balance		Acquisition		(Note)		Disposal			Transfer			Depreciation			balance

Land	W	447,088	W	8,519	W	3,939	(W	757	)	W	529		W	—		W	459,318
Buildings and structures		1,012,226		2,152		66,626		(174	)		821			(42,462	)		1,039,189
Machinery		2,594,086		16,843		543,447		(2,608	)		602,552			(904,208	)		2,850,112
Vehicles		2,035		43		—		(49	)		33,638			(1,108	)		34,559
Other		361,205		645,701		206		(15,945	)		(679,448	)		(73,333	)		238,386
Construction in progress		281,574		245,361		7,135		(3,290	)		(42,614	)		—			488,166


Total	W	4,698,214	W	918,619	W	621,353	(W	22,823	)	(W	84,522	)	(W	1,021,111	)	W	5,109,730


(Note)		The Company acquired the leased line business from SK Networks Co., Ltd. (See Note 20).


	For the nine months ended September 30, 2008
	Beginning													Ending
	balance		Acquisition		Disposal			Transfer			Depreciation			Balance

Land	W	444,252	W	96	(W	893	)	W	2,639		W	—		W	446,094
Buildings and structures		1,054,484		4,704		(965	)		2,897			(42,067	)		1,019,053
Machinery		2,495,252		18,168		(3,113	)		688,633			(893,960	)		2,304,980
Vehicles		3,196		91		(239	)		—			(1,354	)		1,694
Other		305,095		716,958		(15,438	)		(593,203	)		(72,229	)		341,183
Construction in progress		292,134		247,300		(4,837	)		(182,277	)		—			352,320


Total	W	4,594,413	W	987,318	(W	25,485	)	(W	81,311	)	(W	1,009,610	)	W	4,465,324


7.		INTANGIBLE ASSETS

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


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

Goodwill	W	2,341,625	(W	999,669	)	W	1,341,956	W	2,341,625	(W	902,259	)	W	1,439,366
Frequency use rights		1,385,120		(628,748	)		756,372		1,385,120		(541,349	)		843,771
Software development costs		155,464		(145,312	)		10,152		188,358		(174,869	)		13,489
Computer software		1,267,957		(743,245	)		524,712		1,174,908		(586,654	)		588,254
Other		144,272		(89,673	)		54,599		139,562		(82,850	)		56,712


	W	5,294,438	(W	2,606,647	)	W	2,687,791	W	5,229,573	(W	2,287,981	)	W	2,941,592

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


	For the nine months ended September 30, 2009
					Business
	Beginning				acquisition										Ending
	balance		Increase		(Note)		Decrease			Transfer		Amortization			balance

Goodwill	W	1,439,366	W	—	W	—	W	—		W	—	(W	97,410	)	W	1,341,956
Frequency use rights		843,771		—		—		—			—		(87,399	)		756,372
Software development costs		13,489		—		—		—			—		(3,337	)		10,152
Computer software		588,254		7,882		6,540		(1,953	)		84,923		(160,934	)		524,712
Other		56,712		7,581		—		(1,813	)		50		(7,931	)		54,599


Total	W	2,941,592	W	15,463	W	6,540	(W	3,766	)	W	84,973	(W	357,011	)	W	2,687,791


(Note)		The Company acquired the leased line business from SK Networks Co., Ltd. (See Note 20).


	For the nine months ended September 30, 2008
	Beginning												Ending
	balance		Increase		Decrease			Transfer		Amortization			balance

Goodwill	W	1,569,247	W	—	W	—		W	—	(W	97,411	)	W	1,471,836
Frequency use rights		960,302		—		—			—		(87,399	)		872,903
Software development costs		13,029		—		—			4,775		(7,854	)		9,950
Computer software		585,574		14,289		(1,761	)		75,309		(144,309	)		529,102
Other		46,790		10,735		(151	)		1,552		(6,695	)		52,231


Total	W	3,174,942	W	25,024	(W	1,912	)	W	81,636	(W	343,668	)	W	2,936,022

The book value as of September 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	1,338,402	Goodwill related to acquisition of Shinsegi Telecomm, Inc.	10 years and 3 months
IMT license		700,984	Frequency use rights relating to W-CDMA Service	(Note a)
WiBro license		50,605	WiBro Service	(Note b)
DMB license		4,783	DMB Service	6 years and 9 months


(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 September 30, 2009 and December 31, 2008 are as follows (In millions of Korean won and thousands of foreign currency):


	Maturity	Annual interest	September 30,			December 31,
	year	rate (%)	2009			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		356,610			377,250
Dollar denominated bonds (US$ 400,000)	2027	6.63		475,480			503,000
Yen denominated bonds (JPY 12,500,000)	2012	3-month Euro Yen LIBOR rate +0.55 (Note a)		164,850			174,237
Yen denominated bonds (JPY 5,000,000)	2012	3-month Euro Yen TIBOR rate +2.5 (Note b)		65,940			—
Yen denominated bonds (JPY 3,000,000)	2012	3-month Euro Yen LIBOR rate +2.5 (Note a)		39,564			—
Convertible bonds (US$ 229,160)	2009	—		—			268,415
Convertible bonds (US$ 332,528)	2014	1.75		437,673			—
Floating rate notes (US$ 150,000,000)	2010	3-month LIBOR rate +3.05 (Note c)		178,305			188,625
Floating rate notes (US$ 220,000,000)	2012	3-month LIBOR rate +3.15 (Note c)		261,514			—


Total				3,949,936			3,511,527
Less discounts on bonds				(65,120	)		(61,143	)
Less conversion right adjustments				(85,500	)		(5,733	)
Add long-term accrued interest				—			17,256


Net				3,799,316			3,461,907
Less portion due within one year				(199,318	)		(579,424	)


Long-term portion			W	3,599,998		W	2,882,483


(Note a)		The 3-months Euro Yen LIBOR rate as of September 30, 2009 is 0.35%.

(Note b)		The 3-months Euro Yen TIBOR rate as of September 30, 2009 is 0.54%.

(Note c)		The 3-months LIBOR rate as of September 30, 2009 is 0.29%.

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 September 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 nine months ended September 30, 2009, no conversion was made.


9.		LONG-TERM BORROWINGS

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

Final

Annual interest

September 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

Woori Bank

April 18, 2016

91 days CD yield + 3.17%

58,400

—

KEB

March31, 2016

91 days CD yield + 3.09%

31,749

—

KDB

April 17, 2016

6 months IFB yield +3.69%

167,014

—

Shinhan Bank

April 19, 2016

6 months BD yield+3.36%

123,400

—

Hana Bank

March31, 2016

5.50

65,300

—

Nonghyup

March31, 2016

5.70

41,500

—

EXIM Bank

April 15, 2016

5.75

98,600

—

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

1,285,963

700,000

Equivalent in Korean won

1,404,833

825,750

Less current portion

93,784

—

Long-term borrowings

1,311,049

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 September 30, 2009 in accordance with the loan agreement.


(Note)		At September 30, 2009, the 91 days CD yield and the 6M LIBOR rate and the 6 months Industrial Financial Bond yield and the 6 months Bank Debenture yield are 2.76%, 0.63%, 3.33% and 3.40%, 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 September 30, 2009 and December 31, 2008 are as follows:


	September 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 nine months ended September 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

W44,639

W2,915,887

At September 30, 2009

80,745,711

W44,639

W2,915,887


(Note)		During the year ended December 31, 2003, 2006 and the nine months ended September 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 nine months ended September 30, 2009 and for the year ended December 31, 2008.


11.		TREASURY STOCK

The Company retired 448,000 shares of common stock on 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 nine months ended September 30, 2009 and 2008 consists of the following (In millions of Korean won):


	2009			2008

Current	W	370,566		W	497,682
Changes in net deferred tax liabilities (note a)		(20,683	)		(124,226	)


Income tax expenses		349,883			373,456
Less six months ended June 30		(199,715	)		(265,390	)


Three months ended September 30	W	150,168		W	108,066


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


	2009			2008

Ending balance of net deferred tax liabilities	W	126,821		W	511,602
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			3,944
Tax effect of temporary differences charged or credited directly to related components of stockholders’ equity		105,116			375,230


	(W	20,683	)	(W	124,226	)

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


	2009			2008

Income before income tax	W	1,393,987		W	1,387,991

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)		337,321			381,684
Differences (note)		12,562			(8,228	)


Income tax expense	W	349,883		W	373,456


Effective tax rates		25.10	%		26.91	%


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


	2009			2008

Permanent difference	W	43,211		W	25,936
Changes in deferred income tax assets (liabilities) recognized related to equity method investment securities		31,337			31,452
Tax credit for investment		(62,406	)		(57,030	)
Other tax credits		(4,715	)		(2,822	)
Sur tax on exempted income		11,377			10,397
Tax refund for prior periods		(6,242	)		(16,161	)


	W	12,562		(W	8,228	)


13.		COMPREHENSIVE INCOME (LOSS)

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

		For the three and nine months ended September 30, 2009


	For the three months						For the nine months
	Profit and						Profit and
	loss effect			Tax effect			loss effect			Tax effect

Net income	W	415,713					W	1,044,104
Other comprehensive income (loss):
Unrealized gain on valuation of long-term investment securities, net		77,502		(W	10,443	)		267,199		(W	63,627	)
Equity in capital adjustments of affiliates, net		(26,413	)		7,536			(42,513	)		4,345
Gain on valuation of currency swap, net		15,508			(4,374	)		13,114			(3,699	)
Gain on valuation of interest rate swap, net		6,280			(1,771	)		13,703			(3,865	)

Sub-total		72,877		(W	9,052	)		251,503		(W	66,846	)


Comprehensive income	W	488,590					W	1,295,607

For the three and nine months ended September 30, 2008


	For the three months						For the nine months
	Profit and						Profit and
	loss effect			Tax effect			loss effect			Tax effect

Net income	W	333,640					W	1,014,535
Other comprehensive income (loss):
Unrealized gain on valuation of long-term investment securities, net		(497,690	)	W	188,779			(997,105	)	W	378,212
Equity in capital adjustments of affiliates, net		82,964			(249	)		(23,068	)		(1,713	)
Gain on valuation of currency swap, net		2,529			(959	)		5,867			(2,225	)
Loss on valuation of interest rate swap, net		(1,406	)		533			(1,454	)		552

Sub-total		(413,603	)	W	188,104			(1,015,760	)	W	374,826


Comprehensive loss	(W	79,963	)				(W	1,225	)


14.		NET INCOME PER SHARE

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

		Net income and ordinary income per share


	For the				For the
	three months ended				nine months ended
	September 30,		September 30,		September 30,		September 30,
	2009		2008		2009		2008
Net income and ordinary income	W	415,713	W	333,640	W	1,044,104	W	1,014,535
Weighted average number of common shares outstanding		72,345,003		72,793,003		72,347,356		72,776,276

Net income and ordinary income per share	W	5,746	W	4,583	W	14,432	W	13,940

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. In addition, net income and ordinary income per share for the three months ended June 30, 2009 and 2008 is W4,308 and W4,094, respectively.

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


	Number of			Weighted	Weighted
	shares			number of days	number of shares
For the three months ended September 30, 2009
Outstanding common stocks at January 1, 2009		81,193,711		92 / 92		81,193,711
Treasury stocks at January 1, 2009		(8,707,696	)	92 / 92		(8,707,696	)
Disposal of treasury stock		(141,012	)	92 / 92		(141,012	)

Total		72,345,003				72,345,003

For the nine months ended September 30, 2009
Outstanding common stocks at January 1, 2009		81,193,711		273 / 273		81,193,711
Treasury stocks at January 1, 2009		(8,707,696	)	273 / 273		(8,707,696	)
Acquisition of treasury stock		(141,012	)	268 / 273 (note a)		(138,659	)

Total		72,345,003				72,347,356


(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 three months ended September 30, 2008
Outstanding common stocks at January 1, 2008		81,193,711		92 / 92		81,193,711
Treasury stocks at January 1, 2008		(8,609,034	)	92 / 92		(8,609,034	)
Disposal of treasury stock		208,326		92 / 92		208,326

Total		72,793,003				72,793,003

For the nine months ended September 30, 2008
Outstanding common stocks at January 1, 2008		81,193,711		274 / 274		81,193,711
Treasury stocks at January 1, 2008		(8,609,034	)	274 / 274		(8,609,034	)
Disposal of treasury stock		208,326		252 / 274		191,599

Total		72,793,003				72,776,276

		Diluted net income and ordinary income per share amounts for the three months and nine months ended September 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				nine months ended
	September 30,		September 30,		September 30,		September 30,
	2009		2008		2009		2008

Adjusted net income and ordinary income	W	420,430	W	336,390	W	1,059,736	W	1,022,466
Adjusted weighted average number of common shares outstanding		74,344,999		74,117,747		74,375,396		74,101,020


Diluted net income and ordinary income per share	W	5,655	W	4,539	W	14,248	W	13,798

		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. Diluted net income and ordinary income per share for the three months ended June 30, 2009 and 2008 is W4,234 and W4,056, respectively.

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


	For the				For the
	three months ended				nine months ended
	September 30,		September 30,		September 30,		September 30,
	2009		2008		2009		2008

Net income and ordinary income	W	415,713	W	333,640	W	1,044,104	W	1,014,535
Effect of convertible bonds (Note a)		4,718		2,750		15,632		7,931

Adjusted net income and ordinary income	W	420,431	W	336,390	W	1,059,736	W	1,022,466


Weighted average number of common shares outstanding		72,345,003		72,793,003		72,347,356		72,776,276
Effect of exchangeable bonds (Note a)		1,999,996		1,324,744		2,028,040		1,324,744

Adjusted weighted average number of common shares outstanding		74,344,999		74,117,747		74,375,396		74,101,020


(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 September 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 September 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.		50.6	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	Stonebridge Cinema Fund		45.6	Investment association
²	SK I-Media Co., Ltd.	100.0 (Note c)		Game software production
²	Broadband media Co., Ltd.	100.0 (Note c)		Multimedia TV portal service
²	Hanaro Dream 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.

	b.		Transactions and balances with related parties

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

b-(1)

Transactions


	For three months ended September 30, 2009						For nine months ended September 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	42,072	W	72,655	W	671	W	83,417	W	188,507	W	3,189

Parent Company:
SK Holdings Co., Ltd.		—		5,902		142		—		18,086		406

Subsidiaries:
SK Broadband Co., Ltd.		—		13,802		13,413		—		33,072		40,767
SK Communications Co., Ltd.		30		3,676		1,849		30		11,988		5,675
SK Telink Co., Ltd.		99		3,583		9,474		99		10,327		26,082
F&U Credit Information Co., Ltd.		—		12,159		542		—		35,400		1,204
TU Media Corp.		508		31,958		8,915		719		69,146		27,278
SKT Americas, Inc.		—		3,363		—		—		14,393		—
Loen Entertainment, Inc		—		9,114		884		—		24,297		3,283
Commerce Planet Co., Ltd.		643		14,257		1,402		1,343		46,478		2,678
SK Telecom China Holdings		—		4,840		—		—		22,019		—
PS&Marketing Co., Ltd.		—		75,724		408		—		131,356		598
Others		9		10,373		2,077		9		22,141		3,339

Equity Method Investees:
SK Marketing & Company Co., Ltd.		1,516		34,953		923		1,516		92,649		3,074
SK Wyverns Baseball Club Co., Ltd.		—		4,000		62		—		15,414		243
Wave City Development Co. Ltd.		—		—		—		—		—		21,280
Others		—		1,577		170		—		6,940		615

Others:
SK Energy Co., Ltd.		—		282		992		—		828		2,650
SK Engineering & Construction Co., Ltd.		32,707		5,614		436		84,697		13,634		1,529
SK Networks Co., Ltd.		1,502,704		209,228		5,866		1,508,235		607,212		17,692
SK Networks Service Co., Ltd.		—		6,555		69		—		17,842		69
Innoace Co., Ltd.		7,597		5,398		51		12,129		10,772		169
SK Telesys Co., Ltd.		39,653		2,873		311		115,457		5,164		800
Others		2,848		9,051		1,757		6,419		26,620		4,532


Total	W	1,630,386	W	540,937	W	50,414	W	1,814,070	W	1,424,285	W	167,152


	For three months ended September 30, 2008						For nine months ended September 30, 2008
			Commissions
	Purchases of		paid and		Commissions		Purchases of		Commissions		Commissions
	property and		other		earned and		property and		paid and		earned and
	equipment		expenses		other income		equipment		Other expenses		other income
Ultimate parent company:
SK C&C Co., Ltd.	W	55,740	W	90,540	W	1,664	W	97,065	W	186,906	W	5,707

Parent Company:
SK Holdings Co., Ltd.		—		161		158		—		466		327

Subsidiaries:
SK Broadband Co., Ltd.		—		5,003		13,181		—		9,479		29,772
SK Communications Co., Ltd.		—		6,036		1,891		—		18,636		5,507
SK Telink Co., Ltd.		73		3,658		6,180		114		10,637		19,918
SK Wyverns Baseball Club Co., Ltd.		—		3,502		83		—		13,302		83
PAXNet Co., Ltd.		—		1,826		25		—		5,028		74
Global Credit & Information Co., Ltd.		—		15,100		329		—		37,799		976
TU Media Corp.		75		16,576		10,632		107		18,584		37,178
Aircross Co., Ltd.		43		6,365		333		78		15,223		997
SKT Americas, Inc.		—		10		—		—		2,871		—
Others		1,863		21,833		1,152		2,703		57,695		4,477

Equity Method Investees:
SK Marketing & Company Co Ltd.		—		23,360		3,233		—		29,197		5,682
Others		12		3,448		—		139		5,945		—

Others:
SK Energy Co., Ltd.		—		3,703		2,040		—		11,753		5,230
SK Engineering & Construction Co., Ltd.		57,321		4,449		766		106,961		7,072		2,057
SK Networks Co., Ltd.		476		162,817		5,490		2,931		560,217		12,449
Innoace Co., Ltd.		4,226		2,038		51		6,289		5,591		146
SK Telesys Co., Ltd.		45,321		2,188		65		108,979		4,236		213
Others		1,769		14,183		1,060		2,829		35,340		3,261


Total	W	166,919	W	386,796	W	48,333	W	328,195	W	1,035,977	W	134,054

b-(2)

Account balances


	As of September 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	311	W	—	W	—	W	—	W	56,342	W	197

Parent Company:
SK Holdings Co., Ltd.		91		—		—		—		—		—

Subsidiaries:
SK Broadband Co., Ltd.		446		—		—		660		5		4,805
SK Communications Co., Ltd.		1,597		—		—		—		4,840		5,524
SK Telink Co., Ltd.		1,949		—		—		—		748		1,041
F&U Credit Information Co., Ltd.		41		—		—		—		1,046		—
TU Media Corp.		3,967		—		—		—		9,085		2,709
SKT Americas, Inc.		—		—		—		—		4,823		—
IHQ, Inc.		111		—		—		—		1,684		—
Ntreev Soft Co., Ltd.		4,001		—		—		—		2,409		—
Commerce Planet Co., Ltd.		2,291		—		—		—		8,779		—
Loen Entertainment, Inc.		5		—		—		—		3,325		—
SKT Vietnam PTE Ltd.		4,205		—		—		—		—		—
SK Telecom China Co., Ltd.		—		—		—		—		—		—
SK Telecom China Holdings		—		—		—		—		6,750		—
PS&Marketing Co., Ltd.		212		—		—		—		27,708		5,084
Others		62		—		—		—		713		150

Equity Method Investees:
SK Marketing & Company Co., Ltd.		931		—		—		—		16,240		249
Virgin Mobile USA, Inc.		165		—		15,531		—		—		—
SK Wyverns Baseball Club Co., Ltd.		5		575		2,981		—		—		—
Wave City Development Co. Ltd.		23,408		—		—		—		—		—
Others		—		—		—		—		3,228		—

Others:
SK Energy Co., Ltd.		741		—		—		96		23		23
SK Engineering & Construction Co., Ltd.		231		—		—		—		10,531		519
SK Networks Co., Ltd.		1,844		—		—		112		224,336		3,607
Innoace Co., Ltd.		3		—		—		—		8,023		2,918
SK Telesys Co., Ltd.		78		—		—		—		5,553		—
Others		1,664		—		—		5,400		8,100		17


Total	W	48,359	W	575	W	18,512	W	6,268	W	404,291	W	26,843


	As of September 30, 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	368	W	—	W	—	W	—	W	68,801	W	24

Parent Company:
SK Holdings Co., Ltd.		61		—		—		—		61		—

Subsidiaries:
SK Broadband Co., Ltd.		182		—		—		60		459		2,062
SK Communications Co., Ltd.		2,603		—		—		—		4,657		5,606
SK Telink Co., Ltd.		1,022		—		—		—		542		1,217
SK Wyverns Baseball Club Co., Ltd.		—		575		3,557		—		—		—
PAXNet Co., Ltd.		11		—		—		—		656		150
Global Credit & Information Co., Ltd.		8		—		—		—		1,168		—
TU Media Corp.		5,064		—		—		—		4,079		3,083
Aircross Co., Ltd.		731		—		—		—		3,307		276
IHQ, Inc.		—		—		—		—		766		—
Ntreev Soft Co., Ltd.		—		—		—		—		606		—
Commerce Planet Co., Ltd.		781		—		—		—		4,038		—
Loen Entertainment, Inc.		76		—		—		—		3,912		—
SKT Vietnam PTE Ltd.		5,140		—		—		—		—		—
SK Telecom China Co., Ltd.		722		—		—		—		—		—
Others		—		—		—		—		237		—

Equity Method Investees:
SK Marketing & Company Co Ltd.		3,342		—		—		—		9,559		248
Others		210		—		—		—		13		—

Others:
SK Energy Co., Ltd.		940		—		—		140		1,277		—
SK Engineering & Construction Co., Ltd.		192		—		—		—		—		1,076
SK Networks Co., Ltd.		606		—		—		112		66,774		3,489
Innoace Co., Ltd.		—		—		—		—		1,589		2,444
SK Telesys Co., Ltd.		27		—		—		—		10,154		—
Others		458		—		—		900		4,219		—


Total	W	22,544	W	575	W	3,557	W	1,212	W	186,874	W	19,675

	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 nine months ended September 30, 2009 and 2008 are as follows (In millions of Korean won):

For the three months ended

For the nine months ended

September 30, 2009

Severance

Payee

Payroll

indemnities

Total

Payroll

indemnities

Total

7 Registered directors (including independent directors)

271

289

1,227

1,280

For the three months ended

For the nine months ended

September 30, 2008

Severance

Payee

Payroll

indemnities

Total

Payroll

indemnities

Total

7 Registered directors (including independent directors)

360

434

4,192

482

4,674


17.		INTERIM DIVIDENDS

In accordance with the resolution of the Company’s board of directors dated July 23, 2009, the Company declared and paid cash dividends during the three months ended September 30, 2009 based on outstanding number of common shares at June 30, 2009 as follows (In millions of Korean won except for per share data):


Number of shares
outstanding as of June 30, 2009	Par value per share		Dividend ratio			Dividends

72,345,003	W	500		200	%	W	72,345

In accordance with the resolution of the Company’s board of directors dated July 18, 2008, the Company declared and paid cash dividends during the three months ended September 30, 2008 based on outstanding number of common shares at June 30, 2008 as follows (in millions of Korean won except for per share data):


Number of shares
outstanding as of June 30, 2008	Par value per share		Dividend ratio			Dividends

72,793,003	W	500		200	%	W	72,793


18.		PROVISION

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 nine months ended September 30, 2009

and 2008 are as follows (In millions of Korean won):


	September 30, 2009			September 30, 2008

Beginning balance	W	24,889		W	27,668
Increase		9,546			7,383
Decrease (used points)		(14,477	)		(10,354	)
Decrease (reversal of provision for mileage points)		—			—


Ending balance	W	19,958		W	24,697

Points expire after 5 years. The expected year when unused points as of September 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 September 30,	in nominal value		Current value

2010	W	9,014	W	8,546
2011		5,765		5,182
2012		3,693		3,147
2013		2,371		1,915
2014		1,526		1,168


Ending balance	W	22,369	W	19,958

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 other non-current liabilities in accordance with the expected points when the subsidies are paid. Details of change in the provisions for handset subsidies for the nine months ended September 30, 2009 and 2008 are as follows (In millions of Korean won):


	2009			2008

Beginning balance	W	339,696		W	—
Increase (provision)		465,862			270,055
Decrease (subsidy payment)		(284,845	)		(34,875	)


Ending balance	W	520,713		W	235,180

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 September 30,	in nominal value		Present value

2010	W	454,257	W	444,456
2011		80,777		76,257


Ending balance	W	535,034	W	520,713


19.		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 September 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 W2,873 million (net of tax effect totaling W1,351 million and foreign exchange translation loss arising from unguaranteed U.S. dollar denominated bonds totaling W11,881 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 September 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 W3,213 million (net of tax effect totaling W464 million and foreign exchange translation loss arising from U.S. dollar denominated long-term borrowings totaling W24,070 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 September 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 W1,552 million (net of tax effect totaling W1,089 million and foreign exchange translation loss arising from unguaranteed Japanese yen denominated bonds totaling W60,807 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 September 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 W4,682 million (net of tax effect totaling W1,321 million and foreign exchange translation gain arising from U.S. dollar denominated bonds totaling W38,792 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 September 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 W2,593 million (net of tax effect totaling W731 million and foreign exchange translation gain arising from unguaranteed Japanese yen denominated bonds totaling W6,563 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 September 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 W1,840 million (net of tax effect totaling W519 million and foreign exchange translation gain arising from unguaranteed Japanese yen denominated bonds totaling W12,665 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 September 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 W1,410 million (net of tax effect totaling W397 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 September 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 W11,017 million (net of tax effect totaling W3,107 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 eight 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, gain on valuation of currency swap of W42,397 million and loss on valuation of currency swap of W109,934 million for the nine months ended September 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 W66,001 million and gain on valuation of currency swap of W131,299 million for the nine months ended September 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 Calyon Bank 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 W4,123 million for the nine months ended September 30, 2009 was charged to current operations.

As of September 30, 2009, fair values of above derivatives recorded in assets or liabilities and details of derivative instruments as of September 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
Current assets:
Fix-to-fixed cross currency swap	U.S. dollar denominated China Unicom Equity Securities	HK$	10,940,900	Sep. 10, 2009 ~ Nov. 16, 2009	W	—	W	42,397	W	—	W	42,397
Non-current assets:
Fix-to-fixed cross currency swap	U.S. dollar denominated bonds	US$	300,000	Mar. 23, 2004 ~ Apr. 1, 2011		7,657		—		—		7,657
Floating-to-fixed cross currency interest rate swap	U.S. dollar denominated long-term borrowings	US$	100,000	Oct 10, 2006 ~ Oct 10, 2013		20,393		—		—		20,393
Fix-to-fixed cross currency swap	U.S. dollar denominated bonds	US$	400,000	Jul. 20, 2007 ~ Jul. 20, 2027		—		—		174,372		174,372
Floating-to-fixed cross currency interest rate swap	Japanese yen denominated bonds	JPY	12,500,000	Nov. 13, 2007 ~ Nov. 13, 2012		61,270		—		—		61,270


Total assets					W	89,320	W	42,397	W	174,372	W	306,089

Current liabilities:
Floating-to-fixed interest rate swap	Long-term floating rate discounted bill	W	200,000	Jun. 29, 2006 ~ Jun. 29, 2010	W	1,807	W	—	W	—	W	1,807
Non-current liabilities:
Floating-to-fixed cross currency interest rate swap	U.S. dollar denominated bonds	US$	150,000	Nov 20, 2008 ~ Nov 20, 2010		32,789		—		—		32,789
Floating-to-fixed cross currency interest rate swap	Japanese yen denominated bonds	JPY	3,000,000	Jan. 22, 2009 ~ Jan. 22, 2012		3,239		—		—		3,239
Floating-to-fixed cross currency interest rate swap	Japanese yen denominated bonds	JPY	5,000,000	Mar. 5, 2009 ~ Mar. 5, 2012		10,306		—		—		10,306
Floating-to-fixed interest rate swap	Long-term borrowings	W	500,000	July 28, 2008 ~ August 12, 2011		14,124		-		-		14,124
Floating-to-fixed interest rate swap	Long-term borrowings	US$	220,000	April 29, 2009 ~ April 30, 2012		—		—		4,123		4,123


Total liabilities					W	62,265	W	—	W	4,123	W	66,388


20.		BUSINESS ACQUISITION

On May 21, 2009, the board of directors of the Company resolved to acquire lease line business and other incidental business from SK Networks Co., Ltd. and the transaction was completed as of September 30, 2009. The Company acquired total assets of W646,413 million and assumed total liabilities of W620,154 million. The total acquisition cost is W892,850 million. As the above business acquisition incurred between the companies under common control, difference between the acquisition cost and net book value of acquired business totaling W677,605 million (net of tax effect) was recorded as other capital adjustment.


21.		ASSETS TRANSFER

On May 29, 2009, the Company sold W669.7 billion of accounts receivable-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 nine months ended September 30, 2009.


22.		SUBSEQUENT EVENTS

	(1)		Disposition of investment in common stock of SK C&C Co., Ltd.

			On September 18, 2009, the board of directors of the Company resolved to dispose its investment in common stock of SK C&C Co., Ltd. through initial public offering and the Company is expected to sell 10,500,000 shares of the stock for W315,000 million applying the initial offering price of 30,000 per common share decided on November 2, 2009. As a result, the Company’s ownership for SK C&C Co., Ltd. will decrease to 9% from 30%.

	b.		Disposition of equity interest in China Unicom Ltd.

			On September 25, 2009, the board of directors of the Company resolved to dispose 899,745,075 shares of the common stocks of China Unicom Ltd. on November 5, 2009.


23.		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 September 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: December 15, 2009