Edgar Filing: SK TELECOM CO LTD

Members

Number of

Non-executive Outside

Persons

Executive Directors

Directors

Remarks

Sung Min Ha

Rak Yong Uhm, Jae Ho Cho

Resignation of Executive Director, Shin Bae Kim (March 13, 2009)

Form 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 JUNE 2009

COMMISSION FILE NUMBER 333-04906

SK Telecom Co., Ltd.

(Translation of registrant’s name into English)

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

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

Form 20-F þ Form 40-F o

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

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

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

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

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

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

QUARTERLY BUSINESS REPORT

(From January 1, 2009 to March 31, 2009)

THIS IS A SUMMARY OF THE QUARTERLY 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
II.		Business
III.		Financial Information
IV.		Auditor’s Opinion
V.		Corporate Organization including Board of Directors and Affiliated Companies
VI.		Shareholders Information
VII.		Employees
VIII.		Transactions with Parties Having Interests
IX.		Other Information Relating to the Protection of Investors

Attachment: Korean GAAP Non-consolidated Financial Statements


I.		COMPANY OVERVIEW

Company Overview

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

B.		Date of Incorporation: March 29, 1984

C.		Location of Headquarters

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

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

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

Corporate Purpose of the Company

Business Objectives

1. Information and communication business

2. Handset sales and lease business

3. New media business

4. Advertisement business

5. Communication sales business

6. Personal property and real property lease business

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

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

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

10. Tourism

11. Electronic financial business

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

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

Credit Ratings

(1)

Corporate Bonds


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


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


*		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”)


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


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


*		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 valuation	of securities	(Credit rating range)	Evaluation type
July 9, 2007	Global Bonds	A	Fitch (England)	Current valuation
July 9, 2007	Global Bonds	A2	Moody’s (U.S.A.)	Current valuation
July 9, 2007	Global Bonds	A	S&P (U.S.A.)	Current valuation
April 7, 2009	Offshore Exchangeable Notes	A	Fitch (England)	Current valuation
April 7, 2009	Offshore Exchangeable Notes	A2	Moody’s (U.S.A.)	Current valuation
April 7, 2009	Offshore Exchangeable Notes	A	S&P (U.S.A.)	Current valuation


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 CEO and Jae Won Chey from within the Company was elected a Director while Hyun Chin Lim from outside the Company was re-elected as a Director. Directors Young Ho Park and Shin Bae Kim from within the Company resigned from the Board on March 12, and on March 13, respectively.

	C.		Other Important Matters related to Management Activities

			(1) Resolution to issue registered offshore unsecured convertible bonds.

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


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


3.		Total Number of Shares

Total number of shares


(As of March 31, 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 shares of its treasury stock to stabilize its common share price. As the result of such retirement of treasury stock, the total number of outstanding shares decreased to 80,745,711.

Treasury Stock

(1)

Acquisitions and Dispositions of Treasury Stocks


(As of March 31, 2009)												(Unit: Shares)
			At the
		Type of	beginning of		Changes								At the end of
Acquisition methods		shares	period		Acquired (+)			Disposed (-)		Retired (-)			period		Remarks
Direct acquisition	pursuant to Article 165-2 of the relevant Act¹	Common shares		4,704,828		179,200	²		—		448,000			4,436,028		—
	pursuant to Article 165-2 of the relevant Act¹	Preferred shares		—		—			—		—			—		—

	based on reasons other than those stipulated in Article 165-2 of the relevant Act³	Common shares		77,970		—			—		—			77,970		—
		Preferred shares		—		—			—		—			—		—

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

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

Total		Common shares		8,669,508		179,200					448,000			8,400,708		—
Total		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 shares of treasury stock 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, 3,371,804 shares were deposited with Korea Securities Depository to be used in exchange for the Company’s offshore exchangeable bonds. (As of April 7, 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)

Trust Agreements Execution 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 2. Extension Date: October 29, 2007 Extension Amount: Won 350,800

Trust Contracts with Asset Management Companies		—		—		—		—		—		—		—		—

Acquisition Contracts with Investment Companies		—		—		—		—		—		—		—		—

Total		982,000		4		—		—		—		—		982,000		4


4.		Status of Voting Rights


(As of March 31, 2009)				(Unit: shares)
Classification			Number of shares		Remarks
Total outstanding shares (A)	Common share			80,745,711		—
Total outstanding shares (A)	Preferred share			—		—

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

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

Shares with reestablished voting rights (D)		—		—		—

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


5.		Dividends and Others

Dividends

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

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

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

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

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

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

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

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

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

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

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

Dividends for the Last 3 Fiscal Years


(Unit: in millions of Won, except per share value)
Classification		2008 (25th)		2007 (24th)		2006 (23rd)
Par value per share (Won)			500		500		500

Current Period’s net income			1,277,658		1,642,451		1,446,598

Net income per share (Won)			17,559		22,607		19,734

Total cash dividend			681,996		682,379		582,386

Total stock dividends			—		—		—

Percentage of cash dividend to available income (%)			53.4		41.5		40.3

Cash dividend yield ratio (%)	Common share		4.5		3.8		3.6
Cash dividend yield ratio (%)	Preferred share		—		—		—

Stock dividend yield ratio (%)	Common share		—		—		—
Stock dividend yield ratio (%)	Preferred share		—		—		—

Cash dividend per share (Won)	Common share		9,400		9,400		8,000
Cash dividend per share (Won)	Preferred share		—		—		—

Stock dividend per share (share)	Common share		—		—		—
Stock dividend per share (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.

*		Total cash dividend of Won 582,386 million for the year ended December 31, 1006 includes the total interim dividend amount of Won 73,714 million, and the cash dividend amount per share of Won 8,000 includes the interim cash dividend amount of Won 1,000.


II.		BUSINESS

1.		Business Overview

A.		Industry Characteristics

As of March 31, 2009, the number of domestic mobile phone subscribers reached 46.2 million and with a 95.1% penetration rate, and the Korean mobile communication market can be considered to have reached its maturation stage. However, considering the number of European countries with penetration rates exceeding 100%, additional future growth of the domestic market may be possible.

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

Growth Potential

(Unit: 1,000 persons)


		As of December 31,
Classification		March 31, 2009		2008		2007		2006		2005
Penetration rate (%)			95.1		93.8		89.8		83.2		79.4
Number of subscribers	SK Telecom		23,348		23,032		21,968		20,271		19,530
	Others (KTF, LGT)		22,887		22,575		21,529		19,926		18,812
	Total		46,235		45,607		43,497		40,197		38,342

(Source: Korea Communications Commission website)

Domestic and Overseas Market Conditions

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

Historical market share of the Company


(As of March 31, 2009)		(Unit: %)

As of December 31,

Classification

March 31, 2009

2008

2007

2006

Mobile communication services

50.5

50.4

Comparative market share


(As of March 31, 2009)		(Unit: %)

Classification

SK Telecom

KTF

LG Telecom

Market share

50.5

31.5

18.0

(Source: Korea Communications Commission website)


2.		Major Products & Services

Updates on Major Products

(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

2,833,035 (98.5

—

Others

—

Others

43,426 (1.5

Price Fluctuation Trend of Major Products

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


3.		Investment Status

Investment in Progress

(Unit: in 100 millions of Won)

Amount

Investment

Subject of

Total

already

Future

Business field

Classification

period

investment

Investment effect

investments

invested

investment

Network/Common

Upgrade/ New installation

2009

Network, systems and others

Capacity increase and quality improvement; systems improvement

To be determined

3,484

To be determined

Total

—

To be determined

3,484

To be determined

Future Investment Plan

(Unit: in 100 millions of Won)

Expected investment amount

Expected investment for each year

Business field

Asset type

Amount

2009

2010

2011

Investment effect

Network/Common

Network, systems and others

To be determined

Upgrades to the existing services and provision of new services

Total

To be determined

Upgrades to the existing services and provision of new services


4.		Revenues

(Unit: in millions of Won)


Business field	Sales type	Item		1Q 2009		2008		2007
Information and communication	Services	Mobile communication	Export		—		—		—
			Domestic		2,833,035		11,492,832		11,083,821
			Subtotal		2,833,035		11,492,832		11,083,821
	—	Others	Export		802		5,855		4,101
			Domestic		42,624		175,975		197,979
			Subtotal		43,426		181,830		202,080
Total			Export		802		5,855		4,101
			Domestic		2,875,659		11,668,807		11,281,800
			Total		2,876,461		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 exchange swap contracts and interest rate swap contracts. The income 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 0.

FX SWAP

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

(2)		Contract Terms

—		Currency swap contract applying cash flow risk hedge accounting

The Company has entered into a fixed-for-fixed cross currency swap contracts with three banks including Citibank in order to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds (face amounts totaling US$ 300,000,000) issued on April 1, 2004. As of March 31, 2009, in connection with unsettled foreign currency swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 15,792,434,000 (excluding tax effect totaling Won 4,995,311,000 and foreign exchange translation loss arising from unguaranteed U.S. dollar

denominated bonds totaling Won 68,198,313,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with Calyon to hedge the foreign currency risk and the interest rate risk of U.S. dollar denominated long-term borrowings with face amounts totaling US$ 100,000,000 borrowed on October 10, 2006. As of March 31, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 11,529,616,000 (excluding tax effect totaling Won 2,810,085,000 and foreign exchange translation loss arising from U.S. dollar denominated long-term borrowings totaling Won 42,910 million) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with two banks including HSBC in order to hedge the foreign currency risk and the interest rate risk of unguaranteed Japanese yen dominated bonds (56-2) with face amounts totaling JPY 12,500,000,000 issued on November 13, 2007. As of March 31, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 336,668,000 (net of tax effect totaling Won 1,621,602,000 and foreign exchange translation loss arising from unguaranteed Japanese yen dominated bonds totaling Won 72,774,136,000 was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with two banks including DBS in order to hedge the foreign currency risk and interest rate risk of U.S. dollar denominated bonds with face amounts totaling US$ 150,000,000 issued on November 20, 2008. As of March 31, 2008, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 27,348,000 (net of tax effect totaling Won 7,714,000 and foreign exchange translation gain arising from U.S. dollar denominated bonds totaling Won 10,690,784,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with Mizuho Corporate Bank in order to hedge the foreign currency risk and the interest rate risk of un-guaranteed Japanese yen dominated bonds (59-2) with face amounts totaling JPY 3,000,000,000 issued on January 22, 2009. As of March 31, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 174,182,000 (net of tax effect totaling Won 49,128,000 and foreign exchange translation gain arising from unguaranteed Japanese yen dominated bonds totaling Won 3,691,397,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed cross currency swap contract with The Bank of Tokyo-Mitsubishi in order to hedge the foreign currency risk and the interest rate risk of un-guaranteed Japanese yen dominated bonds (60-2) with face amounts totaling JPY 5,000,000,000 issued on March 5, 2009. As of March 31, 2009, in connection with unsettled cross currency interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 2,053,180,000 (net of tax effect totaling Won 579,103,000 and foreign exchange translation gain arising from unguaranteed Japanese yen dominated bonds totaling Won 7,875,519,000) was accounted for as accumulated other comprehensive loss.

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

The Company has entered into a fixed-for-fixed cross currency swap contract with 10 banks including Hana Bank in order to hedge the foreign exchange risk of U.S. dollar denominated equity securities of China Unicom stocks. In connection with unsettled foreign currency swap contracts to which the fair value accounting is applied, losses on valuation of currency swaps of Won 179,141,150,000 and Won 82,296,215,000 for the quarter ended March 31, 2009 and the preceding quarter respectively were charged to current operations.

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

The Company has entered into a fixed-to-fixed cross currency swap contract with Credit Suisse First Boston International in order to hedge the foreign currency risk of unguaranteed U.S. dollar dominated convertible bonds with face amounts of US$ 100,000,000 issued on May 27, 2004. In connection with unsettled cross currency swap contracts to which no hedge accounting is applied, a gain on valuation of currency swap of Won 13,282,483,000 for the quarter ended March 31, 2009 and a gain on valuation of currency swap of Won 5,608,244,000 for the preceding quarter ended December 31, 2008 were charged to current operations.

In addition, the Company has entered into fixed-for-fixed cross currency swap contract with three banks including Morgan Stanley to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds (with face amounts totaling US$400,000,000) issued on July 20, 2007. In connection with unsettled foreign currency swap contracts to which the hedge accounting is not applied, a loss on valuation of currency swap of Won 42,481,273,000 and a gain on valuation of currency swap of Won 12,743,118,000 for the quarter ended March 31, 2009 and the preceding quarter respectively were charged to current operations.

Interest Rate Swap

(1) Purpose of Contracts: Interest Rate Risk Hedging

(2) Contract Terms

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

The Company has entered into a floating-to-fixed interest rate swap contract with Shinhan Bank to hedge the interest rate risk of floating rate discounted bill with face amounts totaling Won 200,000 million borrowed on June 29, 2006. As of March 31, 2009, in connection with unsettled interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 3,710,449,000 (net of tax effect totaling Won 1,046,537,000) was accounted for as accumulated other comprehensive loss.

In addition, the Company has entered into a floating-to-fixed interest rate swap contract with three banks including Nonghyup Bank in order to hedge the interest rate risk of long-term floating rate borrowings (totaling Won 500 billion) borrowed between July 28, 2008 and August 13, 2008. As of March 31, 2009, in connection with unsettled interest rate swap contracts to which the cash flow risk hedge accounting is applied, an accumulated loss on valuation of derivatives amounting to Won 20,754,959,000 (net of tax effect totaling Won 5,853,963,000) was accounted for as accumulated other comprehensive loss.


6.		Major Contracts

Completion

Contract

Contract Amount

Category

Vendor

Start Date

Date

Title

(Won 100M)

Product

TU Media, ltd.

Feb. 23, 2009

December 31, 2009

2009 Satellite DMB Service
Collaboration Contract

1,008

Service

SKC&C

Feb. 26, 2009

December 31, 2009

2009 IT SM Contract

2,079

Subtotal

3,087


*		Selected among contracts exceeding Won 300 million and classified by product and service.


7.		R&D Investments


(Unit: in thousands of Won)
Category		1Q 2009			2008			2007			Remarks
Raw material			3,498			89,176			96,217			—
Labor			18,942,040			38,062,791			39,388,760			—
Depreciation			31,992,413			138,511,764			129,208,262			—
Commissioned service			15,804,513			85,836,738			90,363,645			—
Others			7,036,982			34,539,984			37,609,969			—
Total R&D costs			73,779,446			297,040,453			296,666,853			—
Accounting	Sales and administrative expenses		73,277,576			293,443,380			288,519,863			—
Accounting	Development expenses (Intangible assets)		501,870			3,597,072			8,146,990			—
R&D cost / sales amount ratio (Total R&D costs / Current sales amount×100)			2.56	%		2.54	%		2.63	%		—


8.		Other information relating to investment decisions

Trademark Policies

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

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

Business-related Intellectual Properties

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


III.		FINANCIAL INFORMATION

Unaudited Summary Financial Information (Unconsolidated)


(Unit: in millions of Won)
	For the Quarter
	ended		As of and for the year ended December 31,
Classification / Fiscal Year	March 31, 2009		2008		2007		2006		2005
Current assets		4,880,715		3,990,503		4,094,059		4,189,325		4,172,485
• Quick assets		4,863,604		3,976,576		4,075,378		4,172,887		4,166,500
• Inventory		17,111		13,927		18,681		16,438		5,985
Non-current assets		14,352,231		14,626,992		14,038,451		11,624,728		10,349,191
• Investments		5,464,007		5,668,127		5,940,045		3,547,942		2,366,760
• Property and Equipment		4,689,984		4,698,214		4,594,413		4,418,112		4,595,884
• Intangible assets		2,856,430		2,941,592		3,174,942		3,405,158		3,386,547
• Other non-current assets		1,341,809		1,319,059		329,051		253,516		—
Total assets		19,232,946		18,617,495		18,132,510		15,814,053		14,521,676
Current liabilities		4,467,527		3,412,490		2,484,548		2,985,620		2,747,268
Non-current liabilities		4,628,503		4,475,998		4,221,016		3,522,006		3,516,528
Total liabilities		9,096,030		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		2,958,132		2,957,095		2,954,829		2,962,699		2,966,198
Capital adjustment		(-)2,068,694		(-)2,147,530		(-)2,072,486		(-)2,019,568		(-)2,022,817
Other Cumulative Profit and Loss		142,795		373,784		1,594,099		473,904		—
Retained earnings		9,060,044		9,501,018		8,905,865		7,844,753		7,269,861
Total stockholders’ equity		10,136,916		10,729,007		11,426,946		9,306,427		8,257,881
Sales		2,876,461		11,674,662		11,285,900		10,650,952		10,161,129
Operating Profit (or Loss)		564,007		2,059,896		2,171,543		2,584,370		2,653,570
Profit (or Loss) from continuing operation before income tax		316,748		1,277,658		1,642,451		1,446,598		1,871,380
Current Period’s Net Profit (or Loss) before income tax		316,748		1,277,658		1,642,451		1,446,598		1,871,380


(Unit: Won)
	For the Quarter
	ended		For the year ended December 31,
Classification / Fiscal Year	March 31, 2009		2008		2007		2006		2005
Earnings per share		4,378		17,559		22,607		19,734		25,421
Diluted earnings per share		4,335		17,395		22,289		19,458		25,015


2.		Unaudited Summary Financial Information (Consolidated)


(Unit: in millions of Won)
	As of and for the year ended December 31,
Classification / Fiscal Year	2008		2007		2006		2005		2004
Current assets		5,422,447		4,813,072		4,663,962		4,598,580		4,390,692
• Quick assets		5,387,473		4,766,020		4,644,184		4,590,796		4,338,371
• Inventory		34,974		47,052		19,778		7,784		52,321
Non-current assets		17,051,224		14,235,863		11,576,006		10,106,193		9,892,665
• Investments		4,025,429		5,446,711		3,236,783		1,989,934		1,665,841
• Property and Equipment		7,437,689		4,969,353		4,507,335		4,663,369		4,703,922
• Intangible assets		3,978,145		3,433,962		3,518,411		3,452,889		3,522,903
• Other non-current assets		1,609,961		385,836		313,477		—		—
Total assets		22,473,671		19,048,935		16,239,968		14,704,772		14,283,358
Current liabilities		4,628,821		3,016,874		3,208,416		2,863,373		3,066,893
Non-current liabilities		6,020,410		4,344,428		3,548,464		3,513,860		4,010,721
Total liabilities		10,649,231		7,361,302		6,756,880		6,377,233		7,077,614
Capital		44,639		44,639		44,639		44,639		44,639
Capital surplus		2,958,854		2,956,106		2,950,327		2,954,840		2,968,301
Capital adjustment		(-)2,159,389		(-)2,072,723		(-)2,019,567		(-)2,048,515		(-)2,058,292
Other Cumulative Profit/Loss		356,192		1,591,258		490,010		—		—
Retained earnings		9,448,185		8,914,970		7,847,434		7,267,649		6,152,898
Total stockholders’ equity		11,824,440		19,048,935		9,483,088		8,327,540		7,205,743
Sales		14,020,984		11,863,357		11,027,977		10,721,820		10,570,615
Operating Profit (or Loss)		1,752,468		2,101,955		2,621,132		2,670,616		2,439,749
Profit (or Loss) from continuing operation before tax		972,338		1,562,265		1,449,552		1,868,307		1,493,414
Current Period’s Net Profit before tax		972,338		1,562,265		1,449,552		1,868,307		1,493,414


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


IV.		AUDITOR’S OPINION

Auditor


	Year ended December 31,
Quarter ended March 31, 2009	2008	2007	2006
Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC


2.		Audit Opinion


Term	Auditor’s opinion	Issues noted
Quarter ended March 31, 2009	Appropriate	—
Quarter ended March 31, 2008	Appropriate	—
Year ended December 31, 2008	Appropriate	—
Year ended December 31, 2007	Appropriate	—


3.		Remuneration for Independent non-executive Auditors for the Past Three Fiscal Years

Audit Contracts


(Unit: in thousands of Won)
Term	Auditors	Contents	Fee	Total hours
Quarter ended March 31, 2009	Deloitte Anjin LLC	Semi-annual review	1,275,000	13,709
		Quarterly review
		Non-consolidated financial statements audit
		Consolidated financial statements audit
Year ended December 31, 2008	Deloitte Anjin LLC	Semi-annual review	1,310,097	13,346
		Quarterly review
		Non-consolidated financial statements audit
		Consolidated financial statements audit
Year ended December 31, 2007	Deloitte Anjin LLC	Semi-annual review	1,066,318	11,468
		Quarterly review
		Non-consolidated financial statements audit
		Consolidated financial statements audit

Non-Audit Services Contract with External Auditors


(Unit: in thousands of Won)
			Service
Term	Contract date	Service provided	duration	Fee
Year ended December 31, 2008	November 20, 2007	Set up services for agency tax manual	60 days		48,000
	March 3, 2008	Tax adjustment for fiscal year 2007	10 days		33,000
	May 15, 2008	Tax consulting	5 days		7,500
	June 24, 2008	Foreign tax consulting re indirect taxes	4 days		6,000
	August 13, 2008	Tax consulting	10 days		9,400
	November 1, 2008	Tax consulting	4 days		5,000
	November 19, 2008	Tax consulting	10 days		10,800
	November 19, 2008	Review of deferred corporate income tax for 1Q and 2Q	10 days		18,000
	December 24, 2008	Review of deferred corporate income tax for 3Q	3 days		6,000
	December 24, 2008	Tax consulting	3 days		3,600
	December 24, 2008	Tax consulting	3 days		3,000

Year ended December 31, 2007	March 30, 2007	Tax adjustment for fiscal year 2006	10 days		30,000
	September 28, 2007	Tax consulting for denial of deductions for corporate income tax	1 day		2,000
	September 28, 2007	Review of deferred corporate income tax for 1Q and 2Q	6 days		10,000
	September 28, 2007	Tax consulting	5 days		9,000
	December 31, 2007	Review of deferred corporate income tax for 3Q	2 days		5,000
	December 31, 2007	Tax consulting	3 days		3,000


*		As of March 31, 2009, there is no non-audit services contract for 2009.


V.		CORPORATE ORGANIZATION INCLUDING BOARD OF DIRECTORS AND AFFILIATED COMPANIES

1.		Board of Directors

A.		Overview of Board of Directors Composition

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

Significant Activities of the Board of Directors


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


		Outside Directors
Meetings	Dates	Attended	Description
The first meeting of 2009 (300th)	January 22, 2009	5 / 5	—
The second meeting of 2009 (301st)	February 17, 2009	5 / 5	—
The third meeting of 2009 (302nd)	March 13, 2009	5 / 5	—

Committees within Board of Directors

(1)

Committee Structure

Non-executive Outside Director Nomination Committee

(As of March 31, 2009)


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

Compensation Review Committee

(As of March 31, 2009)


Number of	Members
Persons	Executive Directors	Non-executive Outside Directors
5	—	Dal Sup Shim, Rak Yong Uhm, Hyun Chin Lim, Jay Young Chung, Jae Ho Cho


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

Capex Review Committee

(As of March 31, 2009)


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

Corporate Citizenship Committee

(As of March 31, 2009)


*		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 March 31, 2009)


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

Non-executive Outside Directors

Jay Yung

Dal Sup Shim

Rak Yong 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

Directors’ Independence

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


Name	Outside Director?		Remarks
Sung Min Ha		X	o	During the 291^st meeting of the Board of the Directors held on March 14^th, 2008, the Non-Executive Outside Director Nomination Committee was established.
Rak Yong Uhm		0	o	Yong Woon Kim’s resignation from the directorship on (March 27, 2008) created a void, but he was replaced during the 293rd meeting of the Board of Directors held on May 30, 2008.
Jae Ho Cho		0	o	Director Shin Bae Kim submitted his resignation on March 13, 2009.


2.		Audit System

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

Major activities of the Audit Committee are as follows.


Meeting	Date	Agenda	Approval	Remarks
The first meeting of 2009	January 21, 2009	o Issuance of corporate bonds	—	—
		o B2B Contract with TU Media	Approved as proposed
		o Evaluation of Internal Accounting Controls based on Auditor’s Opinion	Approved as proposed
		o 2^nd half 2008 Management Audit Results	—
		o Reports on Internal Accounting Management system	—
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	Approved as proposed
		o Evaluation of Internal Accounting Management System Operation	Approved as proposed
		o Appointment of Auditor for FY 2009-2011	Approved as proposed
		o Construction of Mobile Phone Facilities for 2009	Approved as proposed
The third meeting of 2009	March 13, 2009	o Purchase of Mobile Phone Relay Device for 2009	Approved as proposed	—
		o Construction of Mobile Phone Facilities for 2009	Approved as proposed
		o 2009 2Q Transactions with SK C&C Co., Ltd.	Approved as proposed
		o Long-term Financing Plan for Foreign Currency	—
		o Issuance of Offshore Exchangeable Bonds and Transfer of Treasury Shares	—
		o Asset Management Transaction with Affiliated Company (SK Securities)	—
The fourth meeting of 2009	April 23, 2009	o Audit Plan for 2009	—
		o Auditor Fees for 2009	Approved as proposed
		o Re-approval of entire Auditor Services for 2009	Approved as proposed


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


3.		Shareholders’ Exercises of Voting Rights

Voting System and Exercise of Minority Shareholders’ Rights

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


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

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

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


4.		Affiliated Companies

Capital Investments between Affiliated Companies


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

Invested companies

Investing companies

Securities

Walkerhill

E&S

Gas

C&C

K-Pover

DOPCO

CCES

SK Corporation

51.00

45.53

65.00


	Invested companies
	SK						SK			SK			SK
Investing companies	Securities			Walkerhill			E&S			Gas			C&C			K-Pover			DOPCO			CCES
SK Energy																				38.28	%
SK Networks		22.71	%		50.37	%								15.00	%					4.61	%
SK Telecom														30.00	%
SK Chemicals					0.25	%
SKC		12.41	%		7.50	%
SK E&C
SK Shipping
SK Securities
Walkerhill
SK C&C
Daehan City Gas
SK Telink
SK E&S																							100.00	%
iHQ
SK D&D
SK Communications
Solmics Co., Ltd.
SK Broadband
Broadband D&M
SK Marketing & Company
SK Gas
Ulreung Mineral Co., Ltd.
Total affiliated companies		35.12	%		58.12	%		51.00	%		45.53	%		45.00	%		65.00	%		42.89	%		100.00	%

Invested companies

Daehan

Busan

Jeonnam

Investing companies

Energy

City Gas

Engineering

Sci-tech

NJC

Telink

City Gas

SK Corporation

SK Energy

SK Networks

SK Telecom

90.77

SK Chemicals

50.00

60.00

SKC

SK E&C

SK Shipping

SK Securities


	Invested companies
	YN			Daehan			Daehan			SK			SK			SK			Busan			Jeonnam
Investing companies	Energy			City Gas			Engineering			Sci-tech			NJC			Telink			City Gas			City Gas
Walkerhill
SK C&C
Daehan City Gas								100.00	%
SK Telink
SK E&S		100.00	%		47.62	%														40.00	%		100.00	%
iHQ
SK D&D
SK Communications
Solmics Co., Ltd.
SK Broadband
Broadband D&M
SK Marketing & Company
SK Gas
Ulreung Mineral Co., Ltd.
Total affiliated companies		100.00	%		47.62	%		100.00	%		50.00	%		60.00	%		90.77	%		40.00	%		100.00	%

Invested companies

Gangwon

Cashbag

Chungnam

MRO

Investing companies

City Gas

GBES

Service

City Gas

Wyverns

Infosec

Korea

SK Telesys

SK Corporation

SK Energy

SK Networks

51.00

SK Telecom

99.99

SK Chemicals

SKC

20.63

77.13

SK E&C

SK Shipping

SK Securities

Walkerhill

SK C&C

48.14

Daehan City Gas

SK Telink

SK E&S

100.00

iHQ

SK D&D


	Invested companies
							OK
	Gangwon						Cashbag			Chungnam			SK						MRO
Investing companies	City Gas			GBES			Service			City Gas			Wyverns			Infosec			Korea			SK Telesys
SK Communications
Solmics Co., Ltd.
SK Broadband
Broadband D&M
SK Marketing & Company								100.00	%
SK Gas
Ulreung Mineral Co., Ltd.
Total affiliated companies		100.00	%		100.00	%		100.00	%		100.00	%		99.99	%		68.77	%		51.00	%		77.13	%


	Invested companies
							F&U
				Encar			Credit									SK			SK			SK
Investing companies	Innoace			network			Info.			Paxnet			TU Media			D&D			Utis			CTA
SK Corporation
SK Energy					87.50	%																	33.67	%
SK Networks		43.08	%
SK Telecom		14.25	%					50.00	%		59.74	%		44.15	%
SK Chemicals																				60.00	%
SKC
SK E&C																	44.98	%
SK Shipping
SK Securities								40.00	%
Walkerhill
SK C&C
Daehan City Gas
SK Telink
SK E&S
iHQ
SK D&D
SK Communications
Solmics Co., Ltd.
SK Broadband
Broadband D&M
SK Marketing & Company
SK Gas
Ulreung Mineral Co., Ltd.
Total affiliated companies		57.33	%		87.50	%		90.00	%		59.74	%		44.15	%		44.98	%		60.00	%		33.67	%


	Invested companies
	Loen						SK			SK Mobile									CU			I Film
Investing companies	Entertainment			Independence			Petrochemical			Energy			SKC Media			iHQ			Media			Co.
SK Corporation
SK Energy								100.00	%		88.34	%
SK Networks
SK Telecom		63.48	%														37.09	%
SK Chemicals
SKC											11.66	%		100.00	%
SK E&C
SK Shipping
SK Securities
Walkerhill
SK C&C					67.78	%
Daehan City Gas
SK Telink
SK E&S
iHQ																				52.52	%		45.00	%
SK D&D
SK Communications
Solmics Co., Ltd.
SK Broadband
Broadband D&M
SK Marketing & Company
SK Gas
Ulreung Mineral Co., Ltd.
Total affiliated companies		63.48	%		67.78	%		100.00	%		100.00	%		100.00	%		37.09	%		52.52	%		45.00	%

Invested companies

NTREEV

SKN

Nuri

Investing companies

Soft

I-Media

Communications

Ecolgreen

I Platform

SKC Air Gas

Service

Solution

SK Corporation

SK Energy

SK Networks

55.00

66.67

100.00


	Invested companies
	NTREEV			SK			SK												SKN			Nuri
Investing companies	Soft			I-Media			Communications			Ecolgreen			I Platform			SKC Air Gas			Service			Solution
SK Telecom		63.70	%					64.82	%
SK Chemicals
SKC																	80.00	%
SK E&C
SK Shipping
SK Securities
Walkerhill
SK C&C																							46.32	%
Daehan City Gas
SK Telink								0.67	%
SK E&S
iHQ
SK D&D
SK Communications					100.00	%
Solmics Co., Ltd.
SK Broadband
Broadband D&M
SK Marketing & Company
SK Gas
Ulreung Mineral Co., Ltd.
Total affiliated companies		63.70	%		100.00	%		65.49	%		55.00	%		66.67	%		80.00	%		100.00	%		46.32	%

Invested companies

Commerce

Reviden

Solmics

Hanaro

Broadband

Investing companies

Planet

Asset

Co., Ltd.

Mecharonics

Broadband

Dream

Media

D&M

SK Corporation

SK Energy

SK Networks

SK Telecom

100.00

43.42

SK Chemicals

SKC

48.70

SK E&C

99.00

SK Shipping

SK Securities


	Invested companies
	Commerce			Reviden			Solmics						SK			Hanaro			Broadband			Broadband
Investing companies	Planet			Asset			Co., Ltd.			Mecharonics			Broadband			Dream			Media			D&M
Walkerhill
SK C&C
Daehan City Gas
SK Telink
SK E&S
iHQ
SK D&D					1.00	%
SK Communications
Solmics Co., Ltd.											53.58	%
SK Broadband																	36.03	%		100.00	%		100.00	%
Broadband D&M
SK Marketing & Company
SK Gas
Ulreung Mineral Co., Ltd.
Total affiliated companies		100.00	%		100.00	%		48.70	%		53.58	%		43.42	%		36.03	%		100.00	%		100.00	%

Invested companies

Namwon

Marketing

Ulreung

Sarang

Broadband

DOP

Mineral Co.,

Electric

Investing companies

Company

UB Care

Service

Ltd.

Commerce

Power

Incyto

SK Corporation

SK Energy

50.00

SK Networks

100.00

SK Telecom

50.00

SK Chemicals

43.97

SKC

100.00

SK E&C

4.90

SK Shipping

SK Securities

Walkerhill

SK C&C

Daehan City Gas

SK Telink

SK E&S

95.10

iHQ


	Invested companies
				SK															Namwon
				Marketing									Ulreung						Sarang
	Broadband			&						DOP			Mineral Co.,			WS			Electric
Investing companies	CS			Company			UB Care			Service			Ltd.			Commerce			Power			Incyto
SK D&D																				100.00	%
SK Communications
Solmics Co., Ltd.
SK Broadband		100.00	%
Broadband D&M
SK Marketing & Company
SK Gas														80.36	%
Ulreung Mineral Co., Ltd.
Total affiliated companies		100.00	%		100.00	%		43.97	%		100.00	%		80.36	%		100.00	%		100.00	%		100.00	%

Invested companies

Jeju United

Cross M

MKS

Investing companies

Insight

Guarantee

Etoos

—

SK Corporation

SK Energy

100.00

SK Networks

SK Telecom

SK Chemicals

SKC

SK E&C

SK Shipping

SK Securities

Walkerhill

SK C&C

Daehan City Gas

SK Telink

SK E&S

iHQ

SK D&D

100.00

SK Communications

100.00

Solmics Co., Ltd.

SK Broadband

Broadband D&M

SK Marketing & Company

100.00

SK Gas

Ulreung Mineral Co., Ltd.

Total affiliated companies

100.00


VI.		SHAREHOLDERS INFORMATION

1.		Shareholdings of the Largest Shareholder and Related Persons

A.		Shareholdings of the Largest Shareholder and Related Persons


(As of March 31, 2009)		(Unit: Shares, %)


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

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

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

Overview of the Largest Shareholder

SK Corporation is a holding company and as of March 31, 2009, has eight subsidiaries: SK Energy Co., Ltd., SK Telecom Co., Ltd., SK Networks Co., Ltd., SKC Co., Ltd., SK E&S Co., Ltd., SK Shipping Co., Ltd., K-Power Co., Ltd. and SK Gas Co., Ltd. SK Corporation also operates a life science business division within its holding company to nurture the division for future growth. Details of SK Corporation’s subsidiaries are as follows:


Affiliates	Share Holdings			Industry	Description
SK Energy Co., Ltd.		33.40	%	Energy	Publicly Listed
SK Telecom Co., Ltd.		23.22	%	Telecommunication	Publicly Listed
SK Networks Co., Ltd.		39.98	%	Energy Sale	Publicly Listed
SKC Co., Ltd.		42.50	%	Synthetic Resin Manufacturing	Publicly Listed
SK Shipping Co., Ltd.		72.13	%	Ocean Freight	Privately Held
SK E&S Co., Ltd.		51.00	%	Gas Company Holdings	Privately Held
SK Gas Co., Ltd.		45.53	%	Gas	Publicly Listed
K-Power Co., Ltd.		65.00	%	Power Generation	Privately Held


*		The above share holdings are based on common stock holdings as of March 31, 2009.

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


2.		Changes in shareholdings of the Largest Shareholder

Changes in shareholdings of the largest shareholder are as follows.

(Unit: Shares, %)

Date of the change in the

largest shareholder/

Largest

Date of change in

Shares

Shareholder

shareholding

Held

Holding Ratio

Remarks

SK Corporation

March 7, 2008

18,751,260

23.09

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

March 13, 2009

18,751,360

23.22

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


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


3.		Distribution of Shares

Shareholders with ownership of 5% or more


(As of December 31, 2008)		(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		23.09		—		—		18,748,452		23.09
2	Citibank ADR		17,008,755		20.95		—		—		17,008,755		20.95
3	SK Telecom		8,669,508		10.68		—		—		8,669,508		10.68
Total			44,426,715		54.72		—		—		44,426,715		54.72

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 March 31, 2009)		(Unit: Shares)

Balance at the beginning

Balance at the end of

of period

period

Classification

Account classification

Type of share

(Unit: Shares)

5th

Employee Stock Ownership Program Member Account

Common shares

114,168

110,985

8th

369,887

367,253

Total

484,055

478,238

Shareholder Distribution

(As of December 31, 2008)


	Number of		Ratio		Number of		Ratio
Classification	shareholders		(%)		shares		(%)		Remarks
Total minority shareholders		23,685		99.95		31,279,161		38.52		—
Minority shareholders (corporate)		1,110		4.68		12,849,333		15.82		—
Minority shareholders (individual)		22,575		95.27		18,429,828		22.69		—
Largest Shareholder and Related Persons		6		0.01		18,751,260		23.09		—
Major shareholders		—		—		—		—		—
Other shareholders		10		0.04		49,914,550		61.47		—
Other shareholders (corporate)		8		0.03		32,088,119		39.52		—
Other shareholders (individual)		2		0.00		17,826,431		21.95		—
Total		23,695		100.00		81,193,711		100.00		—


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

Domestic Securities Market

(Unit: Won, shares)


		March		February		January		December		November		October
Types		2009		2009		2009		2008		2008		2008
Common stock	Highest		195,000		204,000		218,000		224,000		232,000		230,000
Common stock	Lowest		181,500		187,500		204,000		201,000		201,000		185,500
Monthly transaction volume			7,342,672		6,530,681		6,947,277		7,036,880		6,509,801		10,063,707

Overseas Securities Market


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


		March		February		January		December		November		October
Types		2009		2009		2009		2008		2008		2008
Depository Receipt	Highest		16.25		16.56		18.35		18.80		19.24		19.92
Depository Receipt	Lowest		12.69		13.39		16.35		15.11		14.83		14.01
Monthly transaction volume			34,913,100		18,710,300		22,262,400		50,873,000		36,884,100		59,291,300


VII.		EMPLOYEES


(As of March 31, 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		3,880		—		—		3,880		11.4		67,728		18		—
Female		626		—		—		626		9.4		8,984		14		—
Total		4,506		—		—		4,506		11.1		76,712		17		—


VIII.		TRANSACTIONS WITH PARTIES HAVING INTERESTS


1.		Loans to the Largest Shareholder and others


(Year Ended December 31, 2008)		(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

4,132

—

575

3,557

372

—

(Unit: in millions of Won)


		Investment and Disposal Details
Name			Transaction Details
(Corporate Name)	Relation-ship	Types of Investment	Period Start		Increase		Decrease			Period End		Remarks
SKT Global Investment	—	Common share		26,044		7,030		—			33,074		—
SK Industrial Development	—	Common share		—		664		—			664		—
Air Cross Company, ltd.	Affiliated company	Common share		2,440		55,000		(2,440	)		—		—
Total				28,484		7,694		(2,440	)		33,738		—


2.		Transfer of Assets to/from the Largest Shareholder


A.		Transfer of Assets

(Units: in thousands of Won)

Details

Amount

Name

Purpose

Transferred

(Corporate

Relation-

Transferred

Date of

From 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

—

Total

—

116,818

—


B.		Transfer of Business

(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

Loen Entertainment
Co., Ltd.

Affiliated Company

Entire MelOn
business

To facilitate growth of MelOn business through separate management

October 24, 2008

—

24,333,022

—

Total

—

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

Hong Eun
and others

Agency

Long-term and
short-term loans

154,801

168,406

159,014

164,193

—

Overseas investment companies

(Unit: in millions of Won)

Name

(Corporate

Account

Change details

Accrued

name)

Relationship

category

Beginning

Increase

Decrease

Ending

interest

Remarks

DSS Mobile
Com. (India)

Overseas Investment company

Long-term
loans

18,887

—

18,887

—

Payment guarantee

Equity Investments

(Unit: in millions of Won)


			Investment and Disposition Details
					Transaction Details
Name (Corporate	Relation				Start of
Name)	-ship		Category		Period		Increase		Decrease		End of Period		Remarks
Translink L.L.C.		—		—		1,486		305		—		1,791		—
Skylake Global Incubest Fund #1 —Private Equity Investment Firm (SGI 1)		—		—		1,548		40		—		1,588		—
Total						3,034		345		—		3,379		—


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) Date of the Appeal: February 3, 2009

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

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

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

(2)

Action for Monetary Damages — Wireless Data:

(a) Overview: The plaintiffs, who use the Company’s mobile telephone services, alleged that the reason a large wireless internet surcharge was imposed on them was because the Company violated its duty to clearly explain contractual provisions. The plaintiffs are seeking damages and, in the case of plaintiffs who are minors, they seek temporary claim, in addition to the above damages, incurred due to the Company’s alleged profiteering that the Company provided these minors wireless internet service without the consent of their legal representatives.

(b) Date of Appeal: February 2, 2009

(d) Progress: On October 4, 2007, the trial court acknowledged 50% of the claims for 4 plaintiffs (legal adults) and 100% of the minor plaintiffs’ claim for a total of Won 3,707,479 in damages. However, the Company appealed, and on January 13, 2009, the appeals court cancelled the judgments for plaintiffs and denied all claims in favor of the Company. On February 2, 2009, the four dissenting plaintiffs of legal age and the two minor plaintiffs appealed the decision.

(e) Future court proceedings and the Company’s actions: The Company is determined to request that the court dismiss the case without hearing as the plaintiffs’ appeals request does not constitute the grounds for appeal.

(f) Impact on business: In the event that the case is decided against the Company, there is a risk that the National Council of the Green Consumers Network in Korea will bring an additional lawsuit based on this decision by recruiting other plaintiffs.

However, these results and analysis of the impact is only prospective. The actual results of the litigation and actual impact on the Company’s operations and finances may differ depending on future events.

(3)

Action for Monetary Damages — MSC/HLR Connectivity

(a) Overview: KT Corporation alleged that the Company unreasonably delayed KT Corporation’s request for connection to MSC/HLR, and sought damages for the extra connection fees incurred.

(b) Date of Lawsuit: April 9, 2008

(d) The plaintiff brought an action against the Company in May 2008, and submitted preparatory pleadings in August of 2008 and in March of 2009. In July of 2008, the Company submitted its response refuting the alleged claim followed by another preparatory pleading in December of 2008. The lawsuit is currently pending. The court set 2 dates for further pleadings on January 23 and March 13, 2009.

(e) Future court proceedings and the Company’s actions: The court will hold the third pleading on April 28, 2009 to hear each party’s presentation, later followed by additional pleadings with witness testimonies. Prior to the third pleading, the Company will submit to the Court additional preparatory pleading and will make every effort to follow up with an aggressive defense using all legally possible defenses including presentations, witness testimonies and facts to have the plaintiffs’ claims dismissed in their entirety.

(f) Impact on business: In the event that the case is decided against the Company in its entirety, there is a risk that the Company will be obligated to pay up to Won 44.3 billion in damages (excluding interest). However, the litigation involves the Company’s MSC/HLR connectivity and KT’s waiver of rights of indemnification, and actual results of the litigation and actual impact on the Company’s operations and finances may differ depending on future events.

Other Matters

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


3.		Status of sanctions, etc.

Status of sanctions

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

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

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

Forward-Looking Statement Disclaimer

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

SK TELECOM CO., LTD.

NON-CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 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 March 31, 2009, the related non-consolidated statements of income, changes in stockholders’ equity and cash flows for the three months ended March 31, 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 non-consolidated 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 audit 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 auditing standards and their application in practice.

April 24, 2009

Notice to Readers

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

SK TELECOM CO., LTD.
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2009 AND 2008


1.		GENERAL

SK Telecom Co., Ltd. (the “Company”) was incorporated in March 1984 under the laws of Korea to engage in providing nationwide cellular telephone communication services in the Republic of Korea. The Company’s common shares and depositary receipts (DRs) are listed on the Stock Market of Korea Exchange (formerly “Korea Stock Exchange”) and the New York and London Stock Exchanges, respectively. As of March 31, 2009, the Company’s total issued shares are held by the following:


			Percentage of
	Number of shares		total shares issued (%)

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


		80,745,711		100.00


2.		SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying non-consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the Republic of Korea (“Korean GAAP”) and with the 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 W1,372.30 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 March 31, 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 March 31, 2009 and December 31, 2008 are as follows (In millions of Korean won):

December 31,

March 31, 2009

2008

Acquisition

Carrying

Fair value and

cost

Fair value

amount

carrying amount

Trading securities (note)

600,000

596,884

366,040

Current portion of long-term investment securities

3,551

3,601

3,704

Total

603,551

600,485

369,744


(note)		The Company’s trading securities as of March 31, 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.

	b.		Long-term Investment Securities

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


	March 31, 2009			December 31, 2008
Available-for-sale equity securities	W	2,919,875		W	3,066,306
Available-for-sale debt securities		3,652			4,787


Total		2,923,527			3,071,093
Less: current portion		(3,601	)		(3,704	)


Long-term portion	W	2,919,926		W	3,067,389

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

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


	December 31, 2009										Carrying amount
	Number of		Percentage		Acquisition						March		December
	shares		(%)		cost			Fair value			31, 2009		31, 2008
(Investments in listed companies)
Digital Chosunilbo Co., Ltd.		2,890,630		7.8	W	5,781		W	5,290		W	5,290	W	5,636
KRTnet Corporation		234,150		4.4		1,171			1,093			1,093		1,098
POSCO Corp.		2,481,310		2.8		332,662			904,437			904,438		942,898
DAEA TI Co., Ltd.		99,120		0.2		1,695			91			91		89
Extended Computing Environment Co., Ltd.		133,333		0.5		10			59			59		40
nTels Co., Ltd.		205,200		6.2		34			541			541		504
Qualcomm Inc.		55,805		0.1		2,756			2,990			2,990		2,514
China Unicom Ltd.		899,745,075		3.8		1,333,009			1,323,696			1,323,696		1,357,648
LG Powercomm Co., Ltd.		6,000,000		4.5		240,243			35,760	(Note a)		35,760		39,000

Sub-total						1,917,361			2,273,957			2,273,958		2,349,427


(Investments in non-listed companies)
SK C&C Co., Ltd.		15,000,000		30.0		501,651			608,595	(Note b)		608,595		676,716
The Korea Economic Daily		2,585,069		13.8		13,964	(Note d)					13,964		13,964
Others						158,394	(Notes c&d)					9,747		12,932

Sub-total						674,009						632,306		703,612


(Investments in funds)
Others						13,611	(Note d)					13,611		13,267
Sub-total						13,611						13,611		13,267


Total					W	2,604,981					W	2,919,875	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 March 31, 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 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 year ended march 31, 2009. The Company recorded its investments in common stock of SK C&C Co., Ltd. at its fair value, which was estimated with the assistance of an outside professional valuation company using the present value of expected future cash flows and the unrealized gain on valuation of investments totals W198,777 million (net of tax effect of W63,462 million) and W250,413 million (net of tax effect of W79,947 million) as of March 31, 2009 and December 31, 2008, respectively.

(Note c)		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 year ended March 31, 2009.

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

b-(2).

Available-for-sale Debt Securities

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


					Carrying amount
					March			December
	Maturity	Acquisition cost			31, 2009			31, 2008

Public bonds	(note a)	W	101		W	101		W	1,236
Closed beneficiary certificates (note b)	October, 2009		3,501			3,551			3,551


Total			3,602			3,652			4,787
Less current portion			(3,551	)		(3,601	)		(3,704	)


Long-term available-for-sale debt securities		W	51		W	51		W	1,083

The interest income incurred from available-for-sale debt securities for the three months ended March 31, 2009 and 2008 were W71 million and W1,420 million, respectively.


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


Maturity	March 31, 2009		December 31, 2008

Within one year	W	50	W	153
After one year but within five years		51		1,083


	W	101	W	1,236


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

	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 three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	For the three months ended March 31, 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	106,292	)	W	—	W	834,804
Unrealized loss on valuation of long-term Investment securities		(401,945	)		(175,435	)		—		(577,380	)


Sub-total		539,151			(281,727	)		—		257,424
Less tax effect		(125,881	)		63,478			—		(62,403	)


Total	W	413,270		(W	218,249	)	W	—	W	195,021


	For the three months ended March 31, 2008
							Transferred to
	Beginning			Increase			realized			Ending
	balance			(decrease)			gain (loss)			balance
Available-for-sales securities:
Unrealized gain on valuation of long-term Investment securities	W	2,402,284		(W	606,591	)	W	—		W	1,795,693
Unrealized loss on valuation of long-term Investment securities		(158,575	)		566			5,152			(152,857	)


Sub-total		2,243,709			(606,025	)		5,152			1,642,836
Less tax effect		(617,020	)		166,657			(1,417	)		(451,780	)


Total	W	1,626,689		(W	439,368	)	W	3,735		W	1,191,056


4.		EQUITY SECURITIES ACCOUNTED FOR USING THE EQUITY METHOD

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


	March 31, 2009									Carrying Amount
			Ownership
	Number		percentage		Acquisition		Net asset			March 31,		December
	of shares		(%)		cost		value			2009		31, 2008

SK Broadband Co., Ltd.		102,451,249		43.4	W	1,209,629	W	531,113		W	1,069,696	W	1,146,736
SK Communications Co., Ltd.		28,029,945		64.8		175,441		132,183			143,848		147,392
SK Telink Co., Ltd.		943,997		90.8		5,296		109,814			109,814		112,358
SK Marketing & Company Co., Ltd.		5,000,000		50.0		190,000		100,379			100,379		101,345
SK Wyverns Baseball Club Co., Ltd.		199,997		100.0		1,000		(2,048	)		—		—
Paxnet Co., Ltd.		5,590,452		59.7		26,563		14,891			29,642		30,086
F&U Credit information Co., Ltd.		300,000		50.0		2,410		3,665			4,157		4,244
TU Media Corp.		28,538,064		44.2		151,980		13,284			13,284		14,847
Aircross Co., Ltd.		—		—		—		—	(Note a)		—		7,289
IHQ, Inc.		14,960,784		37.1		51,846		12,099			24,489		26,957
Ntreev Soft Co., Ltd.		2,064,970		63.7		33,120		8,886			9,332		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		37,152			38,171		35,895
Harex Info Tech, Inc.		225,000		21.2		3,375		245			508		598
SK Mobile		—		20.0		4,930		2,111			2,111		2,111
SKT Vietnam PTE Ltd.		180,476,700		73.3		191,273		112,622			112,622		112,160
Skytel Co., Ltd.		1,951,777		29.3		2,159		14,641			14,641		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		2,818			9,270		9,626
ULand Company Ltd.		14,100,100		70.2		17,511		5,261			5,261		5,401
Virgin mobile USA, Inc.		13,940,549		16.6		62,096		(69,300	)		50,002		62,096
SKT Americas, Inc.		109		100.0		17,467		33,826			33,826		36,126
SK Telecom China Holding Co., Ltd.		—		100.0		23,293		30,653			30,653		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		211,754			211,754		210,725
1st Music Investment Fund of SK-PVC		1,385		69.3		6,925		4,660			4,660		5,688
2nd Music Investment Fund of SK-PVC		1,585		79.3		7,925		7,894			7,894		8,441
SK-KTB Music Investment Fund		297		74.2		14,850		13,959			13,959		13,954
IMM Cinema Fund		120		45.6		12,000		8,226			8,226		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			7,416		7,725
SK Telecom Global Investment B.V.		18,000		100.0		33,074		41,420	(Note b)		41,420		31,866
SKY Property Mgmt. Ltd.		22,980		60.0		283,368		320,024			320,024		287,405
Wave City Development Co. Ltd.		382,000		19.1		1,967		1,908			1,908		1,908
Prmaxsoftware tech.Co.,Ltd.		—		91.4		7,127		6,437			6,954		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		20,093			20,093		20,089


	March 31, 2009									Carrying Amount
			Ownership
	Number		percentage		Acquisition		Net asset			March 31,		December
	of shares		(%)		cost		value			2009		31, 2008
K-net Culture & Contents Venture Fund		59		59.0		5,900		5,856			5,856		5,856
Open Innovation Fund		200		98.5		20,000		20,049			20,049		20,044
Other investments in affiliates						24,229			(Note c)		24,229		23,564


Total					W	2,935,205				W	2,537,563	W	2,600,719


(Note a)		In the first quarter of 2009, Aircross Co., Ltd. was fully liquidated.

(Note b)		In the first quarter of 2009, the Company invested W7,030 million in SK Telecom Global Investment B.V., its wholly owned subsidiary.

(Note c)		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 ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


		For the three months ended March 31, 2009
									Equity in						Equity			Equity
						Equity in			other com-						method in			method in						Other
		Beginning		Acquisi-		earnings			prehensive			Capital			Retained			capital			Dividend			increase			Ending
		balance		tion		(losses)			income			Surplus			earning			adjustments			received			(decrease)			balance

SK Broadband Co., Ltd.	(Note a)	W	1,146,736	W	—	(W	8,771	)	(W	7,220	)	W	—		(W	56,043	)	(W	5,006	)	W	—		W	—		W	1,069,696
SK Communications Co., Ltd.	(Note a)		147,392		—		(4,725	)		(18,463	)		1,794			—			17,850			—			—			143,848
SK Telink Co., Ltd.	(Notes a and c)		112,358		—		3,494			287			—			—			—			(6,325	)		—			109,814
SK Marketing & Company Co., Ltd.	(Note a)		101,345		—		3,332			(4,298	)		—			—			—			—			—			100,379
SK Wyverns Baseball Club Co., Ltd.	(Note b)		—		—		(1	)		—			—			—			—			—			—			—
Paxnet Co., Ltd.	(Notes a and c)		30,086		—		48			(281	)		—			—			281			(492	)		—			29,642
F&U Credit information Co., Ltd.	(Note b)		4,244		—		(87	)		—			—			—			—			—			—			4,157
TU Media Corp.	(Note a)		14,847		—		(1,563	)		36			(36	)		—			—			—			—			13,284
Aircross Co., Ltd.	(Note d)		7,289		—		—			—			—			—			—			—			(7,289	)		—
IHQ, Inc.	(Note a)		26,957		—		(3,382	)		(5,056	)		—			—			5,970			—			—			24,489
Ntreev Soft Co., Ltd.	(Note a)		9,575		—		(285	)		(7	)		—			—			49			—			—			9,332
Commerce Planet Co., Ltd.	(Note b)		1,535		—		(428	)		—			—			—			—			—			—			1,107
Loen Entertainment, Inc.	(Note a)		35,895		—		(347	)		2,945			—			—			(322	)		—			—			38,171
Harex Info Tech, Inc.	(Note b)		598		—		(90	)		—			—			—			—			—			—			508
SK Mobile	(Note b)		2,111		—		—			—			—			—			—			—			—			2,111
SKT Vietnam PTE Ltd.	(Note a)		112,160		—		(9,937	)		10,399			—			—			—			—			—			112,622
Skytel Co., Ltd.	(Note a)		12,381		—		2,842			(582	)		—			—			—			—			—			14,641
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		—		(623	)		267			—			—			—			—			—			9,270
ULand Company Ltd.	(Note a)		5,401		—		(594	)		454			—			—			—			—			—			5,261
Virgin mobile USA, Inc.	(Note b)		62,096		—		(6,112	)		(5,982	)		—			—			—			—			—			50,002
SKT Americas, Inc.	(Note a)		36,126		—		(4,473	)		2,173			—			—			—			—			—			33,826
SK Telecom China Holding Co., Ltd.	(Note a)		30,780		—		(2,605	)		2,478			—			—			—			—			—			30,653
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		—		1,029			—			—			—			—			—			—			211,754
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		—		76			(72	)		—			—			1			—			—			13,959
IMM Cinema Fund	(Note a)		8,435		—		(209	)		—			—			—			—			—			—			8,226
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		—		178			(193	)		—			—			(928	)		—			—			1,174
Magic Tech Network	(Note b)		7,725		—		(309	)		—			—			—			—			—			—			7,416
SK Telecom Global Investment B.V.	(Note a)		31,866		7,030		(16	)		2,540			—			—			—			—			—			41,420
SKY Property Mgmt. Ltd.	(Note a)		287,405		—		(1,167	)		33,786			—			—			—			—			—			320,024
Wave City Development Co. Ltd.	(Note b)		1,908		—		—			—			—			—			—			—			—			1,908
Prmaxsoftware tech.Co.,Ltd.	(Note b)		7,127		—		(173	)		—			—			—			—			—			—			6,954
Benex Digital Cultural Contents Fund	(Note b)		5,068		—		—			—			—			—			—			—			—			5,068
Benex Focus Limited Partnership II	(Note a)		20,089		—		4			—			—			—			—			—			—			20,093
K-net Culture & Contents Venture Fund	(Note b)		5,856		—		—			—			—			—			—			—			—			5,856
Open Innovation Fund	(Note a)		20,044		—		5			—			—			—			—			—			—			20,049


Total		W	2,577,155	W	7,030	(W	36,800	)	W	16,418		W	1,758		(W	56,043	)	W	17,921		(W	6,817	)	(W	7,289	)	W	2,513,334


(Note a)		Investments were recorded using the equity method of accounting based on unaudited and unreviewed financial statements as of and for the three months ended March 31, 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 March 31, 2009 was not available and the change in the Company’s portion of stockholders’ equity of the investee for the three months ended March 31, 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 resulted from the full liquidation of Aircross Co., Ltd.


		For the three months ended March 31, 2008
												Equity
						Equity in			Equity in other			method in						Other
		Beginning				earnings			comprehensive			capital			Dividend			increase			Ending
		balance		Acquisition		(losses)			income			adjustments			received			(decrease)			balance

SK Broadband Co., Ltd.		W	—	W	1,089,818	W	—		W	—		W	—		W	—		W	116,525		W	1,206,343
SK Communications Co., Ltd.			149,850		—		(1,848	)		3,076			—			—			—			151,078
SK Telink Co., Ltd.			97,136		—		4,696			(218	)		—			(5,947	)		—			95,667
SK Wyverns Baseball Club Co., Ltd.	(Note a)		—		—		(989	)		—			—			—			—			—
Paxnet Co., Ltd.			30,237		—		(78	)		407			—			(447	)		—			30,119
F&U Credit information Co., Ltd.	(Note a)		3,851		—		(42	)		—			—			—			—			3,809
TU Media Corp.			5,527		55,000		(4,950	)		—			(30,514	)		—			—			25,063
Aircross Co., Ltd.	(Note a)		5,967		—		(938	)		(19	)		—			—			—			5,010
IHQ, Inc.			38,911		—		(3,818	)		624			—			—			—			35,717
Ntreev Soft Co., Ltd.			13,220		—		(4,418	)		77			—			—			—			8,879
Baba Club	(Note a)		1,733		—		—			—			—			—			(1,733	)		—
Commerce Planet Co., Ltd.	(Note a)		6,266		—		20			—			—			—			1,733			8,019
Loen Entertainment, Inc.			21,415		—		976			(150	)		—			—			—			22,241
Harex Info Tech, Inc.	(Note a)		1,118		—		(88	)		—			—			—			—			1,030
SK Mobile	(Note a)		3,272		—		—			—			—			—			—			3,272
SKT Vietnam PTE Ltd.			101,412		—		(3,844	)		5,659			(71	)		—			—			103,156
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			—		10,131		—			—			—			—			—			10,131
ULand Company Ltd.			5,290		—		3,108			470			—			—			—			8,868
SK Telecom USA Holdings, Inc.			63,023		47,799		(27,002	)		(6,509	)		—			—			—			77,311
SKT Americas, Inc.	(Note a)		26,454		—		(275	)		1,484			—			—			—			27,663
SK Telecom China Holding Co., Ltd.			19,070		3,031		28			2,896			—			—			—			25,025
SK USA, Inc.	(Note a)		3,140		—		—			—			—			—			—			3,140
Helio, LLC & Inc.			333		—		(264	)		23			268			—			—			360
Korea IT Fund			210,568		—		735			—			—			—			—			211,303
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		—		186			(758	)		—			—			—			12,795
IMM Cinema Fund			9,089		—		(20	)		—			—			—			—			9,069
Michigan Global Cinema Fund	(Note a)		3,542		—		—			—			—			—			—			3,542
3rd Fund of Isu Entertainment	(Note a)		1,690		—		—			—			—			—			—			1,690


Total		W	867,019	W	1,205,779	(W	39,158	)	W	7,144		(W	30,317	)	(W	6,394	)	W	114,062		W	2,119,124


(note a)		Investments were recorded using the equity method of accounting based on unaudited and unreviewed financial statements as of and for the three months ended March 31, 2008. 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:

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

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

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

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 ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	For the three months ended March 31, 2009
	Beginning			Increase/					Ending
	balance			(Decrease)		Amortization			balance
SK Broadband Co., Ltd.	W	534,051		W	—	W	4,531		W	538,582
SK Communications Co., Ltd.		12,122			—		(223	)		11,899
Paxnet Co., Ltd.		15,018			—		(267	)		14,751
F&U Credit information Co., Ltd.		503			—		(11	)		492
IHQ, Inc.		13,767			—		(1,377	)		12,390
Ntreev Soft Co., Ltd.		595			—		(149	)		446
Loen Entertainment, Inc.		1,223			—		(204	)		1,019
Harex Info Tech, Inc.		351			—		(88	)		263
Skytel Co., Ltd.		(1,387	)		—		1,387			—
SK China Company Ltd.		106			—		(106	)		—
TR Entertainment		6,856			—		(403	)		6,453
Virgin mobile USA, Inc.		125,930			—		(6,628	)		119,302
Magic Tech Network		5,562			—		(308	)		5,254
Prmaxsoftware tech.Co.,Ltd.		691			—		(173	)		518


Total	W	715,388		W	—	(W	4,019	)	W	711,369


	For the three months ended March 31, 2008
	Beginning		Increase/						Ending
	balance		(Decrease)			Amortization			balance
SK Broadband Co., Ltd.	W	—	W	561,891		W	—		W	561,891
SK Communications Co., Ltd.		21,019		(8,005	)		(223	)		12,791
Paxnet Co., Ltd.		16,091		—			(268	)		15,823
F&U Credit information Co., Ltd.		545		—			(42	)		503
IHQ, Inc.		19,274		—			(1,377	)		17,897
Ntreev Soft Co., Ltd.		1,282		(92	)		(149	)		1,041
Baba Club		2,504		(2,504	)		—			—
Commerce Planet Co., Ltd.		3,950		—			(219	)		3,731
Loen Entertainment, Inc.		2,039		—			(204	)		1,835
Harex Info Tech, Inc.		701		—			(88	)		613
ULand Company Ltd.		4,245		—			(64	)		4,181
TR Entertainment		—		9,516			—			9,516


Total	W	71,650	W	560,806		(W	2,634	)	W	629,822

Details of changes in unrealized inter-company gains incurred from sales of assets for the three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	For the three months ended March 31, 2009
	Beginning							Ending
	balance		Increase		Decrease			balance

SK Communications Co., Ltd.	W	269	W	—	(W	35	)	W	234
SK China Company Ltd.		1,086		—		—			1,086


Total	W	1,355	W	—	(W	35	)	W	1,320


	For the three months ended March 31, 2008
	Beginning							Ending
	balance		Increase		Decrease			balance

SK Communications Co., Ltd.	W	2,192	W	—	(W	1,818	)	W	374
ULand Company Ltd.		2,981		—		(2,981	)		—
SK China Company Ltd.		1,086		—		—			1,086


Total	W	6,259	W	—	(W	4,799	)	W	1,460

Details of market price of the equity securities accounted for using the equity method as of March 31, 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	5,030		102,451,249	W	515,330
SK Communications Co., Ltd.		7,510		28,029,945		210,505
IHQ, Inc.		1,170		14,960,784		17,504
Loen Entertainment, Inc.		4,400		16,054,812		70,641

The condensed financial information of the investees as of and for the three months ended March 31, 2009 is as follows (In millions of Korean won):


	Total		Total				Net
	assets		liabilities		Revenue		income (loss)

SK Broadband Co., Ltd.	W	2,967,811	W	1,744,586	W	438,213		(W30,639	)
SK Communications Co., Ltd.		274,926		71,004		55,021		(6,844	)
SK Telink Co., Ltd.		193,881		72,899		69,318		3,874
SK Marketing & Company Co., Ltd.		558,053		357,295		60,125		6,993
Paxnet Co., Ltd.		38,525		13,597		9,455		600
TU Media Corp.		290,152		260,067		31,966		(2,726	)
IHQ, Inc.		51,568		18,950		9,531		(2,638	)
Ntreev Soft Co., Ltd.		24,177		10,227		4,575		(316	)
Loen Entertainment, Inc.		84,298		25,771		21,275		1,078
SKT Vietnam PTE Ltd.		180,927		27,324		11		(11,185	)
Skytel Co., Ltd.		53,729		3,832		10,612		5,059
TR Entertainment		8,080		1,403		1,993		(520	)
ULand Company Limited		9,976		2,475		1,580		(502	)
SKT Americas, Inc		45,378		11,553		6,611		271
SK Telecom China Holdings		45,469		14,816		6,490		(918	)
Korea IT Fund		334,349		—		1,609		1,609
SKT-KTB Music Investment Fund		18,952		135		131		103
IMM Cinema Fund		18,028		—		176		150
SK Telecom Global Investment B.V.		41,505		85		123		48
SKY Property Mgmt. Ltd.		727,561		194,187		10,490		(152	)
2nd Benex Focus investment Fund		30,418		279		285		6
Open Innovation Fund		20,539		189		194		5


5.		LOANS TO EMPLOYEES

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


	March 31, 2009						December 31,
	Short-term		Long-term		Total		2008
Loans to employees’ stock ownership Association (note)	W	1,209	W	58,894	W	60,103	W	60,908
Loans to employees for housing and other		55		33		88		106


Total	W	1,264	W	58,927	W	60,191	W	61,014


(note)		On December 26, 2007 and January 23, 2008, the Company loaned W31,017 million and W29,676 million, respectively, 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.


6.		PROPERTY AND EQUIPMENT

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


	Useful lives
	(years)		March 31, 2009			December 31, 2008

Land		—	W	447,445		W	447,088
Buildings and structures		30, 15		1,510,342			1,510,018
Machinery		6		13,656,868			13,441,993
Vehicles		4		20,210			21,070
Other		4		1,054,922			1,016,133
Construction in progress		—		278,099			281,574


				16,967,886			16,717,876
Less: accumulated depreciation				(12,277,902	)		(12,019,662	)


Property and equipment, net			W	4,689,984		W	4,698,214

Details of change in property and equipment for the three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	For the three months ended March 31, 2009
	Beginning													Ending
	balance		Acquisition		Disposal			Transfer			Depreciation			balance

Land	W	447,088	W	22	(W	70	)	W	405		(W	—	)	W	447,445
Buildings and structures		1,012,226		173		—			151			(14,119	)		998,431
Machinery		2,594,086		1,207		(40	)		262,848			(277,499	)		2,580,602
Vehicles		2,035		43		(19	)		—			(279	)		1,780
Other		361,205		287,913		(329	)		(242,541	)		(22,621	)		383,627
Construction in progress		281,574		49,302		(—	)		(52,777	)		(—	)		278,099


Total	W	4,698,214	W	338,660	(W	458	)	(W	31,914	)	(W	314,518	)	W	4,689,984


	For the three months ended March 31, 2008
	Beginning													Ending
	balance		Acquisition		Disposal			Transfer			Depreciation			balance

Land	W	444,252	W	27	(W	95	)	W	536		(W	—	)	W	444,720
Buildings and structures		1,054,484		401		(290	)		—			(13,975	)		1,040,620
Machinery		2,495,252		325		(708	)		104,014			(262,389	)		2,336,494
Vehicles		3,196		52		(137	)		—			(466	)		2,645
Other		305,095		253,922		(231	)		(33,930	)		(22,216	)		502,640
Construction in progress		292,134		21,634		(—	)		(103,133	)		(—	)		210,635


Total	W	4,594,413	W	276,361	(W	1,461	)	(W	32,513	)	(W	299,046	)	W	4,537,754


7.		INTANGIBLE ASSETS

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


	March 31, 2009							December 31, 2008
	Acquisition		Accumulated			Carrying		Acquisition		Accumulated			Carrying
	cost		amortization			amounts		Cost		amortization			amounts

Goodwill	W	2,341,625	(W	934,729	)	W	1,406,896	W	2,341,625	(W	902,259	)	W	1,439,366
Frequency use rights		1,385,120		(570,482	)		814,638		1,385,120		(541,349	)		843,771
Software development costs		188,358		(176,013	)		12,345		188,358		(174,869	)		13,489
Computer software		1,206,931		(639,548	)		567,383		1,174,908		(586,654	)		588,254
Other		140,562		(85,394	)		55,168		139,562		(82,850	)		56,712


	W	5,262,596	(W	2,406,166	)	W	2,856,430	W	5,229,573	(W	2,287,981	)	W	2,941,592

Details of changes in intangible assets for the three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	For the three months ended March 31, 2009
	Beginning balance		Increase		Decrease			Transfer		Amortization			Ending balance

Goodwill	W	1,439,366	W	—	(W	—	)	W	—	(W	32,470	)	W	1,406,896
Frequency use rights		843,771		—		—			—		(29,133	)		814,638
Software development costs		13,489		—		—			—		(1,144	)		12,345
Computer software		588,254		39		—			31,984		(52,894	)		567,383
Other		56,712		961		(7	)		51		(2,549	)		55,168


	W	2,941,592	W	1,000	(W	7	)	W	32,035	(W	118,190	)	W	2,856,430


	For the three months ended March 31, 2008
	Beginning balance		Increase		Decrease			Transfer		Amortization			Ending balance

Goodwill	W	1,569,247	W	—	(W	—	)	W	—	(W	32,470	)	W	1,536,777
Frequency use rights		960,302		—		—			—		(29,133	)		931,169
Software development costs		13,029		—		—			1,792		(3,578	)		11,243
Computer software		585,574		362		—			30,745		(46,218	)		570,463
Other		46,790		1,989		(92	)		53		(1,964	)		46,776


	W	3,174,942	W	2,351	(W	92	)	W	32,590	(W	113,363	)	W	3,096,428

The book value as of March 31, 2009 and residual useful lives of major intangible assets are as follows (In millions of Korean won):


	Amount		Description	Residual useful lives

Goodwill	W	1,402,733	Goodwill related to acquisition of Shinsegi Telecomm, Inc.	11 years
IMT license		748,836	Frequency use rights relating to W-CDMA Service	(note a)
WiBro license		60,668	WiBro Service	(note b)
DMB license		5,134	DMB Service	7 years and 3 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 March 31, 2009 and December 31, 2008 are as follows (In millions of Korean won and thousands of Foreign Currency):


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

Domestic general bonds	2009	5.0	W	150,000		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		413,130			377,250
Dollar denominated bonds (US$ 400,000)	2027	6.63		550,840			503,000
Yen denominated bonds (JPY 12,500,000)	2012	3-month Euro Yen LIBOR rate +0.55 (note a)		176,850			174,237
Yen denominated bonds (JPY 5,000,000)	2012	3-month Euro Yen TIBOR rate +2.5 (note b)		70,740			—
Yen denominated bonds (JPY 3,000,000)	2012	3-month Euro Yen LIBOR rate +2.5 (note a)		42,444			—
Convertible bonds (US$ 229,160)	2009	—		268,415			268,415
Floating rate notes (US$ 150,000,000)	2010	3-month LIBOR rate +3.05 (note c)		206,565			188,625


Total				3,848,984			3,511,527
Less discounts on bonds				(60,915	)		(61,143	)
Less conversion right adjustments				(2,223	)		(5,733	)
Add long-term accrued interest				17,256			17,256


Net				3,803,102			3,461,907
Less portion due within one year				(631,953	)		(579,424	)


Long-term portion			W	3,171,149		W	2,882,483


(note a)		The 3-months Euro Yen LIBOR rate as of March 31, 2009 is 0.60%.

(note b)		The 3-months Euro Yen TIBOR rate as of March 31, 2009 is 0.65%.

(note c)		The 3-months LIBOR rate as of March 31, 2009 is 1.19%.

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

		On May 27, 2004, the Company issued zero coupon convertible bonds with a maturity of five years in the principal amount of US$329,450,000 for US$324,923,469, with an initial conversion price of W235,625 per share of the Company’s common stock, which was greater than market value at the date of issuance. Subsequently, the initial conversion price was changed to W204,636 per share in accordance with anti-dilution protection. 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 103.81% of the principal amount on May 27, 2007 (3 years from the issuance date). The conversion right may be exercised during the period from July 7, 2004 to May 13, 2009 and the number of common shares to be converted as of March 31, 2009 is 1,371,807 shares. Effective January 1, 2009, the conversion price was changed from W203,516 to W196,534 and the number of shares to be converted was changed from 1,324,744 shares to 1,371,807 shares due to the payment of annual dividends in accordance with the resolution of the Company’s board of directors on March 13, 2009.

		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 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. The Company entered into an agreement with Credit Suisse First Boston International to reduce the effect of fluctuation with respect to cash settlement payments that may be more or less than the proceeds from sales of treasury shares held in trust. Unless either previously redeemed or converted, the notes are redeemable at 106.43% of the principal amount at maturity.

		During the three months ended March 31, 2009, no conversion was made.


9.		LONG-TERM BORROWINGS

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

Final

Annual interest

March 31,

December 31,

Lender

maturity year

rate (%) (note)

2009

2008

Long-term floating rate discount bill

Shinhan Bank

June 29, 2011

91 days CD yield + 0.25%

200,000

Long-term floating rate borrowings

KDB

July 28, 2011

91 days CD yield + 1.02%

100,000

Citibank

July 29, 2011

91 days CD yield + 1.20%

100,000

Nonghyup

July 30, 2011

91 days CD yield + 1.30%

100,000

Hana Bank

July 31, 2011

91 days CD yield + 1.50%

150,000

Nonghyup

August 12, 2011

91 days CD yield + 1.50%

50,000

Calyon Bank

October 10, 2013

6M LIBOR + 0.29%

US$

50,000

US$

50,000

DBS Bank

October 10, 2013

6M LIBOR + 0.29%

25,000

SMBC

October 10, 2013

6M LIBOR + 0.29%

25,000

US$

100,000

US$

100,000

Total

700,000

Equivalent in Korean won

837,710

825,750

Less current portion

—

Long-term borrowings

837,710

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 March 31, 2009 in accordance with the loan agreement.

		(note) At March 31, 2009, the 91 days CD yield and the 6M LIBOR rate are 2.43% and 1.74%, 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 March 31, 2009 and December 31, 2008 are as follows:


	March 31, 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 three months ended March 31, 2009 and for the year ended December 31, 2008 are as follows (In millions of Korean won except for share data):

Number of shares

issued (note)

Capital stock

Capital surplus

At December 31, 2008

81,193,711

44,639

2,915,887

At March 31, 2009

80,745,711

44,639

2,915,887


(note)		During the year ended December 31, 2003, 2006 and the three months ended March 31, 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 Korean Commercial Laws. 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 three months ended March 31, 2009 and the year ended December 31, 2008


11.		TREASURY STOCK

The Company retired 448,000 shares of common stock at January 9, 2009 in accordance with Korean Commercial law, which were acquired by the Company from December 2, 2008 through January 7, 2009 for W92,476 million. As a result of these transactions, retained earnings decreased by W92,476 million.


12.		INCOME TAX

	a.		Details of income tax expense

			Income tax expense for the three months ended March 31, 2009 and 2008 consists of the following (In millions of Korean won):


	2009			2008

Current	W	127,602		W	172,345
Changes in net deferred tax liabilities (note a)		(21,054	)		(37,644	)


Income tax expense	W	106,548		W	134,701


(note a)		Changes in net deferred tax liabilities for the three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	2009			2008

Ending balance of net deferred tax liabilities	W	171,678		W	804,950
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		59,888			168,464

	(W	21,054	)	(W	37,644	)

An explanation of the relationship between income tax expense and accounting income before income tax expense for the years ended March 31, 2009 and 2008 are as follows (in millions of Korean won) :


	2009			2008

Income before income tax expense	W	423,296		W	517,586
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)		102,413			142,323
Differences (note)		4,135			(7,622	)


Income tax expense	W	106,548		W	134,701


Effective tax rates		25.17	%		26.02	%


(note)		The difference items between income tax computed using the statutory corporate income tax rates and the recorded income tax for the three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	2009			2008

Permanent difference	W	5,058		(W	6,214	)
Changes in deferred income tax assets (liabilities) recognized related to equity method investment securities		10,027			13,561
Tax credit for investment		(12,744	)		(15,132	)
Other tax credits		(107	)		(164	)
Sur tax on exempted income		2,549			3,026
Additional income tax and tax refund for prior periods		(6,456	)		(3,078	)
Other		5,808			379


	(W	4,135	)	(W	7,622	)


13.		COMPREHENSIVE INCOME

Details of comprehensive income for the three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	2009						2008
	Profit and						Profit and
	loss effect			Tax effect			loss effect			Tax effect

Net income	W	316,748					W	382,885
Other comprehensive income (loss):
Unrealized loss on valuation of long-term investment securities, net		(218,249	)		63,479			(435,633	)	W	165,240
Equity in other comprehensive income of affiliates, net		6,976			(9,441	)		6,110			(677	)
Loss on valuation of currency swap, net		(21,381	)		6,031			(6,959	)		2,640
Gain (loss) on valuation of interest rate swap, net		1,664			(469	)		(2,261	)		858

Sub-total		(230,990	)	W	59,600			(438,743	)	W	168,061


Comprehensive income	W	85,758					(W	55,858	)


14.		NET INCOME PER SHARE

		The Company’s net income per share amounts for the three months ended March 31, 2009 and 2008, and for the year ended December 31, 2008 are computed as follows (In millions of Korean won, except for per share income per share):

		Net income per share


					For the year
	For the three months ended				ended
	March 31,		March 31,		December 31,
	2009		2008		2008

Net income	W	316,748	W	382,885	W	1,277,658
Weighted average number of common shares outstanding		72,352,141		72,742,638		72,765,557


Net income per share (In Korean won)	W	4,378	W	5,264	W	17,559

The weighted average numbers of common shares outstanding for the three months ended March 31, 2009 and 2008 are calculated as follows:


	Number of			Weighted		Weighted
	shares			number of days		number of shares

For the three months ended March 31, 2009
Outstanding common stocks at January 1, 2009		81,193,711			90 / 90		81,193,711
Treasury stocks at January 1, 2009		(8,707,696	)		90 / 90		(8,707,696	)
Acquisition of treasury stock		(141,012	)	(note a)			(133,874	)


Total		72,345,003					72,352,141


For the three months ended March 31, 2008
Outstanding common stocks at January 1, 2008		81,193,711			91 / 91		81,193,711
Treasury stocks at January 1, 2008		(8,609,034	)		91 / 91		(8,609,034	)
Disposal of treasury stock		208,326		(note a)			157,961


Total		72,793,003					72,742,638


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

		Diluted net income per share amounts for the three months ended March 31, 2009 and 2008, and for the year ended December 31, 2008 are computed as follows (In millions of Korean won, except for share data):

		Diluted net income per share


					For the year
	For the three months ended				ended
	March 31,		March 31,		December 31,
	2009		2008		2008

Adjusted net income	W	319,562	W	385,463	W	1,288,808
Adjusted weighted average number of common shares outstanding		73,723,948		74,060,132		74,090,301


Diluted net income per share (In Korean won)	W	4,335	W	5,205	W	17,395

Adjusted net income per share and the adjusted weighted average number of common shares outstanding for the three months ended March 31, 2009 and 2008, and for the year ended December 31, 2008 are calculated as follows (In millions of Korean won, except for share data):


					For the year
	For the three months ended				ended
	March 31,		March 31,		December 31,
	2009		2008		2008

Net income		316,748	W	382,885	W	1,277,658
Effect of convertible bonds (note a)		2,814		2,578		11,150


Adjusted net income	W	319,562	W	385,463	W	1,288,808


Weighted average number of common shares outstanding		72,352,141		72,742,638		72,765,557
Effect of convertible bonds (note a)		1,371,807		1,317,494		1,324,744


Adjusted weighted average number of common shares outstanding		73,723,948		74,060,132		74,090,301


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


15.		RESTRICTED CASH AND CASH EQUIVALENTS

As of March 31, 2009, the Company has guarantee deposits restricted for checking accounts totaling W19 million and deposits restricted for a charitable trust for the public totaling W6,500 million of which due date is May 4, 2011.


16.		RELATED PARTY TRANSACTIONS

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

Holding company and subsidiaries


		Ownership
Type	Company	Percentage (%)		Types of business

Ultimate parent company	SK C&C Co., Ltd.	(Note a)		Information technology and software production
Parent company	SK Holdings Co., Ltd.	23.1 (Note b)		Holding company
Subsidiary	SK Broadband Co., Ltd.		43.4	Internet website services and telecommunication service
²	SK Communications Co., Ltd.		64.8	Internet website services
²	SK Telink Co., Ltd.		90.8	Telecommunication service
²	PAXNet Co., Ltd.		59.7	Internet website services
²	F&U Credit Information Co., Ltd.		50.0	Credit and collection services
²	TU Media Corp.		44.2	Digital multimedia broadcasting service
²	IHQ, Inc.		37.1	Entertainment management
²	Ntreev Soft Co., Ltd.		66.7	Game software production
²	Commerce Planet Co., Ltd.		100.0	Cosmetic wholesale
²	Loen Entertainment, Inc.		63.5	Release of music disc
²	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
²	The Second Music Investment Fund of SK-PVC		79.3	Investment association
²	SK-KTB Music Investment Fund		74.2	Investment association
²	IMM Cinema Fund		45.6	Investment association
²	CU Media Co., Ltd.	51.4 (Note c)		Broadcasting program production
²	SK I-Media Co., Ltd.	100.0 (Note c)		Game software production
²	Broadbandmedia Inc.	100.0 (Note c)		Multimedia TV portal service
²	HanaroDream Incorporated	36.0 (Note c)		Internet digital contents distribution
²	Benex Digital Cultural Contents Fund		19.9	Investment association
²	SK Telecom China Holdings		100.0	Equity investment (Holding company)
²	SK Telecom Advanced Tech & Service Center		100.0	Mobile solution production
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	SKY Property Mgmt. Ltd.		60.0	Equity investment
²	SK Telecom Global Investment B.V.		100.0	Equity investment
²	Shenzhen E-eye High Tech Co., Ltd.	65.5 (Notec c)		GPS manufacturing and selling


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

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

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

Transactions and balances with related parties

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

b-(1)

Transactions


	For three months ended March 31, 2009						For three months ended March 31, 2008
	Purchases of		Commissions		Commissions		Purchases of		Commissions		Commissions
	property and		paid and		earned and		property and		paid and		earned and
	equipment		other expenses		other income		equipment		other expenses		other income

Ultimate parent company:
SK C&C Co., Ltd.	W	6,303	W	59,983	W	1,579	W	11,214	W	49,555	W	2,171

Parent Company:
SK Holdings Co., Ltd.		—		5,778		55		—		150		77

Subsidiaries:
SK Broadband Co., Ltd.		—		7,665		13,757		—		—		—
SK Communications Co., Ltd.		—		5,730		1,856		—		3,810		1,735
SK Telink Co., Ltd.		—		3,701		6,199		16		3,563		6,928
SK Wyverns Baseball Club Co., Ltd.		—		—		—		—		5,300		1
PAXNet Co., Ltd.		—		2,044		26		—		1,557		25
F&U Credit Information Co., Ltd.		—		10,905		328		—		11,094		319
TU Media Corp.		—		14,708		8,918		32		1,280		18,267
Aircross Co., Ltd.		—		—		—		35		3,817		234
SKT Americas, Inc.		—		6,583		—		—		—		—
Loen Entertainment, Inc		—		6,951		1,063		—		1,304		—
Commerce Planet Co., Ltd.		—		15,491		201		—		2,365		147
SK Telecom China Holdings		—		8,315		—		—		1,744		—
Helio, Inc.		—		—		—		—		—		213
Others		—		2,799		164		—		1,774		2,452

Equity Method Investees:
SK Marketing & Company Co., Ltd.		—		33,481		1,126		—		—		—
SK Wyverns Baseball Club Co., Ltd.		—		7,214		—		—		—		—
Others		—		2,980		196		13		82		—

Others :
SK Energy Co., Ltd.		—		315		523		—		4,720		1,102
SK Engineering & Construction Co., Ltd.		19,024		2,516		468		7,794		194		739
SK Networks Co., Ltd.		99		170,348		5,111		2,202		206,607		3,291
SK Networks Service Co., Ltd.		—		5,718		—		—		—		—
Innoace Co., Ltd.		324		1,199		53		145		1,574		47
SK Telesys Co., Ltd.		13,450		335		57		42,919		321		91
Others		1,444		3,821		781		62		12,689		1,120


Total	W	40,644	W	378,580	W	42,461	W	64,432	W	313,500	W	38,959

b-(2)

Account balances


	As of March 31, 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	1,306	W	—	W	—	W	—	W	38,239	W	197

Parent Company:
SK Holdings Co., Ltd.		53		—		—		—		15		—

Subsidiaries:
SK Broadband Co., Ltd.		420		—		—		60		355		4,805
SK Communications Co., Ltd.		2,767		—		—		—		4,872		5,524
SK Telink Co., Ltd.		1,130		—		—		—		366		1,217
F&U Credit Information Co., Ltd.		8		—		—		—		1,204		—
TU Media Corp.		6,303		—		—		—		268		2,709
SKT Americas, Inc.		—		—		—		—		7,568		—
IHQ, Inc.		29		—		—		—		1,022		—
Ntreev Soft Co., Ltd.		2,083		—		—		—		64		—
Commerce Planet Co., Ltd.		382		—		—		—		5,691		—
Loen Entertainment, Inc.		—		—		—		—		2,575		—
SKT Vietnam PTE Ltd.		7,000		—		—		—		—		—
SK Telecom China Co., Ltd.		1,035		—		—		—		—		—
SK Telecom China Holdings		—		—		—		—		9,853		—
Others		3		—		—		—		823		150

Equity Method Investees:
SK Marketing & Company Co., Ltd.		1,186		—		—		—		14,160		248
Virgin Mobile USA, Inc.		29		—		28,402		—		—		—
SK Wyverns Baseball Club Co., Ltd.		114		575		2,981		—		14		—
Others		—		—		—		—		393		—

Others:
SK Energy Co., Ltd.		589		—		—		140		166		—
SK Engineering & Construction Co., Ltd.		334		—		—		—		16,550		688
SK Networks Co., Ltd.		1,222		—		—		112		67,676		3,537
Innoace Co., Ltd.		19		—		—		—		2,145		2,444
SK Telesys Co., Ltd.		36		—		—		—		14,819		—
Others		374		—		—		5,400		4,769		—


Total	W	26,422	W	575	W	31,383	W	5,712	W	193,607	W	21,519


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

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

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

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

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

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


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

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 ended March 31, 2009 and 2008 are as follows (In millions of Korean won):

For the three months ended

March 31, 2009

March 31, 2008

Severance

Payee

Payroll

indemnities

Total

Payroll

indemnities

Total

8 Registered directors
(including outside directors)

674

692

3,532

335

3,867


17.		PROVISION

	a.		Provision for point program

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

			Details of change in the provisions for such mileage points for the three months ended March 31, 2009 and 2008 are as follows (In millions of Korean won):


	March 31, 2009			March 31, 2008

Beginning balance	W	24,889		W	27,668
Increase		5,075			2,608
Decrease (used points)		(7,990	)		(4,284	)


Ending balance	W	21,974		W	25,992

Points expire after 5 years. The expected year when unused points as of March 31, 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 March 31,	In nominal value (note a)		Present value

2010	W	9,905	W	9,376
2011		6,361		5,700
2012		4,095		3,473
2013		2,644		2,123
2014		1,712		1,302


Ending balance	W	24,717	W	21,974


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

	b.		Provision for handset subsidy

			The Company provides provision for handset subsidies to be provided to the subscribers who purchase handsets on installment basis. Such provision was recorded as accrued expenses or non-current liabilities in accordance with the expected points when the subsidies are paid. Details of change in the provision for handset subsidies for the three months ended March 31, 2009 are as follows (In millions of Korean won):


	March 31, 2009

Beginning balance	W	339,696
Increase (Provision)		107,052
Decrease (subsidy payment)		(75,048	)


Ending balance	W	371,700

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 March 31,	in nominal value		Present value

2010	W	335,778	W	328,394
2011		45,788		43,306


Ending balance	W	381,566	W	371,700


18.		DERIVATIVE INSTRUMENTS

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

			The Company has entered into a fixed-to-fixed cross currency swap contract with Citibank, BNP Paribas and Credit Suisse First Boston International to hedge the foreign currency risk of unguaranteed U.S. dollar denominated bonds with face amounts totaling US$300,000,000 at annual fixed interest rate of 4.25% issued on April 1, 2004. As of March 31, 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 W15,792 million (net of tax effect totaling W4,995 million and foreign exchange translation loss arising from unguaranteed U.S. dollar denominated bonds totaling W68,198 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 March 31, 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 W11,530 million (net of tax effect totaling W2,810 million and foreign exchange translation loss arising from U.S. dollar denominated long-term borrowings totaling W42,910 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 March 31, 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 W337 million (net of tax effect totaling W1,622 million and foreign exchange translation loss arising from unguaranteed Japanese yen denominated bonds totaling W72,774 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 March 31, 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 W27 million (net of tax effect totaling W8 million and foreign exchange translation gain arising from U.S. dollar denominated bonds totaling W10,691 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 March 31, 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 W174 million (net of tax effect totaling W49 million and foreign exchange translation gain arising from unguaranteed Japanese yen denominated bonds totaling W3,691 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 March 31, 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 W2,053 million (net of tax effect totaling W579 million and foreign exchange translation gain arising from unguaranteed Japanese yen denominated bonds totaling W7,876 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 March 31, 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 W3,710 million (net of tax effect totaling W1,047 million) was accounted for as accumulated other comprehensive income.

			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 March 31, 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 W20,755 million (net of tax effect totaling W5,854 million) was accounted for as accumulated other comprehensive income.

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

			The Company has entered into a fixed-to-fixed cross currency swap contract with Hana Bank and other nine banks to hedge the foreign currency risk of U.S. dollar denominated equity securities of China Unicom. In connection with unsettled foreign currency swap contract to which the fair value hedge accounting is applied, loss on valuation of currency swap of W179,141 million and W82,296 million for the three months ended March 31, 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 a fixed-to-fixed cross currency swap contract with Credit Suisse First Boston International to hedge foreign currency risk of unguaranteed U.S. dollar denominated convertible bonds with face amounts of US$ 100,000,000 issued on May 27, 2004. In connection with unsettled fixed-to-fixed cross currency swap contract to which the hedge accounting is not applied, gain on

valuation of currency swap of W13,282 million and W5,608 million for the three months ended March 31, 2009 and 2008, respectively, was charged to current operations.

In addition, 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 W42,481 million and gain on valuation of currency swap of W12,743 million for the three months ended March 31, 2009 and 2008, respectively, was charged to current operations.

As of March 31, 2009, fair values of above derivatives recorded in assets or liabilities and details of derivative instruments as of March 31, 2009 are as follows (In thousands of U.S. dollars, H.K. dollars, Japanese yen and millions of Korean won):

Fair value

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 convertible bond

US$100,000

May 27, 2004
~ May 27, 2009

—

21,518

Non-current assets:

Fix-to-fixed cross currency swap

U.S. dollar denominated bonds

US$300,000

Mar. 23, 2004
~ Apr. 1, 2011

47,411

—

47,411

Floating-to-fixed cross currency interest rate swap

U.S. dollar denominated long-term borrowings

US$100,000

Oct. 10, 2006
~Oct. 10, 2013

28,570

—

28,570

Fix-to-fixed cross currency swap

U.S. dollar denominated bonds

US$400,000

Jul. 20, 2007
~ Jul. 20, 2017

—

197,891

Floating-to-fixed cross currency interest rate swap

Japanese yen
denominated bonds

JPY12,500,000

Nov. 13, 2007
~ Nov. 13, 2012

70,816

—

70,816

Total assets

146,797

—

219,409

366,206

Current liabilities:

Fix-to-fixed cross currency swap

U.S. dollar denominated China Unicom Equity Securities

HK$10,940,900

Sep. 11, 2008
~ Sep. 16, 2009

—

369,500

—

369,500

Non-current liabilities:

Fix-to-fixed cross currency swap

U.S. dollar denominated bonds

US$150,000

Nov 20, 2008
~ Nov 20, 2010

10,726

—

10,726

Floating-to-fixed cross currency interest rate swap

Japanese yen
denominated bonds

JPY3,000,000

Jan. 22, 2009
~ Jan. 22, 2012

3,915

—

3,915

Floating-to-fixed cross currency interest rate swap

Japanese yen
denominated bonds

JPY5,000,000

Mar. 5, 2009
~ Mar. 5, 2012

10,508

—

10,508

Floating-to-fixed cross currency interest rate swap

Long-term borrowings

W500,000

July 28, 2008
~ August 13, 2009

26,609

—

26,609

Floating-to-fixed interest rate swap

Long-term floating rate
discounted bill

W200,000

Jun. 29, 2006
~ Jun. 29, 2010

4,756

—

4,756

Total liabilities

56,514

369,500

—

426,014


19.		SUBSEQUENT EVENTS

	a.		Issuance of unguaranteed convertible bonds

			On April 7, 2009, the Company issued unguaranteed convertible bond denominated in US dollar with face amount of US$332,528,000, to refund its outstanding convertible bond of which face amount US$229,160,000, and will mature on May 27, 2009, in accordance with the resolution of board of directors dated on March 13, 2009. The convertible bond will bear annual interest rate of 1.75%, its maturity of April 14, 2014 and the conversion right could be exercised during the period from May 18, 2009 to March 24, 2014


20.		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. At March 31, 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: June 17, 2009