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(Mark One)
o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
		OR
þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended December 31, 2005
		OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		OR
o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		Date of event requiring this shall company report
		For the transition period from          to

Title of each class		Name of each exchange on which registered
American Depositary Shares, each representing one-ninth of one share		New York Stock Exchange, Inc.
of Common Stock
Common Stock, par value W500 per share		New York Stock Exchange, Inc.*

Large accelerated filer  þ	Accelerated filer  o	Non-accelerated filer  o

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						Page
Certain Defined Terms and Conventions used in this Report							1
Forward-Looking Statements							2
Item 1.		Identity of Directors, Senior Managers and Advisers					3
		Item 1A.		Directors and Senior Management			3
		Item 1B.		Advisers			3
		Item 1C.		Auditors			3
Item 2.		Offer Statistics and Expected Timetable					3
Item 3.		Key Information					3
		Item 3A.		Selected Financial Data			3
		Item 3B.		Capitalization and Indebtedness			8
		Item 3C.		Reasons for the Offer and Use of Proceeds			8
		Item 3D.		Risk Factors			8
Item 4.		Information on the Company					22
		Item 4A.		History and Development of the Company			22
		Item 4B.		Business Overview			27
		Item 4C.		Organizational Structure			54
		Item 4D.		Property, Plants and Equipment			55
Item 4.A.		Unresolved Staff Comments					55
Item 5.		Operating and Financial Review and Prospects					56
		Item 5A.		Operating Results			56
		Item 5B.		Liquidity and Capital Resources			65
		Item 5C.		Research and Development			78
		Item 5D.		Trend Information			80
		Item 5E.		Off-Balance Sheet Arrangements			80
		Item 5F.		Tabular Disclosure of Contractual Obligations			80
Item 6.		Directors, Senior Management and Employees					80
		Item 6A.		Directors and Senior Management			80
		Item 6B.		Compensation			83
		Item 6C.		Board Practices			84
		Item 6D.		Employees			87
		Item 6E.		Share Ownership			88
Item 7.		Major Shareholders and Related Party Transactions					89
		Item 7A.		Major Shareholders			89
		Item 7B.		Related Party Transactions			91
		Item 7C.		Interest of Experts and Counsel			92
Item 8.		Financial Information					93
		Item 8A.		Consolidated Statements and Other Financial Information			93
		Item 8B.		Significant Changes			97

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						Page
Item 9.		The Offer and Listing					97
		Item 9A.		Offering and Listing Details			97
		Item 9B.		Plan of Distribution			97
		Item 9C.		Markets			97
		Item 9D.		Selling Shareholders			105
		Item 9E.		Dilution			105
		Item 9F.		Expenses of the Issue			105
Item 10.		Additional Information					105
		Item 10A.		Share Capital			105
		Item 10B.		Memorandum and Articles of Association			105
		Item 10C.		Material Contracts			118
		Item 10D.		Exchange Controls			119
		Item 10E.		Taxation			123
		Item 10F.		Dividends and Paying Agents			127
		Item 10G.		Statements by Experts			127
		Item 10H.		Documents on Display			127
		Item 10I.		Subsidiary Information			128
Item 11.		Quantitative and Qualitative Disclosures about Market Risk					128
Item 12.		Description of Securities Other than Equity Securities					129
Item 13.		Defaults, Dividend Arrearages and Delinquencies					129
Item 14.		Material Modifications to the Rights of Security Holders and Use of Proceeds					129
Item 15.		Controls and Procedures					129
Item 16.		Reserved
		Item 16A.		Audit Committee Financial Expert			130
		Item 16B.		Code of Ethics			130
		Item 16C.		Principal Accountant Fees and Service			130
		Item 16D.		Exemptions from the Listing Standards for Audit Committees			131
		Item 16E.		Purchases of Equity Securities by the Issuer and Affiliated Purchasers			131
Item 17.		Financial Statements					132
Item 18.		Financial Statements					132
Item 19.		Exhibits					133
EX-1.1 ARTICLES OF ASSOCIATION
EX-2.1 DEPOSIT AGREEMENT
EX-4.1 TELECOMMUNICATIONS BASIC LAW OF 1983
EX-4.2 ENFORCEMENT DECREE OF THE TELECOMMUNICATIONS BASIC LAW
EX-4.3 TELECOMMUNICATIONS BUSINESS LAW OF 1983
EX-4.7 KOREAN SECURITIES AND EXCHANGE ACT
EX-8.1 LIST OF SUBSIDIARIES OF SK TELECOM CO., LTD.
EX-12.1 CERTIFICATION OF CEO PURSUANT TO SECTION 302
EX-12.2 CERTIFICATION OF CFO PURSUANT TO SECTION 302
EX-13.1 CERTIFICATION OF CEO PURSUANT TO SECTION 906
EX-13.2 CERTIFICATION OF CFO PURSUANT TO SECTION 906
EX-99.1 CONSENT OF DELOITTE ANJIN LLC

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	•	our ability to anticipate and respond to various competitive factors affecting the wireless telecommunications industry, including new services that may be introduced, changes in consumer preferences, economic conditions and discount pricing strategies by competitors;
	•	our implementation of high-speed download packet access, or HSDPA, technology and wireless broadband internet, or WiBro, technology;
	•	our plans to spend approximately Won 1.6 trillion for capital expenditures in 2006 for a range of projects, including expansion of our upgraded, HSDPA-ready WCDMA network, as well as investments in our wireless Internet-related businesses and our expected future capital expenditures on various initiatives;
	•	our efforts to make significant investments to build, develop and broaden our businesses, including developing and providing wireless data, multimedia, mobile commerce and Internet services;
	•	our ability to comply with governmental rules and regulations, including the regulations of the Ministry of Information and Communication, or the MIC, related to telecommunications providers, rules related to our status as a “market-dominating business entity” under the Korean Monopoly Regulation and Fair Trade Act, or the Fair Trade Act, and the effectiveness of steps we have taken to comply with such regulations;
	•	our ability to manage effectively our bandwidth and to implement timely and efficiently new bandwidth-efficient technologies;
	•	our expectations and estimates related to interconnection fees; tariffs charged by our competitors; regulatory fees; operating costs and expenditures; working capital requirements; principal repayment obligations with respect to long-term borrowings, bonds and obligations under capital leases; and research and development expenditures and other financial estimates;
	•	the success of our various joint ventures and investments in other telecommunications service providers; and
	•	the growth of the telecommunications industry in Korea and other markets in which we do business and the effect that economic, political or social conditions have on our number of subscribers, call volumes and results of operations.

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Item 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Item 1A.	Directors and Senior Management

Item 1B.	Advisers

Item 1C.	Auditors

Item 2.	OFFER STATISTICS AND EXPECTED TIMETABLE

Item 3.	KEY INFORMATION

Item 3A.	Selected Financial Data

			As of or for the Year Ended December 31,
			2001				2002				2003				2004				2005				2005
			(In billions of won and millions of dollars, except per share and percentage data)
INCOME STATEMENT DATA
Korean GAAP:
Total Operating Revenue(1)			W	8,371.9			W	9,324.0			W	10,272.1			W	10,570.6			W	10,721.8			US$	10,615.6
	Cellular Service(1)			8,203.0				9,156.8				10,091.8				10,297.6				10,361.9				10,259.3
	Paging Service(2)			8.8				—				—				—				—				—
	Other(3)			160.1				167.2				180.3				273.0				359.9				356.3
Operating Expenses				6,047.4				6,526.4				7,167.0				8,130.9				8,051.2				7,971.5
Operating Income				2,324.5				2,797.6				3,105.1				2,439.7				2,670.6				2,644.2
Income before Income Taxes and Minority Interest				1,976.7				2,218.8				2,754.3				2,123.2				2,561.6				2,536.2
Income before Minority Interest				1,126.4				1,520.3				1,965.3				1,493.4				1,868.3				1,849.8
Net Income				1,146.0				1,487.2				1,966.1				1,491.5				1,873.0				1,854.5
Income per Share of Common Stock(4)				13,242				17,647				26,187				20,261				25,443				25.19
Diluted Net Income per Share of Common Stock(4)				13,242				17,647				26,187				20,092				25,036				24.79
Dividends Declared per Share of Common Stock(5)				690				1,800				5,500				10,300				9,000				8.91
Weighted Average Number of Shares				86,545,041				84,270,450				75,078,219				73,614,297				73,614,296				73,614,296

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		As of or for the Year Ended December 31,
		2001				2002				2003				2004				2005				2005
		(In billions of won and millions of dollars, except per share and percentage data)
U.S. GAAP:
Total Operating Revenue		W	8,307.1			W	9,219.7			W	10,225.1			W	10,534.6			W	10,701.4			US$	10,595.5
Operating Expenses			6,235.0				6,643.4				7,044.5				8,137.6				7,847.7				7,770.0
Operating Income			2,072.1				2,576.3				3,180.6				2,397.0				2,853.7				2,825.5
Net Income			1,111.6				1,301.1				2,062.7				1,553.1				2,027.6				2,007.5
Income per Share of Common Stock(4)			12,844				15,440				27,475				21,097				27,543				27.27
Diluted Net Income per Share of Common Stock(4)			12,844				15,439				27,475				20,918				27,089				26.82
BALANCE SHEET DATA
Korean GAAP:
Working Capital (Deficiency)(6)		W	668.2			W	(189.7	)		W	(461.4	)		W	1,323.8			W	1,735.2			US$	1,718.0
Fixed Assets — Net			4,174.7				4,569.4				4,641.5				4,703.9				4,663.4				4,617.2
Total Assets			13,326.3				14,228.7				13,818.2				14,283.4				14,704.8				14,559.2
Long-term Liabilities(7)			3,498.4				3,693.4				3,193.5				4,010.7				3,513.9				3,479.1
Total Shareholders’ Equity			6,149.3				6,231.9				6,093.8				7,205.7				8,327.5				8,245.1
U.S. GAAP:
Working Capital (Deficiency)			729.6				(108.2	)			(445.5	)			1,311.3				1,587.2				1,571.5
Total Assets			13,841.0				15,720.7				15,586.2				15,576.8				16,351.2				16,189.3
Total Shareholders’ Equity			5,820.1				6,356.2				7,014.7				8,237.0				9,472.4				9,378.6
OTHER FINANCIAL DATA
Korean GAAP:
EBITDA(8)		W	3,932.4			W	3,954.1			W	4,706.4			W	4,085.8			W	4,434.2			US$	4,390.3
Capital Expenditures(9)			1,382.1				2,024.7				1,647.6				1,631.9				1,416.6				1,402.6
R&D Expenses(10)			153.7				253.3				300.7				336.1				321.1				317.9
Internal R&D			130.7				194.3				235.8				267.1				252.0				249.5
External R&D			23.0				59.0				64.9				69.0				69.1				68.4
Depreciation and Amortization			1,759.6				1,543.3				1,646.3				1,752.5				1,675.5				1,658.9
Cash Flow from Operating Activities			2,424.5				4,268.4				3,329.4				2,516.8				3,404.1				3,370.4
Cash Flow from Investing Activities			(1,973.4	)			(3,064.0	)			(1,415.1	)			(1,470.3	)			(1,938.2	)			(1,919.0	)
Cash Flow from Financing Activities			331.2				(1,418.2	)			(2,261.0	)			(968.6	)			(1,429.0	)			(1,414.9	)
Margins (% of total sales):
EBITDA Margin(8)			47.0	%			42.4	%			45.8	%			38.7	%			41.4	%			41.4	%
Operating Margin			27.8				30.0				30.2				23.1				24.9				24.9
Net Margin			13.7				15.9				19.1				14.1				17.5				17.5
U.S. GAAP:
EBITDA(8)			3,859.1				3,620.7				4,679.1				3,970.4				4,412.2				4,368.5
Capital Expenditures(9)			1,382.1				2,024.7				1,668.0				1,656.9				1,429.3				1,415.1
Cash Flow from Operating Activities			2,428.3				3,606.2				3,144.3				3,228.9				3,293.8				3,261.2
Cash Flow from Investing Activities			(1,977.3	)			(2,892.5	)			(1,285.5	)			(1,634.1	)			(1,816.5	)			(1,798.5	)
Cash Flow from Financing Activities			331.2				(927.5	)			(2,205.5	)			(1,514.8	)			(1,439.3	)			(1,425.1	)

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		As of or for the Year Ended December 31,
		2001				2002				2003				2004				2005
SELECTED OPERATING DATA
Population of Korea (millions)(11)			47.4				47.6				47.9				48.2				48.3
Our Wireless Penetration(12)			32.0				36.1				38.2				39.0				40.4
Number of Employees(13)			5,693				6,241				6,286				7,353				6,646
Total Sales per Employee (millions)		W	1,470.6			W	1,494.0			W	1,634.1			W	1,437.6			W	1,613.3
Wireless Subscribers(14)			15,179,163				17,219,562				18,313,315				18,783,338				19,530,117
Average Monthly Outgoing Voice Minutes per Subscriber(15)			172				191				197				194				197
Average Monthly Revenue per Subscriber(16)		W	36,400			W	38,383			W	39,739			W	39,689			W	40,205
Average Monthly Churn Rate(17)			1.4	%			1.4	%			1.2	%			1.7	%			1.8	%
Digital Cell Sites(18)			6,056				7,384				8,309				9,458				10,142

	*	The conversion into Dollars was made at the rate of Won 1,010.0 to US$1.00. See note 2(a) of the notes to our consolidated financial statements.

	(1)	Includes revenues from SK Teletech Co., Ltd. of Won 702.4 billion for 2001, Won 534.0 billion for 2002, Won 612.0 billion for 2003, Won 649.8 billion for 2004 and Won 294.6 billion for 2005 from the sale of digital handsets and Won 1,339.9 billion for 2001, Won 1,043.2 billion for 2002, Won 1,017.1 billion for 2003, Won 849.4 billion for 2004 and Won 898.6 billion for 2005 of interconnection revenue. Following our sale of a 60% equity interest in SK Teletech to Pantech & Curitel in July 2005, our equity interest in the company was reduced to 29.1% (which subsequently became a 22.7% interest in Pantech following the merger of SK Teletech into Pantech in December 2005) and SK Teletech ceased to be our consolidated subsidiary. See “Item 4B. Business Overview — Interconnection”.
	(2)	In March 2001, we transferred our paging business to Real Telecom Co., Ltd. (formerly known as INTEC Telecom Co., Ltd.) in exchange for 9.9% of Real Telecom’s newly issued shares and bonds with a principal amount of Won 9.5 billion that can be converted into an additional 7.8% interest in Real Telecom. Consequently, the results of the paging business are no longer included in our revenues after such date.
	(3)	For more information about our other revenue, see “Item 5. Operating and Financial Review and Prospects” and “Item 4B. Business Overview”.
	(4)	Income per share of common stock is calculated by dividing net income by the weighted average number of shares outstanding during the period. Diluted net income per share of common stock is calculated by dividing adjusted net income by adjusted weighted average number of shares outstanding during the period, taking into account the dilutive effect of stock options in 2002 and issuance of convertible bonds in 2004 and 2005.
	(5)	On January 1, 2002, we adopted Statement of Korea Accounting Standards (“SKAS”) No. 6, “Events Occurring after Balance Sheet Date”. This statement requires that proposed cash dividends be reflected on the balance sheet when the appropriations are approved by shareholders which is similar to U.S. GAAP. In order to reflect this accounting change, our 2001 financial statements have been restated accordingly.
	(6)	Working capital means current assets minus current liabilities.
	(7)	Our monetary assets and liabilities denominated in foreign currencies are valued at the exchange rate of Won 1,326 to US$1.00 as of December 31, 2001, Won 1,200 to US$1.00 as of December 31, 2002, Won 1,198 to US$1.00 as of December 31, 2003, Won 1,044 to US$1.00 as of December 31, 2004 and Won 1,013.0 to US$1.00 as of December 31, 2005, the rates of exchange permitted under Korean GAAP as of those dates. See note 2(w) of the notes to our consolidated financial statements.

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	(8)	EBITDA refers to income before interest income, interest expense, taxes, depreciation and amortization. EBITDA is commonly used in the telecommunications industry to analyze companies on the basis of operating performance, leverage and liquidity. Since the telecommunications business is a very capital intensive business, capital expenditures and level of debt and interest expenses may have a significant impact on net income for companies with similar operating results. Therefore, for a telecommunications company such as ourselves, we believe that EBITDA provides a useful reflection of our operating results. We use EBITDA as a measurement of operating performance because it assists us in comparing our performance on a consistent basis as it removes from our operating results the impact of our capital structure, which includes interest expense from our outstanding debt, and our asset base, which includes depreciation and amortization of our property and equipment. However, EBITDA should not be construed as an alternative to operating income or any other measure of performance determined in accordance with Korean GAAP or U.S. GAAP or as an indicator of our operating performance, liquidity or cash flows generated by operating, investing and financing activities. Other companies may define EBITDA differently than we do. EBITDA under U.S. GAAP is computed using interest income, interest expense, depreciation, amortization and income taxes under U.S. GAAP which may differ from Korean GAAP for these items.
	(9)	Consists of investments in property, plant and equipment. Under U.S. GAAP, interest costs incurred during the period required to complete an asset or ready an asset for its intended use are capitalized based on the interest rates a company pays on its outstanding borrowings. Under Korean GAAP, beginning January 1, 2003, such interest costs are expensed as incurred. Through the end of 2002, the accounting treatment for capitalizing interest costs under Korean GAAP was consistent with that under U.S. GAAP.

(10)	Includes donations to Korean research institutes and educational organizations. See “Item 5C. Research and Development, Patents and Licenses, etc.”.
(11)	Population estimates based on historical data published by the National Statistical Office of Korea.
(12)	Wireless penetration is determined by dividing our subscribers by total estimated population, as of the end of the period.
(13)	Includes regular employees and temporary employees. See “Item 6D. Employees”. Includes 1,332 Shinsegi employees as of December 31, 2001.
(14)	Wireless subscribers include those subscribers who are temporarily deactivated, including (1) subscribers who voluntarily deactivate temporarily for a period of up to three months no more than twice a year and (2) subscribers with delinquent accounts who may be involuntarily deactivated up to two months before permanent deactivation, which we determine based on various factors, including prior payment history. Wireless subscribers also include 3,311,874 Shinsegi subscribers as of December 31, 2001.
(15)	The average monthly outgoing voice minutes per subscriber is computed by dividing the total minutes of outgoing voice usage for the period by the monthly weighted average number of subscribers for the period and dividing the quotient by the number of months in the period. The monthly weighted average number of subscribers is the sum of the average number of subscribers for the month, calculated by taking the simple average number of subscribers at the beginning of the month and at the end of the month, divided by the number of months in the period. Shinsegi’s subscribers and outgoing voice minutes are included from 2001.
(16)	The average monthly revenue per subscriber excludes interconnection revenue and is computed by dividing total initial connection fees, monthly access fees, usage charges for voice and data, international charges, value-added service fees; and interest on overdue accounts (net of telephone tax) for the period by the monthly weighted average number of subscribers for the period and dividing the quotient by the number of months in the period. Including interconnection revenue, consolidated average monthly revenue per subscriber was Won 45,441 for 2001, Won 43,958 for 2002, Won 44,546 for 2003, Won 43,542 for 2004 and Won 44,167 for 2005. For information about the average monthly revenue per subscriber of SK Telecom and Shinsegi on a stand-alone basis, see “Item 5A. Operating Results — Overview”.
(17)	The average monthly churn rate for a period is the number calculated by dividing the sum of voluntary and involuntary deactivations during the period by the simple average of the number of subscribers at the beginning and end of the period and dividing the quotient by the number of months in the period. Churn

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	includes subscribers who upgrade to CDMA lxRTT or CDMA 1xEV/ DO-capable handsets by terminating their service and opening a new subscriber account.

(18)	Includes 1,685 cell sites of Shinsegi as of December 31, 2001.

		As of or for the Year Ended December 31,
		2001				2002				2003				2004				2005				2005
		(In billions of won and millions of dollars)
Net Income		W	1,111.6			W	1,301.1			W	2,062.7			W	1,553.1			W	2,027.6			US$	2,007.5
ADD: Interest income			(101.8	)			(90.8	)			(93.9	)			(86.7	)			(62.6	)			(62.0	)
Interest expense			274.4				396.6				387.1				291.0				226.8				224.6
Taxes			791.3				585.0				811.5				611.1				667.1				660.5
Depreciation and Amortization			1,783.6				1,428.8				1,511.7				1,601.9				1,553.3				1,537.9
EBITDA		W	3,859.1			W	3,620.7			W	4,679.1			W	3,970.4			W	4,412.2			US$	4,368.5

		As of or for the Year Ended December 31,
		2001				2002				2003				2004				2005				2005
		(In billions of won and millions of dollars)
Net Income		W	1,146.0			W	1,487.2			W	1,966.1			W	1,491.5			W	1,873.0			US$	1,854.5
ADD: Interest income			(97.4	)			(86.0	)			(86.5	)			(80.5	)			(61.1	)			(60.5	)
Interest expense			273.9				311.1				391.5				303.4				253.5				251.0
Taxes			850.3				698.5				789.0				629.8				693.3				686.4
Depreciation and Amortization			1,759.6				1,543.3				1,646.3				1,741.6				1,675.5				1,658.9
EBITDA		W	3,932.4			W	3,954.1			W	4,706.4			W	4,085.8			W	4,434.2			US$	4,390.3

		At End				Average
Year Ended December 31,		of Period				Rate(1)				High				Low
2001			1,314				1,293				1,369				1,234
2002			1,186				1,250				1,332				1,161
2003			1,192				1,193				1,262				1,146
2004			1,035				1,145				1,195				1,035
2005			1,010				1,023				1,060				997

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Past Six Months		High				Low
		(Won per
		US$1.00)
January 2006			1,003				959
February 2006			976				962
March 2006			982				967
April 2006			970				940
May 2006			952				927
June 2006 (through June 26, 2006)			962				943

(1)	The average rates for the annual periods were calculated based on the average noon buying rate on the last day of each month (or portion thereof) during the period. The average rate for the monthly periods were calculated based on the average noon buying rate of each day of the month (or portion thereof).

	Competition may reduce our market share and harm our results of operations and financial condition.

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	Inability to successfully implement or adapt our network and technology to meet the continuing technological advancements affecting the wireless industry will likely have a material adverse effect on our financial condition, results of operation and business.

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	HSDPA technology may require significant capital and other expenditures for implementation which we may not recoup and such technology may be difficult to integrate with our existing technology and business.

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	Our growth strategy calls for significant investments in new businesses and regions, including businesses and regions in which we have limited experience.

	Due to the existing high penetration rate of wireless services in Korea, we are unlikely to maintain our subscriber growth rate, which could adversely affect our results of operations.

	Our business and results of operations may be adversely affected if we fail to acquire adequate additional spectrum or use our bandwidth efficiently to accommodate subscriber growth and subscriber usage.

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	We may have to make further financing arrangements to meet our capital expenditure requirements and debt payment obligations.

	Termination or impairment of our relationship with a small number of key suppliers for network equipment and for lease lines could adversely affect our results of operations.

	Our businesses are subject to extensive government regulation and any change in government policy relating to the telecommunications industry could have a material adverse effect on our results of operations and financial condition.

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	We are subject to additional regulation as a result of our market position, which could harm our ability to compete effectively.

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	Financial difficulties and charges of financial statement irregularities at our affiliate, SK Networks (formerly SK Global), may cause disruptions in our business.

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	Concerns that radio frequency emissions may be linked to various health concerns could adversely affect our business and we could be subject to litigation relating to these health concerns.

	Our businesses may be adversely affected by developments affecting the Korean economy.

	•	financial problems or lack of progress in restructuring of chaebols, or Korean conglomerates, other large troubled companies, their suppliers or the financial sector;
	•	loss of investor confidence arising from corporate accounting irregularities and corporate governance issues of certain chaebols;
	•	a slowdown in consumer spending;
	•	adverse changes or volatility in foreign currency reserve levels, commodity prices, exchange rates, interest rates or stock markets;

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	•	adverse developments in the economies of countries that are important export markets for Korea, such as the United States, Japan and China, or in emerging market economies in Asia or elsewhere;
	•	the continued emergence of the Chinese economy, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of manufacturing base from Korea to China);
	•	social and labor unrest;
	•	substantial decrease in market price of the Korean real estate market;
	•	a decrease in tax revenues and a substantial increase in the Korean government’s expenditures for unemployment compensation and other social programs that, together, would lead to an increased government budget deficit;
	•	geo-political uncertainty and risk of further attacks by terrorist groups around the world;
	•	the recurrence of SARS or avian flu in Asia and other parts of the world;
	•	deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from trade disputes or disagreements in foreign policy;
	•	political uncertainty or increasing strife among or within political parties in Korea;
	•	hostilities involving oil producing countries in the Middle East and any material disruption in the supply of oil or increase in the price of oil; and
	•	an increase in the level of tension or an outbreak of hostilities between North Korea and Korea or the United States.

	Depreciation of the value of the Won against the Dollar and other major foreign currencies may have a material adverse effect on our results of operations and on the prices of our common stock and the ADSs.

	•	an increase in the amount of Won required by us to make interest and principal payments on our foreign currency-denominated debt, which accounted for approximately 9.6% of our total consolidated long-term debt, including current portion, as of December 31, 2005; and
	•	an increase, in Won terms, of the costs of equipment that we purchase from overseas sources which we pay for in Dollars or other foreign currencies.

	•	the amounts a registered holder or beneficial owner of ADSs will receive from the ADR depositary in respect of dividends, which will be paid in Won to the ADR depositary and converted by the ADR depositary into Dollars;
	•	the Dollar value of the proceeds that a holder will receive upon sale in Korea of the shares; and
	•	the secondary market price of the ADSs.

	Increased tensions with North Korea could have an adverse effect on us and the prices of our common stock and the ADSs.

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	If SK Corporation causes us to breach the foreign ownership limitations on shares of our common stock, we may experience a change of control.

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If our convertible notes are converted by foreign holders and the conversion would cause a violation of the foreign ownership restrictions of the Telecommunications Business Law, or in certain other circumstances, we may sell common stock in order to settle the converting holders’ conversion rights in cash in lieu of delivering common stock to them, and these sales might adversely affect the market price of our common stock or ADRs.

	Sales of SK Telecom shares by companies in the SK Group, POSCO and/or other large shareholders may adversely affect the prices of SK Telecom’s common stock and the ADSs.

	Korea’s new legislation allowing class action suits related to securities transactions may expose us to additional litigation risk.

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	If an investor surrenders his ADSs to withdraw the underlying shares, he may not be allowed to deposit the shares again to obtain ADSs.

	An investor in our ADSs may not be able to exercise preemptive rights for additional shares and may suffer dilution of his equity interest in us.

	•	a registration statement filed by us under the U.S. Securities Act of 1933, as amended, is in effect with respect to those shares; or
	•	the offering and sale of those shares is exempt from, or is not subject to, the registration requirements of the U.S. Securities Act.

	Short selling of our ADSs by purchasers of securities convertible or exchangeable into our ADSs could materially adversely affect the market price of our ADSs.

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	After the exchange of ADSs into the underlying common shares of SK Telecom, seller or purchasers of the underlying common shares may have to pay securities transaction tax upon the transfer of the shares.

	A holder of our ADSs may not be able to enforce a judgment of a foreign court against us.

	We are generally subject to Korean corporate governance and disclosure standards, which may differ from those in other countries.

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	•	Enhance the technical capabilities of our wireless networks to improve data transmission rates and service quality and to enable us to offer an increased range of services, including in connection with our development of new and improved wireless technologies. We have completed expanding the geographic coverage and subscriber capacity of our existing CDMA 1xRTT and CDMA 1xEV/ DO networks and are currently upgrading our existing WCDMA network to support HSDPA service, as well as expanding an HSPDA-ready version of our WCDMA network nationwide. In addition, we began to offer WiBro service to limited areas of metropolitan Seoul in June 2006, and intend to continue to expand our WiBro service coverage area. We believe we are a leader in the development and implementation of wireless technologies in Korea and that convergence among communications technologies, as well as between telecommunications and other industries, creates growth opportunities for incumbent telecommunications service providers, like us, whose existing infrastructure and know-how will provide a competitive advantage. We also pursue a research and development program designed to allow us to implement new wireless technologies as market opportunities arise. As a part of such program, we operate a network research and development center which is focused on wireless network design, digital cellular technologies and wireless telecommunications applications.
	•	Retain and capitalize on our large, high-quality wireless subscriber base. With approximately 19.8 million subscribers as of April 30, 2006, we have the largest wireless subscriber base in Korea. We focus on maintaining and expanding our high-quality subscriber base through the provision of enhanced wireless services, particularly advanced Wireless Internet-based applications, at higher speeds than previously available.
	•	Offer a broad range of new and innovative Wireless Internet contents and services. Through our integrated wireless and on-line portal, NATE, we plan to continue expanding the range of our Wireless Internet contents and services, with a view to increasing revenue from these services to complement our core cellular revenues. Our strategy includes the introduction of sophisticated multimedia services (such as June, a premium wireless data service that provides streaming multimedia video content through our

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		CDMA 1xEV/ DO and HSDPA technologies, as well as MelOn, our music portal service, GXG, our mobile gaming portal, and Cizle, our wireless Internet movie portal); mobile commerce services (such as Moneta, a wireless credit and payment system); community portal and mobile community portal services (such as Mobile Cyworld, which allows subscribers to access Cyworld, our on-line community portal service, using their cellular phone); and mobile finance services (such as M BANK, M-Stock and Moneta Card) that can be accessed using handsets and other devices, including personal computers, personal digital assistants and vehicle mounted terminals.
	•	Create new opportunities that arise from an increasingly convergent and ubiquitous era in mobile communications, including by pioneering new businesses. We seek to offer our customers a variety of innovative “convergent” services that create value and convenience for our customers. For example, we have launched new services, such as Telematics, Digital Home and mobile banking, that provide access to content and services previously available only through traditional media or requiring direct personal interface. In particular, we are focusing on new businesses that provide synergies with our existing services. For example, in May 2005, TU Media Corp., one of our affiliates, successfully launched satellite DMB service, which provides broadcasting of multimedia content by satellite to various portable and handheld devices.
	•	Continue to seek opportunities in overseas markets. We continue to seek opportunities into various overseas markets, particularly to Asia. In March 2005, we established a joint venture with EarthLink, Inc., the third largest Internet service provider in the United States, and, in May 2006 we launched our Mobile Virtual Network Operator, or MVNO, service, under the brand name “HELIO”, to provide wireless voice and data services across the United States. We have also been providing CDMA cellular service, under the brand name, “S-Fone”, in Vietnam since 2003 and plan to expand our network coverage to all of Vietnam. In February 2004, through the launch of a joint venture company with China Unicom, we also began extending our wireless Internet service to China. In addition, in June 2006, our board of directors approved plans to subscribe for up to US$1 billion of convertible bonds issued by China Unicom convertible into 899,745,075 common shares of China Unicom. We expect the subscription to be consummated in July 2006. In the event all of such convertible bonds are converted into common shares, our equity interest in China Unicom would be 6.67%.

	•	Decommissioned Shinsegi’s former network and transferred Shinsegi’s subscribers to SK Telecom’s networks. We have allowed transferred subscribers to continue receiving services under their existing rate plans. However, after the merger, no new subscribers have been accepted under Shinsegi’s plans and further marketing efforts have been limited to the SK Telecom brands. Shinsegi’s subscribers do not have to purchase new handsets, are allowed to use the same mobile telephone numbers and have access to the same services as before the merger.
	•	Re-allocated the spectrum formerly used by Shinsegi’s network to SK Telecom’s CDMA and CDMA 1xRTT networks.
	•	Redeployed a portion of Shinsegi’s former network equipment to SK Telecom’s CDMA network or sold it to wireless operators outside of Korea. The remainder of Shinsegi’s network equipment was discarded and written off and we recorded an impairment loss of Won 185.8 billion in 2002.

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		As of December 31,
		2001				2002				2003				2004				2005
		(In thousands, except for per population amounts)
Population of Korea(1)			47,354				47,615				47,849				48,082				48,294
Wireless Subscribers(2)			29,046				32,342				33,592				36,586				38,342
Wireless Subscribers per 100 Population			61.3				67.9				70.2				76.1				79.4
Telephone Lines in Service(2)			22,725				23,490				22,877				22,871				22,920
Telephone Lines per 100 Population			48.0				49.3				47.8				47.6				47.5

(1)	Source: National Statistical Office of Korea
(2)	Source: MIC

(1)	Percentages may differ depending on method selected for determining population.

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		2001				2002				2003				2004				2005
		(In thousands)
Wireless Internet Enabled Handsets			23,874				29,085				31,431				35,016				37,202
WAP/ ME Type			18,190				25,981				29,804				34,220				36,713
I-SMS Type			5,684				3,104				1,627				797				489
Total Number of Wireless Subscribers			29,046				32,342				33,592				36,586				38,342
Penetration of Advanced Handsets			82.2	%			89.9	%			93.6	%			95.7	%			97.0	%

		2001.12				2002.12				2003.12				2004.12				2005.12
Number of Internet Users(1)			24,380				26,270				29,220				31,580				33,010
Number of Broadband Subscribers(2)			7,806				10,405				11,172				11,921				12,191

(1)	Source: Korea Network Information Center (KRNIC).
(2)	Source: MIC. Broadband service includes xDSL (Digital Subscriber Line), Cable Modem, Apartment LAN (Local Area Network) and Satellite.

Item 4B.	Business Overview

	•	Cellular services — we provide digital cellular services to our subscribers using CDMA (code division multiple access) technology, with our network covering approximately 99% of the Korean population;
	•	Wireless Internet services — under our “NATE” brand name, we allow our wireless subscribers to access various websites designed for cellular use, such as access to entertainment-related contents and services and on-line financial services; and
	•	Digital convergence and new businesses — we have pioneered new services that reflect the growing convergence between the telecommunications sector and other industries, including our provision of satellite DMB service, which enables satellite broadcasting to mobile devices; telematics service, which makes use of GPS technology; and our “Digital Home” service, which brings home maintenance and security into the mobile digital era.

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	•	Call Keeper service, which provides a record of missed calls in the event a subscriber’s mobile phone is engaged or switched off;
	•	COLORing service, which plays a “ring back” melody in lieu of a conventional dial tone when callers dial a COLORing subscriber’s mobile phone;
	•	Auto COLORing service, which periodically changes the default ring-back melody according to the subscriber’s music category selection; and
	•	Perfect Call service, which combines Call Keeper service with a new service that alerts subscribers when a dialed number that was engaged when first dialed, is no longer engaged.

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	Multimedia

	Music Portal Service

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	Community Portal Service

	Wireless Entertainment Services

	M-Commerce

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	Satellite DMB

	Telematics Service

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	Digital Home

	Provision of Wireless Internet Platforms and Cellular Network Solutions to Foreign CDMA Network Operators

	Overseas Operations

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	Handset Manufacturing

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	International Calling Services

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		As of and for the Year Ended December 31,
		2003				2004				2005
		(In billions of won)
Initial Connection Fees		W	176.6			W	198.4			W	232.3
Monthly Access Fees			3,132.2				3,266.1				3,365.1
Usage Charges			3,615.1				5,300.7				5,538.8
Interconnection Revenue			1,017.1				849.4				898.6
Revenue from Sales of Digital Handsets(1)			612.0				649.8				294.6
Other Revenue(2)			1,538.8				33.2				32.5
Total		W	10,091.8			W	10,297.6			W	10,361.9
Additional Facility Deposits		W	5.0			W	31.8			W	3.4
Refunded Facility Deposits			7.7				44.6				11.0
Facility Deposits at Period End			44.2				31.4				23.8

(1)	Until its sale to Pantech & Curitel in July 2005, our revenue from handset sales consisted of sales by our former subsidiary, SK Teletech.
(2)	Other revenue includes revenue from value-added services, including voice-activated dialing, caller ID, call forwarding, call waiting and three-way calling.

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										Peak Usage				Off-Peak Usage				Night-Time Usage
						Included Airtime/				Charges				Charges				Charges
		Monthly Access Fee				Discount				(Per 10 Seconds)				(Per 10 Seconds)(2)				(Per 10 Seconds)
Standard
Regular		W	13,000				10 minutes			W	20			W	13			W	10
Slim			12,500								19				19				19
Family			13,000				5 minutes				18				12				9
Designated Number Discount			16,000								20				20				20
Three-Three(3)			14,500								—				—				—
Time			16,000				7 minutes				21				17				12
Pink Couple			22,000				500 minutes				20				20				20
Silver(4)			11,000				30 minutes				38				38				38
i-Kids(5)			11,000				70 minutes				20				20				20
Welfare 160/220(6)			16,000				Won 10,000				30				30				30
			22,000				Won 22,000				30				30				30
TTL Plans
Standard			15,000								20				20				20
SMS			25,000								19				19				19
Regional			15,500				7 minutes				21				16				9
Designated Number			16,000								20				20				20
Pink Couple			22,000								20				20				20
Couple			16,500				150 minutes				20				20				9
Ting Plans
Text Premium			26,000								30				30				30
Buddy			15,000				70 minutes
Ting 500			15,000				60 minutes				12				12				12
Ting 100 (Normal Rate)			13,500				60 minutes				35				18				9
Ting 100 (Vacation Rate)			13,500				60 minutes				24				24				9
Ting Start			18,000								30				30				30
Data Free Plan(7)			26,000								—				—				—
“Free Plans”
Free Holiday(8)			—								—				—				—
Free Everyday(9)			—								—				—				—
Free Plan for Calls Over 3 Minutes(10)			—								—				—				—

	(1)	Discounts may include free text messages, ring tone downloads, coloring and NATE minutes.
	(2)	Excludes a 5% discount on domestic calls for customers who have subscribed to our cellular services for over 1 year; a 10% discount for customers who have subscribed to our cellular services over 2 years; a 15%

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		discount for customers who have subscribed to our cellular services over 3 years and a 20% discount for customers who have subscribed to our cellular services over 5 years.
	(3)	Under this plan, for the first three minutes of airtime we charge Won 20 per 10 seconds; we offer the fourth to sixth minutes free of charge; and charge Won 15 per 10 seconds for airtime thereafter.
	(4)	Subscribers must be 65 years old or older and each subscriber is limited to enrolling in one Silver Plan.
	(5)	Subscribers must be 12 years old or younger and each subscriber is limited to enrolling one i-Kid Plan.
	(6)	This plan is limited to mentally or physically challenged subscribers.
	(7)	Includes unlimited use of data service. This plan is offered from September 30, 2005 through September 30, 2006.
	(8)	11 hours of airtime on Sundays and public holidays, for an additional Won 10,000 per month.
	(9)	11 hours of airtime in excess of the average number of minutes used during the previous two months, for an additional Won 15,000 per month.

(10)	11 hours of domestic airtime for any airtime exceeding the first three minutes, for an additional Won 15,000 per month.

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	•	our expansion and technical enhancement of our digital network, including with high-speed data capabilities;
	•	increasing consumer awareness of the benefits of wireless telecommunications;
	•	an effective marketing strategy;
	•	our focus on customer service;
	•	the introduction of new, value-added services, such as voicemail services, call-forwarding, caller ID, three-way calling and Wireless Internet services provided by NATE; and
	•	our acquisition of Shinsegi.

		As of or for the Year Ended December 31,
		2003				2004				2005
Subscribers			18,313,153				18,783,338				19,530,117
Subscribers Growth Rate			6.4	%			2.6	%			4.0	%
Activations			3,688,312				4,407,087				5,057,176
Deactivations			2,594,721				3,936,884				4,310,397
Average Monthly Churn Rate(1)			1.2	%			1.7	%			1.8	%

(1)

Average monthly churn rate for a period is the number calculated by dividing the sum of deactivations during the period by the simple average of the number of subscribers at the beginning and end of the period and dividing the quotient by the number of months in the period. Churn includes subscribers who upgrade to CDMA 1xRTT or CDMA lxEV/ DO-capable handsets by terminating their service and opening a new subscriber account.

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Period				SKT→KTF				SKT→LGT				KTF→SKT				KTF→LGT				LGT→SKT				LGT→KTF				Total
2004
	First Quarter				417,212				286,163				—				—				—				—				703,375
	Second Quarter				444,225				287,660				—				—				—				—				731,885
	Third Quarter				173,384				133,315				351,238				109,223				—				—				767,160
	Fourth Quarter				236,251				149,939				216,175				133,276				—				—				735,641
2005
	First Quarter				391,386				148,486				354,672				156,394				213,179				220,322				1,484,439
	Second Quarter				355,300				178,550				372,621				170,378				159,662				131,246				1,367,757
	Third Quarter				395,070				170,604				392,104				154,723				161,308				128,472				1,402,281
	Fourth Quarter				344,941				178,560				367,998				164,114				149,887				112,711				1,318,211
2006
	January				155,588				60,465				154,166				60,741				63,112				58,552				552,624
	February				164,413				62,672				166,271				67,880				60,338				61,534				583,108
	March				172,963				59,056				165,979				62,168				60,016				65,694				585,876
	April				81,071				37,869				91,112				35,164				41,186				34,884				321,286
		Total			3,331,804				1,753,339				2,632,336				1,114,061				908,688				813,415				10,553,643

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			New Wireless Subscribers
			SK Telecom								KTF								LGT
			Number of				Percentage				Number of				Percentage				Number of				Percentage
Period			Subscribers				of Total				Subscribers				of Total				Subscribers				of Total
2004
	First Quarter			1,210,435				41.5	%			1,060,250				36.4	%			644,709				22.1	%
	Second Quarter			1,276,659				44.3	%			989,318				34.4	%			613,341				21.3	%
	Third Quarter			547,146				39.4	%			501,154				36.1	%			341,810				24.6	%
	Fourth Quarter			795,359				45.9	%			552,618				31.9	%			384,825				22.2	%
2005
	First Quarter			739,056				42.3	%			670,187				38.3	%			338,911				19.4	%
	Second Quarter			713,151				46.2	%			516,628				33.4	%			314,811				20.4	%
	Third Quarter			707,228				43.1	%			607,024				37.0	%			328,133				20.0	%
	Fourth Quarter			662,731				42.1	%			528,244				33.6	%			381,800				24.3	%
2006
	January			245,324				43.9	%			186,804				33.5	%			126,092				22.6	%
	February			262,623				45.4	%			191,535				33.1	%			124,525				21.5	%
	March			250,407				46.0	%			171,461				31.5	%			122,587				22.5	%
	April			164,076				44.5	%			118,983				32.2	%			85,964				23.3	%
	May			196,569				43.4	%			140,814				31.1	%			115,273				25.5	%

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Year		SK Telecom				KTF				LGT
		(Won/Minute)
2003			41.02				47.99				52.89
2004			31.81				47.66				58.55
2005			31.19				46.70				54.98

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	Domestic Calls

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	International Calls

	International Roaming Arrangements

	CDMA Networks

	CDMA 1xRTT Network

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	WCDMA Network

	WiBro

	Network infrastructure

	•	cell sites, which are physical locations equipped with transmitters, receivers and other equipment that communicate by radio signals with wireless handsets within range of the cell (typically a 3 to 40 kilometer radius);
	•	base station transceiver subsystems, which manage the radio transmission by the equipment located at one or more cell sites, including radio-channel management, message transport and hand-off of calls between cell sites;
	•	switching stations, which switch calls to the proper destinations; and
	•	leased lines, microwave links or other connections which link the switching stations, the cell sites and the public switched telephone networks of KT Corporation and Hanaro Telecom.

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						Switching
		Cell Sites				Stations
CDMA Network (excluding CDMA lxRTT and CDMA 1xEV/ DO)			4.878				55
CDMA 1xRTT Network and CDMA 1xEV/ DO			3.718				60
WCDMA			1.546				6
WiBro(1)			—				—

(1)	We first launched WiBro service in May 2006.

	Wireless Application Developers and Content Providers

	•	Information Technology and Content Providers. We hold investments in approximately 40 companies, with an aggregate book value of approximately Won 22.4 billion as of December 31, 2005. Such companies develop technology and content for use in our fixed-line and Wireless Internet businesses and help enable us to further develop of our multimedia platforms and networks.
	•	Joint Ventures. Pursuant to an agreement entered into on March 20, 2003, we established UNISK, a joint venture company with China Unicom in December 2003. See “— Global Business — Overseas Operations”. In September 2003, we reached a business cooperation agreement with Teliasonera for the purpose of jointly developing and commercializing new businesses, cross-licensing, partnership exchange and joint advancement into overseas markets. On September 16, 2003, we signed a memorandum of understanding with Alcatel for joint development of a Mobile Payment Service by combining our Nemo with Alcatel’s Prepayment Instant Billing System.

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	•	Mobile Broadcasting Corporation. In September 2003, we entered into an agreement with Mobile Broadcasting Corporation, or MBCO, a wireless multi-media company in Japan, for the purpose of co-owning and launching a satellite for the satellite DMB business. MBCO is a developer and provider of content and technology related to wireless multimedia services and has developed new services in satellite DMB. Under the terms of the agreement, SK Telecom is committed to fund 34.7% of the cost of launching and maintaining the operations of the satellite, which is approximately Won 96.9 billion. As of December 31, 2005, we had invested a total of Won 27.3 billion and had a 7.3% interest in MBCO. We launched the satellite in March 2004. In March 2004, the MIC assigned us a frequency for satellite DMB. In October 2004, we granted the right to use our satellite, satellite orbit and frequency to TU Media Corp., one of our affiliates, which received a license from the MIC as a satellite DMB provider on December 30, 2004. On May 1, 2005, TU Media Corp. began to provide satellite DMB services. As of April 30, 2006, TU Media had over 500,000 subscribers. See “— Multimedia”.
	•	Mobile Data and Digital Content Market. In order to generate new revenue from the growing mobile data and digital content market, we plan to increase our investment in the entertainment sector, particularly in music and movies. As mobile data and digital content market has become increasingly important in the growth of our business, we are seeking to secure valuable mobile data and digital contents by making equity investments in various content providers. In March 2005, we acquired 8 million shares, or 21.7% equity interest in iHQ Inc., for Won 14.46 billion, with an option to purchase 5 million additional shares from Mr. Hun-Tak Jeong, a majority shareholder of iHQ Inc. iHQ Inc. is an entertainment management firm producing films, managing entertainers and operating on-line game services. We exercised the option to purchase 5 million shares of iHQ on April 26, 2006, which purchase is expected to be consummated in July 2006. Following such purchase we will hold a 34.91% equity interest in iHQ. In August 2005, we also acquired a 60% stake in YBM Seoul Records Inc., Korea’s largest music recording company in terms of records released and revenues, for Won 27.9 billion. Through our acquisition of YBM, we are able to offer customers of our MelOn service access to an expanded digital music contents pool. Also, in July and October 2005, we and certain other Korean investment companies invested an aggregate Won 40 billion to establish three funds to invest in the music industry and seek strategic partnerships with recording companies. As of December 31, 2005, our contribution to the funds amounted to Won 39.6 billion. Furthermore, in September, October and December 2005, we and co-investors invested an aggregate Won 55.8 billion to establish four movie-production funds to strengthen our ability to obtain movie contents. We had invested Won 20 billion in the funds as of December 31, 2005. Such investments reflect our business strategy of diversification into new areas, such as media and entertainment.

	Other Investments

	•	Hanaro Telecom. As of December 31, 2005, we owned a 4.8% interest in the outstanding capital stock of Hanaro Telecom. On September 2, 2003, we purchased Won 120.0 billion of Hanaro Telecom commercial paper in order to provide Hanaro Telecom with short-term liquidity while it attempted to secure a foreign investor that would inject new capital into the company. The decision to provide liquidity support to Hanaro Telecom was made to protect the value of our stake in Hanaro Telecom. Following an investment in Hanaro Telecom by a consortium led by AIG and Newbridge, we disposed of the Hanaro Telecom commercial paper in December 2003. In May 2004, we purchased from Samsung Electronics Co., Ltd. 13,870,000 shares of Hanaro Telecom, representing 3.0% of the outstanding shares of Hanaro, for Won 39.3 billion as part of our strategic efforts in consideration of increasing convergence between wireless and fixed-line services. As a result of the acquisition, our equity interest in Hanaro had increased to 4.8% as of December 31, 2004, up from 1.8% as of December 31, 2003. Following Hanaro’s merger with Korea Thrunet in January 2006, we continue to hold a 4.8% equity interest in Hanaro.
	•	Powercomm. We currently own a 5.0% interest in Powercomm Corporation, with a book value as of December 31, 2005, of Won 77.1 billion. For more information, see note 4 of the notes to our consolidated financial statements. Powercomm is an operator of fixed-line networks that provides

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		wholesale fixed-line network services, such as leased lines, to telecommunications, Internet and cable television service providers in Korea. We have no current plans to either increase or decrease our investment in Powercomm.
	•	SKC&C. We currently own a 30.0% equity interest in SKC&C Co., Ltd., with a book value as of December 31, 2005 of Won 168.2 billion. SKC&C is an information technologies services provider. Substantially all of SKC&C’s revenue is generated from services provided to member companies of the SK Group, including us. We are party to several service contracts with SKC&C related to development and maintenance of our information technologies systems. See “Item 7B. Related Party Transactions”.

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	Overview

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	•	entry into the telecommunications industry;
	•	scope of services provided by telecommunications service providers;
	•	allocation of radio spectrum;
	•	setting of technical standards and promotion of technical standardization;
	•	rates, terms and practices of telecommunications service providers;
	•	customer complaints;
	•	interconnection and revenue-sharing between telecommunications service providers;
	•	disputes between telecommunications service providers;
	•	research and development budgeting and objectives of telecommunications service providers; and
	•	competition among telecommunications service providers.

	Rate Regulation

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	Interconnection

	Wireless Internet Network Co-Share

	Contributions to the Fund for Development of Information Telecommunications

	Universal Service Obligation

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	Frequency Allocation

	Competition Regulation

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	Number Portability

	Contribution to 114 Directory Service

	Foreign Ownership and Investment Restrictions and Requirements

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	Handset Subsidy Payments

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Item 4C.	Organizational Structure

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Item 4D.	Property, Plants And Equipment

				Approximate Area
Location		Primary Use		in Square Feet
Seoul Metropolitan Area		Corporate Headquarters			988,455
		Regional Headquarters			1,095,992
		Customer Service Centers			384,223
		Training Centers			397,574
		Central Research and Development Center			482,725
		Others			547,061
Busan		Regional Headquarters			363,272
		Others			237,056
Daegu		Regional Headquarters			153,573
		Others			317,440
Cholla and Jeju Provinces		Regional Headquarters			265,595
		Others			359,784
Choongchung Province		Regional Headquarters			459,240
		Others			481,978
Others		Seoul National University Research Center			108,530
		KAIST SUPEX Management Center			10,817
		Ewha University SK Telecom Center			7,117

Item 4.A.	UNRESOLVED STAFF COMMENTS

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Item 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Item 5A.	Operating Results

	Revenue

			Year Ended December 31,
			2003								2004								2005
							Percentage								Percentage								Percentage
							of Total								of Total								of Total
			Revenue				Revenue				Revenue				Revenue				Revenue				Revenue
			(In billions of won, except percentages)
Cellular Revenue:
	Wireless Services(1)		W	8,462.7				82.4			W	8,798.4				83.2			W	9,168.7				85.5
	Interconnection			1,017.1				9.9				849.4				8.0				898.6				8.4
	Digital Handset Sales(2)			612.0				5.9				649.8				6.2				294.6				2.7
	Total Cellular Revenue			10,091.8				98.2				10,297.6				97.4				10,361.9				96.6
Other Revenue:
	International Calling Service(3)			97.4				1.0				126.3				1.2				138.7				1.3
	Portal Service(4)			42.0				0.4				85.0				0.8				126.9				1.2
	Miscellaneous			40.9				0.4				61.7				0.6				94.3				0.9
	Total Other Revenue:			180.3				1.8				273.0				2.6				359.9				3.4
Total Operating Revenue:			W	10,272.1				100.0			W	10,570.6				100.0			W	10,721.8				100.0
	Total Operating Revenue Growth			10.2	%							2.9	%							1.4	%

(1)	Wireless services revenue includes initial connection fees, monthly access fees, usage charges, international charges, wireless Internet service fees, value-added-service fees and interest on overdue subscriber accounts (net of telephone tax).

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(2)	Until July 2005, we consolidated revenues derived from sales of digital handsets made through our former subsidiary, SK Teletech. In July 2005, we sold 4,542,000 shares of SK Teletech owned by us to Pantech & Curitel, Inc., a Korean mobile handset manufacturer, reducing our equity interest in SK Teletech from 89.1% to 29.1%, which became a 22.7% equity interest in Pantech following the merger of SK Teletech (renamed SKY Teletech following our sale of the company to Pantech & Curitel) into Pantech in December 2005.
(3)	Provided by SK Telink Co.
(4)	Portal service revenue attributable to SK Communications Co., Ltd. and, since 2003, SK Communications and Paxnet Co., Ltd., and since 2005, SK Communications, Paxnet Co., Ltd. and U-Land Company Limited.

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		Year Ended December 31,
		2003				2004				2005
Outgoing Voice Minutes (In Thousands):(1)			42,175,874				43,184,944				45,241,348
Average Monthly Outgoing Voice Minutes Per Subscriber:(2)			197				194				197
Average Monthly Revenue Per Subscriber:(3)(4)		W	39,739			W	39,689			W	40,205

(1)	Does not include minutes of incoming calls or minutes of use relating the use of short text messaging and data services.
(2)	The average monthly outgoing voice minutes per subscriber is computed by dividing the total minutes of outgoing voice usage for the period by the monthly weighted average number of subscribers for the period and dividing the quotient by the number of months in the period. The monthly weighted average number of subscribers is the sum of the average number of subscribers for the months calculated by taking the simple average number of subscribers at the beginning of the month and at the end of the month, divided by the number of months in the period.
(3)	The average monthly revenue per subscriber excludes interconnection revenue and is computed by dividing total initial connection fees, monthly access fees, usage charges for voice and data, international charges, value-added service fees and interest on overdue subscriber accounts (net of telephone tax) for the period by the monthly weighted average number of subscribers for the period and dividing the quotient by the number of months in the period.
(4)	Including interconnection revenue, consolidated average monthly revenue per subscriber was Won 44,546 for 2003, Won 43,542 for 2004 and Won 44,167 for 2005.

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		For the Year Ended December 31,
		2003								2004								2005
		(In billions of won, except percentage data)
Operating Revenue		W	10,272.1				100.00	%		W	10,570.6				100.00	%		W	10,721.8				100.00	%
Operating Expenses			7,167.0				69.77				8,130.9				76.92				8,051.2				75.09
Operating Income			3,105.1				30.23				2,439.7				23.08				2,670.6				24.91
Other Income			261.4				2.54				199.4				1.89				392.6				3.66
Other Expenses			612.2				5.96				516.0				4.88				501.6				4.68
Income Before Income Taxes and Minority Interest			2,754.3				26.81				2,123.1				20.09				2,561.6				23.89
Income Taxes			789.0				7.68				629.7				5.96				693.3				6.47
Minority Interest			0.8				0.01				(1.9	)			(0.02	)			4.7				0.04
Net Income		W	1,966.1				19.14	%		W	1,491.5				14.10	%		W	1,873.0				17.47	%
Depreciation and Amortization(1)		W	1,510.5				14.70	%		W	1,607.5				15.20	%		W	1,546.3				14.42	%

(1)	Excludes the depreciation and amortization allocated to internal research and development costs of Won 135.8 billion, Won 134.1 billion and Won 126.9 billion for the years ended December 31, 2003, 2004 and 2005, respectively.

	2005 Compared to 2004

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	2004 Compared to 2003

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Item 5B.	Liquidity and Capital Resources

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	Cash Flow Analysis

		Year Ended December 31,												Change
		2003				2004				2005				2003 to 2004								2004 to 2005
		(In billions of won, except percentages)
Net Cash Flow from Operating Activities		W	3,329.4			W	2,516.8			W	3,404.1			W	(812.6	)			(24.4	)%		W	887.3				35.3	%
Net Cash Used in Investing Activities			(1,415.1	)			(1,470.3	)			(1,938.2	)			(55.2	)			(3.9	)			(467.9	)			(31.8	)
Net Cash Used in Financing Activities			(2,261.0	)			(968.6	)			(1,429.0	)			1,292.4				57.2				(460.4	)			(47.5	)
Net Cash Flow due to Changes in Consolidated Subsidiaries			0.1				(24.8	)			(29.1	)			(24.9	)			(249.0	)			(4.3	)			(17.3	)
Equivalents		W	(346.6	)		W	53.1			W	7.8			W	399.7				115.3			W	(45.3	)			(85.3	)
Cash and Cash Equivalents at Beginning of Period			664.1				317.5				370.6				(346.6	)			(52.2	)			53.1				16.7
Cash and Cash Equivalents at End of Period		W	317.5			W	370.6			W	378.4			W	53.1				16.7	%		W	7.8				2.1	%

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	Capital Requirements and Resources

			Year Ended (Ending) December 31,
			2003				2004				2005
			(In billions of won)
CDMA (95A/B, 1xRTT and EV-DO) Network3			W	737			W	728			W	376
WCDMA Network				204				220				575
WiBro(1)				—				—				—
Others(2)				707				684				466
	Total(3)		W	1,648			W	1,632			W	1,417

(1)	We commenced WiBro service in May 2006.
(2)	Includes investments in infrastructure consisting of equipment necessary for the provision of data services and marketing.
(3)	Also, see note 7 of the notes to our consolidated financial statements.

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Year Ending December 31,		Total
		(In billions of won)
2006		W	814.4
2007			708.6
2008			301.7
After 2008			1,389.8

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			Payments Due by Period(1)
							Less Than												After
			Total				1 Year				1-3 Years				4-5 Years				5 Years
			(In billions of won)
Bonds
	Principal		W	3,189.8			W	800.0			W	1,000.0			W	885.9			W	503.9
	Interest			334.0				132.0				136.0				54.0				12.0
Long-term borrowings				0.2				0.1				0.1				0.0
Capital lease obligations				24.5				14.3				10.2				—				—
Operating leases				—				—				—				—
Purchase obligations				53.5				53.5				—				—
Facility deposits				38.7				14.9				—				—				23.8
Derivatives				73.0				—				—				13.0				60.0
Investment commitment to HELIO				99.3				79.5				19.8				—				—
Other long-term payables(2)
	Principal			650.0				—				200.0				280.0				170.0
	Interest			138.4				32.0				60.0				38.0				8.4
Total contractual cash obligations(3)			W	4,601.4			W	1,126.3			W	1,426.1			W	1,270.9			W	778.1

(1)	We are contractually obligated to make severance payments to eligible employees we have employed for more than one year, upon termination of their employment, regardless of whether such termination is voluntary or involuntary. Accruals for severance indemnities are recorded based on the amount we would be required to pay in the event the employment of all our employees were to terminate at the balance date. However, we have not yet estimated cash flows for future periods. Accordingly, payments due in connection with severance indemnities have been excluded from this table.
(2)	Related to acquisition of IMT license. See note 2(j) of the notes to our consolidated financial statements.
(3)	This amount does not include our future investments in the CDMA market in Vietnam, which we expect to make through our overseas subsidiary SLD Telecom PTE. Ltd. under a business cooperation contract with Saigon Post & Telecommunication Service Corporation. See “Item 4B. Business Overview — Other Investments and Relationships” and “— Critical Accounting Policies, Estimates And Judgments — Off-Balance Sheet Arrangements”.

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	•	Through 2004, when our equity interests in the equity method investees were diluted as a result of the equity method investees’ direct sales of their unissued shares to third parties, the changes in the our proportionate equity of investees were accounted for as capital transactions. Effective January 1, 2005, such transactions are accounted for as income statement treatment, pursuant to adoption of SKAS No. 15, “Investments: Equity Method”. As a result of adopting SKAS No. 15, net income for the year ended December 31, 2005 increased by Won 6.3 billion (net of tax effect of Won 2.4 billion).
	•	Through 2004, tax effects of temporary differences related to capital surplus or capital adjustments were excluded in determining the deferred tax assets or liabilities. Effective January 1, 2005, such tax effects of temporary differences are included in determining the deferred tax assets or liabilities, pursuant to adoption of SKAS No. 16 “Income Taxes”. Accordingly, adjustments made directly to capital surplus or capital adjustments, which result in temporary differences, are recorded net of related tax effects. In addition, effective January 1, 2005, deferred income tax assets and liabilities which were presented on the balance sheet as a single non-current net number through 2004, are separated into current and non-current portions. As a result of adopting SKAS No. 16, total assets and total liabilities as of December 31, 2005 increased by Won 67.6 billion and Won 97.8 billion, respectively, and total stockholders’ equity as of December 31, 2005 decreased by Won 30.2 billion, which was directly reflected in capital surplus or capital adjustments. See note 18 of the notes to our consolidated financial statements.

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	•	Through 2004, provisions were recorded at nominal value. Effective January 1, 2005, provisions are recorded at the present value when the effect of the time value of money is material, pursuant to adoption of SKAS No. 17 “Provisions, Contingent Liabilities and Contingent Assets”. SKAS No. 17 is prospectively applied and as a result of adopting such accounting standard, total liabilities as of December 31, 2005 decreased by Won 7.4 billion and ordinary income and net income for the year ended December 31, 2005 increased by Won 5.4 billion. See note 25 of the notes to our consolidated financial statements.

	Allowances for Doubtful Accounts

	Inventories

	Estimated Useful Lives

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	Impairment of Long-lived Assets Including the WCDMA Frequency Usage Right

	Impairment of Investment Securities

	Employee Stock Option Compensation Plan

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	Income Taxes

	Off-Balance Sheet Arrangements

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			As of and for the Year Ended
			December 31,
			2003				2004				2005
			(In billions of won)
Internal R&D Expenses			W	235.8			W	267.1			W	252.0
External R&D Expenses				64.9				69.0				69.1
	Total R&D Expenses		W	300.7			W	336.1			W	321.1

	Internal Research and Development

	External Research and Development

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Item 5D.	Trend Information

Item 5E.	Off-Balance Sheet Arrangements

Item 5F.	Tabular Disclosure of Contractual Obligations

Item 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Item 6A.	Directors and Senior Management

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Other Principal

Director

Expiration

Directorships and

Name

Date of Birth

Since

of Term

Position

Positions

Business Experience

Jung Nam Cho

Nov. 20, 1941

1995

2007

Vice-Chairman and Representative Director

President & COO, SK Telecom

Shin Bae Kim

Oct. 15, 1954

2002

2008

CEO and Representative Director

Chairman, Korea Association of RFID/USN

Head of Strategic Planning Group, Shinsegi Telecomm, Inc.; Director, SK Telecom; Senior Vice President, SK Telecom; Director, KORMS

Bang Hyung Lee

Aug. 20, 1955

2005

2008

Executive Vice- President, Chief Marketing Officer and Head of Business Center

Head of Internet Business Group, SK Telecom; Head of Marketing Group, SK Telecom; Senior Accountant, Deloitte Haskin & Sells, USA

Sung Min Ha

Mar. 24, 1957

2004

2007

Senior Vice President and Chief Financial Officer

Representative Director, SK Capital

Head of Strategic Planning Group, SK Telecom; Director, SK Telink; Auditor, SK C&C; Chairman and Representative Director, SLD Telecom; Auditor, SK Teletech

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Other Principal

Director

Expiration

Directorships and

Name

Date of Birth

Since

of Term

Position

Positions

Business Experience

Dae Sik Kim

Jan. 11, 1955

2005

2008

Independent Non- executive Director

Professor, Hanyang University; Committee Member, MOFE Advisory Committee on Financial Development

University of Pennsylvania, MBA (1981), Ph.D. (1987)

Yong Woon Kim

Oct. 4, 1943

2003

2006

Independent Non- executive Director

Non-Standing Auditor, Pohang University of Science and Technology

Senior Executive Vice President (Legal Department, Seoul Office, Investment and Finance) and Director, POSCO; Standing Advisor, POSCO Research Institute

Dae Kyu Byun

Mar. 8, 1960

2005

2008

Independent Non- executive Director

CEO & Representative Director, Humax Co., Ltd.; Head Vice-President, Korea Venture Business Association

Director, the Federation of Korea Information Industries; Representative Director, Guin Co.; Co-founder, Venture Leaders Club

Seung Taik Yang

Oct. 24, 1939

2005

2008

Independent Non- executive Director

President, Tong- Myung University of Information Technology

Polytechnic Institute of Brooklyn, Ph.D.; 7th Minister, Ministry of Information and Communication

Jae Seung Yoon

Nov. 9, 1962

2002

2008

Independent Non- executive Director

CEO & Representative Director; Daewoong Pharmaceutical Co., Ltd.; Vice-president, Insung Information Co., Ltd.

Public Prosecutor, The Seoul/Busan District Public Prosecutors’ Office; Auditor and Vice President, Daewoong Pharmaceutical Co., Ltd.

Sang C. Lee

Jan. 24, 1941

1999

2008

Independent Non- executive Director

IT Consultant

Chairman, Communication Network Interface, Inc.; Chairman and CEO, Spectron Corp.; President, Scovill Fasteners, Inc.; Director of Organization, ITT Worldwide Corp.; Vice President, ITT Asia Pacific Corp.

Hyun Chin Lim

Apr. 26, 1949

2006

2009

Independent Non- executive Director

Dean, Seoul National University, Professor, Central Officials Training Institute; Chairman, Korea Association of Sociology

Professor, Seoul National University

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Item 6B.	Compensation

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					Number of
					Shares Allotted												Number of
																	Options
Name			Position		2003				2004				2005				Exercised
Jung Nam Cho			Director			0				0				0				0
Shin Bae Kim			Director			0				0				0				0
Bang Hyung Lee			Director			0				0				0				0
Sung Min Ha			Director			0				0				0				0
Dae Sik Kim			Independent Non-executive Director			0				0				0				0
Yong Woon Kim			Independent Non-executive Director			0				0				0				0
Dae Kyu Byun			Independent Non-executive Director			0				0				0				0
Seung Taik Yang			Independent Non-executive Director			0				0				0				0
Jae Seung Yoon			Independent Non-executive Director			0				0				0				0
Sang C. Lee			Independent Non-executive Director			0				0				0				0
Hyun Chin Lim			Independent Non-executive Director			0				0				0				0
Other Officers						0				0				0				0
	Total					0				0				0				0

Item 6C.	Board Practices

	•	examine the agenda for the general meeting of shareholders;
	•	examine financial statements and other reports to be submitted by the board of directors to the general meeting of shareholders;
	•	review the administration by the board of directors of our affairs; and
	•	examine the operations and asset status of us and our subsidiaries.

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NYSE Corporate Governance Standards		SK Telecom Corporate Governance Practice
Director Independence
Listed companies must have a majority of independent directors.		Of the 11 members of our board of directors, 7 are independent directors.
Executive Session
Listed companies must hold meetings solely attended by non-management directors to more effectively check and balance management directors.		Our Audit Committee, which is comprised solely of three independent directors, holds meetings whenever there are matters related to management directors, and such meetings are generally held once every month.
Nomination/ Corporate Governance Committee
Listed companies must have a nomination/corporate governance committee composed entirely of independent directors.		Although we do not have a separate nomination/ corporate governance committee, we maintain an Independent Director Recommendation Committee composed of independent directors and management directors.

NYSE Corporate Governance Standards		SK Telecom Corporate Governance Practice
Audit Committee
Listed companies must have an audit committee that satisfies the requirements of Rule 10A-3 under the Exchange Act.		We maintain an Audit Committee comprised solely of three independent directors.
Audit Committee Additional Requirements
Listed companies must have an audit committee that is composed of more than three directors.		Our Audit Committee has three independent directors.
Shareholder Approval of Equity Compensation Plan
Listed companies must allow its shareholders to exercise their voting rights with respect to any material revision to the company’s equity compensation plan.		We currently have two equity compensation plans: a stock option plan for officers and directors and employee stock ownership plan for employees (“ESOP”). We manage such compensation plans in compliance with the applicable laws and our articles of incorporation, provided that, under certain limited circumstances, the grant of stock options or matters relating to ESOP are not subject to shareholders’ approval under Korean law.
Corporate Governance Guidelines
Listed companies must adopt and disclose corporate governance guidelines.		Although we do not maintain separate corporate governance guidelines, we are in compliance with the Korean Commercial Law in connection with such matters, including the governance of the board of directors.
Code of Business Conduct and Ethics
Listed companies must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers.		We have adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees, and such code is also available on our website at www.sktelecom.com.

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Item 6D.	Employees

		Regular				Temporary
		Employees				Employees				Total
December 31, 2003			5,447				1,474				6,921
December 31, 2004			6,421				932				7,353
December 31, 2005			5,727				919				6,646

																			New
			Marketing				Production				Research				Support				Business				Total
Regular Employees				1,613				1,880				552				1,011				691				5,727
Temporary Employees				669				148				6				80				16				919
	Total			2,282				2,028				558				1,091				687				6,646

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Item 6E.	Share Ownership

Percentage

Number

of Total

Special

of Shares

Shares

Voting

Name

Position

Owned

Outstanding

Rights

Options

Standing Directors:

Jung Nam Cho

Vice-Chairman and Representative

0

0

None

6,150

Director

Shin Bae Kim

CEO and Representative Director

1,270

*

None

1,650

Bang Hyung Lee

Executive Vice-President

1,630

*

None

1,620

Sung Min Ha

Chief Financial Officer

738

*

None

690

Non-Standing Directors:

Dae Sik Kim

Independent Non-executive Director

0

0

None

1,000

Yong Woon Kim

Independent Non-executive Director

0

0

None

0

Dae Kyu Byun

Independent Non-executive Director

50

*

None

1,000

Seung Taik Yang

Independent Non-executive Director

0

0

None

0

Jae Seung Yoon

Independent Non-executive Director

200

*

None

1,000

Sang C. Lee

Independent Non-executive Director

0

0

None

1,000

Hyun Chin Lim

Independent Non-executive Director

0

0

None

0

*	Less than 1.0%

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Item 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Item 7A.	Major Shareholders

							Percentage				Percentage
							Total				Total
			Number of				Shares				Shares
Shareholder/Category			Shares				Issued				Outstanding
Domestic Shareholders
	SK Group(1)			18,748,459				22.79	%			25.47	%
	POSCO			2,991,496				3.64				4.06
	Employees(2)			297,246				0.36				0.40
	Treasury shares(3)			8,662,415				10.53				N/A
	Officers and Directors			4,688				0.01				0.01
	Other Domestic Shareholders			11,466,681				13.93				15.58
Foreign Shareholders				40,105,726				48.74				54.48
	Total Issued Shares			82,276,711				100.00	%			100.00	%

(1)	The SK Group’s ownership interest consists of the following as of December 31, 2005:

						Percentage				Percentage
						Total				Total
		Number of				Shares				Shares
SK Group Member		Shares				Issued				Outstanding
SK Corporation			17,663,127				21.47	%			24.00	%
SK Securities Co., Ltd.			7				0.00				0.00
SK Networks			1,085,325				1.32				1.47
			18,748,459				22.79	%			25.47	%

(1)	The SK Group is a group of affiliated entities. As of December 31, 2005, the ownership interests among the SK Group included, among others:

	•	SK Corporation owned: 21.47% of SK Telecom Co., Ltd., 40.97% of SK Networks, 46.22% of SKC and 72.13% of SK Shipping Co., Ltd.
	•	SK Networks owned 1.32% of SK Telecom Co., Ltd., 17.71% of SK Shipping, 15% of SK Computer & Communications Co., Ltd., and 22.71% of SK Securities Co., Ltd.
	•	SK Chemicals owned 0.83% of SK Corporation and 39.40% of SK Engineering and Construction.
	•	SKC owned 6.2% of SK Chemicals, 10.16% of SK Shipping Co., Ltd. and 12.41% of SK Securities Co., Ltd.
	•	SK Shipping Co., Ltd. owned 30.94% of SK Engineering and Construction.
	•	SK Computer & Communications Co., Ltd. owned 11.16% of SK Corporation.
	•	We owned 30.0% of SK Computer & Communications Co., Ltd.

(2)	Represents shares owned by our employee stock ownership association. See “Item 6D. Employees”.

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(3)	Treasury shares do not have any voting rights; includes 1,777,173 treasury shares that were deposited with Korea Securities Depository to be reserved and used to satisfy the conversion rights of the holders of US$329.5 million in zero coupon convertible notes that were sold in May 2004.

		As of December 31,
Shareholder		2003				2004				2005
		(As a percentage of total
		issued shares)(1)
SK Group			24.60	%			24.03	%			22.79	%
SK Corporation			21.47				21.47				21.47
SK Networks(2)			3.06				2.55				1.32
POSCO(3)			4.98				4.98				3.64

(1)	Includes 8,662,403, 8,662,415 and 8,662,415 shares held in treasury as of December 31, 2003, 2004 and 2005, respectively.
(2)	SK Networks sold 418,000 shares in January 2004 and currently owns 1,085,325 shares.
(3)	POSCO acquired these shares in connection with our acquisition of a 27.7% equity interest in Shinsegi.

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Item 7B.	Related Party Transactions

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Item 7C.	Interest of Experts and Counsel

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Item 8.	FINANCIAL INFORMATION

Item 8A.	Consolidated Statements and Other Financial Information

	FTC Proceedings

	MIC Proceedings

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	Multinet Litigation

	Coloring Litigation

	GNI Enterprise Litigation

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										Number of Shares
		Dividend				Total Amount of				Entitled to
Year Ended December 31,		per Share				Dividends				Dividend
		(In won)(1)				(In billions of won)
1997		W	90			W	5.6				62,169,720
1998			118				7.6				64,258,670
1999			185				15.4				83,284,110
2000			540				48.1				89,079,034
2001			690				57.3				82,993,404
2002			1,800				151.7				84,299,698
2003			5,500				404.9				73,614,308
2004			10,300				758.2				73,614,296
2005			9,000				662.5				73,614,296

(1)	Dividend per share and amount of shares entitled to dividend have been adjusted to give effect to the 10-for-1 stock split of our common shares which became effective on April 21, 2000.

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Item 8B.	Significant Changes

Item 9.	THE OFFER AND LISTING

Item 9A.	Offering and Listing Details

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				Prices(1)
																Average Daily
																Trading Volume
Calendar Year				High(1)				Low(1)				Close				(Number of Shares)
								(Won per share)
2001					295,000				165,000				268,000				242,254
	First Quarter				293,500				182,000				183,000				253,393
	Second Quarter				235,500				165,000				191,500				312,070
	Third Quarter				233,000				184,500				208,000				154,785
	Fourth Quarter				295,000				220,000				268,000				250,676
2002					299,000				209,500				229,000				261,482
	First Quarter				299,000				242,000				290,000				263,168
	Second Quarter				292,000				239,000				269,500				227,115
	Third Quarter				279,500				209,500				237,000				241,154
	Fourth Quarter				252,500				220,000				229,000				314,019
2003					235,000				142,000				199,000				327,689
	First Quarter				235,000				142,000				153,000				497,115
	Second Quarter				210,000				157,500				204,000				298,346
	Third Quarter				216,000				183,000				184,000				267,821
	Fourth Quarter				212,500				185,000				199,000				247,332
2004					238,500				154,500				197,000				179,712
	First Quarter				238,500				207,500				214,500				243,681
	Second Quarter				213,000				179,000				190,000				188,095
	Third Quarter				186,000				154,500				175,500				137,559
	Fourth Quarter				205,000				174,500				197,000				151,903
2005					216,500				163,500				181,000				187,053
	First Quarter				200,500				171,000				171,000				203,869
	Second Quarter				192,500				163,500				182,000				137,021
	Third Quarter				216,500				178,500				202,500				156,019
	Fourth Quarter				209,500				181,000				181,000				249,550
2006 (through June 26)					237,500				176,000				201,000				197,780
	First Quarter				204,500				176,000				192,500				177,491
		January			192,000				176,000				192,000				221,563
		February			204,500				189,500				202,500				201,075
		March			203,000				187,500				192,500				113,984
	Second Quarter (through June 26)				237,500				188,500				201,000				220,204
		April			222,500				188,500				221,500				262,914
		May			237,000				207,500				225,500				182,659
		June (through June 26)			234,000				193,000				201,000				214,127

(1)	Both high and low prices are based on the daily closing prices for the period.

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				Prices(1)
																Average Daily
																Trading Volume
Calendar Year				High(1)				Low(1)				Close				(Number of Shares)
								(US$ per ADS)								(Number of ADSs)
2001					28.94				13.50				21.62				710,410
	First Quarter				28.94				15.18				15.18				743,602
	Second Quarter				21.05				13.50				16.90				817,532
	Third Quarter				20.21				16.15				18.44				655,302
	Fourth Quarter				25.29				18.26				21.62				623,611
2002					26.75				19.25				21.35				684,421
	First Quarter				24.70				20.30				24.60				488,958
	Second Quarter				26.75				20.20				24.40				555,865
	Third Quarter				26.36				19.25				21.23				963,578
	Fourth Quarter				22.81				19.30				21.35				717,859
2003					21.85				12.83				18.65				743,316
	First Quarter				21.85				12.83				13.62				971,259
	Second Quarter				19.40				14.07				18.86				723,959
	Third Quarter				20.83				17.71				17.84				724,406
	Fourth Quarter				19.90				17.46				18.65				564,023
2004					25.01				17.28				22.25				911,823
	First Quarter				25.01				19.43				21.30				1,331,177
	Second Quarter				21.83				19.15				20.99				832,175
	Third Quarter				20.76				17.28				19.45				768,117
	Fourth Quarter				23.10				19.30				22.25				727,683
2005					23.14				18.96				20.29				882,342
	First Quarter				22.19				19.41				19.72				798,390
	Second Quarter				21.84				18.96				20.40				618,870
	Third Quarter				23.14				20.06				21.84				1,071,227
	Fourth Quarter				21.95				19.74				20.29				1,039,398
2006 (through June 26)					27.70				20.62				22.54				983,033
	First Quarter				24.56				20.62				23.59				952,819
		January			23.23				20.62				23.23				1,123,040
		February			24.51				23.06				24.15				1,096,226
		March			24.56				23.00				23.59				686,335
	Second Quarter (through June 26)				27.70				22.54				22.54				1,015,329
		April			26.70				23.31				26.70				874,747
		May			27.70				24.91				26.10				1,073,577
		June (through June 26)			26.75				22.54				22.54				1,097,071

(1)	Both high and low prices are based on the daily closing prices for the period.

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	The Korea Exchange Inc.

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																		Period Average
																						Price
																		Dividend				Earnings
Year		Opening				High				Low				Closing				Yield(1)(%)				Ratio(2)
1980			100.00				119.36				100.00				106.87				20.9				2.6
1981			97.95				165.95				93.14				131.37				13.2				3.1
1982			123.60				134.49				106.00				127.31				10.5				3.4
1983			122.52				134.46				115.59				121.21				6.9				3.8
1984			116.73				142.46				114.37				142.46				5.1				4.5
1985			139.53				163.37				131.40				163.37				5.3				5.2
1986			161.40				279.67				153.85				272.61				4.3				7.6
1987			264.82				525.11				264.82				525.11				2.6				10.9
1988			532.04				922.56				527.89				907.20				2.4				11.2
1989			919.61				1,007.77				844.75				909.72				2.0				13.9
1990			908.59				928.77				566.27				696.11				2.2				12.8
1991			679.75				763.10				586.51				610.92				2.6				11.2
1992			624.23				691.48				459.07				678.44				2.2				10.9
1993			697.41				874.10				605.93				866.18				1.6				12.7
1994			879.32				1,138.75				860.47				1,027.37				1.2				16.2
1995			1,013.57				1,016.77				847.09				882.94				1.2				16.4
1996			888.85				986.84				651.22				651.22				1.3				17.8
1997			653.79				792.29				350.68				376.31				1.5				17.0
1998			385.49				579.86				280.00				562.46				1.9				10.8
1999			587.57				1,028.07				498.42				1,028.07				1.1				13.5
2000			1,059.04				1,059.04				500.60				504.62				2.1				12.9
2001			520.95				704.50				468.76				693.70				1.7				16.4
2002			724.95				937.61				584.04				829.44				1.6				15.2
2003			635.17				822.16				515.24				810.71				2.0				11.8
2004			821.26				936.06				719.59				895.92				2.0				13.8
2005			893.71				1,379.37				870.84				1,379.37				1.8				10.6
2006 (though June 26)			1,383.32				1,469.70				1,192.09				1,238.05				N/A				N/A

(1)	Dividend yields are based on daily figures. Before 1983, dividend yields were calculated at the end of each month. Dividend yields after January 3, 1984 include cash dividends only.
(2)	The price to earnings ratio is based on figures for companies that record a profit in the preceding year.
(3)	Starting in April 2000, dividend yield and price earnings ratio of KOSPI 200, an index of 200 equity securities listed on the KRX Stock Market. Starting in April 2000, excludes classified companies, companies which did not submit annual reports to the KRX, and companies which received disqualified opinion from external auditors.

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		Rounded Down
Previous Day’s Closing Price W		to W
Less than 5,000		W	5
5,000 to less than 10,000			10
10,000 to less than 50,000			50
50,000 to less than 100,000			100
100,000 to less than 500,000			500
500,000 or more			1,000

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		Market Capitalization
		on the Last Day of Each Period												Average Trading Volume & Value
		Number of
		Listed				(Millions of				(Thousands of				Thousands of				(Millions of				(Thousands of
Year		Companies				Won)				Dollars)(1)				Shares				Won)				Dollars)(1)
1980			352			W	2,526,553			US $	3,828,691				5,654			W	3,897			US $	5,905
1981			343				2,959,057				4,224,207				10,565				8,708				12,433
1982			334				3,000,494				4,407,711				9,704				6,667				8,904
1983			328				3,489,654				4,386,743				9,325				5,941				7,468
1984			336				5,148,460				6,222,456				14,847				10,642				12,862
1985			342				6,570,404				7,380,818				18,925				12,315				13,834
1986			355				11,994,233				13,924,115				31,755				32,870				38,159
1987			389				26,172,174				33,033,162				20,353				70,185				88,584
1988			502				64,543,685				94,348,318				10,367				198,364				289,963
1989			626				95,476,774				140,489,660				11,757				280,967				414,431
1990			669				79,019,676				110,301,055				10,866				183,692				256,500
1991			686				73,117,833				96,182,364				14,022				214,263				281,850
1992			688				84,711,982				107,502,515				24,028				308,246				391,175
1993			693				112,665,260				139,419,948				35,130				574,048				676,954
1994			699				151,217,231				191,729,721				36,862				776,257				984,223
1995			721				141,151,399				182,201,367				26,130				487,762				629,614
1996			760				117,369,988				139,031,021				26,571				486,834				575,733
1997			776				70,988,897				50,161,742				41,525				555,759				392,707
1998			748				137,798,451				114,090,455				97,716				660,429				471,432
1999			725				349,503,966				305,137,040				278,551				3,481,620				3,039,654
2000			704				188,041,490				150,162,898				306,163				2,602,211				2,078,028
2001			689				225,850,076				194,784,979				473,241				1,997,420				1,520,685
2002			683				258,680,756				218,167,122				851,242				3,041,592				2,414,362
2003			684				355,362,626				297,960,530				542,010				2,216,636				1,858,580
2004			683				412,588,138				427,069,982				372,894				2,232,108				2,310,455
2005			702				655,074,595				648,588,707				467,629				3,157,662				3,126,398
2006 (through June 26)			717				604,501,659				598,516,494				336,721				4,105,713				4,065,062

(1)	Converted at the noon buying rate in The City of New York for cable transfers in Won per US$1.00 as certified for customs purposes by the Federal Reserve Bank of New York.

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	Further Opening of the Korean Securities Market

	Protection of Customer’s Interest in Case of Insolvency of Securities Companies

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Item 9D.	Selling Shareholders

Item 9E.	Dilution

Item 9F.	Expenses of the Issue

Item 10.	ADDITIONAL INFORMATION

Item 10A.	Share Capital

Item 10B.	Memorandum and Articles of Association

	•	information and communication business;
	•	sale and lease of subscriber handsets;
	•	new media business;
	•	advertising business;
	•	mail order business;
	•	business of leasing available and real estate property;
	•	research and technology development relating to the first four items above;
	•	overseas and import/export business relating to the first four items above;
	•	manufacture and distribution business relating to the first four items above;

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	•	tourism; and
	•	any business or undertaking incidental or conducive to the attainment of the objectives stated above.

	•	investment by us or any of our subsidiaries in a foreign company or equity or other overseas assets in an amount equal to 5.0% or more of our shareholders’ equity under our most recent balance sheet; and
	•	contribution of capital, loans or guarantees, acquisition of our subsidiaries’ assets or similar transactions with our affiliated companies in excess of Won 10 billion through one or a series of transactions.

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	•	as necessary;
	•	at the request of holders of an aggregate of 3.0% or more of our outstanding common shares;
	•	at the request of shareholders holding an aggregate of 3.0% or more of our outstanding shares for at least six months; or
	•	at the request of our audit committee.

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	•	amending our articles of incorporation;
	•	removing a director;
	•	effecting any dissolution, merger or consolidation of us;
	•	transferring the whole or any significant part of our business;
	•	effecting our acquisition of all of the business of any other company or a part of the business of any other company having a material effect on our business;
	•	reducing our capital; or
	•	issuing any new shares at a price lower than their par value.

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	•	before or at the time of the pre-release, the person to whom the pre-release is being made must represent to the ADR depositary in writing that it or its customer owns the shares of common stock or ADSs to be deposited and show evidence of the ownership to the ADR depositary’s satisfaction;
	•	before or at the time of such pre-release, the person to whom the pre-release is being made must agree in writing that he will hold the shares of common stock or ADSs in trust for the ADR depositary until their delivery to the ADR depositary or custodian, reflect on his records the ADR depositary as owner of such shares of common stock or ADSs and deliver such shares of common stock upon the ADR depositary’s request;
	•	the pre-release must be fully collateralized with cash or U.S. government securities;
	•	the ADR depositary must be able to terminate the pre-release on not more than five business day’s notice; and
	•	the pre-release is subject to further indemnities and credit regulations as the ADR depositary deems appropriate.

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	•	any cash dividend or other cash distribution becomes payable;
	•	any distribution other than cash is made;
	•	rights are issued with respect to deposited shares of common stock;
	•	the ADR depositary causes a change in the number of shares of common stock that are represented by each ADS; or
	•	the ADR depositary receives notice of any shareholders’ meeting.

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	•	the information contained in our notice to the ADR depositary including an English translation, or, if requested by us, a summary of the information provided by us;
	•	a statement that the ADR holders as of the close of business on a specified record date will be entitled to instruct the ADR depositary as to how to exercise their voting rights for the number of shares of deposited shares of common stock, subject to the provisions of applicable Korean law and our articles of incorporation, which provisions, if any, will be summarized in the notice to the extent that they are material; and
	•	a statement as to the manner in which the ADR holders may give their instructions.

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	•	to collect dividends and other distributions pertaining to the deposited shares of common stock;
	•	to sell property and rights and the conversion of deposited shares of common stock into cash as provided in the deposit agreement; and
	•	to deliver deposited shares of common stock, together with any dividends or other distributions received with respect to the deposited shares of common stock and the net proceeds of the sale of any rights or other property represented by those ADSs in exchange for surrendered ADRs.

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	•	taxes and other governmental charges;
	•	registration fees applicable to transfers of shares of common stock on our shareholders’ register, or that of any entity acting as registrar for the shares, to the name of the ADR depositary or its nominee, or the Custodian or its nominee, when making deposits or withdrawals under the deposit agreement;
	•	cable, telex and facsimile transmission expenses that are expressly provided in the deposit agreement;
	•	expenses incurred by the ADR depositary in the conversion of foreign currency into Dollars under the deposit agreement;
	•	a fee of up to US$5.00 per 100 ADSs, or portion thereof, for execution and delivery of ADSs and the surrender of ADRs under the deposit agreement; and
	•	a fee of up to US$0.02 per ADS held for cash distributions, a sale or exercise of rights or the taking of any other corporate action involving distributions to shareholders.

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	•	if the Government deems it necessary on account of war, armed conflict, natural disaster or grave and sudden and significant changes in domestic or foreign economic circumstances or similar events or circumstances, the MOFE may temporarily suspend performance under any or all foreign exchange transactions, in whole or in part, to which the Foreign Exchange Transaction Laws apply (including suspension of payment and receipt of foreign exchange) or impose an obligation to deposit, safe-keep or
	•	sell any means of payment to The Bank of Korea or certain other governmental agencies or financial institutions; and
	•	if the Government concludes that the international balance of payments and international financial markets are experiencing or are likely to experience significant disruption or that the movement of capital between Korea and other countries are likely to adversely affect the Won, exchange rate or other macroeconomic policies, the MOFE may take action to require any person who intends to effect or effects a capital transaction to deposit all or a portion of the means of payment acquired in such transactions with The Bank of Korea or certain other governmental agencies or financial institutions.

	•	Under current Korean laws and regulations, the depositary is required to obtain our prior consent for any proposed deposit of common shares if the number of shares to be deposited in such proposed deposit exceeds the number of common shares initially deposited by us for the issuance of ADSs (including deposits in connection with the initial and all subsequent offerings of ADSs and stock dividends or other distributions related to the ADSs).
	•	We can give no assurance that we would grant our consent, if our consent is required. In addition to such restrictions under Korean laws and regulations, there are also restrictions on the deposits of our common shares for issuance of ADSs. See “Item 10B. Memorandum and Articles of Incorporation — Description of American Depositary Shares”. Therefore, a holder of ADRs who surrenders ADRs and withdraws shares may not be permitted subsequently to deposit those shares and obtain ADRs.

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	•	odd-lot trading of shares;
	•	acquisition of shares by a foreign company as a result of a merger;
	•	acquisition or disposal of shares in connection with a tender offer;
	•	acquisition of shares by exercise of warrant, conversion right under convertible bonds, exchange right under exchangeable bonds or withdrawal right under depositary receipts issued outside of Korea by a Korean company (“Converted Shares”);
	•	acquisition of shares through exercise of rights under securities issued outside of Korea;
	•	acquisition of shares as a result of inheritance, donation, bequest or exercise of shareholders’ rights, including preemptive rights or rights to participate in free distributions and receive dividends;
	•	over-the-counter transactions between foreigners of a class of shares for which the ceiling on aggregate acquisition by foreigners, as explained below, has been reached or exceeded; and
	•	acquisition of shares by direct investment under the Foreign Investment Promotion Law.

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	•	a dealer in securities or currencies;
	•	a trader in securities that elects to use a mark-to-market method of accounting for securities holdings;
	•	a bank;
	•	a life insurance company;
	•	a tax-exempt organization;
	•	a person that holds common shares or ADSs that are a hedge or that are hedged against interest rate or currency risks;
	•	a person that holds common shares or ADSs as part of a straddle or conversion transaction for tax purposes;
	•	a person whose functional currency for tax purposes is not the U.S. dollar; or
	•	a person that owns or is deemed to own 10% or more of any class of our stock.

	•	a citizen or resident of the United States;
	•	a U.S. domestic corporation; or
	•	otherwise subject to U.S. federal income tax on a net income basis with respect to income from the common share or ADS.

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	Dividends

	Sale or Other Disposition

	Foreign Tax Credit Considerations

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	•	a resident of Korea;
	•	a corporation organized under Korean law; or
	•	engaged in a trade or business in Korea through a permanent establishment or a fixed base to which the relevant income is attributable or with which the relevant income is effectively connected.

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Item 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

				Maturities
				2006				2007				2008				2009				2010				Thereafter				Total				Fair Value
				(In billions of won, except for percentage data)
Local currency:
Fixed rate				W	795.2			W	692.0			W	297.9			W	297.8			W	194.6			W	189.3			W	2,466.7			W	2,509.5
Average weighted rate(1)					5.53	%			5.57	%			5.00	%			5.00	%			4.00	%			3.00	%
Variable rate					—				—				—				—				—				—
Average weighted rate(1)					—				—				—				—				—				—				—				—
Sub-total				W	795.2			W	692.0			W	297.9			W	297.8			W	194.6			W	189.3			W	2,466.7			W	2,509.5
Foreign currency:
Fixed rate					—				—				—				341.7				—				301.0				642.7				647.5
Average weighted rate(1)					—				—				—				0.00	%			—				4.25	%
Variable rate					1.1				0.1				—				—				—				—				1.2				1.2
Average weighted rate(1)					3.34	%			3.39	%			3.39	%			3.39	%			—				—
	Sub-total			W	1.1			W	0.1			W	—			W	341.7			W	—			W	301.0			W	643.9			W	648.7
		Total		W	796.3			W	692.1			W	297.9			W	639.5			W	194.6			W	490.3			W	3,110.6			W	3,158.2

(1)	Weighted average rates of the portfolio at the period end.

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Item 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Item 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Item 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Item 15.	CONTROLS AND PROCEDURES

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			Years Ended
			December 31,
			2005				2004
			(In millions of won)
Audit			W	838.9			W	841.3
Audit Related			W	86.7			W	127.7
Tax			W	139.4			W	110.1
All Other Fees			W	900.0			W	2,418.0
	Total		W	1,965.0			W	3,497.1

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											Total Number of
											Shares Purchased				Maximum Number of
			Total Number of				Average				as Part of Publicly				Shares That May yet
			Shares				Price Paid				Announced Plans or				be Purchased Under
Period			Purchased				per Share				Program				the Plans or Program
2004
January				—			W	—				—				—
February				12			W	173,500				—				—
March				—			W	—				—				—
April				—			W	—				—				—
May				—			W	—				—				—
June				—			W	—				—				—
July				—			W	—				—				—
August				—			W	—				—				—
September				—			W	—				—				—
October				—			W	—				—				—
November				—			W	—				—				—
December				—			W	—				—				—
	Total			12			W	173,500				—				—

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Item 17.	FINANCIAL STATEMENTS

Item 18.	FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm				F-3
Consolidated balance sheets as of December 31, 2004 and 2005				F-4
Consolidated statements of income for the years ended December 31, 2003, 2004 and 2005				F-6
Consolidated statements of changes in stockholders’ equity for the years ended December 31, 2003, 2004 and 2005				F-8
Consolidated statements of cash flows for the years ended December 31, 2003, 2004 and 2005				F-10
Notes to consolidated financial statements				F-14

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Number				Description
	1	.1		Memorandum and Articles of Association
	2	.1		Deposit Agreement dated as of May 31, 1996, as amended by Amendment No. 1 dated as of March 15, 1999, Amendment No. 2 dated as of April 24, 2000 and Amendment No. 3 dated as of July 24, 2002, entered into among SK Telecom Co., Ltd., Citibank, N.A., as Depositary, and all Holders and Beneficial Owners of American Depositary Shares
	4	.1		Telecommunications Basic Law of 1983, as amended (English translation)
	4	.2		Enforcement Decree of the Telecommunications Basic Law, as amended (English translation)
	4	.3		Telecommunications Business Law of 1983, as amended (English translation)
	4	.4		Enforcement Decree of the Telecommunications Business Law (English translation)***
	4	.5		Korean Commercial Code (together with English translation)*
	4	.6		Amendment to Korean Commercial Code dated December 29, 2001 (together with English translation)**
	4	.7		Korean Securities and Exchange Act, as amended (English translation)
	8	.1		List of Subsidiaries of SK Telecom Co., Ltd.
	11	.1		Code of Ethics of SK Telecom Co., Ltd.***
	12	.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12	.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	13	.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	13	.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99	.1		Consent of Deloitte Anjin LLC

*		Filed previously as exhibits to our Form 20-F filed on June 30, 2000.
**		Filed previously as exhibits to our Form 20-F filed on June 28, 2002.
***		Filed previously as exhibits to our Form 20-F filed on May 31, 2005.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		F-3
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2004 AND 2005		F-4
CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005		F-6
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005		F-8
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2003, 2004 AND 2005		F-10
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-14

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				2003				2004				2005				2005
				(In millions of Korean won)												(In thousands of
																U.S. dollars
																(Note 2(a)))
ASSETS
CURRENT ASSETS:
	Cash and cash equivalents (Notes 2 and 13)			W	317,488			W	370,630			W	378,426			$	374,679
	Short-term financial instruments (Notes 13, 21 and 22)				154,922				12,730				106,592				105,537
	Trading securities (Notes 2 and 4)				893,217				654,779				777,472				769,774
	Current portion of long-term investment securities (Notes 2 and 4)				85,861				3,709				1				1
	Accounts receivable — trade, net of allowance for doubtful accounts of W65,327 million, W71,090 million and W133,499 million at December 31, 2003, 2004 and 2005, respectively (Notes 2,13 and 24)				1,579,153				1,720,201				1,684,119				1,667,445
	Short-term loans, net of allowance for doubtful accounts of W516 million, W564 million and W1,350 million at December 31, 2003, 2004 and 2005, respectively (Notes 2 and 6)				48,849				55,355				65,539				64,890
	Accounts receivable — other, net of allowance for doubtful accounts of W16,768 million, W15,622 million and W17,526 million at December 31, 2003, 2004 and 2005, respectively (Notes 2, 13 and 24)				867,120				1,406,553				1,369,691				1,356,130
	Inventories, net (Notes 2, 3, 23 and 24)				31,516				52,321				7,784				7,707
	Prepaid expenses				68,256				84,933				104,124				103,093
	Current deferred income tax assets (Notes 2 and 18)				—				—				66,117				65,462
	Accrued income and other				23,143				29,482				38,715				38,331
		Total Current Assets			4,069,525				4,390,693				4,598,580				4,553,049
NON-CURRENT ASSETS:
	Property and equipment, net (Notes 2, 7, 12, 22, 23 and 24)				4,641,547				4,703,922				4,663,369				4,617,197
	Intangible assets, net (Notes 2 and 8)				3,674,944				3,522,903				3,452,889				3,418,702
	Long-term investment securities (Notes 2 and 4)				879,193				948,101				1,220,208				1,208,127
	Equity securities accounted for using the equity method (Notes 2 and 5)				183,709				304,028				471,879				467,207
	Long-term bank deposits (Note 21)				352				10,351				1,479				1,464
	Long-term loans, net of allowance for doubtful accounts of W19,552 million, W19,273 million and W19,130 million at December 31, 2003, 2004 and 2005, respectively (Notes 2 and 6)				40,819				30,442				18,430				18,248
	Guarantee deposits (Notes 13 and 24)				270,255				289,015				168,559				166,890
	Non-current deferred income tax assets (Notes 2 and 18)				—				—				1,495				1,480
	Other				57,873				83,903				107,884				106,816
		Total Non-Current Assets			9,748,692				9,892,665				10,106,192				10,006,131
TOTAL ASSETS				W	13,818,217			W	14,283,358			W	14,704,772			$	14,559,180

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				2003				2004				2005				2005
				(In millions of Korean won)												(In thousands of
																U.S. dollars
																(Note 2(a)))
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
	Accounts payable (Notes 13, 22 and 24)			W	1,317,162			W	1,205,682			W	1,047,779			$	1,037,405
	Short-term borrowings (Notes 13 and 22)				786,096				425,496				972				962
	Income taxes payable				402,559				273,495				370,822				367,150
	Accrued expenses (Notes 2, 13 and 25)				420,995				394,354				364,830				361,218
	Dividend payable				88				263				298				295
	Withholdings				184,304				196,534				216,622				214,477
	Current portion of long-term debt, net (Notes 9, 10 and 12)				1,364,264				498,278				809,573				801,557
	Current portion of subscription deposits (Note 11)				12,881				13,405				14,875				14,728
	Current deferred income tax liabilities (Notes 2 and 18)				—				—				44				44
	Other				42,561				59,386				37,558				37,187
		Total Current Liabilities			4,530,910				3,066,893				2,863,373				2,835,023
LONG-TERM LIABILITIES:
	Bonds payable, net (Notes 2 and 9)				2,261,868				2,891,843				2,314,208				2,291,295
	Long-term borrowings (Notes 10 and 22)				1,633				—				155				153
	Subscription deposits (Note 11)				44,197				31,440				23,770				23,535
	Long-term payables — other, net of present value discount of W85,881 million, W72,663 million and W58,413 million at December 31, 2003, 2004 and 2005, respectively (Note 2)				564,119				577,337				591,587				585,730
	Obligations under capital leases (Notes 2, 12 and 13)				—				—				10,204				10,103
	Accrued severance indemnities, net (Note 2)				67,824				80,984				71,284				70,578
	Non-current deferred income tax liabilities (Notes 2 and 18)				226,029				306,052				401,156				397,184
	Long-term currency swap (Notes 2 and 26)				—				96,743				73,450				72,723
	Guarantee deposits received and other (Notes 22 and 24)				27,790				26,322				28,045				27,767
		Total Long-Term Liabilities			3,193,460				4,010,721				3,513,859				3,479,068
		Total Liabilities			7,724,370				7,077,614				6,377,232				6,314,091
COMMITMENTS AND CONTINGENCIES (Note 22)
SHAREHOLDERS’ EQUITY:
	Capital stock (Notes 1 and 14)				44,639				44,639				44,639				44,197
	Capital surplus (Note 14)				2,911,556				2,968,301				2,954,840				2,925,584
	Retained earnings (Note 15)				5,139,911				6,152,898				7,267,649				7,195,692
	Capital adjustments:
		Treasury stock (Note 16)			(2,047,103	)			(2,047,105	)			(2,047,105	)			(2,026,837	)
		Unrealized profit (loss) on valuation of long-term investment securities, net (Notes 2 and 4)			(160,622	)			(92,975	)			(42,093	)			(41,676	)
		Equity in capital adjustment of affiliates, net (Notes 2 and 5)			42,581				134,376				61,368				60,760
		Loss on valuation of currency swap, net (Notes 2 and 26)			—				(49,452	)			(14,177	)			(14,037	)
		Stock options (Notes 2 and 17)			3,741				4,833				3,480				3,446
		Foreign-based operations’ translation adjustment (Note 2)			3,159				(7,969	)			(9,988	)			(9,889	)
	Minority interest in equity of consolidated subsidiaries (Note 2)				155,985				98,198				108,927				107,849
		Total Shareholders’ Equity			6,093,847				7,205,744				8,327,540				8,245,089
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY				W	13,818,217			W	14,283,358			W	14,704,772			$	14,559,180

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			2003				2004				2005				2005
															(In thousands of
															U.S. dollars, except
			(In millions of Korean won,												for income per share
			except for income per share)												(Note 2(a)))
OPERATING REVENUE (Notes 2, 24 and 28)			W	10,272,081			W	10,570,615			W	10,721,820			$	10,615,663
OPERATING EXPENSES (Notes 2, 22 and 24)
	Labor cost			(407,243	)			(464,778	)			(464,764	)			(460,162	)
	Commissions paid			(2,314,558	)			(2,812,318	)			(2,859,638	)			(2,831,325	)
	Depreciation and amortization (Notes 7 and 8)			(1,510,545	)			(1,607,478	)			(1,546,285	)			(1,530,975	)
	Network interconnection (Note 28)			(771,553	)			(913,688	)			(989,417	)			(979,621	)
	Leased line			(306,527	)			(375,227	)			(407,043	)			(403,013	)
	Advertising			(376,424	)			(352,877	)			(279,390	)			(276,624	)
	Research and development (Note 2)			(235,551	)			(267,107	)			(252,046	)			(249,550	)
	Rent			(144,509	)			(178,310	)			(190,134	)			(188,251	)
	Frequency usage			(129,525	)			(143,047	)			(156,098	)			(154,552	)
	Repair			(96,464	)			(112,094	)			(131,719	)			(130,415	)
	Provision for bad debts			(22,378	)			(29,181	)			(112,792	)			(111,675	)
	Cost of goods sold			(560,859	)			(479,257	)			(240,746	)			(238,362	)
	Other			(290,838	)			(395,504	)			(421,132	)			(416,964	)
	Sub-total			(7,166,974	)			(8,130,866	)			(8,051,204	)			(7,971,489	)
OPERATING INCOME				3,105,107				2,439,749				2,670,616				2,644,174
OTHER INCOME:
	Interest income (Note 4)			86,485				80,459				61,143				60,538
	Dividends			25,923				23,843				26,515				26,252
	Commissions			80,180				26,891				32,738				32,414
	Equity in earnings of affiliates (Notes 2 and 5)			—				—				20,949				20,742
	Foreign exchange and translation gains (Note 2)			6,131				20,559				4,167				4,126
	Reversal of allowance for doubtful accounts			1,555				759				450				446
	Gain on disposal and valuation of trading securities (Note 2)			188				2,548				1				1
	Gain on disposal of investment assets (Notes 4 and 5)			1,259				2,004				24,613				24,369
	Gain on disposal of consolidated subsidiary (Note 5)			—				—				178,689				176,920
	Gain on disposal of property, equipment and intangible assets			2,750				2,067				4,693				4,647
	Gain on transactions and valuation of currency forward and swap (Notes 2 and 26)			—				2,850				2,578				2,552
	Other			56,973				37,439				36,016				35,659
	Sub-total			261,444				199,419				392,552				388,666

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			2003				2004				2005				2005
															(In thousands of
															U.S. dollars, except
			(In millions of Korean won,												for income per share
			except for income per share)												(Note 2(a)))
OTHER EXPENSES:
	Interest and discounts			(391,482	)			(303,410	)			(253,472	)			(250,962	)
	Donations			(91,487	)			(89,232	)			(145,325	)			(143,886	)
	Equity in losses of affiliates (Notes 2 and 5)			(6,975	)			(11,954	)			(71,825	)			(71,114	)
	Foreign exchange and translation losses (Note 2)			(10,230	)			(9,074	)			(4,178	)			(4,137	)
	Loss on disposal and valuation of trading securities (Note 2)			(3,974	)			(232	)			(16	)			(16	)
	Loss on disposal of investment assets			(45,403	)			(1,539	)			(4,017	)			(3,977	)
	Loss on disposal and impairment of property, equipment and intangible assets (Note 2)			(13,784	)			(19,208	)			(6,783	)			(6,716	)
	Loss on impairment of long-term investment securities (Notes 2 and 4)			(5,749	)			(33,654	)			(3,422	)			(3,388	)
	Loss on transactions and valuation of currency forward and swap (Notes 2 and 26)			—				(15,818	)			—				—
	Other			(43,131	)			(31,872	)			(12,564	)			(12,440	)
	Sub-total			(612,215	)			(515,993	)			(501,602	)			(496,636	)
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST				2,754,336				2,123,175				2,561,566				2,536,204
INCOME TAXES (Notes 2 and 18)				(789,059	)			(629,761	)			(693,259	)			(686,395	)
INCOME BEFORE MINORITY INTEREST				1,965,277				1,493,414				1,868,307				1,849,809
MINORITY INTEREST IN NET LOSS (GAIN) OF CONSOLIDATED SUBSIDIARIES				823				(1,935	)			4,671				4,625
NET INCOME			W	1,966,100			W	1,491,479			W	1,872,978			$	1,854,434
NET INCOME PER SHARE (Notes 2 and 19) (In Korean won and U.S. dollars)			W	26,187			W	20,261			W	25,443			$	25.19
DILUTED NET INCOME PER SHARE (Notes 2 and 19) (In Korean won and U.S. dollars)			W	26,187			W	20,092			W	25,036			$	24.79

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																							Total
			Common				Capital				Retained				Capital				Minority				Shareholders’
			Stock				Surplus				Earnings				Adjustments				Interest				Equity
			(In millions of Korean won)
Balance, January 1, 2003			W44,576				W	2,884,382			W	4,873,205			W	(2,295,770	)		W	725,507			W	6,231,900
	Net income			—				—				1,966,100				—				(823	)			1,965,277
	Acquisition of treasury stock (Note 16)			—				—				—				(1,379,337	)			—				(1,379,337	)
	Retirement of treasury stock (Note 16)			—				—				(1,545,281	)			1,524,683				—				(20,598	)
	Cash dividends paid (Note 20)			—				—				(151,739	)			—				—				(151,739	)
	Excess unallocated purchase price (Note 14)			—				(230	)			—				—				—				(230	)
	Issuance of common stock for the merger with SK IMT Co., Ltd. (Note 14)			63				31,809				—				—				—				31,872
	Gain on disposal of investments in common stock of subsidiary			—				58				—				—				—				58
	Equity in beginning retained earnings change of affiliates (Notes 2 and 5)			—				—				(33	)			—				—				(33	)
	Cumulative effect of an accounting change (Note 2)			—				—				(2,341	)			—				(515	)			(2,856	)
	Unrealized loss on valuation of long-term investment securities (Notes 2 and 4)			—				—				—				(56,505	)			—				(56,505	)
	Equity in capital surplus and capital adjustment changes of affiliates (Note 2)			—				(4,463	)			—				47,752				—				43,289
	Stock compensation plans (Notes 2 and 17)			—				—				—				1,289				—				1,289
	Foreign-based operations’ translation adjustment (Note 2)			—				—				—				(356	)			—				(356	)
	Decrease in minority interest in equity of consolidated subsidiaries			—				—				—				—				(568,184	)			(568,184	)
Balance, December 31, 2003			W44,639				W	2,911,556			W	5,139,911			W	(2,158,244	)		W	155,985			W	6,093,847
	Net income			—				—				1,491,479				—				1,935				1,493,414
	Cash dividends paid (Note 20)			—				—				(404,878	)			—				—				(404,878	)
	Interim cash dividends paid (Note 20)			—				—				(73,614	)			—				—				(73,614	)
	Excess unallocated purchase price (Note 14)			—				(77	)			—				—				—				(77	)
	Consideration for conversion rights (Notes 2 and 14)			—				67,279				—				—				—				67,279
	Acquisition of treasury stock (Note 16)			—				—				—				(2	)			—				(2	)
	Equity in capital surplus and capital adjustment changes of affiliates (Note 2)			—				(10,457	)			—				91,795				—				81,338
	Unrealized gain on valuation of long-term investment securities (Notes 2 and 4)			—				—				—				67,647				—				67,647
	Loss on valuation of currency swap (Note 2)			—				—				—				(49,452	)			—				(49,452	)
	Stock compensation plans (Notes 2 and 17)			—				—				—				1,092				—				1,092
	Foreign-based operations’ translation adjustment (Note 2)			—				—				—				(11,128	)			—				(11,128	)
	Decrease in minority interest in equity of consolidated subsidiaries			—				—				—				—				(59,722	)			(59,722	)
Balance, December 31, 2004			W44,639				W	2,968,301			W	6,152,898			W	(2,058,292	)		W	98,198			W	7,205,744

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																							Total
			Common				Capital				Retained				Capital				Minority				Shareholders’
			Stock				Surplus				Earnings				Adjustments				Interest				Equity
			(In millions of Korean won)
Balance, January 1, 2005			W44,639				W	2,968,301			W	6,152,898			W	(2,058,292	)		W	98,198			W	7,205,744
	Net income			—				—				1,872,978				—				(4,671	)			1,868,307
	Cash dividends paid (Note 20)			—				—				(684,613	)			—				—				(684,613	)
	Interim cash dividends paid (Note 20)			—				—				(73,614	)			—				—				(73,614	)
	Deferred tax effect of temporary differences related to conversion rights (Note 14)			—				(18,502	)			—				—				—				(18,502	)
	Transfer of stock option from capital adjustments to capital surplus (Notes 14 and 17)			—				1,533				—				(1,533	)			—				—
	Equity in capital surplus and capital adjustment changes of affiliates (Notes 2 and 5)			—				3,508				—				(73,008	)			—				(69,500	)
	Unrealized gain on valuation of long-term investment securities (Notes 2 and 4)			—				—				—				50,882				—				50,882
	Gain on valuation of currency swap (Note 2)			—				—				—				35,276				—				35,276
	Stock compensation plans (Notes 2 and 17)			—				—				—				180				—				180
	Foreign-based operations’ translation adjustment (Note 2)			—				—				—				(2,020	)			—				(2,020	)
	Decrease in minority interest in equity of consolidated subsidiaries			—				—				—				—				15,400				15,400
Balance, December 31, 2005			W44,639				W	2,954,840			W	7,267,649			W	(2,048,515	)		W	108,927			W	8,327,540
			(In thousands of U.S. dollars) (Note 2(a))
Balance, January 1, 2005			$	44,197				$ 2,938,912				$ 6,091,978				$ (2,037,913	)			$   97,226				$ 7,134,400
	Net income			—				—				1,854,434				—				(4,625	)			1,849,809
	Cash dividends paid			—				—				(677,835	)			—				—				(677,835	)
	Interim cash dividends paid			—				—				(72,885	)			—				—				(72,885	)
	Deferred tax effect of temporary differences related to conversion rights			—				(18,319	)			—				—				—				(18,319	)
	Transfer of stock option from capital adjustments to capital surplus			—				1,518				—				(1,518	)			—				—
	Equity in capital surplus and capital adjustment changes of affiliates			—				3,473				—				(72,285	)			—				(68,812	)
	Unrealized gain on valuation of long-term investment securities			—				—				—				50,378				—				50,378
	Gain on valuation of currency swap			—				—				—				34,927				—				34,927
	Stock compensation plans			—				—				—				178				—				178
	Foreign-based operations’ translation adjustment			—				—				—				(2,000	)			—				(2,000	)
	Decrease in minority interest in equity of consolidated subsidiaries			—				—				—				—				15,248				15,248
Balance, December 31, 2005			$	44,197				$ 2,925,584				$ 7,195,692				$ (2,028,233	)			$ 107,849				$  8,245,089

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				2003				2004				2005				2005
																(In thousands
																of U.S. dollars
				(In millions of Korean won)												(Note 2(a)))
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income			W	1,966,100			W	1,491,479			W	1,872,978			$	1,854,434
	Expenses not involving cash payments:
		Depreciation and amortization			1,649,902				1,752,530				1,675,528				1,658,939
		Provision for severance indemnities			65,375				58,151				47,073				46,607
		Provision for bad debts			23,304				43,144				115,731				114,585
		Foreign currency translation loss			2,546				2,179				981				971
		Loss on disposal and valuation of trading securities			3,974				232				16				16
		Loss on disposal and impairment of property, equipment and intangible assets			13,784				19,208				6,783				6,716
		Loss on impairment of long-term investment securities			5,749				33,654				3,422				3,388
		Loss on disposal of investment assets			45,403				1,539				4,017				3,977
		Loss on transaction and valuation of currency forward and swap			—				15,818				—				—
		Equity in losses of affiliates			6,975				11,954				71,825				71,114
		Minority interest in net gain of consolidated subsidiaries			—				1,935				—				—
		Amortization of discounts on bonds and other			73,655				46,274				51,846				51,333
		Sub-total			1,890,667				1,986,618				1,977,222				1,957,646
	Income not involving cash receipts:
		Reversal of allowance for doubtful accounts			(1,555	)			(759	)			(450	)			(446	)
		Foreign currency translation gain			(668	)			(3,367	)			(658	)			(651	)
		Gain on disposal and valuation of trading securities			(188	)			(2,548	)			(1	)			(1	)
		Gain on disposal of investment assets			(1,555	)			(2,004	)			(24,613	)			(24,369	)
		Gain on disposal of consolidated subsidiary			—				—				(178,689	)			(176,920	)
		Gain on disposal of property, equipment and intangible assets			(2,750	)			(2,067	)			(4,693	)			(4,647	)
		Gain on transactions and valuation of currency forward and swap			—				(2,850	)			(2,578	)			(2,552	)
		Equity in earnings of affiliates			—				—				(20,949	)			(20,742	)
		Minority interest in net loss of consolidated subsidiaries			(823	)			—				(4,671	)			(4,625	)
		Other			(12,491	)			(12,129	)			(3,769	)			(3,731	)
		Sub-total			(20,030	)			(25,724	)			(241,071	)			(238,684	)

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			2003				2004				2005				2005
															(In thousands
															of U.S. dollars
			(In millions of Korean won)												(Note 2(a)))
Changes in assets and liabilities related to operating activities:
	Accounts receivable — trade			(159,160	)			(170,891	)			(210,957	)			(208,868	)
	Accounts receivable — other			(48,789	)			(552,343	)			22,284				22,063
	Inventories			(4,056	)			(20,982	)			8,297				8,215
	Other current assets			(30,417	)			(5,549	)			(15,922	)			(15,764	)
	Accounts payable			(396,700	)			(90,977	)			(34,441	)			(34,100	)
	Income taxes payable			(11,597	)			(125,430	)			88,477				87,601
	Accrued expenses			24,385				(26,622	)			(12,944	)			(12,816	)
	Other current liabilities			45,776				25,188				(1,009	)			(999	)
	Deferred income taxes			120,879				78,356				7,640				7,564
	Severance indemnity payments			(24,516	)			(27,582	)			(24,365	)			(24,124	)
	Dividends received from affiliates			621				755				785				777
	Deposits for group severance indemnities and other deposits			(24,727	)			(19,489	)			(32,869	)			(32,543	)
	Transfer of accrued severance indemnities from affiliates and related companies			955				—				—				—
	Sub-total			(507,346	)			(935,566	)			(205,024	)			(202,994	)
Net Cash Provided by Operating Activities				3,329,391				2,516,807				3,404,105				3,370,402

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			2003				2004				2005				2005
															(In thousands
															of U.S. dollars
			(In millions of Korean won)												(Note 2(a)))
CASH FLOWS FROM INVESTING ACTIVITIES:
	Decrease (increase) in short-term financial instruments		W	95,123			W	90,034			W	(75,261	)		$	(74,516	)
	Decrease (increase) in trading securities			(137,618	)			240,204				(122,710	)			(121,495	)
	Decrease in short-term loans			51,612				89,447				60,530				59,931
	Decrease in long-term bank deposits			—				50,006				2				2
	Proceeds from sale of current portion of long-term investment securities			70,267				85,861				53,608				53,077
	Proceeds from sale of long-term investment securities			762,896				17,658				40,889				40,484
	Proceeds from sale of equity securities accounted for using the equity method			2,889				268				7,539				7,464
	Proceeds from sale of consolidated subsidiary			—				—				290,966				288,085
	Decrease in long-term loans			9,980				4,746				57				56
	Decrease in guarantee deposits			67,410				22,096				142,131				140,724
	Decrease in other non-current assets			50,758				36,287				36,110				35,753
	Proceeds from disposal of property and equipment			12,828				10,116				34,179				33,841
	Proceeds from disposal of intangible assets			2,248				2,291				107				106
	Increase in long-term loans			(60,145	)			(56,428	)			(59,008	)			(58,424	)
	Increase in long-term bank deposits			(350	)			(60,005	)			(1,140	)			(1,129	)
	Acquisition of long-term investment securities			(437,076	)			(54,132	)			(319,061	)			(315,902	)
	Acquisition of equity securities accounted for using the equity method			(7,158	)			(21,086	)			(231,793	)			(229,498	)
	Increase in long-term loans			(15,578	)			(35,291	)			(5,766	)			(5,709	)
	Increase in guarantee deposits			(88,223	)			(40,957	)			(75,295	)			(74,550	)
	Increase in other non-current assets			(54,090	)			(82,843	)			(86,803	)			(85,943	)
	Acquisition of property and equipment			(1,647,639	)			(1,631,941	)			(1,416,622	)			(1,402,596	)
	Acquisition of intangible assets			(56,745	)			(72,376	)			(199,494	)			(197,519	)
	Acquisition of minority interest			(36,442	)			(64,247	)			(11,352	)			(11,240	)
	Net Cash Used in Investing Activities			(1,415,053	)			(1,470,292	)			(1,938,187	)			(1,918,998	)

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			2003				2004				2005				2005
															(In thousands
															of U.S. dollars
			(In millions of Korean won)												(Note 2(a)))
CASH FLOWS FROM FINANCING ACTIVITIES:
	Increase in short-term borrowings		W	108,669			W	—			W	—			$	—
	Issuance of bonds payable			688,737				1,205,727				193,683				191,765
	Increase in long-term borrowings			13,532				—				—				—
	Payment of short-term borrowings			(12,087	)			(359,133	)			(376,929	)			(373,197	)
	Payment of current portion of long-term debt			(939,176	)			(1,370,611	)			(500,033	)			(495,082	)
	Repayment of bonds payable			—				(5,068	)			—				—
	Payment of dividends			(151,739	)			(478,318	)			(758,192	)			(750,685	)
	Decrease in facility deposits			(2,654	)			(12,757	)			(7,670	)			(7,594	)
	Transaction of currency forward and swap			—				2,821				—				—
	Net increase in treasury stock			(1,379,337	)			(2	)			—				—
	Increase in minority interest in equity of consolidated subsidiaries			22,278				45,065				21,243				21,033
	Other			(609,262	)			3,706				(1,140	)			(1,129	)
	Net Cash Used in Financing Activities			(2,261,039	)			(968,570	)			(1,429,038	)			(1,414,889	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS DUE TO CHANGES IN CONSOLIDATED SUBSIDIARIES				72				(24,803	)			(29,084	)			(28,796	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS				(346,629	)			53,142				7,796				7,719
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE YEAR				664,117				317,488				370,630				366,960
CASH AND CASH EQUIVALENTS AT END OF THE YEAR			W	317,488			W	370,630			W	378,426			$	374,679
Cash paid for interest (net of amounts capitalized)			W	328,890			W	264,224			W	203,259			$	201,247
Cash paid for income taxes			W	675,122			W	679,262			W	588,296			$	582,471

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1.	GENERAL

						Percentage of
		Number of				Total Shares
		Shares				Issued (%)
SK Group			18,748,459				22.79
POSCO			2,991,496				3.64
Institutional investors and other minority shareholders			51,874,341				63.04
Treasury stock			8,662,415				10.53
			82,276,711				100.00

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.	Basis of Presentation

b.	Principles of Consolidation

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								Ownership Percentage (%)
		Year of
Subsidiary		Establishment				Primary Business		2003				2004				2005
SK Teletech Co., Ltd.									61.66				89.13				—
SK Capital Co., Ltd.			1995			Finance			100.00				100.00				100.00
SK Telink Co., Ltd.			1998			Telecommunication services			90.77				90.77				90.77
SK Communications Co., Ltd.			1999			Internet website services			92.69				93.44				92.37
SK Wyverns Baseball Club Co., Ltd.			2000			Business related sports			99.99				99.99				99.99
Centurion IT Investment Association			2001			Investment association			37.50				37.50				37.50
Global Credit & information Corp.			1998			Credit and collection services			50.00				50.00				50.00
PAXNet Co., Ltd.			1999			Internet website services			67.10				67.10				67.10
Seoul Records, Inc.			1982			Release of music disc			—				—				60.00
SK Telecom International Inc.			1995			Internet website services			100.00				100.00				100.00
SLD Telecom PTE Ltd.			2000			Telecommunication services			53.80				55.10				55.10
SK Telecom China Co., Ltd.			2002			Telecommunication services			100.00				100.00				100.00
TU Media Corp.			2003			Digital multi media   broadcasting service			100.00				28.50				29.60
U-Land Company Limited			2004			Telecommunication services			—				100.00				100.00
SK Telecom USA Holdings, Inc.			2005			Telecommunication services			—				—				100.00
The First Music Investment Fund of SK-PVC			2005			Investment association			—				—				99.00
The Second Music Investment Fund of SK-PVC			2005			Investment association			—				—				99.00
SK-KTB Music Investment Fund			2005			Investment association			—				—				99.00
IMM Cinema Fund			2005			Investment association			—				—				48.39

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c.	Use of Estimates

d.	Cash and Cash Equivalents

e.	Allowance for Doubtful Accounts

		2003				2004				2005
Beginning balance		W	60,542			W	65,327			W	71,090
Write-offs			(17,593	)			(23,418	)			(49,181	)
			42,949				41,909				21,909
Provision for bad debt			22,378				29,181				112,792
Decrease from changes in consolidated subsidiaries			—				—				(1,202	)
End of year		W	65,327			W	71,090			W	133,499

f.	Inventories

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g.	Securities (excluding securities accounted for using the equity method of accounting)

h.	Investment Securities with 20% or More Ownership Interest

i.	Property and Equipment

j.	Intangible Assets

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k.	Convertible Bonds

l.	Discounts on Bonds

m.	Valuation of Long-Term Payables

n.	Provisions, Contingent Liabilities and Contingent Assets

	—	Possible obligations related to past events, for which the existence of a liability can only be confirmed upon occurrence of uncertain future event or events outside the control of the Company and certain subsidiaries.

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	—	Present obligations arising out of past events or transactions, for which i) a disbursement of economic resources to fulfill such obligations is not probable or ii) a disbursement of economic resources is probable, but the related amount cannot be reasonably estimated.

o.	Accrued Severance Indemnities

			2003				2004				2005
Beginning net balance			W	48,519			W	67,824			W	80,984
Provision				65,375				58,151				47,073
Payments to employees				(24,516	)			(27,582	)			(24,365	)
Transfer from affiliated and related companies				955				—				—
Net increase due to the changes in consolidated subsidiaries				2,395				2,372				594
Deposits for severance indemnities				(24,904	)			(19,781	)			(33,002	)
Ending net balance			W	67,824			W	80,984			W	71,284
Ending balance:
	Accrued severance indemnities		W	218,914			W	251,314			W	267,855
	Deposits with insurance companies			(144,861	)			(164,643	)			(191,354	)
	Transfer to the National Pension Fund			(6,229	)			(5,687	)			(5,217	)
	Net balance		W	67,824			W	80,984			W	71,284

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Year ending December 31,
2006			W	248,710	(note)
2007				9
2008				629
2009				400
2010				808
2011Y2015				10,661
	Total		W	261,217

(note)

The future benefits in 2006 include early settlement of retirement benefit of W243,847 million which is paid in April 2006, in accordance with a resolution of the Company’s a joint labor-management conference dated March 16, 2006. These amounts do not include additional bonuses for early settlement and voluntary early retirement amounting to W125,890 million and W14,705 million, respectively, which is paid in April 2006.

p.	Accounting for Leases

q.	Research and Development Costs

r.	Derivative Instruments

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s.	Revenue Recognition

t.	Income Taxes

u.	Net Income Per Share and Dilutive Net Income Per Share

v.	Foreign-Based Operations’ Translation Adjustment

w.	Accounting for Foreign Currency Transactions and Translation

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x.	Accounting for Employee Stock Option Compensation Plan

y.	Adoption of New Statements of Korea Accounting Standards (“SKAS”)

	—	Through 2004, when the Company’s equity interests in the equity method investees were diluted as a result of the equity method investees’ direct sales of their unissued shares to third parties, the changes in the Company’s proportionate equity of investees were accounted for as capital transactions. Effective January 1, 2005, such transactions are accounted for as income statement treatment, pursuant to adoption of SKAS No. 15, “Investments: Equity Method”. As a result of adopting SKAS No. 15, net income for the year ended December 31, 2005 increased by W6,262 million (net of tax effect of W2,375 million).
	—	Through 2004, tax effects of temporary differences related to capital surplus or capital adjustments were excluded in determining the deferred tax assets or liabilities. Effective January 1, 2005, such tax effects of temporary differences are included in determining the deferred tax assets or liabilities, pursuant to adoption of SKAS No. 16 “Income Taxes”. Accordingly, adjustments made directly to capital surplus or capital adjustments, which result in temporary differences, are recorded net of related tax effects. In addition, effective January 1, 2005, deferred income tax assets and liabilities which were presented on the balance sheet as a single non-current net number through 2004, are separated into current and non-current portions. As a result of adopting SKAS No. 16, total assets and total liabilities as of December 31, 2005 increased by W67,612 million and W97,768 million, respectively, and total stockholders’ equity as of December 31, 2005 decreased by W30,156 million, which was directly reflected in capital surplus or capital adjustments (see Note 18).
	—	Through 2004, provisions were recorded at nominal value. Effective January 1, 2005, provisions are recorded at the present value when the effect of the time value of money is material, pursuant to adoption of SKAS No. 17 “Provisions, Contingent Liabilities and Contingent Assets”. SKAS No. 17 is prospectively applied and as a result of adopting such accounting standard, total liabilities as of December 31, 2005 decreased by W7,415 million and ordinary income and net income for the year ended December 31, 2005 increased by W5,376 million (see Note 25).

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z.	Reclassifications

3.	INVENTORIES

		2003				2004				2005
Merchandise		W	494			W	164			W	863
Finished goods			11,319				19,286				766
Semi-finished goods			4,216				7,019				—
Raw materials			7,442				14,791				493
Supplies			8,045				11,061				6,301
Total			31,516				52,321				8,423
Less allowance for valuation loss			—				—				(639	)
Net		W	31,516			W	52,321			W	7,784

4.	INVESTMENT SECURITIES

a.	Trading Securities

		Acquisition Cost				Fair Value at				Carrying Amount
		at December 31,				December 31,
		2005				2005				2003				2004				2005
Stocks		W	11			W	12			W	—			W	368			W	12
Public bonds			—				—				18,499				—				—
Corporate bonds			—				—				4,383				—				—
Beneficiary certificates			777,460				777,460				870,335				654,411				777,460
Total		W	777,471			W	777,472			W	893,217			W	654,779			W	777,472

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b.	Long-term Investment Securities

		2003				2004				2005
Available-for-sale equity securities		W	824,392			W	896,508			W	923,821
Available-for-sale debt securities			14,315				5,158				296,273
Held-to-maturity securities			126,347				50,144				115
Total			965,054				951,810				1,220,209
Less current portion			(85,861	)			(3,709	)			(1	)
Long-term portion		W	879,193			W	948,101			W	1,220,208

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							Ownership				Acquisition
							Percentage (%)				Cost at				Fair Value				Carrying Amount
			Number of				at Dec. 31,				Dec. 31,				at Dec. 31,
			Shares				2005				2005				2005				2003				2004				2005
(Investments in listed companies)
Digital Chosunilbo Co., Ltd.				2,890,630				7.8			W	5,781			W  5,796				W	2,847			W	2,023			W	5,796
hanarotelecom incorporated				22,090,000				4.8				121,677				56,440				26,838				71,019				56,440
KRTnet Corporation (formerly Korea Radio Wave Basestation Management)				234,150				4.4				1,171				2,646				2,669				2,178				2,646
POSCO				2,481,310				2.9				332,662				501,225				404,454				464,005				501,225
INNOTG Co., Ltd.				59,473				0.4				1,695				83				—				152				83
HB Entertainment Co., Ltd.				752,692				3.8				2,258				2,408				—				—				2,408
SK SECURITIES CO., Ltd.				—				—				—				(note a	)			1,877				2,418				—
SINJISOFT Corporation				—				—				—				(note a	)			—				590				—
Cowon System, Inc.				—				—				—				(note a	)			—				1,600				—
	sub-total											465,244								438,685				543,985				568,598
(Investments in non-listed companies)
Powercomm Co., Ltd. (note b)				7,500,000				5.0				240,243				77,130				68,407				71,565				77,130
Japan MBCO				54,000				7.3				27,332				(note d	)			42,517				27,332				27,332
Real Telecom Co., Ltd.				398,722				8.3				5,981				(note c	)			5,981				—				—
Enterprise Networks Co., Ltd.				423,244				4.0				14,438				(note c	)			14,438				—				—
Mirae Asset Life Insurance Co., Ltd. (formerly SK Life Insurance Co., Ltd.)				—				—				—				(note a	)			14,890				14,890				—
Eonex Technologies Inc.				144,000				14.1				3,600				(note d	)			4,593				4,593				4,593
WideThan Co., Ltd.				—				—				—				(note e	)			3,188				3,188				—
The Korea Economic Daily				2,792,759				13.8				13,964				(note d	)			2,077				2,077				13,964
Other												121,290				(notes d and f	)			33,210				32,472				32,212
	sub-total											426,848								189,301				156,117				155,231
(Investments in funds)
Korea IT Fund																(note d	)			190,000				190,000				190,000
Others																(notes d and g	)			6,406				6,406				9,992
	sub-total																			196,406				196,406				199,992
Total																			W	824,392			W	896,508			W	923,821

(note a)	The investments in common stock of SK Securities Co., Ltd., SINJISOFT Corporation, Cowon Systems, Inc. and Mirae Asset Life Insurance Co., Ltd. were all sold for the year ended December 31, 2005.

(note b)

The Company recorded its investments in common stock of Powercomm Co., Ltd. at its fair value, which was estimated by an outside professional valuation company using the present value of expected future cash flow, and the unrealized loss on valuation of investments amounting to W171,836 million, W168,678 million and W163,113 million as of December 31, 2003, 2004 and 2005, respectively, were recorded as a capital adjustment.

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(note c)	Due to the impairment of the Company’s investments in common stock of Real Telecom Co., Ltd. and Enterprise Networks Co., Ltd., the Company recorded impairment losses of W20,419 million for the year ended December 31, 2004.

(note d)

As a reasonable estimate of fair value could not be made, the investment is stated at acquisition cost. The investments in common stock of Eonex Technologies Inc. was reclassified to available-for-sale securities from equity securities accounted for using the equity method during 2003, as the Company’s ownership in such investees decreased to less than 20% and the Company lost significant influence. Such securities were transferred to available-for-sale securities at the carrying amount valued using the equity method of accounting prior to the reclassification.

(note e)	The investment in common stock of WiderThan Co., Ltd. was reclassified to equity securities accounted for using the equity method during 2005. Although the Company’s ownership in WiderThan Co., Ltd. is less than 20%, the Company exercises significant influence on the selection of directors and the investee has significant transactions with the Company.

(note f)

Due to the impairment of their investments in common stock of CCK Van, Biznet Tech, Hanse Telecom, Cybird Korea and Venture Korea in 2003, Mobilewelcom Co., Ltd., CXP Inc., LoveHunt Inc. and others in 2004 and TeleMerc.com, Fibernett Co., Ltd. and others in 2005, the Company and certain subsidiaries recorded impairment losses of W5,749 million, W2,580 million and W3,057 million for the years ended December 31, 2003, 2004 and 2005, respectively.

(note g)	Due to the impairment of their investments in cinema projects, the Company and certain subsidiaries recorded impairment losses of W235 million for the year ended December 31, 2005.

						Acquisition
						Cost at				Carrying Amount
						December 31,
		Maturity				2005				2003				2004				2005
Public bonds			(note a	)		W	1,599			W	971			W	1,328			W	1,599
Currency stabilization bonds			(note b	)			294,891				—				—				294,674
Convertible bonds of Real Telecom Co., Ltd. (note c)			March 2004				10,655				9,514				—				—
Convertible bonds of Eonex Technologies, Inc. (note d)			January 2005				—				3,600				3,600				—
Other							—				230				230				—
Total											14,315				5,158				296,273
Less current portion of available-for-sale debt securities											(9,514	)			(3,700	)			—
Long-term available-for-sale debt securities										W	4,801			W	1,458			W	296,273

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(note a)	The maturities of public bonds as of December 31, 2003, 2004 and 2005 are as follows (in millions of Korean won):

Maturity		2003				2004				2005
Within five years		W	857			W	904			W	1,238
Within ten years			114				424				361
		W	971			W	1,328			W	1,599

(note b)	The maturities of currency stabilization bonds as of December 31, 2003, 2004 and 2005 are as follows (in millions of Korean won):

Maturity		2003				2004				2005
Within five years		W	—			W	—			W	294,674

(note c)	The convertible bonds of Real Telecom Co., Ltd. with a principal amount of W10,655 million can be converted into 371,018 shares of common stock of Real Telecom Co., Ltd. at W28,721 per share over the period from September 29, 2004 to March 28, 2007. Due to the impairment in such bonds, the Company recorded an impairment loss of W10,655 million for the year ended December 31, 2004.

(note d)	The convertible bonds of Eonex Technologies, Inc. were all settled in cash during the year ended December 31, 2005.

						Acquisition
						Cost at				Carrying Amount
						December 31,
		Maturity				2005				2003				2004				2005
Public bonds			(note a	)		W	115			W	—			W	144			W	115
Subordinated bonds of Mirae Asset Life Insurance Co., Ltd. (formerly SK Life Insurance Co., Ltd.)			(note b	)			—				50,000				50,000				—
Subordinated bonds of Nate Third Special Purpose Company			May 2004				—				27,464				—				—
Subordinated bonds of Nate Fourth Special Purpose Company			September 2004				—				25,393				—				—
Subordinated bonds of Nate Fifth Special Purpose Company			December 2004				—				23,490				—				—
Total											126,347				50,144				115
Less current portion of held-to-maturity securities											(76,347	)			(9	)			(1	)
Long-term held-to-maturity securities										W	50,000			W	50,135			W	114

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(note a)	The maturities of public bonds as of December 31, 2005 is as follows (in millions of Korean won):

Maturity		2005
Within one year		W	1
Within five years			82
Within ten years			32
		W	115

(note b)	The Subordinated bonds of Mirae Asset Life Insurance Co., Ltd. (formerly SK Life Insurance Co., Ltd.) were all early repaid during 2005.

		For the Year Ended December 31, 2003
		Beginning				Increase/				Transferred to				Ending
		Balance				(Decrease)				Realized Gain (Loss)				Balance
Digital Chosunilbo Co., Ltd.		W	(3,353	)		W	419			W	—			W	(2,934	)
hanarotelecom incorporated			(101,788	)			46,320				—				(55,468	)
KRTnet Corporation			1,522				(24	)			—				1,498
POSCO			—				71,792				—				71,792
Powercomm Co., Ltd.			—				(171,836	)			—				(171,836	)
SK Securities Co., Ltd.			(498	)			(3,176	)			—				(3,674	)
Total		W	(104,117	)		W	(56,505	)		W	—			W	(160,622	)

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		For the Year Ended December 31, 2004
		Beginning				Increase/				Transferred to				Ending
		Balance				(Decrease)				Realized Gain (Loss)				Balance
Digital Chosunilbo Co., Ltd.		W	(2,934	)		W	(824	)		W	—			W	(3,758	)
hanarotelecom incorporated			(55,468	)			4,811				—				(50,657	)
KRTnet Corporation			1,498				(491	)			—				1,007
POSCO			71,792				59,551				—				131,343
INNOTG Co., Ltd.			—				(1,543	)			—				(1,543	)
SINJISOFT Corporation			—				460				—				460
Powercomm Co., Ltd.			(171,836	)			3,158				—				(168,678	)
Eonex Technologies Inc.			—				2,011				—				2,011
WiderThan Co., Ltd.			—				(27	)			—				(27	)
SK Securities Co., Ltd.			(3,674	)			541				—				(3,133	)
Total		W	(160,622	)		W	67,647			W	—			W	(92,975	)

		For the Year Ended December 31, 2005
										Transferred				Minority Interest in
		Beginning				Increase/				to Realized				Equity of Consolidated				Tax Effect				Ending
		Balance				(Decrease)				Gain (Loss)				Subsidiaries				(Note)				Balance
Digital Chosunilbo Co., Ltd.		W	(3,758	)		W	3,772			W	—			W	—			W	(4	)		W	10
hanarotelecom incorporated			(50,657	)			(14,580	)			—				—				17,940				(47,297	)
KRTnet Corporation			1,007				468				—				—				(406	)			1,069
POSCO			131,343				37,220				—				—				(46,355	)			122,208
INNOTG Co., Ltd.			(1,543	)			(68	)			—				—				443				(1,168	)
HB Entertainment Co., Ltd.			—				150				—				(94	)			(15	)			41
SK Securities Co., Ltd.			(3,133	)			3,610				(477	)			—				—				—
SINJISOFT Corporation			460				—				(460	)			—				—				—
Cowon Systems, Inc.			—				585				(585	)			—				—				—
Powercomm Co., Ltd.			(168,678	)			5,565				—				—				44,856				(118,257	)
Eonex Technologies Inc.			2,011				—				—				—				(553	)			1,458
WiderThan Co., Ltd.			(27	)			27				—				—				—				—
Currency stabilization bonds			—				(217	)			—				—				60				(157	)
Total		W	(92,975	)		W	36,532			W	(1,522	)		W	(94	)		W	15,966			W	(42,093	)

(note)	Represents adjustments to reflect the tax effect of temporary differences directly charged or credited to unrealized gains (losses) on valuation of long-term investment securities, which are capital adjustment items, in accordance with SKAS No. 16 “Income Taxes”, which is effective January 1, 2005.

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5.	EQUITY SECURITIES ACCOUNTED FOR USING THE EQUITY METHOD

		Number of				Ownership				Acquisition				Net Asset
		Shares at				Percentage (%)				Cost at				Value at				Carrying Amount
		December 31,				at December 31,				December 31,				December 31,
		2005				2005				2005				2005				2003				2004				2005
Pantech Co., Ltd. (formerly SK Teletech Co., Ltd.)			25,570,306				22.7			W	26,309			W	54,939	(note a)		W	—			W	—			W	55,732
SK C&C Co., Ltd.			300,000				30.0				19,071				163,374				92,844				201,484				168,244
STIC Ventures Co., Ltd.			1,600,000				21.9				8,000				8,379				7,086				7,477				8,379
TU Media Corp.			12,922,266				29.6				64,611				31,350	(note b)			—				34,592				32,343
VCASH Co., Ltd.			—				—				—				—	(note c)			1,048				—				—
Aircross Co., Ltd.			600,000				38.1				300				966	(note  d)			300				940				966
WiderThan Co., Ltd.			2,000,000				10.1				1,000				11,503	(note e)			3,188				—				11,503
IHQ, Inc.			8,000,000				21.6				14,440				8,488	(note f)			—				—				14,755
Harex Info Tech, Inc.			225,000				21.2				3,375				1,128	(note g)			—				3,375				2,530
Skytel Co., Ltd.			1,756,000				28.6				2,159				4,786				3,401				3,713				4,786
SK China Company Ltd.			28,160				20.7				3,195				1,571				1,683				830				485
HELIO, LLC			50,000,000				50.0				163,600				102,272	(note h)			—				—				102,272
SK USA, Inc.			49				49.0				3,184				3,279	(note d)			3,184				3,056				3,279
SKT-QC Wireless Development Fund							—				—				—				5,901				5,146				—
SKT-HP Ventures, LLC							50.0				6,415				5,290				5,960				5,281				5,290
CDMA Mobile Phone Center			40,286,825				50.0				75,680				40,810				49,444				25,117				40,810
SK Mobile			—				—				—				—				—				1,151				—
Cyworld Japan Co., Ltd.			500,000				100.0				4,466				3,252	(note i)			—				—				726
Etoos Group Inc.			3,036,353				20.5				3,095				1,005				—				—				2,586
Other investments in affiliates											17,709					(note j)			9,670				11,866				17,193
Total										W	416,609							W	183,709			W	304,028			W	471,879

(note a)	60% equity interest in SK Teletech Co., Ltd. were sold to Curitel Communications, Inc. and the Company recorded a gain of W178,689 million for the year ended December 31, 2005. As the Company’s ownership in SK Teletech Co., Ltd. decreased from 89.1% to 29.1%, SK Teletech Co., Ltd. was excluded from the consolidation, effective July 1, 2005. And, the investments in common stock of SK Teletech Co., Ltd. were accounted for using the equity method of accounting for the six months ended December 31, 2005. In addition, effective December 1, 2005, SK Teletech Co., Ltd was merged into Pantech Co., Ltd. and the Company’s ownership interest decreased from 29.1% to 22.7%. The difference between the Company’s portion of the merged company’s equity and the carrying amount at the date of merger of W269 million was recorded as a loss on disposal of investment assets.
(note b)	As the Company’s ownership in TU Media Corp. decreased from 100% to 28.5% in 2004, TU Media Corp. was excluded from the consolidation, effective January 1, 2004. And, the investments in common stock of TU Media Corp. are accounted for using the equity method of accounting.
(note c)	The investments in common stock of VCASH Co., Ltd. were sold to Korea Railway Transportation Promotion Foundation in 2004.

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(note d)	Effective January 1, 2004, the Company recorded its investments in Aircross Co., Ltd. and SK USA, Inc. using the equity method of accounting as changes in the Company’s portion of such investees’ equity amounts resulting from applying the equity method of accounting is material.
(note e)	Effective January 1, 2005, the investment in common stock of WiderThan Co., Ltd. was reclassified to equity securities accounted for using the equity method. Although the Company’s ownership in WiderThan Co., Ltd. is less than 20%, the Company exercises significant influences on the selection of directors and the investee has significant transactions with the Company.
(note f)	In February 2005, the Company acquired 8,000,000 shares of IHQ, Inc., an entertainment management company, for W1,805 per share with an option to purchase an additional 5,000,000 shares at the previously agreed upon price during the period from March 15, 2006 to April 30, 2006, in order to secure high-quality content for the Company’s wireless internet services.
(note g)	Effective January 1, 2005, the Company recorded its investments in Harex Info Tech, Inc. using the equity method of accounting as changes in the Company’s portion of such investees’ equity amounts resulting from applying the equity method of accounting is material.
(note h)	In the first quarter of 2005, the Company incorporated SK Telecom USA Holdings, Inc. with an initial investment of US$83 million in order to invest in and manage HELIO, LLC, a joint venture company in the Untied States of America, which was established in order to provide wireless telecommunication services in the United States of America (see Note 29. (b)).
(note i)	Even though the Company and its subsidiary’s ownership interest is 100%, Cyworld Japan Co., Ltd. is excluded from the consolidation and accounted for using the equity method as its total assets at the beginning of the fiscal year were less than W7 billion, in accordance with Korean GAAP.
(note j)	As allowed under Korean GAAP, investments in equity securities of SK Telecom Europe Limited and certain others were not accounted for using the equity method of accounting, as changes in the Company’s portion of shareholders’ equity of such investees were not expected to be material.

				For the Year Ended December 31, 2003
																				Equity in
												Equity in				Equity in				Capital Surplus
				Beginning								Earnings				Retained				and Capital				Dividend				Other				Ending
				Balance				Acquisition				(Losses)				Earning				Adjustments				Received				Decrease				Balance
SK C&C Co., Ltd.				W	39,687			W	—			W	7,962			W	—			W	45,795			W	(600	)		W	—			W	92,844
STIC Ventures Co., Ltd.		(note a)			6,884				—				44				(3	)			161				—				—				7,086
Eonex Technologies, Inc.		(note b)			4,615				—				(22	)			—				—				—				(4,593	)			—
VCASH Co., Ltd.		(note a)			2,232				—				(1,353	)			(30	)			199				—				—				1,048
WiderThan Co., Ltd.					1,750				—				1,465				—				(27	)			—				—				3,188
Skytel Co., Ltd.					2,576				—				694				—				152				(21	)			—				3,401
SK China Co., Ltd.					3,482				—				(1,864	)			—				65				—				—				1,683
SK-QC Wireless Development Fund					5,993				—				(79	)			—				(13	)			—				—				5,901
SKT-HP Ventures, LLC					5,990				—				17				—				(47	)			—				—				5,960
CDMA Mobile Phone Center		(note c)			63,354				—				(13,839	)			—				—				—				(71	)			49,444
				W	136,563			W	—			W	(6,975	)		W	(33	)		W	46,285			W	(621	)		W	(4,664	)		W	170,555

(note a)	Effective January 1, 2003, the Company’s investees including STIC Ventures Co., Ltd. and VCASH Co., Ltd., adopted SKAS No. 3, “Intangible Assets”. This statement requires that organization cost be

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	charged to expenses as incurred and the unamortized organization costs at January 1, 2003 be offset against the beginning retained earnings. To reflect the Company’s portion of the decrease in the beginning retained earnings of the investees, the Company reduced its beginning retained earnings of 2003.
(note b)	Investments in common stock of Eonex Technologies, Inc. were reclassified to available-for-sale securities as the Company’s ownership in Eonex Technologies, Inc. decreased to 16.1% from 22.5% during the first quarter of 2003.
(note c)	The other decrease in investments in equity securities of CDMA Mobile Phone Center represents a translation loss incurred from translating the foreign currency financial statements of SLD Telecom PTE Ltd., an overseas subsidiary of the Company, which makes investments in CDMA Mobile Phone Center, into Korean won.

				For the Year Ended December 31, 2004
																Equity in
												Equity in				Capital Surplus
				Beginning								Earnings				and Capital				Dividend				Other				Ending
				Balance				Acquisition				(Losses)				Adjustments				Received				Decrease				Balance
SK C&C Co., Ltd.				W	92,844			W	—			W	13,322			W	95,918			W	(600	)		W	—			W	201,484
STIC Ventures Co., Ltd.					7,086				—				(123	)			514				—				—				7,477
TU Media Corp.					38,681				—				(4,213	)			124				—				—				34,592
VCASH Co., Ltd.					1,048				—				(657	)			—				—				(391	)			—
Aircross Co., Ltd.		(note a)			300				—				659				(19	)			—				—				940
WiderThan Co., Ltd.		(note b)			3,188				—				—				—				—				(3,188	)			—
Skytel Co., Ltd.					3,401				—				1,070				(603	)			(155	)			—				3,713
SK China Co., Ltd.					1,683				—				(595	)			(258	)			—				—				830
SK USA, Inc.		(note a)			3,184				—				168				(296	)			—				—				3,056
SK-QC Wireless Development Fund					5,901				—				4				(759	)			—				—				5,146
SKT-HP Ventures, LLC					5,960				—				62				(741	)			—				—				5,281
CDMA Mobile Phone Center		(note c)			49,444				5,979				(21,651	)			—				—				(8,655	)			25,117
				W	212,720			W	5,979			W	(11,954	)		W	93,880			W	(755	)		W	(12,234	)		W	287,636

(note a)	As their total assets at the beginning of 2004 were over W7 billion, effective January 1, 2004, investments in equity securities of SK USA, Inc. and Aircross Co., Ltd. are accounted for using the equity method of accounting.
(note b)	As the Company’s ownership in WiderThan Co., Ltd. decreased to 14.3% form 20% in 2004, investments in common stock of WiderThan Co., Ltd. are reclassified to available-for-sale securities in 2004.
(note c)	SLD Telecom PTE Ltd. (“SLD”), an oversea subsidiary of the Company, accounted for the in-kind contribution of network equipment to CDMA Mobile Phone Center as an increase in the investment securities and the reimbursement in the amount equal to depreciation of such network equipment in accordance with the Business Co-Operation Contract between SLD and Saigon Post and Telecommunication Service Corp., a Vietnamese counterparty, was accounted for as a decrease in the investment. During the year ended December 31, 2004, SLD got such reimbursement of W4,046 million from CDMA Mobile Phone Center and decreased the investment in CDMA Mobile Phone Center by the same amount. In addition, translation loss of W4,609 million incurred from translating the foreign currency financial statement of SLD Telecom PTE Ltd. into Korean won was accounted for as a decrease in the investment in CDMA Mobile Phone Center.

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				For the Year Ended December 31, 2005
																Equity in
																Capital
												Equity in				Surplus and								Other
				Beginning								Earnings				Capital				Dividend				Increase				Ending
				Balance				Acquisition				(Losses)				Adjustments				Received				(Decrease)				Balance
Pantech Co., Ltd.		(note a)		W	—			W	—			W	93			W	(183	)		W	—			W	55,822			W	55,732
SK C&C Co., Ltd.		(note b)			201,484				—				18,102				(50,742	)			(600	)			—				168,244
STIC Ventures Co., Ltd.		(note c)			7,477				—				(779	)			317				—				1,364				8,379
TU Media Corp.					34,592				25,611				(27,852	)			(8	)			—				—				32,343
Aircross Co., Ltd.					940				—				26				—				—				—				966
WiderThan Co., Ltd.		(note d)			—				—				868				7				—				10,628				11,503
IHQ, Inc.		(note c)			—				14,440				(197	)			410				—				102				14,755
Harex Info Tech, Inc.		(note e)			3,375				—				(845	)			—				—				—				2,530
Skytel Co., Ltd.		(note b)			3,713				—				1,377				(120	)			(184	)			—				4,786
SK China Company Ltd.					830				—				(295	)			(50	)			—				—				485
HELIO, LLC		(note f)			—				123,586				(21,550	)			—				—				236				102,272
SK USA, Inc.					3,056				—				316				(93	)			—				—				3,279
SKT-QC Wireless Development Fund		(note g)			5,146				—				—				—				—				(5,146	)			—
SKT-HP Ventures, LLC					5,281				—				167				(158	)			—				—				5,290
CDMA Mobile Phone Center		(note h)			25,116				33,950				(13,376	)			—				—				(4,880	)			40,810
SK Mobile		(note i)			1,151				14,213				(2,566	)			(22	)			—				(12,776	)			—
Cyworld Japan Co., Ltd.					—				4,466				(3,867	)			127				—				—				726
Etoos Group Inc.					—				3,095				(498	)			(11	)			—				—				2,586
				W	292,161			W	219,361			W	(50,876	)		W	(50,526	)		W	(784	)		W	45,350			W	454,686

(note a)	The other increase in investments in equity securities of Pantech Co., Ltd. is net of the carrying amount of the investment in equity securities of SK Teletech Co., Ltd. amounting to W56,091 million reclassified to equity securities accounted for using the equity method as a result of the decrease in the Company’s ownership in SK Teletech Co., Ltd. to less than 50% and the dilution of the Company’s equity portion of W269 million as a result of the merger between Pantech Co., Ltd. and SK Teletech Co., Ltd.
(note b)	The Company received dividends from SK C&C Co., Ltd. and Skytel Co., Ltd. and the corresponding amount was deducted from its equity method securities.
(note c)	The other increases in investments in equity securities of STIC Ventures Co., Ltd. and IHQ, Inc. represent gains on disposal of investments in equity securities resulting from the dilution of the Company’s ownership as a result of the fact that investees sold its unissued shares to third parties directly.
(note d)	The other increase in investments in equity securities of WiderThan Co., Ltd. represents the carrying amount of the investment in equity securities of WiderThan Co., Ltd. amounting to W3,188 million reclassified to equity securities accounted for using the equity method from available-for-sale securities and gains on disposal of investments in equity method investee of W7,440 million resulting from the dilution of the Company’s ownership as a result of the fact that investees sold its unissued shares to third parties directly.
(note e)	Effective January 1, 2005, the Company recorded its investments in Harex Info Tech, Inc. using the equity method of accounting as changes in the Company’s portion of such investees’ equity amounts resulting from applying the equity method of accounting is material.

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(note f)	The increase in investments in equity securities of HELIO, LLC represents a translation gain incurred from translating the financial statements of SK Telecom USA Holdings, Inc. denominated in foreign currency, which makes investments in HELIO, LLC, into Korean won.
(note g)	Investment was fully liquidated due to dissolution of SKT-QC Wireless Development Fund during the year ended December 31, 2005.
(note h)	During the year ended December 31, 2005, SLD got the reimbursement of W3,956 million from CDMA Mobile Phone Center and decreased the investment in CDMA Mobile Phone Center by the same amount. In addition, translation loss of W924 million incurred from translating the foreign currency financial statement of SLD Telecom PTE Ltd. into Korean won was accounted for as a decrease in the investment in CDMA Mobile Phone Center.
(note i)	Effective January 1, 2005, SK Mobile became an equity method investee of SK Teletech Co., Ltd., a former subsidiary of the Company as changes in SK Teletech Co., Ltd.’s portion of such investee’s equity amounts resulting from applying the equity method of accounting was material. Effective July 1, 2005, the investment in equity securities of SK Teletech Co., Ltd. was reclassified to equity securities accounted for using the equity method, which resulted in the exclusion of SK Mobile from equity securities accounted for using the equity method.

For the Year Ended December 31, 2003

Beginning

Ending

Balance

Increase

Amortization

Balance

SK C&C Co., Ltd.

W

6,088

W

—

W

(406

)

W

5,682

For the Year Ended December 31, 2004

Beginning

Ending

Balance

Increase

Amortization

Balance

SK C&C Co., Ltd.

W

5,682

W

—

W

(406

)

W

5,276

		For the Year Ended December 31, 2005
		Beginning												Ending
		Balance				Increase				Amortization				Balance
Pantech Co., Ltd.		W	—			W	820			W	(27	)		W	793
SK C&C Co., Ltd.			5,276				—				(406	)			4,870
TU Media Corp.			—				1,045				(52	)			993
IHQ, Inc.			—				7,377				(1,110	)			6,267
Harex Info Tech, Inc.			—				1,752				(350	)			1,402
Etoos Group Inc.			—				1,914				(333	)			1,581
Total		W	5,276			W	12,908			W	(2,278	)		W	15,906

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For the Year Ended December 31, 2004

Beginning

Ending

Balance

Increase

Decrease

Balance

SK China Company Ltd.

W

—

W

1,086

W

—

W

1,086

		For the Year Ended December 31, 2005
		Beginning												Ending
		Balance				Increase				Decrease				Balance
SK China Company Ltd.		W	1,086			W	—			W	—			W	1,086
Cyworld Japan Co., Ltd.			—				2,569				(43	)			2,526
Total		W	1,086			W	2,569			W	(43	)		W	3,612

		Market Price
		per Share (in				Shares Owned				Market
		Korean Won)				by the Company				Price
Pantech Co., Ltd.		W	5,900				25,570,306			W	150,865
WiderThan Co., Ltd.			15,408				2,000,000				30,816
IHQ, Inc.			9,220				8,000,000				73,760

						Total								Net Income
		Total Assets				Liabilities				Revenue				(Loss)
Pantech Co., Ltd.		W	843,996			W	604,118			W	655,089			W	(21,745	)
SK C&C Co., Ltd.			1,544,980				1,000,400				1,002,668				61,693
STIC Ventures Co., Ltd.			57,040				18,755				11,845				(3,347	)
TU Media Corp.			393,945				287,966				21,550				(96,487	)
Aircross Co., Ltd.			12,178				9,642				15,240				69
WiderThan Co., Ltd.			155,388				37,773				78,467				4,052
IHQ, Inc.			65,487				24,661				50,123				6,235
Harex Info Tech, Inc.			5,977				648				1,173				(2,337	)
Skytel Co., Ltd.			23,812				6,387				13,580				4,824
SK China Company Ltd.			8,121				536				1,849				(1,423	)
HELIO, LLC			225,322				20,733				24,812				(43,100	)
SK USA, Inc.			8,387				1,695				8,139				646
SKT-HP Ventures, LLC			10,584				5				342				333
CDMA Mobile Phone Center			110,468				28,847				27,359				(26,750	)
Cyworld Japan Co., Ltd.			4,689				1,914				9				(1,594	)
Etoos Group Inc.			14,814				9,898				14,042				(5,739	)

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		2003				2004				2005
Loans to employees’ stock ownership association		W	33,788			W	22,546			W	14,586
Loans to employees for housing and other (3 - 4%)			8,587				8,859				4,799
		W	42,375			W	31,405			W	19,385

		Useful
		Lives
		(Years)		2003				2004				2005
Land				W	449,377			W	466,459			W	466,562
Buildings and structures		15, 30			1,081,134				1,445,593				1,484,360
Machinery		3-6			8,440,624				9,584,526				10,510,486
Vehicles		3-4			19,741				21,710				21,680
Other		3-4			794,495				791,829				825,133
Construction in progress					323,490				138,002				264,309
Total					11,108,861				12,448,119				13,572,530
Less accumulated depreciation					(6,467,314	)			(7,744,197	)			(8,909,161	)
Property and equipment, net				W	4,641,547			W	4,703,922			W	4,663,369

			For the Year Ended December 31, 2003
			Beginning																				Ending
			Balance				Acquisition				Disposal				Transfer				Depreciation				Balance
Land			W	439,915			W	6,381			W	(4,793	)		W	7,874			W	—			W	449,377
Buildings and structures				778,832				9,393				(4,599	)			100,341				(40,166	)			843,801
Machinery				2,475,663				125,332				(4,996	)			1,360,240				(1,285,271	)			2,670,968
Vehicles				6,353				1,012				(123	)			63				(3,137	)			4,168
Other				515,722				861,333				(4,329	)			(916,464	)			(106,519	)			349,743
Construction in progress				352,932				644,188				—				(673,630	)			—				323,490
	Total		W	4,569,417			W	1,647,639			W	(18,840	)		W	(121,576	)		W	(1,435,093	)		W	4,641,547

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			For the Year Ended December 31, 2004
			Beginning																				Ending
			Balance				Acquisition				Disposal				Transfer				Depreciation				Balance
Land			W	449,377			W	3,395			W	(2,684	)		W	16,372			W	—			W	466,460
Buildings and structures				843,801				7,239				(7,849	)			366,296				(42,945	)			1,166,542
Machinery				2,670,968				108,238				(8,098	)			1,143,335				(1,271,336	)			2,643,107
Vehicles				4,168				3,744				(425	)			674				(3,370	)			4,791
Other				349,743				740,752				(5,481	)			(697,135	)			(102,859	)			285,020
Construction in progress				323,490				768,573				(756	)			(953,305	)			—				138,002
	Total		W	4,641,547			W	1,631,941			W	(25,293	)		W	(123,763	)		W	(1,420,510	)		W	4,703,922

			For the Year Ended December 31, 2005
			Beginning																				Ending
			Balance				Acquisition				Disposal				Transfer				Depreciation				Balance
Land			W	466,460			W	723			W	(4,698	)		W	4,077			W	—			W	466,562
Buildings and structures				1,166,542				12,581				(8,095	)			35,472				(55,406	)			1,151,094
Machinery				2,643,107				54,681				(18,990	)			983,489				(1,182,664	)			2,479,623
Vehicles				4,791				1,620				(250	)			(232	)			(2,530	)			3,399
Other				285,020				766,708				(3,741	)			(657,328	)			(92,277	)			298,382
Construction in progress				138,002				580,309				—				(454,002	)			—				264,309
	Total		W	4,703,922			W	1,416,622			W	(35,774	)		W	(88,524	)		W	(1,332,877	)		W	4,663,369

8.	INTANGIBLE ASSETS

		Acquisition				Accumulated				Accumulated
		Cost at				Amortization at				Impairment at				Carrying Amounts
		December 31,				December 31,				December 31,
		2005				2005				2005				2003				2004				2005
Goodwill		W	2,409,303			W	(540,301	)		W	(70	)		W	2,129,980			W	1,994,339			W	1,868,932
Frequency use rights			1,384,433				(200,141	)			—				1,251,278				1,163,319				1,184,292
Software development costs			230,439				(163,947	)			(501	)			137,810				105,955				65,991
Other			623,545				(288,445	)			(1,426	)			155,876				259,290				333,674
		W	4,647,720			W	(1,192,834	)		W	(1,997	)		W	3,674,944			W	3,522,903			W	3,452,889

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		For the Year Ended December 31, 2003
		Beginning																				Ending
		Balance				Acquisition				Disposal				Transfer				Amortization				Balance
Goodwill		W	2,255,868			W	9,374			W	—			W	(111	)		W	(135,151	)		W	2,129,980
Software development costs			91,337				26,665				—				56,512				(36,704	)			137,810
Frequency use rights			1,259,253				—				—				—				(7,975	)			1,251,278
Other			114,777				28,982				(7,275	)			54,371				(34,979	)			155,876
		W	3,721,235			W	65,021			W	(7,275	)		W	110,772			W	(214,809	)		W	3,674,944

		For the Year Ended December 31, 2004
		Beginning																								Ending
		Balance				Acquisition				Disposal				Transfer				Amortization				Impairment				Balance
Goodwill		W	2,129,980			W	647			W	—			W	—			W	(136,288	)		W	—			W	1,994,339
Software development costs			137,810				6,235				(3,349	)			10,545				(45,244	)			(42	)			105,955
Frequency use rights			1,251,278				—				—				7,800				(95,759	)			—				1,163,319
Other			155,876				65,494				(865	)			93,514				(54,729	)			—				259,290
		W	3,674,944			W	72,376			W	(4,214	)		W	111,859			W	(332,020	)		W	(42	)		W	3,522,903

		For the Year Ended December 31, 2005
		Beginning																								Ending
		Balance				Acquisition				Disposal				Transfer				Amortization				Impairment				Balance
Goodwill		W	1,994,339			W	—			W	—			W	9,223			W	(134,630	)		W	—			W	1,868,932
Frequency use rights			1,163,319				117,380				—				—				(96,407	)			—				1,184,292
Software development costs			105,955				1,472				—				—				(41,436	)			—				65,991
Other			259,290				80,642				(342	)			64,522				(70,178	)			(260	)			333,674
		W	3,522,903			W	199,494			W	(342	)		W	73,745			W	(342,651	)		W	(260	)		W	3,452,889

		Amount				Description		Residual Useful Lives
Goodwill		W	1,820,884			Goodwill related to acquisition of Shinsegi Telecomm, Inc.			14 years and 3  months
IMT license			1,059,871			Frequency use rights relating to WCDMA Service			(note a	)
WiBro license			117,000			WiBro Service			(note b	)
DMB license			7,421			DMB Service			10 years and 6  months
Software development costs			65,991			Software for business use			1-5 years

(note a)	Amortization of the IMT license commenced when the Company started its commercial IMT 2000 service in December 2003, using the straight-line method over the estimated useful life (13 years) of the IMT license which expires in December 2016.
(note b)	The Company purchased the WiBro license from MIC on March 20, 2005. The license period is seven years from that date. Amortization of the WiBro license will be on a straight line basis over the remaining useful life from the commencement date of the Company’s commercial WiBro services.

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				Maturity				Annual Interest
				Year				Rate (%)				2003				2004				2005
Domestic general bonds					2004				5.0-7.0			W	1,120,000			W	—			W	—
		”			2005				6.0				500,000				500,000				—
		”			2006				5.0-6.0				800,000				800,000				800,000
		”			2007				5.0-6.0				700,000				700,000				700,000
		”			2008				5.0				300,000				300,000				300,000
		”			2009				5.0				—				300,000				300,000
		”			2010				4.0				—				—				200,000
		”			2011				3.0				—				200,000				200,000
Dollar denominated bonds
	(US$200,078)				2004				7.75				239,653				—				—
	(US$300,000)				2011				4.25				—				313,140				303,900
Convertible bonds (US$329,450)					2009				—				—				385,885				385,885
Bonds with stock purchase warrants (US$4,000)					2006				6M Libor-0.3				4,791				—				—
													3,664,444				3,499,025				3,189,785
Less discounts on bonds													(47,553	)			(51,467	)			(40,016	)
Less conversion right adjustments													—				(82,245	)			(65,218	)
Add long-term accrued interest													491				24,808				24,808
Net													3,617,382				3,390,121				3,109,359
Less portion due within one year													(1,355,514	)			(498,278	)			(795,151	)
Long-term portion												W	2,261,868			W	2,891,843			W	2,314,208

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		Final
		Maturity				Annual Interest Rate
Lender		Year				(%)				2003				2004				2005
Korea Development Bank			2004				3M Libor + 3.45				US$4,478				US$—				US$—
Woori Bank			2005				Floating rate + 0.2				4,089				—				—
Fine Bank			2008				3.50~3.90				¥—				¥—				¥14,802
Fine Bank			2009				3.11				—				—				12,800
Total in foreign currency											US$8,567				US$—				US$—
											¥—				¥—				¥27,602
Equivalent in Korean won										W	10,262			W	—			W	237
Less portion due within one year											(8,629	)			—				(82	)
Long-term portion										W	1,633			W	—			W	155

11.	SUBSCRIPTION DEPOSITS

		Deposit per
Service type		Subscriber				2003				2004				2005
Cellular		W	200,000			W	44,197			W	31,440			W	23,770

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12.	LEASES

		Annual Lease
		Payments				Interest				Principal
2006		W	15,328			W	989			W	14,339
2007			8,846				352				8,494
2008			1,734				24				1,710
Total		W	25,908			W	1,365				24,543
Less portion due within one year											(14,339	)
Capital lease liabilities										W	10,204

13.	ASSETS AND LIABILITIES DENOMINATED IN FOREIGN CURRENCIES

		Foreign Currencies												Korean Won Equivalent
		2003				2004				2005				2003				2004				2005
Cash and cash equivalents			US$24,407				US$4,875				US$11,826			W	29,234			W	5,088			W	11,980
			¥8				¥6				—				—				—				—
			EUR17				—				EUR3				26				—				3
			GBP5				—				—				10				—				—
			—				—				VND902,819				—				—				58
			—				—				SG$30				—				—				18
Short-term financial instruments			US$31,492				—				—				37,721				—				—
Accounts receivable — trade			US$8,627				US$19,284				US$31,334				10,333				20,129				31,741
			SG$743				—				—				522				—				—
			—				—				EUR248				—				—				298

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		Foreign Currencies												Korean Won Equivalent
		2003				2004				2005				2003				2004				2005
Accounts receivable — other			US$12,844				US$2,989				US$3,364				15,385				3,120				3,408
			—				—				VND6,173,479				—				—				394
Guarantee deposits			US$193				US$142				—				232				149				—
			¥16,337				¥15,756				¥16,156				183				159				139
Total assets														W	93,646			W	28,645			W	48,039
Accounts payable — trade			S$15,432				US$17,406				US$28,360			W	18,485			W	18,169			W	28,728
			¥555,277				¥26,240				—				6,217				266				—
Short-term borrowings			US$26,853				US$19,392				—				32,164				20,241				—
			¥2,255,431				¥438,499				—				25,252				4,438				—
			EUR 7				EUR 207				—				10				294				—
			—				GBP260				—				—				522				—
Accounts payable — other			US$35,759				US$13,539				US$15,737				42,832				14,132				15,942
			¥20,606				¥60,678				¥8,498				231				614				73
			HK$267				HK$217				HK$254				41				29				33
			CNY140				CNY1				—				20				—				—
			GBP304				GBP 118				GBP453				648				237				791
			SG$5				SG$5				SG$22				3				3				13
			EUR10				EUR348				EUR504				15				495				604
			AU$1				—				—				1				—				—
			CHF4				—				CHF19				4				—				15
			—				—				CAD2				—				—				2
			—				—				VND11,823,640				—				—				755
Accrued expenses			US$71				US$84				—				86				88				—
			¥1,300				—				—				15				—				—
			EUR 23				—				—				1				—				—
Obligation under capital leases including current portion			US$101				—				—				121				—				—
Total liabilities														W	126,146			W	59,528			W	46,956

14.	CAPITAL STOCK AND CAPITAL SURPLUS

		2003				2004				2005
Authorized shares			220,000,000				220,000,000				220,000,000
Issued shares			82,276,711				82,276,711				82,276,711
Outstanding shares, net of treasury stock			73,614,308				73,614,296				73,614,296

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			Number of								Capital
			Shares Issued				Common Stock				Surplus
At January 1, 2003				89,152,670			W	44,576			W	2,884,382
	Excess unallocated purchase price (note a)			—				—				(230	)
	Retirement of treasury stock (note b)			(7,002,235	)			—				—
	Issuance of common stock for the merger with SK IMT Co., Ltd. (note c)			126,276				63				31,809
	Gain on disposal of investments In common stock of subsidiary			—				—				58
	Equity in capital surplus changes of affiliates			—				—				(4,463	)
At December 31, 2003				82,276,711				44,639				2,911,556
	Excess unallocated purchase price (note a)			—				—				(77	)
	Considerations for conversion right (note d)			—				—				67,279
	Equity in capital surplus changes of affiliates			—				—				(10,457	)
At December 31, 2004				82,276,711				44,639				2,968,301
	Deferred tax effect of temporary difference related to conversion rights (note e)			—				—				(18,502	)
	Transfer of stock option from capital adjustment (note f)			—				—				1,533
	Equity in capital surplus changes of affiliates			—				—				3,508
At December 31, 2005				82,276,711			W	44,639			W	2,954,840

(note a)	During the years ended December 31, 2003 and 2004, the Company paid W230 million and W77 million, respectively, to certain former shareholders of Shinsegi Telecomm, Inc. in accordance with the ruling of the court and deducted it from capital surplus in accordance with Korean GAAP.
(note b)	The Company retired 4,457,635 shares and 2,544,600 shares of treasury stock on January 3, 2003 and August 20, 2003, respectively, and reduced unappropriated retained earnings in accordance with the Korean Commercial Laws.
(note c)	The excess of acquired net assets over the par value of W63 million for the issuance of 126,276 shares of new common stock to minority shareholders of SK IMT Co., Ltd. upon the merger dated May 1, 2003, was added to capital surplus in accordance with Korean GAAP.
(note d)	The Company issued zero coupon convertible bonds in the principal amount of US$329,450,000 at US$324,923,469 with an initial conversion price of W235,625 per share of the Company’s common stock on May 27, 2004 and the considerations for conversion right of W67,279 million was added to capital surplus in accordance with Korean GAAP (see Note 2(j)).
(note e)	The tax effect of temporary difference related to consideration for conversion rights was deducted directly from related components of stockholders’ equity, pursuant to adoption of SKAS No. 16 for the year ended December 31, 2005 (see Note 2(x)).
(note f)	During the year ended December 31, 2005, the exercisable period for the stock options representing 17,800 shares, of which recognized compensation costs was W1,533 million, expired and the related stock options of W1,533 million in capital adjustments were transferred to capital surplus in accordance with Korean GAAP.

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15.	RETAINED EARNINGS

		2003				2004				2005
Appropriated		W	4,743,822			W	4,733,936			W	5,470,701
Unappropriated			396,089				1,418,962				1,796,948
		W	5,139,911			W	6,152,898			W	7,267,649

		2003				2004				2005
Legal reserve		W	22,288			W	22,320			W	22,320
Reserve for improvement of financial structure			33,000				33,000				33,000
Reserve for loss on disposal of treasury stock			221,197				477,182				477,182
Reserve for research and manpower development			559,198				776,296				822,061
Reserve for business expansion			3,908,139				3,425,138				4,116,138
		W	4,743,822			W	4,733,936			W	5,470,701

a.	Legal Reserve

b.	Reserve for Improvement of Financial Structure

c.	Reserves for Loss on Disposal of Treasury Stock and Research and Manpower Development

d.	Reserve for Business Expansion

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16.	TREASURY STOCK

17.	STOCK OPTIONS

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						Recognized
		Total				Compensation Cost												Compensation				Stock Option in Capital Adjustment
		Compensation																Cost to be
Grant Date		Cost				2003				2004				2005				Recognized				2003				2004				2005
March 17, 2000 (note a)		W	1,533			W	128			W	—			W	—			W	—			W	1,533			W	1,533			W	—
March 16, 2001			234				79				10				—				—				224				234				234
March 8, 2002			3,246				1,082				1,082				180				—				1,984				3,066				3,246
		W	5,013			W	1,289			W	1,092			W	180			W	—			W	3,741			W	4,833			W	3,480

(note a)	During the year ended December 31, 2005, the exercisable period for stock options representing 17,800 shares, for which the Company had recognized compensation cost of W1,533 million, expired and the related stock options of W1,533 million in capital adjustments were transferred to capital surplus.

		2003				2004				2005
Pro forma ordinary income (in millions of Korean won)		W	2,751,221			W	2,121,238			W	2,561,268
Pro forma ordinary income per common shares			26,145				20,234				25,439
Pro forma net income (in millions of Korean won)			1,962,986				1,489,542				1,872,680
Pro forma net income per common shares			26,145				20,234				25,439

18.	INCOME TAXES

		2003				2004				2005
Currently		W	668,180			W	551,405			W	685,541
Changes in net deferred tax liabilities			120,879				78,356				7,718
Income tax expenses		W	789,059			W	629,761			W	693,259

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		2003				2004				2005
Income taxes at statutory income tax rate of 27% in 2003 and 2004 and 25% in 2005		W	743,671			W	573,257			W	640,391
Resident surtax payable			74,367				57,326				64,039
Tax credit for investments, technology and human resource development and others			(83,826	)			(89,080	)			(100,160	)
Special surtax for agriculture and fishery industries and other			13,685				13,736				18,838
Goodwill amortization not deductible for tax purpose			38,213				35,382				35,382
Undistributed earnings (unrecognized deficit) of subsidiaries			(5,909	)			11,011				4,846
Effect of the change in income tax rate (note a)			(20,204	)			—				—
Other permanent differences			15,327				28,581				12,973
Increase (decrease) in valuation allowance			13,735				(452	)			16,950
Recorded income taxes		W	789,059			W	629,761			W	693,259
Effective tax rate			28.65	%			29.66	%			27.06	%

(note a)	Pursuant to a revision in the Korean Corporate Income Tax Law during 2003, statutory corporate income tax rate including resident surtax is changed from 29.5% to 27.5%, effective January 1, 2005. Such change in statutory corporate income tax rate resulted in a decrease in deferred tax liabilities as of December 31, 2003 by W20,204 million.

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			2003				2004				2005
Current (note a):
Allowance for doubtful accounts			W	—			W	—			W	39,334
Write-off of doubtful accounts				—				—				9,239
Accrued interest income				—				—				(1,229	)
Net operating loss carryforwards				—				—				17
Tax credit carryforwards				—				—				89
Other				—				—				18,623
Net deferred tax assets — current				—				—				66,073
Non-Current (note a):
Allowance for doubtful accounts				22,039				19,649				—
Write-off doubtful accounts				9,587				9,764				—
Accrued interest income				(2,026	)			(2,463	)			—
Trading securities				1				(561	)			—
Depreciation				3,712				(40,220	)			(47,472	)
Loss on impairment of investment securities				30,757				32,851				32,959
Loss on disposition of properties				—				11,480				—
Foreign currency translation loss				774				—				—
Equity in losses of affiliates				(6,593	)			(12,671	)			(10,244	)
Unrecognized deficit (undistributed earnings) of subsidiaries				(3,364	)			(9,434	)			13,732
Tax free reserve for research and manpower development				(182,518	)			(195,103	)			(211,208	)
Tax free reserve for loss on disposal of treasury stock				(130,373	)			(130,372	)			(130,372	)
Loss on valuation of foreign currency swap				—				—				3,642
Loss on valuation of derivatives (capital adjustment)				—				—				5,377
Considerations for conversion right				—				—				(18,502	)
Equity in Capital Adjustments of Affiliates				—				—				(21,967	)
Net operating loss carryforwards				29,575				25,371				24,108
Tax credit carryforwards				1,162				5,003				—
Other				39,693				18,510				15,091
Total deferred tax liabilities				(187,574	)			(268,196	)			(344,856	)
Valuation allowance for:
	Depreciation			—				(5,321	)			(6,022	)
	Net operating loss carryforwards			(29,575	)			(24,980	)			(23,523	)
	Other			(8,880	)			(7,555	)			(25,260	)
Net deferred tax assets liabilities — non-current			W	(226,029	)		W	(306,052	)		W	(399,661	)

(note a)	Effective January 1, 2005, deferred income tax assets and liabilities which were presented on the balance sheet as a single non-current net number through 2004, are separated into current and non-current portions, pursuant to adoption of SKAS No. 16 “Income Taxes”. Such newly adopted accounting

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	standards are prospectively applied as allowed by SKAS No. 16. As a result, the deferred income tax liabilities at December 31, 2003 and 2004 were not separated into current and non-current portions to reflect the effect of such new adoption of SKAS No. 16.

		Net Operating Loss				Tax Credit
Year Ending December 31,		Carryforwards				Carryforwards
2006		W	62			W	89
2007			2,302				—
2008			14,520				—
2009			52,892				—
2010			19,542				—
Total		W	89,318			W	89

Considerations for conversion right			W	(18,502	)
Unrealized loss on valuation of long-term investment securities				15,966
Equity in capital adjustment of affiliates, net				(24,119	)
Loss on valuation of currency swap				5,377
Foreign-based operations’ translation adjustment				2
	Total		W	(21,276	)

19.	INCOME PER SHARE

		2003				2004				2005
Net income		W	1,966,100			W	1,491,479			W	1,872,978
Weighted average number of common shares outstanding			75,078,219				73,614,297				73,614,296
Net income per share		W	26,187			W	20,261			W	25,443

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									Weighted				Weighted
					Number of				Number of				Number of
			Date		Shares				Days				Shares
For 2003:
	At January 1, 2003		—			89,152,670				365/365				89,152,670
	Treasury stock, at the beginning		—			(9,310,607	)			365/365				(9,310,607	)
	Purchase of treasury stock		Jan. 10			(3,809,288	)			356/365				(3,715,360	)
	Purchase of fractional shares		Feb. 3			(52	)			332/365				(47	)
	Purchase of fractional shares		May 1			(91	)			233/365				(58	)
	Issuance of common stock		May 1			126,276				233/365				80,609
	Treasury stock		(note a)			(2,544,600	)			—				(1,128,988	)
	Total					73,614,308								75,078,219
For 2004:
	At January 1, 2004		—			82,276,711				366/366				82,276,711
	Treasury stock, at the beginning		—			(8,662,403	)			366/366				(8,662,403	)
	Purchase of fractional shares		Feb. 20			(12	)			316/366				(11	)
	Total					73,614,296								73,614,297
For 2005:
	At January 1, 2005		—			82,276,711				365/365				82,276,711
	Treasury stock, at the beginning		—			(8,662,415	)			365/365				(8,662,415	)
	Total					73,614,296								73,614,296

(note a)	Such treasury stock was acquired or disposed of on several different dates in 2003, and the weighted number of shares was calculated according to each transaction date.

		2003				2004				2005
Adjusted net income		W	1,966,100			W	1,498,797			W	1,886,033
Adjusted weighted average number of common shares outstanding			75,078,219				74,596,777				75,332,996
Diluted net income per share		W	26,187			W	20,092			W	25,036

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							Average Weighted				Per-share
			Net Income				Number of Shares				Amount
			(In millions of								(In Korean Won)
			Korean Won)
For 2003
	Basic net income per share		W	1,966,100				75,078,219			W	26,187
	Effect of stock option (note a)			—				—
	Diluted net income per share		W	1,966,100				75,078,219			W	26,187
For 2004
	Basic net income per share		W	1,491,479				73,614,297			W	20,261
	Effect of stock option (note a)			—				—
	Effect of convertible bonds (note b)			7,318				982,480
	Diluted net income per share		W	1,498,797				74,596,777			W	20,092
For 2005
	Basic net income per share		W	1,872,978				73,614,296			W	25,443
	Effect of stock option (note a)			—				—
	Effect of convertible bonds (note b)			13,055				1,718,700
	Diluted net income per share		W	1,886,033				75,332,996			W	25,036

(note a)	In the years ended December 31, 2003, 2004 and 2005, the assumed exercise of stock options was not reflected in diluted earnings per share because the exercise of stock options would not dilute the earnings per share.
(note b)	The effect of convertible bonds are increase in net income related to interest expense that would not have incurred, and increase in the weighted average number of common shares outstanding related to common shares that would have been issued, assuming the conversion of convertible bonds issued on May 27, 2004 (see Note 9).

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Fiscal				Number of				Face				Dividend
Year		Dividend Type		Shares Outstanding				Value				Ratio				Dividends
2003		Cash dividends			73,614,308			W	500				1,100%			W	404,878
2004		Cash dividends (interim)			73,614,308			W	500				200%			W	73,614
		Cash dividends (year-end)			73,614,296			W	500				1,860%			W	684,613
		Total														W	758,227
2005		Cash dividends (interim)			73,614,296			W	500				200%			W	73,614
		Cash dividends (year-end)			73,614,296			W	500				1,600%			W	588,915
		Total														W	662,529

		2003				2004				2005
Dividends		W	404,878			W	758,227			W	662,529
Net income			1,966,100				1,491,479				1,872,978
Dividends payout ratio			20.59	%			50.84	%			35.37	%

		2003				2004				2005
Dividend per share		W	5,500			W	10,300			W	9,000
Stock price at the year-end			199,000				197,000				181,000
Dividends yield ratio			2.76	%			5.23	%			4.97	%

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Asset

Risk

Book Value

Coverage

Inventories and property and

US$68,000

equipment

Fire and comprehensive liability

W

3,754,241

W

7,395,950

Description			2003				2004				2005
Transactions
SK Engineering & Construction Co., Ltd.:
	Construction (note a)			324,260				419,871				257,823
	Commissions paid and other expense			7,662				6,148				6,593
	Commission income and other income			776				1,348				2,580
SK Networks (formerly known as SK Global):
	Purchases of property and equipment			3,853				3,144				7,220
	Purchases of inventory			—				—				2,800
	Commissions paid, leased line and other expense			214,101				411,053				432,967
	Sales of handsets and other income			491,978				1,177,249				279,197
SK Corporation:
	Purchases of property and equipment			3,831				4,071				1,302
	Commissions paid and other expense			35,612				55,921				48,266
	Commission income and other income			5,370				8,826				9,243
SK Telesys:
	Purchases of property and equipment			188,111				188,822				294,829
	Commissions paid and other expenses			1,717				3,102				7,410
	Commission income and other income			385				879				575
SKC:
	Purchases of inventories			204,694				899,260				219,767
	Disposal of inventories and other			18				—				—
	Commissions paid and other expenses			3,120				2,192				13,316
	Commission income and other income			747				584				32
Innoace:
	Purchases of property and equipment			35,225				23,776				13,652
	Commissions paid and other expenses			314				4,337				2,109
	Commission income and other income			8,969				296				218

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Description			2003				2004				2005
WiderThan Co., Ltd.:
	Purchases of property and equipment			22,643				3,780				13,248
	Commissions paid and other expenses			49,939				82,380				98,211
	Commission income and other income			665				2,216				2,277
SK C&C Co., Ltd.:
	Purchases of property and equipment			182,774				130,243				249,633
	Commissions paid and other expenses (note b)			284,319				295,562				322,856
	Commission income and other income			8,200				7,918				7,853
Balances
SK Engineering & Construction Co., Ltd.:
	Accounts receivable			92				76				97
	Accounts payable			63,442				135,213				21,326
	Guarantee deposits received			90				408				942
SK Networks (formerly known as SK Global):
	Accounts receivable			107,782				216,412				1,787
	Guarantee deposits			113				113				113
	Accounts payable			63,641				20,047				22,237
	Guarantee deposits received			719				955				2,700
SK Corporation:
	Accounts receivable			1,571				4,843				1,643
	Guarantee deposits (note c)			103,720				103,720				37,703
	Accounts payable			2,911				20,165				6,914
	Guarantee deposits received			10,194				10,194				6,174
SK Telesys:
	Accounts receivable			50				53				3
	Accounts payable			33,904				51,954				65,819
SKC:
	Accounts receivable			53,680				15,549				—
	Guarantee deposits			—				10,266				—
	Accounts payable			93,383				115,839				—
Innoace:
	Accounts payable			25,640				15,199				6,100
	Guarantee deposits received			1,069				2,138				2,138
Widerthan Co., Ltd.:
	Accounts receivable			30				102				61
	Accounts payable			9,762				9,847				17,398
SK C&C Co., Ltd.:
	Accounts receivable			245				480				91
	Accounts payable			72,715				77,871				174,884
	Guarantee deposits received			346				346				346

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(note a)	The Company is a party to several contracts with SK Engineering and Construction Co., Ltd. related to the construction of its new corporate headquarters in Ulchiro 2-ga, Chongro-gu, Seoul. Construction of its new headquarters was completed at the end of 2004. The total payment to SK Engineering & Construction Co., Ltd. for the demolition of existing buildings on the site and construction of the new building was W209 billion.
(note b)	The Company and certain subsidiaries are party to an agreement with SK C&C Co., Ltd., pursuant to which SK C&C Co., Ltd. provides them with information technology services, dated as of December 28, 1998 and amended as of November 1, 1999. This agreement will expire on December 31, 2009, but may be terminated by the Company and certain subsidiaries without cause on a six months notice. The agreement provides that the parties will agree annually on the specific services to be provided and the monthly fees to be paid by the Company and certain subsidiaries. The Company and certain subsidiaries also enter into agreements with SK C&C Co., Ltd. from time to time for specific information technology-related projects.
(note c)	On December 19, 2000, the Company entered into an agreement with SK Corporation for the sale and leaseback of the Company’s head office with the lease period from December 19, 2000 to March 31, 2004. Under the lease agreement, in January 2001 the Company deposited refundable leasehold key money of W80,113 million and, as a result there will be no rent payment for the remaining lease period. On January 30, 2003, the Company prolonged the lease term to February 28, 2005 and deposited additional refundable leasehold key money of W20,027 million. In addition, in December 2003, the Company deposited additional refundable leasehold key money of W3,580 million. When such lease agreement was terminated in February 2005, the Company collected all leasehold key money of W103,720 million. Under another lease agreement with SK Corporation, the Company deposited refundable leasehold key money of W768 million in 2005. And SK Communications Co., Ltd., a subsidiary of the Company, has entered into an agreement with SK Corporation Co., Ltd. for the lease of its head office with the lease period from January 13, 2005 to January 31, 2007 and deposited refundable leasehold key money of W36,935 million. As a result, the refundable leasehold key money to SK Corporation as of December 31, 2005 totaled W37,703 million.

		2003				2004				2005
Beginning balance		W	86,139			W	103,679			W	61,596
Present value discount (note a)			—				—				(7,415	)
Increase			32,145				34,283				7,265
Decrease			(14,605	)			(76,366	)			(9,274	)
Ending Balance		W	103,679			W	61,596			W	52,172

(note a)	Effective January 1, 2005, pursuant to adoption of SKAS No. 17 (see Note 2(m)), Rainbow Points provision is recorded at the present value, which was recorded at nominal value through 2004.

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Fair Value

Designated

Duration of

as Cash

Not

Type

Hedged Item

Face Amount

Contract

Flow Hedge

Designated

Total

Fix-to-fixed cross currency swap

US dollar denominated bonds

US$

300,000

March 23, 2004- April 1, 2011

W

60,206

W

—

W

60,206

Fix-to-fixed cross currency swap

US dollar denominated convertible bond

US$

100,000

May 27, 2004- May 27, 2009

—

13,244

13,244

W

60,206

W

13,244

W

73,450

27.	MERGERS AND ACQUISITIONS

a.	Merger with SK IMT Co., Ltd.

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b.	Merger with Cyworld Co., Ltd.

Fair value of net assets merged							W	152
Merger cost
	Fair value of common stock issued		W	8,429
	Direct costs related to the merger (note)			1,097				9,526
Goodwill							W	9,374

(note)	The direct costs related to the merger are the liquidation income tax of W1,067 million paid for Cyworld Co., Ltd., and service fees of W30 million related to the merger.

			Aug. 1, 2003				Dec. 31, 2002
(Condensed balance sheets)
	Current assets		W	1,200			W	129
	Non-current assets			615				1,175
	Total assets		W	1,815			W	1,304
	Current liabilities		W	1,586			W	850
	Long-term liabilities			77				432
	Total liabilities			1,663				1,282
	Common stock			1,160				1,160
	Capital surplus			4,208				4,208
	Deficit			(5,216	)			(5,346	)
	Total equity			152				22
	Total liabilities and stockholders’ equity		W	1,815			W	1,304

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			Period from
			Jan. 1, 2003 to				Year Ended
			Jul. 31, 2003				Dec. 31, 2002
(Condensed statements of operations)
	Operating revenue		W	1,930			W	1,823
	Operating expenses			(2,244	)			(2,694	)
	Operating loss			(314	)			(871	)
	Other income			606				37
	Other expenses			(163	)			(721	)
	Net income (loss)		W	129			W	(1,555	)

c.	Acquisition of Seoul Records, Inc.

		In Millions of
		Korean Won
Fair value of net assets acquired		W	23,796
Goodwill			4,078
Acquisition cost		W	27,874

28.	NETWORK INTERCONNECTION CHARGES

29.	SUBSTANTIAL CHANGES IN THE BUSINESS ENVIRONMENT AND SUBSEQUENT EVENTS

a.	Acquisition of WiBro License

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b.	Establishment of HELIO, LLC., a Joint Venture Company in the U.S.

c.	Acquisition of and Merger with Etoos Group Inc.

d.	Additional Acquisition of SLD Telecom PTE Ltd.

e.	Handset Subsidies to Long-term Mobile Subscribers

f.	Request for the conversion of the convertible bond and the delivery of the treasury stock

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g.	Resolution to acquire equity interest in IHQ, Inc.

h.	Fine for improper payment of handset subsidies.

30.	RECONCILIATION TO UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES

a.	Deferred Income Taxes (see Note 2)

b.	Deferred Charges (see Note 2)

c.	Leases

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d.	Marketable Securities and Investments Securities (see Note 2)

	•	Debt securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity securities and reported at amortized cost.
	•	Debt and equity securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and reported at fair value, with unrealized gains and losses included in income.
	•	Debt and equity securities not classified as either held-to-maturity securities or trading securities are classified as available-for-sale securities and reported at fair value, with unrealized gains and losses excluded from income and reported in other comprehensive income.

							Gross				Gross
			Cost				Unrealized				Unrealized
			(Amortized Cost)				Gains				Losses				Fair Value
At December 31, 2003:
	Debt securities		W	895,401			W	—			W	(2,184	)		W	893,217
At December 31, 2004:
	Equity securities		W	450			W	—			W	(82	)		W	368
	Debt securities			652,372				2,039				—				654,411
	Total		W	652,822			W	2,039			W	(82	)		W	654,779
At December 31, 2005:
	Equity securities		W	11			W	1			W	—			W	12
	Debt securities			777,460				—				—				777,460
	Total		W	777,471			W	1			W	—			W	777,472

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							Gross				Gross
			Cost (amortized				unrealized				unrealized				Impairment
			cost)				gains				losses				losses				Fair value
At December 31, 2003:
	Equity securities		W	427,472			W	73,290			W	(6,608	)		W	(55,469	)		W	438,685
	Debt securities			64,315				—				—				—				64,315
			W	491,787			W	73,290			W	(6,608	)		W	(55,469	)		W	503,000
At December 31, 2004:
	Equity securities		W	470,266			W	137,621			W	—			W	(63,902	)		W	543,985
	Debt securities			65,957				—				—				(10,655	)			55,302
			W	536,223			W	137,621			W	—			W	(74,557	)		W	599,287
At December 31, 2005:
	Equity securities		W	465,244			W	173,960			W	(9,768	)		W	(60,838	)		W	568,598
	Debt securities			307,490				—				(217	)			(10,885	)			296,388
			W	772,734			W	173,960			W	(9,985	)		W	(71,723	)		W	864,986

e.	Impairment of Investment Securities and Recoveries

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f.	Comprehensive Income

g.	Business Combinations and Intangible Assets

h.	Determination of Acquisition Cost of Equity Interest in Subsidiary

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i.	Additional Equity Investment in Subsidiaries

j.	Capitalization of Foreign Exchange Losses (or Gains) and Interest Expenses

k.	Nonrefundable Activation Fees

l.	Gain or Loss on Disposal of Subsidiary’s Stock

m.	Employee Stock Option Compensation Plan

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n.	Loans Receivable for Stock Issued to Employee

o.	Discount on Leasehold Deposits

p.	Asset Securitization Transactions

	•	The transferred assets have been isolated from the transferor and put beyond the reach of the transferor, or any consolidated affiliated of the transferor, and their creditors even in the event of bankruptcy or receivership of the transferor or any consolidated affiliate.
	•	The transferee is a qualifying special-purpose entity (“QSPE”) and each holder of its beneficial interests (including both debt and equity securities) has the right to pledge, or the right to exchange its interests. If the issuing vehicle is not a QSPE, then sale accounting is only permitted if the issuing vehicle itself has the right to pledge or the right to exchange the transferred assets.
	•	The transferor does not effectively maintain control over the transferred assets either through;

	(a) an agreement that calls for the transferor to repurchase the transferred assets (or to buy back securities of a QSPE held by third-party investors) before their maturity or
	(b) the ability to unilaterally cause the SPE or QSPE to return specific assets; other than through a cleanup call.

q.	Considerations for Conversion Right

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r.	Currency Swap

s.	Foreign Currency Translation

t.	Sale of Stock by Equity Method Investee

u.	Subscription Payable

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v.	Equity Instrument to Be Received in Conjunction with Providing Services

w.	Consolidation of Variable Interest Entities

x.	Remeasurement of Stock Option

y.	Presentation of Minority Interest as a Component of Shareholders’ Equity

z.	Consolidated Subsidiary

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			Year Ended December 31,
			2003				2004				2005
Net income based on Korean GAAP			W	1,966,100			W	1,491,479			W	1,872,978
Adjustments:
	Deferred income tax adjustments due to difference in accounting principles			(7,342	)			(3,827	)			30,857
	Tax effect of the reconciling items			(15,036	)			22,515				(4,717	)
	Deferred charges			2,660				(60	)			(2,037	)
	Capital leases			(906	)			1,534				(925	)
	Intangible assets			(22,303	)			(18,546	)			(16,046	)
	Reversal of amortization of goodwill			135,557				136,694				137,389
	Capitalization of foreign exchange losses and interest expenses related to tangible assets			21,617				24,454				3,231
	Capitalization of interest expenses related to purchases of intangible assets			427				5,285				5,272
	Nonrefundable activation fees			(46,962	)			(36,048	)			(34,681	)
	Loss (gain) on disposal of subsidiary shares			58				—				—
	Stock option compensation plan			(3,114	)			(1,938	)			49
	Loss on sale of accounts receivable and other in asset securitization			7,437				(14,476	)			—
	Loss on impairment of investment securities			24,727				(8,434	)			3,065
	Loss on valuation of currency swap			—				(49,452	)			29,898
	Discount on leasehold deposits			(286	)			422				230
	Considerations for conversion right			—				1,016				14,044
	Foreign currency translation			—				2,458				(2,458	)
	Recovery of impaired investment securities			115				—				—
	Sales of stock by the equity method investee			—				—				(8,637	)
	Consolidation of variable interest entity			—				—				38
Net income based on U.S. GAAP			W	2,062,749			W	1,553,076			W	2,027,550
Weighted average number of common shares outstanding				75,078,219				73,614,297				73,614,296
Earnings per share based on U.S. GAAP:
	Basic earnings per share		W	27,475			W	21,097			W	27,543
	Diluted earnings per share		W	27,475			W	20,918			W	27,089

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			December 31,
			2003				2004				2005
Shareholders’ equity based on Korean GAAP Adjustments:			W	6,093,847			W	7,205,744			W	8,327,540
	Deferred income tax adjustments due to difference In accounting principles			(45,317	)			(70,067	)			—
	Tax effect of the reconciling items			136,517				159,032				101,130
	Deferred charges			60				—				(2,037	)
	Capital leases			239				1,773				847
	Intangible assets			1,019,951				1,009,591				993,547
	Reversal of amortization of goodwill			273,598				410,292				547,681
	Capitalization of foreign exchange losses and interest expenses related to tangible assets			19,842				44,294				47,522
	Capitalization of interest expenses related to purchase of intangible assets			(68,945	)			(63,660	)			(58,388	)
	Nonrefundable activation fees			(239,174	)			(275,222	)			(309,903	)
	Loans receivable for stock issued to employees’ investor association			(33,788	)			(22,546	)			(14,586	)
	Minority interest in equity of consolidated affiliates			(155,985	)			(98,198	)			(108,927	)
	Loss on sale of accounts receivable and other in asset securitization			14,476				—				—
	Discount on leasehold deposits			(653	)			(231	)			—
	Considerations for conversion right			—				(66,263	)			(52,220	)
	Foreign currency translation			—				2,458				—
	Consolidation of variable interest entity			—				—				228
Shareholders’ equity based on U.S. GAAP			W	7,014,668			W	8,236,997			W	9,472,434

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			Year Ended December 31,
			2003				2004				2005
Balance, beginning of the year			W	6,356,176			W	7,014,668			W	8,236,997
	Net income for the year			2,062,749				1,553,076				2,027,550
	Dividends			(151,739	)			(478,492	)			(758,227	)
	Issuance of common stock			31,053				—				—
	Unrealized gains on valuation of securities, net of tax			50,033				55,156				23,042
	Equity in capital surplus, retained earnings and capital adjustments of affiliates (note a)			50,166				89,448				(63,370	)
	Retirement of treasury stock			(20,598	)			—				—
	Treasury stock transactions			(1,379,337	)			(2	)			—
	Foreign-based operations’ translation adjustments			(356	)			(11,128	)			(1,792	)
	Stock compensation plan			4,403				3,030				274
	Decrease in loans receivable for stock issued to employees’ investor association			12,118				11,241				7,960
Balance, end of the year			W	7,014,668			W	8,236,997			W	9,472,434

(note a)

This line item consists of the adjustments to the carrying amount of equity method investments based on the Company’s proportionate pickup in affiliates using the equity method of accounting, which are directly adjusted to stockholders’ equity of affiliates, such as unrealized gains or losses on valuation of available-for-sale securities, foreign-based operations’ translation adjustments in affiliates and stock transactions by affiliates.

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				December 31,
				2003				2004				2005
Current assets:
	As reported			W	4,069,525			W	4,390,693			W	4,598,580
	U.S. GAAP adjustments:
		— loans receivable for stock issued to employees investor association			—				(4,123	)			(3,249	)
		— deferred tax adjustments due to difference in accounting principles			73,500				51,344				—
		— tax effect of the reconciling items			(8,297	)			25,234				31,381
		— discount on leasehold deposits			5,777				1,119				—
		— asset securitization transactions			478,298				—				—
		— consolidation of variable interest entity			—				—				(4,889	)
	Current assets based on U.S. GAAP				4,618,823				4,464,267				4,621,823
Non-current assets:
	As reported				9,748,692				9,892,665				10,106,192
	U.S. GAAP adjustments:
		— loans receivable for stock issued to employees’ investor association			(33,788	)			(18,423	)			(11,337	)
		— intangible assets			1,015,801				1,004,774				988,729
		— reverse of amortization of goodwill			273,598				410,292				547,681
		— discount on leasehold deposits			(6,430	)			(1,349	)			—
		— recovery of impaired investment securities			34				34				34
		— nonrefundable activation fees			9,129				9,129				8,571
		— capital lease			3,301				1,773				847
		— capitalization of foreign exchange losses and interest expense related to tangible assets			19,842				44,294				47,522
		— capitalization of interest expenses related to purchase of intangible assets			(68,945	)			(63,660	)			(58,388	)
		— deferred charges			6,154				12,969				7,933
		— subscription payable			—				—				40,014
		— equity instrument to be received in conjunction with providing services			—				—				(2,055	)
		— consolidation of variable interest entity			—				—				53,626
	Non-current assets based on U.S. GAAP				10,967,388				11,292,498				11,729,369
Total assets based on U.S. GAAP				W	15,586,211			W	15,756,765			W	16,351,192

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				December, 31
				2003				2004				2005
Current liabilities:
	As reported			W	4,530,910			W	3,066,893			W	2,863,373
	U.S. GAAP adjustments:
		— deferred charges			31				—				—
		— nonrefundable activation fees			68,665				86,082				114,111
		— asset securitization transactions			463,822				—				—
		— acquisition cost of equity interest in subsidiary			886				—				—
		— foreign currency translation			—				(26	)			—
		— subscription payable			—				—				40,014
		— equity instrument to be received in conjunction with providing services			—				—				(525	)
		— consolidation of variable interest entity			—				—				17,671
	Current liabilities based on U.S. GAAP				5,064,314				3,152,949				3,034,644
Long-term liabilities:
	As reported				3,193,460				4,010,721				3,513,859
	U.S. GAAP adjustments:
		— deferred charges			5,844				12,969				9,970
		— nonrefundable activation fees			179,638				198,269				204,363
		— capital leases			3,062				—				—
		— deferred tax adjustments due to difference in accounting principles			118,837				123,911				—
		— tax effect of the reconciling items			(149,597	)			(141,080	)			(74,532	)
		— considerations for conversion right			—				66,263				52,220
		— foreign currency translation			—				(2,432	)			—
		— equity instrument to be received in conjunction with providing services			—				—				(1,530	)
		— consolidation of variable interest entity			—				—				631
	Long-term liabilities based on U.S. GAAP				3,351,244				4,268,621				3,704,981
Total liabilities based on U.S. GAAP				W	8,415,558			W	7,421,570			W	6,739,625
Minority interests:
	As reported			W	155,985			W	98,198			W	108,927
	U.S. GAAP adjustments:
		— consolidation of variable interest entity			—				—				30,206
Total minority interests based on U.S. GAAP				W	155,985			W	98,198			W	139,133

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			2003				2004				2005
Cash flows from operating activities based on Korean GAAP			W	3,329,391			W	2,516,807			W	3,404,105
Adjustments:
	Asset securitization transactions			(47,496	)			469,883				—
	Trading security cash flows			(137,618	)			240,204				(122,710	)
	Consolidation of variable interest entity			—				—				12,444
Cash flows from operating activities based on US GAAP			W	3,144,277			W	3,226,894			W	3,293,839
Cash flows from investing activities based on Korean GAAP			W	(1,415,053	)		W	(1,470,292	)		W	(1,938,187	)
Adjustments:
	Asset securitization transactions			(8,080	)			76,347				—
	Trading security cash flows			137,618				(240,204	)			122,710
	Consolidation of variable interest entity			—				—				(1,004	)
Cash flows from investing activities based on US GAAP			W	(1,285,515	)		W	(1,634,149	)		W	(1,816,481	)
Cash flows from financing activities based on Korean GAAP			W	(2,261,039	)		W	(968,570	)		W	(1,429,038	)
Adjustments:
	Asset securitization transactions			55,576				(546,230	)			—
	Consolidation of variable interest entity			—				—				(10,243	)
Cash flows from financing activities based on US GAAP			W	(2,205,463	)		W	(1,514,800	)		W	(1,439,281	)
Cash and cash equivalents at end of the year based on Korean GAAP			W	317,488			W	370,630			W	378,426
Adjustments:
	Consolidation of variable interest entity			—				—				1,197
Cash and cash equivalents at end of the year based on US GAAP			W	317,488			W	370,630			W	379,623

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		2003				2004
Cash flows from operating activities based on US GAAP, as previously reported		W	3,281,274			W	2,985,935
Revision related to returns on equity securities-dividends			621				755
Revision related to trading security cash flows			(137,618	)			240,204
Cash flows from operating activities based on US GAAP, as revised		W	3,144,277			W	3,226,894
Cash flows from investing activities based on US GAAP, as previously reported		W	(1,422,512	)		W	(1,393,190	)
Revision related to returns on equity securities-dividends			(621	)			(755	)
Revision related to trading security cash flows			137,618				(240,204	)
Cash flows from investing activities based on US GAAP, as revised		W	(1,285,515	)		W	(1,634,149	)

31.	ADDITIONAL DISCLOSURES REQUIRED BY U.S. GAAP

a.	Income Taxes

		Year Ended December 31,
		2003				2004				2005
Currently payable		W	668,180			W	551,405			W	685,541
Deferred			143,257				59,669				(18,422	)
		W	811,437			W	611,074			W	667,119

		Year Ended December 31,
		2003				2004				2005
Income taxes at statutory income tax rate of 27% in 2003 and 2004 and 25% in 2005		W	776,030			W	584,843			W	670,776
Resident surtax payable			77,603				58,484				67,078
Tax credit for investments, technology, human resource development and others			(83,826	)			(89,080	)			(100,160	)
Special surtax for agriculture and fishery industries and other			13,685				13,736				18,850
Undistributed earnings of subsidiaries			(5,909	)			11,011				4,846
Effect of change in income tax rate			(7,943	)			—				—
Other permanent differences			20,719				28,705				19,637
Change in valuation allowance			21,078				3,375				(13,908	)
Recorded income taxes		W	808,892			W	611,074			W	667,119
Effective tax rate			28.23	%			28.21	%			24.86	%

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			December 31,
			2003				2004				2005
Current:
	Allowance for doubtful accounts		W	22,039			W	19,649			W	39,334
	Write-off of doubtful accounts			9,587				9,764				9,239
	Marketable trading securities			1				(561	)			—
	Accrued income			(2,026	)			(2,463	)			(1,229	)
	Net operating loss carryforwards			—				—				17
	Tax credit carryforwards			—				—				89
	Accrued expenses and other			35,622				50,189				50,004
				65,223				76,578				97,454
Non-current:
	Depreciation			3,935				(34,371	)			(58,745	)
	Loss on disposition of properties			—				11,480				—
	Loss on impairment and valuation of investment securities (note)			74,928				58,419				32,959
	Foreign exchange losses			774				—				—
	Equity in losses (earnings) of affiliates			(6,593	)			(12,671	)			(7,471	)
	Undistributed earnings of subsidiaries			(3,364	)			(9,434	)			13,732
	Tax free reserve for technology development			(182,518	)			(195,103	)			(211,208	)
	Tax free reserve for loss on disposal of treasury stock			(130,373	)			(130,372	)			(130,372	)
	Tax credit carryforwards			1,162				5,003				—
	Net operating loss carryforwards			—				25,371				24,108
	Deferred charges and other			46,780				(7,205	)			11,867
				(195,269	)			(288,883	)			(325,130	)
Total deferred tax assets (liabilities)			W	(130,046	)		W	(212,305	)		W	(227,676	)

(note)	Unrealized gain on valuation of investment securities as of December 31, 2003, 2004 and 2005 were recorded as a separate component of shareholders’ equity, net of tax effect of W18,287 million, W39,210 million and W48,019 million, respectively.

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F-77

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				2003								2004								2005
				Carrying								Carrying								Carrying
				Amount								Amount								Amount
				(Note a)				Fair Value				(Note a)				Fair Value				(Note a)				Fair Value
Financial assets:
	Cash and cash equivalents and short-term financial instruments			W	472,410			W	472,410			W	383,360			W	383,360			W	486,215			W	486,215
	Trading securities				893,217				893,217				654,779				654,779				777,472				777,472
	Accounts receivable (trade and other)				3,000,918				3,000,918				3,126,754				3,126,754				3,038,936				3,038,936
	Short-term loans				41,933				41,933				51,232				51,232				62,290				62,290
	Investment securities:
		Listed equity and debts			503,000				503,000				599,287				599,287				864,986				864,986
		Non- listed equity (note b)			385,707				N/A				352,523				N/A				353,168				N/A
	Long-term bank deposits				352				352				10,351				10,351				1,479				1,479
	Long-term loans				13,947				10,460				12,019				9,014				7,093				5,320
				W	5,311,484							W	5,190,305							W	5,591,639
Financial liabilities:
	Accounts payable			W	1,317,162			W	1,317,162			W	1,205,682			W	1,205,682			W	1,094,855			W	1,094,855
	Short-term borrowings				1,236,197				1,236,197				425,496				425,496				4,614				4,614
	Bonds payable, long-term borrowings, convertible bonds, long-term payables — other and obligation under capital leases, including current portion				4,201,707				4,283,402				4,044,258				4,211,926				3,763,135				3,825,813
				W	6,755,066							W	9,234,563							W	4,862,604

(note b)

Investments in non — listed equity include the investments in the common stock of Powercomm Co., Ltd. (“Powercomm”). Korea Electric Power Corp. (“KEPCO”), the parent company of Powercomm, sold to Dacom Corporation 45.5% interest in Powercomm at W12,000 per share in 2002. Based on this transaction, the fair value of the Company’s investments in the common stock of Powercomm was determinable and the impairment loss on the investment of W150,243 million was recognized in 2002. The fair value of common stock of Powercomm as of December 31, 2003, 2004 and 2005 was estimated by an outside professional valuation company using the present value of expected future cash flows; and the additional impairment loss of W21,593 million was recognized in 2003. As of December 31, 2004 and 2005, unrealized gain on valuation of investment in Powercomm of W3,158 million and W8,723 million have been recorded as other comprehensive income, respectively.

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				2003				2004				2005
Net income				W	2,062,749			W	1,553,076			W	2,027,550
Other comprehensive income:
	Available-for-sale securities
		Unrealized gain on investment securities			93,738				67,645				34,915
		Less impact of realized losses(gains)			(24,727	)			8,434				(3,065	)
		Tax effect			(18,978	)			(20,923	)			(8,808	)
	Net change from available-for-sale securities				50,033				55,156				23,042
	Foreign-based operations translation adjustments				(356	)			(11,128	)			(1,792	)
Total other comprehensive income					49,677				44,028				21,250
Comprehensive income				W	2,112,426			W	1,597,104			W	2,048,800

			2003				2004				2005
Beginning of period			W	3,400,110			W	3,400,155			W	3,408,989
	Goodwill reclassifications to other intangibles assets			(16,437	)			—				—
	Goodwill acquired during the period			16,482				8,834				9,223
	Goodwill impairment losses			—				—				—
Ending of period			W	3,400,155			W	3,408,989			W	3,418,212

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			December 31, 2003								December 31, 2004								December 31, 2005
																							Accumulated
			Gross								Gross								Gross				Amortization
			Carrying				Accumulated				Carrying				Accumulated				Carrying				and
			Amount				Amortization				Amount				Amortization				Amount				Impairment
Amortized intangible assets:
	IMT license (13 years)		W	1,188,547			W	(7,548	)		W	1,188,547			W	(98,183	)		W	1,188,547			W	(188,193	)
	Customer lists (4 years)			99,783				(64,088	)			99,783				(83,686	)			99,783				(99,783	)
	Other (2 to 20 years)			552,279				(258,802	)			718,291				(354,021	)			1,036,165				(455,505	)
Total			W	1,840,609			W	(330,438	)		W	2,066,621			W	(535,890	)		W	2,324,495			W	(743,481	)

f.	Operating Revenue

		2003				2004				2005
Wireless services		W	8,401,021			W	8,762,376			W	9,148,363
Interconnection			1,017,056				849,407				898,621
Digital handset sales			611,981				649,809				294,557
Other			180,306				272,974				359,911
Total operating revenue		W	10,210,364			W	10,534,566			W	10,701,452

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g.	Segment

h.	New Accounting Pronouncements

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F-82

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	SK TELECOM CO., LTD.
	(Registrant)
	/s/ Shin Bae Kim
	(Signature)
	Shin Bae Kim
	Chief Executive Officer and
	Representative Director
	(Name/ Title)

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Number				Description
	1	.1		Memorandum and Articles of Association
	2	.1		Deposit Agreement dated as of May 31, 1996, as amended by Amendment No. 1 dated as of March 15, 1999, Amendment No. 2 dated as of April 24, 2000 and Amendment No. 3 dated as of July 24, 2002, entered into among SK Telecom Co., Ltd., Citibank, N.A., as Depositary, and all Holders and Beneficial Owners of American Depositary Shares
	4	.1		Telecommunications Basic Law of 1983, as amended (English translation)
	4	.2		Enforcement Decree of the Telecommunications Basic Law, as amended (English translation)
	4	.3		Telecommunications Business Law of 1983, as amended (English translation)
	4	.4		Enforcement Decree of the Telecommunications Business Law (English translation)***
	4	.5		Korean Commercial Code (together with English translation)*
	4	.6		Amendment to Korean Commercial Code dated December 29, 2001 (together with English translation)**
	4	.7		Korean Securities and Exchange Act, as amended (English translation)
	8	.1		List of Subsidiaries of SK Telecom Co., Ltd.
	11	.1		Code of Ethics of SK Telecom Co., Ltd.***
	12	.1		Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	12	.2		Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
	13	.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	13	.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
	99	.1		Consent of Deloitte Anjin LLC

*		Filed previously as exhibits to our Form 20-F filed on June 30, 2000.
**		Filed previously as exhibits to our Form 20-F filed on June 28, 2002.
***		Filed previously as exhibits to our Form 20-F filed on May 31, 2005.