20-F 1 d675607d20f.htm FORM 20-F Form 20-F
Table of Contents

As filed with the Securities and Exchange Commission on April 30, 2019

 

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 20-F

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

    

    For the fiscal year ended December 31, 2018

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

    

    Date of event requiring this shell company report                                         

 

    

    For the transition period from                      to                     

Commission file number 1-14926

KT Corporation

(Exact name of Registrant as specified in its charter)

 

KT Corporation   The Republic of Korea
(Translation of Registrant’s name into English)   (Jurisdiction of incorporation or organization)

KT Gwanghwamun Building East

33, Jong-ro 3-Gil, Jongno-gu

03155 Seoul, Korea

(Address of principal executive offices)

Kyung-Keun Yoon

KT Gwanghwamun Building East

33, Jong-ro 3-Gil, Jongno-gu

03155 Seoul, Korea

Telephone: +82-31-727-0114; E-mail: kk.yoon@kt.com; ktir@kt.com

(Name, telephone, e-mail and/or facsimile number and address of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Name of each exchange on which registered

American Depositary Shares, each representing   New York Stock Exchange, Inc.
one-half of one share of ordinary share  
Ordinary share, par value 5,000 per share*   New York Stock Exchange, Inc.*

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

None

As of December 31, 2018, there were 245,144,768 ordinary shares, par value 5,000 per share, outstanding

(not including 15,967,040 ordinary shares held by the registrant as treasury shares)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes       No  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes       No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer      Accelerated filer      Non-accelerated filer      Emerging growth company  

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing. U.S. GAAP      IFRS      Other  

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17      Item 18  

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

 

*

Not for trading, but only in connection with the registration of the American Depositary Shares.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

Part I

     1  

Item 1.

  Identity of Directors, Senior Managers and Advisers      1  
  Item 1.A.   Directors and Senior Management      1  
  Item 1.B.   Advisers      1  
  Item 1.C.   Auditors      1  

Item 2.

  Offer Statistics and Expected Timetable      1  
  Item 2.A.   Offer Statistics      1  
  Item 2.B.   Method and Expected Timetable      1  

Item 3.

  Key Information      2  
  Item 3.A.   Selected Financial Data      2  
  Item 3.B.   Capitalization and Indebtedness      5  
  Item 3.C.   Reasons for the Offer and Use of Proceeds      5  
  Item 3.D.   Risk Factors      5  

Item 4.

  Information on the Company      23  
  Item 4.A.   History and Development of the Company      23  
  Item 4.B.   Business Overview      24  
  Item 4.C.   Organizational Structure      45  
  Item 4.D.   Property, Plant and Equipment      45  
Item 4A.   Unresolved Staff Comments      47  

Item 5.

  Operating and Financial Review and Prospects      47  
  Item 5.A.   Operating Results      47  
  Item 5.B.   Liquidity and Capital Resources      71  
  Item 5.C.   Research and Development, Patents and Licenses, Etc.      74  
  Item 5.D.   Trend Information      74  
  Item 5.E.   Off-balance Sheet Arrangements      74  
  Item 5.F.   Tabular Disclosure of Contractual Obligations      75  
  Item 5.G.   Safe Harbor      75  

Item 6.

  Directors, Senior Management and Employees      75  
  Item 6.A.   Directors and Senior Management      75  
  Item 6.B.   Compensation      80  
  Item 6.C.   Board Practices      81  
  Item 6.D.   Employees      83  
  Item 6.E.   Share Ownership      84  

 

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Item 7.

  Major Shareholders and Related Party Transactions      86  
  Item 7.A.   Major Shareholders      86  
  Item 7.B.   Related Party Transactions      86  
  Item 7.C.   Interests of Experts and Counsel      86  
Item 8.   Financial Information      86  
  Item 8.A.   Consolidated Statements and Other Financial Information      86  
  Item 8.B.   Significant Changes      88  

Item 9.

  The Offer and Listing      89  
  Item 9.A.   Offer and Listing Details      89  
  Item 9.B.   Plan of Distribution      89  
  Item 9.C.   Markets      89  
  Item 9.D.   Selling Shareholders      89  
  Item 9.E.   Dilution      89  
  Item 9.F.   Expenses of the Issuer      89  
Item 10.   Additional Information      89  
  Item 10.A.   Share Capital      89  
  Item 10.B.   Memorandum and Articles of Association      89  
  Item 10.C.   Material Contracts      96  
  Item 10.D.   Exchange Controls      96  
  Item 10.E.   Taxation      100  
  Item 10.F.   Dividends and Paying Agents      107  
  Item 10.G.   Statements by Experts      108  
  Item 10.H.   Documents on Display      108  
  Item 10.I.   Subsidiary Information      108  
Item 11.   Quantitative and Qualitative Disclosures About Market Risk      108  
Item 12.   Description of Securities Other than Equity Securities      111  
  Item 12.A.   Debt Securities      111  
  Item 12.B.   Warrants and Rights      111  
  Item 12.C.   Other Securities      111  
  Item 12.D.   American Depositary Shares      111  

Part II

     113  
Item 13.   Defaults, Dividend Arrearages and Delinquencies      113  
Item 14.   Material Modifications to the Rights of Security Holders and Use of Proceeds      113  
Item 15.   Controls and Procedures      113  

 

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Item 16.   [Reserved]      114  
Item 16A.   Audit Committee Financial Expert      114  
Item 16B.   Code of Ethics      114  
Item 16C.   Principal Accountant Fees and Services      115  
Item 16D.   Exemptions from the Listing Standards for Audit Committees      115  
Item 16E.   Purchases of Equity Securities by the Issuer and Affiliated Purchasers      116  
Item 16F.   Change in Registrant’s Certifying Accountant      116  
Item 16G.   Corporate Governance      116  
Item 16H.   Mine Safety Disclosure      117  
Part III      118  
Item 17.   Financial Statements      118  
Item 18.   Financial Statements      118  
Item 19.   Exhibits      118  

 

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PRESENTATION

All references to “Korea” or the “Republic” contained in this annual report mean the Republic of Korea. All references to the “Government” are to the government of the Republic of Korea. All references to “we,” “us” or the “Company” are to KT Corporation and, as the context may require, its subsidiaries.

All references to “Won” or “” in this annual report are to the currency of the Republic and all references to “Dollars,” “$,” “US$” or “U.S. dollars” are to the currency of the United States of America. Our monetary assets and liabilities denominated in foreign currency are translated into Won at the market average exchange rate announced by Seoul Money Brokerage Services, Ltd. (the “Market Average Exchange Rate”) on the balance sheet dates, which were, for U.S. dollars, 1,208.5 to US$1.00, 1,071.4 to US$1.00 and 1,118.1 to US$1.00 on December 31, 2016, 2017 and 2018, respectively. Our consolidated financial statements are expressed in Won and, solely for the convenience of the reader, the consolidated financial statements as of and for the year ended December 31, 2018 have been translated into United States dollars at the rate of 1,118.1 to US$1.00, the Market Average Exchange Rate in effect on December 31, 2018.

Any discrepancies in any table between totals and the sums of the amounts listed are due to rounding.

All market share data contained in this annual report, unless otherwise specified, are based on the number of subscribers announced by the Ministry of Science and ICT (the “MSIT”), the Korea Communications Commission (the “KCC”) or the Korea Telecommunications Operators Association.

PART  I

Item 1.  Identity of Directors, Senior Managers and Advisers

Item 1.A.  Directors and Senior Management

Not applicable.

Item 1.B.  Advisers

Not applicable.

Item 1.C.  Auditors

Not applicable.

Item 2.  Offer Statistics and Expected Timetable

Item 2.A.  Offer Statistics

Not applicable.

Item 2.B.  Method and Expected Timetable

Not applicable.

 

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Item 3.  Key Information

Item 3.A.  Selected Financial Data

The selected financial data presented below should be read in conjunction with our consolidated financial statements as of January 1, 2017 and December 31, 2017 and 2018 and for each of the years in the three-year period ended December 31, 2018 and related notes thereto (“Consolidated Financial Statements”) and “Item 5. Operating and Financial Review and Prospects” included elsewhere in this annual report. The selected financial data as of December 31, 2017 and 2018 and for each of the years in the three year period ended December 31, 2018 were derived from our audited Consolidated Financial Statements included elsewhere in this annual report. Our Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

In addition to preparing financial statements in accordance with IFRS as issued by the IASB included in this annual report, we prepare financial statements in accordance with IFRS as adopted by the Republic of Korea (“K-IFRS”), which we are required to file with the Financial Services Commission and the Korea Exchange under the Financial Investment Services and Capital Markets Act of Korea (“FSCMA”). English translations of such financial statements are furnished to the Securities and Exchange Commission under Form 6-K. See “Item 5. Operating and Financial Review and Prospects—Item 5.A. Operating Results—Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS.”

The information set forth below is not necessarily indicative of the results of future operations and should be read in conjunction with “Item 5. Operating and Financial Review and Prospects” and our Consolidated Financial Statements and related notes included in this annual report.

 

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Selected consolidated statement of operations data

 

     Year Ended December 31,  
         2014             2015             2016             2017             2018      
     (In billions of Won, except per share data)  

Continuing Operations:

          

Operating revenue

   22,619     22,715     23,164     23,547     23,436  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Revenue

     22,366       22,227       22,798       23,260       23,220  

Others

     253       488       366       287       216  

Operating expenses

     23,392       21,623       21,781       22,478       22,335  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating profit

     (773     1,092       1,383       1,069       1,101  

Finance income

     253       273       296       406       374  

Finance costs

     (792     (645     (515     (645     (436

Income from jointly controlled entities and associates

     19       6       3       (14     (5
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) from continuing operations before income tax

     (1,293     726       1,167       817       1,034  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax expense (benefit)

     (270     231       335       271       315  

Profit (loss) for the year from the continuing operations

     (1,023     495       832       546       719  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Discontinued operations:

          

Profit (loss) from discontinued operations

     86       141                    
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) for the year

   (937   636     832     546     719  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Profit (loss) for the year attributable to:

          

Equity holders of the parent company

   (1,026   557     745     462     645  

Profit (loss) from continuing operations

     (1,090     415       745       462       645  

Profit (loss) from discontinued operations

     64       142                    

Non-controlling interest

   89     79     87     85     74  

Profit from continuing operations

     66       80       87       85       74  

Profit (loss) from discontinued operations

     22       (1                  

Earnings per share attributable to the equity holders of the Parent Company during the period:

          

Basic earnings (loss) per share

   (4,194   2,275     3,043     1,884     2,634  

From continuing operations

     (4,456     1,694       3,043       1,884       2,634  

From discontinued operations

     262       581                    

Diluted earnings (loss) per share

   (4,194   2,275     3,041     1,883     2,634  

From continuing operations

     (4,456     1,694       3,041       1,883       2,634  

From discontinued operations

     262       581                    

 

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Selected consolidated statement of financial position data

 

     As of December 31,  
Selected Statement of Financial Position Data    2014     2015     2016     2017     2018  
     (In billions of Won)  

Assets:

          

Current assets:

          

Cash and cash equivalents

   1,889     2,559     2,900     1,928     2,703  

Trade and other receivables, net

     5,871       4,960       5,478       5,965       5,680  

Other financial assets

     333       293       721       973       995  

Current income tax assets

     4       4       2       9       4  

Inventories, net

     419       617       455       642       1,075  

Current assets held for sale

                       7       13  

Other current assets

     351       318       311       305       1,688  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current assets

     8,867       8,751       9,866       9,829       12,158  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-current assets:

          

Trade and other receivables, net

     1,759       704       709       829       843  

Other financial assets

     705       658       665       755       623  

Property and equipment, net

     16,468       14,479       14,312       13,562       13,068  

Investment property, net

     1,060       1,102       1,148       1,190       1,091  

Intangible assets, net

     3,544       2,600       3,023       2,633       3,407  

Investments in jointly controlled entities and associates

     339       270       284       279       272  

Deferred income tax assets

     1,077       840       701       712       465  

Other non-current assets

     73       103       106       107       546  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-current assets

     25,025       20,756       20,948       20,067       20,315  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   33,892     29,507     30,815     29,896     32,474  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities and Equity:

          

Current liabilities:

          

Trade and other payables

   6,431     6,337     7,142     7,426     7,008  

Borrowings

     2,956       1,726       1,820       1,573       1,368  

Other financial liabilities

     24       44       0       37       1  

Current income tax liabilities

     48       83       103       83       250  

Provisions

     111       104       96       78       118  

Deferred income

     144       98       36       18       53  

Other current liabilities

     279       311       342       259       597  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total current liabilities

     9,993       8,703       9,539       9,474       9,394  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-current liabilities:

          

Trade and other payables

     944       669       1,188       1,001       1,514  

Borrowings

     9,860       6,909       6,301       5,110       5,280  

Other financial liabilities

     191       104       108       149       163  

Retirement benefit liabilities

     594       524       378       395       561  

Provisions

     106       91       101       125       164  

Deferred income

     147       96       85       92       111  

Deferred income tax liabilities

     144       130       138       128       205  

Other non-current liabilities

     39       27       59       237       424  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total non-current liabilities

     12,025       8,550       8,358       7,238       8,422  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   22,018     17,253     17,898     16,712     17,816  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity attributable to owners of the Parent Company:

          

Paid-in capital

          

Share capital

   1,564     1,564     1,564     1,564     1,564  

Share premium

     1,440       1,440       1,440       1,440       1,440  

Retained earnings

     8,568       9,147       9,779       9,961       11,256  

Accumulated other comprehensive income (expense)

     112       14       (1     31       50  

Other components of equity

     (1,261     (1,233     (1,218     (1,205     (1,181

Total equity attributable to owners of the parent company

     10,425       10,934       11,564       11,792       13,130  

Non-controlling interest

     1,449       1,320       1,353       1,392       1,529  

Total equity

     11,874       12,254       12,917       13,183       14,658  

Total liabilities and equity

   33,892     29,507     30,815     29,896     32,474  

 

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Selected consolidated statement of cash flow data

 

     Year Ended December 31,  
     2014     2015     2016     2017     2018  
     (In billions of Won)  

Net cash generated from operating activities

   1,916     4,230     4,771     3,878     4,010  

Net cash used in investing activities

     (3,171     (2,402     (3,485     (3,483     (2,704

Net cash provided by (used in) financing activities

     1,072       (1,164     (943     (1,363     (532

Operating Data

 

     As of December 31,  
     2014      2015      2016      2017      2018  

Lines installed (thousands) (1)

     23,930        23,607        24,858        24,343        23,660  

Lines in service (thousands) (1)

     13,713        12,440        11,871        11,220        10,655  

Lines in service per 100 inhabitants (1)

     26.7        24.6        23.0        21.7        20.6  

Mobile subscribers (thousands)

     17,300        18,038        18,892        20,015        21,120  

Broadband Internet subscribers (thousands)

     8,129        8,328        8,516        8,758        8,729  

 

 

(1)

Including public telephones.

Item 3.B.  Capitalization and Indebtedness

Not applicable.

Item 3.C.  Reasons for the Offer and Use of Proceeds

Not applicable.

Item 3.D.  Risk Factors

You should carefully consider the following factors.

Risks Relating to Our Business

Competition in each of our principal business areas is intense.

We face significant competition in each of our principal business areas. In the markets for mobile services, fixed-line services and media and content services, we compete primarily with SK Telecom Co., Ltd. (“SK Telecom”) and LG Uplus Corp. (“LG U+”) (including their affiliates). In the past two decades, considerable consolidation in the telecommunications industry has occurred, resulting in the current competitive landscape comprising three network service providers that offer a wide range of telecommunications and data communications services. In early 2019, each of our primary competitors announced plans to acquire a leading cable TV operator in Korea to significantly increase their market shares in the pay TV market, which we expect will further intensify competition. In January 2019, LG U+ announced its plan to acquire a controlling interest in CJ HelloVision Co., Ltd. (“CJ HelloVision”). In February 2019, SK Telecom announced its plan to merge with t-broad Co., Ltd. (“t-broad”). To a lesser extent, we also compete with various value-added service providers and specific service providers as classified under the Framework Act on Telecommunications and the Telecommunications Business Act, including mobile virtual network operators (“MVNOs”) that lease mobile networks and offer mobile services, VoIP service providers that offer Internet telephone services, cable TV operators, text messaging service providers (particularly Kakao Corp. (“Kakao”)) and voice resellers, many of which offer competing services at lower prices. The entrance of new service providers in the markets for mobile services, fixed-line services and media and content services may further increase competition, as well as cause downward price pressure on the fees we

 

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charge for our services. For a discussion of our market shares in key markets, please see “Item 4. Information on the Company—Item 4.B. Business Overview—Competition.”

We compete primarily based on our service performance, quality and reliability, ability to accurately identify and respond to evolving consumer demand, and pricing. With the launch of the next generation 5G mobile services in April 2019, we expect competition to further intensify among the three network service providers, which may result in an increase in marketing expenses, as well as additional capital expenditures related to implementing 5G mobile services. Mobile service providers also grant subsidies or subscription discount rates to subscribers who purchase new handsets and agree to a minimum subscription period and we compete also based on such amounts. We and SK Telecom have been designated as market-dominating business entities in the local telephone and mobile markets, respectively, under the Telecommunications Business Act. Under this Act, a market-dominating business entity may not engage in any act of abuse, such as unreasonably interfering with business activities of other business entities, hindering unfairly the entry of newcomers or substantially restricting competition to the detriment of the interests of consumers. In addition, changes in our local telephone rates and mobile rates of SK Telecom require prior approval from the MSIT. The KCC has also issued guidelines on fair competition of the telecommunications companies.

In the financial services market, our credit and check cards issued under the “BC Card” brand pursuant to co-brand agreements with member companies compete principally with cards issued by other leading credit card companies in Korea with their own merchant payment networks, such as Shinhan Card, Hyundai Card and Samsung Card. Our member companies that issue co-branded credit or check cards include Woori Card, NH Card, Industrial Bank of Korea and KB Kookmin Card. We also compete with service providers that provide outsourcing services related to business operations of credit card companies. Competition in the credit card and check card businesses has increased substantially as existing credit card companies, consumer finance companies and other financial institutions in Korea have made significant investments and engaged in aggressive marketing campaigns and promotions for their credit and check cards, as well as investing in operational infrastructure that may reduce the need for our outsourcing services.

Our inability to adapt to changes in the competitive landscape and compete against our competitors in our principal business areas could have a material adverse effect on our business, financial condition and results of operations.

Failure to renew existing bandwidth licenses, acquire adequate additional bandwidth licenses or use our bandwidth efficiently may adversely affect our mobile telecommunications business and results of operations.

One of the principal limitations on a wireless network’s subscriber capacity is the amount of bandwidth allocated to a service provider. We have acquired a number of licenses to secure bandwidth capacity to provide our broad range of services, for which we typically make an initial payment as well as pay usage fees during the license period. We made bandwidth license payments of 416 billion in 2016, 271 billion in 2017 and 573 billion in 2018. For our outstanding payment obligations relating to our bandwidth licenses as of December 31, 2018, see “Item 5. Operating and Financial Review and Prospects—Item 5.A. Operating Results—Overview—Acquisition of New Bandwidth Licenses and Usage Fees.” For more information on our bandwidth licenses, see “ Item 4. Information on the Company—Item 4.D. Property, Plant and Equipment—Mobile Networks.”

The growth of our mobile telecommunications business and the increase in usage of wireless data transmission services have significantly increased the utilization of our bandwidth, because

 

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wireless data applications are generally more bandwidth-intensive than voice services. The current trend of increasing data transmission use and the increasing sophistication of multimedia contents are likely to put additional strain on the bandwidth capacity of mobile service providers. In the event we are unable to maintain sufficient bandwidth capacity by renewing existing bandwidth licenses, receiving additional bandwidth allocation or cost-effectively implementing technologies that enhance the efficiency of our bandwidth usage, our subscribers may perceive a general decrease in the quality of mobile telecommunications services. No assurance can be given that bandwidth constraints will not adversely affect the growth of our mobile telecommunications business. Furthermore, we may be required to make substantial payments to acquire additional bandwidth capacity in order to meet increasing bandwidth demand, which may adversely affect our business, financial condition and results of operations.

Introduction of new services, including our 5G mobile services launched in April 2019, poses challenges and risks to us.

The telecommunications industry is characterized by continual advances and improvements in telecommunications technology, and we have been continually researching and implementing technology upgrades and additional telecommunications services to maintain our competitiveness. For example, we have been building more advanced mobile telecommunications networks based on 5G technology and commenced providing commercial 5G mobile services with transmission speed of up to 1 Gbps in April 2019 in the Seoul metropolitan area, six additional metropolitan cities, high-traffic commercial areas and university campuses as well as major transportation infrastructure such as highways, railways and airports. We plan to gradually expand the coverage nationwide and increase the transmission speed of our 5G services thereafter. As we continue to compete with SK Telecom and LG U+ to improve network quality, introduce new services and accommodate increased data usage of subscribers, we may incur significant expenses to acquire additional bandwidth licenses and incur significant capital expenditures to build out and improve our network. We have made extensive efforts to develop advanced technologies as well as provide a variety of services with enhanced speed, latency and connectivity. Furthermore, we are also continually upgrading our broadband network to enable better fiber-to-the-home (“FTTH”) connection, which enhances data transmission speed and connection quality. FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cable extending from the telecommunications operator’s switching equipment to homes or offices. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH enables us to deliver enhanced services that require high bandwidth with stability, such as IPTV and other digital media and content services.

No assurance can be given that our new services will gain broad market acceptance such that we will be able to derive revenue from such services to justify the license fees, capital expenditures and other investments required to provide such services. For example, we discontinued our wireless broadband Internet access (“WiBro”) services in the fourth quarter of 2018, following a steady decrease in its subscriber base in recent years reflecting an increase in popularity of 4G LTE services. If our new services do not gain broad market acceptance, our business, financial condition and results of operations may be adversely affected.

We may not be able to successfully pursue our strategy to acquire businesses and enter into joint ventures that complement or diversify our current business, and we may need to incur additional debt to finance such expansion activities.

One key aspect of our overall business strategy calls for acquisitions of businesses and entering into joint ventures that complement or diversify our current businesses. For example, we have pursued investment opportunities in the financial sector in the past decade that we believe provide attractive growth opportunities. In October 2011, we acquired a controlling interest in BC Card Co., Ltd.

 

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(“BC Card”), a leading credit card solutions provider in Korea in which we hold a 69.54% interest. We also acquired 10.00% of the common shares of K Bank Inc. (“K Bank”), an Internet-only bank that began its commercial operations in April 2017, which interest is accounted for using the equity method of accounting.

While we plan to continue our search for other suitable acquisition and joint venture opportunities, we cannot provide assurance that we will be able to identify additional attractive opportunities or that we will successfully complete the transactions without encountering administrative, technical, political, financial or other difficulties, or at all. Even if we were to successfully complete the transactions, the success of an acquisition or a joint venture depends largely on our ability to achieve the anticipated synergies, cost savings and growth opportunities from integrating the business of the acquired company or the joint venture with our current businesses. There can be no assurance that we will achieve the anticipated benefits of the transaction, which may adversely affect our business, financial condition and results of operations. Pursuing acquisitions or joint venture transactions also requires significant capital, and as we pursue further growth opportunities for the future, we may need to raise additional capital through incurring loans or through issuances of bonds or other securities in the international capital markets.

The Korean telecommunications and Internet-related industries are subject to extensive Government regulations, and changes in Government policy relating to these industries could have a material adverse effect on our operations and financial condition.

The Government, primarily through the MSIT and the KCC, has the authority to regulate the telecommunications industry in Korea. The MSIT and the KCC also have the authority to regulate the pay TV industry under the Korea Broadcasting Act, which covers our IPTV services as well as our satellite TV services provided through KT Skylife Co., Ltd. (“KT Skylife”), in which we own a 49.99% interest. See “Item 4. Information on the Company—Item 4.B. Business Overview—Regulation.” The MSIT’s policy is to promote competition through measures designed to prevent the dominant service provider in any such market from exercising its market power in a way that would prevent the emergence and development of viable competitors. Under such regulations, if a network service provider has the largest market share for a specified type of telecommunications service and its revenue from that service for the previous year exceeds a specific revenue amount set by the MSIT, such entity may be designated as a market-dominating business entity that may not engage in any act of abuse, such as unreasonably interfering with business activities of other business entities, hindering unfairly the entry of newcomers or substantially restricting competition to the detriment of the interests of consumers. Furthermore, under the Internet Multimedia Broadcasting Services Act, an IPTV service provider, together with its affiliates providing IPTV services, is restricted from having more than one-third of the market share of all paid broadcasting subscribers in Korea (consisting of IPTV, cable TV and satellite TV subscribers). As of December 31, 2018, KT Skylife and we together had an aggregate market share of 31.2% of all paid broadcasting subscribers in Korea. The KCC has also issued guidelines on fair competition of telecommunications and Internet-related companies. In addition, the Government sets the policies regarding the use of radio frequency bandwidths and allocates the bandwidths used for wireless telecommunications by an auction process or by a planned allocation.

We and SK Telecom have been designated as market-dominating business entities in the local telephone and mobile markets, respectively, and the MSIT, in consultation with the Ministry of Economy and Finance (“MOEF”), currently approves rates charged by us and SK Telecom for such services. The form of our standard agreement for providing local network services and each agreement for interconnection with other service providers must also be reported to the MSIT. Although we compete freely with other network service providers in terms of rate plans for our principal telecommunications and Internet-related services except for rates we charge for local calls, our inability

 

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to freely set our local telephone service rates may hurt profits from such businesses and impede our ability to compete effectively against our competitors. In addition, the MSIT may periodically announce policy guidelines that we may be recommended to take into consideration in our telecommunications and Internet-related businesses. In recent years, the MSIT has announced policy guidelines with the objectives of reducing mobile service rates and promoting transparency in the decision making of telecommunications service providers. Specific policy guidelines include monthly rate reductions applicable to certain low-income subscribers as well as subscription rate discounts in lieu of handset subsidies. Starting in December 2017, we began providing rate discounts of up to 11,000 per month to our low-income mobile subscribers on government welfare programs. We also increased the maximum discount rate applicable to mobile subscribers who elect not to receive handset subsidies from 20.0% to 25.0% starting in September 2017. Such discounts have contributed to a decrease in the average monthly revenue per subscriber of our mobile services from 34,444 in 2017 to 32,021 in 2018.

The Government may pursue additional measures to regulate the markets in which we compete. For example, according to a proposed amendment to the Telecommunications Business Act, which is currently pending at the National Assembly, the market-dominating mobile network service provider (SK Telecom) is required to provide a “universal” mobile subscription plan at a significant discount to the rates currently available. The current proposal contemplates that the plan be priced at 20,000 per month (including value added tax (“VAT”)) for up to 200 call minutes and data usage of 1 GB. If adopted as proposed, we may offer similar rate plans to compete more effectively with SK Telecom. There can be no assurance that we will not adopt additional measures that reduce rates charged to our subscribers as well as adjustments to our handset subsidies and other measures in the future to comply with regulatory requirements or the Government’s policy guidelines.

The MSIT may revoke our licenses or suspend any of our businesses if we fail to comply with its rules, regulations and corrective orders, including the rules restricting beneficial ownership and control or any violation of the conditions of our licenses. Alternatively, in lieu of suspension of our business, the MSIT may levy a monetary penalty of up to 3.0% of the average of our annual revenue for the preceding three fiscal years. From time to time, we have been imposed fines for violation of regulations imposed by MSIT and KCC, including an imposition of a fine of 12.5 billion in January 2018 by the KCC for violation of regulations relating to handset sales. There is no guarantee that the laws and regulations to which we are or become subject will not have a material adverse effect on our business, financial condition or results of operations.

The legal cases against Mr. Suk-chae Lee, a former chief executive officer, and other former executive officers or directors—and related adverse publicity—could have a material adverse effect on our business, reputation and stock price.

In April 2014, the Seoul Central District prosecutor’s office charged Mr. Suk-chae Lee, a former chief executive officer who resigned in November 2013, with embezzlement and breach of fiduciary duty. Mr. Il Yung Kim, a former standing director and former president of the KT Corporate Center, was charged as a co-conspirator in the breach of fiduciary duty by Mr. Lee, and Mr. Yu-yeol Seo, a former president of Home Business Group, was charged as a co-conspirator in Mr. Lee’s embezzlement. On September 24, 2015, the Seoul District Court acquitted Mr. Lee of the charges of embezzlement and breach of fiduciary duty. Mr. Kim and Mr. Seo were also acquitted of the conspiracy charges. The prosecution appealed the judgments and on May 27, 2016, the Seoul High Court found Mr. Lee and Mr. Seo guilty of embezzlement and sentenced them to 18 months of prison term, to be suspended for two years, for having embezzled and created off-the-books funds of 1.1 billion between 2009 and 2013, using such funds for personal purposes such as payments at weddings and funerals of Mr. Lee’s friends and acquaintances and Mr. Seo’s living and entertainment expenses. However, Mr. Lee and Mr. Kim were acquitted on the charge of breach of fiduciary duty. These judgments have been

 

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appealed by the prosecution as well as by Mr. Lee and Mr. Seo to the Supreme Court of Korea, which, on May 30, 2017, confirmed the acquittal of Mr. Lee and Mr. Kim on the charge of breach of fiduciary duty, and vacated the appellate judgment against Mr. Lee and Mr. Seo on the charge of embezzlement and remanded the case back to the Seoul High Court. On April 26, 2018, the Seoul High Court acquitted Mr. Lee and Mr. Seo on the charge of embezzlement.

The legal cases against Mr. Lee, Mr. Seo, and Mr. Kim do not involve charges of wrongdoing by us. Nevertheless, an adverse determination in any such case or proceeding may harm our reputation and adversely affect the trading price of our shares. The outcome of any related claims, investigations and proceedings is inherently uncertain and there can be no assurance that any further developments in the legal proceedings against Mr. Lee, Mr. Seo, and Mr. Kim, including adverse publicity, will not adversely affect our business, reputation or stock price.

Our charitable or political donations, employment of certain individuals and engagement of an advertising agency connected to a scandal involving Ms. Soon-sil Choi, a confidante of former President Geun-hye Park, and other incidents and allegations could have a material adverse effect on our business, reputation and stock price.

In March 2017, the Constitutional Court of Korea found that many Korean corporations, including us, made donations to two non-profit foundations, Mir Foundation and K-Sports Foundation, at former President Park’s request. Our contributions comprised 1.1 billion of the total 48.6 billion given to Mir Foundation and 700 million of the total 28.8 billion given to K-Sports Foundation. The Constitutional Court also found that an aide of former President Park, at the direction of the former President, on several occasions asked our chief executive officer to hire (and later to promote) two individuals, Mr. Dong-Soo Lee and Ms. Hye-Sung Shin. Mr. Lee was hired and later promoted to the head of a business unit in charge of our marketing and advertisement campaigns and Ms. Shin was hired to another position in the same business unit. Subsequently, the same presidential aide also requested that Mr. Lee and our other officers award advertising contracts to Playground Communications Co., Ltd. (“Playground”), an advertising agency over which Ms. Soon-sil Choi, a confidante of former President Park, effectively owns 70% equity interest, according to the Constitutional Court. The Constitutional Court further held that the companies receiving the purported “requests” from former President Park’s aide appeared to have felt immense pressure to comply with the requests and could not easily have rejected them. Playground was awarded seven advertising contracts for a total of approximately 6.8 billion in 2016, amounting to approximately 3.7% of our annual advertising spending in 2016. In 2016, our payments to Playground amounted to approximately 517 million. We have not awarded additional advertising contracts to Playground since September 2016, and Mr. Lee and Ms. Shin resigned in November 2016 and May 2016, respectively.

In April 2017, the Korean prosecution indicted former President Park on charges of bribery, coercion and abuse of power, among others. On August 24, 2018, the Seoul High Court sentenced the former President to a prison term of 25 years and a monetary fine of 20 billion, having found the former President guilty on many of the charges, including the coercion charges relating to the same events underlying the Constitutional Court decisions described above: (i) the employment and promotions of Mr. Lee and Ms. Shin at KT Corporation, (ii) the entry into advertising contracts with Playground and (iii) the donations to Mir Foundation and K-Sports Foundation by us and other Korean corporations. The prosecution appealed the appellate court’s decision to the Supreme Court of Korea.

On January 18, 2018, the Korean prosecution indicted Mr. Byung-Hun Jun, a former member of the National Assembly, for charges of bribery, corruption and coercion, among others. One of the allegations was that Mr. Jun, during his term as a member of the former Science, ICT, Future Planning, Broadcasting and Communications Committee (currently the Science, ICT, Broadcasting and Communications Committee) of the National Assembly, solicited donations or financial sponsorship

 

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from various corporations, including us, to an organization where he used to serve as the president. In February 2019, the Seoul Central District Court found Mr. Jun guilty of the bribery charges and sentenced him to a prison term of five years and an aggregate monetary fine of 375 million, guilty of abuse of authority and sentenced him to a prison term of one year on probation for two years, and not guilty of the charge in connection with soliciting financial sponsorship of 100 million from us. Both Mr. Jun and the Korean prosecution appealed the court’s decision. While the prosecution indicted Mr. Jun for these allegations, no indictment or charges of wrongdoing were brought against us or any of our executives or employees in connection with Mr. Jun’s indictment.

In January 2018, the Korean police commenced an investigation in connection with the allegations that our current and former executives and employees violated the Political Funds Act of Korea, by making certain donations to various lawmakers using corporate funds. This matter is currently being investigated by the Prosecutors’ Office.

The Seoul Southern District Prosecutor’s Office is currently conducting an investigation on our public recruiting process in 2012. In connection with this investigation, in March and April 2019, the Prosecutor’s Office arrested two former executive officers for engaging in a number of improper hirings during the public recruiting process of college graduates in the second half of 2012. In March 2019, the KT New Labor Union filed criminal complaints with the Seoul Central District Prosecutor’s Office against our current chief executive officer, alleging charges including a criminal breach of fiduciary duty, in connection with management consulting (research and survey) contracts entered into between us and certain public officials since November 2014. The investigation by the Prosecutor’s Office is ongoing.

We cannot be certain at this time how the above-described matters and the publicity around them will develop. While we have not been indicted in connection with the above-mentioned matters, related allegations, claims, investigations and proceedings remain a possibility, and we cannot provide any assurances as to likely outcomes. There can be no assurance that any further developments relating to the above-mentioned matters, including adverse publicity, will not adversely affect our business, reputation or stock price.

Cybersecurity breaches may expose us to significant legal and financial exposure, damage to our reputation and a loss of confidence of our customers.

Our business involves the storage and transmission of large amounts of confidential information of our subscribers and cardholders, and cybersecurity breaches expose us to a risk of loss of this information, which may lead to improper use or disclosure of such information, ensuing potential liability and litigation, any of which could harm our reputation and adversely affect our business. Even though we strive to take all steps we believe are necessary to protect personal information, hardware, software or applications we develop or procure from third parties may contain defects or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to circumvent our security measures to gain access to our systems or facilities through fraud, trickery or other forms of deceiving our employees, contractors and temporary staff. In addition, because the techniques used to obtain unauthorized access or sabotage systems change frequently and may be difficult to detect for long periods of time, we may be unable to anticipate these techniques or implement adequate preventive measures.

In the past, we have experienced cyber-attacks of varying degrees from time to time, including theft of personal information of our subscribers by third parties that have led to lawsuits and administrative actions against us alleging that the leak was caused by our poor management of subscribers’ personal information. For example, in July 2012, the police arrested two third-party individuals in connection with the alleged theft of personal information relating to approximately

 

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8.7 million of our mobile phone subscribers. The individuals in question stole personal information through a series of hackings into our mobile customer information system starting from February 2012. Furthermore, in March 2014, the police arrested three third-party individuals in connection with their alleged theft of personal information relating to approximately 9.8 million of our subscribers. The individuals in question stole the personal information of our subscribers through a series of hackings into our main homepage starting from February 2014. If we experience additional significant cybersecurity breaches or fail to detect and appropriately respond to significant cybersecurity breaches, we could be subject to additional government enforcement actions, regulatory sanctions and litigation in the future. In addition, our subscribers and cardholders could lose confidence in our ability to protect their personal information, which could cause them to discontinue using our services altogether. Furthermore, adverse final determinations, decisions or resolutions regarding such matters could encourage other parties to bring related claims and actions against us. Accordingly, our failure to prevent cybersecurity breaches may materially and adversely impact our business, financial condition and results of operations.

Our business and performance may be harmed by a disruption in our services due to failures in or changes to our systems, or by our failure to timely and effectively expand and upgrade our technology and infrastructure.

Our reputation and ability to attract, retain, and serve our subscribers, cardholders and other business partners are dependent in large part upon the reliable performance of our services and the underlying technical infrastructure. Our telecommunications network systems and information technology systems may not be adequately designed with the necessary reliability and redundancy to avoid performance delays or outages that could be harmful to our business. We have experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, human or software errors, hardware failures, capacity constraints due to an overwhelming number of people accessing our services simultaneously, computer viruses, power losses, fraud and security attacks. Our technical infrastructure is also vulnerable to the risk of damage from natural and other disasters, such as fires, earthquakes, floods, and typhoons, as well as from acts of terrorism and other criminal acts. For example, in November 2018, a fire broke out at one of our facilities located in the Ahyeon district of western Seoul, which temporarily disrupted our wireless, fixed-line and IPTV services in seven districts covered by the facility. We restored most of our services within four days and our fixed-line public switched telephone network (“PSTN”) services within 11 days, and we refunded subscription fees ranging from one to six months as compensation to our affected subscribers. In addition, we are accepting applications from small business owners for financial assistance, which we plan to provide as appropriate to assist in their recovery from the incident.

As the number of our subscribers and cardholders increases and as our customers access, download and transmit increasing volumes of media contents as well as engage in increasing volumes of financial transactions, we may be required to expand and upgrade our technology and infrastructure to continue to reliably deliver our telecommunications, Internet-related and financial services. We cannot provide assurance that we will be able to expand and upgrade our technology and infrastructure to meet user demand in a timely manner, or on favorable economic terms. We purchase telecommunications network equipment from a limited number of key suppliers, and any discontinuation or interruption in the availability of equipment from our key suppliers for any reason could have an adverse effect on our operations. If our users are unable to readily access our services or access is disrupted, users may seek other service providers instead, and may not return to our services or use our services as often in the future. This would negatively impact our ability to attract subscribers, cardholders and other business partners as well as increase engagement of our customers. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed or continually develop our technology and infrastructure to accommodate actual and

 

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anticipated changes in our customers’ needs, our business, financial condition and results of operations may be harmed.

Our intellectual property rights are valuable, and our inability to protect them could reduce the value of our products, services and brands.

Our trade secrets, trademarks, copyrights, patents and other intellectual property rights are important assets for us. We rely on, and expect to continue to rely on, a combination of confidentiality and license agreements with our employees, consultants and third parties with whom we have relationships, as well as trademark, trade dress, domain name, copyright, trade secret and patent laws, to protect our brands and other intellectual property rights. However, various events outside of our control may pose a threat to our intellectual property rights, as well as to our products, services and technologies. For example, we may fail to obtain effective intellectual property protection, or effective intellectual property protection may not be available, in every country in which our services are available. Also, the efforts we have taken to protect our intellectual property rights may not be sufficient or effective, and any of our intellectual property rights may be challenged, which could result in them being narrowed in scope or declared invalid or unenforceable. There can be no assurance that our intellectual property rights will be sufficient to protect against others offering services that are substantially similar to ours and compete with our business.

We also rely on non-patented proprietary information and technology, such as trade secrets, confidential information, know-how and technical information. While in certain cases we have agreements in place with employees and third parties that place restrictions on the use and disclosure of such intellectual property, these agreements may be breached, or such intellectual property may otherwise be disclosed or become known to our competitors, which could cause us to lose competitive advantages resulting from such intellectual property.

We are also pursuing registration of trademarks and domain names in Korea and in select jurisdictions outside of Korea. Effective protection of trademarks, domain names and other intellectual property is expensive and difficult to maintain, both in terms of application and registration costs as well as the costs of defending and enforcing those rights.

We also seek to obtain patent protection for some of our technology, and we have filed various applications in Korea and elsewhere for protection of certain aspects of our intellectual property and currently hold a number of issued patents in multiple jurisdictions. We may be unable to obtain patent or trademark protection for our technologies and brands, and our existing patents and trademarks, and any patents or trademarks that may be issued in the future, may not provide us with competitive advantages or distinguish our products and services from those of our competitors. In addition, any patents and trademarks may be contested, circumvented, or found unenforceable or invalid, and we may not be able to prevent third parties from infringing, diluting or otherwise violating them. Significant infringements of our intellectual property rights, and limitations on our ability to assert our intellectual property rights against others, could harm our ability to compete and our business, financial condition and results of operations could be adversely affected.

We may become party to intellectual property rights claims in the future that may be expensive and time consuming to defend, and such claims, if resolved adversely, could have a significant impact on our business.

Telecommunications and information technology companies own large numbers of patents, copyrights, trademarks, licenses and trade secrets, and frequently enter into litigation based on allegations of infringement, misappropriation or other violations of intellectual property or other rights. In addition, various “non-practicing entities” that own intellectual property rights often attempt to

 

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aggressively assert claims in order to extract payments from companies like us. From time to time, we have received, and may receive in the future, claims from third parties which allege that we have infringed upon their intellectual property rights. Furthermore, from time to time, we may introduce or acquire new services or content, including in areas where we currently do not compete, which could increase our exposure to intellectual property claims from competitors and non-practicing entities.

As we face increasing competition, the number and scope of intellectual property claims against us may grow. There may be intellectual property or other rights held by others, including issued or pending patents, that cover significant aspects of our services, and we cannot be certain that we are not infringing or violating, and have not infringed or violated, any third-party intellectual property rights or that we will not be held to have done so or be accused of doing so in the future. Any claim or litigation alleging that we have infringed or otherwise violated intellectual property or other rights of third parties, with or without merit, and whether or not settled out of court or determined in our favor, could be time consuming and costly to address and resolve, and could divert the time and attention of our management and technical personnel. The outcome of any litigation is inherently uncertain, and there can be no assurance that favorable final outcomes will be obtained. In addition, plaintiffs may seek, and we may become subject to, preliminary or provisional rulings in the course of any such litigation, including potential preliminary injunctions requiring us to cease some or all of our operations.

If any litigation to which we are a party is resolved adversely, we may be subject to an unfavorable judgment that may not be reversed upon appeal. The terms of any such judgment or any settlement may require us to cease some or all of our operations, pay substantial amounts to the other party or seek licensing arrangements. If we are required or choose to enter into royalty or licensing arrangements, such arrangements may not be available on commercially reasonable terms, or at all. In addition, the development or procurement of alternative technology could require significant effort and expense or may not be feasible. Accordingly, an unfavorable resolution of any intellectual property rights claims could adversely affect our business, financial condition and results of operations.

We rely on key researchers and engineers and senior management, and the loss of the services of any such key personnel or the inability to attract and retain replacements may negatively affect our business.

Our success depends to a significant extent upon the continued service of our research and development and engineering personnel, and on our ability to continue to attract, retain and motivate qualified researchers and engineers. In particular, our focus on leading the market in introducing new telecommunications and Internet-related services has meant that we must aggressively recruit engineers with expertise in cutting-edge technologies. In addition, our ability to execute our strategy effectively is dependent upon contributions from our key senior management. Our future success will depend on the continued service of our key executive officers and managers who possess significant expertise and knowledge of our industry. A limited number of individuals have primary responsibility for the management of our business, including our relationships with key business partners. From time to time, there may be changes in our senior management team that may be disruptive to our business, and we may not be able to find replacement key personnel in a timely manner. Any loss or interruption of the services of these individuals, whether from retirement, loss to competitors or other causes, or failure to attract and retain other qualified new personnel, could prevent us from effectively executing our business strategy, cause us to lose key business relationships, or otherwise materially affect our operations.

Government regulation of the credit card industry may adversely affect the operations of BC Card in which we hold a 69.54% interest.

Due to the rapid growth of the credit card market and rising consumer debt levels in Korea, the Government has heightened its regulatory oversight of the credit card industry in recent decades. In

 

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particular, the FSC and the Financial Supervisory Service (“FSS”) have adopted a variety of regulations governing the credit card industry. Among other things, these regulations impose minimum capital adequacy ratios, minimum required provisioning levels applicable to credit card receivables and stringent lending ratios. The FSC and FSS also impose rules governing the evaluation and reporting of credit card balances, procedures governing which persons may receive credit cards as well as processing fees paid by merchants. For example, the FSC and FSS announce periodic guidelines every three years for processing fees paid by merchants for credit card and check card transactions. In November 2018, the FSC and FSS announced guidelines reducing credit card processing fees paid by merchants with annual revenue between 500 million to 50 billion from a range of 2.05% to 2.17% to a revised range of 1.4% to 1.95%. In addition, the guidelines reduced check card processing fees paid by merchants with annual revenue exceeding 500 million from a range of 1.56% to 1.60% to a revised range of 1.10% to 1.45%. BC card implemented such reductions in February 2019.

Pursuant to the FSS’s capital adequacy guidelines, which are derived from standards established by the Bank for International Settlements, credit card companies in Korea are required to maintain a total capital adequacy ratio of at least 8.0% on a consolidated basis. To the extent a credit card company fails to maintain such ratio, Korean regulatory authorities may impose penalties on such company ranging from a warning to a suspension or revocation of its license. BC Card’s capital adequacy ratios were 27.1% as of December 31, 2017 and 29.3% as of December 31, 2018. Such capital adequacy ratio will decrease if the growth in BC Card’s asset base is not matched by corresponding growth in its regulatory capital. In addition, BC Card’s capital base and its capital adequacy ratio may decrease if its results of operations or financial condition deteriorates. Accordingly, there can be no assurance that BC Card will not be required to obtain additional capital in the future in order to maintain its capital adequacy ratio above the minimum required levels. There can be no assurance that, if BC Card requires additional capital in the future, it will be able to obtain such capital on favorable terms or at all, which could have a material adverse effect on the business, financial condition and results of operations of BC Card.

The Government may adopt further regulatory changes in the future that affect the credit card industry. Depending on their nature, such changes may adversely affect the operations of BC Card, by restricting its growth or scope, subjecting it to stricter requirements and potential sanctions or greater competition, constraining its profitability or otherwise.

Disputes with our labor union may disrupt our business operations.

In the past, we have experienced opposition from our labor union for our strategy of restructuring to improve our efficiency and profitability by disposing of non-core businesses and reducing our employee base. Although we have not experienced any significant labor disputes or unrests in recent years, there can be no assurance that we will not experience labor disputes or unrests in the future, including extended protests and strikes, which could disrupt our business operations and have an adverse effect on our financial condition and results of operations.

We also negotiate collective bargaining agreements every two years with our labor union and annually negotiate a wage agreement. Our current collective bargaining agreement expires on October 9, 2019. Although we have been able to reach collective bargaining agreements and wage agreements with our labor union in recent years, there can be no assurance that we will not experience labor disputes and unrest resulting from disagreements with the labor union in the future.

 

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We are subject to various laws and regulations in Korea and other jurisdictions, including the Monopoly Regulation and Fair Trade Act of Korea and other laws and regulations governing our business activities and acts of our management and employees.

Our business operations and acts of our management, employees and other relevant parties are subject to various laws and regulations in and outside Korea. These laws are complicated and sometimes conflicting and our efforts to comply with these laws could increase our cost of doing business, restrict our business activities and expose us or our employees to legal sanctions and liabilities.

The Monopoly Regulation and Fair Trade Act provides for various regulations and restrictions on large business groups enforced by the Korea Fair Trade Commission to prohibit or restrict actions that impede competition and fair trade. The Korea Fair Trade Commission designated us as a large business group under the Monopoly Regulation and Fair Trade Act on April 1, 2002. Our business relationships and transactions with our subsidiaries, affiliates and other companies within the KT group are subject to ongoing scrutiny by the Fair Trade Commission as to, among other things, whether such relationships and transactions constitute undue financial support among companies of the same business group. We are also subject to the fair trade regulations limiting debt guarantees for other domestic member companies of the same group and cross-shareholdings among domestic member companies of the same group, as well as requiring disclosure of the status of such cross-shareholdings. Additionally, we are subject to a prohibition, in effect since July 25, 2014, against circular shareholding among any three or more entities within our business group. Any future determination by the Korea Fair Trade Commission that we have engaged in transactions that violate the fair trade laws and regulations may result in fines or other punitive measures and may have a material adverse effect on our reputation and our business.

Certain of our business activities or acts of our management, employees or other relevant parties, including, without limitation, investigations, claims or legal proceedings involving our former chief executive officer Mr. Lee and incidents relating to the employment of certain executives and execution of certain advertising contracts described above, may raise concerns about compliance with laws of Korea and other relevant jurisdictions, including the United States. These various and sometimes conflicting laws and regulations include the U.S. Foreign Corrupt Practices Act and other laws prohibiting corrupt payments to governmental officials and commercial counterparties. Failure to comply with these laws and regulations could also result in fines, penalties and criminal sanctions against us, our officers, or our employees, prohibitions on conduct of our business, and damage to our reputation. Criminal or civil investigation by Korean or other authorities may have a material impact on our business or reputation, which in turn could impact our relationships with certain of our customers and business partners, and which potentially could give rise to additional regulatory inquiries in Korea or elsewhere. Defending us against any allegations or charges of wrongdoing also could be both costly and time-consuming, and could significantly divert the efforts and resources of our management and other personnel. There can be no assurance that we or our employees and other relevant parties will always be in full compliance with these laws and regulations, or that future legal or regulatory developments applicable to us will not have an adverse impact on our business, reputation or stock price.

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.

In the past, allegations that serious health risks may result from the use of wireless telecommunications devices or other transmission equipment have adversely affected the share prices of some wireless telecommunications companies in the United States. In May 2011, the International

 

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Agency for Research on Cancer (“IARC”) announced that it has classified radiofrequency electromagnetic fields associated with wireless phone use as possibly carcinogenic to humans, based on an increased risk for glioma, a malignant type of brain cancer. The IARC is part of the World Health Organization that conducts research on the causes of human cancer and the mechanisms of carcinogenesis, and aims to develop scientific strategies for cancer control. We cannot assure you that such health concerns will not adversely affect our business. Several class action and personal injury lawsuits have been filed in the United States against several wireless phone manufacturers and carriers, asserting product liability, breach of warranty and other claims relating to radio transmissions to and from wireless phones. We could be subject to liability or incur significant costs defending lawsuits brought by our subscribers or other parties who claim to have been harmed by or as a result of our services. In addition, the actual or perceived risk of wireless telecommunications devices could have an adverse effect on us by reducing our number of subscribers or our usage per subscriber.

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

Substantially all of our revenues are denominated in Won. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes an increase in the amount of Won required by us to make interest and principal payments on our foreign-currency-denominated debt, the costs of telecommunications equipment that we purchase from overseas sources, net settlement payments to foreign carriers and certain payments related to our derivative instruments entered into for foreign exchange risk hedging purposes. Of the 6,648 billion total book value of debentures and borrowings outstanding as of December 31, 2018, 2,392 billion was denominated in foreign currencies. Upon identification and evaluation of our currency risk exposures, we, having considered various circumstances, enter into derivative financial instruments to try to mitigate such risks. Although the impact of exchange rate fluctuations has in the past been partially mitigated by such strategies, our results of operations have historically been affected by exchange rate fluctuations, and there can be no assurance that such strategies will be sufficient to reduce or eliminate the adverse impact of such fluctuations in the future. See “—Item 3.A. Selected Financial Data—Exchange Rate Information”, “Item 5. Operating and Financial Review and Prospects—Item 5.B. Liquidity and Capital Resources” and “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Exchange Rate Risk.”

Fluctuations in the exchange rate between the Won and the Dollar will also affect the Dollar equivalent of the Won price of our ordinary shares on the KRX Korea Composite Stock Price Index (“KOSPI”) Market and, as a result, will likely affect the market price of the ADSs. These fluctuations will also affect the Dollar conversion by the depositary for the American Depositary Receipts (“ADRs”) of cash dividends, if any, paid in Won on our ordinary shares represented by the ADSs.

We may be exposed to potential claims for unpaid wages and become subject to additional labor costs arising from the Supreme Court of Korea’s interpretation of ordinary wages.

Under the Labor Standards Act, an employee’s “ordinary wage” is a key legal construct used to calculate many statutory benefits and entitlements in Korea. Increasing or decreasing the amount of compensation included in employees’ ordinary wages has the effect of increasing or decreasing the amounts of various statutory entitlements that are calculated based on “ordinary wage,” such as overtime premium pay. Under guidelines previously issued by the Ministry of Employment and Labor, prior to the Supreme Court decision described below, an employee’s ordinary wage included base salary and certain fixed monthly allowances for work performed overtime during night shifts and holidays. Prior to the Supreme Court of Korea’s decision described below, companies in Korea had typically interpreted these guidelines as excluding from the scope of ordinary wages fixed bonuses that are paid other than on a monthly basis, namely on a bi-monthly, quarterly or biannual basis.

 

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In December 2013, the Supreme Court of Korea ruled that regular bonuses (including those that are paid other than on a monthly basis) shall be deemed ordinary wages if these bonuses are paid “regularly” and “uniformly” on a “fixed basis” notwithstanding differential amounts based on seniority. Under this decision, any collective bargaining agreement or labor-management agreement which attempts to exclude such regular bonuses from employees’ ordinary wages will be deemed void for violation of the mandatory provisions of Korean law. However, the Supreme Court of Korea further ruled that, in certain limited situations, an employee’s claim of underpayment under the expanded scope of ordinary wages for the past three years may be denied based on the principles of good faith, even if the claim is raised within the statute of limitations period. Following this Supreme Court decision, the Ministry of Employment and Labor issued a Guideline for Labor and Management on Ordinary Wages in January 2014. A bill for amendment to the Labor Standard Act, which includes a definition of “ordinary wages” as “entire money and valuables determined in advance to be provided to the employee by the employer as wages, regardless of its name, in exchange of the prescribed or total work of the employee,” is currently pending at the sub-committee level of the National Assembly.

While we currently are not subject to any claims of underpayment from our current or former employees, the Supreme Court decision may result in additional labor costs for us in the form of additional payments required under the expanded scope of ordinary wages, both those incurred during the past three years and those to be incurred in the future. Any such additional payments may have an adverse effect on our financial condition and results of operation.

Risks Relating to Korea

If economic conditions in Korea deteriorate, our current business and future growth could be materially and adversely affected.

We are incorporated in Korea, and we generate most of our operating revenue in Korea. As a result, we are subject to economic, political, legal and regulatory risks specific to Korea. The economic indicators in Korea in recent years have shown mixed signs of growth and uncertainty, and future growth of the Korean economy is subject to many factors beyond our control, including developments in the global economy. Any future deterioration of the Korean economy, as a result of unfavorable global economic conditions or otherwise, could adversely affect our business, financial condition and results of operations and the market price of our ADSs.

Developments that could have an adverse impact on Korea’s economy include:

 

   

declines in consumer confidence and a slowdown in consumer spending;

 

   

deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including deterioration resulting from territorial or trade disputes or disagreements in foreign policy (such as the controversy between Korea and China regarding the deployment of a Terminal High Altitude Area Defense system in Korea by the United States and the economic and other retaliatory measures imposed by China against Korea in 2017);

 

   

adverse conditions in the economies of countries and regions that are important export markets for Korea, such as China, the United States, Europe and Japan, or in emerging market economies in Asia or elsewhere, as well as increased uncertainties regarding a future Brexit, including the possibility of additional countries exiting from the European Union;

 

   

decreases in the market prices of Korean real estate;

 

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adverse changes or volatility in foreign currency reserve levels, commodity prices (including oil prices), exchange rates (including fluctuation of the U.S. dollar, the Euro or the Japanese Yen exchange rates or revaluation of the Chinese Renminbi), interest rates, inflation rates or stock markets;

 

   

increased sovereign default risk in select countries and the resulting adverse effects on the global financial markets;

 

   

investigations of large Korean business groups and their senior management for possible misconduct;

 

   

a continuing rise in the level of household debt and increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers in Korea;

 

   

social and labor unrest;

 

   

the economic impact of any pending or future free trade agreements or changes in existing free trade agreements;

 

   

a decrease in tax revenue or a substantial increase in the Government’s expenditures for fiscal stimulus measures, unemployment compensation and other economic and social programs that would lead to an increased government budget deficit;

 

   

financial problems or lack of progress in the restructuring of Korean business groups, other large troubled companies (including those in the shipbuilding and shipping sectors), their suppliers or the financial sector;

 

   

loss of investor confidence arising from corporate accounting irregularities or corporate governance issues at certain Korean companies;

 

   

increases in social expenditures to support an aging population in Korea or decreases in economic productivity due to the declining population size in Korea;

 

   

geo-political uncertainty and the risk of further attacks by terrorist groups around the world;

 

   

the occurrence of severe health epidemics in Korea or other parts of the world (such as the Middle East Respiratory Syndrome outbreak in Korea in 2015);

 

   

natural or man-made disasters that have a significant adverse economic or other impact on Korea or its major trading partners;

 

   

political uncertainty or increasing strife among or within political parties in Korea;

 

   

increase in the statutory minimum wage in Korea, to the extent its benefits (such as an increase in consumer confidence or spending level of employees earning the minimum wage) are outweighed by its costs (such as an increase in unemployment rate);

 

   

hostilities or political or social tensions involving oil producing countries in the Middle East and North Africa and any material disruption in the global supply of oil or sudden increase in the price of oil;

 

   

increased reliance on exports to service foreign currency debts, which could cause friction with Korea’s trading partners;

 

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the continued growth 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 the manufacturing base from Korea to China);

 

   

political or social tensions involving Russia and any resulting adverse effects on the global supply of oil or the global financial markets; and

 

   

an increase in the level of tensions or an outbreak of hostilities between North Korea and Korea or the United States.

Escalations in tensions with North Korea could have an adverse effect on us and the market value of our ADSs.

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase abruptly as a result of current and future events. In particular, there have been heightened security concerns in recent years stemming from North Korea’s nuclear weapon and ballistic missile programs as well as its hostile military actions against Korea. Some of the significant incidents in recent years include the following:

 

   

North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty in January 2003 and has conducted six rounds of nuclear tests since October 2006, including claimed detonations of hydrogen bombs, which are more powerful than plutonium bombs, and warheads that can be mounted on ballistic missiles. Over the years, North Korea has also conducted a series of ballistic missile tests, including missiles launched from submarines and intercontinental ballistic missiles that it claims can reach the United States mainland. In response, the Government has repeatedly condemned the provocations and flagrant violations of relevant United Nations Security Council resolutions. In February 2016, the Government also closed the inter-Korea Gaesong Industrial Complex (in which we provided certain telecommunications services prior to its closure) in response to North Korea’s fourth nuclear test in January 2016. Internationally, the United Nations Security Council has passed a series of resolutions condemning North Korea’s actions and significantly expanding the scope of sanctions applicable to North Korea, most recently in December 2017 in response to North Korea’s intercontinental ballistic missile test in November 2017. Over the years, the United States and the European Union have also expanded their sanctions applicable to North Korea.

 

   

In March 2010, a Korean naval vessel was destroyed by an underwater explosion, killing many of the crewmen on board. The Government formally accused North Korea of causing the sinking, while North Korea denied responsibility. Moreover, in November 2010, North Korea fired more than one hundred artillery shells that hit Korea’s Yeonpyeong Island near the Northern Limit Line, which acts as the de facto maritime boundary between Korea and North Korea on the west coast of the Korean peninsula, causing casualties and significant property damage. The Government condemned North Korea for the attack and vowed stern retaliation should there be further provocation.

North Korea’s economy also faces severe challenges, which may further aggravate social and political pressures within North Korea.

Although bilateral summit meetings were held between Korea and North Korea in April, May and September 2018 and between the United States and North Korea in June 2018 and February 2019, there can be no assurance that the level of tensions affecting the Korean peninsula will not

 

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escalate in the future. Any increase in tensions, which may occur, for example, if North Korea experiences a leadership crisis, high-level contacts between Korea or the United States and North Korea break down or further military hostilities occur, could have a material adverse effect on the Korean economy and on our business, financial condition and results of operations.

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

The Securities-related Class Action Act of Korea enacted in January 2004 allows class action suits to be brought by shareholders of companies (including us) listed on the KRX KOSPI Market for losses incurred in connection with purchases and sales of securities and other securities transactions arising from (1) false or inaccurate statements provided in the registration statements, prospectuses, business reports, audit reports, semi-annual or quarterly reports and material fact reports and omission of material information in such documents, (2) insider trading, (3) market manipulation and (4) unfair trading. This law permits 50 or more shareholders who collectively hold 0.01% of the shares of a company to bring a class action suit against, among others, the issuer and its directors and officers. Because of the relatively recent enactment of the act, there is not enough judicial precedent to predict how the courts will apply the law. Litigation can be time-consuming and expensive to resolve, and can divert management time and attention from business operation. We are not aware of any basis upon which such suit may be brought against us, nor are any such suits pending or threatened. Any such litigation brought against us could have a material adverse effect on our business, financial condition and results of operations.

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

Companies in Korea, including us, are subject to corporate governance standards applicable to Korean public companies which differ in some respects from standards applicable in other countries, including the United States. As a reporting company registered with the Securities and Exchange Commission and listed on the New York Stock Exchange, we are, and will continue to be, subject to certain corporate governance standards. However, foreign private issuers, including us, are exempt from certain corporate governance standards required under the New York Stock Exchange. For a description of significant differences in corporate governance practice compared to corporate governance standards of the New York Stock Exchange applicable to U.S. issuers, see “Item 16G. Corporate Governance.” There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public or non-public companies in other countries.

Risks Relating to the Securities

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

Korean law currently limits foreign ownership of the ADSs and our shares. In addition, under our deposit agreement, the depositary bank cannot accept deposits of shares and deliver ADSs representing those shares unless (1) we have consented to such deposit or (2) Korean counsel has advised the depositary bank that the consent required under (1) is no longer required under Korean laws and regulations. Under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us or with our consent 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 these ADSs) and (2) the number

 

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of shares on deposit with the depositary bank at the time of such proposed deposit. The depositary bank has informed us that, at a time it considers to be appropriate, the depositary bank plans to start accepting deposits of shares without our consent and to deliver ADSs representing those shares up to the amount allowed under current Korean laws and regulations. Until such time, however, the depositary bank will continue to obtain our consent for such deposits of shares and delivery of ADSs, which we may not provide. Consequently, if an investor surrenders his ADSs to withdraw the underlying shares, he may not be allowed to deposit the shares again to obtain ADSs. See “Item 10. Additional Information—Item 10.D. Exchange Controls.”

A foreign investor may not be able to exercise voting rights with respect to common shares exceeding certain restrictions.

Under the Telecommunications Business Act, a foreign shareholder who holds 5.0% or more of our total shares is prohibited from becoming our largest shareholder. However, any foreign shareholder who held 5.0% or more of our total shares and was our largest shareholder on or prior to May 9, 2004 is exempt from the regulations, provided that such foreign shareholder may not acquire any more of our shares. In addition, under the Telecommunications Business Act, the MSIT may, if it deems it necessary to preserve substantial public interests, prohibit a foreign shareholder from being our largest shareholder. In the event that any foreigner or foreign government acquires our shares in violation of the above provisions, such foreign shareholder may not be able to exercise voting rights with respect to common shares exceeding such threshold. The MSIT may also order us or the foreign shareholder to take corrective measures in respect of the excess shares within a specified period of six months or less.

In addition, the Telecommunications Business Act restricts the ownership and control of network service providers by foreign shareholders. Foreigners, foreign governments and “foreign invested companies” may not own more than 49.0% of the issued shares with voting rights of a network service provider, including us. As of December 31, 2018, 48.5% of our common shares were owned by foreign investors. In the event that any foreigner or foreign government acquires our shares in violation of the above provisions, such foreign shareholder may not be able to exercise voting rights with respect to common shares exceeding such threshold. The MSIT may also order us or the foreign shareholder to take corrective measures in respect of the excess shares within a specified period of six months or less. See “Item 4. Information of the Company—Item 4.B. Business Overview—Regulation—Foreign Investment” and “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association—Limitations on Shareholding.”

Holders of ADSs will not be able to exercise appraisal rights unless they have withdrawn the underlying ordinary shares and become our direct shareholders.

In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their shares under Korean law. A holder of ADSs will not be able to exercise appraisal rights unless he has withdrawn the underlying ordinary shares and become our direct shareholder. See “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association.”

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

The Commercial Code of Korea and our articles of incorporation require us, with some exceptions, to offer shareholders the right to subscribe for new shares in proportion to their existing ownership percentage whenever new shares are issued. If we offer any rights to subscribe for

 

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additional ordinary shares or any rights of any other nature, the depositary bank, after consultation with us, may make the rights available to an ADS holder or use reasonable efforts to dispose of the rights on behalf of the ADS holder and make the net proceeds available to the ADS holder. The depositary bank, however, is not required to make available to an ADS holder any rights to purchase any additional shares unless it deems that doing so is lawful and feasible and:

 

   

a registration statement filed by us under the 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 Securities Act.

We are under no obligation to file any registration statement. If a registration statement is required for an ADS holder to exercise preemptive rights but is not filed by us, the ADS holder will not be able to exercise his preemptive rights for additional shares. As a result, the ADS holder may suffer dilution of his equity interest in us.

Forward-looking statements may prove to be inaccurate.

This annual report contains “forward-looking statements” that are based on our current expectations, assumptions, estimates and projections about us and the industries in which we operate. The forward-looking statements are subject to various risks and uncertainties. These forward-looking statements include, but are not limited to, those statements using words such as “anticipate,” “believe,” “continues,” “expect,” “estimate,” “intend,” “project,” “aim,” “plan,” “likely to,” “target,” “contemplate,” “predict,” “potential” and similar expressions and future or conditional verbs such as “will,” “would,” “should,” “could,” “might,” “can,” “may,” or similar expressions generally intended to identify forward-looking statements. Those statements include, among other things, the discussions of our business strategy and expectations concerning our market position, future operations, margins, profitability, liquidity and capital resources. We caution you that reliance on any forward-looking statement involves risks and uncertainties, and that although we believe that the assumptions on which our forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and, as a result, the forward-looking statements based on those assumptions could be incorrect. The uncertainties in this regard include, but are not limited to, those identified in the risk factors discussed above. In light of these and other uncertainties, you should not conclude that we will necessarily achieve any plans and objectives or projected financial results referred to in any of the forward-looking statements. We do not undertake to release the results of any revisions of these forward-looking statements to reflect future events or circumstances.

Item 4.  Information on the Company

Item 4.A.  History and Development of the Company

In 1981, the Government established us under the Korea Telecom Act to operate the telecommunications services business that it previously directly operated. Under the Korea Telecom Act and the Government-Invested Enterprises Management Basic Act, the Government exercised substantial control over our business and affairs. Effective October 1, 1997, the Korea Telecom Act was repealed and the Government-Invested Enterprises Management Basic Act became inapplicable to us. As a result, we became a corporation under the Commercial Code, and our corporate organization and shareholders’ rights were governed by the Government’s privatization laws and the Commercial Code. Among other things, we began to exercise greater autonomy in setting our annual budget and making investments in the telecommunications industry, and our shareholders began electing our directors, who had previously been appointed by the Government under the Korea Telecom Act.

 

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Prior to 1993, the Government owned all of the issued shares of our common stock. From 1993 through May 2002, the Government disposed of all of its equity interest in us, and the privatization laws ceased to apply to us in August 2002. We amended our legal name from Korea Telecom Corp. to KT Corporation in March 2002.

Before December 1991, we were the sole provider of local, domestic long-distance and international long-distance telephone services in Korea. The Government began to introduce competition in the telecommunications services market in the early 1990’s. As a result, including ourselves, there are currently three local telephone service providers, five domestic long-distance carriers and numerous international long-distance carriers (including voice resellers) in Korea. In addition, the Government awarded licenses to several service providers to promote competition in other telecommunications business areas such as mobile telephone services and data network services. In June 2009, KT Freetel Co., Ltd. (“KTF”), a subsidiary providing mobile telephone services, merged into KT Corporation, with KT Corporation surviving the merger, with the objective of maximizing management efficiencies of our fixed-line and mobile telecommunications operations as well as more effectively responding to the convergence trends in the telecommunications industry. See “—Item 4.B. Business Overview—Competition.”

We are a corporation with limited liability organized under the laws of Korea, and our legal and commercial name is KT Corporation. Our principal executive offices are located at KT Gwanghwamun Building East, 33, Jong-ro 3-gil, Jongno-gu, 03155, Seoul, Korea, our telephone number is +82-31-727-0114 and the address of our English website is https://corp.kt.com/eng/.

The SEC maintains a website (http://www.sec.gov), which contains reports, information statements and other information regarding issuers that file electronically with the SEC.

Item 4.B.  Business Overview

We are the leading integrated telecommunications service provider in Korea and one of the most advanced in Asia. Our principal services include:

 

   

mobile voice and data telecommunications services based on 4G LTE and 3G W-CDMA technology, as well as 5G mobile services commercially launched in April 2019;

 

   

fixed-line services, which include:

 

  Ø  

(i) fixed-line telephone services, including local, domestic long-distance and international long-distance services, (ii) Voice over Internet Protocol (“VoIP”) telephone services (i.e., provision of communication services over the Internet, and not over the fixed-line PSTN) and (iii) interconnection services to other telecommunications companies;

 

  Ø  

broadband Internet access services; and

 

  Ø  

data communication services, including fixed-line and satellite leased line services and dedicated broadband Internet connection service to institutional customers;

 

   

media and content services, including IPTV, satellite TV, TV home shopping, digital contents distribution, information and communication technology (“ICT”) platform consulting, digital music streaming and downloading and online advertising;

 

   

credit card processing and other financial services offered primarily through BC Card;

 

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various business activities that extend beyond telecommunications and financial services, including information technology and network services and satellite services as well as rental of real estate by KT Estate Inc. (“KT Estate”); and

 

   

sale of goods, primarily sale of handsets related to our mobile services and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed by KT Estate.

Leveraging our dominant position in the fixed-line telephone services market and our established customer base in Korea, we have successfully pursued new growth opportunities and obtained strong market positions in each of our principal lines of business. In particular:

 

   

in mobile services, we achieved a market share of 31.8% with approximately 21.1 million subscribers as of December 31, 2018;

 

   

in fixed-line and VoIP telephone services, we had approximately 15.0 million subscribers, consisting of 11.7 million PSTN subscribers and 3.4 million VoIP subscribers as of December 31, 2018. As of such date, our market share of the fixed-line local telephone and VoIP services was 65.1%; and

 

   

we are Korea’s largest broadband Internet access provider with approximately 8.7 million subscribers as of December 31, 2018, representing a market share of 41.0%.

For the year ended December 31, 2018, our operating revenue was 23,436 billion, our profit for the year was 724 billion and our basic earnings per share was 2,654. As of December 31, 2018, our total assets were 32,474 billion, total liabilities were 17,811 billion and total equity was 14,663 billion.

Our Services

The following table sets out our operating revenue by principal product categories and the respective percentage of total operating revenue in 2017 and 2018.

 

     For the Year Ended December 31,  
     2017     2018  

Products and services

   Billions of
Won
     %     Billions of
Won
     %  

Mobile services

   7,122        30.2   6,828        29.1

Fixed-line services:

          

Fixed-line and VoIP telephone services

     1,834        7.8       1,708        7.3  

Broadband Internet access services

     2,082        8.8       2,113        9.0  

Data communication services

     1,066        4.5       1,048        4.5  
  

 

 

    

 

 

   

 

 

    

 

 

 

Sub-total

     4,982        21.2       4,869        20.8  
  

 

 

    

 

 

   

 

 

    

 

 

 

Media and content

     2,814        12.0       3,182        13.6  

Financial services

     3,443        14.6       3,445        14.7  

Others

     1,825        7.8       1,823        7.8  

Sale of goods (1)

     3,361        14.3       3,289        14.0  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total operating revenue

   23,547        100.0   23,436        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

 

 

(1)

Primarily related to sale of handsets for our mobile service and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed by KT Estate.

 

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The following table sets out our operating revenue by principal product categories and the respective percentage of total operating revenue in 2016 and 2017. During such periods, we allocated our products and services into five principal product categories.

 

     For the Year Ended December 31,  
     2016     2017  

Products and services

   Billions of
Won
     %     Billions of
Won
     %  
     (In billions of Won)  

Mobile services

   7,375        31.8   7,122        30.2

Fixed-line services:

          

Fixed-line and VOIP telephone services

     2,053        8.9       1,834        7.8  

Internet services:

          

Broadband Internet access service

     2,040        8.8       2,082        8.8  

Other Internet-related services (1)

     1,799        7.8       2,139        9.1  

Data communication services

     1,025        4.4       1,066        4.5  
  

 

 

    

 

 

   

 

 

    

 

 

 

Sub-total

     6,917        29.9       7,121        30.2  
  

 

 

    

 

 

   

 

 

    

 

 

 

Financial services

     3,428        14.8       3,443        14.6  

Other

     2,592        11.2       2,500        10.6  

Sale of goods (2)

     2,852        12.3       3,361        14.3  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total operating revenue

   23,164        100.0   23,547        100.0
  

 

 

    

 

 

   

 

 

    

 

 

 

 

 

(1)

Primarily related to revenue from IPTV services.

 

(2)

Primarily related to sale of handsets for our mobile service and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed by KT Estate.

Mobile Services

We provide mobile services primarily based on 4G LTE and 3G W-CDMA technology. We began offering 4G LTE services in the Seoul metropolitan area in January 2012, and we completed the expansion of our coverage nationwide in October 2012. 4G LTE technology enables data to be transmitted faster than 3G W-CDMA technology, generally providing a downloading speed of approximately 50 Mbps per 10 MHz. Since our launch of 4G LTE services, we have acquired additional bandwidth licenses that have enabled us to further enhance the quality of our LTE services.

We have made extensive efforts to continually develop advanced technologies as well as to provide a variety of new mobile services with enhanced speed, latency and connectivity. We commercially launched our next generation 5G mobile services with transmission speed of up to 1 Gbps in April 2019 in the Seoul metropolitan area, six additional metropolitan cities, high-traffic commercial areas and university campuses as well as major transportation infrastructure such as highways, railways and airports. We plan to gradually expand the coverage nationwide and increase the transmission speed of our 5G services thereafter. We believe that the faster data transmission speed and lower latency of the 5G network enables us to offer significantly enhanced wireless data transmission with faster access to multimedia contents.

 

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Revenue related to mobile service accounted for 29.1% of our operating revenue in 2018. The following table shows selected information concerning the usage of our network during the periods indicated and the number of our mobile subscribers as of the end of such periods:

 

     As of or for the Year Ended December 31,  
             2016                      2017                  2018          

Average monthly revenue per subscriber (1)

   35,524      34,444      32,021  

Number of mobile subscribers (in thousands)

     18,892        20,015        21,120  

LTE subscribers

     14,262        15,462        16,971  

W-CDMA subscribers

     4,639        4,554        4,149  

 

 

(1)

The average monthly revenue per subscriber is computed by dividing total monthly fees, usage charges, interconnection fees and value-added service fees for the period by the weighted average number of subscribers (other than MVNO subscribers) and dividing the quotient by the number of months in the period.

We compete with SK Telecom, a mobile service provider that has a longer operating history than us, and LG U+ which began its service at around the same time as KTF. As of December 31, 2018, we had approximately 21.1 million subscribers, or a market share of 31.8%, which was the second largest among the three mobile service providers.

We market our mobile services primarily through independent exclusive dealers located throughout Korea. As of December 31, 2018, there were approximately 2,550 shops managed by our independent exclusive dealers. In addition to assisting new subscribers to activate mobile service and purchase handsets, authorized dealers are connected to our database and are able to assist customers with their account. Although most of these dealers sell exclusively our products and services, sub-dealers hired by exclusive dealers may sell products and services offered by other mobile telecommunications service providers. Authorized dealers are entitled to a commission for each new subscriber registered, as well as ongoing commissions for the first five years based primarily on the subscriber’s monthly fee, usage charges and length of subscription. The handsets sold by us to the dealers cannot be returned to us unless they are defective. If a handset is defective, it may be exchanged for a new one within 14 days from the date of purchase.

In response to the diversification of our customers’ demands and their increasing sophistication, we have also selectively engaged in opportunities to expand our internal sales channels in recent years. As of December 31, 2018, we operated approximately 200 customer plazas that engage in mobile service sales activities as well as provide a one-stop shop for a wide range of other services and products that we offer. We also operate a website to promote and advertise our products and services to the general public and in particular to younger customers who are more familiar with the Internet.

We conduct the screening process for new subscribers with great caution. A potential subscriber must meet all minimum credit criteria before receiving mobile service. The procedure includes checking the history of non-payment and credit information from banks and credit agencies such as the National Information and Credit Evaluation Corporation. Applicants who do not meet the minimum criteria can only subscribe to the mobile service by using a pre-paid card.

Fixed-line Services

We provide a variety of fixed-line services, including various telephone services, broadband Internet access and data communication services.

Fixed-line and VoIP Telephone Services

We utilize our extensive nationwide telephone network to provide fixed-line telephone services, which consist of local, domestic long-distance, international long-distance services and land-to-mobile

 

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interconnection services. Our fixed-line telephone network includes exchanges, long-distance transmission equipment and fiber optic and copper cables. We also provide VoIP telephone services that enable VoIP phone devices with broadband connection to make domestic and international calls. These fixed-line and VoIP telephone services accounted for 7.3% of our operating revenue in 2018. In recent years, the proliferation of mobile phones, as well as the availability of increasingly lower wireless pricing plans, some of which include unlimited voice minutes, has led to significant decreases in our domestic long-distance call minutes and local call pulses. The following table shows selected information concerning our fixed-line telephone network and the number of PSTN and VoIP subscribers as of the end of the periods indicated as well as their engagement levels during such periods.

 

     As of or for the Year Ended December 31,  
     2014      2015      2016      2017      2018  

Total Korean population (thousands) (1)

     51,328        51,529        51,696        51,799        51,826  

PSTN and VoIP lines in service (thousands)

     17,259        16,682        16,266        15,610        14,992  

PSTN lines in service

     13,849        13,268        12,791        12,201        11,637  

Local lines in service

     12,948        12,409        11,869        11,222        10,654  

Group lines in service

     900        859        921        979        983  

VoIP lines in service

     3,411        3,413        3,436        3,409        3,355  

Fiber optic cable (kilometers)

     673,783        695,546        732,873        764,802        784,088  

Domestic long-distance call minutes (millions) (2)

     2,743        2,113        1,507        1,126        892  

Local call pulses (millions) (2)

     4,038        3,034        2,161        1,285        974  

 

 

(1)

Based on the number of registered residents as published by the Ministry of the Interior and Safety of Korea.

 

(2)

Excluding calls placed from public telephones.

Our domestic long-distance cable network is entirely made up of fiber optic cable and can carry both voice and data transmissions. Compared to conventional materials such as coaxial cable, fiber optic cable provides significantly greater transmission capacity with less signal fading, thus requiring less frequent amplification. All of our lines are connected to exchanges capable of handling digital signal technology. A principal limitation of the older analog technology is that applications other than voice communications, such as the transmission of text and computer data, require either separate networks or conversion equipment. Digital systems permit a range of voice, text and data applications to be transmitted simultaneously on the same network.

Japan, China and the United States accounted for the greatest percentage of our international long-distance call traffic measured in minutes in 2018. In recent years, the volume of our incoming calls has exceeded the volume of our outgoing calls. The agreed settlement rate is applied to the call minutes to determine the applicable net settlement payment. The following table shows the number of minutes of international long-distance calls recorded by us and specific service providers utilizing our international long-distance network in each specified category for each year in the five-year period ended December 31, 2018:

 

     Year Ended December 31,  
     2014      2015      2016      2017      2018  
     (In millions of billed minutes)  

Incoming international long-distance calls

     549.4        390.5        352.3        286.4        221.1  

Outgoing international long-distance calls

     212.2        179.0        155.1        125.9        101.1  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     761.6        569.5        507.4        412.3        322.2  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Under the Telecommunications Business Act, we are required to permit other service providers to interconnect to our fixed-line network. Currently, the principal users of this interconnection capacity include affiliates of SK Telecom and LG U+ (offering local, domestic long-distance and international long-distance services, and transmitting calls to and from their mobile networks). We recognize as

 

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land-to-mobile interconnection revenue the entire amount of the usage charge collected from the landline user and recognize as an expense the amount of interconnection charge paid to the mobile service provider.

Broadband Internet Access Services

Leveraging on our nationwide network of 784,088 kilometers of fiber optic cables, we have achieved a leading market position in the broadband Internet access market in Korea. We believe we have a competitive advantage over other broadband Internet access service providers because, unlike our competitors, we can utilize our existing networks nationwide to provide broadband Internet access service. Our principal Internet access services are offered under the “KT Internet” and “KT GiGA Internet” brand names. We also offer WiFi services under the “KT WiFi” brand name, which is designed to integrate fixed-line and wireless services by offering high speed wireless Internet access to laptops and smartphones in hot-spot zones and KT Internet service in fixed-line environments. Our broadband Internet access services accounted for 9.0% of our operating revenue in 2018.

As of December 31, 2018, we had approximately 8.7 million broadband Internet subscribers, including approximately 4.9 million KT GiGA Internet service subscribers with enhanced data transmission speeds of up to 1.0 Gbps. In addition, we had approximately 4.0 million KT WiFi subscribers as of such date. We also sponsored approximately 107,000 hot-spot zones nationwide for wireless connection as of December 31, 2018.

Our KT Internet services primarily utilize ADSL technology, which is a technology that converts existing copper twisted-pair telephone lines into access paths for multimedia and high-speed data communications. ADSL transforms the existing public telephone network from one limited to voice, text and low-resolution graphics to a system capable of bringing multimedia to subscriber premises without new cabling. The asymmetric design optimizes the bandwidth by maximizing the downstream speed for downloading information from the Internet. We are continually upgrading our broadband network to enable better FTTH connection, which further enhances data transmission speed and connection quality. FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cables extending from the telecommunications operator’s switching equipment to the boundary of home or office. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH enables us to deliver enhanced services that require high bandwidth, such as IPTV, and other digital media contents with higher stability.

Data Communication Services

Our data communication services involve offering exclusive lines that allow point-to-point connection for voice and data traffic between two or more geographically separate points. As of December 31, 2018, we leased 267,535 lines to domestic and international businesses. We provide dedicated and secure broadband Internet connection service to institutional customers under the “Kornet” brand name. We provide high-speed connection to our Internet backbone network, as well as rent to our customers and install necessary routers to ensure reliable Internet connection and enhanced security. We provide discount rates to qualified customers, including small- and medium-sized enterprises, businesses engaging in Internet access services and government agencies. Data communication services accounted for 4.5% of our operating revenue in 2018.

Through our wholly owned subsidiary KT Sat Co., Ltd., we also provide transponder leasing, broadcasting, video distribution and data communication services through satellites periodically launched by us. We also lease satellite capacity from other satellite operators to offer satellite services to both domestic and international customers.

 

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Media and Content Services

We offer a variety of media and content services, including IPTV, satellite TV, TV home shopping, digital content distribution, ICT platform consulting, digital music streaming and downloading and online advertising. Media and content services accounted for 13.6% of our operating revenue in 2018.

IPTV

We offer high definition video-on-demand and real-time broadcasting IPTV services under the brand name “olleh TV” as well as ultra-high-definition (“UHD”) IPTV services under the brand name “olleh GiGA UHD TV.” Our IPTV service offers access to an array of digital media contents, including movies, sports, news, educational programs and TV replay, for a fixed monthly fee or on a pay-per-view basis. Through a digital set-top box that we rent to our customers, our customers are able to browse the catalogue of digital media contents and view selected media streams on their television. A set-top box provides two-way communications on an IP network and decodes video streaming data. We had approximately 7.9 million IPTV subscribers as of December 31, 2018.

Satellite TV

We offer satellite TV services with features similar to our IPTV services through KT Skylife, in which we own a 49.99% interest. We had approximately 4.3 million satellite TV subscribers as of December 31, 2018.

KTH

We offer TV home shopping, digital content distribution and information and communication technology platform consulting services through KTH Co., Ltd., in which we hold a 67.10% interest. We offer a variety of consumer products and food items on our IPTV and satellite TV platforms. We also secure rights to digital entertainment contents such as movies, animations and TV series and distribute such contents to other media platforms. In addition, we provide a wide range of consulting services related to build-out of information and communication technology platforms.

Digital Music Services

We operate Genie, our platform for music contents as well as subscription-based access to online music streaming and downloading services, through our subsidiary Genie Music Corporation, in which we hold a 35.97% interest. As of December 31, 2018, Genie was the second-largest music streaming and downloading service provider in Korea in terms of number of subscribers. Genie offers a broad selection of Korean and international music, both in streaming and download formats, as well as a variety of features designed to enhance the experience of users. We offer Genie services in various formats that are specifically designed for mobile and other connected devices, PCs and TVs.

Online Advertising Consulting

We provide strategic advertising consulting services for the online advertising industry through our subsidiary Nasmedia, Co., Ltd. (“Nasmedia”), in which we hold a 42.75% interest. We provide a variety of services for advertising agencies, online media companies and their clients, ranging from market studies to advertising campaign planning as well as analysis of such campaign’s effectiveness. Our proprietary data analysis tools enable us to define specific advertising targets for the clients as well as to evaluate the effectiveness of various marketing channels to provide an optimal advertising campaign strategy.

 

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Financial Services

As part of our overall strategy, we selectively pursue new business opportunities in the financial sector that complement our telecommunications business. In October 2011, we acquired a controlling interest in BC Card, a leading credit card solutions provider in Korea in which we hold a 69.54% interest. We also acquired 10.00% of the common shares of K Bank, an Internet-only bank that began its commercial operations in April 2017, which interest is accounted for using the equity method of accounting. Revenue from our financial services, which consist primarily of revenue from BC Card, accounted for 14.7% of our operating revenue in 2018.

BC Card

Through BC Card, we offer various credit card processing and related financial services. We operate the largest merchant payment network in Korea as measured by transaction volume. We also provide outsourcing services to a wide range of financial institutions for their credit card and check card business operations, including production and delivery of new credit cards, the preparation of monthly statements, management of merchants and other ancillary services. In recent years, we have made efforts to expand our services in select countries in Asia, including China, Indonesia and Vietnam.

A minority interest in BC Card is owned by various financial institutions in Korea, many of which are member companies that enter into co-branding agreements with us and issue credit cards and check cards under the “BC Card” brand. Our member companies that issue co-branded credit or check cards include Woori Card, NH Card, Industrial Bank of Korea and KB Kookmin Card. We engage in joint marketing efforts to promote cards issued pursuant to our co-branding agreements. However, we typically do not assume credit risks related to the inability of cardholders to make payments on their card usage, which are typically assumed by the member companies. As of December 31, 2018, we had approximately 19.9 million credit cards and approximately 34.0 million check cards issued by our member companies under the “BC Card” brand. We also provide ancillary outsourcing services to various other banks, securities companies and financial institutions that do not issue co-branded cards with us.

We charge commissions for merchant fees paid by merchants to credit card companies for processing transactions. Merchant fees vary depending on the type of merchant and the total transaction amounts generated by the merchant. In addition to merchant fees, we receive commissions related to nominal interchange fees for international card transactions, as well as service fees from financial institutions that outsource their credit card business operations.

K Bank

We own 10.00% of the common shares of K Bank, which is one of two Internet-only banks in Korea. Internet-only banks generally operate without branches and conduct their operations primarily through electronic means, which enable them to minimize costs and offer customers higher interest rates on deposits as well as lower lending rates. As of December 31, 2018, K Bank had approximately 0.86 million holders of deposit accounts, with total deposits of 1,862 billion and outstanding loans of 1,264 billion. K bank has 22 shareholders including Woori Bank, NH Investment & Securities, Co., Ltd., GS Retail Co., Ltd., Hanwha Life Insurance Co., Ltd. and us.

Pursuant to the Act on Special Cases Concerning the Establishment and Operation of Internet-only Banks, starting in January 2019, a company with its ICT assets comprising more than 50% of its total assets (such as us) may obtain up to a 34.0% interest in an Internet-only bank, and is required to obtain approval from the FSC in order to become its largest shareholder.

 

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Other Businesses

We also engage in various business activities that extend beyond telecommunications and financial services, including information technology and network services, real estate development and satellite services. Our other businesses accounted for 7.8% of our operating revenue in 2018.

Information Technology and Network Services

We offer a broad array of integrated information technology and network services to our business customers. Our range of services includes consulting, designing, building and maintaining systems and communication networks that satisfy the individual needs of our customers in the public and private sectors. We also operate data centers located throughout Korea and provide a wide range of computing services to companies that need servers, storage and leased lines. Data centers are facilities used to house, protect and maintain network server computers that store and deliver Internet and other network contents. Our data centers are designed to meet international standards, and are equipped with temperature and humidity control systems, regulated and reliable power supplies, mechanical equipment, fire detection and suppression equipment, security monitoring and wide-bandwidth connections to the Internet. Our data centers offer network outsourcing services, server operation services and system support services to our corporate customers.

Real Estate Development

We own land and real estate in various locations throughout Korea. Technological developments have enhanced the coverage area of telecommunications facilities, which enable us to better utilize our existing land and other real estate holdings. Through our wholly-owned subsidiary KT Estate, we engage in the planning and development of residential complexes and commercial buildings on our unused sites, as well as in the leasing of buildings we own. Under the “Remark VILL” brand, we also lease units in residential complexes developed by us in urban areas such as Seoul and Busan.

Sale of Goods

We recognize revenue related to sale of goods, primarily handsets sold to subscribers of our mobile services as well as miscellaneous telecommunications equipment sold to vendors and other telecommunications companies and sale of residential units and commercial real estate developed by KT Estate. We purchase handsets primarily from Samsung Electronics, Apple and LG Electronics. Sale of goods accounted for 14.0% of our operating revenue in 2018.

Our Rates

We offer various service plans for our mobile, fixed-line and media and content services. For our individual customers, we offer rate plans targeting specific customer segments that aim to address their individual needs. We also offer bundled rate plans that provide discounts for subscribing to a combination of our services, as well as family plans that provide discounts for multiple line subscriptions under one household. For many of our services, we provide additional discounts for customers who commit to extended subscription periods. We provide an online tool designed to help our customers select a plan that is customized to their needs. Our service rates are typically charged on a monthly basis and are due at the end of the month. Our customers are also assessed a 10.0% VAT.

Our rates for business customers are tailored to the specific needs of the business customers.

 

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Mobile Services

We offer a wide range of mobile service plans that vary depending, among others, on mobile technology (5G, LTE or W-CDMA), mobile device (mobile phone, tablet or other WiFi device) and age category, under which we offer plans based on usage volume for voice calling, data transmission and text messaging as well as addition of value-added services. Our premium packages offer unlimited voice calling, data transmission and text messaging as well as additional media content. We also provide plans specially designed for elderly and young subscribers as well as special discounts to subscribers with physical disabilities or on welfare programs. We do not charge an activation fee for our mobile services.

For mobile service plans that offer unlimited data transmission, we typically decelerate data transmission speeds after a subscriber reaches a set data usage threshold. For usage-based data transmission plans, our subscribers are typically charged additional data transmission fees if usage exceeds the applicable quota. However, for many of our plans, we provide our subscribers the ability to bank unused data transmission quota of the current month to the following month, or borrow quota allocated to the following month if the current monthly quota have been exhausted.

We also subsidize the purchase of new handsets by our qualifying subscribers who agree to use our service for a predetermined service period and purchase handsets on an installment basis. Under the Handset Distribution Reform Act, everyone, regardless of their status, is entitled to receive either a handset subsidy related to the purchase of a recently released mobile phone, or a discount on the mobile service subscription rate. The ceiling on handset subsidies previously imposed was phased out in October 2017, but the MSIT announced policy guidelines to promote additional discounts on mobile service subscription rates. Following such policy guidelines, we increased the maximum discount rate applicable to mobile subscribers who elect not to receive handset subsidies from 20.0% to 25.0% starting in September 2017.

The following table summarizes the terms of our representative LTE mobile service plans that we currently offer:

 

Plan

  Monthly
Rate
  Voice
Calls
  Video
Calls
 

Data Transmission

 

Additional Features

Data On Premium

  89,000   Unlimited   300 min.   Unlimited  

•    Handset insurance using reward points

•    Additional device free

•    Media package offering music, video, webtoon and movie content.

Data On Video

  69,000   Unlimited   300 min.   Unlimited, but decelerate to 5 Mbps after 100 GB  

•    Mobile TV package offering live broadcast and VOD contents of up to 2 GB per day

Data On Talk

  49,000   Unlimited   300 min.   Unlimited, but decelerate to 1 Mbps after 3 GB  

•    Mobile TV package offering live broadcast and VOD contents of up to 2 GB per day

LTE Data Choice

  32,890 to
109,890
  Unlimited   30 min. to
200 min.
  300 MB to unlimited, but decelerate to 5 Mbps after 30 GB  

•    Media package for plans with monthly rates greater than 87,890

•    Mobile TV package for plans with monthly rates between 54,890 to 76,890

LTE Basic

  33,000   Unlimited   50 min.   1 GB  

LTE Voice

  18,700   100 min.   None   None  

 

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In addition to our mobile service plans, we offer value-added services for additional monthly fees that can be added to the subscription such as media packages, mobile TV packages, additional data transmission packages, caller ID, music service packages and ring tone services and usage reporting services. We also offer fixed-rate international roaming plans that provide data roaming services in various countries around the world, which may be scheduled or automatically activated upon access from an overseas location.

Our mobile services also generate interconnection charges and expenses. For a call initiated by a mobile subscriber of one of our competitors to our mobile subscriber, the competitor collects from its subscriber its normal rate and remits to us a mobile-to-mobile interconnection charge. In addition, for a call initiated by our mobile subscriber to a mobile subscriber of one of our competitors, we collect from our subscriber our normal rate and remit to the competitor a mobile-to-mobile interconnection charge.

The following table shows the interconnection charges we paid per minute (exclusive of VAT) to our competitors, and the charges received per minute (exclusive of VAT) from mobile operators for mobile to mobile calls:

 

     Effective Starting  
     January 1, 2016      January 1, 2017      January 1, 2018  

KT

   17.1      14.6      13.1  

SK Telecom

     17.0        14.6        13.1  

LG U+

     17.2        14.6        13.1  

Fixed-line Services

Fixed-line Telephone Services

Local and Domestic Long-distance. Our standard usage-based fixed-line telephone service plan consists of a base monthly rate of 5,720 and usage fees for local and domestic long-distance calls, as well as calls to VoIP phones and mobile phones. We charge 42.9 per three-minute increment for local calls, 15.95 per ten second increment for domestic long-distance calls, 53.9 per three-minute increment for calls to VoIP phones and 15.95 per ten second increment for calls to mobile phones. All usage-based fees are subject to discounts during certain low-usage periods of the day and on national holidays. The rates we charge for local calls are subject to approval by the MSIT after consultation with the MOEF. For our subscribers who are initiating fixed-line telephone services, we charge a one-time nonrefundable activation fee of 60,000, which is waived with a three-year subscription commitment.

We also offer a flat rate fixed-line telephone service plan with a base monthly rate of 12,100 (or 8,470 for a three year subscription commitment) that includes 50 hours of local and domestic long-distance calls and calls to VoIP phones. Calls to mobile phones are not included in the free 50 hours, and we charge 15.95 per ten second increment for such calls. For a premium plan with a base monthly fee of 16,500 (or 11,550 for a three year subscription commitment), calls to KT mobile subscribers are included as part of the free 50 hours.

Until April 2001, we collected refundable service activation deposits for our fixed-line telephone services, which were refunded upon termination of service. As of December 31, 2018, we had 316 billion in refundable service activation deposits outstanding and 1.4 million subscribers enrolled under the deposit plan, each of whom are eligible to switch to a no-deposit plan and receive a refund of their service activation deposit, less the non-refundable service activation fee.

International Long-distance. For our international long-distance services, fees for out-going calls vary based on the destination country and whether the user has subscribed to an international

 

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long-distance services plan, which can be customized based on the type of telecommunication device (mobile or fixed-line), destination countries and other customer preferences. Usage is typically measured in one-second increments. We pay a settlement fee to the relevant foreign carrier for such calls under a bilateral agreement with the foreign carrier. For incoming calls (including calls placed in Korea by customers of the foreign carriers for home country direct-dial services), we receive settlement payments from the relevant foreign carrier at the applicable settlement rate specified under the relevant bilateral agreement.

Land-to-mobile Interconnection. We provide other telecommunications service providers, including mobile operators and other fixed-line operators, interconnection to our fixed-line network. For a call initiated by a landline user to a mobile service subscriber, we collect from the landline user the land-to-mobile usage charge and remit to the mobile service provider a land-to-mobile interconnection charge. We recognize as land-to-mobile interconnection revenue the entire amount of the usage charge collected from the landline user and recognize as expense the amount of interconnection charge paid to the mobile service provider. The MSIT periodically issues orders setting the interconnection charge calculation method applicable to interconnections with mobile service providers. The MSIT determines the land to mobile interconnection charge by calculating the long run incremental cost of mobile service providers, taking into consideration technology development and future expected costs.

The following table shows the interconnection charges we paid per minute (exclusive of VAT) to mobile operators for landline to mobile calls:

 

     Effective Starting  
     January 1, 2016      January 1, 2017      January 1, 2018  

SK Telecom

   17.0      14.6      13.1  

LG U+

     17.2        14.6        13.1  

Land-to-land and Mobile-to-land Interconnection. For a call initiated by a landline subscriber of our competitor to our fixed-line user, the landline service provider collects from its subscriber its normal rate and remits to us a land-to-land interconnection charge. In addition, for a call initiated by a mobile service subscriber to our landline user, the mobile service provider collects from its subscriber its normal rate and remits to us a mobile-to-land interconnection charge.

The following table shows such interconnection charge per minute collected for a call depending on the type of call, as determined by the MSIT:

 

     Effective Starting  
     January 1, 2016      January 1, 2017      January 1, 2018  

Local access (1)

   10.9      9.7      8.7  

Single toll access (2)

     12.0        10.9        10.0  

Double toll access (3)

     15.5        14.8        12.7  

 

Source: The MSIT.

 

(1)

Interconnection between local switching center and local access line.

 

(2)

Interconnection involving access to single long-distance switching center.

 

(3)

Interconnection involving access to two long-distance switching centers.

VoIP Telephone Services

Our VoIP telephone services offer rate plans that charge generally lower base monthly rates and usage-based fees compared to our fixed-line telephone services. For our subscribers who are initiating VoIP telephone services, we charge a one-time nonrefundable activation fee of 10,000, which is waived with a one-year subscription commitment.

 

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Broadband Internet Access Services

We offer various broadband Internet access service plans based on data transmission speed and data usage thresholds and offer discounts based on length of commitment that are applied for periods of up to four years. Most of our plans also include WiFi routers that enable our subscribers to create a WiFi environment in their residences. We charge our customers a one-time installation fee per site of 27,500. We also charge a modem rental fee ranging from 4,400 to 22,000 per year that varies depending on the type of model required for the service plan, which is also subject to discounts and waivers based on length of subscription commitment period.

The following table summarizes the terms of our representative broadband Internet access service plans that we currently offer:

 

Plan

   Monthly Rate      Rate with
3 Year Term
     Maximum
Speed
   Max Speed
Daily Limit (1)
  

Additional Features

10 GiGA Max 10G

   110,000      88,000      10 Gbps    1000 GB    2 WiFi routers included.

10 GiGA Max 5G

   82,500      60,500      5 Gbps    500 GB    2 WiFi routers included.

10 GiGA Max 2.5G

   60,500      44,000      2.5 Gbps    250 GB    Discount on 1 WiFi router rental.

GiGA Internet Max 1G

   55,000      38,500      1.0 Gbps    150 GB   

GiGA Internet Max 100M

   39,600      22,000      100 Mbps    None   

 

 

(1)

Data transmission speed is reduced to 100Mbps if data usage exceeds the specified maximum speed daily limit.

Media and Content Services

Our IPTV and satellite TV service plans vary based on the package of media channels provided, availability of UHD channels and the inclusion of other value-added services. In addition to monthly rates for subscription, we charge a one-time installation fee of 27,500 per set-top box and a digital set-top box rental fee ranging from 2,200 to 9,900 per year that varies depending on the type of set-top box required for the service plan, which is also subject to discounts and waivers based on length of subscription commitment period. We also offer various video-on-demand contents for streaming and downloading for a fee. In addition to offering service plans that enable TV viewing at home as well as access on mobile devices, we provide separate mobile TV plans at lower rates that are specifically designed for mobile devices.

The following table summarizes the terms of our representative IPTV and satellite TV service plans that we currently offer:

 


Plan

   Monthly
Rate
     Rate with
3 Year Term
     Channels
(UHD)
   

Additional Features

Olleh TV Live

          

TV Movie Plus

   55,000      44,000        261  (6)   

•    Prime movie package that provides access to more than 20,000 video-on-demand contents.

•    Catch-on & Plus channel dedicated to latest popular movies and dramas.

•    Discounts on online TV home shopping purchases.

TV Slim

   16,500      13,200        228  (3)   

Olleh TV Skylife

          

TV Entertainment

   31,020      24,816        216  (5)   

•    Monthly coupon of 10,000 for video-on-demand.

TV Slim

   16,500      13,200        199  (5)   

 

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Bundled Rate Plans

In order to provide our customers with additional value and further promote our marketing efforts to cross sell our various services, we provide our customers with various bundled rate plans that provide discounts for subscribing to a combination of our services, as well as family plans that provide discounts for multiple line subscriptions under one household. As of December 31, 2018, the majority of our subscribers participated in our bundled rate plans.

Fixed-line Packages

We offer substantial discounts to customers who subscribe to two or more of our fixed-line and TV services consisting of fixed-line telephone, VoIP telephone, broadband Internet access, IPTV and satellite TV services. Subscription payments collected pursuant to our bundled rate plans are allocated to each service.

Mobile Packages

For our mobile services, we offer family plans that provide discounts of up to 11,000 per mobile phone subscription. Up to five members of a household may participate in our family plans.

Fixed-line and Mobile Combination Packages

We also offer various bundled rate plans that combine our fixed-line and TV services with mobile services, for both households and single subscribers. For households that subscribe to broadband Internet access as well as mobile services, our premium family plan provides discounts of approximately 50% for broadband Internet access subscription as well as for mobile services of each additional family member (up to four additional members).

Competition

We face significant competition in each of our principal business areas. In the markets for mobile services, fixed-line services and media and content services, we compete primarily with SK Telecom and LG U+ (including their affiliates). In the past two decades, considerable consolidation in the telecommunications industry has occurred, resulting in the current competitive landscape comprising three network service providers that offer a wide range of telecommunications and data communications services. In early 2019, each of our primary competitors announced plans to acquire a leading cable TV operator in Korea to significantly increase their market shares in the pay TV market, which we expect will further intensify competition. In January 2019, LG U+ announced its plan to acquire a controlling interest in CJ HelloVision. In February 2019, SK Telecom announced its plan to merge with t-broad. To a lesser extent, we also compete with various value-added service providers and specific service providers as classified under the Framework Act on Telecommunications and the Telecommunications Business Act, including MVNOs that lease mobile networks and offer mobile services, VoIP service providers that offer Internet telephone services, cable TV operators, text messaging service providers (particularly Kakao) and voice resellers, many of which offer competing services at lower prices.

We compete primarily based on our service performance, quality and reliability, ability to accurately identify and respond to evolving consumer demand, and pricing. With the launch of the next generation 5G mobile services in April 2019, we expect competition to further intensify among the three network service providers, which may result in an increase in marketing expenses, as well as additional capital expenditures related to implementing 5G mobile services. Mobile service providers also grant subsidies or subscription discount rates to subscribers who purchase new handsets and

 

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agree to a minimum subscription period and we compete also based on such amounts. We and SK Telecom have been designated as market-dominating business entities in the local telephone and mobile markets, respectively, under the Telecommunications Business Act. Under this Act, a market-dominating business entity may not engage in any act of abuse, such as unreasonably interfering with business activities of other business entities, hindering unfairly the entry of newcomers or substantially restricting competition to the detriment of the interests of consumers. In addition, changes in our local telephone rates and mobile rates of SK Telecom require prior approval from the MSIT. The KCC has also issued guidelines on fair competition of the telecommunications companies.

In the financial services market, our credit and check cards issued under the “BC Card” brand pursuant to co-brand agreements with member companies compete principally with cards issued by other leading credit card companies in Korea with their own merchant payment networks, such as Shinhan Card, Hyundai Card and Samsung Card. Our member companies that issue co-branded credit or check cards include Woori Card, NH Card, Industrial Bank of Korea and KB Kookmin Card. We also compete with service providers that provide outsourcing services related to business operations of credit card companies. Competition in the credit card and check card businesses has increased substantially as existing credit card companies, consumer finance companies and other financial institutions in Korea have made significant investments and engaged in aggressive marketing campaigns and promotions for their credit and check cards, as well as investing in operational infrastructure that may reduce the need for our outsourcing services.

The following tables show the market shares in our principal markets in terms of subscribers as of the dates indicated:

Mobile Services

 

     Market Share (%) (1)  
     KT Corporation      SK Telecom      LG U+  

December 31, 2016

     30.8        48.8        20.4  

December 31, 2017

     31.4        47.9        20.7  

December 31, 2018

     31.8        46.9        21.3  

 

Source: The MSIT.

 

(1)

Includes subscribers of MVNOs that lease mobile networks of the respective mobile service provider.

Fixed-line Local Telephone and VoIP Services

 

     Market Share (%)  
     KT Corporation      SK Broadband      LG U+  

December 31, 2016

     64.9        15.1        12.4  

December 31, 2017

     65.2        15.1        12.5  

December 31, 2018

     65.1        14.8        12.6  

 

Source: Korea Telecommunications Operators Association.

Broadband Internet Access Services

 

     Market Share (%)  
     KT Corporation      SK Broadband      LG U+      Others  

December 31, 2016

     41.4        25.3        17.6        15.7  

December 31, 2017

     41.4        25.7        18.0        14.9  

December 31, 2018

     41.0        25.4        18.9        14.7  

 

Source: The MSIT.

 

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Pay TV Services

 

     Market Share (%)  
     KT Corporation (1)      SK Broadband      LG U+  

December 31, 2016

     30.5        12.9        9.5  

December 31, 2017

     30.8        13.5        10.9  

December 31, 2018

     31.2        14.1        12.0  

 

Source: Korea Telecommunications Operators Association.

 

(1)

Including market share of KT Skylife.

Regulation

With the establishment of the MSIP in March 2013, many of the regulatory responsibilities formerly handled by the KCC have been transferred to the MSIP. On July 26, 2017, the MSIP was renamed as the Ministry of Science and ICT. Under the Framework Act on Telecommunications and the Telecommunications Business Act, the MSIT continues to have comprehensive regulatory authority over the telecommunications industry and all network service providers.

Since the establishment of its predecessor, the MSIP, the MSIT has assumed primary policy and regulatory responsibility for matters such as: (i) licensing of network service providers (the MSIT authorizes the licensing of IPTV service providers and, with the consent of the KCC, authorizes the licensing of satellite broadcasting companies); (ii) regulation of mergers and acquisitions, as well as license suspension and termination of network service providers; (iii) providing oversight on foreign ownership ratios in network service providers; and (iv) reviewing telecommunication matters as they relate to the public interest and approving ancillary telecommunication business activities. Additionally, the MSIT is responsible for a broad range of other policy and regulatory matters, including the administration and supervision of regulatory reporting by telecommunications companies, examination and analysis of accounting and business management practices in the industry, establishment and administration of policies governing telecommunications service fees, value-added service providers and specific service providers, as well as supervision of reporting requirements of standard telecommunications service/user contracts.

Under the supervisory framework, a network service provider must be licensed by the MSIT. Our license as a network service provider permits us to engage in a wide range of telecommunications services. However, starting on June 25, 2019, network service providers will be subject to a registration process, which will eliminate the distinction between network service providers and specific service providers that utilize leased facilities and are subject to a registration process. Such amendment will result in the integration of specific service providers into the broadened category of network service providers, and enable specific service providers to engage in a wider range of telecommunications services previously restricted to network service providers.

The KCC’s overall policy role is to play a key role in regulatory activities aimed at protecting service users in the broadcast and telecommunications market and it continues to be responsible for investigations and sanctions regarding violations by telecommunications companies, as well as for mediating disputes between service providers and users. The KCC is established under the direct jurisdiction of the President of Korea and is comprised of five standing commissioners. Commissioners of the KCC are appointed by the President, and the appointment of the Chairperson must be approved at a confirmation hearing at the National Assembly.

Under the Act on Promotion of Information and Communications Network Utilization and Information Protection, etc., telecommunications service providers are also required to protect personal information of their customers. Generally, when a telecommunications service provider intends to

 

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collect or use its customer’s personal information, such telecommunications service provider, with certain exceptions, must notify and receive the customers’ consent in relation to the purpose of collection, the use of the collected personal information, types of personal information collected and period during which the personal information will be possessed and used. Korean telecommunications providers may not use their customers’ personal information for any purpose other than the purpose their customers have consented to. In addition, there are various internal processes that the telecommunications providers are mandated to install in order to collect and handle personal information of their customers.

The MSIT also has the authority to regulate the pay TV market, including IPTV services. Under the Internet Multimedia Broadcasting Services Act, anyone intending to engage in the Internet multimedia broadcasting business must obtain a license from the MSIT. The ownership of the shares of an Internet multimedia broadcasting company by a newspaper, a news agency or a foreigner is limited. Furthermore, under the Internet Multimedia Broadcasting Services Act, an IPTV service provider, together with its affiliates providing IPTV services, is restricted from having more than one-third of the market share of all paid broadcasting subscribers in Korea (consisting of IPTV, cable TV and satellite TV subscribers).

Rates

Under current regulations implementing the Telecommunications Business Act, a network service provider may set its rates at its discretion, although it must report to the MSIT the rates and the general terms and conditions for each type of network service provided by it. However, if a network service provider has the largest market share for a specified type of service and its revenue from that service for the previous year exceeds a specific revenue amount set by the MSIT, it must obtain prior approval from the MSIT for the rates and the general terms for that service. Each year the MSIT designates the service providers and the types of services for which the rates and the general terms must be approved by the MSIT. In 1997, the MSIP designated us for local telephone service and SK Telecom for mobile service, which currently remains in effect. The MSIT, in consultation with the MOEF, is required to approve the rates proposed by a network service provider if (1) the proposed rates are appropriate, fair and reasonable and (2) the calculation method for the rates are appropriate and transparent. The form of our standard agreement for providing local network service and each agreement for interconnection with other service providers must also be reported to the MSIT.

The Government has also imposed regulations to restrict the amount of handset subsidies, which may cause mobile subscribers to subscribe to more expensive monthly plans in return for greater handset subsidies or may cause handset vendors to provide discriminatory subsidies based on consumers’ age, residence and subscription plan. In October 2014, the Handset Distribution Reform Act was implemented, with the primary objectives of reducing overall mobile service expenses to consumers, encouraging handset manufacturers to reduce retail prices and restricting discriminatory subsidy practices. Under the Handset Distribution Reform Act, everyone, regardless of their status, is entitled to receive either a handset subsidy related to the purchase of a recently released mobile phone, or a discount on the mobile service subscription rate. The ceiling on handset subsidies previously imposed was phased out in October 2017, but the MSIT announced policy guidelines to promote additional discounts on mobile service subscription rates. Following such policy guidelines, mobile service providers increased the maximum discount rate applicable to subscribers who elect not to receive handset subsidies from 20.0% to 25.0% starting in September 2017. The MSIT may periodically announce additional policy guidelines that telecommunications companies are recommended to take into consideration. In recent years, the MSIT has announced policy guidelines with objectives of reducing telecommunications service rates and promoting transparency in the decision making of telecommunications service providers. Specific policy guidelines include monthly rate reductions applicable to certain low-income subscribers, which was implemented by mobile service providers in December 2017.

 

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Other Activities

A network service provider, such as us, must obtain the permission of the MSIT in order to:

 

   

modify its licenses;

 

   

discontinue, suspend or spin off all or a part of the business for which it is licensed;

 

   

transfer or acquire all or a part of the business of another network service provider; or

 

   

enter into a merger with another network service provider.

By submitting a report to the MSIT, a network service provider may enter into arrangements for services to be furnished to its customers by a different telecommunications service provider and, in connection therewith, may provide its telecommunications services to, or authorize the use of all or a portion of its telecommunications facilities by, such other telecommunications service provider. The MSIT can revoke our licenses or order the suspension of any of our businesses if we do not comply with the regulations of the MSIT under the Telecommunications Business Act.

The responsibilities of the MSIT include:

 

   

drafting and implementing plans for developing telecommunications technology;

 

   

fostering and providing guidance to institutions and entities that conduct research relating to telecommunications; and

 

   

recommending to network service providers that they invest in research and development or that they contribute to telecommunications research institutes in Korea.

In addition, all network service providers (other than regional paging service providers) are obligated to contribute toward the supply of “universal” telecommunications services in Korea. Telecommunications service providers designated as “universal service providers” by the MSIT are required to provide universal telecommunications services such as local services, local public telephone services, discount services for persons with disabilities and for certain low-income persons, telecommunications services for remote islands and wireless communication services for ships. We have been designated as a universal service provider. The costs and losses recognized by universal service providers in connection with providing these universal telecommunications services, except for discount services for persons with disabilities and for certain low-income persons, will be shared on an annual basis by all network service providers (other than regional paging service providers), including us, on a pro rata basis based on their respective net annual revenue calculated pursuant to a formula set by the MSIT. As for the costs and losses recognized by a universal service provider in connection with providing discount services for persons with disabilities and for certain low-income persons, such costs and losses will be borne by such universal service provider.

Prior to April 2018, in accordance with the MSIT’s determination that we possessed essential infrastructure, we were required to permit other fixed-line communications service providers to co-use our fixed-line telecommunication infrastructure, upon the request of such other fixed-line telecommunications service providers. On April 10, 2018, to facilitate expedient establishment of 5G mobile services infrastructure, the Government announced its initiatives to amend the co-use system, as follows: (i) we should permit not only fixed-line telecommunications service providers, but also mobile service providers such as SK Telecom and LG U+ to co-use our telecommunications infrastructure necessary for provision of 5G mobile services, (ii) the Government determined that we,

 

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SK Telecom, SK Broadband and LG U+ possessed essential infrastructure with respect to the interval between the cable entry at a building and the initial occurrence of connection within the building and required that the three companies share such infrastructure throughout buildings in Korea with each other, and (iii) fixed-line telecommunications service providers and mobile service providers are required to participate in joint efforts to construct additional fixed-line and mobile network architecture. For more information on our mobile network architecture, see “Item 4.D. Property, Plant and Equipment—Mobile Networks.”

In addition, we are required to lease to other companies our fixed-lines that connect subscribers to our network. This system, which is called local loop unbundling, is intended to prevent excessive investment in local loops. This system requires us to lease the portion of our copper lines that represent our excess capacity to other companies upon their request at rates that are determined by the MSIT based on our cost, and taking into consideration an appropriate rate of return, to enable them to provide voice and broadband services. Revenue from local loop unbundling, if any, are recognized as revenue from other businesses.

Foreign Investment

The Telecommunications Business Act restricts the ownership and control of network service providers by foreign shareholders. Foreigners, foreign governments and “foreign invested companies” may not in the aggregate own more than 49.0% of the issued shares with voting rights of a network service provider, including us. For purposes of the Telecommunications Business Act, the term “foreign invested company” means a company in which a foreigner or a foreign government is the largest shareholder and holds 15.0% or more of the company’s shares with voting rights, provided, however, that such company will not be counted as a foreign shareholder for the purposes of the 49.0% limit if (1) it holds less than 1.0% of our total issued and outstanding shares with voting rights or (2) if the largest shareholder of such company is a government or foreign entity of a country that is a counterparty to a free trade agreement with Korea, as publicly announced by the MSIT, and the MSIT determines that the fact that such foreign government or entity holds a 15.0% or greater shareholding in such company does not present a risk of harm to the public interest. However, the calculation of the above-referenced 49% ceiling will apply to: (x) any foreign entities that have entered into a major management-related agreement with a network service provider or the shareholder(s) thereof; and (y) foreign entities that have entered into an agreement pertaining to the settlement of fees relating to the handling of international electronic telecommunications services. As of December 31, 2018, 48.5% of our common shares were owned by foreign investors. In the event that a network service provider violates the shareholding restrictions, its foreign shareholders cannot exercise voting rights for their shares in excess of such limitation, and the MSIT may require corrective measures be taken to comply with the ownership restrictions. There is no restriction on foreign ownership for specific service providers and value-added service providers.

In addition to the 49.0% limit referenced above, under the Telecommunications Business Act, a foreign shareholder who holds 5.0% or more of our total shares is prohibited from becoming our largest shareholder. However, any foreign shareholder who held 5.0% or more of our total shares and was our largest shareholder on or prior to May 9, 2004 is exempt from the regulations, provided that such foreign shareholder may not acquire any more of our shares. In addition, under the Telecommunications Business Act, the MSIT may, if it deems it necessary to preserve substantial public interests, prohibit a foreign shareholder from being our largest shareholder. In the event that any foreigner or foreign government acquires our shares in violation of the above provisions, the Telecommunications Business Act restricts such foreign shareholder from exercising his or her voting rights with respect to common shares exceeding such threshold. The MSIT may also order us or the foreign shareholder to take corrective measures in respect of the excess shares within a period of up to six months.

 

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Customers and Customer Billing

We typically charge residential subscribers and business subscribers similar rates for services provided. On a case-by-case basis, we also provide discount rates for some of our high-volume business subscribers. We bill all of our customers on a monthly basis. Our customers may make payment at either payment points such as local post offices, banks or our service offices, through a direct-debit service that automatically deducts the monthly payment from a subscriber’s designated bank account, or through a direct-charge service that automatically charges the monthly payment to a subscriber’s designated credit card account. Approximately 86.3% of our subscribers as of December 31, 2018 pay through the direct-debit service. Accounts of subscribers who fail to pay our invoice are transferred to a collection agency, which sends out a notice of payment. If such charges are not paid after notice, we cease to provide outgoing service to such subscribers after a period of time determined by the type of subscribed service. If charges are still not paid two to three months after outgoing service is cut off, we cease all services to such subscribers. After service is ceased, the overdue charges that are not collected by the collection agency are written off.

Credit Card Business

Through BC Card in which we hold a 69.54% interest, we offer various credit card processing and related financial services. BC Card is regulated and supervised as a Specialized Credit Financial Business (“SCFB”), as defined under the Specialized Credit Financial Businesses Act of Korea (“SCFBA”). The SCFBA subjects SCFB companies to licensing (for credit card businesses) and registration (for leasing, installment finance or new technology finance businesses) requirements and provides guidance and restrictions regarding capital adequacy, liquidity ratios, loans to major shareholders, reporting and other matters relating to the supervision of SCFB companies. The SCFBA delegates regulatory authority over SCFB companies to the FSC and FSS. The FSC has the authority to suspend the operations of an SCFB company for up to six months for non-compliance with certain regulations under the SCFBA and issue certain administrative orders. The FSC is also entitled to cancel a license or registration if an SCFB company fails to comply with certain SCFBA regulations or FSC administrative orders, including a suspension order.

The SCFBA and the regulations thereunder require an SCFB company to satisfy a minimum paid-in capital amount of (i) Won 20 billion, where the SCFB company engages in no more than two kinds of core businesses and (ii) Won 40 billion, where the SCFB company, such as BC Card, engages in three or more kinds of core businesses. An SCFB engaging in a credit card business must maintain a total Tier I and Tier II capital adequacy ratio (adjusted equity capital divided by adjusted total assets) of 8% or more. In addition, an SCFB company must maintain a one-month-or-longer delinquent claim ratio (delinquent claims divided by total claims) of less than 10%.

Under the SCFBA and the regulations thereunder, an SCFB company is required to maintain a Won liquidity ratio (Won-denominated current assets divided by Won-denominated current liabilities) of 100% or more. In addition, if an SCFB company is registered as a foreign exchange business institution with the MOEF, such SCFB company is required to maintain (1) a foreign-currency liquidity ratio (foreign currency liquid assets due within three months divided by foreign-currency liabilities due within three months) of not less than 80%, (2) a ratio of foreign currency liquid assets due within seven days less foreign currency liabilities due within seven days, divided by total foreign-currency assets, of not less than 0%, and (3) a ratio of foreign currency liquid assets due within a month less foreign currency liabilities due within a month, divided by total foreign-currency assets, of not less than negative 10%.

Under the SCFBA and the regulations thereunder, an SCFB company may not provide loans in the aggregate exceeding 50% of its equity capital to its major shareholders (including their specially related persons).

 

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Pursuant to the SCFBA and the regulations thereunder, an SCFB company is required to submit business reports to the FSC regarding, among others, financial statements, actual results of management and soundness of assets. An SCFB company is also required to provide information regarding specific matters, including: (i) the amount of loans provided to major shareholders as of the end of each quarter; (ii) changes in the aggregate amount of such loans and the terms and conditions of the credit extension transactions for each quarter; (iii) the amount of stocks acquired by major shareholders as of the end of each quarter; and (iv) changes in the aggregate amount of stocks held and the acquisition price of such stocks for each quarter, in each case within one month of the end of each quarter. In addition, an SCFB company is required to file a report to the FSC upon the occurrence of certain events, including (i) changes to its name; (ii) changes to the largest shareholder; or (iii) changes of 1% or more in the ownership of stocks with voting rights held by a major shareholder and such major shareholder’s specially related persons, in each case within seven days from the date of its occurrence.

Insurance

We carry insurance against loss or damage to all significant buildings and automobiles. Except for our insurance coverage of our satellites and data centers, we do not carry insurance covering losses to outside plants or to equipment because we believe the cost of such insurance is excessive and the risk of material loss or damage is insignificant. We do not have any provisions or reserves against such loss or damage. We do not carry any business interruption insurance.

We provide co-location and a variety of value-added services including server-hosting services to a number of corporations whose business largely depends on critical data operated on our servers or on their servers located at our data centers. Any disruptions, interruptions, physical or electronic data loss, delays or slowdowns in communication connections could expose us to potential liabilities for losses relating to the disrupted businesses of our customers relying on our services.

Information Technology and Operational Systems

Enhancement of our information technology and operational systems and efficient utilization of such systems are important in effectively promoting our core strategies. We are committed to continually investing in and enhancing our information technology systems, which provide support to many aspects of our businesses. In order to respond more effectively to a changing business environment, an enterprise resource planning system (the “ERP System”) was implemented in July 2012. We are committed to continually investing in and enhancing our information technology systems, which provide support to many aspects of our businesses. In June 2017, a business support system, called KT One System (“KOS”), was implemented. KOS is our wired/wireless system integration program that unified wired/wireless workflows, structures and systems that had been separated previously. KOS has contributed to enhancing various aspects of our business processes and control systems.

Patents and Licensed Technology

The ability to obtain and protect intellectual property rights to the latest telecommunications technology is important for our business. We own or have licenses to various patents and trademarks in Korea and overseas, and have applications for patents pending in Korea and other select countries such as the United States, Europe, China and Japan. A majority of our patents registered in Korea and overseas relate to our wireless and fixed-line telecommunications, media and IoT technologies. In addition, we operate several research and development (“R&D”) laboratories to develop latest technology and additional platforms, as described in “Item 5.C. Research and Development, Patents and Licenses, Etc.” We license our intellectual property rights to third parties in return for periodic royal payments. We currently do not license any material technologies or patents from third parties.

 

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Seasonality of the Business

Our main business generally does not experience significant seasonality.

Item 4.C.  Organizational Structure

These matters are discussed under Item 4.B. where relevant.

Item 4.D.  Property, Plant and Equipment

Our principal fixed asset is our integrated telecommunications networks. In addition, we own buildings and real estate throughout Korea. As of December 31, 2018, the net book value of our property, plant and equipment was 13,068 billion, of which 3,289 billion is accounted for the net book value of our land, buildings and structures. As of December 31, 2018, the net book value of our investment properties, which is accounted for separately from our property and equipment was 1,091 billion. Other than as may be described in this annual report, no significant amount of our properties is leased. There are no material encumbrances on our properties including the fixed assets below.

Our fixed-line equipment vendors and mobile equipment suppliers include well-known international and local suppliers such as Samsung Electronics, Ericsson, Nokia and Cisco Systems.

Mobile Networks

Our mobile network architecture includes the following components:

 

   

cell sites, which are physical locations equipped with base transceiver stations consisting of transmitters, receivers and other equipment used to communicate through radio channels with subscribers’ mobile telephone handsets within the range of a cell;

 

   

base station controllers, which connect to and control, the base transceiver stations;

 

   

mobile switching centers, which in turn control the base station controllers and the routing of telephone calls; and

 

   

transmission lines, which connect the mobile switching centers, base station controllers, base transceiver stations and the public switched telephone network.

One of the principal limitations on a wireless network’s subscriber capacity is the amount of bandwidth allocated to a service provider. We have acquired a number of bandwidth licenses to secure additional bandwidth capacity to provide our broad range of services, for which we typically make an initial payment as well as pay usage fees during the license period. See “Item 5. Operating and Financial Review and Prospects—Item 5.A. Operating Results—Overview—Acquisition of New Bandwidth Licenses and Usage Fees.”

Exchanges

Exchanges include local exchanges and “toll” exchanges that connect local exchanges to long-distance transmission facilities. We had approximately 23.6 million lines connected to local exchanges and 2.2 million lines connected to toll exchanges as of December 31, 2018.

All of our exchanges are fully digital and automatic in order to provide higher speed and larger volume services. In addition, all of our lines connected to toll exchanges are compatible to IP platform.

 

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Internet Backbone

Our Internet backbone network, called KORNET, has the capacity to handle aggregate traffic of our broadband Internet access subscribers, data centers and Internet exchange system at any given moment of up to 15.7 Tbps as of December 31, 2018. We have set up contingent plans to prepare against various incidents that could affect reliable Internet access service. Our IP premium network enables us to more reliably support IPTV, VoIP and other IP-related services. As of December 31, 2018, our IP premium network had 3,112 lines installed to provide mobile data services, 1,556 lines installed to provide IPTV services and a total capacity to handle up to 3.2 Tbps of IPTV, voice, mobile data and virtual private network (“VPN”) service traffic.

Access Lines

As of December 31, 2018, we had 21.9 million access lines installed, which allow us to reach virtually all homes and businesses in Korea. As part of our broadband deployment strategy, we have upgraded many of our access lines by equipping them with broadband capability using ADSL and FTTH technology. As of December 31, 2018, we had approximately 21.4 million broadband lines with speed of at least 50 Mbps that enable us to deliver broadband Internet access and multimedia contents to our customers.

Transmission Networks

Our domestic fiber optic cable network consisted of 784,088 kilometers of fiber optic cables as of December 31, 2018 of which 119,468 kilometers of fiber optic cables are used to connect our backbone network and 664,620 kilometers are used to connect the backbone network to our subscribers. Our backbone network utilizes 64 Tbp Long-haul Reconfigurable Optical Add Drop Multiplexer (“ROADM”) technology for connecting cities. ROADM technology improves bandwidth efficiency by enabling data to be transmitted from multiple signals across one fiber strand in a cable and carrying each signal on a separate wavelength. Our transmission backbone network connecting major cities in Korea utilize optical cross-connectors (“OXC”), and we access such network through multi-service provisioning platform (“MSPP”) architecture.

Our extensive domestic long-distance network is supplemented by our fully digital domestic microwave network, which consisted of 55 relay sites as of December 31, 2018.

International Networks

Our international network infrastructure consists of both submarine cables and satellite transmission systems, including two submarine cable-landing stations in Busan and Keoje and two satellite teleports in Kumsan and Boeun. International traffic is handled by submarine cables and telecommunications satellites. Because of the high cost of laying a submarine cable, the usual practice is for multiple carriers to jointly commission a new cable and share the costs and the capacity. We own interests in several international fiber optic submarine cable networks. We also operate satellites periodically launched by us, as well as lease satellite capacity from other satellite operators. Data services such as international private lease circuits, IP and very small aperture terminals are provided through submarine cables and satellite transmission. In order to guarantee high quality services to our end customers, our submarine cables and satellite transmission systems are linked to various points-of-presence in the United States, Asia and Europe. In addition, as of December 31, 2018, our international telecommunications networks were directly linked to 228 telecommunications service providers in various international destinations and are routed through our three international switching centers in Seoul, Daejeon and Busan.

 

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As of December 31, 2018, our international Internet backbone with capacity of approximately 1,500 Gbps is connected to approximately 280 Internet service providers through our two Internet gateways in Hyehwa and Guro. In addition, we operate a video backbone with capacity of 1.5 Gbps to transmit video signals from Korea to the rest of the world.

Item 4A.  Unresolved Staff Comments

We do not have any unresolved comments from the Securities and Exchange Commission staff regarding our periodic reports under the Exchange Act of 1934.

Item 5.  Operating and Financial Review and Prospects

Item 5.A.  Operating Results

The following discussion and analysis is based on our consolidated financial statements, which have been prepared in accordance with IFRS as issued by the IASB.

Overview

We are an integrated provider of telecommunications services. Our principal telecommunications and Internet-related services include mobile voice and data telecommunications services, fixed-line services (consisting of fixed-line telephone, VoIP telephone, broadband Internet access and data communication services) and media and content services (including IPTV and satellite TV). The principal factors affecting our revenue from these services have been our rates for, and the usage volume of, these services, as well as the number of subscribers. For information on rates we charge for our services, see “Item 4. Information on the Company—Item 4.B. Business Overview—Our Rates.” In addition, we derive revenue from credit card processing and other financial services, sale of goods (primarily handsets related to our mobile services and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed KT Estate), and miscellaneous business activities including information technology and network services, real estate development and satellite services.

Our operating segments for financial reporting purposes are organized as the following:

 

   

the marketing/customer segment, which engages in providing various telecommunications services to individual and household customers and the convergence business;

 

   

the corporate customer businesses group, which engages in providing various integrated telecommunications and network services to corporate customers;

 

   

the finance segment, which engages in providing various financial services such as credit card services;

 

   

the satellite TV segment, which engages in satellite TV services; and

 

   

the others segment, which includes (i) security services, (ii) satellite service, (iii) information technology and network services, (iv) global business services that provide global network services to multinational or domestic corporate customers and telecommunications companies, (v) sale of handsets and (vi) real property development and leasing services and other services provided by our subsidiaries.

One of the major factors contributing to our historical performance was the growth of the Korean economy, and our future performance will depend at least in part on Korea’s general economic

 

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growth and prospects. For a description of recent developments that have had and may continue to have an adverse effect on our results of operations and financial condition, see “Item 3. Key Information—Item 3.D. Risk Factors—If economic conditions in Korea deteriorate, our current business and future growth could be materially and adversely affected.” A number of other developments have had or are expected to have a material impact on our results of operations, financial condition and capital expenditures. These developments include:

 

   

acquisition of new bandwidth licenses and usage fees;

 

   

researching and implementing technology upgrades and additional telecommunications services such as 5G technologies;

 

   

changes in the rate structure for our telecommunications services;

 

   

acquisitions and disposals of interests in subsidiaries and joint ventures; and

 

   

marketing activities.

As a result of these factors, our financial results in the past may not be indicative of future results or trends in those results.

Acquisition of New Bandwidth Licenses and Usage Fees

One of the principal limitations on a wireless network’s subscriber capacity is the amount of bandwidth allocated to a service provider. The growth of our mobile telecommunications business and the increase in usage of wireless data transmission services have been significant factors in the increased utilization of our bandwidth, since wireless data applications are generally more bandwidth-intensive than voice services. The current trend of increasing data transmission use and the increasing sophistication of multimedia contents are likely to put additional strain on the bandwidth capacity of mobile service providers. We have acquired a number of licenses in recent years to secure additional bandwidth capacity to provide our broad range of services, for which we typically make an initial payment as well as pay usage fees during the license period.

We made bandwidth license payments of 416 billion in 2016, 271 billion in 2017 and 573 billion in 2018. The following table sets forth our outstanding payment obligations relating to our bandwidth licenses as of December 31, 2018.

 

Spectrum

  

Bandwidth

  

License Acquisition
Date

   Total
Payable
Amount

(in billions
of Won)
     Initial
Payment
Amount

(in billions
of Won)
     Initial
Payment
Year
     Annual
Usage
Fee

(in billions
of Won)
    

Annual
Usage

Fee Payment
Term

800 MHz

   10 MHz    July 1, 2012    261      65        2012      33      2012 to 2020

900 MHz

   20 MHz    July 1, 2011    251      126        2011      17      2011 to 2021

1.8 GHz

   20 MHz    July 1, 2011    194      97        2011      17      2011 to 2021

1.8 GHz

   15 MHz    September 10, 2013    878      219        2013      82      2013 to 2021

1.8 GHz

   20 MHz    August 4, 2016    470      117        2016      35      2016 to 2026

2.1 GHz

   40 MHz    December 4, 2016    569      142        2016      85      2016 to 2021

2.3 GHz

   30 MHz    March 30, 2012    19      10        2012      2      2012 to 2019

3.5 GHz

   100 MHz    December 1, 2018    968      242        2018      73      2018 to 2028

28 GHz

   800 MHz    December 1, 2018    208      52        2018      31      2018 to 2023

Researching and Implementing Technology Upgrades and Additional Telecommunications Services such as 5G Technologies

The telecommunications industry is characterized by continual advances and improvements in telecommunications technology, and we have been continually researching and implementing network

 

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upgrades and launching additional telecommunications services to maintain our competitiveness. In recent years, we have made extensive efforts to continually develop mobile services with enhanced speed, latency and connectivity that enable us to offer significantly improved wireless data transmission with faster access to multimedia content. We commercially launched our next generation 5G mobile services with transmission speed of up to 1 Gbps in April 2019 in the Seoul metropolitan area, six additional metropolitan cities, high-traffic commercial areas and university campuses as well as major transportation infrastructure such as highways, railways and airports. We plan to gradually expand the coverage nationwide and increase the transmission speed of our 5G services thereafter.

We also make investments to continually upgrade our broadband network to enable better FTTH connection, which further enhances data transmission speed and connection quality. FTTH is a telecommunication architecture in which a communication path is provided over optical fiber cables extending from the telecommunications operator’s switching equipment to the boundary of home or office. FTTH uses fiber optic cable, which is able to carry a high-bandwidth signal for longer distances without degradation. FTTH enables us to deliver enhanced services that require high bandwidth with stability, such as IPTV and other digital media content. The MSIT has the authority to recommend to network service providers that they provide funds for national research and development of telecommunications technology and related projects. Including such contributions, total expenditures (which include capitalized expenses) on research and development were 215 billion in 2016, 435 billion in 2017 and 273 billion in 2018. We plan to continue to invest in researching and implementing network upgrades, which will entail additional operating expenses as well as capital expenditures.

Changes in the Rate Structure and Fee Discounts for Our Telecommunications Services

Periodically, we adjust our rate structure for our services. In order to mitigate the impact from lower usage charges of local and domestic long-distance calls, we have increased our basic monthly charges and offer various optional flat rate plans for our fixed-line subscribers. Such adjustments in the rate structure have increased the portion of fixed income and stabilized our cash flow. In addition, because the growing use of mobile telecommunications services has decreased the usage of our fixed-line telephone services, we believe we are able to maximize our revenue from fixed-line telephone services by adjusting the rate structure so as to increase our basic monthly charges. We also provide bundled packages of our various services at a discount in order to attract additional subscribers to our new services. We offer discounts to customers who subscribe to two or more of our fixed-line and TV services consisting of fixed-line telephone, VoIP telephone, broadband Internet access, IPTV and satellite TV services. For our mobile services, we offer family plans that provide discounts of up to 11,000 per mobile phone subscription. We also offer various bundled rate plans that combine our fixed-line and TV services with mobile services, for both households and single subscribers. See “Item 4. Information on the Company—Item 4.B. Business Overview—Our Rates.”

The MSIT, in consultation with the MOEF, currently approves rates charged by us for local telephone service. The form of our standard agreement for providing local network service and each agreement for interconnection with other service providers must also be reported to the MSIT. Although we compete freely with other network service providers in terms of rate plans for our principal telecommunications and Internet-related services except for rates we charge for local calls, the MSIT may periodically announce policy guidelines that we may be recommended to take into consideration. In recent years, the MSIT has announced policy guidelines with the objectives of reducing mobile service rates and promoting transparency in the decision making of telecommunications service providers. Specific policy guidelines include monthly rate reductions applicable to certain low-income subscribers as well as subscription rate discounts in lieu of handset subsidies. Starting in December 2017, we began providing rate discounts of up to 11,000 per month to our low-income mobile subscribers on government welfare programs. We also increased the maximum discount rate

 

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applicable to mobile subscribers who elect not to receive handset subsidies from 20.0% to 25.0% starting in September 2017. Such discounts have contributed to a decrease in the average monthly revenue per subscriber of our mobile services from 34,444 in 2017 to 32,021 in 2018.

The Government may pursue additional measures to regulate the markets in which we compete. For example, according to a proposed amendment to the Telecommunications Business Act, which is currently pending at the National Assembly, the market-dominating mobile network service provider (SK Telecom) is required to provide a “universal” mobile subscription plan at a significant discount to the rates currently available. The current proposal contemplates that the plan be priced at 20,000 per month (including VAT) for up to 200 call minutes and data usage of 1 GB. If adopted as proposed, we may offer similar rate plans to compete more effectively with SK Telecom. There can be no assurance that we will not adopt additional measures that reduce rates charged to our subscribers as well as adjustments to our handset subsidies and other measures in the future to comply with regulatory requirements or the Government’s policy guidelines. For a discussion of adjustments in our rate structure, see “Item 4. Information on the Company—Item 4.B. Business Overview—Our Rates.”

Acquisitions and Disposals of Interests in Subsidiaries and Joint Ventures

One key aspect of our overall business strategy calls for acquisitions of businesses and entering into joint ventures that complement or diversify our current business, as well as disposal or termination of such businesses from time to time. For example, we have pursued investment opportunities in the financial sector in the past decade that we believe provide attractive growth opportunities. In October 2011, we acquired a controlling interest in BC Card, a leading credit card solutions provider in Korea in which we hold a 69.54% interest. We also acquired 10.00% of the common shares of K Bank, an Internet-only bank that began its commercial operations in April 2017, which interest is accounted for using the equity method of accounting. Our financial condition and results of operations may be affected as a result of such acquisitions, disposals or consolidation. Furthermore, pursuing acquisitions, joint venture and certain investment transactions also requires significant capital, and as we pursue further growth opportunities for the future, we may need to raise additional capital by incurring loans or through the issuances of bonds or other securities in the international capital markets, which may lead to increased levels of debt and debt servicing costs in the future.

Marketing Activities

We engage in marketing activities to promote our new, as well as existing, products and services and to further strengthen our marketing efforts through our network of independent exclusive dealers and other third-party dealers. Our marketing expenses, consisting of sales commissions and advertising expenses, amounted to 2,154 billion in 2016, 2,399 billion in 2017 and 2,101 billion in 2018. Sales commissions primarily consist of sales commissions to third-party dealers related to procurement of mobile subscribers and mobile handset sales, and our advertising expenses relate primarily to our utilization of television commercials and Internet and mobile advertising as well as promotional events.

While we believe that our large subscriber base as well as the brand power of our products and services will remain key drivers of our growth, we expect to continue to invest significantly in marketing activities, particularly in connection with launching of new products and services such as our next generation 5G mobile services launched in April 2019. Our marketing expenses may not directly correspond to our revenue in the same period, and our quarterly marketing expenses have fluctuated in the past and are expected to continue to fluctuate in the future.

 

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Critical Accounting Policies

We have prepared our consolidated financial statements in accordance with IFRS as issued by the IASB. These accounting principles require our management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and revenue and expenses during the years reported. We based our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources. On an on-going basis, management evaluates its estimates. Actual results may differ from those estimates under different assumptions and conditions.

The fundamental objective of financial reporting is to provide useful information that allows a reader to comprehend our business activities. To aid in that understanding, our management has identified “critical accounting estimates.” These estimates have the potential to have a more significant impact on our financial statements, either because of the significance of the financial statement item to which they relate, or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events which are continuous in nature.

These critical accounting estimates include:

 

   

allowances for doubtful accounts;

 

   

useful lives of property, equipment, intangible assets and investment property;

 

   

impairment of long-lived assets, including goodwill;

 

   

valuation and impairment of financial assets;

 

   

income taxes;

 

   

post-employment benefit liabilities; and

 

   

provisions.

Allowances for Doubtful Accounts

Allowance for doubtful accounts is our best estimate of the amount of impairment losses incurred on our existing notes and accounts receivable. We apply the simplified approach, which requires expected lifetime credit losses to be recognized from the initial recognition of the receivable. Account balances are charged off against the allowance when all means of collection have been exhausted and the potential for recovery is considered remote. Our past experience shows that the possibility of collection is remote after three years of collection effort.

Changes in the allowances for doubtful accounts for our trade and other receivables in the three-year period ended December 31, 2018 are summarized as follows:

 

     Year Ended December 31,  
     2016     2017     2018  
     (In millions of Won)  

Balance at beginning of year

   719,583     612,487     523,799  

Provision

     92,711       44,697       113,065  

Reversal or written-off

     (189,156     (131,341     (185,117

Changes in the scope of consolidation

     271       (142      

Others

     (10,922     (1,902     1,999  
  

 

 

   

 

 

   

 

 

 

Balance at end of year

   612,487     523,799     453,746  
  

 

 

   

 

 

   

 

 

 

 

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If economic or specific industry trends change, we would adjust our allowances for doubtful accounts by recording additional expense or benefit. See Note 6 of the Consolidated Financial Statements.

Useful Lives of Property, Equipment, Intangible Assets and Investment Property

Property and equipment, intangible assets and investment properties (excluding land, condominium memberships, golf club memberships and broadcasting concession) are depreciated using the straight-line method over their useful lives as disclosed in Note 3.8 to the Consolidated Financial Statements. An asset’s residual value and useful lives are reviewed and adjusted at the end of each financial reporting period, and are based on historical experience with similar assets as well as taking into account anticipated technological or other changes. If technological changes were to occur more rapidly than anticipated or in a different form than anticipated, the useful lives assigned to these assets may need to be shortened, resulting in the recognition of increased depreciation expense in future periods.

Impairment of Long-Lived Assets, including Goodwill

Long-lived assets generally consist of property and equipment and intangible assets, including goodwill. We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. In addition, we evaluate our long-lived assets for impairment each year as part of our annual forecasting process. An impairment loss would be recognized when the asset’s recoverable amount is less than its carrying amount. The recoverable amount of a long-lived asset is the greater of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). The recoverable amounts of cash-generating units are based on their value in use calculated by applying the annual discount rate ranging from 6.24% to 24.30% (depending on the segment) to the estimated future cash flows based on financial budgets for the next five years. An annual growth rate of 0.0% to 1.0% was applied for the cash flows expected to be incurred after five years. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the estimated recovery value.

Goodwill represents the excess of purchase price paid over the fair value assigned to the identifiable net assets of acquired businesses. The determination of the fair values of goodwill is based on management’s judgment on the expected cash flows of the cash-generating units to which the goodwill is allocated, taking market demand, competition and other economic factors into consideration. The determination of impairments of goodwill involves the use of estimates that include, but are not limited to, the cause, timing and amount of the impairment. Impairment is based on a large number of factors, such as changes in current competitive conditions, expectations of growth in the telecommunications industry, a decline in our expected future cash flows, changes in the future availability of financing, technological obsolescence, discontinuance of services, current replacement costs and prices paid in comparable transactions. For example, in 2017, we recognized impairment losses of 78 billion on goodwill allocated to KT Skylife primarily due to a decrease in the expected recoverable amount resulting from a decrease in KT Skylife’s market value in 2017. See Note 13 of the Consolidated Financial Statements.

Valuation and Impairment of Financial Assets

The fair value of financial instruments, including derivative instruments, which are not traded in an active market, is determined by using valuation techniques. Our management uses its judgment to select a variety of methods and makes assumptions that are mainly based on market conditions existing at the end of each reporting period.

 

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We record rights and obligations arising from derivative instruments as assets and liabilities, which are stated at fair value. Gains and losses that result from a change in the fair value of derivative instruments are recognized in current earnings. However, for derivative instruments that qualify for cash flow hedge accounting, the effective portion of the gain or loss on the derivative instruments is recognized in the cash flow hedge reserve within equity, and recognized as finance income (costs) for the periods when the corresponding transactions affect profit or loss.

For financial assets, we make an annual assessment at the end of each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. For equity investments, we make all subsequent measurements at fair value. For debt instruments carried at amortized cost and at fair value through other comprehensive income, we assess on a forward-looking basis the expected credit losses, using methods that depend on whether there has been a significant increase in credit risk. For trade receivables and lease receivables, we apply the simplified approach, which requires the expected lifetime credit losses to be recognized from the initial recognition of the receivable.

The provision for impairment for financial assets are based on assumptions about risk of default and expected loss rates. Significant management judgment is involved in making these assumptions and selecting the inputs to the impairment calculation based on our past history, existing market conditions as well as forward looking estimates at the end of each reporting period. Such assumptions and estimates can be impacted by many factors, such as the financial condition, earnings capacity and near-term prospects of the company in which we have invested, breach of contract such as default or delinquency in payments, disappearance of an active market for the financial asset and other adverse changes in the payment status of borrowers in the portfolio. The evaluation of these investments is also subject to the overall condition of the economy and its impact on the capital markets.

Income Taxes

We are required to estimate the amount of tax payable or refundable for the current year and the deferred income tax liabilities and assets for the future tax consequences of events that have been reflected in our financial statements or tax returns. This process requires management to make assessments regarding the timing and probability of the tax impact. Actual income taxes could vary from these estimates due to future changes in income tax law or unpredicted results from the final determination of each year’s liability by taxing authorities.

We believe that the accounting estimate related to assessing the realizability of deferred tax assets is a “critical accounting estimate” because: (1) it requires management to make assessments about the timing of future events, including the probability of expected future taxable income and available tax planning opportunities, and (2) the impact that changes in actual performance versus these estimates could have on the realization of tax benefits as reported in our results of operations could be material. Management’s assumptions require significant judgment because actual performance has fluctuated in the past and may continue to do so.

Post-employment Benefit Liabilities

Our accounting of post-employment benefits, which mainly consist of a defined benefit plan (we began offering a defined contribution plan in December 2012), involves judgments about uncertain events including discount rates, life expectancy and future pay inflation. Any changes in these assumptions will impact the carrying amount of the defined benefit liability. The discount rates used to determine the present value of estimated future cash outflows expected to be required to settle the defined benefit liability, are determined at the end of each reporting period by reference to the yield at

 

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the reporting date on high-quality corporate bonds that have maturity dates approximating the terms of our benefits obligations and that are denominated in the same currency in which the benefits are expected to be paid. Other key assumptions for defined benefit liability are based in part on current market conditions. For defined contribution plans, we pay contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis, and we have no further payment obligations once the contributions have been paid.

Provisions

We recognize provisions at the end of the reporting period when we have a present legal or constructive obligation, such as litigation or assets retirement obligations, as a result of past events and an outflow of resources required to settle the obligation is probable and can be reliably estimated. We measure provisions at the present value of the expenditures expected to be required to settle the obligation, which are estimated based on factors such as historical experience. We do not recognize provisions for future operating losses and recognize as interest expense any increase in the provisions due to passage of time. See Notes 2.22, 3.7 and 17 to the Consolidated Financial Statements.

Explanatory Note Regarding Presentation of Certain Financial Information under K-IFRS

In addition to preparing financial statements in accordance with IFRS as issued by the IASB included in this annual report, we prepare financial statements in accordance with K-IFRS, which we are required to file with the Financial Services Commission and the Korea Exchange under the FSCMA.

K-IFRS differs in certain respects from IFRS as issued by the IASB in the presentation of operating profit. Additionally, under K-IFRS, revenue from the development and sale of real estate is recognized using the percentage of completion method. However, under IFRS as issued by the IASB, revenue from the development and sale of real estate is recognized when an individual unit of residential real estate is delivered to the buyer. Primarily due to such differences, our consolidated statements of comprehensive income and our consolidated statements of financial position prepared in accordance with IFRS as issued by the IASB included in this annual report differ from our consolidated statements of comprehensive income and consolidated statements of financial position prepared in accordance with K-IFRS.

The table below sets forth a reconciliation of our operating profit and net income or loss as presented in our consolidated statements of operations prepared in accordance with IFRS as issued by the IASB for each of the years ended December 31, 2016, 2017 and 2018 to our operating profit and net income or loss in our consolidated statements of operations prepared in accordance with K-IFRS, for each of the corresponding years, taking into account such differences:

 

     For the Year Ended December 31,  
     2016      2017      2018  
     (In millions of Won)  

Operating profit under IFRS as issued by the IASB

   1,383,104      1,069,092      1,100,860  

Effect of changes in operating income presentation

     96,602        286,161        103,897  

Revenue recognition of development and sale of real estate

     3,597        20,033        56,765  

Operating profit under K-IFRS

   1,483,303      1,375,286      1,261,522  
  

 

 

    

 

 

    

 

 

 

 

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     For the Year Ended December 31,  
     2016     2017     2018  
     (In millions of Won)  

Net income under IFRS as issued by the IASB

   831,845     546,341     719,412  

Profit before income tax

      

Revenue recognition of development and sale of real estate

     3,597       20,033       56,765  

Income tax

     (870     (4,848     (13,872

Net income under K-IFRS

   834,572     561,526     762,305  
  

 

 

   

 

 

   

 

 

 

Adoption of IFRS 15

The IASB issued IFRS 15 Revenue from Contracts with Customers (“IFRS 15”) for recognizing revenue. IFRS 15 establishes a five-step model that applies to operating revenue earned from a contract with a customer, regardless of the type of revenue transaction or the industry with limited exceptions. We mainly provide telecommunications services and sell handsets, and revenue from such services provided is recognized over time and revenue from such sale of goods is recognized at a point in time. We have adopted IFRS 15 from January 1, 2018 and applied the modified retrospective approach, and recognized the cumulative impact of initially applying the revenue standard as an adjustment to retained earnings as of January 1, 2018, the period of initial application. Accordingly, the financial information related to periods prior to January 1, 2018 have not been restated for the adoption of IFRS 15 and continue to be presented under IAS 18 Revenue and other standards (collectively, “IAS 18 and Other Standards”).

The adjustments made to line items presented in the consolidated statements of comprehensive income for the year ended December 31, 2018 due to the change from IAS 18 and Other Standards applied previously to IFRS 15 are as follows:

 

     For the year ended December 31,  
     2018
(under IFRS 15)
    Adjustments     2018 (under IAS 18
and Other Standards)
 
     (In billions of Won)  

Operating revenue

   23,436     268     23,704  

Operating expenses

     22,335       316       22,651  

Operating profit

     1,101       (48     1,053  

Financial income

     374       (4     370  

Financial costs

     436       17       453  

Share of net losses of associates and joint venture

     (5           (5

Profit before income tax

     1,034       (69     965  

Income tax expense

     315       (18     297  
  

 

 

   

 

 

   

 

 

 

Profit for the year

   719     (51   668  
  

 

 

   

 

 

   

 

 

 

For a discussion of the adoption of IFRS 15 and the adjustments made to line items presented in the consolidated interim financial statements due to the change from IAS 18 and Other Standards applied previously to IFRS 15, including the impact on the line items in the consolidated statements of financial position and consolidated statement of comprehensive income, see Notes 2.2 and 41(1) of the notes to the Consolidated Financial Statements.

Recent Accounting Pronouncements under IFRS

For a summary of new standards, amendments and interpretations issued under IFRS as issued by the IASB but not effective for 2018, and which have not been adopted early by us, see Note 2.2 to the Consolidated Financial Statements.

 

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Operating Revenue and Operating Expenses

Operating Revenue

Our operating revenue primarily consists of:

 

   

fees related to our mobile services, including monthly fees, usage charges for outgoing calls, usage charges for wireless data transmission, contents download fees, mobile-to-mobile interconnection revenue and value-added monthly service fees;

 

   

fees from our fixed-line services, including:

 

  Ø  

fees from our fixed-line and VoIP telephone services, which include:

 

  Ø  

monthly basic charges, which are one-time or monthly fixed charges primarily consisting of (i) non-refundable activation fees; and (ii) monthly fixed charges from local telephone services (or monthly fixed charges for discount plans);

 

  Ø  

monthly usage charges, which are usage fees based on the amount of services used, primarily consisting of (i) monthly usage charges for local telephone and domestic long distance services; (ii) international long-distance service revenue, (primarily (a) amounts we bill to our customers for outgoing calls made to foreign countries, (b) amounts we bill to foreign telecommunications carriers for connection to the domestic telephone network in respect of incoming calls at the applicable settlement rate, and (c) other revenue, including revenue from international leased lines); (iii) land-to-mobile and land-to-land interconnection revenue; and (iv) interconnection fees we charge to fixed-line and mobile service providers and voice resellers for their use of our local, domestic long-distance and international networks in providing their services; and

 

  Ø  

other revenue from (i) value-added services, local telephone directory assistance, call waiting and caller identification services; and (ii) local, domestic long-distance and international calls placed from public telephones.

 

  Ø  

broadband Internet access service revenue, primarily consisting of installation fees and basic monthly charges; and

 

  Ø  

data communication service revenue, primarily consisting of installation fees and basic monthly charges for our fixed-line and satellite leased line services and Kornet Internet connection service;

 

   

revenue from media and content services, primarily consisting of installation fees and basic monthly charges of IPTV and satellite TV services, as well as revenue from TV home shopping, digital content distribution, ICT platform consulting, digital music streaming and downloading and online advertising;

 

   

financial service revenue, primarily consisting of fees from credit card services provided by BC Card, our consolidated subsidiary in which we hold a 69.54% interest;

 

   

revenue from our miscellaneous business activities that extend beyond telecommunications and financial services, including information technology and network services and rental of real estate; and

 

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revenue from sale of goods, primarily handsets related to our mobile services and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed by KT Estate.

Operating Expenses

Our operating expenses primarily include:

 

   

purchase of inventories, primarily consisting of (i) inventories purchased for our sale of mobile handsets and (ii) development expenses of KT Estate for real estate units to be sold, and changes of inventories, which reflects increases or decreases of inventories of handsets, phones and for-sale real estate units during the applicable period;

 

   

salaries and wages, including post-employment benefits, termination benefits (including severance benefits for voluntary and special early retirements) and share-based payments;

 

   

card service costs, primarily consisting of costs in connection with credit and cash card services provided by BC Card, including fees paid to member credit card companies in our network for marketing expenses;

 

   

depreciation expenses incurred primarily in connection with our telecommunications network facilities;

 

   

sales commissions, primarily consisting of sales commissions to third-party dealers related to procurement of mobile subscribers and mobile handset sales;

 

   

service cost, primarily consisting of payments to IPTV and satellite TV content providers;

 

   

commissions, primarily consisting of commission-based payments for certain third-party outsourcing services, including commissions to the outsourced call center staff;

 

   

amortization expenses incurred primarily in connection with our intangible assets; and

 

   

interconnection charges, which are interconnection payments to telecommunication service providers for calls from landline users and our mobile subscribers to our competitors’ subscribers.

 

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Operating Results—2017 Compared to 2018

The following table presents selected income statement data and changes therein for 2017 and 2018:

 

     For the Year Ended
December 31,
    Changes  
  2017 vs. 2018  
     2017     2018     Amount     %  
     (In billions of Won)  

Operating revenue

   23,547     23,436     (111     (0.5 )% 

Operating expenses

     22,478       22,335       (143     (0.6
  

 

 

   

 

 

   

 

 

   

Operating profit

     1,069       1,101       32       3.0  

Finance income

     406       374       (32     (7.9

Finance costs

     645       436       (209     (32.4

Share of net profits of associates and joint venture

     (14     (5     8       (60.6
  

 

 

   

 

 

   

 

 

   

Profit before income tax

     817       1,034       217       26.6  

Income tax expense

     271       315       44       16.2  
  

 

 

   

 

 

   

 

 

   

Profit for the year

   546     719     173       31.7
  

 

 

   

 

 

   

 

 

   

Operating Revenue

The following table presents a breakdown of our operating revenue and changes therein for 2017 and 2018:

 

     For the Year Ended
December 31,
     Changes  
   2017 vs. 2018  

Products and services

   2017      2018      Amount     %  
     (In billions of Won)  

Mobile services

   7,122      6,828      (294     (4.1 )% 

Fixed-line services:

          

Fixed-line and VoIP telephone services

     1,834        1,708        (126     (6.9

Broadband Internet access services

     2,082        2,113        31       1.5  

Data communication services

     1,066        1,048        (18     (1.7
  

 

 

    

 

 

    

 

 

   

Sub-total

     4,982        4,869        (113     (2.3
  

 

 

    

 

 

    

 

 

   

Media and content

     2,814        3,182        368       13.1  

Financial services

     3,443        3,445        2       0.1  

Others

     1,825        1,823        (2     (0.1

Sale of goods (1)

     3,361        3,289        (72     (2.1
  

 

 

    

 

 

    

 

 

   

Total operating revenue

   23,547      23,436      (111     (0.5 )% 
  

 

 

    

 

 

    

 

 

   

 

 

(1)

Primarily related to sale of handsets for our mobile service and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed by KT Estate.

Total operating revenue decreased by 0.5%, or 111 billion, from 23,547 billion in 2017 to 23,436 billion in 2018, primarily due to decreases in revenue from mobile services, fixed-line services and sale of goods, which impacts were partially offset by an increase in revenue from media and content. Our operating revenue was also negatively impacted by our adoption of IFRS 15 starting on January 1, 2018 using the modified retrospective method. See “—Adoption of IFRS 15” and Note 41(1) of the notes to our consolidated financial statements. In 2018, our operating revenue was 23,436 billion under IFRS 15, compared to 23,704 billion under IAS 18 and Other Standards. Had we continued to apply the previous method of IAS 18 and Other Standards in 2018, our operating revenue would have increased by 0.7%, or 157 billion, from 23,547 billion in 2017 to 23,704 billion in 2018.

 

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Mobile Services

Our mobile services revenue decreased by 4.1%, or 294 billion, from 7,122 billion in 2017 to 6,828 billion in 2018, primarily due to a decrease in our average revenue per user, which impact was partially offset by an increase in our mobile subscribers.

Our average revenue per user decreased from 34,444 in 2017 to 32,021 in 2018 mainly due to the increase in the maximum discount rate we provide to mobile subscribers who elect to receive subscription rate discounts in lieu of handset subsidies from 20.0% to 25.0%, a substantial portion of our new mobile subscribers having elected to receive such subscription rate discounts in lieu of handset subsidies, as well as less costly plans for their second devices and the impact of our adoption of IFRS 15 starting on January 1, 2018.

We recorded a 5.5% increase in our mobile subscribers from approximately 20.0 million as of December 31, 2017 to approximately 21.1 million as of December 31, 2018.

Fixed-line Services

Our fixed-line services revenue decreased by 2.3%, or 113 billion, from 4,982 billion in 2017 to 4,869 billion in 2018, primarily due to decreases in our revenue from fixed-line and VoIP telephone services and data communication services, which impacts were partially offset by an increase in revenue from broadband Internet access services.

Fixed-line and VoIP Telephone Services. Our fixed-line and VoIP telephone services revenue decreased by 6.9%, or 126 billion, from 1,834 billion in 2017 to 1,708 billion in 2018, primarily due to decreases in monthly usage charges and subscribers as well as a continued decrease in demand for such services, which were partially offset by an increase in monthly basic charges. Our domestic long-distance call minutes decreased from 1.1 billion in 2017 to 0.9 billion in 2018 and local call pulses from 1.3 billion in 2017 to 1.0 billion in 2018, while the number of PSTN and VoIP lines in service decreased from 15.6 million as of December 31, 2017 to 15.0 million as of December 31, 2018. Partially offsetting such trends, our monthly basic charges increased primarily due to an increase in subscribers of our unlimited fixed-line telephone service plan in 2018 which offers unlimited call minutes for fixed monthly basic charges.

Broadband Internet Access Services. Our broadband Internet access services revenue increased by 1.5%, or 31 billion, from 2,082 billion in 2017 to 2,113 billion in 2018, primarily as a result of an increase in the number of subscribers to our premium services, which was partially offset by our adoption of IFRS 15 starting on January 1, 2018. The number of our KT GiGA Internet service subscribers increased from approximately 3.9 million as of December 31, 2017 to approximately 4.9 million as of December 31, 2018.

Data Communication Services. Our data communication services revenue decreased by 1.7%, or 18 billion, from 1,066 billion in 2017 to 1,048 billion in 2018 primarily due to increases in market competition based on pricing as well as discounts provided to our long-term customers.

Media and Content

Our media and content revenue increased by 13.1%, or 368 billion, from 2,814 billion in 2017 to 3,182 billion in 2018, primarily due to an increase in the number of IPTV subscribers from approximately 7.5 million as of December 31, 2017 to approximately 7.9 million as of December 31, 2018 as well as increases in revenues generated from Genie Music Corporation and KTH, which impacts were partially offset by a decrease in revenue from our joint ventures as well as the negative impact on media and content revenue from our adoption of IFRS 15 starting on January 1, 2018.

 

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Financial Services

Financial services revenue remained stable and increased slightly by 0.1%, or 2 billion, from 3,443 billion in 2017 to 3,445 billion in 2018.

Others

Other operating revenue remained stable and decreased slightly by 0.1%, or 2 billion, from 1,825 billion in 2017 to 1,823 billion in 2018, reflecting decreases in revenue from our miscellaneous services, which impact was partially offset by an increase in revenue from our information technology and network services.

Sale of Goods

Revenue from sale of goods decreased by 2.1%, or 72 billion, from 3,361 billion in 2017 to 3,289 billion in 2018, primarily due to the negative impact on sale of goods revenue from our adoption of IFRS 15 starting on January 1, 2018 as well as a decrease in revenue from sales of miscellaneous telecommunications equipment, which impacts were partially offset by an increase in revenue from sales of mobile handsets in 2018 compared to 2017. The sale of mobile handsets in 2018 increased largely due to increases in the number of handset units sold and, to a lesser extent, the per-unit price of premium handsets.

Operating Expenses

The following table presents a breakdown of our operating expenses and changes therein for 2017 and 2018:

 

     For the Year Ended
December 31,
    Changes  
    2017 vs. 2018  
     2017     2018     Amount     %  
     (In billions of Won)  

Salaries and wages

   3,568     3,846     277       7.8

Depreciation

     2,746       2,674       (72     (2.6

Amortization of intangible assets

     619       608       (11     (1.8

Commissions

     1,086       1,080       (6     (0.5

Interconnection charges

     641       580       (61     (9.5

International interconnection fee

     214       227       13       5.9  

Purchase of inventories

     4,054       4,414       360       8.9  

Changes of inventories

     (187     (433     (246     131.6  

Sales commission

     2,202       1,943       (259     (11.8

Service cost

     1,428       1,541       112       7.9  

Utilities

     323       323       0       0.0  

Taxes and dues

     280       285       6       2.0  

Rental

     449       460       12       2.6  

Insurance premium

     69       74       4       6.2  

Installation fee

     147       144       (3     (2.1

Advertising expenses

     197       158       (39     (20.0

Research and development expenses

     169       177       8       4.8  

Card service costs

     3,095       3,113       18       0.6  

Others

     1,379       1,123       (257     (18.6
  

 

 

   

 

 

   

 

 

   

Total operating expenses

   22,478     22,335     (143     (0.6 )% 
  

 

 

   

 

 

   

 

 

   

Total operating expenses decreased by 0.6%, or 143 billion, from 22,478 billion in 2017 to 22,335 billion in 2018 primarily due to decreases in sales commissions, other expenses and changes of inventories, the impacts of which were partially offset by increases in purchase of inventories,

 

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salaries and wages and service cost. Our operating expenses were also negatively impacted by our adoption of IFRS 15 starting on January 1, 2018 using the modified retrospective method. See “—Adoption of IFRS 15” and Note 41(1) of the notes to our consolidated financial statements. In 2018, our operating expenses were 22,335 billion under IFRS 15, compared to 22,651 billion under IAS 18 and Other Standards. Had we continued to apply the previous method of IAS 18 and Other Standards in 2018, our operating expenses would have increased by 0.8%, or 174 billion, from 22,478 billion in 2017 to 22,651 billion in 2018. Specifically:

 

   

Sales commission decreased by 11.8%, or 259 billion, from 2,202 billion in 2017 to 1,943 billion in 2018 primarily due to the impact of our adoption of IFRS 15 starting in 2018, which was partially offset by an increase in sales commissions that we paid to third-party dealers for procurement of mobile subscribers and handsets in 2018 compared to 2017.

 

   

Other expenses decreased by 18.6%, or 257 billion, from 1,379 billion in 2017 to 1,123 billion in 2018 primarily due to a loss on disposal of certain telecommunications assets in 2017, which did not occur in 2018.

 

   

Changes of inventories, which reflect inventory changes during a period by calculating inventories at the beginning of the period minus those at the end of the period, increased by 131.6%, or 246 billion, from (187) billion in 2017 to (433) billion in 2018, which indicates increases in inventories by 187 billion in 2017 and an additional 433 billion in 2018. This was primarily due to an increase in our purchase of mobile handsets in 2018 compared to 2017 as described below, which was partially offset by an increase in the sale of mobile handsets in 2018 compared to 2017.

These factors were partially offset by the following:

 

   

Our purchase of inventories increased by 8.9%, or 360 billion, from 4,054 billion in 2017 to 4,414 billion in 2018 primarily due to an increase in purchase of mobile handsets (consisting of an increase in the total number of mobile handsets (mostly smartphones) purchased and an increase in the per-unit price of handsets).

 

   

Salaries and wages increased by 7.8%, or 277 billion, from 3,568 billion in 2017 to 3,846 billion in 2018 primarily due to an increase in wages as well as payments of special incentive bonuses to our employees.

 

   

Service cost increased by 7.9%, or 112 billion, from 1,428 billion in 2017 to 1,541 billion in 2018, primarily due to increases in content costs relating to our IPTV and satellite TV services.

Operating Profit

Due to the factors described above, our operating profit increased by 3.0%, or 32 billion, from 1,069 billion in 2017 to 1,101 billion in 2018. Our operating margin, which is operating profit as a percentage of operating revenue, was 4.5% in 2017 and 4.7% in 2018.

 

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Finance Income (Costs)

The following table presents a breakdown of our finance income and costs and changes therein for 2017 and 2018:

 

     For the Year Ended
December 31,
     Changes  
     2017 vs. 2018  
     2017      2018      Amount     %  
     (In billions of Won)  

Interest income

   93      245      152       163.0

Gain on foreign currency transactions

     80        17        (62     (78.4

Gain on foreign currency translation

     226        4        (222     (98.4

Gain on settlement of derivatives

            28        28       N.A.  

Gain on valuation of derivatives

     0        66        66       N.M.  

Others

     8        14        6       80.0  
  

 

 

    

 

 

    

 

 

   

Total finance income

   406      374      (32     (7.9
  

 

 

    

 

 

    

 

 

   

Interest expenses

   302      297      (6     (1.8 )% 

Loss on foreign currency transactions

     40        49        9       22.0  

Loss on foreign currency translation

     12        73        60       493.5  

Loss on settlement of derivatives

     59               (59     (100.0

Loss on valuation of derivatives

     210        2        (208     (99.0

Loss on disposal of trade receivables

     20        14        (7     (32.1

Impairment loss on available-for-sale financial assets

     0               (0     (100.0

Others

     1        1        0       11.4  
  

 

 

    

 

 

    

 

 

   

Total finance costs

   645      436      (209     (32.4
  

 

 

    

 

 

    

 

 

   

 

N.A. means not applicable.

N.M. means not meaningful.

Our interest income increased by 163.0%, or 152 billion, from 93 billion in 2017 to 245 billion in 2018. In 2018, we recognized interest income related to a delay in VAT refund, compared to no such income recognized in 2017. In addition, a general increase in interest rates in Korea in 2018 contributed to the increase in interest income in 2018 compared to 2017.

We recognized a net gain on foreign currency translation of 214 billion in 2017 compared to a net loss of 69 billion in 2018, and we recognized a net gain on foreign currency transactions of 40 billion in 2017 compared to a net loss of 32 billion in 2018, as the Won appreciated against the Dollar in 2017 but depreciated in 2018. In terms of the market average exchange rates announced by Seoul Money Brokerage Services, Ltd., the Won appreciated from 1,208.5 to US$1.00 as of December 31, 2016 to 1,071.4 to US$1.00 as of December 31, 2017 but depreciated to 1,118.1 to US$1.00 as of December 31, 2018. Against such fluctuations, we recognized a net loss on valuation of derivatives of 210 billion in 2017 compared to a net gain of 64 billion in 2018 and recorded a net loss on transactions of derivatives of 59 billion in 2017 compared to a net gain of 28 billion in 2018.

Share of Net Profits (Losses) of Associates and Joint Venture

Our share of net losses of associates and joint ventures decreased by 60.6%, or 8 billion, from 14 billion in 2017 to 5 billion in 2018. In 2017, our share of net losses of associates and joint ventures consisted primarily of our share of loss from K Bank of Won 17 billion. In 2018, our share of loss from K Bank increased to Won 20 billion, which was partially offset by our share of profit from Korea Information & Technology Fund of Won 15 billion.

Income Tax Expense

Income tax expense increased by 16.2%, or 44 billion, from 271 billion in 2017 to 315 billion in 2018, primarily due to an increase in profit before income tax, which increased by

 

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26.6%, or 217 billion, from 817 billion in 2017 to 1,034 billion in 2018. See Note 29 to the Consolidated Financial Statements.

Profit for the Year

Due to the factors described above, our profit for the year increased by 31.7%, or 173 billion, from 546 billion in 2017 to 719 billion in 2018. Our net profit margin, which is net profit for the year as a percentage of operating revenue, was 2.3% in 2017 and 3.1% in 2018.

Segment Results—Marketing/Customer

Our operating revenue for the marketing/customer segment, prior to adjusting for inter-segment transactions, decreased by 13.4%, or 2,181 billion, from 16,243 billion in 2017 to 14,062 billion in 2018 primarily due to our decision to separate the marketing/customer segment into two separate reported segments of the marketing/customer segment and the corporate customer businesses segment starting in 2018 and, to a lesser extent, the impact of our adoption of IFRS 15 starting on January 1, 2018. In addition to such impacts, our operating revenue of the marketing/customer segment was negatively impacted by decreases in revenue from our mobile services and fixed-line services to individual and household customers, which were partially offset by an increase in revenue from our media and content services to individual and household customers, as described above.

Our operating income for the marketing/customer segment, prior to adjusting for inter-segment transactions, decreased by 13.0%, or 132 billion, from 1,019 billion in 2017 to 887 billion in 2018, as the 2,181 billion decrease in the segment’s operating revenue outpaced the 2,049 billion decrease in operating expenses. For this segment, operating margin, which is operating income as a percentage of total operating revenue prior to adjusting for inter-segment transactions, remained constant at 6.3% in 2017 and 2018.

Our depreciation and amortization for the marketing/customer segment, prior to adjusting for inter-segment transactions, decreased by 20.8%, or 602 billion, from 2,896 billion in 2017 to 2,294 billion in 2018.

Segment Results—Corporate Customer Businesses

Our operating revenue for the newly reported corporate customer businesses segment, prior to adjusting for inter-segment transactions, was 2,510 billion in 2018. The segment’s operating income was 209 billion in 2018, and its operating margin was 8.3% in 2018. The segment’s depreciation and amortization was 547 billion in 2018.

Segment Results—Finance

Our operating revenue for the finance segment, prior to adjusting for inter-segment transactions, decreased by 2.1%, or 78 billion, from 3,638 billion in 2017 to 3,560 billion in 2018 primarily due to the reasons described above.

Our operating income for the finance segment, prior to adjusting for inter-segment transactions, decreased by 29.3%, or 60 billion, from 206 billion in 2017 to 145 billion in 2018, as the 78 billion decrease in the segment’s operating revenue outpaced the 17 billion decrease in operating expenses. For this segment, operating margin decreased from 5.7% in 2017 to 4.1% in 2018.

 

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Depreciation and amortization for the finance segment, prior to adjusting for inter-segment transactions, decreased by 21.9%, or 6 million, from 29 billion in 2017 to 23 billion in 2018.

Segment Results—Satellite TV

Our operating revenue for the satellite TV segment, prior to adjusting for inter-segment transactions, remained relatively unchanged, increasing by 0.7%, or 5 billion, from 686 billion in 2017 to 691 billion in 2018.

Our operating income for the satellite TV segment, prior to adjusting for inter-segment transactions, decreased by 11.5%, or 9 billion, from 75 billion in 2017 to 67 billion in 2018, as the 14 billion increase in the segment’s operating expenses outpaced the 5 billion increase in operating revenue. Operating margin for this segment decreased from 11.0% in 2017 to 9.7% in 2018.

Depreciation and amortization for the satellite TV segment, prior to adjusting for inter-segment transactions, decreased by 0.9%, or 1 billion, from 99 billion in 2017 to 98 billion in 2018.

Segment Results—Others

Our operating revenue for the others segment, prior to adjusting for inter-segment transactions, decreased by 4.5%, or 302 billion, from 6,652 billion in 2017 to 6,350 billion in 2018, primarily due to a decrease in revenue from sale of real estate developed by KT Estate, which was partially offset by an increase in revenue from sale of handsets.

Our operating loss for the others segment, prior to adjusting for inter-segment transactions, decreased by 17.6%, or 33 billion, from 187 billion in 2017 to 154 billion in 2018, as the 335 billion decrease in the segment’s operating expenses outpaced the 302 billion decrease in operating revenue. Operating loss margin for this segment decreased from (2.8)% in 2017 to (2.4)% in 2018.

Depreciation and amortization for this segment, prior to adjusting for inter-segment transactions, decreased by 5.6%, or 19 billion, from 332 billion in 2017 to 314 billion in 2018.

Operating Results—2016 Compared to 2017

The following table presents selected income statement data and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
    Changes  
  2016 vs. 2017  
     2016      2017     Amount     %  
     (In billions of Won)  

Operating revenue

   23,164      23,547     383       1.7

Operating expenses

     21,781        22,478       697       3.2  
  

 

 

    

 

 

   

 

 

   

Operating profit (loss)

     1,383        1,069       (314     22.7  

Finance income

     296        406       110       37.2  

Finance costs

     515        645       130       25.2  

Share of net profits of associates and joint ventures

     3        (14     (17     N.M.  
  

 

 

    

 

 

   

 

 

   

Profit (loss) from continuing operations before income tax

     1,167        817       (350     (30.0

Income tax expense (benefit)

     335        271       (64     (19.2
  

 

 

    

 

 

   

 

 

   

Profit for the year

   832      546     (286     (34.3 )% 
  

 

 

    

 

 

   

 

 

   

 

N.M. means not meaningful.

 

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Operating Revenue

The following table presents a breakdown of our operating revenue and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
     Changes  
   2016 vs. 2017  

Products and services

   2016      2017      Amount     %  
     (In billions of Won)  

Mobile services

   7,375      7,122      (253     (3.4 )% 

Fixed-line services:

          

Fixed-line and VoIP telephone services

     2,053        1,834        (219     (10.7

Internet services:

          

Broadband Internet access services

     2,040        2,082        42       2.1  

Other Internet-related services (1)

     1,799        2,139        340       18.9  

Data communication services

     1,025        1,066        41       4.0  
  

 

 

    

 

 

    

 

 

   

Sub-total

     6,917        7,121        204       2.9  
  

 

 

    

 

 

    

 

 

   

Financial services

     3,428        3,443        15       0.4  

Others

     2,592        2,500        (92     (3.5

Sale of goods (2)

     2,852        3,361        509       17.8  
  

 

 

    

 

 

    

 

 

   

Total operating revenue

   23,164      23,547      383       1.7
  

 

 

    

 

 

    

 

 

   

 

 

(1)

Primarily related to revenue from IPTV services.

 

(2)

Primarily related to sale of handsets for our mobile service and miscellaneous telecommunications equipment, as well as sale of residential units and commercial real estate developed by KT Estate.

Total operating revenue increased by 1.7%, or 383 billion, from 23,164 billion in 2016 to 23,547 billion in 2017 primarily due to increases in the revenue from sale of goods and our Internet services, the impact of which was partially offset in part by decreases in the revenue from our mobile services and fixed-line and VoIP telephone services.

Mobile Services

Our mobile services revenue decreased by 3.4%, or 253 billion, from 7,375 billion in 2016 to 7,122 billion in 2017 primarily due to a decrease in our average revenue per user, which impact was partially offset by an increase in our mobile subscribers.

Our average revenue per user decreased from 35,768 in 2016 to 34,444 in 2017 mainly due to a substantial portion of our new mobile subscribers having elected to receive subscription rate discounts in lieu of handset subsidies. In addition, our average revenue per user was negatively impacted by an increase in the maximum discount rate applicable to mobile subscribers who elect not to receive handset subsidies from 20.0% to 25.0% starting in September 2017.

We recorded a 5.9% increase in our mobile subscribers from approximately 18.9 million as of December 31, 2016 to approximately 20.0 million as of December 31, 2017.

Fixed-line Services

Our fixed-line services revenue in the aggregate increased by 2.9%, or 204 billion, from 6,917 billion in 2016 to 7,121 billion in 2017 primarily due to increases in Internet services revenue and data communication services revenue, the impact of which was partially offset by a decrease in our fixed-line and VoIP telephone services revenue.

 

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Fixed-line and VoIP Telephone Services. Our fixed-line and VoIP telephone services revenue decreased by 10.7%, or 219 billion, from 2,053 billion in 2016 to 1,834 billion in 2017 primarily due to decreases in monthly usage charges as well as in our subscribers of fixed-line telephone services reflecting a continued decrease in demand for such services, which was partially offset by an increase in monthly basic charges. Our domestic long-distance call minutes decreased from 1.5 billion in 2016 to 1.1 billion in 2017 and local call pulses from 2.2 billion in 2016 to 1.3 billion in 2017, while the number of PSTN and VoIP lines in service decreased from 16.3 million as of December 31, 2016 to 15.6 million as of December 31, 2017. Partially offsetting such trends, our monthly basic charges increased primarily due to an increase in subscribers of our unlimited fixed-line telephone service plan in 2017 which offers unlimited call minutes for fixed monthly basic charges.

Internet Services. Our Internet services revenue, which primarily consists of revenue from IPTV and broadband Internet access services, increased by 10.0%, or 382 billion, from 3,839 billion in 2016 to 4,221 billion in 2017 primarily due to an increase in the number of IPTV subscribers from approximately 7.0 million as of December 31, 2016 to approximately 7.5 million as of December 31, 2017, as well as an increase in the number of our subscribers of premium broadband Internet access services. The number of our KT GiGA Internet service subscribers increased from approximately 2.4 million as of December 31, 2016 to approximately 3.9 million as of December 31, 2017.

Data Communication Services. Our data communication services revenue increased by 4.0%, or 41 billion, from 1,025 billion in 2016 to 1,066 billion in 2017 primarily due to an increase in revenue from our co-location and server leasing services offered to corporate customers.

Financial Services

Financial services revenue increased by 0.4%, or 15 billion, from 3,428 billion in 2016 to 3,443 billion in 2017 primarily due to the sale of BC Card’s ownership interest in MasterCard and an increase in commission revenue from BC Card reflecting an expansion of its merchant payment network, which impacts were partially offset by a decrease in the transaction volume of foreign credit cards processed through BC Card that were used by Chinese tourists visiting Korea in 2017 as compared to 2016.

Others

Other operating revenue decreased by 3.5%, or 92 billion, from 2,592 billion in 2016 to 2,500 billion in 2017 primarily due to a decrease in revenue from our systems integration business.

Sale of Goods

Revenue from sale of goods increased by 17.8%, or 509 billion, from 2,852 billion in 2016 to 3,361 billion in 2017 primarily due to an increase in the sale of mobile handsets in 2017 compared to 2016 and, to a lesser extent, an increase in revenue from the sale of real estate developed by KT Estate. The sale of mobile handsets in 2017 increased largely due to increases in the number of handset units sold and, to a lesser extent, the per-unit price of premium handsets.

 

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Operating Expenses

The following table presents a breakdown of our operating expenses and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
    Changes  
    2016 vs. 2017  
     2016      2017     Amount     %  
     (In billions of Won)  

Salaries and wages

   3,478      3,568     90       2.6

Depreciation

     2,763        2,746       (17     (0.6

Commissions

     1,099        1,086       (14     (1.2

Interconnection charges

     690        641       (50     (7.2

Purchase of inventories

     3,407        4,054       646       19.0  

Changes of inventories

     162        (187     (350     N.M.  

Sales commission

     1,968        2,202       234       11.9  

Service cost

     1,322        1,428       106       8.0  

Card service costs

     3,050        3,095       45       1.5  

Insurance premium

     178        69       (109     (61.1

Others (1)

     3,663        3,777       113       3.1  
  

 

 

    

 

 

   

 

 

   

Total operating expenses

   21,781      22,478     697       3.2
  

 

 

    

 

 

   

 

 

   

 

N.M. means not meaningful.

 

(1)

Including other operating expenses (which include other expenses) amortization of intangible assets, rent, utilities, international interconnection fee, installation fee, taxes and dues, research and development expenses and advertising expenses.

Total operating expenses increased by 3.2%, or 697 billion, from 21,781 billion in 2016 to 22,478 billion in 2017 primarily due to increases in purchase of inventories, sales commission and service cost, the impact of which was partially offset by decreases in changes of inventories and insurance premium as described below. Specifically:

 

   

Purchase of inventories increased by 19.0%, or 646 billion, from 3,407 billion in 2016 to 4,054 billion in 2017 primarily due to an increase in purchase of mobile handsets (consisting of an increase in the total number of mobile handsets (mostly smartphones) purchased and an increase in the per-unit price of mobile handsets) and, to a lesser extent, an increase in development expenses of for-sale real estate units.

 

   

Sales commission increased by 11.9%, or 234 billion, from 1,968 billion in 2016 to 2,202 billion in 2017 primarily due to an increase in sales commissions that we paid to third-party dealers for procurement of mobile subscribers and mobile handset sales, both of which increased in 2017.

 

   

Service cost increased by 8.0%, or 106 billion, from 1,322 billion in 2016 to 1,428 billion in 2017, primarily due to an increase in service costs relating to our IPTV and mobile services such as purchases of contents to meet increased and diversified demand from customers and an increase in installation fees as more sophisticated technologies and corresponding higher fees were required for the installation of certain new equipment and facilities.

These factors were partially offset by the following:

 

   

Changes of inventories, which reflect inventory changes during a period by calculating inventories at the beginning of period minus those at the end of period, amounted to

 

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162 billion in 2016 and (187) billion in 2017, which means inventories increased by 187 billion in 2017 while they decreased by 162 billion in 2016. This was primarily due to an increase in purchase of handsets in 2017 compared to 2016 as described above, which was partially offset by an increase in the sale of handsets in 2017 compared to 2016. Cost of sale of goods (which is the sum of changes of inventories and purchase of inventories) in 2017 increased by 8.3% to 3,866 billion from 3,570 billion in 2016, primarily reflecting an increase in handset unit sales and an increase in per-unit cost of handsets, in each case in 2017 compared to 2016. Per-unit cost of handsets increased primarily due to the higher per-unit cost of premium handsets, which was partially offset by the lower per-unit cost of second devices purchased by certain of our mobile subscribers. The increase in the handset unit sales was primarily due to the unusually lower handset unit sales in 2016 due to mechanical defects relating to the Galaxy Note 7 handset in 2016. The handset unit sales were normalized in 2017 in the absence of such one-off event.

 

   

Insurance premium decreased by 61.1%, or 109 billion, from 178 billion in 2016 to 69 billion in 2017 primarily due to a decrease in insurance premium rates for our handsets.

Operating Profit

Due to the factors described above, our operating profit decreased by 22.7%, or 314 billion, from 1,383 billion in 2016 to 1,069 billion in 2017. Our operating margin, which is operating profit as a percentage of operating revenue, was 6.0% in 2016 and 4.5% in 2017.

Finance Income (Costs)

The following table presents a breakdown of our finance income and costs and changes therein for 2016 and 2017:

 

     For the Year Ended
December 31,
     Changes  
     2016 vs. 2017  
     2016      2017      Amount     %  
     (In billions of Won)  

Interest income

   116      93      (23     (19.5 )% 

Gain on foreign currency transactions

     25        80        55       219.7  

Gain on foreign currency translation

     12        226        213       1,754.3  

Gain on settlement of derivatives

     9               (9     (100.0

Gain on valuation of derivatives

     109        0        (109     (99.9

Others

     25        8        (17     (68.7
  

 

 

    

 

 

    

 

 

   

Total finance income

   296      406      110       37.2  
  

 

 

    

 

 

    

 

 

   

Interest expenses

   337      302      (35     (10.3 )% 

Loss on foreign currency transactions

     38        40        2       6.2  

Loss on foreign currency translation

     122        12        (110     (90.0

Loss on settlement of derivatives

     1        59        58       9,167.2  

Loss on valuation of derivatives

     0        210        209       N.M.  

Loss on disposal of trade receivables

     16        20        5       28.5  

Impairment loss on available-for-sale financial assets

     1        0        (1     (99.1

Others

     0        1        1       146.9  
  

 

 

    

 

 

    

 

 

   

Total finance costs

   515      645      130       25.2  
  

 

 

    

 

 

    

 

 

   

 

N.M. means not meaningful.

Our interest income decreased by 19.5%, or 23 billion, from 116 billion in 2016 to 93 billion in 2017 primarily due to interest income recognized in 2016 related to a delay in VAT

 

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refund, compared to no such income recognized in 2017, as well as a general decrease in interest rates in Korea in 2017.

We recognized a net loss on foreign currency translation of 110 billion in 2016 compared to a net gain of 214 billion in 2017, and recognized a net loss on foreign currency transactions of 13 billion in 2016 compared to a net gain of 40 billion in 2017, as the Won depreciated against the Dollar in 2016 but appreciated in 2017. In terms of the market average exchange rates announced by Seoul Money Brokerage Services, Ltd., the Won depreciated from 1,172.0 to US$1.00 as of December 31, 2015 to 1,208.5 to US$1.00 as of December 31, 2016 but appreciated to 1,071.4 as of December 31, 2017. Against such fluctuations, we recognized a net gain on valuation of derivatives of 109 billion in 2016 compared to a net loss of 210 billion in 2017 and recognized a net gain on transactions of derivatives of 8 billion in 2016 compared to a net loss of 59 billion in 2017.

Our interest expenses decreased by 10.3%, or 35 billion, from 337 billion in 2016 to 302 billion in 2017 primarily due to a decrease in the aggregate amount of borrowings for which we made interest payments as well as a general decrease in interest rates in Korea in 2017.

Share of Net Profits (Losses) of Associates and Joint Ventures

We recognized share of net profits of associates and joint ventures of 3 billion in 2016, whereas we recognized share of net losses of associates and joint ventures of 14 billion in 2017.

Income Tax Expense

Income tax expense decreased by 19.2%, or 64 billion, from 335 billion in 2016 to 271 billion in 2017, primarily due to a decrease in profit before income tax, which decreased by 350 billion, from 1,167 billion in 2016 to 817 billion in 2017. See Note 29 to the Consolidated Financial Statements.

Profit for the Year

Due to the factors described above, our profit for the year decreased by 34.3%, or 286 billion, from 832 billion in 2016 to 546 billion in 2017. Our net profit margin, which is net profit for the year as a percentage of operating revenue, decreased from 3.6% in 2016 to 2.3% in 2017.

Segment Results—Marketing/Customer

Our operating revenue for this segment, prior to adjusting for inter-segment transactions, increased slightly by 0.3%, or 55 billion, from 16,187 billion in 2016 to 16,243 billion in 2017 primarily due to increases in revenue from our Internet services and data communication services, which was partially offset by decreases in revenue from our mobile services and fixed-line services, as described above.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 6.8%, or 75 billion, from 1,093 billion in 2016 to 1,019 billion in 2017, as the 130 billion increase in operating expenses outpaced the 55 billion increase in the segment’s operating revenue. For this segment, operating margin, which is operating income as a percentage of total operating revenue prior to adjusting for inter-segment transactions, decreased from 6.8% in 2016 to 6.3% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, increased by 0.9%, or 26 billion, from 2,870 billion in 2016 to 2,896 billion in 2017.

 

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Segment Results—Finance

Our operating revenue for this segment, prior to adjusting for inter-segment transactions, increased by 1.7%, or 60 billion, from 3,578 billion in 2016 to 3,638 billion in 2017 primarily due to an increase in commission revenue of and an increase in disposal of available-for-sale assets by BC Card, which was partially offset by decreased usage of foreign credit cards processed through BC Card, as described above.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 1.4%, or 3 billion, from 209 billion in 2016 to 206 billion in 2017, as the 63 billion increase in operating expenses outpaced the 60 billion increase in the segment’s operating revenue. Operating margin for this segment decreased from 5.8% in 2016 to 5.7% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, remained relatively stable at 29 billion in each of 2016 and 2017.

Segment Results—Satellite TV

Our operating revenue for this segment, prior to adjusting for inter-segment transactions, increased by 2.5%, or 17 billion, from 669 billion in 2016 to 686 billion in 2017, primarily due to an increase in revenue from an increase in the number of TV shopping channels and other fee-generating platforms.

Our operating income for this segment, prior to adjusting for inter-segment transactions, decreased by 5.8%, or 5 billion, from 80 billion in 2016 to 75 billion in 2017, as the 21 billion increase in operating expenses outpaced the 17 billion increase in the segment’s operating revenue. Operating margin for this segment decreased from 12.0% in 2016 to 11.0% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, remained relatively stable at 99 billion in each of 2016 and 2017.

Segment Results—Others

Our operating revenue for this segment, prior to adjusting for inter-segment transactions, increased by 5.4%, or 343 billion, from 6,308 billion in 2016 to 6,652 billion in 2017, primarily due to an increase in sale of handsets and an increase in revenue from the development and sale of real estate by our consolidated subsidiary.

For this segment, prior to adjusting for inter-segment transactions, we recorded an operating income of 40 billion in 2016, compared to an operating loss of 187 billion in 2017, as the 570 billion increase in operating expenses outpaced the 343 billion increase in the segment’s operating revenue in 2017. For this segment, operating margin was 0.6% in 2016 and the operating loss margin (operating loss as a percentage of total operating revenue prior to adjusting for inter-segment transactions) was (2.8)% in 2017.

Depreciation and amortization, prior to adjusting for inter-segment transactions, decreased by 2.1%, or 7 billion, from 339 billion in 2017 to 332 billion in 2016.

 

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Item 5.B.  Liquidity and Capital Resources

The following table sets forth the summary of our cash flows for the years indicated:

 

     For the Years Ended December 31,  
             2016                     2017                     2018          
     (In billions of Won)  

Net cash inflow from operating activities

   4,771     3,878     4,010  

Net cash outflow from investing activities

     (3,485     (3,483     (2,704

Net cash outflow from financing activities

     (943     (1,363     (532

Cash and cash equivalents at beginning of the year

     2,559       2,900       1,928  

Cash and cash equivalents at end of the year

     2,900       1,928       2,703  

Net increase (decrease) in cash and cash equivalents

     341       (972     775  

Capital Requirements

Historically, our capital requirements consisted principally of purchases of property and equipment and other assets and repayments of borrowings. In our investing activities, we used cash of 2,764 billion in 2016, 2,442 billion in 2017 and 2,261 billion in 2018 for the acquisition of property and equipment and investment properties. In our financing activities, we used cash of 1,769 billion in 2016, 1,780 billion in 2017 and 1,613 billion in 2018 for repayments of borrowings and debentures. From time to time, we may also require capital for investments involving acquisitions, including shares of our affiliates, and strategic relationships.

Our cash dividends paid to shareholders and non-controlling interests amounted to 184 billion in 2016, 243 billion in 2017 and 299 billion in 2018.

We anticipate that capital expenditures and repayment of outstanding contractual obligations and commitments will represent the most significant use of funds for the next several years. We may also require capital for purchase of shares of our affiliates as well as investments involving acquisitions and strategic relationships. We compete primarily in the telecommunications and Internet-related markets in Korea, which are rapidly evolving. In recent years, competition among us, SK Telecom and LG U+ to commercialize 5G mobile services has intensified and we have made and will continue to make capital expenditure to develop 5G mobile service capabilities and technologies. We may need to incur additional capital expenditures to keep up with unexpected developments in rapidly evolving telecommunications technology. There can be no assurance that we will be able to secure funds on satisfactory terms from financial institutions or other sources that are sufficient for our unanticipated needs.

Payments of contractual obligations and commitments will also require considerable resources. In our ordinary course of business, we routinely enter into commercial commitments for various aspects of our operations, including repair and maintenance. We have also provided guarantees to our affiliates. See Note 20 to the Consolidated Financial Statements for a disclosure of the guarantees provided.

 

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The following table sets forth selected information regarding our contractual obligations to make future payments as of December 31, 2018:

 

     Payments Due by Period  

Contractual Obligations (1)

   Total      Less than
1 Year
     1-3
Years
     4-5
Years
     After 5
Years
 
     (In billions of Won)  

Long-term debt obligations (including current portion of long-term debt)

   6,576      1,276      2,388      911      2,001  

Finance lease obligations (including any interests)

     202        78        102        22         

Operating lease obligations

     374        109        185        79        1  

Severance payment obligations (2)

     5,108        183        453        499        3,973  

Asset retirement obligations

     119        31        11        8        69  

Long-term accounts payable—others

     1,825        355        687        297        486  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     14,204        2,032        3,826        1,816        6,530  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Estimate of interest payment based on contractual interest rates effective as of December 31, 2018

   968      150      247      176      395  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

 

(1)

Contractual obligations represent contractual liabilities as of the consolidated balance sheet date excluding refundable deposits for telephone installation and accruals for customer call bonus points, which do not have definitive payment schedules.

 

(2)

The amount represents undiscounted pension benefit as of December 31, 2018.

Capital Resources

We have traditionally met our working capital and other capital requirements principally from cash provided by operations, while raising the remainder of our requirements primarily through debt financing.

Our major sources of cash have been net cash provided by operating activities, including profits for the year, expenses not involving cash payments such as depreciation and amortization, and proceeds from issuance of bonds and borrowings. We expect that these sources will continue to be our principal sources of cash in the future. We recorded profits for the year of 832 billion in 2016, 546 billion in 2017 and 719 billion in 2018 as discussed in “Item 5.A. Operating Results.” Non-cash expense adjustments in our statement of cash flows from depreciation and amortization of intangible assets amounted to 3,422 billion in 2016, 3,438 billion in 2017 and 3,365 billion in 2018, primarily reflecting our capital investment activities during the recent years, including our purchase of bandwidth licenses for our operations, investments in network infrastructures and acquisition of real estate. Cash proceeds from borrowings and debentures were 1,123 billion in 2016, 616 billion in 2017 and 1,473 billion in 2018. As of December 31, 2018, we held 15,967,040 treasury shares.

Since 2012, we have disposed of a portion of our trade receivables relating to handset sales to several special purpose companies, as part of our efforts to improve our cash and asset management. We also entered into asset management agreements with each of these special purpose companies, and will be receiving management fees from such companies. See Note 20 to the Consolidated Financial Statements.

We believe that we have sufficient working capital available to us for our current requirements and that we have a variety of alternatives available to us to satisfy our financial requirements to the extent that they are not met by funds generated by operations, including the issuance of debt securities and bank borrowings denominated in Won and various foreign currencies. For example, we issued (i) US$400 million of 2.500% notes due 2026 in July 2016, (ii) US$400 million of 2.625% notes due 2022 in August 2017, (iii) US$200 million of LIBOR(3M)+0.450% notes due 2020 in August 2018,

 

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(iv) US$100 million of LIBOR(3M)+0.900% notes due 2023 in August 2018 and (v) Japanese Yen 30 billion of 0.300% notes due 2020 in November 2018. See Note 16 to the Consolidated Financial Statements. However, our ability to rely on some of these alternatives could be affected by factors such as the liquidity of the Korean and the global financial markets, prevailing interest rates, our credit rating and the Government’s policies regarding Won currency and foreign currency borrowings. Other factors which could materially affect our liquidity in the future include unanticipated increase in capital expenditures and decrease in cash provided by operations resulting from a significant decrease in demand for our services. We may also need to raise additional capital sooner than we expect in order to fund unanticipated investments and acquisitions.

Our total equity was 12,917 billion as of December 31, 2016, 13,183 billion as of December 31, 2017 and 14,658 billion as of December 31, 2018.

Liquidity

We had a working capital (current assets minus current liabilities) surplus of 327 billion as of December 31, 2016, 354 billion as of December 31, 2017 and 2,764 billion as of December 31, 2018. The following table sets forth the summary of our significant current assets for the years indicated:

 

     As of December 31,  
         2016              2017              2018      
     (In billions of Won)  

Cash and cash equivalents

   2,900      1,928      2,703  

Trade and other receivables, net

     5,478        5,965        5,680  

Inventories, net

     455        642        1,075  

Other financial assets

     721        973        995  

Our cash and cash equivalents (substantially all of which are in Won) totaled 2,900 billion as of December 31, 2016, 1,928 billion as of December 31, 2017 and 2,703 billion as of December 31, 2018. Under IFRS as issued by IASB, bank deposits held at call and all other highly liquid temporary cash instruments within maturities of three months are considered as cash equivalents. Other current financial assets primarily consist of financial instruments, available-for-sale financial assets and derivative assets used for hedging.

The following table sets forth the summary of our significant current liabilities for the years indicated:

 

     As of December 31,  
     2016      2017      2018  
     (In billions of Won)  

Trade and other payables

   7,142      7,426      7,008  

Borrowings

     1,820        1,573        1,368  

Substantially all of our revenues are denominated in Won. Depreciation of the Won may materially affect the results of our operations because, among other things, it causes an increase in the amount of Won required by us to make interest and principal payments on our foreign currency-denominated debt, the costs of telecommunications equipment that we purchase from overseas sources, net settlement payments to foreign carriers and certain payments related to our derivative instruments entered into for foreign exchange risk hedging purposes. As of December 31, 2018, we entered into various commitments with financial institutions totaling 2,945 billion and US$233 million, of which 607 billion and US$137 million was used. See Note 20 to the Consolidated Financial Statements. Of the 6,648 billion total book value of debentures and borrowings outstanding as of December 31, 2018, 2,392 billion was denominated in foreign currencies. See Note 16 to the

 

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Consolidated Financial Statements. Upon the identification and evaluation of our currency risk exposures, we, having considered various circumstances, enter into derivative financial instruments to manage such risks. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk—Exchange Rate Risk and Interest Rate Risk.” We have not had, and do not anticipate that we will have, difficulty gaining access to short-term financing sufficient to meet our current requirements.

Capital Expenditures

We used cash of 2,764 billion in 2016, 2,442 billion in 2017 and 2,261 billion in 2018 for the acquisition of property, plant and equipment and investment property. We currently expect our capital expenditure for the acquisition of property, plant and equipment and investment property in 2019 to increase compared to the 2,261 billion incurred in 2018, and remain subject to adjustment depending on market conditions, our results of operations and changes in our build-out plan for our 5G mobile telecommunications network.

Inflation

We do not consider that inflation in Korea has had a material impact on our results of operations in recent years. According to data published by the Bank of Korea, annual inflation in Korea was 1.0% in 2016, 1.9% in 2017 and 1.5% in 2018. See “Item 3. Key Information—Item 3.D. Risk Factors—Korea is our most important market, and our current business and future growth could be materially and adversely affected if economic or political conditions in Korea deteriorate.”

Item 5.C.  Research and Development, Patents and Licenses, Etc.

In order to maintain our leadership in the converging telecommunications business environment and develop additional platforms, services and applications, we engage in research and development (“R&D”) activities in our various business units and also operate the following R&D laboratories:

 

   

an infrastructure R&D laboratory;

 

   

a service R&D laboratory; and

 

   

a convergence R&D laboratory.

As of December 31, 2018, KT Corporation had 4,892 domestic and 1,177 international registered patents.

The MSIT has the authority to recommend to network service providers that they provide funds for national research and development of telecommunications technology and related projects. Including such contributions, total expenditures (which include capitalized expenses) on research and development were 215 billion in 2016, 435 billion in 2017 and 273 billion in 2018.

Item 5.D.  Trend Information

These matters are discussed under Item 5.A. above where relevant.

Item 5.E.  Off-balance Sheet Arrangements

These matters are discussed under Item 5.B. above where relevant.

 

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Item 5.F.  Tabular Disclosure of Contractual Obligations

These matters are discussed under Item 5.B. above where relevant.

Item 5.G.  Safe Harbor

See “Item 3.D. Risk Factors—Forward-looking statements may prove to be inaccurate.”

Item 6. Directors, Senior Management and Employees

Item 6.A.  Directors and Senior Management

Directors

Our board of directors has the ultimate responsibility for the administration of our affairs. Our articles of incorporation provide for a board of directors consisting of:

 

   

up to three standing directors, including the chief executive officer; and

 

   

up to eight outside directors.

All of our directors are elected at the general shareholders’ meeting. If the total assets of a company listed on the KRX KOSPI Market exceed 2,000 billion as of the end of the preceding year, which is the case with us, the Commercial Code of Korea requires such company to have more than three outside directors, with outside directors being the majority of the board of directors. The term of office for a director is up to three years, but the term is extended to the close of the annual shareholders’ meeting convened with respect to the last full fiscal year of a director’s term of office. If the term of office for a director is not completed and ends before the close of the annual general shareholders’ meeting and a new director is appointed in his or her place, the term of office for such replacement director will coincide with the uncompleted remaining term of office of his or her predecessor.

Under the Commercial Code of Korea, we must establish a committee to nominate candidates for outside directors within the board of directors, and outside directors must make up more than half of the total members of the outside director candidate nominating committee. According to our articles of incorporation, such committee must consist of one standing director and all of our outside directors, other than for election of an outside director resulting from the expiration of the term of the office, in which case such outside director whose term is expiring may not be a member of the committee. Our Outside Director Candidate Nominating Committee nominates outside director candidates for appointment at the general shareholders’ meeting.

Upon the request of any director (to the extent that the board of directors does not separately authorize only a particular director to make such request), a meeting of the board of directors will be assembled. The chairperson of the board of directors is elected from among the outside directors by a resolution of the board of directors. The term of office of the chairperson is one year.

 

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Our current directors are as follows:

 

Name

 

Position

  Director
Since
   

Date of Birth

  Expiration of
Term of
Office
 

Standing Directors (1)

       

Chang-Gyu Hwang

  Chief Executive Officer     January 2014     January 23, 1953     2020  

Dong-Myun Lee

  President, Head of Future Platform Business Group     March 2019     October 15, 1962     2020  

In-Hoe Kim

  President, Head of Corporate Planning Group     March 2019     June 25, 1964     2020  

Outside Directors (1)

       

Jong-Gu Kim

  Corporate lawyer, New Dimension Law Group     March 2014     July 7, 1941     2020  

Suk-Gwon Chang

  Professor, School of Business, Hanyang University     March 2014     February 21, 1956     2020  

Gae-Min Lee

  Former Editor-in-Chief, The Korea Economic Daily     March 2017     November 1, 1946     2020  

Il Im

  Professor, Business Administration, Yonsei University     March 2017     March 20, 1966     2020  

Dae-You Kim

  Outside Director, DB Life Insurance Co., Ltd.     March 2018     July 21, 1951     2021  

Gang-Cheol Lee

  Former Auditing Director, Ultra V Co., Ltd.     March 2018     May 6, 1947     2021  

Hee-Yol Yu

  Chair-Professor, Pusan National University     March 2019     January 12, 1947     2022  

Tae-Yoon Sung

  Professor, School of Economics, Yonsei University     March 2019     February 13, 1970     2022  

 

 

(1)

All of our standing and outside directors beneficially own less than one percent of the issued shares of KT Corporation in the aggregate.

Chang-Gyu Hwang has served as our standing director since 2014 and has served as our chief executive officer since January 2014. Previously, he served as a distinguished chair professor at Sungkyunkwan University, president and national chief technology officer of the Office of Strategic Research and Development Planning at the former Ministry of Knowledge and Economy, president and chief technology officer of the Corporate Technology Office at Samsung Electronics Co., Ltd. and president and chief executive officer of the Semiconductor Business at Samsung Electronics Co., Ltd. Mr. Hwang holds a bachelor’s degree and a master’s degree in electrical engineering from Seoul National University and a Ph.D. in electronic and computer engineering from the University of Massachusetts, Amherst.

Dong-Myun Lee has served as our standing director since March 2019 and has served as the head of our Future Platform Business Group since November 2018. Previously, he served as the head of the Institute of Convergence Technology. Mr. Lee holds a bachelor’s degree in electrical engineering from Seoul National University and a master’s degree and a Ph.D. in electrical engineering from the Korea Advanced Institute of Science and Technology.

In-Hoe Kim has served as our standing director since March 2019 and has served as the president and the head of our Corporate Planning Group since November 2018. Previously, he served as the head of the CEO office and the head of Financial Management Office. Mr. Kim holds a bachelor’s degree in international economics from Seoul National University and a master’s degree in business administration from the Korea Advanced Institute of Science and Technology.

Jong-Gu Kim has served as our outside director since March 2014. He is currently a corporate lawyer at the New Dimension Law Group. Previously, he served as the minister of the Ministry of

 

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Justice and as the head of the Seoul Supreme Prosecutors’ Office. Mr. Kim holds both a bachelor’s degree in law from Seoul National University and a Ph.D. in law from Dongguk University.

Suk-Gwon Chang has served as our outside director since March 2014. He is currently a professor of the School of Business at Hanyang University. Previously, he served as the dean of Hanyang Cyber University Graduate School and the president of the Korea Association for Telecommunication Policy and Korea Media Management Association. Mr. Chang holds a bachelor’s degree in industrial engineering from Seoul National University and a Ph.D. in management science from Korea Advanced Institute of Science and Technology.

Gae-Min Lee has served as our outside director since March 2017. Previously, he served as an advisor to the Korea News Editors’ Association Fund, editor-in-chief of The Korea Economic Daily and chief executive officer of Hankyung.com. Mr. Lee holds a bachelor’s degree and a Ph.D. in Economics from Kyung Hee University.

Il Im has served as our outside director since March 2017. He is currently a professor of business administration at Yonsei University. Previously, he served as a vice headmaster of the Yonsei Graduate School of Business and a vice chairman of the Korean Academic Society of Business Administration. Mr. Im holds a bachelor’s degree and a master’s degree in business administration from Seoul National University and a Ph.D. in information systems from the University of Southern California.

Dae-You Kim has served as our outside director since March 2018. He is currently an outside director of DB Life Insurance Co., Ltd. Previously, he served as the vice chairman of Wonik Investment Partners and a professor of Hanyang University. He also previously served as a presidential secretary for economic policies to the President of Korea. Mr. Kim holds a bachelor’s degree in export studies at Seoul National University and a masters’ degree in public policy from the University of Wisconsin.

Gang-Cheol Lee has served as our outside director since March 2018. He served as an auditing director of Ultra V Co., Ltd. Previously, he served as a presidential secretary of civil society policies to the President of Korea. Mr. Lee holds a bachelor’s degree in political science and diplomacy from Kyungpook National University.

Hee-Yol Yu has served as our outside director since March 2019. He is currently a chief-professor at Pusan National University and a board chairperson of the Korea Carbon Capture and Sequestration R&D Center. Previously, he served as vice minister of the Ministry of Science & Technology. Mr. Yu holds a bachelor’s degree in liberal arts and sciences from Seoul National University and a master’s degree in public administration from Seoul National University. He also holds a master of philosophy degree in technology innovation of the science policy research unit from Sussex University and a Ph.D in politics and science and technology policy making from Korea University.

Tae-Yoon Sung has served as our outside director since March 2019. He is currently a professor of economics at Yonsei University, a dean of the Yonsei Underwood International College and an editorial board member of the Korean Economic Review at Korean Economic Association. Mr. Sung holds a bachelor’s degree and a master’s degree in economics from Yonsei University and a Ph.D. in economics from Harvard University.

For the purposes of the Korean Commercial Code, our chief executive officer is deemed to be the “representative director” who is authorized to perform all judicial and extra-judicial acts relating to our business. Our shareholders elect the chief executive officer in accordance with the provisions of the Commercial Code and our articles of incorporation. In March 2018, we amended our articles of

 

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incorporation in efforts to add more rigor and transparency to the process of selecting our chief executive officer. Our Corporate Governance Committee conducts investigation and composition of a pool of candidates and selects chief executive officer candidates whose candidacy will be further examined. Subsequently, the President Candidate Examination Committee examines and selects chief executive officer candidates and submits an examination report of such candidates to our board of directors. A chief executive officer candidate recommended by our board of directors is nominated at the shareholders’ meeting.

Under our articles of incorporation, the board of directors must submit a draft management contract between KT Corporation and the candidate covering our management objectives to the shareholders’ meeting at the time of candidate nomination to the meeting. When the draft management contract has been approved at the shareholders’ meeting, we enter into such management contract with the chief executive officer. In such case, the chairperson of the board of directors, on our behalf, signs the management contract.

The board of directors may conduct performance review discussions to determine if the new chief executive officer performed his or her duties under the management contract, or hire a professional evaluation agency for such purpose. If the board of directors determines, based on the results of the performance review, that the new chief executive officer has failed to achieve the management goals, it may propose to dismiss the chief executive officer at a shareholders’ meeting.

Senior Management

In addition to our standing directors who are also our executive officers, we have the following executive officers as of March 31, 2019:

 

Name

  

Title and Responsibilities

   Year of
birth
 

Hyeon-Mo Ku

   President, Customer & Media Business Group      1964  

Seong-Mok Oh

   President, Network Group      1960  

Sang-Bong Nam

   Senior Executive Vice President, Ethics Office      1963  

Byung-Sam Park

   Senior Executive Vice President, Legal Affairs Office      1966  

Yoon-Young Park

   Senior Executive Vice President, Enterprise Business Group      1962  

Jong-Ook Park

   Senior Executive Vice President, Strategy & Planning Office      1962  

Soo-Jung Shin

   Senior Executive Vice President, IT Planning Office      1965  

Jong-Jin Yoon

   Senior Executive Vice President, Public Relations Office      1964  

Pill-Jai Lee

   Senior Executive Vice President, Marketing Group      1961  

Hong-Beom Jeon

   Senior Executive Vice President, Institute of Convergence Technology      1962  

Young-Myoung Kim

   Executive Vice President, Energy Platform Business Unit      1961  

Young-Sik Kim

   Executive Vice President, Intelligent Network Service Unit      1961  

Weon-Kyung Kim

   Executive Vice President, GiGA Service Business Unit      1963  

June-Keun Kim

   Executive Vice President, Safety and Security Platform Business Unit      1966  

Hee-Su Kim

   Executive Vice President, KT Institute of Economics & Business Research      1962  

Kyeong-Weon Park

   Executive Vice President, Daegu Sales Headquarters      1963  

Dae-Su Park

   Executive Vice President, Business Relations Group      1963  

Sang-Hoon Park

   Executive Vice President, Gangbuk Network O&M Headquarters      1962  

Chang-Seok Seo

   Executive Vice President, Network Strategy Unit      1967  

Kyung-Min Song

   Executive Vice President, CEO Office      1963  

Jae-Ho Song

   Executive Vice President, Media Platform Business Unit      1966  

Hyun-Yok Sheen

   Executive Vice President, Corporate Management Group      1968  

Sang-Keun Ahn

   Executive Vice President, Southern Seoul Sales Headquarters      1962  

Kyung-Keun Yoon

   Executive Vice President, Financial Management Office      1963  

Hye-Jeong Yun

   Executive Vice President, Big Data Business Support Unit      1966  

Seung-Yong Lee

   Executive Vice President, Communication Business Relations Office      1964  

Hyeon-Seuk Lee

   Executive Vice President, Device Business Unit      1966  

Sang-Kwi Chang

   Executive Vice President, Legal Affairs Department 1      1968  

Yoon-Sik Jeong

   Executive Vice President, Enterprise Customer Business Unit      1964  

Young-Min Choi

   Executive Vice President, KT Group HR Development Academy      1961  

 

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In-Sik Kang

   Senior Vice President, Media Contents Department      1960  

Kyoung-Woo Ko

   Senior Vice President, Busan Network O&M Headquarters      1963  

Yoon-Jeon Koh

   Senior Vice President, External Training      1967  

Choong-Rim Ko

   Senior Vice President, Strategic Channel Business Unit      1967  

Ki-Yeon Kwak

   Senior Vice President, External Training      1971  

Kwang-Dong Kim

   Senior Vice President, Future Convergence Policy Department      1970  

Man-Sik Kim

   Senior Vice President, Communications Policy Department 1      1967  

Byung-Kyun Kim

   Senior Vice President, Device Development Department      1968  

Bong-Gyun Kim

   Senior Vice President, Biz Customer Business Unit      1972  

Bong-Ki Kim

   Senior Vice President, Security Design Task Force      1968  

Sung-In Kim

   Senior Vice President, Global Sales Unit      1969  

Young-Woo Kim

   Senior Vice President, Global Business Development Unit      1967  

Young-In Kim

   Senior Vice President, Network Strategy Department      1968  

Young-Jin Kim

   Senior Vice President, CEO Office Department 1      1967  

Young-Ho Kim

   Senior Vice President, Northern Seoul Sales Headquarters      1966  

Yi-Han Kim

   Senior Vice President, Enterprise Business Performing Unit      1966  

Jae-Kyung Kim

   Senior Vice President, Corporate Strategy Research Department      1971  

Jin-Koog Kim

   Senior Vice President, Group Relations Unit      1965  

Jin-Han Kim

   Senior Vice President, AI Tech Center      1963  

Chae-Hee Kim

   Senior Vice President, AI Business Unit      1974  

Cheol-Kee Kim

   Senior Vice President, Future Business Relations Office      1970  

Tae-Gyun Kim

   Senior Vice President, Honam Network O&M Headquarters      1971  

Hyeon-Soo Kim

   Senior Vice President, External Training      1966  

Hye-Joo Kim

   Senior Vice President, Big Data Business Planning Department      1970  

Hoon-Bae Kim

   Senior Vice President, New Media Business Center      1963  

Pyeong Ryu

   Senior Vice President, Small & Medium Business Customer Department      1966  

Sung-Uk Moon

   Senior Vice President, New Renewable Energy Business Department      1972  

Young-Il Moon

   Senior Vice President, Data & Information Security Unit      1966  

Hye-Byung Min

   Senior Vice President, Corporate Planning Department      1969  

Yong-Man Park

   Senior Vice President, Jeonbuk Sales Headquarters      1965  

Jeong-Jun Park

   Senior Vice President, Enterprise Customer Department 1      1967  

Jong-Ryeol Park

   Senior Vice President, SCM Strategy Office      1963  

Joon-Hyun Park

   Senior Vice President, Business Portfolio Department      1971  

Hyun-Jin Park

   Senior Vice President, 5G Service Business Unit      1968  

Hyo-Il Park

   Senior Vice President, CEO Office      1970  

Gyu-Tae Baek

   Senior Vice President, Service Laboratory      1959  

Kyung-Cheol Seo

   Senior Vice President, Chungbuk Sales Headquarters      1967  

Young-Soo Seo

   Senior Vice President, Chungcheong Network O&M Headquarters      1968  

Yeong-Il Seo

   Senior Vice President, Blockchain Biz Center      1969  

So-Hee Shin

   Senior Vice President, Global Sales Department 1      1968  

Chang-Yong Ahn

   Senior Vice President, Gangnam Network O&M Headquarters      1966  

Chi-Yong Ahn

   Senior Vice President, Sales Operating Business Unit      1966  

Yul-Mo Yang

   Senior Vice President, Media Public Relations Department 2      1967  

Jin-Ho Yang

   Senior Vice President, Legal Affairs Department 2      1973  

Gi-Seob Oh

   Senior Vice President, Jeonnam Sales Headquarters      1962  

Byung-Ki Oh

   Senior Vice President, Global Sales Department 2      1964  

Hun-Yong Oh

   Senior Vice President, Platform IT Service Unit      1966  

Kyung-Hwa Ok

   Senior Vice President, S/W Development Unit      1968  

Heung-Jae Won

   Senior Vice President, Customer Strategy Unit      1967  

Yong-Kyu Yoo

   Senior Vice President, Future Business Strategy Unit      1971  

Chang-Kyu Yoo

   Senior Vice President, Gangwon Sales Headquarters      1966  

Kang-Soo Lee

   Senior Vice President, Infra Service Unit      1967  

Mi-Hyang Lee

   Senior Vice President, Biz Incubation Center      1965  

Mi-Hee Lee

   Senior Vice President, IT Service Innovation Department      1970  

Sun-Woo Lee

   Senior Vice President, Infra Laboratory      1966  

Sun-Joo Lee

   Senior Vice President, Sustainability Management Unit      1969  

Sung-Man Lee

   Senior Vice President, IT Strategy & Planning Department      1965  

Su-Kil Lee

   Senior Vice President, Network Research Technology Support Unit      1968  

Yong-Gyoo Lee

   Senior Vice President, 5G Platform Development Unit      1965  

Won-Joon Lee

   Senior Vice President, Human Resources Office      1967  

Jin-Woo Lee

   Senior Vice President, Enterprise Service Unit      1966  

Chang-Geun Lee

   Senior Vice President, Public Customer Business Unit      1967  

 

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Chang-Ho Yi

   Senior Vice President, Transformation Unit      1972  

Han-Sup Lee

   Senior Vice President, Global Consulting/Service Delivery Unit      1966  

Jong-Taek Lim

   Senior Vice President, Management Support Office      1964  

Min Jang

   Senior Vice President, CEO Office Department 2      1968  

Dae-Jin Jang

   Senior Vice President, Group Contents Strategy Department      1971  

Jung-Soo Jung

   Senior Vice President, Busan Sales Headquarters      1966  

Chang-Hwan Cho

   Senior Vice President, Tax Department      1962  

Jung-Yong Ji

   Senior Vice President, Network O&M Unit      1968  

Keun-Ha Chin

   Senior Vice President, Ethics Department 1      1968  

Kang-Rim Choi

   Senior Vice President, Connected Car Biz Center      1974  

Chan-Ki Choi

   Senior Vice President, Chungnam Sales Headquarters      1966  

Ho-Chang Choi

   Senior Vice President, Group Communication Department      1971  

Sang-Hyun Han

   Senior Vice President, Enterprise Business Consulting Unit      1963  

Ja-Kyung Hahn

   Senior Vice President, Energy Intelligence Task Force      1971  

Yong-Sun Hae

   Senior Vice President, Western Seoul Sales Headquarters      1963  

Suk-Zoon Huh

   Senior Vice President, Marketing Strategy Department      1967  

Gyung-Pyo Hong

   Senior Vice President, Convergence Laboratory      1962  

Item 6.B.  Compensation

Compensation of Directors and Executive Officers

In 2018, the aggregate compensation paid and accrued to all directors and executive officers was approximately Won 37.2 billion and the aggregate amount set aside or accrued by us to provide pension and retirement benefits to such persons was Won 4.4 billion.

The compensation of our five most compensated directors and executive officers who received total annual compensation exceeding 500 million in 2018 was as follows:

 

Name

  

Position

   Total Compensation
in 2018
  

Composition of Total
Compensation

          (In millions of Won)

Chang-Gyu Hwang

   Chief Executive Officer    1,449    573 (salary); 868 (bonus); 9 (benefits)

Hyun Mo Ku

   President    709    375 (salary); 317 (bonus); 17 (benefits)

Heon Moon Lim*

   President    680    9 (salary); 312 (bonus); 2 (benefits) 357 (retirement allowance)

Seong-Mok Oh

   President    658    363 (salary); 286 (bonus); 9 (benefits)

Kyoung Lim Yun**

   Senior Executive Vice President    738    311 (salary); 417 (bonus); 11 (benefits)

 

 

*

Heon Moon Lim left the company on January 10, 2018.

 

**

Kyoung Lim Yun left the company on March 18, 2019.

The chairperson of our board of directors enters into an employment agreement on our behalf with our chief executive officer. The employment agreement sets certain management targets to be achieved by the chief executive officer as determined by the Evaluation and Compensation Committee each year, including a target for the amount of “EBITDA” to be achieved in each year. EBITDA is defined as earnings before interest, tax, depreciation and amortization. Other management targets include (i) short-term operational and strategic goals centered around key performance indices and (ii) increase on a long-term basis in shareholder value measured against performance of companies listed on KOSPI and the shares of our competitors. Failure to achieve certain thresholds below the targets will allow the board of directors to take actions with respect to the chief executive officer’s employment, including proposing at the shareholders’ meeting an early termination of his employment.

 

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In addition, the head of each of our functional departments, the president of each of our subsidiaries and the heads of each regional head office have entered into employment agreements with the chief executive officer that provide for similar management targets to be achieved by each of our departments, subsidiaries and regional head offices.

Item 6.C.  Board Practices

As of April 1, 2019, none of our standing or outside directors maintained directors’ service contracts with us or with any of our subsidiaries providing for benefits upon termination of employment.

Corporate Governance Committee

The Corporate Governance Committee is comprised of four outside directors and one standing director, Dae-You Kim, Jong-Gu Kim, Suk-Gwon Chang, Gang-Cheol Lee and In-Hoe Kim. The chairperson is Dae-You Kim. The committee is responsible for the review of matters with respect to our Corporate Governance Guidelines and our performance under such guidelines to monitor effectiveness of our corporate governance. The committee is also responsible for authorization of investigation and composition of a pool of internal and external chief executive officer candidates and selection of the chief executive officer candidates, who shall be further examined by the President Candidate Examination Committee, pursuant to the examination criteria determined by our board of directors. The committee members are elected by the board after the annual meeting, and the term of the committee members is one year.

President Candidate Examination Committee

The President Candidate Examination Committee is comprised of one standing director and all of our outside directors. No member of this committee shall become a candidate for the position of the chief executive officer during his or her term as a member of the committee. The committee’s duties include examining the chief executive officer candidates selected under the examination criteria determined by our board of directors, selecting the chief executive officer candidates pursuant to such criteria and reporting to the board of directors the outcome of the examination.

Outside Director Candidate Nominating Committee

The Outside Director Candidate Nominating Committee consists of one standing director and all of our outside directors, other than for election of an outside director resulting from the expiration of the term of the office, in which case such outside director whose term is expiring may not be a member of the committee. The committee’s duties include reviewing the qualifications of potential candidates and proposing nominees to serve as outside directors on our board of directors to the shareholders at the general shareholders’ meeting. The committee members’ terms expire immediately after the adjournment of the shareholders’ meeting where the outside directors are elected.

Evaluation and Compensation Committee

The Evaluation and Compensation Committee is currently comprised of four outside directors, Gae-Min Lee, Gang-Cheol Lee, Hee-Yol Yu, and Tae-Yoon Sung. The chairperson is Gae-Min Lee. The committee’s duties include prior review of the chief executive officer’s management goals, terms and conditions proposed for inclusion in the management contract of the chief executive officer, including, but not limited to, determining whether the chief executive officer has achieved the management goals, and the determination of compensation for the chief executive officer and the standing directors. The committee members are elected by the board after the closing of the annual meeting, and the term of the committee members is one year.

 

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Management Committee

The Management Committee is currently comprised of Chang-Gyu Hwang, Dong-Myun Lee and In-Hoe Kim. The chairperson is Chang-Gyu Hwang. The committee’s duties include the authorization of establishment and management of branch offices, the disposal and sale of stocks of our subsidiaries, which have a market value between 15 billion and 30 billion, provided that no change of control with respect to such subsidiary occurs as a result of such disposal or sale for stocks with market value of 10 billion or more, making investments and providing guarantees between 15 billion to 30 billion, the acquisition and disposal of real estate having market value between 15 billion to 30 billion, and the issuance of certain debt securities.

Related-Party Transactions Committee

The Related-Party Transactions Committee is currently comprised of four outside directors, Il Im, Gae-Min Lee, Hee-Yol Yu and Tae-Yoon Sung. The chairperson is Il Im. This committee’s duties include reviews of transactions between KT Corporation and its subsidiaries and ensures compliance with applicable antitrust laws. The committee members are elected by the board after the annual meeting, and the term of the committee members is one year.

Sustainability Management Committee

The Sustainability Management Committee is currently comprised of four outside directors and one standing director, Gang-Cheol Lee, Gae-Min Lee, Hee-Yol Yu, Tae-Yoon Sung and Dong-Myun Lee. The chairperson is Gang-Cheol Lee. The committee’s duties include reviews of sustainable management plans, the authorization of establishment of medium- and long-term sustainable management strategies, sustainable management results, regular reporting and risk management of sustainable management activities and charitable contributions between 100 million to 1 billion. The committee members are elected by the board after the annual meeting, and the term of the committee members is one year.

Audit Committee

Under the Commercial Code of Korea and our articles of incorporation, we are required to establish an audit committee comprised of three or more outside directors and at least two-thirds of the Audit Committee members are required to be outside directors. Audit Committee members must also meet the applicable independence criteria set forth under the rules and regulations of the Sarbanes-Oxley Act of 2002. The committee is currently comprised of Suk-Gwon Chang, Jong-Gu Kim, Dae-You Kim and Il Lim. The chairperson and the financial expert is Suk-Gwon Chang. Members of the committee are elected by our shareholders at the shareholders’ meeting. Our internal and external auditors report directly to the committee.

The duties of the committee include:

 

   

appointing independent auditors;

 

   

approving the appointment and recommending the dismissal of the internal auditor;

 

   

evaluating performance of independent auditors;

 

   

approving services to be provided by the independent auditors;

 

   

reviewing annual financial statements;

 

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reviewing audit results and reports;

 

   

reviewing and evaluating our system of internal controls and policies;

 

   

examining improprieties or suspected improprieties; and

 

   

on a quarterly basis, reviewing reports on internal controls for legal compliance, including with respect to cybersecurity laws.

In addition, regarding the shareholders’ meeting, the committee may examine the agenda, financial statement and other reports to be submitted by the board of directors at each shareholders’ meeting.

Item 6.D.  Employees

On a non-consolidated basis, we had 23,835 employees as of December 31, 2018, compared to 23,925 employees as of December 31, 2017 and 23,670 employees as of December 31, 2016.

Labor Relations

We consider our current relations with our work force to be good. However, in the past, we have experienced opposition from our labor union for our strategy of restructuring to improve our efficiency and profitability by disposing of non-core businesses and reducing our employee base.

As of December 31, 2018, about 77.6% of the employees of KT Corporation were members of the KT Trade Union. On behalf of its members, the union negotiates a collective bargaining agreement with us every two years, and our current collective bargaining agreement expires on October 9, 2019. The current collective bargaining agreement provides that even in the event of a strike, the minimum number of employees necessary to operate the telecommunications business must continue to work.

The union also negotiates its members’ wages with us every year. Under the Act of the Promotion of Worker’s Participation and Cooperation, our Employee-Employer Cooperation Committees, which are composed of representatives of management and labor for each business unit and regional office, meet quarterly to discuss employee grievances, working conditions and potential employee-initiated improvements in service or management.

The Trade Union and Labor Relations Adjustment Act (“Labor Act”) allow multiple labor unions to be formed within one company. Therefore, additional labor unions may be formed by our employees. Pursuant to such amendments, our employees formed a new labor union called “KT New Union” in July 2011. The Labor Act also requires such multiple unions to consolidate themselves into a single channel when negotiating with the company on behalf of their members and to enter into a single collective bargaining agreement with the company. As a result of the recent consolidation of labor unions, KT Trade Union was selected as the bargaining representative of the labor unions. Its term as the bargaining representative will last for two years from January 1, 2018.

Employee Stock Ownership and Benefits

We have an employee stock ownership association, which may purchase on behalf of its members up to 20.0% of any of our shares offered publicly in Korea. The employee stock ownership association owned 0.5% of our issued shares as of December 31, 2018.

In accordance with the National Pension Act of Korea, we contribute an amount equal to 4.5% of an employee’s standard monthly wages, and each employee contributes 4.5% of his or her standard

 

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monthly wages, into his or her personal pension account. Our employees, including executive officers as well as non-executive employees, are subject to a pension insurance system, under which we make monthly contributions to the pension accounts of the employees, and upon retirement, such employees are paid the pension amount due from their pension accounts. Prior to April 2011, our executive and non-executive employees were subject to a lump-sum severance payment system, under which they were entitled to receive a lump-sum severance payment upon termination of their employment, based on their length of service and salary level at the time of termination. Starting in April 2011, in accordance with the Korean Employee Retirement Income Security Act, we replaced such lump-sum severance payment system with our current pension insurance system in the form of a defined benefit plan, and also introduced a defined contribution plan in December 2012, with a total combined unfunded portion of approximately 1,691 billion as of December 31, 2018. Lump-sum severance amounts previously accrued prior to our adoption of the current pension insurance system continue to remain payable. We also provide a wide range of fringe benefits to our employees, including housing, housing loans, company-provided hospitals and schools, a company-sponsored pension program, an employee welfare fund, industrial disaster insurance, cultural and athletic facilities, physical education grants, meal allowances, medical examinations and training and resort centers. See “Item 5. Operating and Financial Review and Prospects—Item 5.A. Operating Results.”

Employee Training

The objective of our training program is to develop information technology specialists who are able to create value for our customers. In order to develop skills of our employees, we require 83 hours of training per year from most of our employees, using individually-tailored curriculums based on individual assessments. We also operate a Cyber Academy to provide online classes to our employees, as well as offer various foreign language classes to our employees. In addition, we provide tuition and living expense reimbursements to our high potential employees who pursue graduate programs in Korea and abroad, as well as provide financial assistance to those who pursue work-related professional licenses or participate in after-work study programs.

Item 6.E.  Share Ownership

Ordinary Shares

The persons who currently serve as our directors or executive officers held, as a group, 185,168 ordinary shares as of March 31, 2019, the most recent date for which this information is available. The table below shows the ownership of our ordinary shares by our directors and executive officers:

 

Shareholders

   Number of Ordinary
Shares Owned
 

Chang-Gyu Hwang

     39,074  

Seong-Mok Oh

     14,978  

Hyeon-Mo Ku

     10,507  

Dong-Myun Lee

     5,012  

Hong-Beom Jeon

     4,980  

Chang-Seok Seo

     4,700  

Pill-Jai Lee

     4,442  

In-Hoe Kim

     4,386  

Jae-Ho Song

     4,110  

Sang-Keun Ahn

     3,779  

Weon-Kyung Kim

     3,721  

Dae-Su Park

     3,666  

Jong-Ook Park

     3,436  

Yoon-Sik Jeong

     3,134  

Young-Ho Kim

     3,106  

Young-Myoung Kim

     3,105  

 

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Yoon-Young Park

     3,088  

Kyeong-Weon Park

     2,757  

Jong-Jin Yoon

     2,756  

Seung-Yong Lee

     2,685  

Young-Sik Kim

     2,521  

Soo-Jung Shin

     2,482  

Hyeon-Seuk Lee

     2,482  

Sang-Bong Nam

     2,472  

Hye-Jeong Yun

     2,362  

Gyung-Pyo Hong

     2,355  

Hee-Su Kim

     2,324  

Sun-Woo Lee

     2,259  

June-Keun Kim

     2,099  

Hyun-Yok Sheen

     2,099  

Sang-Kwi Chang

     2,093  

Byung-Sam Park

     2,006  

In-Sik Kang

     1,977  

Kyung-Keun Yoon

     1,710  

Young-Min Choi

     1,710  

Jong-Gu Kim

     1,694  

Suk-Gwon Chang

     1,694  

Sang-Hoon Park

     1,640  

Mi-Hyang Lee

     1,440  

Han-Sup Lee

     1,111  

Hoon-Bae Kim

     1,008  

So-Hee Shin

     1,002  

Man-Sik Kim

     998  

Gyu-Tae Baek

     988  

Kang-Soo Lee

     988  

Chang-Geun Lee

     988  

Sang-Hyun Han

     988  

Heung-Jae Won

     858  

Kyung-Min Song

     787  

Bong-Gyun Kim

     787  

Jong-Ryeol Park

     787  

Dae-Jin Jang

     748  

Chang-Hwan Cho

     722  

Yeong-Il Seo

     690  

Kwang-Dong Kim

     655  

Gae-Min Lee

     399  

Il Im

     399  

Kyoung-Woo Ko

     361  

Yi-Han Kim

     270  

Choong-Rim Ko

     262  

Byung-Ki Oh

     259  

Young-Soo Seo

     246  

Chang-Yong Ahn

     244  

Chan-Ki Choi

     239  

Mi-Hee Lee

     166  

Yong-Gyoo Lee

     162  

Jung-Soo Jung

     106  

Jae-Kyung Kim

     100  

Jung-Yong Ji

     98  

Hyo-Il Park

     61  

Chang-Ho Yi

     51  

Suk-Zoon Huh

     51  

Young-Woo Kim

     46  

Pyeong Ryu

     46  

Sung-Man Lee

     46  

Ja-Kyung Hahn

     46  

Byung-Kyun Kim

     36  

Young-In Kim

     36  

 

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Jin-Koog Kim

     36  

Chae-Hee Kim

     36  

Sung-Uk Moon

     36  

Yong-Man Park

     36  

Jeong-Jun Park

     36  

Kyung-Cheol Seo

     36  

Yong-Kyu Yoo

     36  

Chang-Kyu Yoo

     36  

Su-Kil Lee

     36  

Min Jang

     36  

Keun-Ha Chin

     36  

Kang-Rim Choi

     36  

Won-Joon Lee

     25  

Young-Jin Kim

     14  

Sun-Joo Lee

     10  

Yong-Sun Hae

     10  

Hyun-Jin Park

     1  
  

 

 

 

Total

     185,168  
  

 

 

 

Stock Options

We have not granted any stock options to our current directors and executive officers.

Item 7.  Major Shareholders and Related Party Transactions

Item 7.A.  Major Shareholders

The following table sets forth certain information relating to the shareholders of our ordinary shares as of December 31, 2018:

 

Shareholders

   Number of
Shares
     Percent of
Total
Shares Issued
 

National Pension Corporation

     31,823,426        12.19

NTT DoCoMo, Inc.

     14,257,813        5.46

Silchester International Investors LLP

     11,687,193        4.48

Employee stock ownership association

     1,188,070        0.46

Directors as a group

     77,603        0.03

Public

     186,110,663        71.28

KT Corporation (held in the form of treasury stock)

     15,967,040        6.12
  

 

 

    

 

 

 

Total issued shares

     261,111,808        100.00
  

 

 

    

 

 

 

Item 7.B.  Related Party Transactions

We have engaged in various transactions with our subsidiaries and affiliated companies. See Note 35 to the Consolidated Financial Statements. We have not issued any guarantees in favor of our consolidated subsidiaries.

Item 7.C.  Interests of Experts and Counsel

Not applicable.

Item 8.  Financial Information

Item 8.A.  Consolidated Statements and Other Financial Information

See “Item 18. Financial Statements” and pages F-1 through F-112.

 

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Legal Proceedings

In July 2012, the Fair Trade Commission issued to us an administrative fine of approximately 5 billion as well as certain corrective orders, after investigating certain pricing and subsidy practices of mobile service carriers and handset manufacturers. Samsung Electronics Co., Ltd., LG Electronics Co., Ltd., Pantech Curitel Co., Ltd., SK Telecom and LG U+ were also issued administrative fines as a result of the investigation. We filed for a stay of execution of the Fair Trade Commission’s decision, and in September 2012, the Seoul High Court granted a stay of execution with respect to the corrective order, and denied the stay of execution with respect to the administrative fine. We paid the entire fine in September 2012. In September 2012, we filed a lawsuit with the Seoul High Court against the Fair Trade Commission to appeal the administrative fine and the corrective order, and on February 6, 2014, the Seoul High Court ruled against us on our appeal. In February 2014, we filed another appeal with respect to the administrative fine with the Supreme Court of Korea and filed for a stay of execution with respect to the corrective order in March 2014, which was accepted and became effective in April 2014. The appeal is currently ongoing. The outcome of this case will not result in any fine in addition to the fine we already paid in September 2012.

In August 2014, the KCC imposed a fine of approximately 58 billion on SK Telecom, LG U+ and us (our fine being approximately 11 billion) for providing excessive subsidies to new subscribers. In December 2014, the KCC further imposed a fine of approximately 8 billion on each of SK Telecom, LG U+ and us for providing excessive handset subsidies. In March 2015, the KCC also imposed a combined fine of approximately 34 billion on SK Telecom, LG U+ and us (our fine being approximately 9 billion) for violation of regulations relating to handset sales, in connection with a used handset buyback program that we and the other telecommunications operators were promoting. On February 23, 2018, the KCC imposed a combined fine of approximately 50.6 billion on SK Telecom, LG U+ and us (our fine being approximately 12.5 billion) for violation of regulations relating to handset sales in case of wholesale, online sale, etc.

In 2009, we entered into a contract with Enspert, Co., Ltd.(“Enspert”), a consumer electronics manufacturer, to purchase approximately 200,000 tablet PCs. Due to defects with the tablet PCs, we cancelled our contract and the outstanding order for approximately 170,000 tablet PCs, for which we would have paid approximately 51 billion. In June 2014, the Korea Fair Trade Commission imposed a fine of approximately 2 billion on us, finding that we cancelled our contract with Enspert without cause. We appealed such decision but the decision was confirmed by the Seoul High Court and the Supreme Court in May 2016 and September 2016, respectively. In April 2017, Enspert filed a lawsuit against us at the Seoul Central Court, alleging damages of approximately 94 billion caused by our cancellation of the contract between Enspert and us for the tablet PCs and specifying a claim amount of 47 billion. The case is currently pending at the Seoul Central Court, and we intend to vigorously defend against such lawsuit.

In April 2019, the Korea Fair Trade Commission determined that we, LG U+, SK Broadband and Sejong Telecom colluded in numerous biddings held by public institutions, including the Public Procurement Service and the Korea Racing Authority, between April 2015 to June 2017 for the engagement of telecommunications companies to provide dedicated fixed-line services, in violation of the Monopoly Regulation and Fair Trade Act, and issued an order to cease and desist, imposed a fine of 5.7 billion on us and filed a criminal complaint against us. These public institutions may also restrict us from bidding on their projects in the future.

For a description of our additional legal proceedings, see “Item 3. Key Information—Item 3.D. Risk Factors—The legal cases against Mr. Suk-chae Lee, a former chief executive officer, and other former executive officers or directors—and related adverse publicity—could have a material adverse effect on our business, reputation and stock price” and “Item 3. Key Information—Item 3.D. Risk

 

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Factors—Our charitable or political donations, employment of certain individuals and engagement of an advertising agency connected to a scandal involving Ms. Soon-sil Choi, a confidante of former President Geun-hye Park, and other incidents and allegations could have a material adverse effect on our business, reputation and stock price.”

As of December 31, 2018, we have established provisions relating to litigation proceedings of 59 billion. See Note 17 to the Consolidated Financial Statements. While we are unable to predict the ultimate disposition of these claims, in the opinion of our management, the ultimate disposition of these claims will not have a material adverse effect on our business, financial condition and results of operations.

Dividends

The table below sets out the annual dividends declared on the outstanding ordinary shares to shareholders of record on December 31 of the years indicated and the interim dividends declared on the outstanding ordinary shares to shareholders of record on June 30 of the years indicated:

 

Year

   Annual Dividend per
Ordinary Share
     Interim Dividend per
Ordinary Share
     Average Total
Dividend per Ordinary
Share
 
     (In Won)      (In Won)      (In Won)  

2014

   0             0  

2015

     500               500  

2016

     800               800  

2017

     1,000               1,000  

2018

     1,100               1,100  

If sufficient profits are available, the board of directors may propose annual dividends on the outstanding ordinary shares, which our shareholders must approve by a resolution at the ordinary general meeting of shareholders. This meeting is generally held in March of the following year and if our shareholders at such ordinary general meeting of shareholders approve the annual dividend, we must pay such dividend within one month following the date of such resolution. Typically, we pay such dividends shortly after the meeting. The declaration of annual dividends is subject to the vote of our shareholders, and consequently, there can be no assurance as to the amount of dividends per ordinary share or that any such dividends will be declared. Interim dividends paid in cash can be declared by a resolution of the board of directors. See “Item 10. Additional Information—Item 10.B. Memorandum and Articles of Association—Dividends” and “Item 12. Description of Securities Other than Equity Securities—Item 12.D. American Depositary Shares.”

The Commercial Code provides that shares of a company of the same class must receive equal treatment. However, major shareholders may consent to receive dividend distributions at a lesser rate than minor shareholders.

Any cash dividends relating to the shares held in the form of ADSs will be paid to the depositary bank in Won. The deposit agreement provides that, except in certain circumstances, cash dividends received by the depositary bank will be converted by the depositary bank into Dollars and distributed to the holders of the ADRs, less withholding tax, other governmental charges and the depositary bank’s fees and expenses. See “Item 12. Description of Securities Other than Equity Securities—Item 12.D. American Depositary Shares.”

Item 8.B.  Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.

 

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Item 9.  The Offer and Listing

Item 9.A.  Offer and Listing Details

Market Price Information

Ordinary Shares

Our shares were listed on the KRX KOSPI Market on December 23, 1998 under the securities identification code “030200.”

ADSs

The outstanding ADSs, each of which represents one-half of one share of our ordinary share, have been traded on the New York Stock Exchange under the ticker symbol “KT” since May 25, 1999.

Item 9.B.  Plan of Distribution

Not applicable.

Item 9.C.  Markets

Please refer to “Item 9.A. Offering and Listing Details.”

Item 9.D.  Selling Shareholders

Not applicable.

Item 9.E.  Dilution

Not applicable.

Item 9.F.  Expenses of the Issuer

Not applicable.

Item 10.  Additional Information

Item 10.A.  Share Capital

Currently, our authorized share capital is 1,000,000,000 shares, which consists of ordinary shares, par value 5,000 per share (“Ordinary Shares”) and shares of non-voting preferred stock, par value 5,000 per share (“Non-Voting Shares”). Ordinary Shares and Non-Voting Shares together are referred to as “Shares.” Under our articles of incorporation, we are authorized to issue Non-Voting Shares up to one-fourth of our total issued share capital. As of December 31, 2018, 261,111,808 Ordinary Shares were issued, of which 15,967,040 shares were held by the treasury stock fund or us as treasury shares. We have never issued any Non-Voting Shares. All of the issued Ordinary Shares are fully-paid and non-assessable and are in registered form. We issue share certificates in denominations of 1, 5, 10, 50, 100, 500, 1,000 and 10,000 shares.

Item 10.B.  Memorandum and Articles of Association

Under Article 2 of our articles of incorporation, the primary purpose of KT Corporation is to engage in, including but not limited to, the integrated telecommunications business, the new media and

 

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internet multimedia broadcasting business, the development and sale of media contents and software, the sale of telecommunications devices, the testing and inspection of telecommunications equipment and the telemarketing business. This section provides information relating to our share capital, including brief summaries of material provisions of our articles of incorporation, the FSCMA, the Commercial Code and related laws of Korea, all as currently in effect. The following summaries are subject to, and are qualified in their entirety by reference to, our articles of incorporation and the applicable provisions of the FSCMA and the Commercial Code. We have filed a copy of our articles of incorporation as an exhibit to registration statements under the Securities Act or annual reports under the Securities Exchange Act previously filed by us.

Directors

A director is prohibited from voting on a proposal, arrangement or contract in which the director has an interest. Director compensation is determined based on the standards and methods of compensation as determined by the board of directors and reviewed by the Compensation Committee, which consists of four independent directors, and approved by the board of directors in accordance with our articles of incorporation. See “Item 6.B. Compensation—Compensation of Directors.” Directors appointed at the general shareholders meeting may not be beneficiaries nor participants of the employee welfare fund, which includes borrowings. There is no explicit age limit relating to a director’s retirement or non-retirement, and there is no number of shares required for purposes of determining a director’s qualifications.

Dividends

We distribute dividends to our shareholders in proportion to the number of shares owned by each shareholder. No dividends are distributed with respect to shares held by us or our treasury stock fund. The Ordinary Shares represented by the ADSs have the same dividend rights as other outstanding Ordinary Shares.

Holders of Non-Voting Shares are entitled to receive dividends in priority to the holders of Ordinary Shares in an amount of not less than 9% of the par value of the Non-Voting Shares as determined by the board of directors at the time of their issuance, provided that if the dividends on the Ordinary Shares exceed those on the Non-Voting Shares, the Non-Voting Shares will also participate in the distribution of such excess dividend amount in the same proportion as the Ordinary Shares. If the amount available for dividends is less than the aggregate amount of such minimum dividend, the holders of Non-Voting Shares will be entitled to receive such accumulated unpaid dividend in priority to the holders of Ordinary Shares from the dividends payable in respect of the next fiscal year.

We declare dividends annually at the annual general meeting of shareholders which is held within three months after the end of the fiscal year. We pay the annual dividend shortly after the annual general meeting to the shareholders of record as of the end of the preceding fiscal year. We may distribute the annual dividend in cash or in Shares. However, a dividend of Shares must be distributed at par value. If the market price of the Shares is less than their par value, dividends in Shares may not exceed one-half of the annual dividend. We may pay interim dividends in cash once a year to shareholders or registered pledgees who are registered in the registry of shareholders as of June 30 of each fiscal year by a resolution of the board of directors. We have no obligation to pay any annual dividend unclaimed for five years from the payment date.

Under the Commercial Code, we may pay our dividend only out of the excess of our net assets, on a non-consolidated basis, over the sum of (1) our stated capital and (2) the total amount of our capital surplus reserve and earned surplus reserve (the “Legal Reserve”) accumulated up to the end of the relevant dividend period. In addition, we may not pay any dividend unless we have set aside

 

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as earned surplus reserve an amount equal to at least 10% of the cash portion of the dividend or unless we have accumulated an earned surplus reserve of not less than one-half of our stated capital. We may not use the Legal Reserve to pay cash dividends but may transfer amounts from the Legal Reserve to share capital or use the Legal Reserve to reduce an accumulated deficit.

Distribution of Free Shares

In addition to paying dividends in Shares out of our retained or current earnings, we may also distribute to our shareholders an amount transferred from the Legal Reserve to our stated capital in the form of free shares. We must distribute such free shares to all our shareholders in proportion to their existing shareholdings.

Preemptive Rights and Issuance of Additional Shares

We may issue authorized but unissued shares at times and, unless otherwise provided in the Commercial Code, on terms our board of directors may determine. Subject to the limitation described in “Limitation on Shareholdings” below, all our shareholders are generally entitled to subscribe for any newly issued Shares in proportion to their existing shareholdings. We must offer new Shares on uniform terms to all shareholders who have preemptive rights and are listed on our shareholders’ register as of the relevant record date. Under the Commercial Code, we may vary, without shareholders’ approval, the terms of these preemptive rights for different classes of shares. We must give notice to all persons who are entitled to exercise preemptive rights regarding new Shares and their transferability at least two weeks before the relevant record date. Our board of directors may determine how to distribute Shares for which preemptive rights have not been exercised or where fractions of Shares occur.

Under the Commercial Code, it is required that the new Shares, convertible bonds or bonds with warrants be issued to persons other than the existing shareholders solely for the purpose of achieving managerial objectives. Under our articles of incorporation, we may issue new Shares pursuant to a board resolution to persons other than existing shareholders, who in these circumstances will not have preemptive rights, if the new Shares are:

 

   

publicly offered pursuant to Articles 4 and 119 of the FSCMA;

 

   

issued to members of our employee stock ownership association;

 

   

represented by depositary receipts;

 

   

issued upon exercise of stock options granted to our officers and employees;

 

   

issued through an offering to public investors pursuant to Article 165-6 of the FSCMA, the amount of which is no more than 10% of the issued Shares;

 

   

issued in order to satisfy specific needs such as strategic alliance, inducement of foreign funds or new technology, improvement of financial structure or other capital raising requirement; or

 

   

issued to domestic or foreign financial institutions when necessary for raising funds in emergency cases.

In addition, we may issue convertible bonds or bonds with warrants, each up to an aggregate principal amount of 2,000 billion, to persons other than existing shareholders in the situations described above.

 

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Members of our employee stock ownership association, whether or not they are our shareholders, generally have a preemptive right to subscribe for up to 20.0% of the Shares publicly offered pursuant to the FSCMA. This right is exercisable only to the extent that the total number of Shares so acquired and held by members of our employee stock ownership association does not then exceed 20.0% of the total number of Shares then issued (including in such total both: (i) all issued and outstanding Shares at the time the preemptive rights are exercised; and (ii) all Shares to be newly issued in the applicable share issuance transaction in connection with which such preemptive rights are exercised). As of December 31, 2018, 0.5% of the issued Shares were held by members of our employee stock ownership association.

Limitations on Shareholding

The Telecommunications Business Act permits maximum aggregate foreign shareholding in us to be 49.0% of our total issued and outstanding Shares with voting rights (including equivalent securities with voting rights, e.g., depositary certificates and certain other equity interests). For the purposes of the foregoing, a shareholder is a “foreign shareholder” if such shareholder is: (1) a foreign person; (2) a foreign government; or (3) a company whose largest shareholder is a foreign person (including any “specially related persons” as determined under the FSCMA) or a foreign government, in circumstances where (i) such foreign person or foreign government holds, in aggregate, 15.0% or more of such company’s total voting shares, and (ii) such company holds at least 1.0% of our total issued and outstanding Shares with voting rights. For the avoidance of doubt, both of conditions (i) and (ii) in the foregoing item (3) must exist for such a company to be counted as a “foreign shareholder” for the purposes of calculating whether the 49.0% foreign shareholding threshold is reached under the Telecommunications Business Act. In addition, the Telecommunications Business Act prohibits a foreign shareholder from being our largest shareholder if such shareholder owns 5.0% or more of our Shares with voting rights. For the purposes of this restriction, any two or more foreign persons or foreign governments who enter into an agreement to act in concert in the exercise of their voting rights will be counted together and prohibited from becoming our largest shareholder in the event that they collectively hold 5.0% or more of our Shares. For the purposes of this restriction under the Foreign Investment Promotion Act, a “foreign shareholder” is defined in the same manner as described above with respect to the foreign shareholding restriction under the Telecommunications Business Act, provided, however, that no exception is made under the Foreign Investment Promotion Act regulations for companies that own less than 1.0% of our Shares (see item (3)(ii) above in this paragraph). A foreigner who has acquired the Shares in excess of such ceiling described above may not exercise its voting rights for shares in excess of such limitation, and the MSIT may require corrective measures to comply with the ownership restrictions.

General Meeting of Shareholders

We hold the annual general meeting of shareholders within three months after the end of each fiscal year. Subject to a board resolution or court approval, we may hold an extraordinary general meeting of shareholders:

 

   

as necessary;

 

   

at the request of shareholders of an aggregate of 3.0% or more of our issued Ordinary Shares;

 

   

at the request of shareholders holding an aggregate of 1.5% or more of our issued Shares for at least six months; or

 

   

at the request of our Audit Committee.

 

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We must give shareholders written notice setting out the date, place and agenda of the meeting at least two weeks before the date of the general meeting of shareholders. However, for holders of less than 1.0% of the total number of issued and outstanding Ordinary Shares, we may give notice by placing at least two public notices in at least two daily newspapers at least two weeks in advance of the meeting. Currently, we use Seoul Shinmun, Maeil Business Newspaper and The Korea Economic Daily published in Seoul for this purpose. Shareholders not on the shareholders’ register as of the record date are not entitled to receive notice of the general meeting of shareholders or attend or vote at the meeting. Holders of Non-Voting Shares are not entitled to receive notice of general meetings of shareholders, but may attend such meetings.

Our general meetings of shareholders are held at our office in Seoul, or if necessary, may be held elsewhere.

Voting Rights

Holders of our Ordinary Shares are entitled to one vote for each Ordinary Share, except that voting rights of Ordinary Shares held by us, or by a corporate shareholder that is more than 10.0% owned by us either directly or indirectly, may not be exercised. The Commercial Code permits cumulative voting, under which voting method each shareholder has multiple voting rights corresponding to the number of directors to be appointed in the voting and may exercise all voting rights cumulatively to elect one director. Our articles of incorporation permit cumulative voting at our shareholders’ meeting. Under the Commercial Code of Korea, any shareholder holding shares equivalent to not less than 1/100 of the total number of shares issued may apply to us for selecting and appointing such directors by cumulative voting.

Our shareholders may adopt resolutions at a general meeting by an affirmative majority vote of the voting shares present or represented at the meeting, where the affirmative votes also represent at least one-fourth of our total voting shares then outstanding. However, under the Commercial Code and our articles of incorporation, the following matters, among others, require approval by the holders of at least two-thirds of the voting shares present or represented at a meeting, where the affirmative votes also represent at least one-third of our total voting shares then outstanding:

 

   

amending our articles of incorporation;

 

   

removing a director;

 

   

reduction of our share capital;

 

   

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 our acquisition of a part of the business of any other company which will significantly affect our business; or

 

   

issuing any new Shares at a price lower than their par value.

In general, holders of Non-Voting Shares are not entitled to vote on any resolution or receive notice of any general meeting of shareholders. However, in the case of amendments to our articles of incorporation, any merger or consolidation of us, or in some other cases that affect the rights or interests of the Non-Voting Shares, approval of the holders of Non-Voting Shares is required. We may obtain such approval by a resolution of holders of at least two-thirds of the Non-Voting Shares present or represented at a class meeting of the holders of Non-Voting Shares, where the affirmative votes also represent at least one-third of our total outstanding Non-Voting Shares.

 

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Shareholders may exercise their voting rights by proxy. The proxy must present a document evidencing an appropriate power of attorney prior to the start of the general meeting of shareholders. Additionally, shareholders may exercise their voting rights in absentia by submission of signed write-in voting forms. To make it possible for our shareholders to proceed with voting on a write-in basis, we are required to attach the appropriate write-in voting form and related informational material to the notices distributed to shareholders for convening the relevant general meeting of shareholders. Any of our shareholders who desire to vote on such write-in basis must submit their completed and signed write-in voting forms to us no later than one day prior to the date that the relevant general meeting of shareholders is convened.

Holders of ADRs exercise their voting rights through the ADR depositary, an agent of which is the record holder of the underlying Ordinary Shares. Subject to the provisions of the deposit agreement, ADR holders are entitled to instruct the ADR depositary how to vote the Ordinary Shares underlying their ADSs.

Appraisal Rights of Dissenting Shareholders

In some limited circumstances, including the transfer of the whole or any significant part of our business and our merger or consolidation with another company, dissenting shareholders have the right to require us to purchase their Shares. To exercise this right, shareholders must submit to us a written notice of their intention to dissent before the general meeting of shareholders. Within 20 days after the relevant resolution is passed at a meeting, the dissenting shareholders must request us in writing to purchase their Shares. We are obligated to purchase the Shares of dissenting shareholders within one month after the expiration of the 20-day period. The purchase price for the Shares is required to be determined through negotiation between the dissenting shareholders and us. If we cannot agree on a price through negotiation, the purchase price will be the average of (1) the weighted average of the daily Share prices on the KRX KOSPI Market for the two-month period before the date of the adoption of the relevant board resolution, (2) the weighted average of the daily Share price on the KRX KOSPI Market for the one month period before the date of the adoption of the relevant board resolution and (3) the weighted average of the daily Share price on the KRX KOSPI Market for the one week period before the date of the adoption of the relevant board resolution. However, if we or any of the dissenting shareholders do not accept the purchase price calculated using the above method, the rejecting party may request the court to determine the purchase price. Holders of ADSs will not be able to exercise appraisal rights unless they have withdrawn the underlying ordinary shares and become our direct shareholders.

Register of Shareholders and Record Dates

Our transfer agent, Kookmin Bank, maintains the register of our shareholders at its office in Seoul, Korea. Our transfer agent currently effects transfers of Shares on the register of shareholders upon the presentation of the Share certificates and will, starting from September 16, 2019, effect transfers of Shares on the register of shareholders only upon the electronic registration of such transfers pursuant to the Act on Electronic Registration of Stocks, Bonds, Etc. of Korea (the “Electronic Registration Act”).

The record date for annual dividends is December 31. For the purpose of determining the shareholders entitled to annual dividends, the register of shareholders may be closed for the period from the day after the record date to January 31 of the following year. Further, for the purpose of determining the shareholders entitled to some other rights pertaining to the Shares, we may, on at least two weeks’ public notice, set a record date and/or close the register of shareholders for not more than three months. The trading of Shares and the delivery of share certificates may continue while the register of shareholders is closed.

 

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Annual Reports

At least one week before the annual general meeting of shareholders, we must make our annual report and audited consolidated financial statements available for inspection at our principal office and at all of our branch offices. In addition, copies of annual reports, the audited consolidated financial statements and any resolutions adopted at the general meeting of shareholders will be available to our shareholders.

Under the FSCMA, we must file with the Financial Services Commission and the KRX KOSPI Market (1) an annual report within 90 days after the end of our fiscal year and (2) interim reports with respect to the three month period, six month period and nine month period from the beginning of each fiscal year within 45 calendar days following the end of each period. Copies of these reports are or will be available for public inspection at the Financial Services Commission and the KRX KOSPI Market.

Transfer of Shares

Under the Commercial Code, the transfer of Shares is currently effected by the delivery of share certificates and will, starting from September 16, 2019, only be effected by the electronic registration of such transfers pursuant to the Electronic Registration Act, under which the electronic registration of stocks, bonds and transfers thereof will be required. To assert shareholders’ rights against us, the transferee must have his name and address registered on our register of shareholders. For this purpose, a shareholder is required to file his name, address and seal with our transfer agent. A non-Korean shareholder may file a specimen signature in place of a seal, unless he is a citizen of a country with a sealing system similar to that of Korea. In addition, a non-resident shareholder must appoint an agent authorized to receive notices on his behalf in Korea and file a mailing address in Korea. The above requirements do not apply to the holders of ADSs.

Under current Korean regulations, Korean securities companies and banks, including licensed branches of non-Korean securities companies and banks, investment management companies, futures trading companies, internationally recognized foreign custodians and the Korea Securities Depository may act as agents and provide related services for foreign shareholders. Certain foreign exchange controls and securities regulations apply to the transfer of Shares by non-residents or non-Koreans. See “Item 10. Additional Information—Item 10.D. Exchange Controls.”

Our transfer agent is Kookmin Bank, located at 26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul, Korea.

Acquisition of Shares by Us

Under the Commercial Code, we may acquire our own Shares by (i) purchasing on the KRX KOSPI Market, or (ii) purchasing from shareholders on a pro rata basis in accordance with the number of shares held by each shareholder. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year. Moreover, we must acquire our own Shares from dissenting shareholders who exercise their appraisal rights.

Under the FSCMA, we may acquire Shares only by (i) purchasing on the KRX KOSPI Market, (ii) purchasing from shareholders on a pro rata basis in accordance with the number of shares held by each shareholder, or (iii) receiving Shares returned to us upon the cancellation or termination of a trust agreement with a trustee who acquired the Shares by either of the methods indicated above. The aggregate purchase price for the Shares may not exceed the total amount available for distribution of dividends at the end of the preceding fiscal year.

 

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In general, corporate entities in which we own a 50.0% or more equity interest may not acquire our Shares.

As of December 31, 2018, there were 15,967,040 treasury shares including shares held by our treasury stock fund.

Liquidation Rights

In the event of our liquidation, after payment of all debts, liquidation expenses and taxes, our remaining assets will be distributed among shareholders in proportion to their shareholdings. Holders of Non-Voting Shares have no preference in liquidation.

Item 10.C.  Material Contracts

None.

Item 10.D.  Exchange Controls

General

The Foreign Exchange Transaction Act and the Presidential Decree and regulations under that Act and Decree (collectively the “Foreign Exchange Transaction Laws”) regulate investment in Korean securities by non-residents and issuance of securities outside Korea by Korean companies. Under the Foreign Exchange Transaction Laws, non-residents may invest in Korean securities only in compliance with the provisions of, and to the extent specifically allowed by, these laws or otherwise permitted by the MOEF. The Financial Services Commission has also adopted, pursuant to its authority under the FSCMA, regulations that control investment by foreigners in Korean securities and regulate the issuance of securities outside Korea by Korean companies.

Under the Foreign Exchange Transaction Laws, if the Government deems that certain emergency circumstances, including, but not limited to, the outbreak of natural calamities, wars or grave and sudden changes in domestic or foreign economies, are likely to occur, the MOEF may temporarily suspend the transactions where Foreign Exchange Transaction Laws are applicable, or impose an obligation to deposit or sell capital to certain Korean governmental agencies or financial institutions. In addition, if the Government deems that it is confronted or is likely to be confronted with serious difficulty in movement of capital between Korea and abroad which will bring serious obstacles in carrying out its currency policies, exchange rate policies and other macroeconomic policies, the MOEF may take measures to require any person who performs transactions to deposit such capital to certain Korean governmental agencies or financial institutions.

Government Review of Issuance of ADSs

In order for us to issue shares represented by ADSs, we are required to file a prior report of the issuance with the MOEF if our securities and borrowings denominated in foreign currencies issued during the one-year period preceding such filing date exceed US$30 million in aggregate. No further Korean governmental approval is necessary for the initial offering and issuance of the ADSs.

Under current Korean laws and regulations, the depositary bank is required to obtain our prior consent for the number of shares to be deposited in any given proposed deposit which exceeds the difference between (1) the aggregate number of shares deposited by us or with the consent of 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 these ADSs) and (2) the number of shares

 

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on deposit with the depositary bank at the time of such proposed deposit. We can give no assurance that we would grant our consent, if our consent is required. Therefore, a holder of ADRs who surrenders ADRs and withdraws shares may not be permitted subsequently to deposit those shares and obtain ADRs.

Reporting Requirements for Holders of Substantial Interests

Any person whose direct or beneficial ownership of shares, whether in the form of shares or ADSs, certificates representing the rights to subscribe for Shares and equity-related debt securities including convertible bonds and bonds with warrants (collectively, the “Equity Securities”) together with the Equity Securities beneficially owned by certain related persons or by any person acting in concert with the person accounts for 5.0% or more of the total issued Equity Securities is required to report the status of the holdings to the Financial Services Commission and the KRX KOSPI Market within five business days after reaching the 5.0% ownership interest. In addition, any change in the ownership interest subsequent to the report which equals or exceeds 1.0% of the total issued Equity Securities is required to be reported to the Financial Services Commission and the KRX KOSPI Market within five business days from the date of the change. The required information to be included in the 5.0% report may be different if the acquisition of such shareholding interest is for the purpose of exercising influence over the management, as opposed to an acquisition for investment purposes. Any person reporting the holding of 5.0% or more of the total issued Equity Securities and any person reporting the change in the ownership interest which equals or exceeds 1.0% of the total issued Equity Securities pursuant to the requirements described above must also deliver a copy of such reports to us.

Violation of these reporting requirements may subject a person to criminal sanctions such as fines or imprisonment and may result in a loss of voting rights with respect to the unreported ownership of Equity Securities exceeding 5.0%. Furthermore, the Financial Services Commission may issue an order to dispose of non-reported Equity Securities.

Restrictions Applicable to ADSs

No Korean governmental approval is necessary for the sale and purchase of ADSs in the secondary market outside Korea or for the withdrawal of shares underlying ADSs and the delivery inside Korea of shares in connection with the withdrawal, provided that a foreigner who intends to acquire the shares must obtain an investment registration certificate from the Financial Supervisory Service as described below. In general, the acquisition of the shares by a foreigner must be reported by the foreigner or his standing proxy in Korea immediately to the Governor of the Financial Supervisory Service; provided, however, that in cases where a foreigner acquires shares through the exercise of rights as a holder of ADSs (or other depositary certificates), the foreigner must cause such report to the Governor of the Financial Supervisory Service to be filed by the Korea Securities Depository.

Persons who have acquired shares as a result of the withdrawal of shares underlying the ADSs may exercise their preemptive rights for new shares, participate in free distributions and receive dividends on shares without any further governmental approval.

Restrictions Applicable to Shares

As a result of amendments to the Foreign Exchange Transaction Laws and Financial Services Commission regulations adopted in connection with the stock market opening from January 1992, which we refer to collectively as the Investment Rules, foreigners may invest, with limited exceptions and subject to procedural requirements, in all shares of Korean companies, whether listed on the KRX KOSPI Market or the KRX KOSDAQ Market, unless prohibited by specific laws. Foreign investors may

 

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trade shares listed on the KRX KOSPI Market or the KRX KOSDAQ Market only through the KRX KOSPI Market or the KRX KOSDAQ Market, except in limited circumstances, including:

 

   

odd-lot trading of shares;

 

   

acquisition of shares (“Converted Shares”) by exercise of warrant, conversion right under convertible bonds or withdrawal right under depositary receipts issued outside of Korea by a Korean company;

 

   

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;

 

   

shares acquired by foreign direct investment as defined in the Foreign Investment Promotion Act;

 

   

disposal of shares pursuant to the exercise of appraisal rights of dissenting shareholders;

 

   

disposal of shares in connection with a tender offer;

 

   

acquisition of shares by a foreign depositary in connection with the issuance of depositary receipts;

 

   

acquisition and disposal of shares through overseas stock exchange market if such shares are simultaneously listed on the KRX KOSPI Market or the KRX KOSDAQ Market and such overseas stock exchange;

 

   

acquisition and disposal of shares through alternative trading systems (ATS);

 

   

arm’s length transactions between foreigners, if all of such foreigners belong to an investment group managed by the same person.

For over-the-counter transactions of shares between foreigners outside the KRX KOSPI Market or the KRX KOSDAQ Market for shares with respect to which the limit on aggregate foreign ownership has been reached or exceeded, an investment broker licensed in Korea must act as an intermediary. Odd-lot trading of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market must involve a licensed investment trader in Korea as the other party. Foreign investors are prohibited from engaging in margin transactions through borrowing shares from a securities company with respect to shares which are subject to a foreign ownership limit.

The Investment Rules require a foreign investor who wishes to invest in shares on the KRX KOSPI Market or the KRX KOSDAQ Market (including Converted Shares) to register its identity with the Financial Supervisory Service prior to making any such investment; however, the registration requirement does not apply to foreign investors who acquire Converted Shares with the intention of selling such Converted Shares within three months from the date of acquisition of the Converted Shares or who acquire the shares in an over-the-counter transaction or dispose of shares where such acquisition or disposal is a foreign direct investment as defined in the Foreign Investment Promotion Act. Upon registration, the Financial Supervisory Service will issue to the foreign investor an

 

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investment registration certificate that must be presented each time the foreign investor opens a brokerage account with a financial investment business entity. Foreigners eligible to obtain an investment registration certificate include foreign nationals who are individuals residing abroad for more than six months, foreign governments, foreign municipal authorities, foreign public institutions, corporations incorporated under foreign laws, international organizations, funds and associations as defined under the FSCMA. All Korean offices of a foreign corporation as a group are treated as a separate entity from the offices of the corporation outside Korea. However, a foreign corporation or depositary bank issuing depositary receipts may obtain one or more investment registration certificates in its name in certain circumstances as described in the relevant regulations.

Upon a foreign investor’s purchase of shares through the KRX KOSPI Market or the KRX KOSDAQ Market, no separate report by the investor is required because the investment registration certificate system is designed to control and oversee foreign investment through a computer system. However, a foreign investor’s acquisition or sale of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market (as discussed above) must be reported by the foreign investor or his standing proxy to the Governor of the Financial Supervisory Service at the time of each such acquisition or sale; provided, however, that in cases where a foreigner acquires shares through the exercise of rights as a holder of ADSs (or other depositary certificates), the foreigner must cause such report to the Governor of the Financial Supervisory Service to be filed by the Korea Securities Depository; and further provided that a foreign investor must ensure that any acquisition or sale by it of shares outside the KRX KOSPI Market or the KRX KOSDAQ Market in the case of trades in connection with a tender offer, odd-lot trading of shares or trades of a class of shares for which the aggregate foreign ownership limit has been reached or exceeded, is reported to the Governor of the Financial Supervisory Service by the investment trader, the investment broker, the Korea Securities Depository or the financial securities company engaged to facilitate such transaction. A foreign investor may appoint one or more standing proxies from among the Korea Securities Depository, foreign exchange banks, including domestic branches of foreign banks, investment traders, investment brokers, the Korea Securities Depository, financial securities companies and internationally recognized custodians that satisfy all relevant requirements under the FSCMA.

Certificates evidencing shares of Korean companies must be kept in custody with an eligible custodian in Korea. Only the Korea Securities Depository, foreign exchange banks including domestic branches of foreign banks, investment traders, investment brokers, collective investment business entities and internationally recognized custodians satisfying the relevant requirements under the FSCMA are eligible to act as a custodian of shares for a non-resident or foreign investor. A foreign investor must ensure that his custodian deposits its shares with the Korea Securities Depository. However, a foreign investor may be exempted from complying with this deposit requirement with the approval of the Governor of the Financial Supervisory Service in circumstances where compliance with that requirement is made impracticable, including cases where compliance would contravene the laws of the home country of such foreign investor.

Under the Investment Rules, with certain exceptions, foreign investors may acquire shares of a Korean company without being subject to any foreign investment ceiling. As one such exception, designated public corporations are subject to a 40.0% ceiling on the acquisition of shares by foreigners in the aggregate and a ceiling on the acquisition of shares by a single foreign investor pursuant to the articles of incorporation of such corporation. Currently, Korea Electric Power Corporation is the only designated public corporation which has set such a ceiling. Furthermore, an investment by a foreign investor of not less than 10.0% of the issued shares with voting rights of a Korean company is defined as a direct foreign investment under the Foreign Investment Promotion Act, which is, in general, subject to the report to, and acceptance, by the Ministry of Trade Industry & Energy. The acquisition of shares of a Korean company by a foreign investor may also be subject to certain foreign shareholding restrictions in the event that the restrictions are prescribed in each specific law which regulates the

 

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business of the Korean company. A foreigner who has acquired our ordinary shares in excess of this ceiling may not exercise his voting rights with respect to our ordinary shares exceeding the limit.

Under the Foreign Exchange Transaction Laws, a foreign investor who intends to acquire shares must designate a foreign exchange bank at which he must open a foreign currency account and a Won account exclusively for stock investments. No approval is required for remittance into Korea and deposit of foreign currency funds in the foreign currency account. Foreign currency funds may be transferred from the foreign currency account at the time required to place a deposit for, or settle the purchase price of, a stock purchase transaction to a Won account opened at an investment broker or an investment trader. Funds in the foreign currency account may be remitted abroad without any governmental approval.

Dividends on Shares are paid in Won. No governmental approval is required for foreign investors to receive dividends on, or the Won proceeds of the sale of, any shares to be paid, received and retained in Korea. Dividends paid on, and the Won proceeds of the sale of, any shares held by a non-resident of Korea must be deposited either in a Won account with the investor’s investment broker or investment trader or his Won Account. Funds in the investor’s Won Account may be transferred to his foreign currency account or withdrawn for local living expenses up to certain limitations. Funds in the Won Account may also be used for future investment in shares or for payment of the subscription price of new shares obtained through the exercise of preemptive rights.

Investment brokers and investment traders are allowed to open foreign currency accounts with foreign exchange banks exclusively for accommodating foreign investors’ stock investments in Korea. Through these accounts, these investment brokers and investment traders may enter into foreign exchange transactions on a limited basis, such as conversion of foreign currency funds and Won funds, either as a counterparty to or on behalf of foreign investors, without the investors having to open their own accounts with foreign exchange banks.

Item 10.E.  Taxation

The following summary is based upon tax laws of the United States and the Republic of Korea as in effect on the date of this annual report on Form 20-F, and is subject to any change in United States or Korean law that may come into effect after such date. Investors in the ordinary shares or ADSs are advised to consult their own tax advisers as to the United States, Korean or other tax consequences of the purchase, ownership and disposition of such securities, including the effect of any national, state or local tax laws.

Korean Taxation

The following summary of Korean tax considerations applies to you as long as you are not:

 

   

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.

Shares or ADSs

Dividends on Ordinary Shares or ADSs

Unless an applicable tax treaty provides otherwise, we will deduct Korean withholding tax from dividends paid to you either in cash or shares at a rate of 22.0% (including local income tax). If you are

 

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a resident of a country that has entered into a tax treaty with Korea, you may qualify for a reduced rate of Korean withholding tax under such a treaty. For example, if you are a qualified resident of the United States for purposes of the US-Korea Tax Treaty (the “Treaty”) and you are the beneficial owner of a dividend, a reduced withholding tax rate of 16.5% (including local income tax) generally will apply. You will not be entitled to claim treaty benefits if you are not the beneficial owner of a dividend.

In order to obtain the benefits of a reduced withholding tax rate under a tax treaty, you must submit to us, prior to the dividend payment date, an application for entitlement to a reduced tax rate. If you hold ADSs and receive the dividends through a depositary, you are not required to submit the application for entitlement to a reduced tax rate. If you are an overseas investment vehicle (an “OIV”), which is defined as an organization established in a non-Korean jurisdiction that manages funds collected through investment solicitation by way of acquiring, disposing, or otherwise investing in any such assets and distributes the yield therefrom to investors), you must submit to us a report of the OIV and a schedule of beneficial owners together with their applications for entitlement to a reduced tax rate, which you should collect from each beneficial owner. Excess taxes withheld may be recoverable if you subsequently produce satisfactory evidence that you were entitled to have tax withheld at a lower rate.

If we distribute to you free shares representing a transfer of certain capital reserves or asset revaluation reserves into paid-in capital, that distribution may be a deemed dividend subject to Korean tax.

Capital Gains

Capital gains from a sale of ordinary shares will generally be exempt from Korean taxation if you have owned, together with certain related parties, less than 25.0% of our total issued shares during the year of sale and the five calendar years before the year of sale, and the sale is made through the KRX KOSPI Market, and you have no permanent establishment in Korea. Capital gains earned by a non-Korean holder from a sale of ADSs outside of Korea are exempt from Korean taxation by virtue of the Special Tax Treatment Control Law of Korea (the “STTCL”), provided that the issuance of the ADSs is deemed to be an overseas issuance under the STTCL.

If you are subject to Korean taxation on capital gains from a sale of ADSs, or ordinary shares that you acquired as a result of a withdrawal, your gain will be calculated based on your cost of acquiring the ADSs representing the ordinary shares, although there are no specific Korean tax provisions or rulings on this issue. In the absence of the application of a tax treaty that exempts tax on capital gains, the amount of Korean tax imposed on such capital gains will be the lesser of 11.0% (including local income tax) of the gross realization proceeds or, subject to the production of satisfactory evidence of the acquisition cost and the transaction costs of the ADSs, 22.0% (including local income tax) of the net capital gain.

If you are subject to Korean taxation on capital gains from a sale of ADSs, or ordinary shares that you acquire as a result of a withdrawal, and you sell your ordinary shares or ADSs, the purchaser or, in the case of a sale of ordinary shares on the KRX KOSPI Market or through a licensed securities company in Korea, the licensed securities company, is required to withhold Korean tax from the sales price in an amount equal to 11% (including local income tax) of the gross realization proceeds and to make payment thereof to the Korean tax authorities, unless you establish your entitlement to an exemption from taxation under an applicable tax treaty or produce satisfactory evidence of your acquisition cost and the transaction costs for the ordinary shares or ADSs. In order to obtain the benefit of an exemption from tax pursuant to a tax treaty, you must submit to the purchaser or the securities company (or through the depositary), as the case may be, prior to the first payment, an exemption application, together with a certificate of your tax residence issued by a competent authority of your

 

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residence country. If you are an OIV, you must submit a report of the OIV and a schedule of beneficial owners together with their applications for exception, which you should collect from each beneficial owner. The withholding obligor must submit the application and the report to the relevant tax office by the ninth day of the month following the date of the first payment of such income. This requirement will not apply to exemptions under Korean tax law. Excess taxes withheld may be recoverable if you subsequently produce satisfactory evidence that you were entitled to have taxes withheld at a lower rate.

Most tax treaties that Korea has entered into provide exemptions for capital gains tax for capital gains from sale of ordinary shares. However, Korea’s tax treaties with Japan, Austria, Spain and a few other countries do not provide an exemption from such capital gains tax. For example, Article 13 of Korea’s tax treaty with Japan provides that if a taxpayer holding 25% or more (including those shares held by any related party of the taxpayer) of total issued shares of a company in a taxable year sells 5% or more (including those sold by any related party of the taxpayer) of total issued shares of the same company in the same taxable year, the country where the company is a resident may impose tax on such taxpayer.

Inheritance Tax and Gift Tax

Korean inheritance tax is imposed upon (a) all assets (wherever located) of the deceased if at the time of his death he was domiciled in Korea or had resided in Korea for at least 183 days immediately prior to his death and (b) all property located in Korea which passes on death (irrespective of the domicile of the deceased). Gift tax is imposed in similar circumstances to the above. Taxes are currently imposed at the rate of 10% to 50% if the value of the relevant property is above a certain limit and vary according to the identity of the parties involved.

Under Korean Inheritance and Gift Tax Law, shares issued by a Korean corporation are deemed located in Korea irrespective of where they are physically located or by whom they are owned. It remains unclear whether, for Korean inheritance and gift tax purposes, a non-resident holder of ADSs will be treated as the owner of the shares underlying the ADSs. If such non-resident is treated as the owner of the shares, the heir or donee of such non-resident (or in certain circumstances, the non-resident as the donor) will be subject to Korean inheritance or gift tax at the same rate as described above.

Securities Transaction Tax

If you transfer ordinary shares on the KRX KOSPI Market, you will be subject to the securities transaction tax at a rate of 0.15% and an agriculture and fishery special tax at a rate of 0.15%, calculated based on the sales price of the shares. If you transfer ordinary shares and your transfer is not made on the KRX KOSPI Market you will generally be subject to the securities transaction tax at a rate of 0.5% and will generally not be subject to the agriculture and fishery special tax.

With respect to transfers of ADSs, a tax ruling issued in 2004 by the Korean tax authority appears to hold that depositary receipts (such as the ADSs) constitute share certificates subject to the securities transaction tax. In May 2007, the Seoul Administrative Court held that depositary receipts do not constitute share certificates subject to the securities transaction tax. In 2008, the Seoul Administrative Court’s holding was upheld by the Seoul High Court and was further upheld by the Supreme Court. Subsequent to this series of rulings, however, the Securities Transaction Tax Law was amended to expressly provide that depositary receipts constituted a form of share certificates subject to the securities transaction tax. However, the sale price of ADSs from a transfer of depositary receipts listed on the New York Stock Exchange, the Nasdaq National Market or other qualified foreign exchanges are exempt from the securities transaction tax.

 

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United States Federal Income Taxation

The following discussion describes the material United States federal income tax consequences of the ownership of our ADSs and ordinary shares as of the date hereof. This discussion deals only with ADSs and ordinary shares that are held as capital assets by a U.S. Holder (as defined below). In addition, the discussion set forth below is applicable only to U.S. Holders (i) who are residents of the United States for purposes of the current Treaty, (ii) whose ADSs or ordinary shares are not, for purposes of the Treaty, effectively connected with a permanent establishment in Korea and (iii) who otherwise qualify for the full benefits of the Treaty.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of our ADSs or ordinary shares that is:

 

   

a citizen or resident of the United States;

 

   

a United States domestic corporation; or

 

   

otherwise is subject to United States federal income taxation on a net income basis in respect of such ADSs or ordinary shares.

This discussion is based upon provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations, rulings and judicial decisions thereunder as of the date hereof, as well as the Treaty (as defined above).Those authorities may be changed, perhaps retroactively, so as to result in United States federal income tax consequences different from those summarized below. In addition, this discussion is based, in part, upon representations made by the depositary to us and assumes that the deposit agreement, and all other related agreements, will be performed in accordance with their terms.

This discussion does not represent a detailed description of the United States federal income tax consequences applicable to you if you are subject to special treatment under the United States federal income tax laws, including if you are:

 

   

a dealer in securities or currencies;

 

   

a financial institution;

 

   

a regulated investment company;

 

   

a real estate investment trust;

 

   

an insurance company;

 

   

a tax-exempt organization;

 

   

a person holding our ADSs or ordinary shares as part of a hedging, integrated or conversion transaction, a constructive sale or a straddle;

 

   

a trader in securities that has elected the mark-to-market method of accounting for your securities;

 

   

a person liable for alternative minimum tax;

 

   

a person who owns or is deemed to own 10% or more of our stock (by vote or value);

 

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a partnership or other pass-through entity for United States federal income tax purposes; or

 

   

a person whose “functional currency” is not the United States dollar.

If a partnership (or other entity treated as a partnership for United States federal income tax purposes) holds our ADSs or ordinary shares, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our ADSs or ordinary shares, you should consult your tax advisors.

This discussion does not contain a detailed description of all the United States federal income tax consequences to you in light of your particular circumstances and does not address the Medicare contribution tax on net investment income or the effects of any state, local or non-United States tax laws. If you are considering the purchase of our ADSs or ordinary shares, you should consult your own tax advisors concerning the particular United States federal income tax consequences to you of the purchase, ownership and disposition of our ADSs or ordinary shares, as well as the consequences to you arising under other United States federal tax laws and the laws of any other taxing jurisdiction.

ADSs

If you hold ADSs, for United States federal income tax purposes, you generally will be treated as the owner of the underlying ordinary shares that are represented by such ADSs. Accordingly, deposits or withdrawals of ordinary shares for ADSs will not be subject to United States federal income tax. For the remainder of this discussion, references to “ordinary shares” should be interpreted to include ADSs, unless otherwise specified.

Taxation of Dividends

The gross amount of distributions of cash or property with respect to the ordinary shares (including any amounts withheld to reflect Korean withholding taxes) will be taxable as dividends to the extent paid out of our current or accumulated earnings and profits, as determined under United States federal income tax principles. Because we do not expect to determine earnings and profits in accordance with United States federal income tax principles, you should expect that a distribution will generally be treated as a dividend for United States federal income tax purposes.

Any dividends that you receive (including any withheld taxes) will be includable in your gross income as ordinary income on the day actually or constructively received by you, in the case of ordinary shares, or by the depositary, in the case of ADSs. Such dividends will not be eligible for the dividends received deduction allowed to corporations under the Code. With respect to non-corporate United States investors, certain dividends received from a qualified foreign corporation may be subject to preferential rates of taxation. A qualified foreign corporation includes a foreign corporation that is eligible for the benefits of a comprehensive income tax treaty with the United States which the United States Treasury Department determines to be satisfactory for these purposes and which includes an exchange of information provision. The United States Treasury Department has determined that the Treaty meets these requirements, and we believe we are eligible for the benefits of the Treaty.

Non-corporate U.S. Holders will not be eligible for reduced rates of taxation on any dividends received from us if we are a passive foreign investment company in the taxable year in which such dividends are paid or in the preceding taxable year (see “—Passive Foreign Investment Company” below).

The amount of any dividend paid in Won will equal the United States dollar value of the Won received calculated by reference to the exchange rate in effect on the date the dividend is received by

 

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you, in the case of ordinary shares, or by the depositary, in the case of ADSs, regardless of whether the Won are converted into United States dollars. If the Won received as a dividend are converted into United States dollars on the date they are received, you generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. If the Won received as a dividend are not converted into United States dollars on the date of receipt, you will have a basis in the Won equal to their United States dollar value on the date of receipt. Any gain or loss realized on a subsequent conversion or other disposition of the Won will be treated as United States source ordinary income or loss.

Subject to certain conditions and limitations (including a minimum holding period requirement), Korean withholding taxes on dividends may be treated as foreign taxes eligible for credit against your United States federal income tax liability. For purposes of calculating the foreign tax credit, dividends paid on the ordinary shares will be treated as income from sources outside the United States and will generally constitute passive category income. The rules governing the foreign tax credit are complex. You are urged to consult your tax advisors regarding the availability of the foreign tax credit under your particular circumstances.

Passive Foreign Investment Company

Based on the past and projected composition of our income and assets, and the valuation of our assets we do not believe we were a passive foreign investment company, or PFIC, for our most recent taxable year and do not expect to become a PFIC in the current taxable year or the foreseeable future, although there can be no assurance in this regard.

In general, we will be a PFIC for any taxable year in which:

 

   

at least 75% of our gross income is passive income, or

 

   

at least 50% of the value (determined based on a quarterly average) of our assets is attributable to assets that produce or are held for the production of passive income.

For this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and rents derived in the active conduct of a trade or business and not derived from a related person). If we own at least 25% (by value) of the stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the other corporation’s income.

The determination of whether we are a PFIC is made annually. Accordingly, it is possible that we may become a PFIC in the current or any future taxable year due to changes in our asset or income composition. If we are a PFIC for any taxable year during which you hold our ordinary shares, you will be subject to special tax rules discussed below.

If we are a PFIC for any taxable year during which you hold our ordinary shares and you do not make a timely mark-to-market election, as described below, you will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a sale or other disposition, including a pledge, of ordinary shares. Distributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or your holding period for the ordinary shares. Under these special tax rules:

 

   

the excess distribution or gain will be allocated ratably over your holding period for the ordinary shares,

 

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the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

 

   

the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Although the determination of whether we are a PFIC is made annually, if we are a PFIC for any taxable year in which you hold our ordinary shares, you will generally be subject to the special tax rules described above for that year and for each subsequent year in which you hold the ordinary shares (even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, you can avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if your ordinary shares had been sold on the last day of the last taxable year during which we were a PFIC. You are urged to consult your own tax advisor about this election.

In lieu of being subject to the special tax rules discussed above, you may make a mark-to-market election with respect to your ordinary shares provided such ordinary shares are treated as “marketable stock.” The ordinary shares generally will be treated as marketable stock if they are regularly traded on a “qualified exchange or other market” (within the meaning of the applicable Treasury regulations).

If you make an effective mark-to-market election, for each taxable year that we are a PFIC you will include as ordinary income the excess of the fair market value of your ordinary shares at the end of the year over your adjusted tax basis in the ordinary shares. You will be entitled to deduct as an ordinary loss in each such year the excess of your adjusted tax basis in the ordinary shares over their fair market value at the end of the year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. Your adjusted tax basis in the ordinary shares will be increased by the amount of any income inclusion and decreased by the amount of any deductions under the mark-to-market rules. In addition, upon the sale or other disposition of your ordinary shares in a year that we are a PFIC, any gain will be treated as ordinary income and any loss will be treated as ordinary loss, but only to the extent of the net amount of income previously included as a result of the mark-to-market election.

If you make a mark-to-market election, it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ordinary shares are no longer regularly traded on a qualified exchange or other market, or the Internal Revenue Service (the “IRS”) consents to the revocation of the election. You are urged to consult your tax advisor about the availability of the mark-to-market election, and whether making the election would be advisable in your particular circumstances.

Alternatively, you can sometimes avoid the special tax rules described above by electing to treat a PFIC as a “qualified electing fund” under Section 1295 of the Code. However, this option is not available to you because we do not intend to comply with the requirements necessary to permit you to make this election.

If we are a PFIC for any taxable year during which you hold our ordinary shares and any of our non-United States subsidiaries is also a PFIC, you will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. You are urged to consult your tax advisors about the application of the PFIC rules to any of our subsidiaries.

You will generally be required to file IRS Form 8621 if you hold our ordinary shares in any year in which we are classified as a PFIC. You are urged to consult your tax advisors concerning the United

 

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States federal income tax consequences of holding ordinary shares if we are considered a PFIC in any taxable year.

Taxation of Capital Gains

For United States federal income tax purposes, you will recognize taxable gain or loss on any sale or exchange of the ordinary shares in an amount equal to the difference between the amount realized for the ordinary shares and your tax basis in the ordinary shares. Such gain or loss will generally be capital gain or loss and will generally be long-term capital gain or loss if you have held the ordinary shares for more than one year. Long-term capital gains of non-corporate U.S. Holders (including individuals) are eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Any gain or loss recognized by you will generally be treated as United States source gain or loss.

You should note that any Korean securities transaction tax will not be treated as a creditable foreign tax for United States federal income tax purposes, although you may be entitled to deduct such taxes, subject to applicable limitations under the Code. You should consult your own tax advisors regarding the application of the foreign tax credit rules to your investment in, and disposition of, the ordinary shares.

Foreign Financial Asset Reporting

Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of US$50,000 are generally required to file an information statement along with their tax returns, currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts held at a non-United States financial institution, as well as securities issued by a non-United States issuer that are not held in accounts maintained by financial institutions. The understatement of income attributable to “specified foreign financial assets” in excess of US$5,000 extends the statute of limitations with respect to the tax return to six years after the return was filed. U.S. Holders who fail to report the required information could be subject to substantial penalties. You are encouraged to consult with your own tax advisors regarding the possible application of these rules, including the application of the rules to your particular circumstances.

Information Reporting and Backup Withholding

In general, information reporting will apply to dividends in respect of our ordinary shares and the proceeds from the sale, exchange or other disposition of our ordinary shares that are paid to you within the United States (and in certain cases, outside the United States), unless you are an exempt recipient. A backup withholding tax may apply to such payments if you fail to provide a taxpayer identification number or certification of exempt status or fail to report in full dividend and interest income.

Backup withholding is not an additional tax and any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your United States federal income tax liability provided the required information is timely furnished to the IRS.

Item 10.F.  Dividends and Paying Agents

See “Item 8. Financial Information—Item 8.A. Consolidated Statements and Other Financial Information—Dividends” for information concerning our dividend policies and our payment of dividends. See “—Item 10.B. Memorandum and Articles of Association—Dividends” for a discussion of the process by which dividends are paid on our ordinary shares. See “Item 12. Description of Securities Other than Equity Securities—Item 12.D. American Depositary Shares” for a discussion of the process by which dividends are paid on our ADSs. The paying agent for payment of our dividends on ADSs in the United States is Citibank, N.A.

 

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Item 10.G.  Statements by Experts

Not applicable.

Item 10.H.  Documents on Display

We are subject to the information requirements of the U.S. Securities Exchange Act of 1934, as amended, and, in accordance therewith, are required to file reports, including annual reports on Form 20-F, and other information with the U.S. Securities and Exchange Commission. These materials, including this annual report and the exhibits thereto, may be inspected and copied at the Commission’s public reference rooms in Washington, D.C. Please call the Commission at 1-800-SEC-0330 for further information on the public reference rooms. We are required to make filings with the Commission by electronic means, which will be available to the public over the Internet at the Commission’s website at http://www.sec.gov.

Item 10.I.  Subsidiary Information

Not applicable.

Item 11.  Quantitative and Qualitative Disclosures About Market Risk

We are exposed to foreign exchange rate and interest rate risks primarily associated with underlying liabilities, and to equity price risk as a result of our investment in equity securities. Our long-term financial policies are annually reported to our Board of Directors, and our finance division conducts financial risk management and assessment. Upon identification and evaluation of our risk exposures, we, having considered various circumstances, enter into derivative financial instruments to try to manage some of such risks. These contracts are entered into with major financial institutions, thereby minimizing the risk of credit loss. The activities of our finance division are subject to policies approved by our foreign exchange and interest rate risk management committee. These policies address the use of derivative financial instruments, including the approval of counterparties, setting of limits and investment of excess liquidity. Our general policy is to hold or issue derivative financial instruments largely for hedging purposes.

For our hedging derivative contracts, we recognized a valuation gain of 109 billion, a valuation loss of 0.1 billion and accumulated other comprehensive income of 85 billion in 2016 and a valuation gain of 0.1 billion, a valuation loss of 210 billion and accumulated other comprehensive loss of 147 billion in 2017 and a valuation gain of 66 billion, a valuation loss of 2 billion and accumulated other comprehensive income of 22 billion in 2018. For further details regarding the assets, liabilities, gains and losses recorded relating to our derivative contracts outstanding as of December 31, 2016, 2017 and 2018, see Note 7 to the Consolidated Financial Statements.

Exchange Rate Risk

Most of our cash flow is denominated in Won. We are exposed to foreign exchange risk related to foreign currency denominated liabilities and anticipated foreign exchange payments. Anticipated foreign exchange payments, mostly in U.S. Dollars, relate primarily to payments of foreign currency denominated debt, net settlements paid to foreign telecommunication carriers and payments for equipment purchased from foreign suppliers. We have entered into several currency swap contracts, combined interest currency swap contracts and currency forward contracts to hedge our foreign currency risks.

 

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The following table shows our assets and liabilities denominated in foreign currency as of December 31, 2016, 2017 and 2018:

 

     As of December 31,  
     2016      2017      2018  

(in thousands of foreign currencies)

   Financial
assets
     Financial
liabilities
     Financial
assets
     Financial
liabilities
     Financial
assets
     Financial
liabilities
 

U.S. Dollar

     210,474        2,536,090        236,476        1,908,831        279,327        1,893,782  

Special Drawing Right

     311        737        306        738        267        730  

Japanese Yen

     80,555        21,802,051        28,267        21,801,443        66,078        50,000,000  

British Pound

     1        151               74               256  

Euro

     40        2,571        186        3,625        2        6  

Algerian Dinar

     471               47               618         

Chinese Yuan

     15,262        381        46,555        10        16,315        271  

Uzbekistani Sum

     39,531               136,787               121,053         

Rwandan Franc

     1,203               3,346               857         

Thai Bhat

                                 1,685        1,685  

Indonesian Rupiah

     15,646,011        53,142,167        14,886,393        710,162        64,240,286        41,510,330  

Myanmar Kyat

     2,750               84               84         

Tanzanian Shilling

     29,987               317,348                      2,876  

Botswana Pula

     15               42               897         

Hong Kong Dollar

     254                                     

Bangladeshi Taka

     69,473               38,074               39,494         

Polish Zloty

     106,025               338               26         

Vietnamese Dong

     515,412               311,649               467,272         

Central African Franc

                                 666         

Swiss Franc

                          12                

As of December 31, 2016 and 2017, a 10% increase in the exchange rate between the Won and all foreign currencies, with all other variables held constant, would have decreased our income before income tax by 28 billion and 10 billion, respectively, and total equity by 24 billion and 7 billion, respectively, with a 10% decrease in the exchange rate having the opposite effect. As of December 31, 2018, a 10% increase in the exchange rate between the Won and all foreign currencies, with all other variables held constant, would have decreased our income before income tax by 2 billion and increased total equity by 0.6 billion, and a 10% decrease would have decreased our income before income tax by 3 billion and total equity by 0.06 billion. The foregoing sensitivity analysis assumes that all variables other than foreign exchange rates are held constant, and as such, does not reflect any correlation between foreign exchange rates and other variables, nor our decision to decrease the risk. See Note 36 to the Consolidated Financial Statements.

Interest Rate Risk

We are also subject to market risk exposure arising from changing interest rates. A reduction of interest rates increases the fair value of our debt portfolio, which is primarily of a fixed interest nature. We use, to a limited extent, interest rate swap contracts and combined interest rate and currency swap contracts to reduce interest rate volatility on some of our debt and manage our interest expense by achieving a balanced mixture of floating and fixed rate debt. We entered into several interest rate swap contracts in which we exchange fixed interest rate payments with variable interest rate payments for a specified period, as well as entered into the combined interest rate and currency swap contracts to hedge our interest rate risk.

 

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The following table summarizes the principal amounts, fair values, principal cash flows by maturity date and weighted average interest rates of our short-term and long-term liabilities as of December 31, 2018 which are sensitive to exchange rates and/or interest rates. The information is presented in Won, which is our reporting currency:

 

                                   December 31, 2018  
     2019     2020     2021     2022     Thereafter     Total     Fair Value  
     (in millions of Won, except rates)  

Local currency:

              

Fixed rate

     970,832       504,218       1,149,218       11,442       1,781,981       4,417,691       4,448,167  

Average weighted rate (1)

     3.05     3.29     3.91     4.45     3.06     3.31      

Variable rate

                                          

Average weighted rate (1)

                                          
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Sub-total

     970,832       504,218       1,149,218       11,442       1,781,981       4,417,691       4,448,167  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Foreign currency:

              

Fixed rate

     391,335       344,481       162,109       447,240       559,050       1,904,215       1,905,567  

Average weighted rate (1)

     2.63     0.30     0.38     2.62     3.30     2.21      

Variable rate

     6,709       226,974                   111,810       345,493       345,035  

Average weighted rate (1)

     3.51     3.21                 3.71     3.38      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

     398,044       571,455       162,109       447,240       670,860       2,249,708       2,250,602  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

     1,368,876       1,075,673       1,311,327       458,682       2,452,841       6,667,399       6,698,769  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

 

(1)

Weighted average rates of the portfolio at the period end.

As of December 31, 2016, 2017 and 2018, a 100 basis point increase in the market interest rate, with all other variables held constant, would have decreased our profit before income tax by 3 billion, increased our profit before income tax by 2 billion and increased our profit before income tax by 1 billion, respectively. As of December 31, 2016, 2017 and 2018, such increase, with all other variables held constant, would have decreased our shareholders’ equity by 2 billion, increased our shareholders’ equity by 5 billion and increased our shareholders’ equity by 10 billion, respectively.

As of December 31, 2016, 2017 and 2018, a 100 basis point decrease in the market interest rates, with all other variables held constant, would have increased our profit before income tax by 3 billion, decreased our profit before income tax by 2 billion and decreased our profit before income tax by 2 billion, respectively. As of December 31, 2016, 2017 and 2018, a 100 basis point decrease in the market interest rates, with all other variables held constant, would have decreased our shareholders’ equity by 5 billion, 5 billion and 10 billion, respectively. The foregoing sensitivity analysis assumes that all variables other than market interest rates are held constant, and as such, does not reflect any correlation between market interest rates and other variables, nor our decision to decrease the risk, but reflects the effects of derivative contracts in place at the time of conducting the analysis.

Equity Price Risk

We are also subject to market risk exposure arising from changes in the equity securities market, which affect the fair value of our equity portfolio. As of December 31, 2016, 2017 and 2018, a 10% increase in the equity indices where our marketable equity securities are listed, with all other variables held constant, would have increased our total equity by 0.5 billion, 0.7 billion and 0.9 billion, respectively, with a 10% decrease in the equity index having the opposite effect. The foregoing sensitivity analysis assumes that all variables other than changes in the equity index are held constant, and that our marketable equity instruments had moved according to the historical correlation to the index, and as such, does not reflect any correlation between the equity index and other variables.

 

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Item 12.  Description of Securities Other than Equity Securities

Item 12.A.  Debt Securities

Not applicable.

Item 12.B.  Warrants and Rights

Not applicable.

Item 12.C.  Other Securities

Not applicable.

Item 12.D.  American Depositary Shares

Fees and Charges

Under the terms of the deposit agreement, holders of our ADSs are required to pay the following service fees to the depositary:

 

Services

  

Fees

Issuance of ADSs upon deposit of shares

   Up to $0.05 per ADS issued

Delivery of deposited shares against surrender of ADSs

   Up to $0.05 per ADS surrendered

Distribution delivery of ADSs pursuant to sale or exercise of rights

   Up to $0.02 per ADS held

Distributions of dividends

   None

Distribution of securities other than ADSs

   Up to $0.02 per ADS held

Other corporate action involving distributions to shareholders

   Up to $0.02 per ADS held

Holders of our ADSs are also responsible for paying certain fees and expenses incurred by the depositary and certain taxes and governmental charges such as:

 

   

fees for the transfer and registration of shares charged by the registrar and transfer agent for the shares in Korea (i.e., upon deposit and withdrawal of shares);

 

   

expenses incurred for converting foreign currency into U.S. dollars;

 

   

expenses for cable, telex and fax transmissions and for delivery of securities;

 

   

taxes and duties upon the transfer of securities (i.e., when shares are deposited or withdrawn from deposit); and

 

   

fees and expenses incurred in connection with the delivery or servicing of shares on deposit.

Depositary fees payable upon the issuance and surrender of ADSs are typically paid to the depositary by the brokers (on behalf of their clients) receiving the newly issued ADSs from the depositary and by the brokers (on behalf of their clients) delivering the ADSs to the depositary for surrender. The brokers in turn charge these fees to their clients. Depositary fees payable in connection with distributions of cash or securities to ADS holders and the depositary services fee are charged by the depositary to the holders of record of ADSs as of the applicable ADS record date.

 

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The depositary fees payable for cash distributions are generally deducted from the cash being distributed. In the case of distributions other than cash (i.e., stock dividend rights), the depositary charges the applicable fee to the ADS record-date holders concurrent with the distribution. In the case of ADSs registered in the name of the investor (whether certificated or uncertificated in direct registration), the depositary sends invoices to the applicable record-date ADS holders. In the case of ADSs held in brokerage and custodian accounts (via the Depository Trust Company, or DTC), the depositary generally collects its fees through the systems provided by DTC (whose nominee is the registered holder of the ADSs held in DTC) from the brokers and custodians holding ADSs in their DTC accounts. The brokers and custodians who hold their clients’ ADSs in DTC accounts in turn charge their clients’ accounts the amount of the fees paid to the depositary.

In the event of refusal to pay the depositary fees, the depositary may, under the terms of the deposit agreement, refuse to provide the requested service until payment is received or may set off the amount of the depositary fees from any distribution to be made to such holder of ADSs.

The fees and charges that holders of our ADSs may be required to pay may vary over time and may be changed by us and by the depositary. Holders of our ADSs will receive prior notice of such changes.

Fees and Payments from the Depositary to Us

In 2018, we received the following payments, after deduction of applicable U.S. taxes, from the depositary:

 

Reimbursement of NYSE listing fees

   $ 219,842.29  

Reimbursement of SEC filing fees

   $ 5,874.05  

Reimbursement of settlement infrastructure fees (including maintenance fees)

   $ 126,326.42  

Reimbursement of proxy process expenses (printing, postage and distribution)

   $ 28,927.96  

Reimbursement of legal fees (reimbursement received in April 2017 in respect of 2016)

   $ 3,522.00  

Contributions toward our investor relations efforts (including non-deal roadshows, investor conferences and investor relations agency fees)

   $ 204,038.27  

 

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PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15.  Controls and Procedures

Disclosure Controls and Procedures

Our management has evaluated, with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2018. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Based upon our evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2018. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Our disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed by, and under the supervision of, our principal executive, principal operating and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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Our management has performed an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2018, utilizing the criteria discussed in the Internal Control—Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, we concluded that our internal control over financial reporting was effective as of December 31, 2018.

Samil PricewaterhouseCoopers, an independent registered public accounting firm, which also audited our consolidated financial statements as of, and for the year ended December 31, 2018, as stated in their report which is included herein, has issued an attestation report on the effectiveness of our internal control over financial reporting.

Attestation Report of the Registered Public Accounting Firm

The attestation report of our independent registered public accounting firm on the effectiveness of our internal control over financial reporting is furnished in Item 18 of this Form 20-F.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 16.  [Reserved]

Item 16A.  Audit Committee Financial Expert

Our Audit Committee is comprised of Suk-Gwon Chang, Jong-Gu Kim, Dae-You Kim and Il Im. The board of directors has determined that Suk-Gwon Chang is the financial expert of the Audit Committee. Suk-Gwon Chang is independent as such term is defined in Section 303A.02 of the NYSE Listed Company Manual, Rule 10A-3 under the Exchange Act and the Korea Stock Exchange listing standards.

Item 16B.  Code of Ethics

We have adopted a code of ethics, as defined in Item 16B. of Form 20-F under the Securities Exchange Act of 1934, as amended. Our code of ethics applies to our chief executive officer, chief financial officer and persons performing similar functions, as well as to our directors, other officers and employees. Our code of ethics is available on our web site at www.kt.com. If we amend the provisions of our code of ethics that apply to our chief executive officer, chief financial officer and persons performing similar functions, or if we grant any waiver of such provisions, we will disclose such amendment or waiver on our website.

 

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Item 16C.  Principal Accountant Fees and Services

Audit and Non-Audit Fees

The following table sets forth the fees billed to us by Samil PricewaterhouseCoopers, our independent registered public accounting firm, during the fiscal year ended December 31, 2017 and 2018. Such fees exclude the fees billed for work associated with our foreign subsidiaries which Samil PricewaterhouseCoopers did not provide services and with our former subsidiaries.

 

     Year Ended
December 31,
 
     2017      2018  
     (In millions)  

Audit fees (1)

   3,373      3,225  

Audit-related fees

             

Tax fees (2)

     68        104  

All other fees

             
  

 

 

    

 

 

 

Total fees

   3,441        3,329  
  

 

 

    

 

 

 

 

 

(1)

Audit fees consist of fees for the annual audit and quarterly review services engagement and the comfort letters.

 

(2)

Tax fees consist of fee for tax services which are mainly the preparation or non-recurring tax compliance review of original or amended tax returns.

Audit Committee Pre-Approval Policies and Procedures

Our Audit Committee has established pre-approval policies and procedures to pre-approve all audit services to be provided by Samil PricewaterhouseCoopers, our independent registered public accounting firm. Our Audit Committee’s policy regarding the pre-approval of non-audit services to be provided to us by our independent registered public accounting firm is that all such services shall be pre-approved by our Audit Committee. Non-audit services that are prohibited to be provided to us by our independent registered public accounting firm under the rules of the SEC and applicable law may not be pre-approved. In addition, prior to the granting of any pre-approval, our Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of our independent registered public accounting firm and does not include delegation of the Audit Committee’s responsibilities to the management under the Securities Exchange Act of 1934, as amended.

Our Audit Committee did not pre-approve any non-audit services under the de minimis exception of Rule 2-01 (c)(7)(i)(C) of Regulation S-X as promulgated by the SEC.

Item 16D.  Exemptions from the Listing Standards for Audit Committees

Not applicable.

 

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Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table sets forth the repurchases of ordinary shares by us or any affiliated purchasers during the fiscal year ended December 31, 2018:

 

Period

   Total Number
of Shares
Purchased
     Average Price
Paid per Share
(In Won)
     Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
     Maximum Number of
Shares that May Yet
be Purchased Under
the Plans
 

January 1 to January 31

                           

February 1 to February 29

                           

March 1 to March 31

                           

April 1 to April 30

                           

May 1 to May 31

                           

June 1 to June 30

                           

July 1 to July 31

                           

August 1 to August 31

     680,000        28,759        680,000        167,620  

September 1 to September 30

     167,620        28,884        167,620         

October 1 to October 31

                           

November 1 to November 30

                           

December 1 to December 31

                           
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

     847,620        28,784        847,620        167,620  
  

 

 

    

 

 

    

 

 

    

 

 

 

Neither we nor any “affiliated purchaser,” as defined in Rule 10b-18(a)(3) of the Exchange Act, purchased any of our equity securities during the period covered by this annual report.

Item 16F.  Change in Registrant’s Certifying Accountant

Not applicable.

Item 16G.  Corporate Governance

The following is a summary of the significant differences between the New York Stock Exchange’s corporate governance standards and those that we follow under Korean law:

 

NYSE Corporate Governance Standards

  

KT Corporation’s Corporate Governance Practice

Director Independence

  
Independent directors must comprise a majority of the board.   

The Commercial Code of Korea requires that our board of directors must comprise no less than a majority of outside directors. Our outside directors must meet the criteria for outside directorship set forth under the Commercial Code of Korea.

 

The majority of our board of directors is independent (as defined in accordance with the New York Stock Exchange’s standards), and 8 out of 11 directors are outside directors.

Nominating/Corporate Governance Committee

  
Listed companies must have a nominating/corporate governance committee composed entirely of independent directors.    We have not established a nominating/corporate governance committee composed entirely of independent directors. However, we maintain an Outside Director Candidate Nominating Committee composed of all of our outside directors and one standing director. We also maintain a Corporate Governance Committee comprised of four outside directors and one standing director. The committee is responsible for the review of matters with respect to our Corporate Governance Guidelines and our performance under such guidelines to monitor effectiveness of our corporate governance.

 

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Compensation Committee

  
Listed companies must have a compensation committee composed entirely of independent directors.    We maintain an Evaluation and Compensation Committee composed of four outside directors.

Executive Session

  
Non-management directors must meet in regularly scheduled executive sessions without management.    Our outside directors hold meetings solely attended by outside directors in accordance with the charter of our board of directors.

Audit Committee

  
Listed companies must have an audit committee which has a minimum of three directors and satisfy the requirements of Rule 10A-3 under the Exchange Act.    We maintain an Audit Committee comprised of four outside directors who meet the applicable independence criteria set forth under Rule 10A-3 under the Exchange Act.

Shareholder Approval of Equity Compensation Plan

  
Listed companies must allow their 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: one providing for the grant of stock options to officers and standing directors; and an employee stock ownership association program.

 

All material matters related to the granting stock options are provided in our articles of incorporation, and any amendments to the articles of incorporation are subject to shareholders’ approval. Matters related to the employee stock ownership association program are not subject to shareholders’ approval under Korean law.

Shareholder Approval of Equity Offerings

  
Listed companies must allow its shareholders to exercise their voting rights with respect to equity offerings that do not qualify as public offerings for cash, and offerings of equity of related parties.    Voting rights are not separately provided for equity offerings that do not qualify as public offerings for cash, or offerings of equity of related parties.

Corporate Governance Guidelines

  
Listed companies must adopt and disclose corporate governance guidelines.    We have adopted Corporate Governance Guidelines in March 2007 setting forth our practices with respect to corporate governance matters. Our Corporate Governance Guidelines are in compliance with Korean law but do not meet all requirements established by the New York Stock Exchange for U.S. companies listed on the exchange. A copy of our Corporate Governance Guidelines in Korean is available on our website at www.kt.com.

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 executive officers.    We have adopted a Code of Ethics for all directors, officers and employees. A copy of our Code of Ethics in Korean is available on our website at www.kt.com

Item 16H.  Mine Safety Disclosure

Not applicable.

 

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PART III

Item 17.  Financial Statements

Not applicable.

Item 18.  Financial Statements

AUDITED CONSOLIDATED ANNUAL FINANCIAL STATEMENTS OF KT CORPORATION

 

     Page  

Report of Independent Registered Public Accounting Firm

     F-2  

Consolidated Statements of Financial Position as of January 1, 2017, December 31, 2017 and December 31, 2018

     F-4  

Consolidated Statements of Operations for the Years Ended December  31, 2016, 2017 and 2018

     F-6  

Consolidated Statements of Comprehensive Income for the Years Ended December  31, 2016, 2017 and 2018

     F-7  

Consolidated Statements of Changes in Equity for the Years Ended December  31, 2016, 2017 and 2018

     F-8  

Consolidated Statements of Cash Flows for the Years Ended December  31, 2016, 2017 and 2018

     F-11  

Notes to the Consolidated Financial Statements

     F-12  

Item 19. Exhibits

 

    1    Articles of Incorporation of KT Corporation (English translation)
    2.1*    Deposit Agreement dated as of May  25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(i) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
    2.2*    Form of Amendment No. 1 Deposit Agreement dated as of May  25, 1999 entered into among KT Corporation, Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares evidenced by the American Depositary Receipts issued thereunder, including the form of American depositary receipt (incorporated herein by reference to Exhibit (a)(ii) of the Registrant’s Registration Statement (Registration No. 333-13578) on Form F-6)
    2.3*    Letter from Citibank, N.A., as depositary, to the Registrant relating to the pre-release of the American depositary receipts (incorporated herein by reference to the Registrant’s Registration Statement (Registration No. 333-10330) on Form F-6) (P)
    2.4*    Letter from Citibank, N.A., as depositary, to the Registrant relating to the establishment of a direct registration system for ADSs and the issuance of uncertified ADSs as part of the direct registration system. (incorporated herein by reference to Exhibit 2.4 of the Registrant’s Annual Report on Form 20-F filed on June 30, 2008)
  8.1    List of subsidiaries of KT Corporation
  12.1    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  12.2    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  13.1    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  101    Interactive Data Files (XBRL-Related Documents)

 

 

*

Filed previously.

 

(P)

Paper filing.

 

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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

KT CORPORATION
(Registrant)

/s/ CHANG-GYU HWANG

Name: Chang-Gyu Hwang
Title: Chief Executive Officer

Date: April 30, 2019

 

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of KT Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated statements of financial position of KT Corporation and its subsidiaries (the “Company”) as at December 31, 2018 and 2017, and the related consolidated statements of operations, of comprehensive income, of changes in equity and of cash flows for each of the three years in the period ended December 31, 2018, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as at December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as at December 31, 2018, based on criteria established in Internal Control—Integrated Framework (2013) issued by the COSO.

Change in Accounting Principles

As discussed in Note 41 to the consolidated financial statements, the Company changed the manner in which it accounts for revenue from contracts with customers and the manner in which it accounts for financial instruments in 2018.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the Management’s Annual Report on Internal Control Over Financial Reporting appearing under Item 15. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and

 

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evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/    Samil PricewaterhouseCoopers

Seoul, Korea

April 30, 2019

We have served as the Company’s auditor since 2010.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Financial Position

January 1, 2017, December 31, 2017 and December 31, 2018

 

 

(In millions of Korean won)

   Notes   

January 1,

2017

     December 31,
2017
     December 31,
2018
 

Assets

           

Current assets

           

Cash and cash equivalents

   4,5    2,900,311      1,928,182      2,703,422  

Trade and other receivables, net

   4,6      5,477,634        5,964,565        5,680,349  

Other financial assets

   4,7      720,555        972,631        994,780  

Current income tax assets

        2,079        9,030        4,046  

Inventories, net

   8      454,588        642,027        1,074,634  

Current assets held for sale

   10      —          7,230        13,035  

Other current assets

   9      311,135        304,860        1,687,548  
     

 

 

    

 

 

    

 

 

 

Total current assets

        9,866,302        9,828,525        12,157,814  
     

 

 

    

 

 

    

 

 

 

Non-current assets

           

Trade and other receivables, net

   4,6      709,011        828,832        842,995  

Other financial assets

   4,7      664,726        754,992        623,176  

Property and equipment, net

   11, 21      14,312,111        13,562,319        13,068,257  

Investment properties, net

   12      1,148,044        1,189,531        1,091,084  

Intangible assets, net

   13      3,022,803        2,632,704        3,407,123  

Investments in associates and joint ventures

   14      284,075        279,431        272,407  

Deferred income tax assets

   29      701,409        712,222        465,369  

Other non-current assets

   9      106,099        107,165        545,895  
     

 

 

    

 

 

    

 

 

 

Total non-current assets

        20,948,278        20,067,196        20,316,306  
     

 

 

    

 

 

    

 

 

 

Total assets

      30,814,580      29,895,721      32,474,120  
     

 

 

    

 

 

    

 

 

 

 

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KT Corporation and Subsidiaries

Consolidated Statements of Financial Position (Continued)

January 1, 2017, December 31, 2017 and December 31, 2018

 

 

(In millions of Korean won)

   Notes   

January 1,

2017

    December 31,
2017
    December 31,
2018
 

Liabilities

         

Current liabilities

         

Trade and other payables

   4,15    7,141,725     7,426,088     7,007,515  

Borrowings

   4,16      1,820,001       1,573,474       1,368,481  

Other financial liabilities

   4,7      233       37,224       942  

Current income tax liabilities

   29      102,843       82,984       249,837  

Provisions

   17      96,485       78,172       117,881  

Deferred revenue

        35,617       17,906       52,878  

Other current liabilities

   9      342,291       258,314       596,589  
     

 

 

   

 

 

   

 

 

 

Total current liabilities

        9,539,195       9,474,162       9,394,123  
     

 

 

   

 

 

   

 

 

 

Non-current liabilities

         

Trade and other payables

   4,15      1,188,311       1,001,369       1,513,864  

Borrowings

   4,16      6,300,790       5,110,188       5,279,812  

Other financial liabilities

   4,7      108,431       149,267       163,454  

Defined benefit liabilities, net

   18      378,404       395,079       561,269  

Provisions

   17      100,694       124,858       163,995  

Deferred revenue

        85,372       91,698       110,702  

Deferred income tax liabilities

   29      137,680       128,462       204,785  

Other non-current liabilities

   9      58,761       237,284       423,626  
     

 

 

   

 

 

   

 

 

 

Total non-current liabilities

        8,358,443       7,238,205       8,421,507  
     

 

 

   

 

 

   

 

 

 

Total liabilities

        17,897,638       16,712,367       17,815,630  
     

 

 

   

 

 

   

 

 

 

Equity

         

Share capital

   22      1,564,499       1,564,499       1,564,499  

Share premium

        1,440,258       1,440,258       1,440,258  

Retained earnings

   23      9,778,707       9,961,150       11,256,069  

Accumulated other comprehensive income

   24      (1,432     30,985       50,158  

Other components of equity

   24      (1,217,934     (1,205,302     (1,181,083
     

 

 

   

 

 

   

 

 

 

Equity attributable to owners of the Controlling Company

        11,564,098       11,791,590       13,129,901  
     

 

 

   

 

 

   

 

 

 

Non-controlling interest

        1,352,844       1,391,764       1,528,589  
     

 

 

   

 

 

   

 

 

 

Total equity

        12,916,942       13,183,354       14,658,490  
     

 

 

   

 

 

   

 

 

 

Total liabilities and equity

      30,814,580     29,895,721     32,474,120  
     

 

 

   

 

 

   

 

 

 

The above consolidated statements of financial position should be read in conjunction with the accompanying notes.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Operations

Years ended December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won, except per share amounts)    Notes    2016     2017     2018  

Operating revenue

   26    23,164,202     23,546,929     23,436,050  

Revenue

        22,798,330       23,259,541       23,220,052  

Others

        365,872       287,388       215,998  

Operating expenses

   27      21,781,098       22,477,837       22,335,190  
     

 

 

   

 

 

   

 

 

 

Operating profit

        1,383,104       1,069,092       1,100,860  

Finance income

   28      296,139       406,328       374,243  

Finance costs

   28      (515,087     (644,531     (435,659

Share of net profit (losses) of associates and joint venture

   14      2,599       (13,892     (5,467
     

 

 

   

 

 

   

 

 

 

Profit before income tax

        1,166,755       816,997       1,033,977  

Income tax expense

   29      334,910       270,656       314,565  
     

 

 

   

 

 

   

 

 

 

Profit for the year

      831,845     546,341     719,412  
     

 

 

   

 

 

   

 

 

 

Profit for the year attributable to:

         

Owners of the Controlling Company

      745,090     461,559     645,571  

Non-controlling interest

      86,755     84,782     73,841  

Earnings per share attributable to the equity holders of the Controlling Company during the year (in Korean won):

         

Basic earnings per share

   30    3,043     1,884     2,634  

Diluted earnings per share

   30    3,041     1,883     2,634  

 

 

 

The above consolidated statements of operations should be read in conjunction with the accompanying notes.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Comprehensive Income

Years ended December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)                        
    Notes     2016     2017     2018  
                         

Profit for the year

    831,845     546,341     719,412  

Other comprehensive income

       

Items that will not be reclassified to profit or loss:

       

Remeasurements of the net defined benefit liability

    18       4,213       (83,962     (73,511

Shares of remeasurement gain (loss) of associates and joint ventures

      116       (115     (816

Gain on valuation of equity instruments at fair value through other comprehensive income

      —         —         43,077  

Items that may be subsequently reclassified to profit or loss:

       

Gain on valuation of debt instruments at fair value through other comprehensive income

      —         —         734  

Changes in value of available-for-sale financial assets

      10,925       51,235       —    

Other comprehensive income from available-for sale financial assets reclassified to loss

      (3,840     (55,450     —    

Valuation gain (loss) on cash flow hedge

      64,796       (111,083     17,268  

Other comprehensive income (loss) from cash flow hedges reclassified to profit (loss)

      (75,871     141,929       (44,279

Share of other comprehensive income (loss) from associates and joint ventures

      (602     10,280       (41

Exchange differences on translation of foreign operations

      (5,407     (21,122     2,940  
   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss

      (5,670     (68,288     (54,628
   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

    826,175     478,053     664,784  
   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year attributable to:

       

Owners of the Controlling Company

      738,413       413,149       589,179  

Non-controlling interest

      87,762       64,904       75,605  

The above consolidated statements of comprehensive income should be read in conjunction with the accompanying notes.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Changes in Equity

Years ended December 31, 2016, 2017 and 2018

 

 

        Attributable to owners of the Controlling Company              
(In millions of Korean won)  

Notes

  Share
capital
    Share
premium
    Retained
earnings
    Accumulated
other
comprehensive
income
    Other
components
of equity
    Total     Non-controlling
interest
    Total
equity
 

Balance as at December 31, 2015

    1,564,499     1,440,258     9,049,971     13,870     (1,232,863   10,835,735     1,320,396     12,156,131  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjustments from prior years

  2.1     —         —         97,496       —         —         97,496       —         97,496  

Balance as at January 1, 2016

    1,564,499     1,440,258     9,147,467     13,870     (1,232,863   10,933,231     1,320,396     12,253,627  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

                 

Profit for the year

      —         —         745,090       —         —         745,090       86,755       831,845  

Changes in value of available-for-sale financial assets

  4,7     —         —         —         1,691         1,691       5,394       7,085  

Remeasurements of the net defined benefit liability

  18     —         —         8,531       —         —         8,531       (4,318     4,213  

Valuation loss on cash flow hedge

  4,7     —         —         —         (11,075     —         (11,075     —         (11,075

Shares of other comprehensive losses of joint ventures and associates

      —         —         —         (571     —         (571     (31     (602

Shares of gain on remeasurements of joint ventures and associates

      —         —         94       —         —         94       22       116  

Exchange differences on translation of foreign operations

      —         —         —         (5,347     —         (5,347     (60     (5,407
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

      —         —         753,715       (15,302     —         738,413       87,762       826,175  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with equity holders

                 

Dividends paid by the Controlling Company

      —         —         (122,425     —         —         (122,425     —         (122,425

Dividends paid to non-controlling interest of subsidiaries

      —         —         —         —         —         —         (61,674     (61,674

Changes in consolidation scope

      —         —         —         —         11,369       11,369       (15,550     (4,181

Change in ownership interest in subsidiaries

      —         —         (50     —         50       —         —         —    

Appropriation of loss on disposal of treasury stock

      —         —         —         —         —         —         21,769       21,769  

Others

      —         —         —         —         3,510       3,510       141       3,651  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

      —         —         (122,475     —         14,929       (107,546     (55,314     (162,860
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as at December 31, 2016

    1,564,499     1,440,258     9,778,707     (1,432   (1,217,934   11,564,098     1,352,844     12,916,942  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The above consolidated statements of changes of equity should be read in conjunction with the accompanying notes.

 

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KT Corporation and Subsidiaries

Consolidated Statements of Changes in Equity (Continued)

Years ended December 31, 2016, 2017 and 2018

 

 

          Attributable to owners of the Controlling Company              
(In millions of Korean won)   Notes     Share
capital
    Share
premium
    Retained
earnings
    Accumulated
other
comprehensive
income
    Other
components
of equity
    Total     Non-controlling
interest
    Total
equity
 

Balance as at January 1, 2017

    1,564,499     1,440,258     9,778,707     (1,432   (1,217,934   11,564,098     1,352,844     12,916,942  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

                 

Profit for the year

      —         —         461,559       —         —         461,559       84,782       546,341  

Changes in value of available-for-sale financial assets

    4,7       —         —         —         (1,433       (1,433     (2,782     (4,215

Remeasurements of the net defined benefit liability

    18       —         —         (80,711     —         —         (80,711     (3,251     (83,962

Valuation gains on cashflow hedge

    4,7       —         —         —         30,846       —         30,846       —         30,846  

Shares of other comprehensive income of associates and joint ventures

      —         —         —         10,148       —         10,148       132       10,280  

Shares of loss on remeasurements of associates and joint ventures

      —         —         (116     —         —         (116     1       (115

Exchange differences on translation of foreign operations

      —         —         —         (7,144     —         (7,144     (13,978     (21,122
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

      —         —         380,732       32,417       —         413,149       64,904       478,053  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with equity holders

                 

Dividends paid by the Controlling Company

      —         —         (195,977     —         —         (195,977     —         (195,977

Dividends paid to non-controlling interest of subsidiaries

      —         —         —         —         —         —         (47,162     (47,162

Changes in consolidation scope

      —         —         —         —         —         —         250       250  

Change in ownership interest in subsidiaries

      —         —         —         —         5,441       5,441       21,242       26,683  

Appropriations of loss on disposal of treasury stock

      —         —         (2,312     —         2,312       —         —         —    

Others

      —         —         —         —         4,879       4,879       (314     4,565  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

      —         —         (198,289     —         12,632       (185,657     (25,984     (211,641
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at December 31, 2017

    1,564,499     1,440,258     9,961,150     30,985     (1,205,302   11,791,590     1,391,764     13,183,354  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.

 

F-9


Table of Contents

KT Corporation and Subsidiaries

Consolidated Statements of Changes in Equity (Continued)

Years ended December 31, 2016, 2017 and 2018

 

 

          Attributable to owners of the Controlling Company              
(In millions of Korean won)   Notes     Share
capital
    Share
premium
    Retained
earnings
    Accumulated
other
comprehensive
income
    Other
components
of equity
    Total     Non-controlling
interest
    Total
equity
 

Balance as at January 1, 2018

    1,564,499     1,440,258     9,961,150     30,985     (1,205,302   11,791,590     1,391,764     13,183,354  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Changes in accounting policy

    41       —         —         954,053       17,741       —         971,794       77,128       1,048,922  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted total equity at the beginning of the financial year

      1,564,499       1,440,258       10,915,203       48,726       (1,205,302     12,763,384       1,468,892       14,232,276  

Comprehensive income

                 

Profit for the year

      —         —         645,571       —         —         645,571       73,841       719,412  

Remeasurements of net defined benefit liability

    18       —         —         (61,449     —           (61,449     (12,062     (73,511

Share of loss on remeasurements of joint ventures and associates

      —         —         (816     —         —         (816     —         (816

Share of other comprehensive income of associates and joint ventures

      —         —         —         (136     —         (136     95       (41

Valuation loss on cash flow hedge

    4,7       —         —         —         (27,011     —         (27,011     —         (27,011

Gain(loss) on disposal of equity instruments at fair value through other comprehensive income

    4,7           4,441       (4,441     —         —         —         —    

Gain on valuation of financial instruments at fair value through other comprehensive income

    4,7       —         —         —         30,731       —         30,731       13,080       43,811  

Exchange differences on translation of foreign operations

      —         —         —         2,289       —         2,289       651       2,940  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total comprehensive income for the year

      —         —         587,747       1,432       —         589,179       75,605       664,784  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions with owners

                 

Dividends paid by the Controlling Company

      —         —         (245,097     —         —         (245,097     —         (245,097

Dividends paid to non-controlling interest of subsidiaries

      —         —         —         —         —         —         (53,535     (53,535

Changes in consolidation scope

      —         —         —         —         (1,803     (1,803     102       (1,701

Change in ownership interest in subsidiaries

      —         —         —         —         11,118       11,118       37,471       48,589  

Appropriations of loss on disposal of treasury stock

      —         —         (2,046     —         2,046       —         —         —    

Disposal of treasury stock

      —         —         —         —         9,547       9,547       —         9,547  

Others

      —         —         262       —         3,311       3,573       54       3,627  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Subtotal

      —         —         (246,881     —         24,219       (222,662     (15,908     (238,570
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance as at December 31, 2018

    1,564,499     1,440,258     11,256,069     50,158     (1,181,083   13,129,901     1,528,589     14,658,490  
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The above consolidated statements of changes in equity should be read in conjunction with the accompanying notes.

 

F-10


Table of Contents

KT Corporation and Subsidiaries

Consolidated Statements of Cash Flows

Years ended December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)                         
     Notes     2016     2017     2018  

Cash flows from operating activities

        

Cash generated from operations

     32     5,202,520     4,318,884     4,212,222  

Interest paid

       (372,525     (252,405     (304,428

Interest received

       104,679       93,769       242,951  

Dividends received

       10,824       10,843       14,074  

Income tax paid

       (174,748     (293,342     (154,355
    

 

 

   

 

 

   

 

 

 

Net cash inflow from operating activities

       4,770,750       3,877,749       4,010,464  
    

 

 

   

 

 

   

 

 

 

Cash flows from investing activities

        

Collection of loans

       47,887       55,190       64,023  

Loans granted

       (57,400     (59,800     (60,229

Disposal of financial assets at fair value through profit or loss

       —         —         397,224  

Disposal of financial assets at amortized cost

       —         —         255,290  

Disposal of financial assets at fair value through other comprehensive income

       —         —         2,474  

Disposal of assets held-for-sale

       —         —         9,842  

Disposal of available-for-sale financial assets

       35,791       146,429       —    

Acquisition of available-for-sale financial assets

       (44,302     (89,027     —    

Disposal of investments in associates and joint ventures

       11,074       59,818       7,832  

Acquisition of investments in associates and joint ventures

       (38,675     (41,780     (34,420

Disposal of current and non-current financial instruments

       293,283       645,686       —    

Acquisition of current and non-current financial instruments

       (597,345     (1,231,917     —    

Disposal of property and equipment, and investment properties

       93,401       68,229       90,992  

Acquisition of property and equipment, and investment properties

       (2,764,346     (2,442,223     (2,260,879

Acquisition of financial assets at fair value through profit or loss

       —         —         (158,787

Acquisition of financial assets at amortized cost

       —         —         (248,789

Acquisition of financial assets at fair value through other comprehensive income

       —         —         (16,239

Disposal of intangible assets

       17,891       22,680       20,037  

Acquisition of intangible assets

       (455,763     (613,556     (746,213

Decrease in cash due to business combination, etc.

       (26,454     (2,974     (26,288
    

 

 

   

 

 

   

 

 

 
       (3,484,958     (3,483,245     (2,704,130
    

 

 

   

 

 

   

 

 

 

Cash flows from financing activities

        

Proceeds from borrowings and debentures

       1,122,898       616,257       1,473,016  

Repayments of borrowings and debentures

       (1,768,768     (1,780,174     (1,612,731

Settlement of derivative assets and liabilities, net

       (33,199     71,370       (3,461

Cash inflow from consolidated capital transactions

       800       27,261       —    

Cash outflow from consolidated capital transactions

       (5,140     (300     (5,506

Cash inflow from other financing activities

       —         16,962       13,939  

Dividends paid to shareholders

       (184,099     (243,140     (298,632

Acquisition of treasury stock

       —         —         (24,415

Decrease in finance leases liabilities

       (75,763     (71,735     (73,885
    

 

 

   

 

 

   

 

 

 

Net cash outflow from financing activities

       (943,271     (1,363,499     (531,675
    

 

 

   

 

 

   

 

 

 

Effect of exchange rate change on cash and cash equivalents

       (1,674     (3,134     581  
    

 

 

   

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

       340,847       (972,129     775,240  

Cash and cash equivalents

        

Beginning of the year

       2,559,464       2,900,311       1,928,182  
    

 

 

   

 

 

   

 

 

 

End of the year

     2,900,311     1,928,182     2,703,422  
    

 

 

   

 

 

   

 

 

 

The above consolidated statements of cash flows should be read in conjunction with the accompanying notes.

 

F-11


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

1.

General Information

The consolidated financial statements include the accounts of KT Corporation, which is the controlling company as defined under IFRS 10, Consolidated Financial Statements, and its 63 controlled subsidiaries as described in Note 1.2 (collectively referred to as the “Group”).

 

  1.1

The Controlling Company

KT Corporation (the “Controlling Company”) commenced operations on January 1, 1982, when it spun off from the Korea Communications Commission (formerly the Korean Ministry of Information and Communications) to provide telephone services and to engage in the development of advanced communications services under the Act of Telecommunications of Korea. The headquarters are located in Seongnam City, Gyeonggi Province, Republic of Korea, and the address of its registered head office is 90, Buljeong-ro, Bundang-gu, Seongnam City, Gyeonggi Province.

On October 1, 1997, upon the announcement of the Government-Investment Enterprises Management Basic Act and the Privatization Law, the Controlling Company became a government-funded institution under the Commercial Code of Korea.

On December 23, 1998, the Controlling Company’s shares were listed on the Korea Exchange.

On May 29, 1999, the Controlling Company issued 24,282,195 additional shares and issued American Depository Shares (ADS), representing new shares and 20,813,311 government-owned shares, at the New York Stock Exchange. On July 2, 2001, the additional ADS representing 55,502,161 government-owned shares were issued at the New York Stock Exchange.

In 2002, the Controlling Company acquired the entire government-owned shares in accordance with the Korean government’s privatization plan. As at the end of the reporting period, the Korean government does not own any share in the Controlling Company.

 

  1.2

Consolidated Subsidiaries

The consolidated subsidiaries as at December 31, 2017 and 2018, are as follows:

 

            Controlling percentage
ownership1 (%)
   
Subsidiary   Type of Business   Location   December 31,
2017
  December 31,
2018
  Closing
month

KT Powertel Co., Ltd.2

  Trunk radio system business   Korea   44.8%   44.8%   December

KT Linkus Co., Ltd.

  Public telephone maintenance   Korea   91.4%   92.4%   December

KT Submarine Co., Ltd.2, 4

  Submarine cable construction and maintenance   Korea   39.3%   39.3%   December

KT Telecop Co., Ltd.

  Security service   Korea   86.8%   86.8%   December

KT Hitel Co., Ltd.

  Data communication   Korea   67.1%   67.1%   December

KT Service Bukbu Co., Ltd.

  Opening services of fixed line   Korea   67.3%   67.3%   December

KT Service Nambu Co., Ltd.

  Opening services of fixed line   Korea   77.3%   77.3%   December

KT Commerce Inc.

  B2C, B2B service   Korea   100.0%   100.0%   December

KT Strategic Investment Fund No.1

  Investment fund   Korea   100.0%   100.0%   December

KT Strategic Investment Fund No.2

  Investment fund   Korea   100.0%   100.0%   December

 

F-12


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

            Controlling percentage
ownership1 (%)
   
Subsidiary   Type of Business   Location   December 31,
2017
  December 31,
2018
  Closing
month

KT Strategic Investment Fund No.3

  Investment fund   Korea   100.0%   100.0%   December

KT Strategic Investment Fund No.4

  Investment fund   Korea   100.0%   100.0%   December

BC-VP Strategic Investment Fund No.1

  Investment fund   Korea   —     100.0%   December

BC Card Co., Ltd.

  Credit card business   Korea   69.5%   69.5%   December

VP Inc.

  Payment security service for credit card, others   Korea   50.9%   50.9%   December

H&C Network

  Call centre for financial sectors   Korea   100.0%   100.0%   December

BC Card China Co., Ltd.

  Software development and data processing   China   100.0%   100.0%   December

INITECH Co., Ltd.4

  Internet banking ASP and security solutions   Korea   58.2%   58.2%   December

Smartro Co., Ltd.

  VAN (Value Added Network) business   Korea   81.1%   81.1%   December

KTDS Co., Ltd.4

  System integration and maintenance   Korea   95.5%   95.5%   December

KT M Hows Co., Ltd.

  Mobile marketing   Korea   90.0%   90.0%   December

KT M&S Co., Ltd.

  PCS distribution   Korea   100.0%   100.0%   December

GENIE Music Corporation(KT Music Corporation)2

  Online music production and distribution   Korea   42.5%   36.0%   December

KT MOS Bukbu Co., Ltd.4

  Telecommunication facility maintenance   Korea   —     100.0%   December

KT MOS Nambu Co., Ltd.4

  Telecommunication facility maintenance   Korea   —     98.4%   December

KT Skylife Co., Ltd.4

  Satellite broadcasting business   Korea   50.3%   50.3%   December

Skylife TV Co., Ltd.

  TV contents provider   Korea   92.6%   92.6%   December

KT Estate Inc.

  Residential building development and supply   Korea   100.0%   100.0%   December

KT AMC Co., Ltd.

  Asset management and consulting services   Korea   100.0%   100.0%   December

NEXR Co., Ltd.

  Cloud system implementation   Korea   100.0%   100.0%   December

KTSB Data service

  Data centre development and related service   Korea   51.0%   51.0%   December

KT Sat Co., Ltd.

  Satellite communication business   Korea   100.0%   100.0%   December

Nasmedia Co., Ltd.3

  Online advertisement   Korea   42.8%   42.8%   December

KT Sports Co., Ltd

  Management of sports group   Korea   100.0%   100.0%   December

KT Music Contents Fund No.1

  Music contents investment business   Korea   80.0%   80.0%   December

KT Music Contents Fund No.2

  Music contents investment business   Korea   100.0%   100.0%   December

KT-Michigan Global Content Fund

  Content investment business   Korea   88.6%   88.6%   December

 

F-13


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

            Controlling percentage
ownership1 (%)
   
Subsidiary   Type of Business   Location   December 31,
2017
  December 31,
2018
  Closing
month

Autopion Co., Ltd.

  Service for information and communication   Korea   100.0%   100.0%   December

KTCS Corporation2,4

  Database and online information provider   Korea   30.9%   30.9%   December

KTIS Corporation2,4

  Database and online information provider   Korea   30.1%   30.1%   December

KT M mobile

  Special category telecommunications operator and sales of communication device   Korea   100.0%   100.0%   December

KT Investment Co., Ltd.

  Technology business finance   Korea   100.0%   100.0%   December

Whowho&Company Co., Ltd.

  Software development and supply   Korea   100.0%   100.0%   December

PlayD Co., Ltd. (N Search Marketing Co., Ltd.)

  Advertising agency business   Korea   100.0%   100.0%   December

Next connect PFV

  Residential building development and supply   Korea   —     100.0%   December

KT Rwanda Networks Ltd.

  Network installation and management   Rwanda   51.0%   51.0%   December

AOS Ltd.

  System integration and maintenance   Rwanda   51.0%   51.0%   December

KT Belgium

  Foreign investment business   Belgium   100.0%   100.0%   December

KT ORS Belgium

  Foreign investment business   Belgium   100.0%   100.0%   December

Korea Telecom Japan Co., Ltd.

  Foreign telecommunication business   Japan   100.0%   100.0%   December

KBTO sp.zo.o.

  Electronic communication business   Poland   94.3%   96.2%   December

Korea Telecom China Co., Ltd.

  Foreign telecommunication business   China   100.0%   100.0%   December

KT Dutch B.V.

  Super iMax and East Telecom management   Netherlands   100.0%   100.0%   December

Super iMax LLC

  Wireless high speed internet business   Uzbekistan   100.0%   100.0%   December

East Telecom LLC

  Fixed line telecommunication business   Uzbekistan   91.0%   91.0%   December

Korea Telecom America, Inc.

  Foreign telecommunication business   USA   100.0%   100.0%   December

PT. KT Indonesia

  Foreign telecommunication business   Indonesia   99.0%   99.0%   December

PT. BC Card Asia Pacific

  Software development and supply   Indonesia   99.9%   99.9%   December

KT Hongkong Telecommunications Co., Ltd.

  Fixed line communication business   Hong Kong   100.0%   100.0%   December

KT Hong Kong Limited

  Foreign investment business   Hong Kong   100.0%   100.0%   December

Korea Telecom Singapore Pte. Ltd.

  Foreign investment business   Singapore   100.0%   100.0%   December

 

F-14


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

            Controlling percentage
ownership1 (%)
   
Subsidiary   Type of Business   Location   December 31,
2017
  December 31,
2018
  Closing
month

Texnoprosistem LLP

  Fixed line internet business   Uzbekistan   100.0%   100.0%   December

Nasmedia Thailand Company Limited

  Internet advertising solution   Thailand   —     99.9%   December

 

1

Sum of the ownership interests owned by the Controlling Company and subsidiaries.

2

Although the Controlling Company owns less than 50% ownership in this entity, this entity is consolidated as the Controlling Company can exercise the majority voting rights in its decision-making process at all times considering the historical voting pattern at the shareholders’ meetings.

3

Although the Controlling Company owns less than 50% ownership in this entity, this entity is consolidated as the Controlling Company holds the majority of voting right based on an agreement with other investors.

4

The number of subsidiaries’ treasury stock is deducted from the total number of shares when calculating the controlling percentage ownership.

Changes in scope of consolidation in 2018 are as follows:

 

Changes    Location    Subsidiary    Reason

Included

   Korea    BC-VP Strategic Investment Fund No.1    Newly established
   Korea    KT MOS Bukbu Co., Ltd.    Acquisition
   Korea    KT MOS Nambu Co., Ltd.    Acquisition
   Korea    Next connect PFV    Newly established
   Thailand    Nasmedia Thailand Company Limited    Newly established

Excluded

   Korea    KT New Business Fund No.1    Liquidated

 

F-15


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Summarized information for consolidated subsidiaries as at and for the years ended December 31, 2016, 2017 and 2018, follows:

 

(In millions of Korean won)    2016  
     Total assets      Total
liabilities
     Operating
revenues
    

Profit (loss)

For the year

 

KT Powertel Co., Ltd.

   113,725      19,899      81,390      202  

KT Linkus Co., Ltd.

     64,318        56,953        117,587        (3,830

KT Submarine Co., Ltd.

     156,993        55,573        84,137        5,146  

KT Telecop Co., Ltd.

     265,553        132,344        315,948        143  

KT Hitel Co., Ltd.

     249,202        46,941        198,994        4,298  

KT Service Bukbu Co., Ltd.

     32,863        24,580        182,952        694  

KT Service Nambu Co., Ltd.

     32,621        24,282        218,602        772  

BC Card Co., Ltd.1

     3,651,065        2,602,404        3,567,512        163,131  

H&C Network1

     272,110        80,983        266,613        14,749  

Nasmedia Co., Ltd.1

     263,925        159,502        70,037        11,972  

KTDS Co., Ltd.1

     197,970        151,644        476,379        10,838  

KT M Hows Co., Ltd.

     28,539        18,466        19,922        2,865  

KT M&S Co., Ltd.

     247,854        227,507        724,144        (12,955

GENIE Music Corporation(KT Music Corporation)

     110,080        41,953        111,450        8,235  

KT Skylife Co., Ltd.1

     777,948        231,452        668,945        68,863  

KT Estate Inc.1

     1,734,729        375,341        405,417        46,815  

KTSB Data service

     20,075        759        5,136        (1,983

KT Innoedu Co., Ltd.

     6,477        7,259        15,599        103  

KT Sat Co., Ltd.

     744,653        253,041        144,594        36,266  

KT Sports

     16,925        13,573        48,476        (198

KT Music Contents Fund No.1

     10,592        331        349        103  

KT-Michigan Global Content Fund

     16,250        163        133        (514

Autopion Co., Ltd.

     6,163        2,794        7,772        (409

KT M mobile

     131,446        20,369        112,532        (40,041

KT Investment Co., Ltd.1

     39,506        23,123        10,130        (1,832

NgeneBio

     6,361        4,733        244        (1,833

KTCS Corporation1

     322,768        166,642        955,050        7,892  

KTIS Corporation

     221,176        63,871        436,914        9,991  

Korea Telecom Japan Co., Ltd.

     3,592        5,374        5,122        (1,391

Korea Telecom China Co., Ltd.

     532        188        930        60  

KT Dutch B.V.

     34,197        73        166        85  

Super iMax LLC

     10,308        6,734        10,759        (1,802

East Telecom LLC

     31,885        16,554        27,492        3,257  

Korea Telecom America, Inc.

     4,464        1,306        7,113        181  

PT. KT Indonesia

     16        —          —          (7

KT Rwanda Networks Ltd.

     167,112        138,651        13,435        (31,455

KT Belgium

     79,391        7        —          (67

KT ORS Belgium

     2,013        23        —          (46

KBTO sp.zo.o.

     1,166        2,378        21        (2,587

AOS Ltd.

     10,025        3,179        14,481        (1,123

KT Hongkong Telecommunications Co., Ltd.

     1,571        956        1,568        120  

 

F-16


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    2017  
     Total assets      Total
liabilities
     Operating
revenue
    

Profit (loss)

for the year

 

KT Powertel Co., Ltd.

   115,125      18,937      69,234      2,112  

KT Linkus Co., Ltd.

     59,344        51,516        112,043        725  

KT Submarine Co., Ltd.

     142,797        34,056        73,985        8,243  

KT Telecop Co., Ltd.

     264,353        131,633        317,591        2,885  

KT Hitel Co., Ltd.

     258,240        52,943        227,884        3,225  

KT Service Bukbu Co., Ltd.

     29,281        22,096        194,837        688  

KT Service Nambu Co., Ltd.

     36,076        26,412        232,996        875  

BC Card Co., Ltd.1

     4,048,263        2,955,038        3,628,995        156,109  

H&C Network1

     273,856        65,446        277,622        16,104  

Nasmedia Co., Ltd.1

     315,967        188,197        120,667        26,676  

KTDS Co., Ltd.1

     144,922        93,343        459,266        11,584  

KT M Hows Co., Ltd.

     42,738        28,489        24,610        4,097  

KT M&S Co., Ltd.

     242,388        231,151        734,420        (9,707

GENIE Music Corporation

(KT Music Corporation)

     139,686        48,512        156,163        (3,401

KT Skylife Co., Ltd.1

     792,893        210,550        687,752        57,314  

KT Estate Inc.1

     1,869,194        502,915        428,446        52,416  

KTSB Data service

     18,306        605        4,950        (1,651

KT Sat Co., Ltd.

     742,391        220,804        147,649        29,601  

KT Sports

     11,131        7,805        53,357        (199

KT Music Contents Fund No.1

     13,804        1,041        370        (499

KT Music Contents Fund No.2

     7,500        11        —          (11

KT-Michigan Global Content Fund

     14,575        147        159        (426

Autopion Co., Ltd.

     6,306        3,530        6,679        (618

KT M mobile

     93,601        21,453        159,684        (38,883

KT Investment Co., Ltd.1

     54,673        38,313        8,794        (619

KTCS Corporation1

     348,334        188,764        968,186        7,385  

KTIS Corporation

     223,818        62,569        438,597        8,337  

Korea Telecom Japan Co., Ltd.1

     1,554        2,788        2,772        536  

Korea Telecom China Co., Ltd.

     665        32        1,030        348  

KT Dutch B.V.

     30,312        50        206        169  

Super iMax LLC

     3,449        4,886        7,314        (4,584

East Telecom LLC1

     11,672        11,748        19,663        (9,118

Korea Telecom America, Inc.

     3,694        791        6,783        109  

PT. KT Indonesia

     8        —          —          (6

KT Rwanda Networks Ltd.2

     151,359        139,561        15,931        (22,762

KT Belgium

     86,455        8        49        (2

KT ORS Belgium

     1,769        14        10        (10

KBTO sp.zo.o.

     3,311        2,268        67        (3,456

AOS Ltd.2

     9,437        4,519        8,952        (682

KT Hongkong Telecommunications Co., Ltd.

     2,578        1,497        7,304        494  

 

F-17


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    2018  
     Total assets      Total
liabilities
     Operating
revenue
    

Profit (loss)

for the year

 

KT Powertel Co., Ltd.

   124,064      28,217      65,620      (5,545

KT Linkus Co., Ltd.

     54,147        44,895        106,337        1,216  

KT Submarine Co., Ltd.

     130,715        27,530        61,652        (4,286

KT Telecop Co., Ltd.

     272,492        140,314        328,262        166  

KT Hitel Co., Ltd.

     272,708        66,043        279,117        657  

KT Service Bukbu Co., Ltd.

     30,599        23,964        195,961        (31

KT Service Nambu Co., Ltd.

     37,452        27,939        230,088        160  

BC Card Co., Ltd.1

     3,722,379        2,630,536        3,551,715        70,889  

H&C Network1

     245,841        63,188        297,470        (15,944

Nasmedia Co., Ltd.1

     303,112        161,164        106,805        20,596  

KTDS Co., Ltd.1

     148,675        95,834        434,302        8,586  

KT M Hows Co., Ltd.

     60,197        42,386        26,673        3,691  

KT M&S Co., Ltd.

     228,073        207,740        791,652        11,408  

GENIE Music Corporation (KT Music Corporation)

     221,559        75,827        171,314        6,374  

KT MOS Bukbu Co., Ltd.

     14,121        10,571        16,543        (782

KT MOS Nambu Co., Ltd.

     14,313        8,927        14,941        (2,418

KT Skylife Co., Ltd.1

     816,001        149,841        694,059        52,010  

KT Estate Inc.1

     1,695,995        304,712        569,269        51,854  

KTSB Data service

     8,632        523        4,627        (9,576

KT Sat Co., Ltd.

     685,926        173,513        137,186        4,921  

KT Sports Co., Ltd.

     9,560        6,376        55,565        (154

KT Music Contents Fund No.1

     14,092        1,035        559        294  

KT Music Contents Fund No.2

     7,629        281        150        (142

KT-Michigan Global Content Fund

     12,741        —          869        (670

Autopion Co., Ltd.

     8,838        5,801        12,035        453  

KT M mobile

     146,334        35,335        172,674        (10,085

KT Investment Co., Ltd.1

     74,580        58,040        8,095        247  

KTCS Corporation1

     350,280        188,561        1,019,787        11,401  

KTIS Corporation

     229,246        68,997        451,532        7,900  

Next connect PFV

     385,769        34,370        143        (12,449

Korea Telecom Japan Co., Ltd.1

     1,326        2,910        1,965        (126

Korea Telecom China Co., Ltd.

     661        22        681        10  

KT Dutch B.V.

     31,693        41        191        105  

Super iMax LLC

     4,150        4,528        4,845        (424

East Telecom LLC1

     16,590        14,263        15,087        2,639  

Korea Telecom America, Inc.

     4,218        832        7,554        350  

PT. KT Indonesia

     8        —          —          —    

KT Rwanda Networks Ltd.2

     144,129        162,801        15,150        (29,238

KT Belgium

     90,172        1        29        (43

KT ORS Belgium

     6,709        5        —          (46

KBTO sp.zo.o.

     1,364        217        202        (3,771

AOS Ltd.2

     14,018        4,952        6,300        (680

KT Hongkong Telecommunications Co., Ltd.

     3,616        2,143        9,990        351  

 

F-18


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

1

These companies are the intermediate controlling companies of other subsidiaries and the above financial information is from their consolidated financial statements.

2

At the end of the reporting period, convertible preferred stock issued by subsidiaries is included in liabilities.

 

2.

Significant Accounting Policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

 

  2.1

Basis of Preparation

The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

The preparation of the consolidated financial statements requires the use of certain critical accounting estimates. It also requires management to exercise judgment in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

 

  Correction

(“revision”) of prior financial statements

During the year 2018, the Group identified errors related to prior years in relation to the under-statement of revenue due to omission of data transferring from billing system to finance system. Pursuant to the guidance of Staff Accounting Bulletin (“SAB”) No. 99, “Materiality”, the Group evaluated the materiality of the misstatement quantitatively and qualitatively and has concluded that the amounts of misstatement were not material to its annual prior periods financial statements or trends of financial results. However, because of the significance of the cumulative out-of-period adjustment to the 2018 fiscal year, the financial statements for years prior to 2018 fiscal year have been revised in accordance with SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements”. See Note 43 for further details on the impact of the revision.

 

  2.2

Changes in Accounting Policy and Disclosures

(1) New and amended standards adopted by the Group

The Group has applied the following standards and amendments for the first time for their annual reporting period commencing January 1, 2018, and the application has following impacts on the consolidated financial statements.

- Amendments to IAS 28 Investments in Associates and Joint Ventures

When an investment in an associate or a joint venture is held by, or is held indirectly through, an entity that is a venture capital organization, or a mutual fund, unit trust and similar entities

 

F-19


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

including investment-linked insurance funds, the entity may elect to measure each investment separately at fair value through profit or loss in accordance with IFRS 9. The amendment does not have a significant impact on the financial statements because the Group is not a venture capital organization.

- Amendments to IAS 40 Transfers of Investment Property

The amendment to IAS 40 clarifies that a transfer to, or from, investment property, including property under construction, can only be made if there has been a change in use that is supported by evidence, and the list of evidence for a change of use in the standard was re-characterized as a non-exclusive list of example. The amendment does not have a significant impact on the financial statements.

- Amendments to IFRS 2 Share-based Payment

Amendments to IFRS 2 clarify accounting for a modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Amendments also clarify that the measurement approach should treat the terms and conditions of a cash-settled award in the same way as for an equity-settled award. The amendment does not have a significant impact on the financial statements.

- Enactment of IFRIC 22 Foreign Currency Transaction and Advance Consideration

According to the enactment, the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income (or part of it) is the date on which an entity initially recognizes the non-monetary asset or non-monetary liability arising from the payment or receipt of advance consideration. The enactment does not have a significant impact on the financial statements.

- IFRS 9 Financial Instruments

The Group has applied IFRS 9 Financial Instruments on January 1, 2018, the date of initial application. In accordance with the transitional provisions in IFRS 9, comparative figures have not been restated, and the differences between previous book amounts and book amounts at the date of initial application are recognized to retained earnings. See Note 41 for further details on the impact of the application of the standard.

- IFRS 15 Revenue from Contracts with Customers

The Group has applied IFRS 15 Revenue from Contracts with Customers. In accordance with the transition provisions in IFRS 15, comparative figures have not been restated. The Group elected the modified retrospective approach, and recognized the cumulative impact of initially applying the revenue standard as an adjustment to retained earnings as at January 1, 2018, the period of initial application. See Note 41 for further details on the impact of the application of the standard.

 

F-20


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(2) New standards and interpretations not yet adopted by the Group

Certain new accounting standards and interpretations that have been published that are not mandatory for annual reporting period commencing January 1, 2018 and have not been early adopted by the Group are set out below.

- Amendments to IFRS 16 Leases

IFRS 16 Leases issued on May 22, 2017 is effective for annual periods beginning on or after January 1, 2019, with early adoption permitted. This standard will replace IAS 17 Leases. The Group will apply the standards for annual periods beginning on or after January 1, 2019.

Under the new standard, with implementation of a single lease model, lessee is required to recognize assets and liabilities for all lease which lease term is over 12 months and underlying assets are not low value assets. A lessee is required to recognize a right-of-use asset and a lease liability representing its obligation to make lease payments.

The Group performed an impact assessment to identify potential financial effects of applying IFRS 16. The Group is analyzing the effects on the financial statements based on available information as at December 31, 2018 to identify effects on 2019 financial statements.

The Group will adopt IFRS 16 Leases effective January 1, 2019 using a modified retrospective method and will not restate comparative periods. The Group will carry forward the assessment of whether our contracts contain or are leases, classification of our leases and remaining lease terms. Based on the Group’s portfolio of leases as at December 31, 2018, approximately KRW 616,759 million of lease assets and liabilities will be recognized on the consolidated statement of financial position upon adoption. In the statement of cash flows, the repayment portion of the lease payments from existing operating leases will reduce net cash from/used in financing activities and no longer affect net cash from operating activities. Only the interest payments will remain in net cash from operating activities, the total of which will rise.

- Amendments to IFRS 9 Financial Instruments

The narrow-scope amendments made to IFRS 9 Financial Instruments enable entities to measure certain prepayable financial assets with negative compensation at amortized cost. When a modification of a financial liability measured at amortized cost that does not result in the derecognition, a modification gain or loss shall be recognized in profit or loss. These amendments will be applied for annual periods beginning on or after January 1, 2019, with early adoption permitted.

- Amendments to IAS 19 Employee Benefits

The amendments require that an entity shall calculate current service cost and net interest for the remainder of the reporting period after a plan amendment, curtailment or settlement based on updated actuarial assumptions from the date of the change. The amendments also require that a reduction in a surplus must be recognized in profit or loss even if that surplus was not previously recognized because of the impact of the asset ceiling. The amendments are effective for plan amendments, curtailments and settlements occurring in reporting periods that begin on or after January 1, 2019.

 

F-21


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

- Amendments to IAS 28 Investments in Associates and Joint Ventures

The amendments clarify that an entity shall apply IFRS 9 to financial instruments in an associate or joint venture to which the equity method is not applied. These include long-term interests that, in substance, form part of the entity’s net investment in an associate or joint venture. These amendments will be applied for annual periods beginning on or after January 1, 2019, with early adoption permitted. In accordance with the transitional provisions in IFRS 9, the restatement of the comparative information is not required and the cumulative effects of initially applying the amendments retrospectively should be recognized in the beginning balance of retained earnings (or other components of equity, as appropriate) at the date of initial application.

- Enactment to IFRIC 23 Uncertainty over Income Tax Treatments

The Interpretation explains how to recognize and measure deferred and current income tax assets and liabilities where there is uncertainty over a tax treatment, and includes guidance on how to determine whether each uncertain tax treatment is considered separately or together. It also presents examples of circumstances where a judgement or estimate is required to be reassessed. This Interpretation will be applied for annual periods beginning on or after January 1, 2019, and an entity can either restate the comparative financial statements retrospectively or recognize the cumulative effect of initially applying the Interpretation as an adjustment in the beginning balance at the date of initial application.

- Annual Improvements to IFRS 2015 – 2017 Cycle:

 

   

IFRS 3 Business Combination

The amendments clarify that when a party to a joint arrangement obtains control of a business that is a joint operation, and had rights to the assets and obligations for the liabilities relating to that joint operation immediately before the acquisition date, the transaction is a business combination achieved in stages. In such cases, the acquirer shall remeasure its entire previously held interest in the joint operation. These amendments will be applied to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2019, with early adoption permitted.

 

   

IFRS 11 Joint Agreements

The amendments clarify that when a party that participates in, but does not have joint control of, a joint operation might obtain joint control of the joint operation in which the activity of the joint operation constitutes a business. In such cases, previously held interests in the joint operation are not remeasured. These amendments will be applied to transactions in which an entity obtains joint control on or after the beginning of the first annual reporting period beginning on or after January 1, 2019, with early adoption permitted.

 

   

Paragraph 57A of IAS 12 Income Tax

The amendment is applied to all the income tax consequences of dividends and requires an entity to recognize the income tax consequences of dividends in profit or loss, other comprehensive income or equity according to where the entity originally recognized those past transactions or events. These amendments will be applied for annual reporting periods beginning on or after January 1, 2019, with early adoption permitted.

 

F-22


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

   

IAS 23 Borrowing Costs

The amendments clarify that if a specific borrowing remains outstanding after the related qualifying asset is ready for its intended use (or sale), it becomes part of general borrowings. These amendments will be applied to borrowing costs incurred on or after the beginning of the first annual reporting period beginning on or after January 1, 2019, with early adoption permitted.

 

  2.3

Consolidation

The Group has prepared the consolidated financial statements in accordance with IFRS 10 Consolidated Financial Statements.

(1) Subsidiaries

Subsidiaries are all entities (including special purpose entities (“SPEs”)) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

The acquisition method of accounting is used to account for business combinations by the Group. The consideration transferred is measured at the fair values of the assets transferred, and identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired entity’s net identifiable assets. All other non-controlling interests are measured at fair values, unless otherwise required by other standards. Acquisition-related costs are expensed as incurred.

The excess of consideration transferred, amount of any non-controlling interest in the acquired entity and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recoded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognized directly in the profit or loss as a bargain purchase.

Intercompany transactions, balances and unrealized gains on transactions between group companies are eliminated. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the Group.

(2) Changes in ownership interests in subsidiaries without change of control

Any difference between the amount of the adjustment to non-controlling interest that do not result in a loss of control and any consideration paid or received is recognized in a separate reserve within equity attributable to owners of the Controlling Group.

 

F-23


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(3) Disposal of subsidiaries

When the Group ceases to consolidate for a subsidiary because of a loss of control, any retained interest in the subsidiary is remeasured to its fair value with the change in carrying amount recognized in profit or loss.

(4) Associates

Associates are all entities over which the Group has significant influence, and investments in associates are initially recognized at acquisition cost using the equity method. Unrealized gains on transactions between the Group and its associates are eliminated to the extent of the Group’s interest in the associates. If there is any objective evidence that the investment in the associate is impaired, the Group recognizes the difference between the recoverable amount of the associate and its book amount as impairment loss.

(5) Joint arrangement

A joint arrangement, wherein two or more parties have joint control, is classified as either a joint operation or a joint venture. A joint operator recognizes its direct right to the assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred assets, liabilities, revenues and expenses. A joint venture has rights to the net assets relating to the joint venture and accounts for that investment using the equity method.

 

  2.4

Segment Reporting

Information of each operating segment is reported in a manner consistent with the business segment reporting provided to the chief operating decision-maker (Note 34). The chief operating decision-maker is responsible for allocating resources and assessing performance of the operating segments.

 

  2.5

Foreign Currency Translation

(1) Functional and presentation currency

Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which each entity operates (the “functional currency”). The consolidated financial statements are presented in Korean won, which is the Parent Company’s functional and presentation currency.

(2) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognized in profit or loss. They are deferred in other comprehensive income if they relate to qualifying cash flow hedges and qualifying effective portion of net investment hedges, or are attributable to monetary part of the net investment in a foreign operation.

Foreign exchange gains and losses are presented in the statement of profit or loss, within finance costs.

 

F-24


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognized in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as equity instruments at fair value through other comprehensive income are recognized in other comprehensive income.

(3) Translation to the presentation currency

The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

 

   

assets and liabilities for each statement of financial position presented are translated at the closing rate at the end of the reporting period,

 

   

income and expenses for each statement of profit or loss are translated at average exchange rates for the period,

 

   

equity is translated at the historical exchange rate, and

 

   

all resulting exchange differences are recognized in other comprehensive income.

 

  2.6

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, deposits held at call with banks, and other short-term highly liquid investments with original maturities of less than three months.

 

  2.7

Financial Assets

(1) Classification

From January 1, 2018, the Group classifies its financial assets in the following measurement categories:

 

   

those to be measured at fair value through profit or loss

 

   

those to be measured at fair value through other comprehensive income, and

 

   

those to be measured at amortized cost.

The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the cash flows.

For financial assets measured at fair value, gains and losses will either be recorded in profit or loss or other comprehensive income. For investments in debt instruments, this will depend on the business model in which the investment is held. The Group reclassifies debt investments when, and only when its business model for managing those assets changes.

For investments in equity instruments that are not held for trading, this will depend on whether the Group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income. Changes in fair value of the investments in equity instruments that are not accounted for as other comprehensive income are recognized in profit or loss.

 

F-25


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(2) Measurement

At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Hybrid (combined) contracts with embedded derivatives are considered in their entirety when determining whether their cash flows are solely payment of principal and interest.

A. Debt instruments

Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. The Group classifies its debt instruments into one of the following three measurement categories:

 

   

Amortized cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortized cost. A gain or loss on a debt investment that is subsequently measured at amortized cost and is not part of a hedging relationship is recognized in profit or loss when the asset is derecognized or impaired. Interest income from these financial assets is included in ‘finance income’ using the effective interest rate method.

 

   

Fair value through other comprehensive income: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at fair value through other comprehensive income. Movements in the carrying amount are taken through other comprehensive income, except for the recognition of impairment loss (and reversal of impairment loss), interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in other comprehensive income is reclassified from equity to profit or loss. Interest income from these financial assets is included in ‘finance income’ using the effective interest rate method. Foreign exchange gains and losses are presented in ‘finance income or finance costs’ and impairment loss in ‘finance costs or operating expenses’.

 

   

Fair value through profit or loss: Assets that do not meet the criteria for amortized cost or fair value through other comprehensive income are measured at fair value through profit or loss. A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss and is not part of a hedging relationship is recognized in profit or loss and presented net in the statement of profit or loss within ‘finance income or finance costs’ in the period in which it arises.

B. Equity instruments

The Group subsequently measures all equity investments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as ‘finance income’ when the Group’s right to receive payments is established.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Changes in the fair value of financial assets at fair value through profit or loss are recognized in ‘finance income or finance costs’ in the statement of profit or loss as applicable. Impairment loss (and reversal of impairment loss) on equity investments measured at fair value through other comprehensive income are not reported separately from other changes in fair value.

(3) Impairment

The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortized cost and fair value through other comprehensive income. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables and lease receivables, the Group applies the simplified approach, which requires expected lifetime credit losses to be recognized from initial recognition of the receivables.

(4) Recognition and Derecognition

Regular way purchases and sales of financial assets are recognized or derecognized on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

If a transfer does not result in derecognition because the Group has retained substantially all the risks and rewards of ownership of the transferred asset, the Group continues to recognize the transferred asset in its entirety and recognizes a financial liability for the consideration received.

(5) Offsetting of financial instruments

Financial assets and liabilities are offset and the net amount reported in the statements of financial position where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the assets and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty.

 

  2.8

Derivative Instruments

Derivatives are initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The accounting for subsequent changes in fair value depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group has hedge relationships and designates certain derivatives as:

 

   

hedges of a particular risk associated with the cash flows of recognized assets and liabilities and highly probable forecast transactions (cash flow hedges)

At inception of the hedge relationship, the Group documents the economic relationship between hedging instruments and hedged items including whether changes in the cash flows of the hedging instruments are expected to offset changes in the cash flows of hedged items.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

The fair values of derivative financial instruments designated in hedge relationships are disclosed in Note 37.

The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining maturity of the hedged item is more than 12 months; it is classified as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. A non-derivative financial asset and a non-derivative financial liability is classified as a current or non-current based on its expected maturity and its settlement, respectively.

The effective portion of changes in fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the cash flow hedge reserve within equity, and the ineffective portion is recognized in ‘finance income (costs)’.

Amounts of changes in fair value of effective hedging instruments accumulated in equity are recognized as ‘finance income (costs)’ for the periods when the corresponding transactions affect profit or loss.

When a hedging instrument expires, or is sold, terminated, exercised, or when a hedge no longer meets the criteria for hedge accounting, any accumulated cash flow hedge reserve at that time remains in equity until the forecast transaction occurs, resulting in the recognition of a non-financial asset such as inventory. When the forecast transaction is no longer expected to occur, the cash flow hedge reserve and deferred costs of hedging that were reported in equity are immediately reclassified to profit or loss.

 

  2.9

Trade Receivables

Trade receivables are recognized initially at fair value and subsequently measured at amortized cost using the effective interest method, less loss allowance. See Note 6 for further information about the Group’s accounting for trade receivables and Note 2.7 (3) for a description of the Group’s impairment policies.

 

  2.10

Inventories

Inventories are stated at the lower of cost and net realizable value. Cost is determined using the moving average method, except for inventories in-transit which is determined using the specific identification method.

 

  2.11

Non-current Assets (or Disposal Group) Held-for-sale

Non-current assets (or disposal group) are classified as held for sale when their carrying amount will be recovered principally through a sale transaction rather than through continuing use and a sale is considered highly probable. The assets are measured at the lower amount between their carrying amount and the fair value less costs to sell.

 

  2.12

Property and Equipment

Property and equipment are stated at historical cost less accumulated depreciation and accumulated impairment losses. Historical cost includes expenditures that is directly attributable to the acquisition of the items.

 

F-28


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Depreciation of all property, plant and equipment, except for land, is calculated using the straight-line method to allocate their cost, net of their residual values, over their estimated useful lives as follows:

 

     Estimated Useful Life

Buildings

   5 – 40 years

Structures

   5 – 40 years

Machinery and equipment

(Telecommunications equipment and others)

   2 – 40 years

Others

  

Vehicles

   4 – 6 years

Tools

   4 – 6 years

Office equipment

   2 – 6 years

The depreciation method, residual values and useful lives of property and equipment are reviewed at the end of each reporting period and, if appropriate, accounted for as changes in accounting estimates.

 

  2.13

Investment Property

Investment property is a property held to earn rentals or for capital appreciation. An investment property is measured initially at its cost. After recognition as an asset, investment property is carried at cost less accumulated depreciation and impairment losses. Investment property, except for land, is depreciated using the straight-line method over their useful lives from 10 to 40 years.

 

  2.14

Intangible Assets

(1) Goodwill

Goodwill is measured as explained in Note 2.3 (a) and goodwill arising from acquisition of subsidiaries and business are included in intangible assets. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Gains and losses on the disposal of subsidiaries and business include the carrying amount of goodwill relating to the subsidiaries and business sold.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the CGUs, or group of CGUs, that is expected to benefit from the synergies of the combination. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying amount of goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs to sell. Any impairment is recognized immediately as an expense and is not subsequently reversed.

(2) Intangible assets except goodwill

Intangible assets, except for goodwill, are initially recognized at its historical cost, and carried at cost less accumulated amortization and accumulated impairment losses. Membership rights (condominium membership and golf membership) that have an indefinite useful life are not subject to amortization because there is no foreseeable limit to the period over which the assets are

 

F-29


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

expected to be utilized. The Group amortizes intangible assets with a limited useful life using the straight-line method over the following periods:

 

     Estimated Useful Life

Development costs

   5 – 6 years

Software

   6 years

Industrial property rights

   5 – 50 years

Frequency usage rights

   5 – 10 years

Others1

   2 – 50 years

 

  1 

Membership rights (condominium membership and golf membership) and broadcast license included in others are classified as intangible assets with indefinite useful life.

 

  2.15

Borrowing Costs

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is required to complete and prepare the asset for its intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. Other borrowing costs are expensed in the period in which they are incurred.

 

  2.16

Government Grants

Grants from the government are recognized at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all attached conditions. Government grants related to assets are presented in the statement of financial position by setting up the grant as deferred income that is recognized in profit or loss on a systematic basis over the useful life of the asset. Grants related to income are presented as a credit in the statement of profit or loss within ‘other income’.

 

  2.17

Impairment of Non-Financial Assets

Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

 

  2.18

Trade and other payables

These amounts represent liabilities for goods and services provided to the Group prior to the end of reporting period which are unpaid. Trade and other payables are presented as current liabilities, unless payment is not due within 12 months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  2.19

Financial Liabilities

(1) Classification and measurement

The Group’s financial liabilities at fair value through profit or loss are financial instruments held for trading. A financial liability is held for trading if it is incurred principally for the purpose of repurchasing in the near term. Derivatives that are not designated as hedging instruments or derivatives separated from financial instruments containing embedded derivatives are also categorized as held for trading.

The Group classifies non-derivative financial liabilities, except for financial liabilities at fair value through profit or loss, financial guarantee contracts and financial liabilities that arise when a transfer of financial assets does not qualify for derecognition, as financial liabilities carried at amortized cost and present as ‘trade payables’, ‘borrowings’ and ‘other financial liabilities’ in the statement of financial position.

Preferred shares that require mandatory redemption at a particular date are classified as liabilities. Interest expenses on these preferred shares using the effective interest method are recognized in the statement of profit or loss as ‘finance costs’, together with interest expenses recognized from other financial liabilities.

(2) Derecognition

Financial liabilities are removed from the statement of financial position when it is extinguished; for example, when the obligation specified in the contract is discharged or cancelled or expired or when the terms of an existing financial liability are substantially modified. The difference between the carrying amount of a financial liability extinguished or transferred to another party and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

 

  2.20

Financial Guarantee Contracts

Financial guarantee contracts are recognized as a financial liability at the time the guarantee is issued. The liability is initially measured at fair value, subsequently at the higher of following and recognized in the statement of financial position within ‘other financial liabilities’.

 

   

the amount determined in accordance with the expected credit loss model under IFRS 9 Financial Instruments and

 

   

the amount initially recognized less, where appropriate, the cumulative amount of income recognized in accordance with IFRS 15 Revenue from Contracts with Customers

 

  2.21

Employee Benefits

(1) Post-employment benefits

The Group operates both defined contribution and defined benefit pension plans.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The contributions are recognized as employee benefit expenses when an employee has rendered service.

 

F-31


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

A defined benefit plan is a pension plan that is not a defined contribution plan. Generally, post-employment benefits are payable after the completion of employment, and the benefit amount depended on the employee’s age, periods of service or salary levels. The liability recognized in the statement of financial position in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms approximating to the terms of the related obligation. Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss as past service costs.

(2) Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits at the earlier of the following dates: when the entity can no longer withdraw the offer of those benefits or when the entity recognizes costs for a restructuring.

(3) Long-term employee benefits

Certain entities within the Group provide long-term employee benefits that are entitled to employees with service period for ten years and above. The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit pension plans. The Group recognizes service cost, net interest on other long-term employee benefits and remeasurements as profit or loss for the year. These liabilities are valued annually by an independent qualified actuary.

 

  2.22

Share-based payments

Equity-settled share-based payment is recognized at fair value of equity instruments granted, and employee benefit expense is recognized over the vesting period. At the end of each period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognizes the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

 

  2.23

Provisions

Provisions for service warranties, make good obligation, and legal claims are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present obligation at the end of the reporting period, and the increase in the provision due to the passage of time is recognized as interest expense.

 

F-32


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  2.24

Leases

(1) Lessee

A lease is an agreement, whereby the lessor conveys to the lessee, in return for a payment or series of payments, the right to use an asset for an agreed period of time. Leases where all the risks and rewards of ownership are not transferred to the Group are classified as operating leases. Lease payments under operating leases are recognized as expenses on a straight-line basis over the lease term.

Leases where the Group has substantially all the risks and rewards of ownership are classified as finance leases. Finance leases are capitalized as lease assets and liabilities at the lease’s inception at the fair value of the leased property or, if lower, the present value of the minimum lease payments.

(2) Lessor

A lease is classified as a finance lease if it transfers substantially all the risks and rewards incidental to ownership at the inception of the lease. A lease other than a finance lease is classified as an operating lease. Lease income from operating leases is recognized in income on a straight-line basis over the lease term. Initial direct costs incurred by the lessor in negotiating and arranging an operating lease is added to the carrying amount of the leased asset and recognized as an expense over the lease term on the same basis as the lease income.

 

  2.25

Share Capital

The Group classifies ordinary shares as equity.

Where the Controlling Company purchases its own shares, the consideration paid, including any directly attributable incremental costs, is deducted from equity until the share are cancelled or reissued. When these treasury shares are reissued, any consideration received is including in equity attributable to the equity holders of the Controlling Company.

 

  2.26

Revenue Recognition

In May 2014, the IASB issued IFRS 15, which replaced IAS 18. This standard is applicable to years beginning on or after January 1, 2018. The Group adopted IFRS 15 retrospectively, with the cumulative effects of the initial application being recognized on the date of the initial application, on January 1, 2018. Accordingly, as provided for in this standard, the Group recorded the cumulative effect as at the date of the initial application of the standard as an adjustment to the initial balance in the retained earnings. In accordance with this transition method, the entity applied this pronouncement retrospectively only for contracts that are still in force as at the date of the initial application.

(1) Identification of contracts

The Group performed a comprehensive review of the commercial offers in force, in order to identify the principal contractual clauses and other contractual elements that may be significant regarding the adoption of the new accounting standard.

 

F-33


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(2) Identifying performance obligations

With the application of IFRS 15, the Group identifies performance obligations with a customer such as mobile and fixed-line service, Media and content services, financial services and sale of goods. Accordingly, the Group will recognize revenue when, or to the extent that, it satisfies the performance obligations by transferring the goods or services that were promised to the customer.

Mobile and fixed-line service

Telecommunication service revenues include mobile and fixed-line(e.g., fixed-line and VoIP telephone, broadband internet access services and data communication services). These services represent a series of distinct services that is considered a separate performance obligation. Service revenue is recognized when services are provided, based upon either usage (e.g., minutes of traffic/bytes of data processed) or period of time (e.g., monthly service fees).

Media and content services

Revenue from media and content services primarily consists of installation fees and basic monthly charges of IPTV and satellite TV services, as well as revenue from digital content distribution, digital music streaming and downloading.

Media and contents services revenue are recognized when services are provided, based upon either usage or period of time.

Financial services

Financial services primarily include commissions for merchant fees paid by merchants to credit card companies for processing transactions. Revenue from the commission is recognized when the service obligation is performed.

Sale of goods

Revenue from sale of goods, primarily handsets related to our mobile services is recognized when a performance obligation is satisfied by transferring promised goods to customers.

(3) Allocation the transaction price and Revenue recognition

With the application of IFRS 15, the Group allocates the transaction price to each performance obligation identified in the contract based on a relative stand-alone selling prices of the goods or services being provided to the customer.

The Group verified the existence of two main performance obligations: (i) telecommunication services; and (ii) selling handsets.

To allocate the transaction price to each performance obligation on a relative stand-alone price basis, the Group determines the stand-alone selling price at contract inception of the distinct good or service underlying each performance obligation in the contract and allocate the transaction price in proportion to those stand-alone selling price. The standalone selling price is the price at which the Group would sell a promised good or service separately to the customer. The best evidence of a stand-alone selling price is the observable price of a good or service when the

 

F-34


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Group sells that good or service separately in similar circumstances and to similar customers. The Group recognizes the allocated amount as contract assets or contract liabilities, and amortizes it through the remaining period which is adjusted in operating income.

The adoption of the new revenue standard in some cases resulted in the early recognition of revenue from the sale of handsets, which are usually recognized upon the transfer of control to the customer, basically due to the allocation of discounts between the performance obligations arising from the sale of plans that include mobile services as well as handsets. The difference between the carrying value of sales of handsets, and the amount received from the customer is recorded as a contractual asset and/or liability at the beginning of the contract. Revenue from telecommunication services, in turn, will be recognized in the statement of income based on the allocation of the transaction price, and to the extent that services are being provided to customers in monthly basis.

(4) Incremental contract acquisition costs

The Group pays the commission fees to authorized dealers when new customer subscribe for telecommunication services. The incremental contract acquisition costs are those commission fess that the Group incurs to acquire a contract with a customer that it would not have incurred if the contract had not been acquired. According to IFRS 15, the Group recognizes as an asset the incremental contract acquisition costs and amortize it over the expected period of benefit. However, as a practical expedient, the Group may recognize the incremental contract acquisition costs as an expense when incurred if the amortization period of the asset is one year or less.

 

  2.27

Current and Deferred Income Tax

The tax expense for the period consists of current and deferred tax. Current and deferred tax is recognized in profit or loss, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The tax expense is measured at the amount expected to be paid to the taxation authorities, using the tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Management periodically evaluates tax policies that are applied in tax returns in which applicable tax regulation is subject to interpretation. The Group recognizes current income tax on the basis of the amount expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss.

Deferred tax assets are recognized only if it is probable that future taxable amount will be available to utilize those temporary differences and losses.

The Group recognizes a deferred tax liability all taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint arrangements, except to the extent that the Group is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. In addition, The Group recognizes a deferred tax asset for all deductible temporary differences arising from such

 

F-35


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

investments to the extent that it is probable the temporary difference will reverse in the foreseeable future and taxable profit will be available against which the temporary difference can be utilized.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis.

The Group adopts the consolidated corporate tax return and calculates income tax expenses and income tax liabilities of the Group based on systematic and reasonable methods.

 

  2.28

Dividend

Dividend distribution to the Group’s shareholders is recognized as a liability in the financial statements in the period in which the dividends are approved by the Group’s shareholders.

 

  2.29

Approval of the Financial Statements

The consolidated financial statements 2018 were approved for issue by the Board of Directors on March 29, 2019.

 

3.

Critical Accounting Estimates and Assumptions

The preparation of financial statements requires the Group to make estimates and assumptions concerning the future. Management also needs to exercise judgement in applying the Group’s accounting policies. Estimates and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. As the resulting accounting estimates will, by definition, seldom equal the related actual results, it can contain a significant risk of causing a material adjustment.

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below. Additional information of significant judgement and assumptions of certain items are included in relevant notes.

 

  3.1

Estimated Goodwill Impairment

The Group tests whether goodwill has suffered any impairment on an annual basis. The recoverable amount of cash-generating units (CGUs) is determined based on value-in-use calculations (Note 13).

 

  3.2

Income Taxes

If certain portion of the taxable income is not used for investments or increase in wages or dividends in accordance with the Tax System For Recirculation of Corporate Income, the Group is liable to pay additional income tax calculated based on the tax laws. Accordingly, the measurement of current and deferred income tax is affected by the tax effects from the new tax system. As the Group’s income tax is dependent on the investments, increase in wages and dividends, there is an uncertainty measuring the final tax effects.

 

F-36


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  3.3

Fair Value of Derivatives and Financial Instruments

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. The Group uses its judgment to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period (Note 37).

 

  3.4

Impairment of Financial Assets

The provision for impairment for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation based on the Group’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

 

  3.5

Net Defined Benefit Liability

The present value of net defined benefit liability depends on a number of factors that are determined on an actuarial basis using a number of assumptions including the discount rate (Note 18).

 

  3.6

Amortization of Contract Assets, Contract Liabilities and Contract Cost Assets

Contract assets, contract liabilities and contract cost assets recognized under the application of IFRS 15 are amortized over the expected periods of customer relationships which are from 20 months to 34 months. The estimate of the expected terms of customer relationship is based on the historical data. If management’s estimate changes, it may cause significant differences in the timing of revenue recognition and amounts recognized.

 

  3.7

Provisions

As described in Note 17, the Group records provisions for litigation and assets retirement obligations at the end of the reporting period. The provisions are estimated based on the factors such as the historical experiences.

 

  3.8

Useful Lives of Property and Equipment and Investment Property

The property and equipment, intangible assets, and investment properties, excluding land, goodwill, condominium memberships, golf club memberships and broadcast license, are depreciated using the straight-line method over their useful lives. The estimated useful lives are determined based on expected usage of the assets and the estimates can be materially affected by technical changes and other factors. The Group will increase depreciation expenses if the useful lives are considered shorter than the previously estimated useful lives.

 

F-37


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

4.

Financial Instruments by Category

Financial instruments by category as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017  
Financial assets   

Loans

and

receivables

    

Assets at fair
value through
profit

and loss

     Derivatives
used for
hedge
    

Available-

for-sale

    

Held-to-

Maturity

     Total  

Cash and cash equivalents

   1,928,182      —        —        —        —        1,928,182  

Trade and other receivables

     6,793,397        —          —          —          —          6,793,397  

Other financial assets

     1,333,317        5,813        7,389        380,953        151        1,727,623  

 

(In millions of Korean won)    December 31, 2017  
Financial liabilities    Liabilities at
fair value
through profit
and loss
    

Derivatives

used for
hedge

     Financial
liabilities at
amortized cost
     Total  

Trade and other payables

   —        —        8,427,457      8,427,457  

Borrowings

     —          —          6,683,662        6,683,662  

Other financial liabilities

     5,051        93,770        87,670        186,491  

 

(In millions of Korean won)    December 31, 2018  
Financial assets    Financial
assets at
amortized
cost
     Financial
assets at
fair value
through
profit or
loss
     Financial
assets at fair
value through
other
comprehensive
income
     Derivatives
used for
hedging
     Total  

Cash and cash equivalents

   2,703,422      —        —        —        2,703,422  

Trade and other receivables

     5,425,996        —          1,097,348        —          6,523,344  

Other financial assets

     484,271        777,685        326,157        29,843        1,617,956  

 

(In millions of Korean won)   December 31, 2018  
Financial liabilities   Financial
liabilities at
amortized
cost
    Financial
liabilities at
fair values
through profit
and loss
    Derivatives
used for
hedging
    Total  

Trade and other payables

  8,521,379     —       —       8,521,379  

Borrowings

    6,648,293       —         —         6,648,293  

Other financial liabilities

    99,330       7,758       57,308       164,396  

Gains or losses arising from financial instruments by category for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016     2017     2018  

Financial assets at amortized cost

      

Interest income1

   129,813     108,608     93,233  

Gain(loss) on foreign currency transaction4

     (7,493     (11,949     19,396  

Gain(loss) on foreign currency translation

     3,083       (12,354     (2,901

Gain(loss) on disposal

     (15,838     (20,351     44  

Loss on valuation

     (92,589     (44,219     (110,544

Financial assets at fair value through profit or loss

      

Interest income1

     —         —         9,194  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    2016     2017     2018  

Dividend income

     —         —         1,207  

Gain on valuation

     —         —         10,768  

Gain on disposal

     —         —         1,713  

Financial assets at fair value through other comprehensive income

      

Interest income1

     —         —         163,390  

Dividend income

     —         —         1,704  

Impairment loss

     —         —         (2,416

Loss on disposal

     —         —         (13,818

Other comprehensive income for the year2

     —         —         43,811  

Assets at fair value through profit or loss

      

Dividend income

     —         1       —    

Gain on disposal

     186       153       —    

Loss on valuation

     (7,184     (464     —    

Derivatives used for hedging

      

Gain(loss) on transaction

     —         (58,569     7,272  

Gain(loss) on valuation

     109,436       (63,640     22,065  

Other comprehensive income for the year2

     60,501       (44,429     20,078  

Reclassified to profit or loss from other comprehensive income for the year2,3

     (71,915     50,231       (15,891

Available-for-sale

      

Interest income1

     40       453       —    

Dividend income

     3,926       5,174       —    

Gain on disposal

     22,695       89,598       —    

Impairment loss

     (966     (6,137     —    

Other comprehensive income for the year2

     10,925       51,235       —    

Reclassified to profit or loss from other comprehensive income for the year2

     (3,840     (55,450     —    

Held-to-Maturity

      

Interest income1,4

     213       —         —    

Financial liabilities at fair value through profit or loss

      

Loss on disposal

     (632     —         —    

Gain(loss) on valuation

     33       (3,078     (2,708

Derivatives used for hedging

      

Gain on transactions

     8,329       —         20,678  

Loss on valuation

     (138     (145,885     42,195  

Other comprehensive income for the year2

     4,295       (66,624     (2,810

Reclassified to profit or loss from other comprehensive income for the year2,3

     (3,956     91,698       (28,388

Financial liabilities at amortized cost

      

Interest expense1

     (337,219     (302,464     (296,894

Gain(loss) on repayment

     —         —         (15

Gain(loss) foreign currency transaction4

     (7,518     62,347       (30,956

Gain(loss) foreign currency translation

     (112,864     225,695       (66,050

Total

   (308,677   (150,420   (116,643

 

1

BC Card, a subsidiary of the Group, recognized interest income as operating revenue. Interest income recognized as operating revenue is 21,021 million (2016: 14,380 million, 2017: 15,561 million) for the year ended December 31, 2018.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

2

The amounts directly reflected in equity after adjustments of deferred income tax.

3

During the year, certain derivatives of the Group were settled and the related gain or loss on valuation of cash flow hedge in other comprehensive income was reclassified to profit or loss for the year.

4

BC Card recognized gain/loss on foreign currency transaction as operating income and expenses. During the year, related gain/loss on foreign currency transaction recognized as operating income and expense is 20,422 million (2016: (-) 1,987 million, 2017: 11,049 million).

 

5.

Cash and Cash Equivalents

Restricted cash and cash equivalents as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    Type    December 31,
2017
   December 31,
2018
   Description

Restricted cash and

cash equivalents

   Restricted deposit    16,837    23,970    Deposit restricted for governmental project and others

Cash and cash equivalents in the statement of financial position equal to cash and cash equivalents in the statement of cash flows.

 

6.

Trade and Other Receivables

Trade and other receivables as at December 31, 2017 and 2018 are as follows:

 

     December 31, 2017  
(In millions of Korean won)    Total amounts      Allowance for
doubtful accounts
    

Present

value discount

    

Carrying

amount

 

Current assets

           

Trade receivables

   3,405,947      (438,817    (7,508    2,959,622  

Other receivables

     3,071,532        (66,402      (187      3,004,943  
  

 

 

    

 

 

    

 

 

    

 

 

 
   6,477,479      (505,219    (7,695    5,964,565  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-current assets

           

Trade receivables

   366,108      (610    (12,803    352,695  

Other receivables

     522,458        (17,970      (28,351      476,137  
  

 

 

    

 

 

    

 

 

    

 

 

 
   888,566      (18,580    (41,154    828,832  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2018  
(In millions of Korean won)    Total amounts     

Expected
credit losses

    

Present

value discount

    

Carrying

amount

 

Current assets

           

Trade receivables

   3,422,086      (357,548    (9,873    3,054,665  

Other receivables

     2,700,792        (74,948      (160      2,625,684  
  

 

 

    

 

 

    

 

 

    

 

 

 
   6,122,878      (432,496    (10,033    5,680,349  
  

 

 

    

 

 

    

 

 

    

 

 

 

Non-current assets

           

Trade receivables

   402,027      (2,376    (17,970    381,681  

Other receivables

     506,061        (18,874      (25,873      461,314  
  

 

 

    

 

 

    

 

 

    

 

 

 
   908,088      (21,250    (43,843    842,995  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

The fair values of trade and other receivables with original maturities less than one year equal to their carrying amounts because the discounting effect is immaterial. The fair value of trade and other receivables with original maturities longer than one year, which are mainly from sales of goods, is determined discounting the expected future cash flow at the weighted average interest rate.

Details of changes in allowance for doubtful accounts the years ended December 31, 2016, 2017 and 2018, are as follows:

 

    2016     2017     2018  
(In millions of Korean won)   Trade
receivables
    Other
receivables
    Trade
receivables
    Other
receivables
    Trade
receivables
    Other
receivables
 

Beginning balance

  468,741     250,842     470,871     141,616     439,427     84,372  

Provision

    84,975       7,736       38,888       5,809       91,282       21,783  

Reversal or written-off

    (80,518     (108,638     (70,121     (61,220     (170,597     (14,520

Changes in the scope of consolidation

    215       56       (107     (35     —         —    

Others

    (2,542     (8,380     (104     (1,798     (188     2,187  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

  470,871     141,616     439,427     84,372     359,924     93,822  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Provisions for impairment on trade and other receivables are recognized as operating expenses and finance costs.

Details of other receivables as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017     December 31, 2018  

Loans

   84,682     88,476  

Receivables1

     3,000,849       2,612,753  

Accrued income

     12,186       10,171  

Refundable deposits

     391,458       370,481  

Loans receivable

     34,273       54,952  

Finance lease receivables

     20,526       22,230  

Others

     21,478       21,757  

Less: Allowance for doubtful accounts

     (84,372     (93,822
  

 

 

   

 

 

 
   3,481,080     3,086,998  
  

 

 

   

 

 

 

 

1

The settlement receivables of BC Card Co., Ltd. of 1,895,575 million (2017: 2,262,829 million) are included.

The maximum exposure of trade and other receivables to credit risk is the carrying amount of each class of receivables mentioned above as at December 31, 2018.

A portion of the trade receivables is classified as financial assets at fair value through other comprehensive income considering the trade receivables business model for managing the asset and the cash flow characteristics of the contract.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

7.

Other Financial Assets and Liabilities

Details of other financial assets and liabilities as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31,
2017
     December 31,
2018
 

Other financial assets

     

Financial assets at amortized cost1,2

   1,333,368      484,271  

Financial assets at fair value through profit or loss1,2,3

     5,913        777,685  

Financial assets at fair value through other comprehensive income2

     —          326,157  

Available-for-sale financial assets

     380,953        —    

Derivative used for hedging

     7,389        29,843  

Less: Non-current

     (754,992      (623,176
  

 

 

    

 

 

 

Current

   972,631      994,780  
  

 

 

    

 

 

 

Other financial liabilities

     

Financial liabilities at amortized cost

   87,669      99,330  

Financial liabilities at fair value through profit or loss

     5,051        7,758  

Derivatives used for hedging

     93,771        57,308  

Less: Non-current

     (149,267      (163,454
  

 

 

    

 

 

 

Current

   37,224      942  
  

 

 

    

 

 

 

 

1

As at December 31, 2018, the Group’s financial assets amounting to 60,978 million (2017: 59,660 million), which consist of checking account deposits, deposits for Win-win Growth Cooperative loans and payment guarantee, are subject to withdrawal restrictions.

2

In the prior year, a portion of the equity instruments was classified as available-for-sale financial assets and held-to-maturity financial assets

3

As at December 31, 2018, MMW(Money Market Wrap) and MMT(Money Market Trust) amounting to 610,862 million is included in other financial assets.

Details of financial assets at fair value through profit or loss as at December 31, 2018 are as follows:

 

(In millions of Korean won)    December 31, 2018  

Equity Instruments (Listed)

     121  

Equity Instruments (Unlisted)

     62,911  

Debt securities

     714,653  
  

 

 

 

Total

     777,685  

Less: non-current

     (269,148
  

 

 

 

Current

   508,537  
  

 

 

 

The maximum exposure of debt instruments of financial assets recognized at fair value through profit or loss to credit risk is carrying amount as at December 31, 2018.

Investment in Korea Software Financial Cooperative amounting to 1,136 million is provided as collateral.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

94,531 million of available-for-sales was classified as financial assets at fair value through profit or loss in the prior year.

Details of financial asset at fair value through other comprehensive income as at December 31, 2018 are as follows:

 

(In millions of Korean won)    December 31,
2018
 

Equity Instruments (Listed)

   8,861  

Equity Instruments (Unlisted)

     310,387  

Debt securities

     6,909  
  

 

 

 

Total

     326,157  

Less: non-current

     (326,157
  

 

 

 

Current

   —    
  

 

 

 

257,819 million of available-for-sales was classified as financial assets at fair value through other comprehensive income in the prior year.

Upon disposal of these equity investments, any balance within the accumulated other comprehensive income for these equity investments is not classified to profit or loss, but to retained earnings. Upon disposal of debt investments, remaining balance of the accumulated other comprehensive income of debt instruments is reclassified to profit or loss

Derivatives used for hedge as at December 31, 2017 and 2018, are as follows:

 

     December 31, 2017     December 31, 2018  
(In millions of Korean won)    Assets     Liabilities     Assets     Liabilities  

Interest rate swap1

   —       2,633     —       599  

Currency swap2

     7,389       81,300       29,843       54,074  

Currency forwards3

     —         9,838       —         2,635  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

     7,389       93,771       29,843       57,308  

Less: non-current

     (4,675     (56,547     (4,732     (56,366
  

 

 

   

 

 

   

 

 

   

 

 

 

Current

   2,714     37,224     25,111     942  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

1

The interest rate swap contract is to hedge the risk of variability in future fair value of the bond.

2

The currency swap contract is to hedge the risk of variability in cash flow from the bond. In applying the cash flow hedge accounting, the Group hedges its exposures to cash flow fluctuation until September 7, 2034.

3

The currency forward contract is to hedge the risk of variability in cash flow from transactions in foreign currencies due to changes in foreign exchange rate.

The full value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and, as a current asset or liability, if the maturity of the hedged item is less than 12 months.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

The valuation gains and losses on the derivatives contracts for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of
Korean won)
  2016     2017     2018  
Type of
Transaction
 

Valuation

gain

   

Valuation

loss

   

Other

comprehensive

income1

   

Valuation

gain

   

Valuation

loss

   

Other

comprehensive

income1

   

Valuation

gain

   

Valuation

loss

   

Other

comprehensive

income1

 

Interest rate swap

  —       148     (142)     38     —       637     192     —       (488)  

Currency swap

    97,158       (10     85,479       19       187,468       (146,752     58,912       2,045       22,139  

Currency forwards

    12,278       —         146       —         22,114       (393     7,201       —         —    
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  109,436     138     85,483     57     209,582     (146,508)     66,305     2,045     21,651  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1

The amounts before adjustments of deferred income tax directly reflected in equity and allocation to the non-controlling interest.

The ineffective portion recognized in profit or loss on the cash flow hedge is valuation gain of 263 million for the current period (2016: valuation gain of 1,637 million, 2017: valuation loss of 1,961 million).

Details of financial liabilities at fair value through profit or loss as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017      December 31, 2018  

Financial liabilities at fair value through profit or loss

     

Derivative liabilities held for trading

   5,051      7,758  

The valuation gain and loss on financial liabilities at fair value through profit or loss for the years ended December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2017      2018  
    

Valuation

gain

    

Valuation

loss

    

Valuation

gain

    

Valuation

loss

 

Derivative liabilities held for trading

   —        3,078      —        2,707  

 

8.

Inventories

Inventories as at December 31, 2017 and 2018, are as follows:

 

    December 31, 2017     December 31, 2018  
(In millions of Korean won)   Acquisition
cost
    Valuation
allowance
   

Book

amount

   

Acquisition

cost

   

Valuation

allowance

   

Book

amount

 

Merchandise

  504,321     (58,293   446,028     794,020     (113,581   680,439  

Others

    195,999       —         195,999       394,195       —         394,195  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  700,320     (58,293   642,027     1,188,215     (113,581   1,074,634  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Cost of inventories recognized as expenses for year ended December 31, 2018, amounts to 3,926,199 million (2016: 3,589,809 million, 2017: 3,855,089 million) and valuation loss on inventory recognized amounts to 55,288 million for year ended December 31, 2018 (2016: reversal of valuation allowance of 20,223 million, 2017: valuation loss on inventory amounts to 11,165 million,).

 

F-44


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

9.

Other Assets and Liabilities

Other assets and liabilities as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017      December 31, 2018  

Other assets

     

Advance payments

   164,950      162,784  

Prepaid expenses1

     241,078        1,667,372  

Contract assets1

     —          398,797  

Others

     5,997        4,490  

Less: Non-current

     (107,165      (545,895
  

 

 

    

 

 

 

Current

   304,860      1,687,548  
  

 

 

    

 

 

 

Other liabilities

     

Advances received

   375,792      518,914  

Withholdings

     85,142        89,403  

Unearned revenue

     23,036        39,528  

Contract liabilities1

     —          347,462  

Others

     11,628        24,908  

Less: Non-current

     (237,284      (423,626
  

 

 

    

 

 

 

Current

   258,314      596,589  
  

 

 

    

 

 

 

 

1

As explained in Note 2, amounts include adjustments arising from adoption of IFRS 15(notes 26 and 41)

 

10.

Assets Held for Sale

The Group decided to sell total shares of PT Mitra Transksi Indonesia, investments in associates, with the approval of the Board of Directors and shareholders. At the end of the reporting period, the associated asset amounting to 13,035 million is presented as held for sale. After classifying the asset as held for sale, share of net profit or loss from the associate is not recognized.

 

F-45


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

11.

Property and Equipment

Changes in property and equipment for the years ended December 31, 2017 and 2018, are as follows:

 

    2017  
(In millions of Korean won)   Land     Buildings
and
structures
    Machinery
and
equipment
    Others     Construction-
in-progress
    Total  

Acquisition cost

  1,309,084     3,729,228     35,106,184     1,895,332     1,093,941     43,133,769  

Less: Accumulated depreciation (including accumulated impairment loss and others)

    (132     (1,604,496     (25,845,999     (1,370,409     (622     (28,821,658
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

    1,308,952       2,124,732       9,260,185       524,923       1,093,319       14,312,111  

Acquisition and capital expenditure

    1,948       120       237,218       129,464       2,262,681       2,631,431  

Disposal and termination

    (4,656     (4,022     (176,085     (8,242     (3,133     (196,138

Depreciation

    —         (135,242     (2,469,459     (150,535     —         (2,755,236

Impairment

    —         —         (9,256     (1     (28     (9,285

Transfer in (out)

    26,764       25,305       2,227,808       10,344       (2,600,908     (310,687

Exclusion from scope of consolidation

    —         (19     (772     (120     (34     (945

Transfer from(to) investment properties

    (64,449     1,793       —         1,184       —         (61,472

Others

    98       (245     (8,830     (179     (38,304     (47,460
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

  1,268,657     2,012,422     9,060,809     506,838     713,593     13,562,319  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

  1,268,789     3,750,861     35,971,877     1,920,571     714,706     43,626,804  

Less: Accumulated depreciation (including accumulated impairment loss and others)

    (132     (1,738,439     (26,911,068     (1,413,733     (1,113     (30,064,485

 

    2018  
(In millions of Korean won)   Land     Buildings
and
structures
    Machinery
and
equipment
    Others     Construction-
in-progress
    Total  

Acquisition cost

  1,268,789     3,750,861     35,971,877     1,920,571     714,706     43,626,804  

Less: Accumulated depreciation (including accumulated
impairment loss and others)

    (132     (1,738,439     (26,911,068     (1,413,733     (1,113     (30,064,485
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

    1,268,657       2,012,422       9,060,809       506,838       713,593       13,562,319  

Acquisition and capital expenditure

    9,897       1,728       137,088       101,832       2,037,085       2,287,630  

Disposal and termination

    (3,718     (2,640     (113,266     (4,336     (582     (124,542

Depreciation

    —         (132,353     (2,398,782     (159,625     —         (2,690,760

Impairment

    —         (5,551     (1,237     (8,935     (170     (15,893

Transfer in (out)

    7,663       127,052       1,767,878       9,525       (1,911,094     1,024  

Inclusion in scope of consolidation

    —         44       4,228       2,526       —         6,798  

Transfer from(to) investment properties

    (3,080     5,366       —         37,077       —         39,363  

Others

    1,768       1,617       18,298       (6,521     (12,844     2,318  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

  1,281,187     2,007,685     8,475,016     478,381     825,988     13,068,257  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

  1,281,319     3,873,074     36,327,007     1,981,646     826,583     44,289,629  

Less: Accumulated depreciation (including accumulated impairment loss and others)

    (132     (1,865,389     (27,851,991     (1,503,265     (595     (31,221,372

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Details of property and equipment provided as collateral as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017
     Carrying
amount
     Secured
amount
     Related
line item
     Related
amount
     Secured party

Land and Buildings

   13,115      15,995        Borrowings      2,730      Standard
Chartered
Bank,

Korea
Development
Bank

Others

     53,757        38,570           16,071      Shinhan Bank

 

(In millions of Korean won)    December 31, 2018
     Carrying
amount
     Secured
amount
     Related
line item
     Related
amount
     Secured party

Land and Buildings

   13,163      15,113        Borrowings      7,878      Standard
Chartered
Bank,

Korea
Development
Bank

Others

     50,278        40,252           10,063      Shinhan Bank

The borrowing costs capitalized for qualifying assets amount to 7,329 million (2017: 8,473) in 2018. The interest rate applied to calculate the capitalized borrowing costs in 2018 is 3.22% (2017: 3.37% to 3.54%).

 

12.

Investment Properties

Changes in investment properties for the years ended December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2017  
   Land     Buildings     Construction-
in-progress
    Total  

Acquisition cost

   302,750     1,119,885     78,765     1,501,400  

Less: Accumulated depreciation

     —         (353,356     —         (353,356
  

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

     302,750       766,529       78,765       1,148,044  

Acquisition

     —         775       48,075       48,850  

Disposal and termination

     (3,493     (6,434     —         (9,927

Depreciation

     —         (47,295     —         (47,295

Transfer from(to) property and equipment

     64,449       (1,793     (1,184     61,472  

Transfer and others

     (6,916     80,986       (85,683     (11,613
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

   356,790     792,768     39,973     1,189,531  
  

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

   358,358     1,191,687     39,973     1,590,018  

Less: Accumulated depreciation (including accumulated impairment loss and others)

     (1,568     (398,919     —         (400,487

 

F-47


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    2018  
   Land     Buildings     Construction-
in-progress
    Total  

Acquisition cost

   358,358     1,191,687     39,973     1,590,018  

Less: Accumulated depreciation

     (1,568     (398,919     —         (400,487
  

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

     356,790       792,768       39,973       1,189,531  

Acquisition

     1,111       7       74,145       75,263  

Disposal and termination

     (4,729     (10,238     —         (14,967

Depreciation

     —         (44,653     —         (44,653

Transfer from(to) property and equipment

     3,080       (5,366     (37,077     (39,363

Transfer and others

     (7,404     9,597       (76,920     (74,727
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

   348,848     742,115     121     1,091,084  
  

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

   350,417     1,168,379     121     1,518,917  

Less: Accumulated depreciation (including accumulated impairment loss and others)

     (1,569     (426,264     —         (427,833

The fair value of investment properties is 1,821,061 million as at December 31, 2018 (2017: 1,755,600 million). The fair value of investment properties is estimated based on the expected cash flow.

Rental income from investment properties is 207,795 million in 2018 (2017: 205,993 million) and direct operating expenses (including repairs and maintenance) arising from investment properties that generated rental income during the period are recognized as operating expenses.

Details of investment properties provided as collateral as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017  
     Carrying
amount
     Secured
amount
     Related
account
   Related
amount
 

Land and Buildings

   583,778      74,963      Deposits    63,923  

Land and Buildings

   7,897      7,905      Borrowings    5,270  

 

(In millions of Korean won)    December 31, 2018  
     Carrying
amount
     Secured
amount
     Related
account
   Related
amount
 

Land and Buildings

   548,567      66,551      Deposits    59,492  

Land and Buildings

   5,292      3,987      Borrowings    3,322  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

13.

Intangible Assets

Changes in intangible assets for the years ended December 31, 2017 and 2018, are as follows:

 

    2017  
(In millions of Korean won)   Goodwill     Development
costs1
    Software    

Frequency

usage rights

    Others     Total  

Acquisition cost

    492,105       1,483,205       838,532       2,531,654       1,154,993       6,500,489  

Less: Accumulated amortization (including accumulated impairment loss and others)

    (238,619     (1,148,529     (641,394     (854,365     (594,779     (3,477,686
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

  253,486     334,676     197,138     1,677,289     560,214     3,022,803  

Acquisition and capital expenditure

    —         247,863       60,475       —         78,373       386,711  

Disposal and termination

    —         (14,806     (548     —         (11,859     (27,213

Amortization

    —         (151,718     (73,174     (311,146     (99,112     (635,150

Impairment

    (84,606     —         (3     —         (31,486     (116,095

Exclusion in scope of consolidation

    —         (332     (3,216     —         (1,374     (4,922

Others

    —         2,876       9,569       (1,201     (4,674     6,570  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

  168,880     418,559     190,241     1,364,942     490,081     2,632,704  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

    474,908       1,643,886       893,500       2,530,341       1,171,378       6,714,014  

Less; Accumulated amortization (including accumulated impairment loss and others)

    (306,028     (1,225,327     (703,259     (1,165,399     (681,297     (4,081,310

 

1

The Group’s development costs mainly consist of acquisition costs to develop a combined billing system and an information management system.

 

    2018  
(In millions of Korean won)   Goodwill     Development
costs
    Software    

Frequency

usage rights

    Others     Total  

Acquisition cost

    474,908       1,643,886       893,500       2,530,341       1,171,378       6,714,013  

Less: Accumulated amortization (including accumulated impairment loss and others)

    (306,028     (1,225,327     (703,259     (1,165,399     (681,297     (4,081,310
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Beginning, net

  168,880     418,559     190,241     1,364,942     490,081     2,632,703  

Acquisition and capital expenditure

    —         56,670       29,800       1,110,865       133,837       1,331,172  

Disposal and termination

    —         (3,436     (736     (558     (10,687     (15,417

Amortization

    —         (147,304     (72,185     (318,815     (91,222     (629,526

Impairment

    (518     —         (222     —         (12,256     (12,996

Inclusion in scope of consolidation

    67,696       —         2,073       —         23,950       93,719  

Others

    —         10,621       16,973       66       (20,192     7,468  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending, net

  236,058     335,110     165,944     2,156,500     513,511     3,407,123  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Acquisition cost

    542,074       1,680,372       947,312       3,641,231       1,253,281       8,064,270  

Less; Accumulated amortization (including accumulated impairment loss and others)

    (306,016     (1,345,262     (781,368     (1,484,731     (739,770     (4,657,147

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

The carrying amount of membership rights and others, excluding goodwill, with indefinite useful life not subject to amortization is 239,619 million (2017: 238,053) as at December 31, 2018.

The Group won a portion of the 3.5GHz and 28GHz bands at an auction in June 2018 under Article 11 (Assignment of Radio Frequencies for Consideration) of the Radio Waves Act. The purchase consideration for the right to use a radio frequency of the 3.5GHz and 28GHz bands are 968,000 million and 207,800 million, respectively. The group made down payments for the 3.5 GHz and 28 GHz bands in November 2018, and the remaining consideration for the 3.5 GHz and 28GHz bands will be paid in installments annually for 10 years and 5 years, respectively.

Goodwill is allocated to the Group’s cash-generating unit which is identified by operating segments. As at December 31, 2018, goodwill allocated to each cash-generation unit is as follows:

 

(In millions of Korean won)

Cash generating Unit

   Amount  

Marketing/Customer

  

Telecom Wireless business1

   65,057  

Finance

  

BC Card Co., Ltd.2

     41,234  

Others

  

GENIE Music Corporation (KT Music Corporation)3

     55,114  

PlayD Co., Ltd. (N SEARCH MARKETING Corporation)4

     42,745  

KT Telecop Co., Ltd.1

     15,418  

KT MOS Bukbu Co., Ltd and others

     16,490  
  

 

 

 

Total

   236,058  
  

 

 

 

 

  1

The recoverable amounts of mobile business are calculated based on value-in use calculations. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 0.0% was applied for the cash flows expected to be incurred after five years. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate 1.34% based on past performance and its expectation of future market changes. In addition, management estimated the cash flow based on past performance and its expectation of market growth, and the discount rates 7.53% used reflected specific risks relating to the relevant CGUs. As a result of the impairment test, the Group concluded that the carrying amount of CGUs does not exceed the recoverable amount. Accordingly, the Group did not recognize the impairment loss on goodwill on mobile business for the years ended December 31, 2018 and 2017.

 

  2

The recoverable amounts of BC Card Co., Ltd. are calculated based on value-in use calculations. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 0.0% was applied for the cash flows expected to be incurred after five years. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate 2.80% based on past performance and its expectation of future market changes. In addition, management estimated the cash flow based on past performance and its expectation of market growth, and the discount rates 15.53% used reflected specific risks relating to the relevant CGUs. As a result of the impairment test, the Group concluded that the

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  carrying amount of CGUs does not exceed the recoverable amount. Accordingly, the Group did not recognize the impairment loss on goodwill on BC Card Co., Ltd. for the years ended December 31, 2018 and 2017.

 

  3

The recoverable amount of GENIE Music Corporation (KT Music Corporation) is calculated based on value in use calculation or fair value less cost to sell.

 

  4

The recoverable amounts of PlayD Co., Ltd. (N search Marketing Co., Ltd.) are calculated based on value-in use calculations. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 1.0% was applied for the cash flows expected to be incurred after five years. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate 5.44% based on past performance and its expectation of future market changes. In addition, management estimated the cash flow based on past performance and its expectation of market growth, and the discount rates 10.42% used reflected specific risks relating to the relevant CGUs. As a result of the impairment test, the Group concluded that the carrying amount of CGUs does not exceed the recoverable amount. Accordingly, the Group did not recognize the impairment loss on goodwill on PlayD Co., Ltd. (N search Marketing Co., Ltd.) for the years ended December 31, 2018 and 2017.

In prior year, the recoverable amounts of Satellite TV segment are calculated based on value-in use calculations or fair value less costs to sell. These calculations use cash flow projections for the next five years based on financial budgets. An annual growth rate of 0.0% was applied for the cash flows expected to be incurred after five years. This growth rate does not exceed the long-term average growth rate of the industry which the cash-generate unit belongs in. The Group estimated its revenue growth rate (-0.77%) based on past performance and its expectation of future market changes. The Group determined cash flow projections based on past performance and its estimation of market growth. Specific risk of related operating segment was reflected in its 13.25% discount rate.

As a result of the impairment test, the Group recognized the impairment losses of 78,200 million on goodwill allocated to Satellite TV segment and 29,325 million on indefinite-lived intangible assets, and recognized the losses as operating expenses in the consolidated statement of profit or loss for the year ended December 31, 2017. It was resulted from intense competition between internets, IPTV, Cable TV service providers.

 

14.

Investments in Associates and Joint Ventures

Details of associates as at December 31, 2017 and 2018, are as follows:

 

     Percentage of ownership (%)     Location    Date of
financial
statements
 
     2017     2018             

Korea Information & Technology Fund

     33.3     33.3   Korea      December 31  

KT-SB Venture Investment Fund1

     50.0     50.0   Korea      December 31  

KT-IBKC Future Investment Fund 11

     50.0     50.0   Korea      December 31  

KT-CKP New Media Investment Fund

     49.7     49.7   Korea      December 31  

K Bank Inc.1

     10.0     10.0   Korea      December 31  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

1

At the end of the reporting period, even though the Group (KT-SB Venture Investment Fund and KT-IBKC Future Investment Fund 1) has 50% ownership, the equity method of accounting has been applied as the Group, which is a limited partner of the investment fund, cannot participate in determining the operating and financial policies. Also, 8.8% of non-voting convertible stock are excluded in deriving percentage of ownership of K bank Inc.

Changes in investments in associates and joint ventures for the years ended December 31, 2017 and 2018, are as follows:

 

    2017  
(In millions of Korean won)   Beginning    

Acquisition

(Disposal)

   

Share of net profit

from associates and

joint ventures

    Impairment     Others     Ending  

Korea Information & Technology Fund

  134,969     —       4,275     —       290     139,534  

KT-SB Venture Investment Fund

    4,736       (1,069     (725     —         —         2,942  

Mongolian Telecommunications

    6,244       —         (348     —         (5,896     —    

KT Wibro Infra Co., Ltd.

    52,200       (52,200     —         —         —         —    

KT-IBKC Future Investment Fund1

    3,621       7,500       (296     —         —         10,825  

KT-CKP New Media Investment Fund

    4,454       (2,970     810       —         —         2,294  

K Bank Inc.

    —         26,543       (17,244     —         32,809       42,108  

Others

    77,851       3,178       (1,952     (3,662     6,313       81,728  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  284,075     (19,018   (15,480   (3,662   33,516     279,431  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

    2018  
(In millions of Korean won)   Beginning    

Acquisition

(Disposal)

   

Share of net profit

from associates and

joint ventures1

    Impairment     Others     Ending  

Korea Information & Technology Fund

  139,534     —       15,037     —       (6,316   148,255  

KT-SB Venture Investment Fund

    2,942       —         1,528       —         —         4,470  

KT-IBKC Future Investment Fund1

    10,825       (1,050     1,028       —         (842     9,961  

KT-CKP New Media Investment Fund

    2,294       (1,229     (784     —         —         281  

K Bank Inc.

    42,108       26,725       (19,504     —         3,326       52,655  

Others2

    81,728       2,466       8,607       —         (36,016     56,785  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  279,431     26,912     5,912     —       (39,848   272,407  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

1

KT investment Co., Ltd., a subsidiary of the Group, recognized its share in net profit from associates and joint ventures as operating revenue and expense. These include its share in net loss from associates and joint ventures of 445 million (2017: 1,588 million) recognized as operating expense during the period.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

2

The Group classified total shares of PT Mitra Transksi Indonesia as assets held for sale (Note 10).

Summarized financial information of associates and joint ventures as at and for the years ended December 31, 2017 and 2018, is as follows:

 

(In millions of Korean won)    December 31, 2017  
     Current
assets
    

Non-current

assets

     Current
liabilities
    

Non-current

liabilities

 

Korea Information & Technology Fund

   144,874      273,727      —        —    

KT-SB Venture Investment

     120        5,770        6        —    

KT-IBKC Future Investment Fund 1

     5,499        16,302        152        —    

KT-CKP New Media Investment Fund

     287        4,333        —          —    

K Bank Inc.

     1,258,969        92,137        1,116,154        1,177  

 

(In millions of Korean won)   2017  
    Operating
revenue
    Profit (loss)
for the year
    Other
comprehensive
income
    Total
comprehensive
income
    Dividends
received from
associates
 

Korea Information & Technology Fund

  36,462     12,825     1,868     14,693     739  

KT-SB Venture Investment

    3       (1,449     —         (1,449     —    

KT-IBKC Future Investment Fund 1

    15       (593     —         (593     —    

KT-CKP New Media Investment Fund

    1,593       1,632       —         1,632       —    

K Bank Inc.

    20,926       (83,787     (746     (84,533     —    

 

(In millions of Korean won)    December 31, 2018  
     Current
assets
    

Non-current

assets

     Current
liabilities
    

Non-current

liabilities

 

Korea Information & Technology Fund

   118,024      326,740      —        —    

KT-SB Venture Investment

     4,322        4,624        6        —    

KT-IBKC Future Investment Fund 1

     19,922        —          —          —    

KT-CKP New Media Investment Fund

     25        540        —          —    

K Bank Inc.

     2,094,152        90,505        1,901,389        3,185  

 

(In millions of Korean won)   2018  
    Operating
revenue
    Profit (loss)
for the year
    Other
comprehensive
income
    Total
comprehensive
income
    Dividends
received from
associates
 

Korea Information & Technology Fund

  59,524     45,110     (13,422   31,688     1,842  

KT-SB Venture Investment

    —         3,056       —         3,056       —    

KT-IBKC Future Investment Fund 1

    2,665       2,057       —         2,057       —    

KT-CKP New Media Investment Fund

    371       (629     —         (629     —    

K Bank Inc.

    66,787       (79,671     1,432       (78,440     —    

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Details of a reconciliation of the summarized financial information to the carrying amount of interests in the associates and joint ventures as at and for the years end December 31, 2017 and 2018, are as follows:

 

     December 31, 2017  
(In millions of Korean won)   

Net assets

(a)

    

Percentage of
ownership

(b)

   

Share in net
assets

(c)=(a)x(b)

    

Intercompany
transaction
and others

(d)

    

Book amount

(c)+(d)

 

Korea Information & Technology Fund

   418,601        33.33   139,534      —        139,534  

KT-SB Venture Investment

     5,884        50.00     2,942        —          2,942  

KT-IBKC Future Investment Fund 1

     21,649        50.00     10,825        —          10,825  

KT-CKP New Media Investment Fund

     4,620        49.67     2,294        —          2,294  

K Bank Inc.1

     233,775        10.00     42,108        —          42,108  

 

1

8% of non-voting convertible stock are excluded from percentage of ownership for K Bank Inc.

 

     December 31, 2018  
(In millions of Korean won)   

Net assets

(a)

    

Percentage of
ownership

(b)

   

Share in net
assets

(c)=(a)x(b)

     Intercompany
transaction
and others
(d)
    

Book amount

(c)+(d)

 

Korea Information & Technology Fund

   444,764        33.33   148,255           148,255  

KT-SB Venture Investment

     8,940        50.00     4,470               4,470  

KT-IBKC Future Investment Fund 1

     19,922        50.00     9,961               9,961  

KT-CKP New Media Investment Fund

     565        49.70     280               280  

K Bank Inc.1

     280,083        10.00     52,655               52,655  

 

1

8.8% of non-voting convertible stock are excluded from percentage of ownership for K Bank Inc.

Due to discontinuance of equity method of accounting, the Group has not recognized loss from associates and joint ventures of 1,908 million for the year ended December 31, 2018 (for the year ended December 31, 2017: 4,391 million). The accumulated comprehensive loss of associates and joint ventures as at December 31, 2018, which was not recognized by the Group is 6,475 million (as at December 31, 2017: 17,045 million).

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

15.

Trade and Other Payables

Details of trade and other payables as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31,
2017
     December 31,
2018
 

Current liabilities

     

Trade payables

   1,399,287      1,236,489  

Other payables

     6,026,801        5,771,026  
  

 

 

    

 

 

 

Total

   7,426,088      7,007,515  
  

 

 

    

 

 

 

Non-current liabilities

     

Trade payables

   4,787      3,207  

Other payables

     996,582        1,510,657  
  

 

 

    

 

 

 

Total

   1,001,369      1,513,864  
  

 

 

    

 

 

 

Details of other payables as at December 31, 2017 and 2018 are as follows:

 

(In millions of Korean won)   

December 31,
2017

    December 31,
2018
 

Non-trade payables1

   4,775,177     5,191,268  

Accrued expenses

     1,011,089       904,135  

Operating deposits

     850,999       819,968  

Others

     386,118       366,312  

Less: non-current

     (996,582     (1,510,657
  

 

 

   

 

 

 

Current

   6,026,801     5,771,026  
  

 

 

   

 

 

 

 

1

Settlement payables of BC Card Co., Ltd., a subsidiary of the Group, of 1,996,320 million related to credit card transactions are included as at December 31, 2018 (2017: 2,365,477 million).

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

16.

Borrowings

Details of borrowings as at December 31, 2017 and 2018, are as follows:

Debentures

 

(In millions of Korean won and thousands of foreign currencies)   December 31, 2017     December 31, 2018  
Type   Maturity     Annual interest
rates
  Foreign
currency
    Korean
won
    Foreign
currency
    Korean
won
 

MTNP notes1

    Sept. 07, 2034     6.50%     USD 100,000     107,140       USD 100,000     111,810  

FR notes

    Aug. 28, 2018     —       USD 300,000       321,420       —         —    

MTNP notes

    Apr. 22, 2019     2.63%     USD 350,000       374,990       USD 350,000       391,335  

MTNP notes

    Jan. 29, 2018     —       JPY 6,800,000       64,539       —         —    

MTNP notes

    Feb. 23, 2018     —       JPY 15,000,000       142,367       —         —    

MTNP notes

    July 18, 2026     2.50%     USD 400,000       428,560       USD 400,000       447,240  

MTNP notes

    Aug 07, 2022     2.63%     USD 400,000       428,560       USD 400,000       447,240  

FR notes2

    Aug 23, 2020     LIBOR(3M)+0.40%     —         —         USD 200,000       223,620  

FR notes2

    Aug 23, 2023     LIBOR(3M)+0.90%     —         —         USD 100,000       111,810  

MTNP notes

    July 06, 2020     0.31%     —         —         JPY 4,000,000       40,527  

MTNP notes

    July 06, 2021     0.38%     —         —         JPY 16,000,000       162,109  

MTNP notes

    Nov 13, 2020     0.30%     —         —         JPY 30,000,000       303,954  

The 173-2nd Public bond

    Aug. 06, 2018     —       —         100,000       —         —    

The 179th Public bond

    Mar. 29, 2018     —       —         260,000       —         —    

The 180-2nd Public bond

    Apr. 26, 2021     4.71%     —         380,000       —         380,000  

The 181-2nd Public bond

    Aug. 26, 2018     —       —         90,000       —         —    

The 181-3rd Public bond

    Aug. 26, 2021     4.09%     —         250,000       —         250,000  

The 182-2nd Public bond

    Oct. 28, 2021     4.31%     —         100,000       —         100,000  

The 183-2nd Public bond

    Dec. 22, 2021     4.09%     —         90,000       —         90,000  

The 183-3rd Public bond

    Dec. 22, 2031     4.27%     —         160,000       —         160,000  

The 184-1st Public bond

    Apr. 10, 2018     —       —         120,000       —         —    

The 184-2nd Public bond

    Apr. 10, 2023     2.95%     —         190,000       —         190,000  

The 184-3rd Public bond

    Apr. 10, 2033     3.17%     —         100,000       —         100,000  

The 185-1st Public bond

    Sept. 16, 2018     —       —         200,000       —         —    

The 185-2nd Public bond

    Sept. 16, 2020     3.65%     —         300,000       —         300,000  

The 186-2nd Public bond

    June 26, 2019     3.08%     —         170,000       —         170,000  

The 186-3rd Public bond

    June 26, 2024     3.42%     —         110,000       —         110,000  

The 186-4th Public bond

    June 26, 2034     3.70%     —         100,000       —         100,000  

The 187-2nd Public bond

    Sept. 02, 2019     2.97%     —         220,000       —         220,000  

The 187-3rd Public bond

    Sept. 02, 2024     3.31%     —         170,000       —         170,000  

The 187-4th Public bond

    Sept. 02, 2034     3.55%     —         100,000       —         100,000  

The 188-1st Public bond

    Jan. 29, 2020     2.26%     —         160,000       —         160,000  

The 188-2nd Public bond

    Jan. 29, 2025     2.45%     —         240,000       —         240,000  

The 188-3rd Public bond

    Jan. 29, 2035     2.71%     —         50,000       —         50,000  

The 189-1st Public bond

    Jan. 28, 2019     1.76%     —         100,000       —         100,000  

The 189-2nd Public bond

    Jan. 28, 2021     1.95%     —         130,000       —         130,000  

The 189-3rd Public bond

    Jan. 28, 2026     2.20%     —         100,000       —         100,000  

The 189-4th Public bond

    Jan. 28, 2036     2.35%     —         70,000       —         70,000  

The 190-1st Public bond

    Jan. 29, 2021     2.55%     —         —         —         110,000  

The 190-2nd Public bond

    Jan. 30, 2023     2.75%     —         —         —         150,000  

The 190-3rd Public bond

    Jan. 30, 2028     2.95%     —         —         —         170,000  

The 190-4th Public bond

    Jan. 30, 2038     2.93%     —         —         —         70,000  

The 17th unsecured bond

    Apr. 22, 2018     —       —         60,000       —         —    
       

 

 

     

 

 

 
      5,987,576         6,029,645  

Less: Current portion

      (1,357,776       (880,940

Discount on bonds

      (19,347       (20,056
       

 

 

     

 

 

 

Total

    4,610,453       5,128,649  
   

 

 

     

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

1

As at December 31, 2018, the Controlling Company has outstanding notes in the amount of USD 100 million with fixed interest rates under Medium Term Note Program (“MTNP”) registered in the Singapore Stock Exchange, which allowed issuance of notes of up to USD 2,000 million. However, the MTN Program has been suspended since 2007.

 

2

Libor (3M) are approximately 2.808 % as at December 31, 2018.

Short-term borrowings

 

     (In millions of Korean won)         December 31, 2017      December 31, 2018  
Type    Financial institution    Annual interest rates

Operational

   NongHyup Bank    3.78%    —        15,000  
   Shinhan Bank    3.70% ~ 4.72%      113,300        59,800  
   Sinhan Bank, Indonesia    8.90%      —          614  
   Korea Development Bank    2.50% ~ 4.35%      12,000        16,200  
   SooHyup Bank    4.57%      3,000        1,000  
        

 

 

    

 

 

 
   Total    128,300      92,614  
     

 

 

    

 

 

 

Long-term borrowings

 

(In millions of Korean won and thousands of foreign currencies)     December 31, 2017     December 31, 2018  
Financial institution   Type   Annual interest rates    

Foreign

currency

   

Korean

won

   

Foreign

currency

   

Korean

won

 

Export-Import

Bank of Korea

  Inter-Korean Cooperation Fund1     1.50%       —       4,688       —       3,948  

Shinhan Bank

  General loans     2.93%       —         30,000       —         5,000  
 

Facility loans

    3.01%       —         6,000       —         30,000  
 

Vessel facility loans2

    LIBOR(3M)+0.706%       USD 15,000       16,071       USD 9,000       10,063  

KEB Hana Bank

  General loans     3.95%       —         3,000       —         —    

Standard Charted Bank

  General loans     3.16%       —         8,000       —         6,000  

NongHyup Bank

  General loans     2.86%       —         8,000       —         8,000  
 

Facility loans

    2.00%       —         123       —         104  

Korea Development Bank

  General loans     3.02%       —         —         —         10,000  
  General loans     3.30%       —         30,000       —         30,000  

Kookmin Bank

  Facility loans     2.59%       —         2,333       —         —    

NH Investment & Security Co., Ltd.

  Commercial papers     3.17%       —         300,000       —         300,000  

Others

  Redeemable convertible preferred stock3     1.00%       —         950       —         950  
 

Kookmin Bank

and other2

    4.59%       USD 166,108       177,968       USD 127,023       142,025  
       

 

 

     

 

 

 
        587,133       546,090  
 

Less: Current portion

      (87,398     (394,927
       

 

 

     

 

 

 
 

Total

      499,735       151,163  
       

 

 

     

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

1

The above Inter-Korean Cooperation Fund is repayable in installments over 13 years after a seven-year grace period.

2

LIBOR(3M) is approximately 2.808% as at December 31, 2018.

3

Skylife TV Co., Ltd., a subsidiary of the Group, issued 1,900,000 of redeemable convertible preferred stock with a par value per share of 500 in 2010.

Repayment schedule of the Group’s borrowings including the portion of current liabilities as at December 31, 2018, is as follows:

 

(In millions of Korean won)  
    Debentures     Borrowings     Total  
    In local
currency
    In foreign
currency
    Sub- total     In local
currency
    In foreign
currency
    Sub- total        

Jan 1, 2019 ~ Dec 31, 2019

  490,000     391,335     881,335     436,518     51,023     487,541     1,368,876  

Jan 1, 2020 ~ Dec 31, 2020

    460,000       568,101       1,028,101       1,468       47,054       48,522       1,076,623  

Jan 1, 2021 ~ Dec 31, 2021

    1,060,000       162,109       1,222,109       45,518       43,700       89,218       1,311,327  

Jan 1, 2022 ~ Dec 31, 2022

    —         447,240       447,240       518       10,925       11,443       458,683  

After 2023

    1,780,000       670,860       2,450,860       1,980       —         1,980       2,452,840  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
  3,790,000     2,239,645     6,029,645     486,002     152,702     638,704     6,668,349  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

17.

Provisions

Changes in provisions for the years ended December 31, 2017 and 2018, are as follows:

 

     2017  
(In millions of Korean won)    Litigation     Restoration cost     Others     Total  

Beginning balance

   19,038     101,312     76,829     197,179  

Increase (Transfer)

     3,842       2,827       41,550       48,219  

Usage

     (1,740     (2,178     (22,382     (26,300

Reversal

     (2,834     (1,723     (11,467     (16,024

Change in scope of consolidation

     —         (22     (22     (44
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   18,306     100,216     84,508     203,030  
  

 

 

   

 

 

   

 

 

   

 

 

 

Current

     17,238       1,766       59,168       78,172  

Non-current

     1,068       98,450       25,340       124,858  
     2018  
(In millions of Korean won)    Litigation     Restoration cost     Others     Total  

Beginning balance

   18,306     100,216     84,508     203,030  

Increase (Transfer)

     44,593       25,975       33,378       103,946  

Usage

     (3,002     (3,181     (11,780     (17,963

Reversal

     (1,137     (4,182     (1,818     (7,137
  

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   58,760     118,828     104,288     281,876  
  

 

 

   

 

 

   

 

 

   

 

 

 

Current

     14,513       1,736       101,632       117,881  

Non-current

     44,247       117,092       2,656       163,995  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

18.

Net Defined Benefit Liabilities

The amounts recognized in the statements of financial position are determined as follows:

 

(In millions of Korean won)    December 31, 2017     December 31, 2018  

Present value of defined benefit obligations

   1,911,166     2,201,876  

Fair value of plan assets

     (1,519,779     (1,643,046
  

 

 

   

 

 

 

Liabilities

   395,079     561,269  
  

 

 

   

 

 

 

Assets in the statement of financial position

   3,692     2,439  
  

 

 

   

 

 

 

Changes in the defined benefit obligations for the years ended December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2017     2018  

Beginning

   1,713,184     1,911,166  

Current service cost

     210,336       225,667  

Interest expense

     38,994       51,691  

Benefit paid

     (154,600     (121,372

Changes due to settlements of plan

     (61     9,801  

Remeasurements:

    

Actuarial gains and losses arising from changes in demographic assumptions

     3,353       4,600  

Actuarial gains and losses arising from changes in financial assumptions

     36,946       116,458  

Actuarial gains and losses arising from experience adjustments

     63,583       (19,919

Changes in scope of Consolidation

     (569     23,784  
  

 

 

   

 

 

 

Ending

   1,911,166     2,201,876  
  

 

 

   

 

 

 

Changes in the fair value of plan assets for the years ended December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2017     2018  

Beginning

   1,334,780     1,519,779  

Interest income

     30,303       41,233  

Remeasurements:

    

Return on plan assets (excluding amounts included in interest income)

     (5,557     1,409  

Benefits paid

     (130,510     (116,303

Employer contributions

     290,895       179,100  

Changes in scope of consolidation

     (132     17,828  
  

 

 

   

 

 

 

Ending

   1,519,779     1,643,046  
  

 

 

   

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Amounts recognized in the statement of profit or loss for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016     2017     2018  

Current service cost

   205,114     210,336     225,667  

Net Interest cost

     12,141       8,691       10,458  

Past service cost

     424       (61     9,801  

Transfer out

     (8,737     (9,196     (13,881
  

 

 

   

 

 

   

 

 

 

Total expenses

   208,942     209,770     232,045  
  

 

 

   

 

 

   

 

 

 

Principal actuarial assumptions used are as follows:

 

     December 31, 2016   December 31, 2017   December 31, 2018

Discount rate

   2.43%   2.76%   2.77%

Future salary increase

   4.10%   4.51%   4.61%

The sensitivity of the defined benefit obligations as at December 31, 2018, to changes in the principal assumptions is:

 

(In percentage, in millions of Korean won)    Effect on defined benefit obligation  
     Changes in
assumption
   Increase in
assumption
    Decrease in
assumption
 

Discount rate

   0.5% point    (72,851   82,527  

Salary growth rate

   0.5% point      75,647       (63,267

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ bond holdings.

The above sensitivity analyses are based on an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. The sensitivity of the defined benefit obligation to changes in principal actuarial assumptions is calculated using the projected unit credit method, the same method applied when calculating the defined benefit obligations recognized on the statement of financial position.

The Group actively monitors how the duration and the expected yield of the investments match the expected cash outflows arising from the pension obligations. Expected contributions to post-employment benefit plans for the year ending December 31, 2019, are 320,899 million.

The expected maturity analysis of undiscounted pension benefits as at December 31, 2018, is as follows:

 

(In millions of Korean won)   

Less than

1 year

    

Between

1-2 years

    

Between

2-5 years

     Over 5 years      Total  

Pension benefits

   183,106      225,706      726,283      3,972,768      5,107,863  

The weighted average duration of the defined benefit obligations is 7.4 years.

 

19.

Defined Contribution Plan

Recognized expense related to the defined contribution plan for the year ended December 31, 2018, is 48,210 million (2016: 46,023 million, 2017: 45,936 million).

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

20.

Commitments and Contingencies

As at December 31, 2018, major commitments with local financial institutions are as follows:

 

(In millions of Korean won and

thousands of foreign currencies)

   Financial institution    Currency      Limit      Used amount  

Bank overdraft

   Kookmin Bank and others      KRW        1,697,000        —    

Commercial papers

   NH Investment & Securities
Co., Ltd.
     KRW        300,000        300,000  

Inter-Korean Cooperation Fund

   Export-Import Bank of Korea      KRW        37,700        3,948  

Collateralized loan on electronic accounts receivable-trade

   Shinhan Bank and others      KRW        495,560        70,759  

Plus electronic notes payable

   Industrial Bank of Korea      KRW        50,000        960  

Loans for working capital

   Korea Development Bank
and others
     KRW        254,300        158,000  

Facility loans

   Shinhan Bank and others      KRW        10,123        8,406  
   Kookmin Bank and others      USD        212,000        127,024  

Facility loans on ships

   Shinhan Bank      USD        9,000        9,000  

Export L/C

   Shinhan Bank      USD        —          1,156  

Derivatives transaction limit

   Korea Development Bank      KRW        100,000        64,622  

FX forward trading commitment

   Shinhan Bank      USD        11,500        —    
     

 

 

    

 

 

    

 

 

 

Total

        KRW        2,944,683        606,695  
        USD        232,500        137,180  
     

 

 

    

 

 

    

 

 

 

As at December 31, 2018, guarantees received from financial institutions are as follows:

 

(In millions of Korean won and thousands of foreign
currencies)
   Financial institution    Currency     Limit  

Performance guarantee

   Seoul Guarantee Insurance and others      KRW       299,689  
        USD       1,200  

Guarantee for import letters of credit

   Industrial Bank of Korea and others      USD       5,980  

Guarantee for payment in Korean currency

   Shinhan Bank and others      KRW       5  

Guarantee for payment in foreign currency

   KEB Hana and others      USD       51,766  
        PLN 1      23,000  

Comprehensive credit line

   KEB Hana Bank and others      KRW       40,000  

Comprehensive credit line

   KEB Hana Bank      USD       10,000  

Bid guarantee

   KEB Hana Bank      USD       400  

Bid guarantee

        KRW       58,992  

Performance guarantee /Warranty Guarantee

   Korea Software Financial Cooperative and others      KRW       376,420  

Guarantee for advances received/others

        KRW       124,901  

Bid guarantee

        KRW       350  

Warranty guarantee

        KRW       1,037  

Guarantees for licensing

        KRW       4,070  

Performance guarantee/Warranty Guarantee

   Seoul Guarantee Insurance      KRW       996  

Guarantee for public sale

        KRW       120  

Guarantee for deposits

        KRW       3,525  
     

 

 

   

 

 

 

Total

        KRW       910,105  
        USD       69,346  
        PLN 1      23,000  
     

 

 

   

 

 

 

 

1

Polish Zloty.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

As at December 31, 2018, guarantees provided by the Group to a third party, are as follows:

 

(In millions of Korean won
and thousands of foreign
currencies)
  Subject to payment
guarantees
  Creditor   Currency     Limit     Used
amount
    Period  

KT Estate Inc.

 

Busan Gaya Centreville Buyers

  Shinhan Bank     KRW       4,854       2,503      

Nov 10, 2017

~Oct. 31, 2020


 

KT Estate Inc.

 

Daegu Beomeo-Crossroads SeohanIDaum Buyers

  Shinhan Bank     KRW       8,172       4,271      

Oct 29, 2017

~Nov. 30, 2020

 

 

KT Hitel Co., Ltd.

  Shinhan Bank   Cash payers     KRW       538       —        

Apr 19, 2018

~Apr 19, 2019

 

 

KT Hitel Co., Ltd.

 

Korea Software Financial Cooperative

  Yonsei
University and
others
    KRW       34,715       1,616      

Oct 22, 2018

~Oct 22, 2021

 

 

BC Card Co., Ltd

 

PT BCcard Asia Pacific

  Shinhan Bank,
Indonesia
    IDR       8,000,000       8,000,000      

Sep 18, 2018

~Sep 17, 2019

 

 

The Controlling Company is jointly and severally obligated with KT Sat Co., Ltd. to pay KT Sat Co., Ltd.’s liabilities incurred prior to spin-off. As at December 31, 2018, the Controlling Company and KT Sat Co., Ltd. are jointly and severally liable for reimbursement of 3,480 million.

For the year ended December 31, 2018, the Group made agreements with the Securitization Specialty Companies (2018: Giga LTE Thirty seventh to Forty second Securitization Specialty Co., Ltd., 2017: Giga LTE Thirty first to Thirty sixth Securitization Specialty Co., Ltd.), and disposed of its trade receivables related to handset sales. The Group also made asset management agreements with each securitization specialty company and in accordance with the agreement the Group will receive asset management fees upon liquidation of securitization specialty company.

As at December 31, 2018, the Group is a defendant in 172 lawsuits with the total claimed amount of 169,246 million (2017: 112,639 million). As at December 31, 2018, litigation provisions of 58,776 million for pending lawsuits and unasserted claims are recorded as liabilities for potential loss in the ordinary course of business. The final outcomes of the cases cannot be estimated at the end of the reporting period.

In December 2013, Asia Broadcast Satellite Holdings Ltd. (“ABS”) filed a request for meditation to the International Chamber of Commerce (“ICC”) for the compensation of damages from the ownership of the satellite Koreasat-3 (“K3”) and the alleged breach of the entrustment control contract related to K3, which was made and entered into with the Controlling Company and its subsidiary, KT Sat Co., Ltd. In July 2017, the ICC issued a partial ruling that ABS has the ownership of K3, and in March 2018, the final ruling was issued that KT Sat co., Ltd. should pay compensation for damages to ABS. However, in October 2017, the Controlling Company and its subsidiary, KT Sat Co., Ltd. filed a lawsuit seeking the cancellation of the partial ruling in the Federal Court of New York, and filed the other lawsuit in May 2018 seeking the cancellation of the final ruling. The Federal Court of New York dismissed the first case in April and the second case in July 2018. The Controlling Company and its subsidiary, KT Sat Co., Ltd. filed an appeal to the US Court of Appeals for the Second Circuit in August 2018. The outcome of the appeal cannot be reasonably estimated at the end of the reporting period.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

According to the financial and other covenants included in certain debentures and borrowings, the Group is required to maintain certain financial ratios such as debt-to-equity ratio, use the funds for the designated purpose and report to the creditors periodically. The covenant also contains restriction on provision of additional collateral and disposal of certain assets.

At the end of the reporting period, the Group is offering construction completion guarantee agreement to development of Nonsan Hwagidong apartment complex. If a contingent event occurs in between November 24, 2017 and to August 9, 2019, the Group collaterally guarantees the debt of AbleNS 1st Co. up to 6,000 million.

At the end of the reporting period, the Group participates in Algerie Sidi Abdela new town development consortium (percentage of ownership: 2.5%) and has joint liability with other consortium participants.

At the end of the reporting period, contract amount of property and equipment acquisition agreement made but not yet recognized amounts to 1,474,009 million (2017: 622,059 million).

 

21.

Lease

The Group’s non-cancellable lease arrangements as at December 31, 2018, are as follows:

Details of finance lease assets as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017     December 31, 2018  

Acquisition costs

   325,975     343,055  

Less: Accumulated depreciation

     (126,091     (152,244
  

 

 

   

 

 

 

Net balance

   199,884     190,811  
  

 

 

   

 

 

 

As at December 31, 2018, the Group recognized financial lease assets as other property and equipment. The related depreciation amounted to 63,070 million for the year ended December 31, 2018 (for the year ended December 31, 2017: 58,535 million).

Details of future minimum lease payments as at December 31, 2017 and 2018, under finance lease contracts are summarized below:

 

(In millions of Korean won)    December 31, 2017      December 31, 2018  

Total amount of minimum lease payments

     

Within one year

   88,441      77,615  

From one year to five years

     132,113        124,498  

More than five years

     81        79  
  

 

 

    

 

 

 
     220,635        202,192  
  

 

 

    

 

 

 

Unrealized interest expense

     43,758        38,334  
  

 

 

    

 

 

 

Net amount of minimum lease payments

     

Within one year

     68,651        59,324  

From one year to five years

     108,146        104,456  

More than five years

     80        78  
  

 

 

    

 

 

 

Total

   176,877      163,858  
  

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Details of future minimum lease payments as at December 31, 2017 and 2018, under operating lease contracts are summarized below:

 

(In millions of Korean won)    December 31, 2017      December 31, 2018  

Within one year

   109,258      109,025  

From one year to five years

     266,434        263,395  

Thereafter

     1,635        1,153  
  

 

 

    

 

 

 

Total

   377,327      373,573  
  

 

 

    

 

 

 

Operating lease expenses incurred for the years ended December 31, 2017 and 2018, amounted to 126,250 million and 132,225 million, respectively.

 

22.

Share Capital

As at December 31, 2017 and 2018, the Group’s number of authorized shares is one billion.

 

     December 31, 2017      December 31, 2018  
    

Number of

outstanding
shares

    

Par value

per share

(Korean won)

    

Ordinary Shares

(in millions of

Korean won)

    

Number of

outstanding
shares

    

Par value

per share

(Korean won)

    

Ordinary Shares

(in millions of

Korean won)

 

Ordinary shares1

     261,111,808      5,000      1,564,499        261,111,808      5,000      1,564,499  

 

  1

The Group retired 51,787,959 treasury shares against retained earnings. Therefore, the ordinary shares amount differs from the amount resulting from multiplying the number of shares issued.

 

23.

Retained Earnings

Details of retained earnings as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017      December 31, 2018  

Legal reserve1

   782,249      782,249  

Voluntary reserves2

     4,651,362        4,651,362  

Unappropriated retained earnings

     4,527,539        5,822,458  
  

 

 

    

 

 

 

Total

   9,961,150      11,256,069  
  

 

 

    

 

 

 

 

  1

The Commercial Code of the Republic of Korea requires the Controlling Company to appropriate, as a legal reserve, an amount equal to a minimum of 10% of cash dividends paid until such reserve equals 50% of its issued share capital. The reserve is not available for the payment of cash dividends, but may be transferred to share capital with the approval of the Controlling Company’s Board of Directors or used to reduce accumulated deficit, if any, with the ratification of the Controlling Company’s majority shareholders.

  2

The provision of research and development of human resources is separately accumulated with tax reserve fund during earned surplus disposal by Tax Reduction and Exemption Control Act of Korea. Reversal of this provision can be paid out as dividends according to related tax law.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

24.

Accumulated Other Comprehensive Income and Other Components of Equity

As at December 31, 2017 and 2018, the details of the Controlling Company’s accumulated other comprehensive income are as follows:

 

(In millions of Korean won)    December 31, 2017     December 31, 2018  

Changes in investments in associates and joint ventures

   (735   (871

Loss on derivatives valuation

     (3,463     (30,474

Gain on valuation of financial assets at fair value through other comprehensive income

     —         96,704  

Gain of valuation on available-for-sale

     52,673       —    

Exchange differences on translation for foreign operations

     (17,490     (15,201
  

 

 

   

 

 

 

Total

   30,985     50,158  
  

 

 

   

 

 

 

Changes in accumulated other comprehensive income for the years ended December 31, 2017 and 2018, are as follows:

 

     2017  
(In millions of Korean won)    Beginning     Increase/
decrease
   

Reclassification to

gain or loss

    Ending  

Changes in investments in associates and joint ventures

   (10,883   10,148     —       (735

Gain or loss on derivatives valuation

     (34,309     (111,083     141,929       (3,463

Gain or loss of valuation on available-for-sale

     54,106       54,017       (55,450     52,673  

Exchange differences on translation for foreign operations

     (10,346     (7,144     —         (17,490
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   (1,432   (54,062   86,479     30,985  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

     2018  
(In millions of Korean won)    Beginning     Changes in
accounting
policy
    

Increase/

decrease

   

Reclassification to

gain or loss

    Ending  

Changes in investments in associates and joint ventures

   (735   —        (136   —       (871

Gain or loss on derivatives valuation

     (3,463     —          17,268       (44,279     (30,474

Gain on valuation of financial assets at fair value through other comprehensive income

     52,673       17,741        26,290       —         96,704  

Exchange differences on translation for foreign operations

     (17,490     —          2,289       —         (15,201
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

Total

   30,985     17,741      45,711     (44,279   50,158  
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

The Group’s other components of equity as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017     December 31, 2018  

Treasury stock1

   (853,108   (830,874

Gain or loss on disposal of treasury stock2

     873       (12,251

Share-based payments

     6,483       5,956  

Others3

     (359,550     (343,914
  

 

 

   

 

 

 

Total

   (1,205,302   (1,181,083
  

 

 

   

 

 

 

 

  1

During the year ended December 31, 2018, the Group acquired treasury stock of 847,620 and disposed of 895,333 treasury shares.

  2

The amount directly reflected in equity is 5,410 million (2017: 653 million) for the year ended December 31, 2018.

  3

Profit or loss incurred from transactions with non-controlling interest and investment difference incurred from change in proportion of subsidiaries are included.

As at December 31, 2017 and 2018, the details of treasury stock are as follows:

 

     December 31, 2017      December 31, 2018  

Number of shares (in shares)

     16,014,753        15,967,040  

Amounts (In millions of Korean won)

   853,108      830,874  

Treasury stock is expected to be used for the stock compensation for the Group’s directors and employees and other purposes.

 

25.

Share-based Payments

Details of share-based payments as at December 31, 2018, are as follows:

 

     12th grant

Grant date

   August 2, 2018

Grantee

   CEOs, inside directors, outside directors, executives

Vesting conditions

  

Service condition: 1 year

Non-market performance condition: achievement of performance

Fair value per option (in Korean won)

   28,350

Total compensation costs (in Korean won)

   5,956 million

Estimated exercise date (exercise date)

   During 2019

Valuation method

   Fair value method

Changes in the number of stock options and the weighted-average exercise price as at December 31, 2017 and 2018, are as follows:

 

     2017  
     Beginning      Grant      Expired      Exercised1      Ending      Number of
shares
exercisable
 

10th grant

     318,506        —          193,094        125,412        —          —    

11th grant

     —          316,949        —          —          316,949        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     318,506        316,949        193,094        125,412        316,949        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

     2018  
     Beginning      Grant      Expired      Exercised1      Ending      Number of
shares
exercisable
 

11th grant

     316,949        —          312,181        4,768        —          —    

12th grant

     —          353,325        —          —          353,325        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

     316,949        353,325        312,181        4,768        353,325        —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

  1

The closing price of ordinary shares at the time of exercise in 2018 was 27,300 (2017: 31,797).

 

26.

Revenue from Contracts with Customers and Relevant Contract Assets and Liabilities

The Group has recognized the following amounts relating to revenue in the statement of profit or loss:

 

(In millions of Korean won)    2018  

Revenue from contracts with customers

   23,012,257  

Revenue from other sources

     423,793  
  

 

 

 

Total revenue

   23,436,050  
  

 

 

 

Operating revenues for the years ended December 31, 2018, are as follows:

 

(In millions of Korean won)    2018  

Mobile services

   6,827,685  

Fixed-line services:

     4,869,253  

Fixed-line and VoIP telephone services

     1,708,319  

Broadband Internet access services

     2,112,763  

Data communication services

     1,048,171  

Media and content

     3,182,324  

Financial services

     3,444,917  

Sale of goods

     3,288,911  

Others

     1,822,960  
  

 

 

 

Total

   23,436,050  
  

 

 

 

Mobile and fixed-line service

Telecommunication service revenues include mobile and fixed-line(e.g., fixed-line and VoIP telephone, broadband internet access services and data communication services). These services represent a series of distinct services that is considered a separate performance obligation. Service revenue is recognized when services are provided, based upon either usage (e.g., minutes of traffic/bytes of data processed) or period of time (e.g., monthly service fees).

Media and content services

Revenue from media and content services primarily consists of installation fees and basic monthly charges of IPTV and satellite TV services, as well as revenue from digital content distribution, digital music streaming and downloading.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Media and contents services revenue are recognized when services are provided, based upon either usage or period of time.

Financial services

Financial services primarily include commissions for merchant fees paid by merchants to credit card companies for processing transactions. Revenue from the commission is recognized when the service obligation is performed.

Sale of goods

Revenue from sale of goods, primarily handsets related to our mobile services is recognized when a performance obligation is satisfied by transferring promised goods to customers.

The contract assets and liabilities recognized in relation to the revenues from contracts with customers are as follows:

 

(In millions of Korean won)    January 1, 2018      December 31, 2018  

Contract assets

   421,131      398,797  

Contract liabilities

     282,836        347,461  

Deferred revenue

     88,732        96,198  

The contract costs recognized as assets are as follows:

 

(In millions of Korean won)    January 1, 2018      December 31, 2018  

Contract costs recognized as assets

   1,306,409      1,469,855  

The Group recognized 1,397,318 million of operating expenses in the current reporting period which relates to contract cost assets.

In 2018, the recognized revenue arising from carried-forward contract liabilities from prior year is as follows:

 

(In millions of Korean won)    2018  

Revenue recognized that was included in the contract liability balance at the beginning of the year

  

Allocation of the transaction price

   183,905  

Deferred revenue of joining/installment fee

     39,975  

Others

     1,536  
  

 

 

 

Total

   225,416  
  

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

27.

Operating Expenses

Operating expenses for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016      2017     2018  

Salaries and wages

   3,477,596      3,568,456     3,845,842  

Depreciation

     2,762,773        2,745,969       2,674,205  

Amortization of intangible assets

     582,493        618,533       607,527  

Commissions

     1,099,429        1,085,865       1,080,168  

Interconnection charges

     690,285        640,612       579,613  

International interconnection fee

     216,633        214,058       226,627  

Purchase of inventories

     3,407,263        4,053,693       4,414,094  

Changes of inventories

     162,323        (187,439     (432,607

Sales commission

     1,968,035        2,201,778       1,942,841  

Service cost

     1,322,337        1,428,405       1,540,869  

Utilities

     323,406        323,313       323,411  

Taxes and dues

     255,480        279,574       285,131  

Rent

     455,457        448,772       460,377  

Insurance premium

     178,231        69,384       73,654  

Installation fee

     156,669        146,783       143,669  

Advertising expenses

     185,560        197,114       157,675  

Research and development expenses

     167,881        168,635       176,758  

Card service cost

     3,049,559        3,094,894       3,112,618  

Others

     1,319,688        1,379,438       1,122,718  
  

 

 

    

 

 

   

 

 

 

Total

   21,781,098      22,477,837     22,335,190  
  

 

 

    

 

 

   

 

 

 

Details of employee benefits for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016      2017      2018  

Short-term employee benefits

   3,206,904      3,297,944      3,505,214  

Post-employment benefits(Defined benefit plan)

     208,942        209,770        232,045  

Post-employment benefits(Defined contribution plan)

     46,023        45,936        48,210  

Post-employment benefits(Others)

     8,017        6,949        51,934  

Share-based payment

     7,710        7,660        8,439  
  

 

 

    

 

 

    

 

 

 

Total

   3,477,596      3,568,259      3,845,842  
  

 

 

    

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

28.

Financial Income and Costs

Details of financial income for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016      2017      2018  

Interest income

   115,686      93,078      244,796  

Gain on foreign currency transactions

     24,915        79,653        17,175  

Gain on foreign currency translation

     12,165        225,580        3,691  

Gain on settlement of derivatives

     8,515        —          27,950  

Gain on valuation of derivatives

     109,436        57        66,305  

Others

     25,422        7,960        14,326  
  

 

 

    

 

 

    

 

 

 

Total

   296,139      406,328      374,243  
  

 

 

    

 

 

    

 

 

 

Details of financial costs for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016      2017      2018  

Interest expenses

   337,219      302,464      296,874  

Loss on foreign currency transactions

     37,936        40,303        49,156  

Loss on foreign currency translation

     121,949        12,239        72,642  

Loss on settlement of derivatives

     632        58,569        —    

Loss on valuation of derivatives

     138        209,582        2,045  

Loss on disposal of trade receivables

     15,838        20,355        13,818  

Impairment loss on available-for-sale financial assets

     966        9        —    

Others

     409        1,010        1,124  
  

 

 

    

 

 

    

 

 

 

Total

   515,087      644,531      435,659  
  

 

 

    

 

 

    

 

 

 

 

29.

Deferred Income Tax and income Tax Expense

The analysis of deferred tax assets and deferred tax liabilities as at December 31, 2017 and 2018, is as follows:

 

(In millions of Korean won)    December 31, 2017     December 31, 2018  

Deferred tax assets

    

Deferred tax assets to be recovered within 12 months

   318,339     428,690  

Deferred tax assets to be recovered after more than 12 months

     1,140,252       1,347,985  
  

 

 

   

 

 

 

Deferred tax assets before offsetting

     1,458,591       1,776,675  
  

 

 

   

 

 

 

Deferred tax liabilities

    

Deferred tax liability to be recovered within 12 months

     (15,705     (413,409

Deferred tax liability to be recovered after more than 12 months

     (859,126     (1,102,682
  

 

 

   

 

 

 

Deferred tax liabilities before offsetting

     (874,831     (1,516,091
  

 

 

   

 

 

 

Deferred tax assets after offsetting

   712,222     465,369  
  

 

 

   

 

 

 

Deferred tax liabilities after offsetting

   128,462     204,785  
  

 

 

   

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

The gross movements on the deferred income tax account for the years ended December 31, 2017 and 2018, are calculated as follows:

 

(In millions of Korean won)    2017     2018  

Beginning

   563,729     583,760  

Changes in accounting policy

     —         (374,307

Credited to the statement of profit or loss

     (1,771     15,016  

Charged to other comprehensive income

     21,802       36,115  
  

 

 

   

 

 

 

Ending

   583,760     260,584  
  

 

 

   

 

 

 

The movement in deferred income tax assets and liabilities during the year, without taking into consideration the offsetting of balances within the same tax jurisdiction, is as follows:

 

(In millions of Korean won)    2017  
     Beginning     Statement of
profit or loss
    Other
comprehensive
income
    Ending  

Deferred tax liabilities

        

Derivative instruments

   (49,188   49,188     —       —    

Available-for-sale financial assets

     (31,702     (164     1,346       (30,520

Investment in subsidiaries, associates, and joint ventures

     (50,746     (42,659     (3,245     (96,650

Depreciation

     (39,498     39,498       —         —    

Advanced depreciation provision

     (225,687     (22,905     —         (248,592

Deposits for severance benefits

     (307,730     (80,126     —         (387,856

Accrued income

     (2,024     (126     —         (2,150

Reserve for technology and human resource development

     (747     433       —         (314

Others

     (119,366     10,617       —         (108,749
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   (826,688   (46,244   (1,899   (874,831
  

 

 

   

 

 

   

 

 

   

 

 

 

Deferred tax assets

        

Derivative instruments

   —       34,572     (9,848   24,724  

Provision for impairment or trade receivables

     110,276       11,380       —         121,656  

Inventory valuation

     48       (48     —         —    

Contribution for construction

     18,091       180       —         18,271  

Accrued expenses

     80,356       10,683       —         91,039  

Provisions

     20,221       3,858       —         24,079  

Property and equipment

     232,915       (841     —         232,074  

Defined benefit liabilities

     372,492       67,751       26,806       467,049  

Withholding of facilities expenses

     6,910       472       —         7,382  

Accrued payroll expenses

     25,915       (10,786     —         15,129  

Deduction of installment receivables

     13,887       (13,887     —         —    

Assets retirement obligation

     18,086       2,750       —         20,836  

Gain or loss foreign currency translation

     67,701       (67,558     —         143  

Deferred revenue

     26,113       221       —         26,334  

Real-estate sales

     3,851       4,847       —         8,698  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    2017  
     Beginning      Statement of
profit or loss
    Other
comprehensive
income
     Ending  

Tax credit carryforwards

     199,599        (48,823     —          150,776  

Tax loss carryforward

     —          2,699       —          2,699  

Others

     193,956        47,003       6,743        247,702  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   1,390,417      44,473     23,701      1,458,591  
  

 

 

    

 

 

   

 

 

    

 

 

 

Net balance

   563,729      (1,771   21,802      583,760  
  

 

 

    

 

 

   

 

 

    

 

 

 

 

(In millions of Korean won)   2018  
    Beginning     Changes in
accounting
policy
    Statement of
profit or loss
    Other
comprehensive
income
    Ending  

Deferred tax liabilities

         

Available-for-sale financial assets

  (30,520   30,520     —       —       —    

Investment in subsidiaries, associates, and joint ventures

    (96,650     —         2,867       179       (93,604

Depreciation

    —         —         (424     —         (424

Advanced depreciation provision

    (248,592     —         (64,592     —         (313,184

Deposits for severance benefits

    (387,856     —         (11,126     —         (398,982

Accrued income

    (2,150     —         592       —         (1,558

Reserve for technology and human resource development

    (314     —         110       —         (204

Prepaid expenses

    —         (352,139     (17,777     —         (369,916

Contract assets

    —         (23,663     12,158       —         (11,505

Financial assets at fair value through profit or loss

    —         (30,856     30,195       —         (661

Financial assets at fair value through other comprehensive income

    —         (8,587     (17,638     (15,573     (41,798

Others

    (108,749     —         (175,506     —         (284,255
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  (874,831   (384,725   (241,141   (15,394   (1,516,091
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Deferred tax assets

         

Derivative instruments

  24,724     —       (26,128   9,745     8,341  

Provision for impairment or trade receivables

    121,656       (9,096     (12,673     —         99,887  

Inventory valuation

    —         —         121       —         121  

Contribution for construction

    18,271       —         (1,471     —         16,800  

Unsettled expenses

    106,168       —         21,729       —         127,897  

Provisions

    24,079       —         12,099       —         36,178  

Property and equipment

    232,074       —         (1,796     —         230,278  

Defined benefit liabilities

    467,049       —         3,980       42,813       513,842  

 

F-72


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)   2018  
    Beginning     Changes in
accounting
policy
    Statement of
profit or loss
    Other
comprehensive
income
    Ending  

Withholding of facilities expenses

    7,382       —         (773     —         6,609  

Deduction of installment receivables

    —         —         42       —         42  

Assets retirement obligation

    20,836       —         3,696       —         24,532  

Gain or loss foreign currency translation

    143       —         10,529       —         10,672  

Deferred revenue

    26,334       15,809       (2,502     —         39,641  

Real-estate sales

    8,698       661       12,369       —         21,728  

Tax loss carryforward

    2,699       —         1,364       —         4,063  

Trade receivables

    —         2,890       (1,293     —         1,597  

Others

    247,702       154       284,742       (1,049     531,549  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  1,307,815     10,418     304,035     51,509     1,673,777  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Temporary difference, net

    432,984       (374,307     62,894       36,115       157,686  

Tax credit carryforwards

    150,776       —         (47,878     —         102,898  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total net balance

  583,760     (374,307   15,016     36,115     260,584  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The tax impacts recognized directly to equity as at December 31, 2016, 2017, and 2018, are as follows:

 

    2016     2017     2018  
(In millions of Korean won)  

Before

recognition

    Tax
effect
    After
recognition
   

Before

recognition

    Tax
effect
    After
recognition
   

Before

recognition

    Tax
effect
    After
recognition
 

Loss on valuation of available-for-sale securities

  9,347     (2,262   7,085     (5,561   1,346     (4,215   —       —       —    

Gain on valuation of financial assets at fair value through other comprehensive income

    —         —         —         —         —         —         59,384       (15,573     43,811  

Gain (loss) on valuation of hedge instruments

    (14,611     3,536       (11,075     40,694       (9,848     30,846       (36,756     9,745       (27,011

Remeasurements of net defined benefit liabilities

    5,558       (1,345     4,213       (110,768     26,806       (83,962     (116,324     42,813       (73,511

Share of gain(loss) of associates and joint ventures, and others

    (641     155       (486     13,410       (3,245     10,165       (1,036     179       (857

Exchange differences on translation for foreign operations

    (7,133     1,726       (5,407     (27,865     6,743       (21,122     3,989       (1,049     2,940  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  (7,480   1,810     (5,670   (90,090   21,802     (68,288   (90,743   36,115     (54,628
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Details of income tax expense for the years ended December 31, 2016, 2017 and 2018, are calculated as follows:

 

(In millions of Korean won)    2016      2017      2018  

Current income tax expense

   182,088      268,885      329,581  

Impact of change in deferred taxes

     152,102        1,771        (15,016
  

 

 

    

 

 

    

 

 

 

Income tax expense

   334,910      270,656      314,565  
  

 

 

    

 

 

    

 

 

 

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits of the entities as follows:

 

(In millions of Korean won)    2016     2017     2018  

Profit before income tax expense

   1,166,755     816,997     1,033,977  
  

 

 

   

 

 

   

 

 

 

Statutory income tax expense

   282,355     197,251     273,982  

Tax effect

      

Income not taxable for taxation purposes

     (28,093     (19,268     (85,322

Non-deductible expenses

     21,947       39,746       18,126  

Tax credit

     (13,764     (27,211     (20,319

Additional payment of income taxes

     (4,780     976       11,439  

Tax effect and adjustment on consolidation

      

Goodwill impairment

     31,847       20,475       137  

Eliminated dividend income form subsidiaries

     40,087       34,305       31,966  

Changes of out-side tax effect

     (567     17,990       618  

Investment in-kind

     —         —         82,820  

Others

     5,878       6,392       1,118  
  

 

 

   

 

 

   

 

 

 

Income tax expense

   334,910     270,656     314,565  
  

 

 

   

 

 

   

 

 

 

 

30.

Earnings per Share

Basic earnings per share is calculated by dividing the profit from operations attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares purchased by the Group and held as treasury stock.

Basic earnings per share from operations for the years ended December 31, 2016, 2017 and 2018, is calculated as follows:

 

     2016      2017      2018  

Profit attributable to ordinary shares (In millions of Korean won)

   745,090      461,559      645,571  

Weighted average number of ordinary shares outstanding (In number of shares)

     244,892,313        245,017,175        245,049,466  

Basic earnings per share
(In Korean won)

     3,043        1,884        2,634  

Diluted earnings per share from operations is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Controlling Company has dilutive potential ordinary shares from convertible preferred stocks, stock options and other share-based payments.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Diluted earnings per share from operations for the years ended December 31, 2016, 2017 and 2018 is calculated as follows:

 

     2016     2017      2018  

Profit attributable to ordinary shares (In millions of Korean won)

   745,090     461,559      645,571  

Adjusted net income attributable to ordinary shares (In millions of Korean won)

     (67     —          —    

Diluted profit attributable to ordinary shares (In millions of Korean won)

     745,023       461,559        645,571  

Number of dilutive potential ordinary shares outstanding (In number of shares)

     84,245       79,880        1,163  

Weighted average number of ordinary shares outstanding (In number of shares)

     244,976,558       245,097,055        245,050,629  

Diluted earnings per share
(In Korean won)

     3,041       1,883        2,634  

 

31.

Dividend

The dividends paid by the Group in 2018, 2017 and 2016 were 245,097 million (1,000 per share), 195,977 million (800 per share) and 122,425 million (500 per share), respectively. A dividend in respect of the year ended December 31, 2018, of 1,100 per share, amounting to a total dividend of 269,659 million, was approved at the shareholders’ meeting on March 29, 2019.

 

32.

Cash Generated from Operations

Cash flows from operating activities for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016     2017     2018  

1. Profit for the year

   831,845     546,341     719,412  

2. Adjustments to reconcile net income

      

Income tax expense

     334,910       270,656       314,565  

Interest income1

     (130,066     (108,639     (265,817

Interest expense1

     337,219       302,464       296,894  

Dividends income

     (3,926     (4,785     (2,910

Depreciation

     2,821,779       2,802,531       2,735,413  

Amortization of intangible assets

     599,721       635,150       629,526  

Provision for severance benefits

     217,255       218,966       245,926  

Impairment losses on trade receivables

     92,711       45,704       113,064  

Share of net profit or loss of associates and joint ventures

     (2,547     15,480       5,912  

Loss(gain) on disposal of associates and joint ventures

     (1,450     979       (3,737

Impairment loss of associates and joint ventures

     17,128       3,662       —    

Loss on disposal of property and equipment and investment in properties

     74,913       150,293       68,688  

Loss(gain) on disposal of intangible assets

     7,703       4,271       (4,256

Loss on impairment of intangible assets

     135,264       116,095       12,997  

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    2016     2017     2018  

Loss on foreign currency translation

     109,784       (213,341     68,952  

Loss(gain) on valuation and settlement of derivatives, net

     (117,181     268,094       (92,210

Gain on disposal of financial assets at fair value through profit or loss

     —         —         (1,712

Gain on valuation of financial assets at fair value through profit or loss

     —         —         (10,768

Gain on disposal of financial assets at amortized cost

     —         —         (44

Impairment losses on available-for-sale financial assets

     966       9       —    

Gain on disposal of available-for-sale financial assets

     (22,695     (89,598     —    

Others

     64,863       (251,193     (55,969

3. Changes in operating assets and liabilities

      

Decrease(increase) in trade receivables

     216,818       (303,340     (81,217

Decrease(increase) in other receivables

     (779,803     (346,013     356,643  

Decrease(increase) in other current assets

     48,549       11,792       (123,258

Decrease(increase) in other non-current assets

     (51,765     (43,790     19,556  

Decrease(increase) in inventories

     167,873       (205,403     (480,543

Increase(decrease) in trade payables

     (114,838     162,110       (167,841

Increase(decrease) in other payables

     706,771       214,689       (448,301

Increase in other current liabilities

     37,798       288,553       291,548  

Increase in other non-current liabilities

     30,762       174,618       144,072  

Decrease(Increase) in provisions

     (12,583     (12,574     85,946  

Decrease(Increase) in deferred revenue

     (69,179     (13,086     48,201  

Increase in plan assets

     (224,244     (203,420     (53,301

Payment of severance benefits

     (121,835     (118,391     (153,209
  

 

 

   

 

 

   

 

 

 

4. Cash generated from operations (1+2+3)

   5,202,520     4,318,884     4,212,222  
  

 

 

   

 

 

   

 

 

 

 

  1

BC Card Co., Ltd. and other subsidiaries of the Group recognized interest income and expenses as operating income and expenses, respectively. Related interest income recognized as operating revenue is 21,021 million (2017: 15,561 million) and related interest expense recognized as operating expense is 21 million (2017: zero) for the year ended December 31, 2018.

The Group made agreements with securitization specialty companies and disposed of its trade receivables related to handset sales (Note 20). Cash flows from the disposals are presented in cash generated from operations.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Significant transactions not affecting cash flows for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2016     2017     2018  

Reclassification of the current portion of borrowings

   1,617,175     1,416,066     1,149,599  

Reclassification of construction-in-progress to property and equipment

     2,212,324       2,686,591       1,988,014  

Reclassification of accounts payable from property and equipment

     91,407       225,601       122,185  

Reclassification of accounts payable from intangible assets

     668,564       (227,108     584,595  

Reclassification of payable from defined benefit liability

     5,746       36,209       (31,838

Reclassification of payable from plan assets

     (9,731     43,035       (9,497

 

33.

Changes in Liabilities Arising from Financing Activities

Changes in liabilities arising from financial activities for the periods ended December 31, 2017 and 2018, are as follows:

 

(In millions of
Korean won)
  2017  
  Beginning     Cash flows     Non-cash     Ending  
 

Newly

acquired

   

Exchange

difference

   

Fair value

change

   

Scope

changes

    Others        

Borrowing

  8,120,791     (1,163,917   —       (221,495   —       (2,206   (49,511   6,683,662  

Financial lease liabilities

    180,714       (71,735     68,938       —         —         —         (1,039     176,878  

Derivative liabilities

    16,901       —         —         130,674       (28,015     —         (20,740     98,820  

Derivative assets

    (227,318     71,370       —         76,552       (2,687     —         74,694       (7,389

Total

  8,091,088     (1,164,282   68,938     (14,269   (30,702   (2,206   3,404     6,951,971  
(In millions of
Korean won)
  2018  
  Beginning     Cash flows     Non-cash     Ending  
 

Newly

acquired

   

Exchange

difference

   

Fair value

change

   

Scope

changes

    Others        

Borrowing

  6,683,662     (139,715   —       70,095     —       15,000     19,252     6,648,294  

Financial lease liabilities

    176,878       (73,885     61,187       —         —         —         (322     163,858  

Derivative liabilities

    98,820       (14,587     —         (37,344     35,809       —         (17,631     65,067  

Derivative assets

    (7,389     11,126       —         (22,474     (3,419     —         (7,687     (29,843

Total

  6,951,971     (217,061   61,187     10,277     32,390     15,000     (6,388   6,847,376  

 

34.

Segment Information

The Group’s operating segments are as follows:

 

Details

  

Business service

Marketing/Customer

   Mobile/fixed line telecommunication service and convergence business

Corporate customer business

   B2B business and others

Finance

   Credit card business and others

Satellite TV

  

Satellite TV business

Others

   IT, facility security and global business, and others

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Details of each segment for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

     2016  
(In millions of Korean won)   

Operating

revenues

   

Operating

income

   

Depreciation

and Amortization

 

Marketing/Customer

   16,187,739     1,093,377     2,870,161  

Finance

     3,577,549       208,566       28,868  

Satellite TV

     668,945       79,987       98,895  

Others

     6,308,203       40,047       339,429  
  

 

 

   

 

 

   

 

 

 
     26,742,436       1,421,977       3,337,353  

Elimination

     (3,578,234     (38,873     7,913  
  

 

 

   

 

 

   

 

 

 

Consolidated amount

   23,164,202     1,383,104     3,345,266  
  

 

 

   

 

 

   

 

 

 

 

     2017  
(In millions of Korean won)   

Operating

revenues

   

Operating

Income (loss)

   

Depreciation

and Amortization

 

Marketing/Customer

   16,242,552     1,018,593     2,895,930  

Finance

     3,637,917       205,678       28,827  

Satellite TV

     685,822       75,373       99,216  

Others

     6,651,552       (187,090     332,153  
  

 

 

   

 

 

   

 

 

 
     27,217,843       1,112,554       3,356,126  

Elimination

     (3,670,914     (43,462     8,376  
  

 

 

   

 

 

   

 

 

 

Consolidated amount

   23,546,929     1,069,092     3,364,502  
  

 

 

   

 

 

   

 

 

 

 

     2018  
(In millions of Korean won)   

Operating

revenues

   

Operating

Income (loss)

   

Depreciation

and Amortization

 

Marketing/Customer

   14,061,629     886,515     2,293,809  

Corporate customer business1

     2,509,880       208,584       546,635  

Finance

     3,560,417       145,463       22,504  

Satellite TV

     690,821       66,735       98,310  

Others

     6,349,546       (154,130     313,511  
  

 

 

   

 

 

   

 

 

 
     27,172,293       1,153,167       3,274,769  

Elimination

     (3,736,243     (52,307     6,963  
  

 

 

   

 

 

   

 

 

 

Consolidated amount

   23,436,050     1,100,860     3,281,732  
  

 

 

   

 

 

   

 

 

 

 

  1

The reporting segment of the current period has changed. However, the reporting segment of the prior period has not been restated to reflect the change.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Operating revenues for the year ended December 31, 2016, 2017 and 2018 and non-current assets as at December 31, 2017 and 2018 by geographical regions, are as follows:

 

(In millions of

Korean won)

  

Operating revenues

  

Non-current assets1

Location    2016    2017    2018    2017.12.31    2018.12.31

Domestic

   23,069,579    23,481,703    23,376,218    17,246,640    17,426,879

Overseas

   94,623    65,226    59,832    137,914    139,585
  

 

  

 

  

 

  

 

  

 

Total

   23,164,202    23,546,929    23,436,050    17,384,554    17,566,464
  

 

  

 

  

 

  

 

  

 

 

  1

Non-current assets include property, plant and equipment, intangible assets and investment properties.

35. Related Party Transactions

The list of related party of the Group as at December 31, 2018, is as follows:

 

Relationship    Name of Entry

Associates and joint ventures

   Korea Information & Technology Investment Fund, K- Realty CR-REITs No.1, KT-SB Venture Investment Fund, Boston Global Film & Contents Fund L.P., QTT Global (Group) Company Limited, CU Industrial Development Co., Ltd., PHI Healthcare. (HooH Healthcare Inc.), KD Living, Inc., Oscar Ent. Co., Ltd., KT-CKP New Media Investment Fund, LoginD Co., Ltd., K-REALTY CR-REIT 6, K Bank, Inc., ISU-kth Contents Investment Fund, Daiwon Broadcasting Co., Ltd., KT-DSC creative economy youth start-up investment fund, Gyeonggi-KT Green Growth Fund, Korea electronic Vehicle charging service, PT. Mitra Transaksi Indonesia, K-REALTY RENTAL HOUSING REIT 2, AI RESEARCH INSTITUTE, KT-IBKC Future Investment Fund 1, Gyeonggi-KT Yoojin Superman Fund, FUNDA Co., Ltd., FUNDA Co., Ltd., CHAMP IT Co., Ltd., GE Premier 1st Corporate Restructuring Real Estate Investment Trust Company, Alliance Internet Corp., JB Emerging Market Specialty Investment Private Equity Trust No.1, Little big pictures.

 

F-79


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Outstanding balances of receivables and payables in relations to transactions with related parties as at December 31, 2017 and 2018, are as follows:

 

         December 31, 2017  
         Receivables     Payables  
(In millions of Korean won)   Trade
receivables
    Loans     Other
receivables
    Other
payables
 

Associates and joint ventures

   K-REALTY CR REITs No.1   778     —       33,800     —    
   MOS GS Co., Ltd.     17       —         —         392  
   MOS Daegu Co., Ltd.     1       —         —         1,388  
   MOS Chungcheong Co., Ltd.     1       —         290       1,827  
   MOS Gangnam Co., Ltd.     6       —         1       287  
   MOS GB Co., Ltd.     17       —         1       778  
   MOS BS Co., Ltd.     34       —         1       46  
   MOS Honam Co., Ltd.     2       —         1       384  
   K Bank, Inc.     1,338       —         7,994       296  
   NgeneBio     1       2,510       —         3  
   Others     54       —         1,281       2,135  
    

 

 

   

 

 

   

 

 

   

 

 

 
  

Total

  2,249     2,510     43,369     7,536  
    

 

 

   

 

 

   

 

 

   

 

 

 

 

     December 31, 2018  
          Receivables      Payables  
(In millions of Korean won)    Trade
receivables
     Other
receivables
     Trade
payables
     Other
payables
 

Associates and joint ventures

   K-REALTY CR REITs No.1    674      30,910      —        —    
   K Bank, Inc.      627        12,435        —          296  
   Others      777        1,225        4        1,116  
     

 

 

    

 

 

    

 

 

    

 

 

 
   Total    2,078      44,570      4      1,412  
     

 

 

    

 

 

    

 

 

    

 

 

 

Significant transactions with related parties for the years ended December 31, 2016, 2017 and 2018, are as follows:

 

          2016  
(In millions of Korean won)    Sales      Purchases2  

Associates and joint ventures

   KT Wibro Infra Co., Ltd.    11      391  
   Smart Channel Co., Ltd.1      766        —    
   K- Realty CR-REITs No.1      1,989        37,469  
   MOS GS Co., Ltd.      663        17,361  
   MOS Daegu Co., Ltd.      291        12,220  
   MOS Chungcheong Co., Ltd.      408        13,469  
   MOS Gangnam Co., Ltd.      412        15,797  
   MOS GB Co., Ltd.      891        21,802  
   MOS BS Co., Ltd.      441        15,346  
   MOS Honam Co., Ltd.      418        14,389  
   Others      1,719        29,422  
     

 

 

    

 

 

 
  

Total

   8,009      177,666  
     

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  1

The transactions for the year ended December 31, 2016, before Smart Channel Co., Ltd. was included in the consolidation scope.

  2

Amounts include acquisition of primarily property and equipment.

 

          2017  
(In millions of Korean won)    Sales      Purchases1  

Associates and joint ventures

   K- Realty CR-REITs No.1    2,233      35,532  
   MOS GS Co., Ltd.      704        16,946  
   MOS Daegu Co., Ltd.      335        8,514  
   MOS Chungcheong Co., Ltd.      455        15,542  
   MOS Gangnam Co., Ltd.      484        16,380  
   MOS GB Co., Ltd.      987        21,651  
   MOS BS Co., Ltd.      460        15,957  
   MOS Honam Co., Ltd.      493        14,294  
   K Bank, Inc.      29,939        59  
   NgeneBio2      43        —    
   Others      1,149        11,384  
     

 

 

    

 

 

 
  

Total

   37,282      156,259  
  

 

 

    

 

 

 

 

  1

The amount includes acquisition of primarily property and equipment.

  2

It is the amount after excluded from consolidation during the year.

 

          2018  
(In millions of Korean won)    Sales      Purchases1  

Associates and joint ventures

   K- Realty CR-REITs No.1    2,088      31,984  
   MOS GS Co., Ltd.2      493        12,023  
   MOS Daegu Co., Ltd.2      229        8,775  
   MOS Chungcheong Co., Ltd.2      540        9,159  
   MOS Gangnam Co., Ltd.2      333        11,549  
   MOS GB Co., Ltd.2      1,378        16,519  
   MOS BS Co., Ltd.2      324        11,193  
   MOS Honam Co., Ltd.2      331        10,499  
   K Bank, Inc.      15,705        7,004  
   NgeneBio3      3        —    
   Others      2,888        9,547  
     

 

 

    

 

 

 
  

Total

   24,312      128,252  
  

 

 

    

 

 

 

 

  1

Amounts include acquisition of primarily property and equipment.

  2

It is the amount before excluded from consolidation during the year.

  3

It is the amount before excluded from associates during the year

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Key management compensation for the years ended December 31, 2016, 2017 and 2018, consists of:

 

(In millions of Korean won)    2016      2017      2018  

Salaries and other short-term benefits

   2,629      2,879      2,762  

Post-employment benefits

     381        311        751  

Stock-based compensation

     1,237        1,331        878  
  

 

 

    

 

 

    

 

 

 

Total

   4,247      4,521      4,391  
  

 

 

    

 

 

    

 

 

 

Fund transactions with related parties for the years ended December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    2017  
   Equity
contributions
in cash
     Dividend
income
 

Associates and joint ventures

     

PT. Mitra Transaksi Indonesia

   5,194      —    

KT-IBKC future investment fund 1

     7,500        —    

CHAMP IT Co., Ltd.

     750        —    

Korea Electronic Vehicle Charging Service

     864        —    

Gyeonggi-KT Yoojin Superman Fund

     1,000        —    

K-REALTY CR REIT 1

     —          5,392  

K Bank, Inc.

     26,543        —    

Korea Information & Technology Investment Fund

     —          739  

MOS GS Co., Ltd.

     —          12  

MOS Daegu Co., Ltd.

     —          12  

MOS Chungcheong Co., Ltd.

     —          12  

MOS Gangnam Co., Ltd.

     —          10  

MOS GB Co., Ltd.

     —          15  

MOS BS Co., Ltd.

     —          10  

MOS Honam Co., Ltd.

     —          10  
  

 

 

    

 

 

 

Total

   41,851      6,212  
  

 

 

    

 

 

 

 

F-82


Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    2018  
   Equity
contributions
in cash and
others
    Dividend
income
 

Associates and joint ventures

    

PHI Healthcare Inc. (HooH Healthcare Inc.)

   1,000     —    

KT-CKP New Media Investment Fund

     (1,229     —    

PT. Mitra Transaksi Indonesia1

     1,567       —    

Gyeonggi-KT Yoojin Superman Fund

     1,000       —    

KT-DSC creative economy youth start-up investment fund

     (1,800     —    

KT-IBKC future investment fund 1

     (1,050     —    

Korea Electronic Vehicle Charging Service

     168       —    

K Bank, Inc.

     26,725       —    

GE Premier 1st Corporate Restructuring Real Estate Investment Trust Company

     (3,423     —    

JB Emerging Market Specialty Investment Private Equity Trust No.1

     3,960       202  

K-REALTY CR REIT 1

     —         8,932  

Korea Information & Technology Investment Fund

     —         1,842  

MOS GS Co., Ltd.2

     (147     8  

MOS Daegu Co., Ltd.2

     (147     8  

MOS Chungcheong Co., Ltd.2

     (153     8  

MOS Gangnam Co., Ltd.2

     (180     10  

MOS GB Co., Ltd.2

     (203     12  

MOS BS Co., Ltd.2

     (183     10  

MOS Honam Co., Ltd.2

     (206     10  

Daiwon Broadcasting Co., Ltd.

     —         85  

Boston Global Film & Contents Fund L.P.

     (986     —    

Gyeonggi-KT Green Growth Fund

     —         19  
  

 

 

   

 

 

 

Total

   24,713     11,146  
  

 

 

   

 

 

 

 

1

It is the amount before reclassification to assets held for sale.

2

It is the amount before included in consolidation during the year.

 

36.

Financial Risk Management

(1) Financial Risk Factors

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, fair value interest rate risk, cash flow interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures such as cash flow risk.

The Group’s financial policy is set up in the long-term perspective and annually reported to the Board of Directors. The financial risk management is carried out by the Value Management Office, which identifies, evaluates and hedges financial risks. The treasury department in the Value Management Office considers various finance market conditions to estimate the effect from the market changes.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

1) Market risk

The Group’s market risk management focuses on controlling the extent of exposure to the risk in order to minimize revenue volatility. Market risk is a risk that decreases value or profit of the Group’s portfolio due to changes in market interest rate, foreign exchange rate and other factors.

(i) Sensitivity analysis

Sensitivity analysis is performed for each type of market risk to which the Group is exposed. Reasonably possible changes in the relevant risk variable such as prevailing market interest rates, currency rates, equity prices or commodity prices are estimated and if the rate of change in the underlying risk variable is stable, the Group does not alter the chosen reasonably possible change in the risk variable. The reasonably possible change does not include remote or ‘worst case’ scenarios or ‘stress tests’.

(ii) Foreign exchange risk

The Group is exposed to foreign exchange risk arising from operating, investing and financing activities. Foreign exchange risk is managed within the range of the possible effect on the Group’s cash flows. Foreign exchange risk (i.e. foreign currency translation of overseas operating assets and liabilities) unaffecting the Group’s cash flows is not hedged but can be hedged at a particular situation.

As at December 31, 2016, 2017 and 2018, if the foreign exchange rate had strengthened/weakened by 10% with all other variables held constant, the effects on profit before income tax and shareholders’ equity would have been as follows:

 

(In millions of Korean won)    Fluctuation of
foreign exchange
rate
    Income before tax1     Shareholders’ equity  

2016.12.31

     10     (28,134     (23,817
     -10     28,134       23,817  

2017.12.31

     10     (10,132     (7,273
     -10     10,132       7,273  

2018.12.31

     10     (2,350     633  
     -10     (2,851     (62

 

1

Computed with considering derivatives hedging effect applied by the Group to hedge foreign exchange risk of liabilities in foreign currencies

The above analysis is a simple sensitivity analysis which assumes that all the variables other than foreign exchange rates are held constant. Therefore, the analysis does not reflect any correlation between foreign exchange rates and other variables, nor the management’s decision to decrease the risk.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Details of financial assets and liabilities in foreign currencies as at December 31, 2016, 2017 and 2018, are as follows:

 

(In thousands of foreign
currencies)
   2016      2017      2018  
   Financial
assets
     Financial
liabilities
     Financial
assets
     Financial
liabilities
     Financial
assets
     Financial
liabilities
 

USD

     210,474        2,536,090        236,476        1,908,831        279,327        1,893,782  

SDR1

     311        737        306        738        267        730  

JPY

     80,555        21,802,051        28,267        21,801,443        66,078        50,000,000  

GBP

     1        151        —          74        —          256  

EUR

     40        2,571        186        3,625        2        6  

DZD2

     471        —          47        —          618        —    

CNY

     15,262        381        46,555        10        16,315        271  

UZS3

     39,531        —          136,787        —          121,053        —    

RWF4

     1,203        —          3,346        —          857        —    

THB5

     —          —          —          —          1,685        1,685  

IDR6

     15,646,011        53,142,167        14,886,393        710,162        64,240,286        41,510,330  

MMK7

     2,750        —          84        —          84        —    

TZS8

     29,987        —          317,348        —          —          2,876  

BWP9

     15        —          42        —          897        —    

HKD

     254        —          —          —          —          —    

BDT10

     69,473        —          38,074        —          39,494        —    

PLN11

     106,025        —          338        —          26        —    

VND12

     515,412        —          311,649        —          467,272        —    

XAF13

     —          —          —          —          666        —    

CHF14

     —          —          —          12        —          —    

 

  1

Special Drawing Rights.

  2

Algeria Dinar.

  3

Uzbekistan Sum.

  4

Rwanda Franc.

  5

Thailand Bhat.

  6

Indonesia Rupiah.

  7

Myanmar Kyat.

  8

Tanzanian Shilling.

  9

Botswana Pula.

  10

Bangladesh Taka.

  11

Polish Zloty.

  12

Vietnam Dong.

  13

Central African Franc.

  14

Confoederatio Helvetia Franc.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(iii) Price risk

As at December 31, 2016, 2017 and 2018, the Group is exposed to equity securities price risk because the securities held by the Group are traded in active markets. If the market prices had increased/decreased by 10% with all other variables held constant, the effects on profit before income tax and shareholders’ equity would have been as follows:

 

(In millions of Korean won)    Fluctuation of price   Income before tax     Equity  

2016.12.31

   10%   —       539  
   -10%     —         (539

2017.12.31

   10%   —       686  
   -10%     —         (686

2018.12.31

   10%   12     898  
   -10%     (12     (898

The above analysis is based on the assumption that the equity index had increased/decreased by 10% with all other variables held constant and all the Group’s marketable equity instruments had moved according to the historical correlation with the index. Gain or loss on equity securities classified as financial assets at fair value through profit or loss and financial assets at fair value through other comprehensive income can increase or decrease equity.

(iv) Cash flow and fair value interest rate risk

The Group’s interest rate risk arises from liabilities in foreign currency such as foreign currency debentures. Debentures in foreign currency issued at variable rates expose the Group to cash flow interest rate risk which is partially offset by swap transactions. Debentures and borrowings issued at fixed rates expose the Group to fair value interest rate risk. The Group sets the policy and operates to minimize the uncertainty of the changes in interest rates and financial costs.

As at December 31, 2016, 2017 and 2018, if the market interest rate had increased/decreased by 100 bp with other variables held constant, the effects on profit before income tax and shareholders’ equity would be as follows:

 

(In millions of Korean won)   

Fluctuation of

interest rate

   Income before tax     Shareholders’ equity  

2016.12.31

   + 100 bp    (3,456   (1,673
   - 100 bp      3,445       (5,025

2017.12.31

   + 100 bp    1,942     4,868  
   - 100 bp      (1,954     (5,198

2018.12.31

   + 100 bp    1,059     9,689  
   - 100 bp      (1,958     (10,237

The above analysis is a simple sensitivity analysis which assumes that all the variables other than market interest rates are held constant. Therefore, the analysis does not reflect any correlation between market interest rates and other variables, nor the management’s decision to decrease the risk.

2) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group’s trade receivables from customers, debt securities and others.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  -

Risk management

Credit risk is managed on the Group basis with the purpose of minimizing financial loss. Credit risk arises from the normal transactions and investing activities, where clients or other party fails to discharge an obligation on contract conditions. To manage credit risk, the Group considers the counterparty’s credit based on the counterparty’s financial conditions, default history and other important factors.

Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as outstanding receivables. To minimize such risk, only the financial institutions with strong credit ratings are accepted.

The Group’s investments in debt instruments are considered to be low risk investments. The credit ratings of the investments are monitored for credit deterioration.

 

  -

Security

For some trade receivables, the Group may obtain security in the form of guarantees or letters of credit, etc. which can be called upon if the counterparty is in default under the terms of the agreement.

 

  -

Impairment of financial assets

The Group has four types of financial assets that are subject to the expected credit loss model:

 

   

trade receivables for sales of goods and provision of services,

 

   

contract assets relating to provision of services,

 

   

debt investments carried at fair value through other comprehensive income, and

 

   

other financial assets carried at amortized cost.

While cash equivalents are also subject to the impairment requirement, the identified impairment loss was immaterial.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

As at December 31, 2017 and 2018, maximum exposure to credit risk is as follows.

 

(In millions of Korean won)    December 31, 2017      December 31, 2018  

Cash and cash equivalents (except for cash on hand)

   1,926,620      2,284,885  

Trade and other receivables

     

Financial assets at amortized costs

     6,793,397        5,425,996  

Financial assets at fair value through other comprehensive income

     —          1,097,348  

Contract assets

     —          398,797  

Other financial assets

     

Derivatives financial assets for hedging

     7,389        29,843  

Financial assets at fair value through profit or loss

     5,813        714,653  

Financial assets at fair value through other comprehensive income

     —          6,909  

Financial assets at amortized costs

     —          484,271  

Available-for-sale financial assets

     9,899        —    

Held-to-maturity financial assets

     151        —    

Financial instruments and others

     1,333,317        —    

Financial guarantee contracts1

     143,969        65,760  
  

 

 

    

 

 

 

Total

   10,220,555      10,508,462  
  

 

 

    

 

 

 

 

  1

It is total amount guaranteed by the Group according to the guarantee contracts.

(i) Trade receivables and contract assets

The Group applies the simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables and contract assets.

(ii) Cash equivalents (except for cash on hand)

The Group is also exposed to credit risk in relation to financial assets that are measured at fair value through profit or loss. The maximum exposure at the end of the reporting period is the carrying amount of these investments.

(iii) Other financial assets at amortized costs

Other financial assets at amortized cost include time deposits, other long-term financial instruments and others. All of the financial assets at amortized costs are considered to have low credit risk, and the loss allowance recognized during the period was, therefore, limited to 12 months expected losses. Management consider ‘low credit risk’ for other instruments when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.

(iv) Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income include available-for-sale recognized in the prior financial year.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

All of the debt investments at fair value through other comprehensive income are considered to have low credit risk, and the loss allowance recognized during the period was, therefore, limited to 12 months expected losses. Management consider ‘low credit risk’ for other instruments when they have a low risk of default and the issuer has a strong capacity to meet its contractual cash flow obligations in the near term.

The Group is also exposed to credit risk in relation to financial assets that are measured at fair value through other comprehensive income. The maximum exposure at the end of the reporting period is the carrying amount of these investments.

(v) Financial assets at fair value through profit or loss

The Group is also exposed to credit risk in relation to financial assets that are measured at fair value through profit or loss. The maximum exposure at the end of the reporting period is the carrying amount of these investments.

3) Liquidity risk

The Group manages its liquidity risk by liquidity strategy and plans. The Group considers the maturity of financial assets and financial liabilities and the estimated cash flows from operations.

The table below analyzes the Group’s liabilities (including interest expenses) into relevant maturity groups based on the remaining period at the date of the end of each reporting period to the contractual maturity date. These amounts are contractual undiscounted cash flows and can differ from the amount in the financial statements.

 

     December 31, 2017  
(In millions of Korean won)    Less than 1 year      1-5 years     

More than 5

years

     Total  

Trade and other payables

   7,882,861      1,219,835      161,497      9,264,193  

Borrowings(including debentures)

     1,623,996        3,666,726        2,317,209        7,607,931  

Other non-derivative financial liabilities

     4,117        31,290        142,706        178,113  

Financial guarantee contracts1

     26,738        —          —          26,738  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   9,537,712      4,917,851      2,621,412      17,076,975  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     December 31, 2018  
(In millions of Korean won)    Less than 1 year      1-5 years      More than 5
years
     Total  

Trade and other payables

   7,287,436      1,173,579      492,429      8,953,444  

Borrowings(including debentures)

     1,507,232        3,669,060        2,378,272        7,554,564  

Other non-derivative financial liabilities

     6,123        37,358        132,152        175,633  

Financial guarantee contracts1

     52,734        13,026        —          65,760  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   8,853,525      4,893,023      3,002,853      16,749,401  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1

It is total amount guaranteed by the Group according to guarantee contracts. Cash flow from financial guarantee contracts is classified as the maturity group in the earliest period when the financial guarantee contracts can be executed.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Cash outflow and inflow of derivatives settled gross or net are undiscounted contractual cash flow and can differ from the amount in the financial statements.

 

     December 31, 2016  
(In millions of Korean won)    Less than 1 year      1-5 years      More than 5
years
     Total  

Outflow

   1,174,147      1,176,715      536,005      2,886,867  

Inflow

     1,302,112        1,306,199        588,559        3,196,870  

 

     December 31, 2017  
(In millions of Korean won)    Less than 1 year      1-5 years      More than 5
years
     Total  

Outflow

   638,171         546,791      526,633      1,711,595  

Inflow

     608,270        568,976        509,558        1,686,804  

 

     December 31, 2018  
(In millions of Korean won)    Less than 1 year      1-5 years      More than
5 years
     Total  

Outflow

   455,343      1,466,915      517,301      2,439,559  

Inflow

     484,505        1,492,718        519,133        2,496,356  

(2) Management of Capital Risk

The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other shareholders and to maintain an optimal capital structure to reduce the cost of capital.

The Group’s capital structure consists of liabilities including borrowings, cash and cash equivalents, and shareholders’ equity. The treasury department monitors the Group’s capital structure and considers cost of capital and risks related each capital component.

The debt-to-equity ratios as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017     December 31, 2018  

Total liabilities

   16,712,367     17,815,630  

Total equity

     13,183,354       14,658,490  

Debt-to-equity ratio

     127     122

The Group manages capital on the basis of the gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is calculated as total borrowings less cash and cash equivalents. Total capital is calculated as ‘equity’ in the statement of financial position plus net debt.

The gearing ratios as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won, %)    December 31, 2017     December 31, 2018  

Total borrowings

   6,860,539     6,648,293  

Less: cash and cash equivalents

     (1,928,182     (2,703,422
  

 

 

   

 

 

 

Net debt

     4,932,357       3,944,871  

Total equity

     13,183,354       14,658,490  

Total capital

     18,115,711       18,603,361  

Gearing ratio

     27     21

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(3) Offsetting Financial Assets and Financial Liabilities

Details of the Group’s recognized financial assets subject to enforceable master netting arrangements or similar agreements are as follows:

 

(In millions of Korean won)    December 31, 2017  
     Gross
assets
     Gross
liabilities
offset
   

Net amounts
presented in
the statement
of financial

position

    

 

Amounts not offset

     Net
amount
 
   Financial
instruments
    Cash
collateral
 

Derivative used for hedge1

   3,284      —       3,284      (3,284   —        —    

Trade receivables2

     85,755        (5,010     80,745        (73,109     —          7,636  

Other financial assets

     8,680        (436     8,244        (5,307     —          2,937  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   97,719      (5,446   92,273      (81,700   —        10,573  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

(In millions of Korean won)    December 31, 2018  
     Gross
assets
     Gross
liabilities
offset
   

Net amounts
presented in
the statement
of financial

position

    

 

Amounts not offset

     Net
amount
 
   Financial
instruments
    Cash
collateral
 

Trade receivables2

   78,833      (1   78,832      (76,414   —        2,418  

Other financial assets

     19,825        —         19,825        (19,825     —          —    
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   98,658      (1   98,657      (96,239   —        2,418  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

  1

It is the amount applied with master netting arrangements under the standard contract of International Swap and Derivatives Association (ISDA).

  2

It is the amount for the Controlling Company and KT Powertel Co., Ltd, a subsidiary of the Group, applied with netting arrangements under the reference offer of the telecommunication facility interconnection and sharing data among telecommunications companies

The Group’s recognized financial liabilities subject to enforceable master netting arrangements or similar agreements are as follows:

 

(In millions of Korean won)    December 31, 2017  
     Gross
liabilities
    

Gross
assets

offset

   

Net amounts
presented in
the statement
of financial

position

    

 

Amounts not offset

     Net
amount
 
   Financial
instruments
    Cash
collateral
 

Derivative used for hedging1

   26,135      —       26,135      (3,284   —        22,851  

Trade payables2

     80,829        (5,217     75,612        (73,109     —          2,503  

Other financial liabilities

     5,549        (229     5,320        (5,307     —          13  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   112,513      (5,446   107,067      (81,700   —        25,367  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    December 31, 2018  
     Gross
liabilities
    

Gross
assets

offset

   

Net amounts
presented in
the statement
of financial

position

    

 

Amounts not offset

     Net
amount
 
   Financial
instruments
    Cash
collateral
 

Trade payables2

   78,317      —       78,317      (76,413   —        1,904  

Other financial liabilities

     19,827        (1     19,826        (19,825     —          1  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 
   98,144      (1   98,143      (96,238   —        1,905  
  

 

 

    

 

 

   

 

 

    

 

 

   

 

 

    

 

 

 

 

  1

It is the amount applied with master netting arrangements under the standard contract of International Swap and Derivatives Association (ISDA).

  2

It is the amount for the Controlling Company and KT Powertel Co., Ltd, a subsidiary of the Group, applied with netting arrangements under the reference offer of the telecommunication facility interconnection and sharing data among telecommunications companies.

 

37.

Fair Value

 

  37.1

Fair Value of Financial Instruments by Category

Carrying amount and fair value of financial instruments by category as at December 31, 2017 and 2018, are as follows:

 

     December 31, 2017      December 31, 2018  
(In millions of Korean won)    Carrying
amount
     Fair value      Carrying
amount
     Fair value  

Financial assets

           

Cash and cash equivalents

   1,928,182            1       2,703,422            1   

Trade and other receivables

           

Financial assets measured at amortized cost

     6,793,397            1         5,425,996            1   

Financial assets at fair value through other comprehensive income

     —          —          1,097,348        1,097,348  

Other financial assets

           

Financial assets measured at amortized cost2

     1,333,368            1         484,271            1   

Financial assets at fair value through profit or loss2

     5,913        5,913        777,685        777,685  

Financial assets at fair value through other comprehensive income2

     —          —          326,157        326,157  

Available-for-sale financial assets3

     319,402        319,402        —          —    

Derivative financial assets for hedging

     7,389        7,389        29,843        29,843  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   10,387,651         10,844,722     
  

 

 

       

 

 

    

Financial liabilities

           

Trade and other payables

   8,427,457            1       8,521,379            1   

Borrowings

     6,683,662        6,738,326        6,648,293            1   

Other financial liabilities

           

Financial liabilities at amortized cost

     87,670            1         99,330            1   

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

     December 31, 2017      December 31, 2018  
(In millions of Korean won)    Carrying
amount
     Fair value      Carrying
amount
     Fair value  

Financial liabilities at fair value through profit or loss

     5,051        5,051        7,758        7,758  

Derivative financial liabilities for hedging

     93,770        93,770        57,308        57,308  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   15,297,610         15,334,068     
  

 

 

       

 

 

    

 

  1

The Group did not conduct fair value estimation since the book amount is a reasonable approximation of the fair value.

  2

In the prior year, a portion of the equity instrument was classified as available-for-sale financial assets and financial assets held-to-maturity.

  3

As at December 31, 2017, equity instruments that do not have a quoted price in an active market are measured at cost because their fair value cannot be measured reliably and excluded from the fair value disclosures.

 

  37.2

Fair Value Hierarchy

Assets measured at fair value or for which the fair value is disclosed are categorized within the fair value hierarchy, and the defined levels are as follows:

 

   

Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).

 

   

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, prices) or indirectly (that is, derived from prices) (Level 2).

 

   

Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Fair value hierarchy classifications of the financial assets and financial liabilities that are measured at fair value or its fair value is disclosed as at December 31, 2017 and 2018, are as follows:

 

     December 31, 2017  
(In millions of Korean won)    Level 1      Level 2      Level 3      Total  

Assets

           

Recurring fair value measurements

           

Other financial assets

           

Financial assets at fair value through profit or loss

   —        —        5,813      5,813  

Derivative financial assets for hedging

     —          7,389        —          7,389  

Available-for-sale financial assets

     6,859        5,466        307,077        319,402  

Disclosed fair value

           
  

 

 

    

 

 

    

 

 

    

 

 

 

Investment properties1

     —          —          1,755,600        1,755,600  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   6,859      12,855      2,068,490      2,088,204  
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Recurring fair value measurements

           

Financial liabilities at fair value through profit or loss

   —        —        5,051      5,051  

Derivative financial liabilities for hedging

     —          76,045        17,725        93,770  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   —        76,045      22,776      98,821  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1

The highest and best use of a non-financial asset does not differ from its current use.

 

    December 31, 2018  
(In millions of Korean won)   Level 1     Level 2     Level 3     Total  

Assets

       

Trade and other receivables

       

Financial assets at fair value through other comprehensive income

  —       1,097,348     —       1,097,348  

Other financial assets

       

Financial assets at fair value through profit or loss1

    121       613,964       163,600       777,685  

Financial assets at fair value through other comprehensive income1

    8,861       5,760       311,536       326,157  

Derivative financial assets for hedging

    —         29,843       —         29,843  

Disclosed fair value

       
 

 

 

   

 

 

   

 

 

   

 

 

 

Investment properties2

    —         —         1,821,061       1,821,061  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  8,982     1,746,915     2,296,197     4,052,094  
 

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

       

Other financial liabilities

       

Financial liabilities at fair value through profit or loss

  —       —       7,758     7,758  

Derivative financial liabilities for hedging

    —         47,125       10,183       57,308  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  —       47,125     17,941     65,066  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  1

In the prior year, a portion of the equity instrument was classified as available-for-sale financial assets.

  2

The highest and best use of a non-financial asset does not differ from its current use.

 

  37.3

Transfers Between Fair Value Hierarchy Levels of Recurring Fair Value Measurements

 

  (a)

Details of transfers between Level 1 and Level 2 of the fair value hierarchy for the recurring fair value measurements are as follows:

There are no transfers between Level 1 and Level 2 of the fair value hierarchy for the recurring fair value measurements.

 

  (b)

Details of changes in Level 3 of the fair value hierarchy for the recurring fair value measurements as at December 31, 2017 and 2018, are as follows:

 

     2017  
(In millions of Korean won)   

Financial assets
at fair value
through

profit or loss

    Available-for-sale     Other derivative
financial
liabilities
     Derivative
financial
liabilities for
hedging
 

Beginning balance

   6,277     287,889     1,973      —    

Reclassification

     —         (277     —          —    

Amount recognized in other comprehensive income

     —         58,450       —          (1,909

Purchases

     —         85,287       —          —    

Amount recognized in profit or loss

     (464     (113     3,078        19,634  

Sales

     —         (124,159     —          —    
  

 

 

   

 

 

   

 

 

    

 

 

 

Ending balance

   5,813     307,077     5,051      17,725  
  

 

 

   

 

 

   

 

 

    

 

 

 

 

     2018  
     Financial assets     Financial liabilities  
(In millions of Korean won)    Financial assets
at fair value
through profit or
loss3
    Financial assets
at fair value
through other
comprehensive
income3
   

Financial

liabilities at fair
value through
profit or loss2

     Derivative
financial
liabilities for
hedging1
 

Beginning balance

   97,547     238,517     5,051      17,725  

Changes in accounting policy

     32,745       2,085       —          —    

Purchases

     21,365       8,802       —          —    

Reclassification

     1,581       (296     —          —    

Changes in scope of consolidation

     —         364       —          —    

Sales

     (1,852     (1,099     —          —    

Amount recognized in profit or loss1,2

     12,214       89       2,707        (17,255

Amount recognized in other comprehensive income1

     —         63,074       —          9,713  
  

 

 

   

 

 

   

 

 

    

 

 

 

Ending balance

   163,600     311,536     7,758      10,183  
  

 

 

   

 

 

   

 

 

    

 

 

 

 

  1

Amount recognized in profit or loss of derivative financial liabilities for hedging are comprised of both gain on valuation of derivatives and accumulated other comprehensive loss.

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  2

Amount recognized in profit or loss of derivative financial liabilities for hedging are comprised of loss on valuation of derivatives.

  3

In prior year, a portion of the equity instrument was classified as available-for-sale financial assets.

 

  37.4

Valuation Technique and the Inputs

Valuation techniques and inputs used in the recurring, non-recurring fair value measurements and disclosed fair values categorized within Level 2 and Level 3 of the fair value hierarchy as at December 31, 2017 and 2018, are as follows:

 

     December 31, 2017
(In millions of Korean won)    Fair value      Level      Valuation techniques

Assets

        

Other financial assets

        

Derivative financial assets for hedging

   7,389        2      DCF Model

Available-for-sale financial assets

     312,543        2,3      DCF Model

Financial assets at fair value through profit or loss

     5,813        3      DCF Model

Investment properties

     1,755,600        3      DCF Model

Liabilities

        

Other financial liabilities

        

Derivative financial liabilities for hedging

   93,770        2,3     

Hull-White model,

DCF Model

Other derivative financial liabilities

     5,051        3     

DCF Model,

Comparable Company Analysis

 

     December 31, 2018
(In millions of Korean won)    Fair value      Level      Valuation techniques

Assets

        

Trade and other receivables

        

Financial assets at fair value through other comprehensive income

   1,097,348        2      DCF Model

Other financial assets

        

Financial assets at fair value through profit or loss

     777,564        2,3     

DCF Model,

Adjusted net asset model

Financial assets at fair value through other comprehensive income

     317,296        2,3      DCF Model

Derivative financial assets for hedging

     29,843        2      DCF Model

Investment properties

     1,821,061        3      DCF Model

Liabilities

        

Other financial liabilities

        

Financial liabilities at fair value through profit or loss

   7,758        3     

DCF Model,

Comparable Company Analysis

Derivative financial liabilities for hedging

     57,308        2,3     

Hull-White model,

DCF Model

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  37.5

Valuation Processes for Fair Value Measurements Categorized Within Level 3

The Group uses external experts that perform the fair value measurements required for financial reporting purposes. External experts report directly to the chief financial officer (CFO), and discusses valuation processes and results with the CFO in line with the Group’s reporting dates.

 

  37.6

Gains and losses on valuation at the transaction date

In the case that the Group values derivative financial instruments using inputs not based on observable market data, and the fair value calculated by the said valuation technique differs from the transaction price, then the fair value of the financial instruments is recognized as the transaction price. The difference between the fair value at initial recognition and the transaction price is deferred and amortized using a straight-line method by maturity of the financial instruments. However, in the case that inputs of the valuation techniques become observable in markets, the remaining deferred difference is immediately recognized in full in profit for the year.

In relation to this, details and changes of the total deferred difference for the years ended December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)   2017     2018  
  Derivatives used
for hedging
    Derivative held
for trading
    Derivatives used
for hedging
    Derivative held
for trading
 

I. Beginning balance

      (8,470   6,532     (5,647

II. New transactions

    7,126       —         —         —    

III. Recognized at fair value through profit or loss

    (594     2,823       (1,425     2,823  
 

 

 

   

 

 

   

 

 

   

 

 

 

IV. Ending balance (I+II+III)

  6,532     (5,647   5,107     (2,824
 

 

 

   

 

 

   

 

 

   

 

 

 

 

38.

Interests in Unconsolidated Structured Entities

Details of information about its interests in unconsolidated structured entities, which the Group does not have control over, including the nature, purpose and activities of the structured entity and how the structured entity is financed, are as follows:

 

Classes of
entities

  

Nature, purpose, activities and others

Real estate finance

   A structured entity incorporated for the purpose of real estate development is provided with funds by investors’ investments in equity and borrowings from financial institutions (including long-term and short-term loans and issuance of ABCP due in three months), and based on these, the structured entity implements activities such as real estate acquisition, development and mortgage loans. The structured entity repays loan principals with funds incurred from instalment house sales after the completion of real estate development or with collection of the principal of mortgage loan. The remaining shares are distributed to investors. As at December 31, 2018, this entity is engaged in real estate finance structured entity, and generates revenues by receiving dividends from direct investments in or receiving interests on loans to the structured entity. Financial institutions, including the Entity, are provided with guarantees including joint guarantees or real estate collateral from investors and others.

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Classes of
entities

  

Nature, purpose, activities and others

   Consequently, the entity is a priority over other parties in the preservation of claim. However, when the credit rating of investors and others decreases or when the value of real estate decreases, the entity may be obliged to cover losses.

PEF and investment funds

   Minority investors including managing members contribute to PEF and investment funds incorporated for the purpose of providing funds to the small, medium, or venture entities, and the managing member implements activities such as investments in equity or loans based on the contributions. As at December 31, 2018, the entity is engaged in PEF and investment funds structured entity, and after contributing to PEF and investment funds, the entity receives dividends for operating revenues from these contributions. The entity is provided with underlying assets of PEF and investment funds as collateral. However, when the value of the underlying assets decreases, the entity may be obliged to cover losses.

Asset securitization

   The Group transfers accounts receivable for handset sales to its Special Purpose Company (“SPC”) for asset securitization. SPC issues the asset-backed securities with accounts receivable for handset sales as an underlying asset, and makes payment for the underlying asset acquired.

Details of scale of unconsolidated structured entities and nature of the risks associated with an entity’s interests in unconsolidated structured entities as at December 31, 2017 and 2018, are as follows:

 

(In millions of Korean won)    December 31, 2017  
   Real Estate
Finance
     PEF and
Investment
Funds
     Asset
Securitization
     Total  

Total assets of unconsolidated structured entities

   1,426,620      3,779,377      2,619,445      7,825,442  

Assets recognized in statement of financial position

           

Other financial assets

   21,800      52,666      —        74,466  

Joint ventures and associates

     10,168        164,030        —          174,198  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   31,968      216,696      —        248,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

Maximum loss exposure1

           

Investment assets

   31,968      216,696      —        248,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   31,968      216,696      —        248,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1

It includes the investments recognized in the Group’s financial statements and the amounts which are probable to be determined when certain conditions are met by agreements including purchase agreements, credit granting and others.

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)    December 31, 2018  
   Real Estate
Finance
     PEF and
Investment
Funds
     Asset
Securitization
     Total  

Total assets of unconsolidated structured entities

   1,429,910      3,701,718      2,751,208      7,882,836  

Assets recognized in statement of financial position

           

Other financial assets

   24,421      94,075      —        118,496  

Joint ventures and associates

     7,293        166,159        —          173,452  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   31,714      260,234      —        291,948  
  

 

 

    

 

 

    

 

 

    

 

 

 

Maximum loss exposure1

           

Investment assets

   31,714      260,234      —        291,948  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   31,714      260,234      —        291,948  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1

It includes the investments recognized in the Group’s financial statements and the amounts which are probable to be determined when certain conditions are met by agreements including purchase agreements, credit granting and others.

 

39.

Information About Non-controlling Interests

 

  39.1

Changes in Accumulated Non-controlling Interests

Profit or loss allocated to non-controlling interests and accumulated non-controlling interests of subsidiaries that are material to the Group for the years ended December 31, 2016, 2017 and 2018 are as follows:

 

(In millions of Korean won)   December 31, 2016  
 

Non-

controlling
Interests
rate (%)

    Accumulated
non-controlling
interests at the
beginning of
the year
    Profit or loss
allocated to
non-controlling
interests
   

Dividend paid

to non-

controlling
interests

    Others     Accumulated
non-controlling
interests at the
end of the year
 

KT Skylife Co., Ltd.

    49.73   316,880     22,445     (8,279   (1,370   329,676  

BC Card Co., Ltd.

    30.46     322,921       47,068       (44,637     3,986       329,338  

KT Powertel Co., Ltd.

    55.15     50,926       112       —         713       51,751  

KT Hitel Co., Ltd.

    35.27     50,689       1,274       —         (165     51,798  

KT Telecop Co., Ltd.

    13.18     103,428       19       —         85       103,532  

 

(In millions of Korean won)   December 31, 2017  
 

Non-

controlling
Interests
rate (%)

    Accumulated
non-controlling
interests at the
beginning of
the year
    Profit or loss
allocated to
non-controlling
interests
   

Dividend paid

to non-

controlling
interests

    Others     Accumulated
non-controlling
interests at the
end of the year
 

KT Skylife Co., Ltd.

    49.73   329,676     9,395     (9,817   (952   328,302  

BC Card Co., Ltd.

    30.46     329,338       43,961       (29,490     (4,742     339,067  

KT Powertel Co., Ltd.

    55.15     51,751       1,165       —         137       53,053  

KT Hitel Co., Ltd.

    32.87     51,798       870       —         478       53,146  

KT Telecop Co., Ltd.

    13.18     103,532       381       —         (445     103,468  

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean won)   December 31, 2018  
 

Non-

controlling
Interests
rate (%)

    Accumulated
non-controlling
interests at the
beginning of
the year
    Profit or loss
allocated to
non-controlling
interests
   

Dividend paid

to non-

controlling
interests

    Others     Accumulated
non-controlling
interests at the
end of the year
 

KT Skylife Co., Ltd.

    49.73   328,302     23,405     (8,279   30,722     374,150  

BC Card Co., Ltd.

    30.46     339,067       28,418       (35,924     13,986       345,547  

KT Powertel Co., Ltd.

    55.15     53,053       (3,058     —         2,870       52,865  

KT Hitel Co., Ltd.

    32.87     53,146       454       —         (1,264     52,336  

KT Telecop Co., Ltd.

    13.18     103,468       59       —         (170     103,357  

 

  39.2

Summarized Financial Information on Subsidiaries

The summarized financial information for each subsidiary with non-controlling interests that are material to the Group before inter-company eliminations is as follows:

Summarized consolidated statements of financial position as at December 31, 2016, 2017 and 2018, are as follows:

 

    December 31, 2016  
(In millions of Korean won)   KT Skylife
Co., Ltd.
    BC Card
Co., Ltd.
    KT Powertel
Co., Ltd.
    KT Hitel
Co., Ltd.
   

KT Telecop

Co., Ltd.

 

Non-controlling Interests rate (%)

    49.73     30.46     55.15     35.27     13.18

Current assets

  352,980     2,945,584     69,046     158,210     63,802  

Non-current assets

    424,968       705,480       44,679       90,992       201,751  

Current liabilities

    151,329       2,530,832       17,910       45,277       53,903  

Non-current liabilities

    80,123       71,571       1,989       1,664       78,441  

Equity

    546,496       1,048,661       93,826       202,261       133,209  

Operating revenue

    668,945       3,567,512       81,390       198,994       315,948  

Profit or loss for the year

    68,863       163,131       202       4,298       143  

Total comprehensive income

    68,785       178,744       202       1,399       143  

Cash flows from operating activities

    155,399       92,818       7,271       28,987       60,461  

Cash flows from investing activities

    (210,480     (37,313     (8,191     (33,238     (45,243

Cash flows from financing activities before dividend paid to non-controlling interests

    (16,647     (147,306     —         —         —    

Dividend paid to non-controlling interests

    (8,279     (44,637     —         —         —    

Gain or loss foreign currency translation

    —         (178     —         3       —    

Net (decrease)/increase in cash and cash equivalents

    (71,728     (91,801     (920     (4,251     15,218  

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

     December 31, 2017  
(In millions of Korean won)    KT Skylife
Co., Ltd.
    BC Card Co.,
Ltd.
    KT
Powertel
Co., Ltd.
    KT Hitel
Co., Ltd.
   

KT Telecop

Co., Ltd.

 

Non-controlling Interests rate (%)

     49.73     30.46     55.15     32.87     13.18

Current assets

   324,632     3,225,262     73,527     150,368     73,023  

Non-current assets

     468,261       823,001       41,598       107,872       191,330  

Current liabilities

     185,995       2,868,669       18,450       49,922       90,569  

Non-current liabilities

     24,555       86,369       487       3,021       41,064  

Equity

     582,343       1,093,225       96,188       205,297       132,720  

Operating revenue

     687,752       3,628,995       69,234       227,884       317,591  

Profit or loss for the year

     57,314       156,109       2,112       3,225       2,885  

Total comprehensive income (loss)

     55,586       141,719       2,362       3,036       (490

Cash flows from operating activities

     99,269       108,203       13,895       28,320       57,262  

Cash flows from investing activities

     (81,758     (568,518     (17,354     (36,086     (43,483

Cash flows from financing activities before dividend paid to non-controlling interests

     (19,739     (97,221     —         —         —    

Dividend paid to non-controlling interests

     (9,817     (29,490     —         —         —    

Gain or loss foreign currency translation

     —         (184     —         (47     —    

Net (decrease)/increase in cash and cash equivalents

     (2,228     (557,536     (3,459     (7,766     13,779  

 

    December 31, 2018  
(In millions of Korean won)   KT Skylife
Co., Ltd.
    BC Card
Co., Ltd.
    KT Powertel
Co., Ltd.
    KT Hitel
Co., Ltd.
   

KT Telecop

Co., Ltd.

 

Non-controlling Interests rate (%)

    49.73     30.46     55.15     32.87     13.18

Current assets

  301,739     2,997,429     84,785     161,162     52,367  

Non-current assets

    514,263       724,950       39,279       111,546       220,125  

Current liabilities

    112,411       2,520,050       27,187       63,231       85,648  

Non-current liabilities

    37,430       110,486       1,030       2,812       54,666  

Equity

    666,161       1,091,843       95,847       206,665       132,178  

Operating revenue

    694,059       3,551,715       65,620       279,117       328,262  

Profit or loss for the year

    52,010       70,889       (5,545     657       166  

Total comprehensive income (loss)

    47,787       116,604       (5,792     738       (1,517

Cash flows from operating activities

    183,474       86,299       11,603       43,855       40,351  

Cash flows from investing activities

    (139,846     128,538       (2,580     (26,335     (76,969

Cash flows from financing activities

    (77,647     (117,561     —         —         10,000  

Net increase (decrease) in cash and cash equivalents

    (34,019     97,276       9,023       17,520       (26,618

Cash and cash equivalents at beginning of year

    65,747       177,826       6,626       21,647       32,326  

Exchange differences

    —         (13     —         19       —    

Cash and cash equivalents at end of year

    31,728       275,089       15,649       39,186       5,708  

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

  39.3

Transactions with Non-controlling Interests

The effect of changes in the ownership interest on the equity attributable to owners of the Group during 2016, 2017 and 2018 is summarized as follows:

 

(In millions of Korean won)    2016      2017     2018  

Carrying amount of non-controlling interests acquired

   4,022      (732   (194

Consideration paid to non-controlling interests

     7,347        6,173       11,312  
  

 

 

    

 

 

   

 

 

 

Excess of consideration paid recognized in parent’s equity

   11,369      5,441     11,118  
  

 

 

    

 

 

   

 

 

 

 

40.

Business Combination

On May 31, 2018, the Group’s subsidiary, KT Telecop Co., Ltd. acquired the unmanned security business and SI (System Integration) business of SG Safety Corporation for 27,570 million. The acquisition is expected to increase the Group’s market share and competitiveness in the market. The Group additionally acquired treasury stock from MOS GB Co., Ltd. and MOS Chungcheong Co., Ltd., associates of the Group, for 11,048 million. The business combination is expected to enhance specialization and efficiency in installation of wireless network infrastructure and its maintenance. GENIE Music Corporation, a subsidiary of the Group, merged with CJ Digital Music Co., Ltd. (“acquired company”) by issuing 8,922,685 shares of subsidiaries to CJ ENM CO., Ltd., who owns 100% of shares of the acquired company, and acquiring all shares (1,600,000 shares) of the acquired company. The merger is expected to increase the Group’s market share in music service and distribution business, and also reduce costs through economies of scale.

Details of the business combination are as follows:

 

(In millions of Korean won)    Business line    Date    Purchase
consideration
 

SG Safety Corporation

   Unmanned security business    May 31, 2018    27,544  

KT MOS Bukbu Co., Ltd.

   Telecommunication facility maintenance    September 30, 2018      8,160  

KT MOS Nambu Co., Ltd.

   Telecommunication facility maintenance    September 30, 2018      6,310  

CJ Digital Music Co., Ltd.

   Music distribution    October 10, 2018      50,948  

Fair value of the purchase consideration from the business combination is as follows:

 

(In millions of Korean won)    SG Safety
Corporation
    KT MOS Bukbu
Co., Ltd
     KT MOS Nambu
Co., Ltd.
     CJ Digital
Music Co., Ltd.
 

Cash and cash equivalents

   28,000     6,283      4,765       

Settled receivables1

     (456                    

Fair value of equity instruments previously held2

           1,877        1,545         

Fair value of equity instruments newly issued3

                         50,948  
  

 

 

   

 

 

    

 

 

    

 

 

 

Total

   27,544     8,160      6,310      50,948  
  

 

 

   

 

 

    

 

 

    

 

 

 

 

1

Uncollected amount which incurred after the payment of consideration from adjustment of purchase consideration caused by additional retirement benefit.

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

2

The shares previously held by KT MOS Bukbu Co., Ltd. (93,994 ordinary shares) and KT MOS Nambu Co., Ltd. (65,831 ordinary shares), non-listed entities, were evaluated by using the profit approach.

3

The fair value (50,948 million) of 8,992,685 ordinary shares of GENIE Music Corporation, the consideration transferred, was based on the share price disclosed at the merger date. The issuance cost amounting to 31 million were deducted from deemed issuance price.

Fair value of the assets and liabilities recognized as a result of the acquisition at the acquisition date are as follows:

 

(In millions of Korean won)   SG Safety
Corporation
    KT MOS Bukbu
Co., Ltd
    KT MOS Nambu
Co., Ltd.
    CJ Digital
Music Co., Ltd.
 

Recognized amounts of identifiable assets acquired

  17,763     14,924     12,242     28,117  

Cash and cash equivalents

    —         7,864       3,340       1,556  

Trade and other receivables

    —         4,827       6,318       11,200  

Other current assets

    1,367       160       85       484  

Inventories

    —         —         —         5  

Current income tax assets

    —         —         75       —    

Property and equipment

    4,047       855       1,104       791  

Intangible assets

      997       478       1,860  

Distribution agency contract (included in intangibles)

    —         —         —         11,753  

Contractual customer relationship

(included in intangibles)

    10,467       —         —         468  

Deferred income tax assets

    —         113       576       —    

Other non-current assets

    1,882       10       —         —    

Other non-current financial assets

    —         98       266       —    

Recognized amounts of identifiable liabilities assumed

    5,637       10,050       6,433       25,559  

Trade and other payables

    120       6,767       3,327       18,947  

Borrowings

    5,000       —         —         —    

Other current liabilities

    —         363       703       3,481  

Current income tax liabilities

    —         103       —      

Post-employment benefit obligations

    517       2,768       2,360       311  

Deferred income tax liabilities

    —         —         —         2,497  

Other non-current liabilities

    —         49       43       323  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total

  12,126     4,874     5,809     2,558  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

As at December 31, 2018, details of the recognized goodwill as a result of the business combination are as follows:

 

(In millions of Korean won)    SG Safety
Corporation
     KT MOS Bukbu
Co., Ltd
     KT MOS Nambu
Co., Ltd.
     CJ Digital
Music Co., Ltd.
 

Purchase consideration

   27,544      8,160      6,310      50,948  

Add: Non-controlling interests1

     —          —          101        —    

Less:

           

Fair value of identifiable net assets

     12,126        4,874        5,809        2,558  
  

 

 

    

 

 

    

 

 

    

 

 

 

Goodwill2

   15,418      3,286      602      48,390  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

  1

Non-controlling interests for KT MOS Nambu Co., Ltd. acquired during the year ended December 31, 2018 are measured at proportionate shares of acquiree’s identifiable net assets.

 

  2

The goodwill from the business combination is attributable to economies of scale expected and the acquired customer relationships.

Details of cash outflows as a result of acquisition are as follows:

 

(In millions of Korean won)    SG Safety
Corporation1
     KT MOS
Bukbu
Co., Ltd
    KT MOS
Nambu
Co., Ltd.
     CJ Digital
Music
Co., Ltd.
 

Purchase consideration

          

Cash1

   28,000      6,283     4,765      —    

Less:

          

Recognized amounts of cash and cash equivalents

     —          7,864       3,340        1,556  
  

 

 

    

 

 

   

 

 

    

 

 

 

Total

   28,000      (1,581   1,425      (1,556
  

 

 

    

 

 

   

 

 

    

 

 

 

 

  1

The difference from purchase considerations of 27,544 million is attributable to uncollected settled receivables.

Since the unmanned security business acquired from SG Safety Corporation is incorporated into the Group’s main business segment, the security services business, it is difficult to identify revenue and net profit generated from business combination during the reporting period.

Since KT MOS Bukbu Co., Ltd. and KT MOS Nambu Co., Ltd. are incorporated into the network business, it is difficult to identify revenue and net profit generated from business combination during the reporting period.

According to the contract, KT Telecop Co., Ltd. has the right to be reimbursed from SG Safety Corporation in the amount equivalent to 35 times the difference between the target revenue and monthly security business revenue as at December 31, 2023. However, as at the end of the reporting period, related reimbursement asset is not recognized since it is reasonably expected that the revenue will meet its target.

 

41.

Changes in Accounting Policies

 

  (1)

Adoption of IFRS 15 Revenue from Contracts with Customers

As explained in Note 2, the Group has applied IFRS 15 Revenue from Contracts with Customers from January 1, 2018. In accordance with the transitional provisions in IFRS 15, comparative

 

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Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

figures have not been restated. Financial statement line items affected by the adoption of the new rules in the current period are as follows:

The impact on the financial statements due to the application of IFRS 15 at the date of initial application (January 1, 2018) is as follows:

 

     January 1, 2018  
(In millions of Korean won)   

Before application
of IFRS 15 (*)

     Adjustment     After application of
IFRS 15
 

Current assets

   9,828,525      1,288,908     11,117,433  

Trade and other receivables

     5,964,565        4,475       5,969,040  

Inventories

     642,027        —         642,027  

Other current assets1,2

     304,860        1,284,433       1,589,293  

Others

     2,917,073        —         2,917,073  

Non-current assets

     20,067,196        68,060       20,135,256  

Trade and other receivables

     828,832        (2,285     826,547  

Deferred income tax assets

     712,222        (352,273     359,949  

Other non-current assets1,2

     107,165        422,618       529,783  

Others

     18,418,977        —         18,418,977  
  

 

 

    

 

 

   

 

 

 

Total assets

   29,895,721      1,356,968     31,252,689  
  

 

 

    

 

 

   

 

 

 

Current liabilities

   9,474,162      269,893     9,744,055  

Trade and other payables

     7,426,088        297       7,426,385  

Deferred revenue

     17,906        33,655       51,561  

Provisions

     78,172        177       78,349  

Other current liabilities1

     258,315        235,764       494,079  

Others

     1,693,681        —         1,693,681  

Non-current liabilities

     7,238,205        80,236       7,318,441  

Deferred revenue

     91,698        23,831       115,529  

Deferred income tax liabilities

     128,462        6,905       135,367  

Other non-current liabilities1

     237,283        49,500       286,783  

Others

     6,780,762        —         6,780,762  
  

 

 

    

 

 

   

 

 

 

Total liabilities

   16,712,367      350,129     17,062,496  
  

 

 

    

 

 

   

 

 

 

Equity attribute to owners of the Controlling Company

   11,791,590      929,866     12,721,456  

Non-controlling interest

     1,391,764        76,973       1,468,737  
  

 

 

    

 

 

   

 

 

 

Total equity

   13,183,354      1,006,839     14,190,193  
  

 

 

    

 

 

   

 

 

 

 

  (*)

The amounts in this column are before the adjustments from the adoption of IFRS 9.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

The effect of adoption of IFRS 15 on the consolidated financial statements for the year ended December 31, 2018, is as follows.

 

  -

Consolidated statement of financial position

 

     December 31, 2018  
(In millions of Korean won)    Reported
Amount (*)
     Adjustments     Amount before
application of

IFRS 15
 

Current assets

   12,157,814      (1,335,128   10,822,686  

Trade and other receivables

     5,680,349        7,141       5,687,490  

Inventories

     1,074,634        53,035       1,127,669  

Other current assets1,2

     1,687,548        (1,395,304     292,244  

Others

     3,715,283        —         3,715,283  

Non-current assets

     20,316,306        (87,432     20,228,874  

Trade and other receivables

     842,995        4,617       847,612  

Deferred income tax assets

     465,369        356,928       822,297  

Other non-current assets1,2

     545,895        (448,977     96,918  

Others

     18,462,047        —         18,462,047  
  

 

 

    

 

 

   

 

 

 

Total assets

   32,474,120      (1,422,560   31,051,560  
  

 

 

    

 

 

   

 

 

 

Current liabilities

   9,394,123      (318,260   9,075,863  

Deferred revenue

     52,878        (38,057     14,821  

Provisions

     117,881        (565     117,316  

Other current liabilities1

     596,589        (279,638     316,951  

Others

     8,626,775        —         8,626,775  

Non-current liabilities

     8,421,507        (54,508     8,366,999  

Deferred revenue

     110,702        (27,233     83,469  

Deferred income tax liabilities

     204,785        (21,019     183,766  

Other non-current liabilities1

     423,626        (6,256     417,370  

Others

     7,682,394        —         7,682,394  
  

 

 

    

 

 

   

 

 

 

Total liabilities

   17,815,630      (372,768   17,442,862  
  

 

 

    

 

 

   

 

 

 

Equity attribute to owners of the Controlling Company

   13,129,901      (970,430   12,159,471  

Non-controlling interest

     1,528,589        (79,362     1,449,227  
  

 

 

    

 

 

   

 

 

 

Total equity

   14,658,490      (1,049,792   13,608,698  
  

 

 

    

 

 

   

 

 

 

 

  (*)

Amounts include adjustments arising from adoption of IFRS 9.

 

1 

Allocation the transaction price

With the implementation of IFRS 15, the Group allocates the transaction price to each performance obligation identified in the contract based on a relative stand-alone selling prices of the goods or services being provided to the customer. To allocate the transaction price to each performance obligation on a relative stand-alone price basis, the Group determines the stand-alone selling price at contract inception of the distinct goods or services underlying each performance obligation in the contract and allocate the transaction price in proportion to those stand-alone selling price. The stand-alone selling price is the price at which the Group would sell

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

promised goods or services separately to the customer. The best evidence of a stand-alone selling price is the observable price of a goods or services when the Group sells that goods or services separately in similar circumstances and to similar customers. The Group recognizes the allocated amount as contract assets or contract liabilities, and amortizes it through the remaining period which is adjusted in operating income.

In relation to this, as at December 31, 2018, contract assets and contract liabilities are increased by 398,797 million (January 1, 2018: 421,131 million) and 347,461 million (January 1, 2018: 282,836 million), respectively.

 

2 

Incremental costs of obtaining a contract

The Group pays the commission fees when new customer subscribe for telecommunication services. The incremental costs of obtaining a contract are those commission fees that the Group incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.

According to IFRS 15, the Group recognizes as an asset the incremental cost of obtaining contract and amortize it through the contract period. However, as a practical expedient, the Group recognizes the incremental costs of obtaining a contracts as an expense when incurred if the amortization period of the asset is one year or less.

In relation to this, prepaid expenses are increased by 1,444,822 million as at December 31, 2018 (January 1, 2018: 1,285,443 million).

 

  -

Consolidated statement of profit or loss

 

     2018  
(In millions of Korean won)   

Reported

Amount (*)

     Adjustments     

Amount before
application of

IFRS 15

 

Operating revenue

   23,436,050      268,270      23,704,320  

Operating expenses

     22,335,190        316,495        22,651,685  

Operating profit

     1,100,860        (48,225      1,052,635  

Financial income

     374,243        (3,862      370,381  

Financial costs

     435,659        16,860        452,519  

Share of net losses of associates and joint venture

     (5,467      —          (5,467

Profit before income tax

     1,033,977        (68,947      965,030  

Income tax expense

     314,565        (17,944      296,621  
  

 

 

    

 

 

    

 

 

 

Profit for the year

   719,412      (51,003    668,409  
  

 

 

    

 

 

    

 

 

 

 

(*)

Amounts include adjustments arising from adoption of IFRS 9.

 

  -

Consolidated statement of cash flows

The application of IFRS 15 has no material impact on cash flows from operating, investing and financing activities on the statements of cash flows.

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(2)

Adoption of IFRS 9 Financial Instruments

The Group has applied IFRS 9 Financial Instruments from January 1, 2018. In accordance with the transitional provisions in IFRS 9, comparative figures have not been adjusted.

IFRS 9 replaces IAS 39, Financial Instruments: Recognition and Measurement, relating to the recognition of financial assets and financial liabilities, classification, measurement and elimination of financial instruments, impairment of financial assets and hedge accounting. IFRS 9 also significantly amends other standards dealing with financial instruments such as IFRS 7 Financial Instruments: Disclosures.

 

  (a)

Beginning balance of retained earnings after adjustment

Details of the Group’s beginning balance of retained earnings after adjustment due to application of IFRS 9, are as follows:

 

(In millions of Korean won)    January 1, 2018  

Beginning balance — IAS 39

   9,961,150  

Reclassification of available-for-sale securities to financial assets at fair value through profit or loss

     32,754  

Reclassification of available-for-sale securities to financial assets at fair value through other comprehensive income

     2,191  

Increase in provision for impairment of financial assets at amortized cost

     (1,817

Increase in provision with unused limit

     (287

Decrease in deferred income tax assets

     (8,395

Adjustments of non-controlled interests

     (259
  

 

 

 

Adjustments to retained earnings from adoption of IFRS 9

     24,187  
  

 

 

 

Beginning balance of retained earnings — IFRS 9

     9,985,337  
  

 

 

 

Adjustment to retained earnings from adoption of IFRS 15

     929,866  
  

 

 

 

Beginning balance of retained earnings after adjustment

   10,915,203  
  

 

 

 

 

  (b)

Classification and Measurement of Financial Instruments

On the date of initial application of IFRS 9, January 1, 2018, the Group’s management has assessed which business models apply to the financial assets held by the Group and has classified its financial instruments into the appropriate IFRS 9 categories. The main effects resulting from this reclassification are as follows:

 

(In millions of Korean
won)
     

Classification in accordance with

      Amount in accordance with  
Account       IAS 39       IFRS 9       IAS 39         IFRS 9         Differences  

Financial assets

                   

Cash and cash equivalent

    Loans and
receivables
    Financial assets measured at amortized cost     1,928,182       1,928,182       —    
   

 

   

 

   

 

 

     

 

 

     

 

 

 

Trade and other receivables

    Loans and receivables     Financial assets measured at amortized cost       6,793,397         5,836,089         (1,028
       

 

       

 

 

     

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean
won)
     

Classification in accordance with

      Amount in accordance with  
Account       IAS 39       IFRS 9       IAS 39         IFRS 9         Differences  
       

Financial assets at fair value through other comprehensive income

 

          980,766         24,486  
       
Other financial assets     Loans and receivables    

Financial assets measured at amortized cost

 

      1,333,317         462,075         (789)  
 

Financial assets at fair value through profit or loss

 

      870,453       —    
    Financial assets at fair value through profit or loss    

Financial assets at fair value through profit or loss

 

      5,813         5,813         —    
    Derivative financial assets for hedging purpose    

Derivative financial assets for hedging purpose

 

      7,389         7,389         —    
    Financial assets available-for-sale    

Financial assets measured at amortized cost

 

                28,603         —    
 

Financial assets at fair value through profit or loss

 

    380,953       127,276       32,745  
 

Financial assets at fair value through other comprehensive income

 

            259,904       2,085  
    Financial assets held-to-maturity    

Financial assets measured at amortized cost

 

          51         —    
 

Financial assets at fair value through profit or loss

 

    151       100       —    
 

Financial assets at fair value through other comprehensive income

 

            —         —    

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

(In millions of Korean
won)
     

Classification in accordance with

      Amount in accordance with  
Account       IAS 39       IFRS 9       IAS 39         IFRS 9         Differences  

Financial liabilities

 

                   
Trade payables and payables     Other financial liabilities measured at amortized cost    

Financial assets measured at amortized cost

 

      8,427,457         8,427,457         —    
           
Borrowing     Other financial liabilities measured at amortized cost    

Financial assets measured at amortized cost

 

      6,683,662         6,683,662         —    
           
Other financial liabilities     Financial liabilities at fair value through profit or loss    

Financial liabilities at fair value through profit or loss

 

      5,051         5,051         —    
           
Other financial liabilities     Derivative financial liabilities for hedging purpose    

Derivative financial liabilities for hedging purpose

 

      93,770         93,770         —    
           
Other financial liabilities (*)     Other financial liabilities measured at amortized cost    

Financial assets measured at amortized cost

 

      89,104         89,391         287  

 

(*)

The amount includes provisions of which loss allowance is remeasured due to adoption of IFRS 9.

The impact on these changes on the Group’s equity as at January 1, 2018, is as follows:

 

(In millions of Korean won)    Accumulated other
comprehensive income
    Retained earnings  

Reclassification from loans and receivables to financial assets at fair value through other comprehensive income, and fair value assessment

   24,486     —    

Reclassification from available-for-sale financial assets to financial assets at fair value through profit or loss, and fair value assessment

     (9     32,754  

Reclassification from available-for-sale financial assets to financial assets at fair value through other comprehensive income

     (106     2,191  

Increase in provision for impairment of financial assets at amortized cost

     —         (1,817

Increase in provision with unused limit

     —         (287

Income tax effect

     (6,734     (8,395

Adjustments of non-controlled interests

     104       (259
  

 

 

   

 

 

 

Total adjustments from application of IFRS 9

   17,741     24,187  
  

 

 

   

 

 

 

 

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KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

42.

Events after Reporting Period

Subsequent to the reporting period, public bonds issued are as follow:

 

     December 31, 2018  
(In millions of Korean won)    Issue date      Carrying
amount
     Interest
rate
    Redemption
date
 

The 191-1st Public bond

     2019.01.15      220,000        2.048     2022.01.14  

The 191-2nd Public bond

     2019.01.15        80,000        2.088     2024.01.15  

The 191-3rd Public bond

     2019.01.15        110,000        2.160     2029.01.15  

The 191-4th Public bond

     2019.01.15        90,000        2.213     2039.01.14  
  

 

 

    

 

 

    

 

 

   

 

 

 

 

43.

Revision of prior financial statements

The Group revised the prior period financial statements to correct errors in relation to the under-statement of revenue due to omission of data transferring from billing system to finance system, and the details are as follows:

Consolidated Statements of financial position

 

(In millions of Korean
won)
  January 1, 2017     December 31, 2017  
    As Previously
Reported
    Adjustments     As Revised     As Previously
Reported
    Adjustments     As Revised  

Current assets

  9,716,020     150,282     9,866,302     9,678,243     150,282     9,828,525  

Trade and other receivables

    5,327,352       150,282       5,477,634       5,814,283       150,282       5,964,565  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

  30,664,298     150,282     30,814,580     29,745,439     150,282     29,895,721  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current liabilities

  9,523,137     16,058     9,539,195     9,458,104     16,058     9,474,162  

Trade and other payables

    7,139,771       1,954       7,141,725       7,424,134       1,954       7,426,088  

Current income tax liabilities

    88,739       14,104       102,843       68,880       14,104       82,984  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

  17,881,580     16,058     17,897,638     16,696,309     16,058     16,712,367  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Equity attribute to owners of the Controlling Company

  11,429,874     134,224     11,564,098     11,657,366     134,224     11,791,590  

Retained earnings

    9,644,483       134,224       9,778,707       9,826,926       134,224       9,961,150  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total equity

    12,782,718       134,224       12,916,942       13,049,130       134,224       13,183,354  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities and equity

  30,664,298     150,282     30,814,580     29,745,439     150,282     29,895,721  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Table of Contents

KT Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

December 31, 2016, 2017 and 2018

 

 

Consolidated Statement of operations & Comprehensive Income

 

(In millions of Korean won)    Year ended December 31, 2016  
    

As Previously
Reported

     Adjustments      As Revised  

Operating revenue

   23,120,878      43,324      23,164,202  

Operating profit

     1,339,780        43,324        1,383,104  

Profit before income tax

     1,123,431        43,324        1,166,755  

Income tax expense

     328,314        6,596        334,910  
  

 

 

    

 

 

    

 

 

 

Profit for the year

   795,117      36,728      831,845  

Profit for the year attributable to the equity holders of the Controlling Company

     708,362        36,728        745,090  
  

 

 

    

 

 

    

 

 

 

Total comprehensive income for the year

   789,447      36,728      826,175  

Total comprehensive income for the year attributable to the equity holders of the Controlling Company

   701,685      36,728      738,413  

Consolidated Statements of changes in equity

 

(In millions of Korean won)   As Previously Reported     Adjustments     As Revised  
    Retained
earnings
    Owners of the
Controlling
Company
    Retained
earnings
    Owners of the
Controlling
Company
    Retained
earnings
    Owners of the
Controlling
Company
 

Balance at January 1, 2016

  9,049,971     10,835,735     97,496     97,496     9,147,467     10,933,231  

Balance at December 31, 2016

  9,644,483     11,429,874     134,224     134,224     9,778,707     11,564,098  

Balance at December 31, 2017

  9,826,926     11,657,366     134,224     134,224     9,961,150     11,791,590  

The increase in retained earnings due to revision of prior period financial statements before January 1, 2016 is 97,496 million.

 

F-112