UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 6-K

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

FOR THE MONTH OF SEPTEMBER 2005

SK Telecom Co., Ltd.

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

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

Form 20-F þ		Form 40-F – o

     (Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes – o		No þ

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

 

 

     This report on Form 6-K shall be deemed to be incorporated by reference in the prospectuses included in Registration Statements on Form F-3 (File Nos. 333-91034, 333-99073 and 333-126120) filed with the Securities and Exchange Commission and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     This report on Form 6-K contains “forward-looking statements”, as defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, that are based on our current expectations, assumptions, estimates and projections about our company and our industry. The forward-looking statements are subject to various risks and uncertainties. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate”, “believe”, “consider”, “depends”, “estimate”, “expect”, “intend”, “plan”, “project” and similar expressions, or that certain events, actions or results “will”, “may”, “might”, “should” or “could” occur, be taken or be achieved.

     Forward-looking statements in this report on Form 6-K include, but are not limited to, statements related to the following:

	•		our ability to anticipate and respond to various competitive factors affecting the industry, including new services that may be introduced, changes in consumer preferences, economic conditions and discount pricing strategies by competitors;
	•		our ability to comply with governmental rules and regulations, including Korean Ministry of Information Communication (MIC) regulations related to telecommunications providers and rules related to our status as a “market-dominating business entity” under the Fair Trade Commission of Korea’s Korean Monopoly Regulation and Fair Trade Act;
	•		our expectations and estimates related to: interconnection fees; tariffs charged by wireless operators; regulatory fees; operating costs and expenditures; working capital requirements; principal repayment obligations with respect to long-term borrowings, bonds and obligations under capital leases; research and development expenditures; and other financial estimates;
	•		the effect of the number portability system that allows wireless subscribers to switch wireless service operators while retaining the same mobile phone number and the use of the common prefix identification system; and
	•		the telecommunications industry in Korea and other markets in which we do business and the effect economic, political or social conditions have on our number of subscribers, call volumes and results of operations.

     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. Risks and uncertainties associated with our business include, but are not limited to, risks related to changes in the regulatory environment; technology changes; potential litigation and governmental actions; changes in the competitive environment; political changes; currency risks; foreign ownership limitations; credit risks and other risks and uncertainties that are more fully described under the heading “Risk Factors” beginning on page 10 of our annual report on Form 20-F/A filed with the United States Securities and Exchange Commission on July 25, 2005. 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS

We must file reports with the Financial Supervisory Commission of Korea and the Korea Exchange Inc. These interim reports contain our audited, reviewed and non-consolidated financial statements as of and for the three months and six months ended June 30, 2004 and 2005, that are prepared in accordance with Korean GAAP, which differs in some respects from U.S. GAAP. You should read the following discussion together with our audited non-consolidated financial statements as attached hereto.

     The financial information described below and in our audited non-consolidated financial statements as of December 31, 2004 and June 30, 2005 and for the three months ended June 30,2004 and 2005 is non-consolidated, and therefore does not reflect the results of operations of our subsidiaries other than those reflected under the equity method of accounting. While non-consolidated net income reflects the results of our consolidated subsidiaries, our other non-consolidated financial data, including operating revenue and operating income, do not. Accordingly, we believe that while there should not be any material differences between our net income on a non-consolidated basis and our net income on a consolidated basis, our other financial data, including those items noted herein, may be materially different on a consolidated basis. As a result, the financial information below is not comparable with the consolidated financial information presented in our annual report on Form 20-F/A for the year ended December 31, 2004, filed with the United States Securities and Exchange Commission on July 25, 2005.

     Under Korean GAAP, our non-consolidated revenues accounted for approximately 92.7% and 91.8% of our consolidated revenues in the years ended December 31, 2003 and 2004, respectively; and at December 31, 2003 and 2004, our non-consolidated assets were approximately 96.8% and 98.2% of our consolidated assets and our non-consolidated current assets were approximately 85.0% and 94.5% of our consolidated current assets, respectively. We can give no assurance as to what the ratios will be for the year ending December 31, 2005.

     Accounting principles and their application in practice vary among countries. The following discussion and our annual non-consolidated financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. Accordingly, this report and the non-consolidated financial statements that was disclosed on August 16, 2005 are for use by those knowledgeable about Korean accounting principles and review standards and their application in practice.

Selected Financial Data

     The following table sets forth selected financial data derived from our non-consolidated financial statements as of and for the six months ended June 31, 2005. You should read the selected non-consolidated financial data below in conjunction with our non-consolidated financial statements included in this report.

		For the three months								For the six months
Non-consolidated income statement data		ended June 30,								ended June 30,
		2004				2005				2004				2005
		(In Billions of Won)								(In Billions of Won)
Operating Revenue		W	2,384.0			W	2,527.2			W	4,784.6			W	4,939.1
Wireless Service1			2,193.7				2,299.1				4,354.6				4,493.6
Interconnection			190.3				228.1				430.0				445.5
Operating Expenses			1,921.3				1,813.8				3,630.7				3,611.2
Operating Income			462.7				713.4				1,153.9				1,327.9
Other Income			72.3				44.2				150.5				99.3
Other Expenses			124.3				106.9				223.5				229.3
Income Taxes			112.0				183.6				329.7				362.4
Net Income		W	298.7			W	467.1			W	751.2			W	835.5

Non-consolidated balance sheet data		As of December				As of June 30,
		31, 2004				2005
		(In Billions of Won)
Total Current Assets		W	3,854.3			W	4,031.0
Total Non-Current Assets			10,166.4				9,775.3
Total Assets			14,020.7				13,806.4
Total Current Liabilities			2,859.7				2,246.2
Total Long-Term Liabilities			4,033.9				4,310.9
Total Stockholders’ Equity			7,127.1				7,249.2

Results of Operations

     Non-Consolidated Revenue. We earn revenue principally from initial connection fees and monthly access fees, usage charges and value-added service fees paid by subscribers to our wireless services and interconnection fees paid to us by other telecommunications operators. The amount of our revenue depends principally upon the number of wireless subscribers, the rates we charge for our services, subscriber usage of

our services, and the terms of our interconnection with other telecommunications operators. Government regulation also affects our revenues.

     Non-Consolidated Operating Revenue. Our operating revenue increased by 3.2% to Won 4,939.1 billion in the year ended June 30, 2005 from Won 4,784.6 billion in the corresponding period in 2004. The increase in SK Telecom’s cellular revenue was principally due to an increase in the number of SK Telecom’s wireless subscribers and an increase in our wireless services revenue..

     In January 2003, the MIC announced its plan to implement number portability with respect to wireless telecommunications service in Korea. The number portability system allows wireless subscribers to switch wireless service operators while retaining the same mobile phone number. Subscribers who switch operators to or from SK Telecom must purchase a new handset, as we use a different frequency than our competitors, KT Freetel and LG Telecom. In accordance with the plan published by the MIC, we were required to permit number portability first, beginning on January 1, 2004. The following number of subscribers have transferred to the service of our competitors during each month following our implementation of the number portability system:

Month		SKT ® KTF				SKT®LGT				KTF®SKT				KTF®LGT				LGT ® SKT				LGT ® KTF				Total
Jan. 2004			203,853				101,414				—				—				—				—				305,267
Feb. 2004			102,282				81,594				—				—				—				—				183,876
Mar. 2004			111,077				103,155				—				—				—				—				214,232
Apr. 2004			139,508				122,146				—				—				—				—				261,654
May 2004			167,228				92,414				—				—				—				—				259,642
Jun. 2004			137,489				73,100				—				—				—				—				210,589
Jul. 2004			53,611				23,116				277,751				20,504				—				—				374,982
Aug. 2004			29,698				60,240				67,743				45,724				—				—				203,405
Sep. 2004			90,075				49,959				5,744				42,995				—				—				188,773
Oct. 2004			64,563				46,169				62,131				39,701				—				—				212,564
Nov. 2004			74,478				56,135				59,578				51,802				—				—				241,993
Dec. 2004			97,210				47,635				94,466				41,773				—				—				281,084
Jan. 2005			145,295				71,142				135,862				75,069				115,197				106,024				649,589
Feb. 2005			120,638				32,654				106,099				33,629				49,159				57,555				399,734
Mar. 2005			125,453				43,690				112,711				47,696				48,823				56,743				435,116
Apr. 2005			120,781				69,318				131,266				72,072				55,483				47,863				496,783
May.2005			125,365				58,400				132,655				55,085				56,329				48,546				476,380
June.2005			109,153				50,833				108,700				43,222				47,850				43,222				402,980
Total			2,017,757				1,183,114				1,294,706				569,272				372,841				359,953				5,798,643

     Subscribers who choose to transfer to a different wireless operator have the right to return to us without paying any penalties within 14 days of the initial transfer. KT Freetel introduced number portability beginning on July 1, 2004 and LG Telecom introduced number portability beginning on January 1, 2005. Notwithstanding our implementation of number portability on January 1, 2004, our total number of wireless subscribers increased to approximately 19.2 million as of June 30, 2005, up from approximately 18.8 million as of December 31, 2004. We believe that the increase in the number of wireless subscribers resulted in part from our service quality and marketing efforts.

     On an aggregate basis, interconnection revenue increased by 3.6% to Won 445.4 billion in the six months ended June 30, 2005, up from Won 429.9 billion in the corresponding period in 2004 mainly due to the increased call traffic.

     The number of SK Telecom’s subscribers increased to approximately 19.2 million as of June 30, 2005 from approximately 18.6 million as of June 30, 2004. In accordance with the increase in the number of subscribers, our non-consolidated average monthly revenue per subscriber increased by 0.2% to Won 43,336 for the six months ended June 30, 2005 from the six months ended June 30, 2004.

     Non-Consolidated Operating Expenses. Our operating expenses in the year ended June 30, 2005 decreased by 0.5% to Won 3,611.2 billion compared to Won 3,630.7 billion in the corresponding period in 2004, primarily due to decreased commissions paid, depreciation expense, labor costs and advertising expenses, which was partially offset by increases in interconnection expenses, leased line expenses and frequency usage expenses

     Commissions paid decreased 2.8% from Won 1,471.7 billion for the six months ended June 30, 2004 to Won 1,429 billion for the six months ended June 30, 2005. The decrease is primarily due to the increased level of commissions paid during the six months ended June 30, 2004 to mitigate the negative impact of number portability during that period.

     Depreciation expenses decreased 2.4% from Won 718.0 billion for the six months ended June 30, 2004 to Won 701.1 billion for the six months ended June 30, 2005 . The decrease was primarily due to a decrease in the acquisitions of assets that are subject to depreciation.

     Labor costs decreased 16.5% from Won 236.6 billion for the six months ended June 30, 2004 to Won 197.6 billion for the six months ended June 30, 2005 . The decrease was primarily due to a decrease in the employee’s salary, specifically a decrease in the incentive bonuses.

     Advertising expenses decreased 31.6% from Won 178.9 billion for the six months ended June 30, 2004 to Won 122.4 billion for the six months ended June 30, 2005. The decrease is primarily due to our change of advertising methods from a mass advertising campaign to a marketing strategy focused on certain high end, high volume users in order to mitigate the negative impact of number portability on its subscriber base.

     The above decreases were offset in part by the following increases:

     Interconnection expenses increased 14.7% from Won 399.5 billion for the six months ended June 30, 2004 to Won 458.4 billion for the six months ended June 30, 2005. The increase is primarily due to the adjustments made to the interconnection rates that are unfavorable to us. The increase was also due to the increase in the call volume between SK Telecom’s subscribers and the subscribers from other mobile operators.

     Leased line expenses increased 11.6% from Won 172.2 billion for the six months ended June 30, 2004 to Won 192.1 billion for the six months ended June 30, 2005. The increase was primarily due to an increase in demand for SK Telecom’s network for leased lines. The increase in network requirements for leased lines resulted both from an increase in the use of SK Telecom’s wireless Internet services and from an increase in the number of lines leased by SK Telecom in connection with the build-out of additional cell sites and base station transceiver subsystems, which was undertaken to improve network stability and quality of service in response to growth in subscriber base and data traffic volume.

     Frequency usage expenses increased 15.5% 2005 from Won 67.3 billion for the six months ended June 30, 2004 to Won 77.7 billion for the six months ended June 30, primarily due to an increase in fees implemented in July 2004.

     Non-Consolidated Other Income. Other income, consisting primarily of interest income, equity in earnings of affiliates, dividends, commissions and miscellaneous other income decreased 34.0% from Won 150.5 billion for the six months ended June 30, 2004 to Won 99.3 billion for the six months ended June 30, 2005. Other income decreased primarily due to significant decreases in equity in earnings of affiliates, interest income and foreign exchange and translation gains, which were partially offset by an increase in miscellaneous other income.

     Non-Consolidated Other Expenses. Other expenses include interest and discount expenses, equity in losses of affiliates, donations and miscellaneous other losses. Other expenses increased from Won 223.5 billion for the six months ended June 30, 2004 to 2.6% to Won 229.3 billion for the six months ended June 30, 2005. Other expenses increased primarily as a result of equity in losses of affiliates (we recorded no losses for the six months ended June 30, 2004) and increased donations, which were only partially offset by decrease in interest and discounts, absence of loss on impairment of long-term investment securities (SK Telecom had Won 11.8 billion in losses for the six months ended June 30, 2004), decrease in loss on transaction and valuation of currency swap, and decrease in loss on disposal of property, equipment and intangible assets.

     Non-Consolidated Income Tax. Provision for income taxes decreased 9.9% from Won 329.7 billion for the six months ended June 30, 2004 to Won 362.4 billion for the six moths ended June 30, 2005.

     Non-Consolidated Net Income. Principally as a result of the factors discussed above, our net income increased 11.2% from Won 751.2 billion for the six months ended June 30, 2004 to Won 835.5 billion for the six months ended June 30, 2005 .

Liquidity

     We had a working capital (current assets minus current liabilities) surplus of Won 1,736.9 billion as of June 30, 2005 compared to a surplus of Won 994.6 billion as of December 31, 2004. We had cash, cash equivalents, short-term financial instruments and trading securities of Won 810.1 billion as of June 30, 2005 and Won 761.1 billion as of December 31, 2004. We had outstanding short-term borrowings of Won 500.0 billion as of June 30, 2005 and Won 400.0 billion as of December 31, 2004.

     Operating cash flow is our principal source of liquidity. Cash and cash equivalents increased by Won 6.5 billion to Won 119.5 billion at March 31, 2005, up from Won 113.0 billion at December 31, 2004.

     Net Cash Flow from Operating Activities. Our principal source of liquidity is cash flow from operations. Cash flow provided by operations was Won 1,447.5 billion as of June 30, 2005, compared to Won 783.6 billion during the same period in 2004.

     Net Cash from Investing Activities. Net cash used in investing activities was Won 548.4 billion in the year ended March 31, 2005, compared to a net cash outflow of Won 357.0 billion during the same period in 2004. Cash inflows from investing activities were Won 190.0 billion in the year ended June 30, 2005, compared to Won 400.3 billion during the same period in 2004, and the primary contributor to such inflows related to a decrease in guarantee deposits of Won 117.8 billion in the year ended June 30, 2005, compared to Won 7.3 billion during the same period in 2004. Cash outflows for investing activities were Won 738.3 billion in the year ended June 30, 2005, compared to Won 757.4 billion during the same period in 2004. The primary contributors to the overall cash outflows for investing activities were acquisition of property and equipment, which were Won 365.3 billion in the year ended June 30, 2005, compared to Won 471.6 billion during the same period in 2004 and an increase in intangible assets, which were Won 124.0 billion in the year ended March 31, 2005, compared to Won 8.7 billion during the same period in 2004.

     Net Cash from Financing Activities. Financing activities used cash of Won 892.6 billion in the year ended June 30, 2005, compared to using cash of Won 400.6 billion during the same period in 2004. Cash inflows from financing activities included issuance of bonds, which provided cash of Won 193.7 billion in the year ended June 30, 2005, compared to Won 1,018.0 billion during the same period in 2004. Cash outflows for financing activities included, among other items, payment of dividends of Won 684.5 billion in the year ended June 30, 2005, compared to Won 404.7 billion during the same period in 2004; repayment of the current portion of long-term debt, which used Won 500 billion in the year ended June 30, 2005, compared to Won 466.8 billion during the same period in 2004.

     The net increase in cash and cash equivalents was Won 6.5 billion in the year ended June 30, 2005, compared to Won 25.9 billion increase during the same period in 2004.

Long-Term Liabilities/Commitments

     We had total non-consolidated long-term liabilities (excluding current portion) of Won 4,310.9 billion as of March 31, 2005 and Won 4,033.9 billion as of December 31, 2004. Our non-consolidated long-term debt as of June 30, 2005 included, among other items, bonds payable in the net amount of Won 3,095.7 billion, facility deposits of Won 25.7 billion, long-term payables of Won 584.3 billion and deferred income tax liabilities of Won 397.0 billion. Our non-consolidated long-term liabilities as of December 31, 2004 included, among other items, bonds payable in the net amount of Won 2,891.8 billion, facility deposits of Won 31.4 billion, long-term payables of Won 577.3 billion and deferred income tax liabilities of Won 323.1 billion. As of June 30, 2005, substantially all of our foreign currency-denominated long-term debt was denominated in Dollars. Depreciation of Won against Dollar will result in net foreign exchange and translation losses. Changes in foreign currency exchange rates will also affect our liquidity because of the effect of such changes on the amount of funds required for us to make interest and principal payments on our foreign currency-denominated debt.

     In addition, in May, July, August and November 2002, we issued Won 500.0 billion, Won 200.0 billion, Won 200.0 billion and Won 300.0 billion principal amount of unsecured and unguaranteed Won-denominated bonds, respectively. The Won 500.0 billion bonds with an annual interest rate of 6% matured in May 2005. The other bonds mature in July 2007, August 2007 and November 2007, and have an annual interest rate of 6%, 6% and 5%, respectively. We used the net proceeds from the sale of these bonds to repay maturing long-term indebtedness. We issued Won-denominated bonds with a principal amount of Won 300.0 billion, Won 150.0 billion and Won 250.0 billion in March, August and November 2003, respectively. These bonds mature in March 2008, August 2006 and November 2006, respectively, and have an annual interest rate of 5.0%. In March, May and December 2004, we issued Won-denominated bonds with a principal amount of Won 150.0 billion, 150.0 billion and 200 billion, respectively. These bonds will mature in April 2009, May 2009 and December 2011, respectively, and have an annual interest rate of 5.0%, 5.0% and 3.0%, respectively. The proceeds of the Won-denominated note offering in March, May and December 2004 were used for our operations.

     During the year 2004, we completed the following debt offerings:

In April 2004, we issued notes in the principal amount of US$300,000,000 with a maturity of seven years and an interest rate of 4.25%. The proceeds from the offering in April 2004 were used to pay maturing debt.

On May 27, 2004, we issued our US$329,450,000 Zero Coupon Convertible Notes due 2009, pursuant to an indenture dated as of May 27, 2004 between us and Citibank, N.A. Holders of Zero Coupon Convertible Notes will have the right to convert their notes (or any portion thereof being US$100,000 in principal amount or an integral multiple of US$10,000 in excess thereof) into shares of our common stock at the initial conversion price of Won 235,625 per share, subject to adjustments for stock splits, dividends, sub-divisions and similar distributions, at any time on or after July 7, 2004 up to the close of business on May 13, 2009, subject to our right of redemption. In connection with the issuance of the zero coupon convertible notes, we deposited 1,645,000 shares of our common stock

with Korea Securities Depository to be reserved and used to satisfy the note holders’ conversion rights. This will be deemed as the repurchase of treasury stock and cancellation thereof for the purposes of Korean law. If (1) the exercise by the holder of the conversion right would be prohibited by Korean law or we reasonably conclude that the delivery of common stock upon conversion of these notes would result in a violation of applicable Korean law or (2) we do not have a sufficient number of shares of our common stock to ratify the conversion right, then we will pay a converting holder a cash settlement payment. In such situations, we intend to sell such number of treasury shares held in trust for us that corresponds to the number of shares of common stock that would have been deliverable in the absence of the 49% foreign shareholding restrictions imposed by the Telecommunications Law or other legal restrictions. We entered into a swap agreement to reduce our exposure with respect to cash settlement payments exceeding the proceeds from sales of treasury shares held in trust.

On March 14, 2005, we filed a report with the Financial Supervisory Services to disclose that we adjusted the conversion price of the convertible notes issued in May 2004 in the principal amount of US$329,450,000 from Won 235,625 to Won 226,566 and made additional deposit of its common stocks accordingly so that the total number of shares of common stock deposited with Korea Securities Depository to satisfy the note holders’ conversion rights increase from 1,644,978 to 1,710,750.

Such adjustment of conversion price has been made as a result of the payment of cash dividend in excess of 1% of the market capitalization in the fiscal year of 2004.

     As of June 30, 2005, our principal repayment obligations (on a non-consolidated basis) with respect to long-term borrowings, bonds and obligations under capital leases outstanding were as follows for the periods indicated:

Months Ending June 30,2005
(In Billions of Won)

2005		W	0
2006		W	800
2007		W	700
Thereafter		W	1693.2

Capital Requirements and Resources

     We have spent Won 277.6 billion on capital expenditures in the six month period ended June 30, 2005. Of the Won 277.6 billion for capital expenditures in the first half of 2005, we spent Won 100.6 billion on capital expenditures related to expansion and improvement of our 95A/B and CDMA 1xRTT Network; Won 108.0 billion on capital expenditures related to construction of our W-CDMA network and provision of W-CDMA services, which began service on a limited basis in Seoul at the end of 2003; and Won 69.0 billion on other capital expenditures and projects.

     In September 2003, we entered into an agreement with Mobile Broadcasting Corporation for the purposes of co-owning and launching a satellite for the satellite digital multimedia broadcasting (“DMB”) business. Under the terms of the agreement, SK Telecom is committed to fund 34.7% of the cost of launching and maintaining the operations of the satellite, which was approximately Won 100.8 billion. We launched the satellite in March 2004. We began our test service in February 2005, and began commercial service in May of 2005 although it depends on many factors including the Korean Broadcasting Commission’s approval of resending of terrestrial broadcasting.

     On March 24, 2005, we established a joint venture with EarthLink, Inc. (“EarthLink”) to launch cellular voice and data services across the U.S. under a partial mobile virtual network operator system, or partial MVNO. Each of EarthLink and us has committed to invest an aggregate of USD 220 million in the joint venture over the course of 3 years beginning in 2005, of which we invested USD 83 million this year.

     From time to time, we may make other investments in telecommunications or other businesses, in Korea or abroad, where we perceive attractive opportunities for investment. From time to time, we may also dispose of existing investments when we believe that doing so would be in our best interest.

     We also intend to incur research and development expenses, which are influenced by the MIC, which makes annual recommendations concerning the level of our research and development spending. Our research and development expenses (including donations to research institutes and educational organizations) equaled 2.9% of operating revenue in 2003 and 2.8% of operating revenue for the year ended December 31, 2004.

     No commercial bank in Korea may extend credit (including loans, guarantees and purchase of bonds) in excess of 20% of its shareholders’ equity to any one borrower. In addition, no commercial bank in Korea may extend credit exceeding 25% of the bank’s shareholders’ equity to any one borrower and to any person with whom the borrower shares a credit risk. We believe that we have never operated near our limit with any Korean commercial bank.

     We generally collect refundable, non-interest bearing deposits from our customers as a condition to activating their service. Subject to the approval of the MIC, we set the amounts to be collected for deposits for cellular services. Effective February 1, 1996, we generally require cellular subscribers to pay a facility deposit of Won 200,000. These deposits were an important source of interest-free capital for us and historically funded a substantial portion of our capital expenditures. Since 1997, we have been offering existing and new cellular subscribers the option of obtaining facility insurance from the Seoul Guarantee Insurance Company, instead of paying the facility deposit. In order to obtain this facility insurance, subscribers must meet Seoul Guarantee Insurance Company’s credit requirements and pay a Won 10,000 premium for three years of coverage. Since August 1, 2002, SK Telecom has been paying initial premium for the first three years as well as renewal premium on behalf of the subscriber who elects to have facility insurance. For each defaulting insured subscriber, Seoul Guarantee Insurance Company reimburses us up to Won 350,000. We refund the facility deposit to any

existing subscriber who elects to have facility insurance. As a result of the facility insurance program, we have refunded a substantial amount of facility deposits, and facility deposits decreased from Won 31.4 billion as of December 31, 2004 to Won 25.7 billion as of March 31, 2005. We do not expect to have a significant amount of facility deposits to be refunded in the future.

Off-balance Sheet Arrangements

     In June 2002 and December 2002, we sold Won 631.4 billion and Won 650.6 billion, respectively, of accounts receivable resulting from our mobile phone dealer financing plan to Nate First Special Purpose Company and Nate Second Special Purpose Company, respectively, in asset-backed securitization transactions, and recorded a loss on disposal of accounts receivable-other of Won 10.9 billion and Won 12.9 billion, respectively. Nate First Special Purpose Company and Nate Second Special Purpose Company were liquidated in August 2003 and April 2004, respectively.

     On May 2,2003, September 4, 2003 and December 15, 2003, we sold Won 577.3 billion, Won 549.3 billion and Won 498.4 billion of accounts receivable resulting from our mobile phone dealer financing plan to Nate Third Special Purpose Company, Nate Fourth Special Purpose Company and Nate Fifth Special Purpose Company, respectively, in asset-backed securitization transactions, and recorded a loss on disposal of accounts receivable-other of Won 10.8 billion, Won 12.9 billion and Won 9.9 billion, respectively. As of June 30, 2005, such special purpose companies are all liquidated.

Dividend Policy

     In 2004, we amended our articles of incorporation to permit payment of interim dividends in accordance with relevant laws. On July 23, 2004, SKT’s board of directors approved the interim dividend rate of 1,000 Korean Won per common stock for the first half of fiscal year 2004. The shareholders who are registered in the SKT’s shareholders registry as of June 30, 2004 were entitled to receive the interim dividends. The interim dividend was paid in August 2004. The total amount of the interim dividend paid was 73,614,296,000 Korean Won.

     At the ordinary shareholder’s meeting on March 11, 2005, our shareholders approved a cash dividend of 9,300 Won per common share, of which 4,100 Won is ordinary dividend (excluding interim dividend) and 5,200 Won is special dividend. The cash dividend was paid in April 2005.

     On July 29, 2005, our board of directors resolved to pay a cash dividend of Won 1,000 per common share for the first half of the fiscal year ending December 31,2005 to the shareholders who were registered in our shareholder’ registry as of June 2005. The total amount of dividend to be paid is Won 73,614,296,000, which will be paid by August 18, 2005. The overall dividend payout ratio with respect to dividends to be paid for 2005 is currently expected to be up to 35% of net income from 2005.

Derivative Instruments

     We did not have any outstanding swap or derivative transactions as of December 31, 2004 other than currency swap agreements and currency forward contracts entered into in the first quarter of 2004 to reduce our foreign currency exposure with respect to our issuance of US$300 million notes on April 1, 2004 and a fixed-to-fixed cross currency swap contract with Credit Suisse First Boston International to hedge the foreign currency risk of unguaranteed US dollar denominated convertible bonds with face amounts of US$329.5 million issued on May 27, 2004.

     In May 2004, we sold US$329.5 million in zero coupon convertible notes due 2009. These convertible notes are convertible by the holders into shares of our common stock at the rate of Won 235,625 per share. In connection with the issuance of the zero coupon convertible notes, we deposited 1,645,000 shares of our common stock with Korea Securities Depository to be reserved and used to satisfy the note holders’ conversion rights. This will be deemed as the disposition of treasury stock and cancellation thereof for the purposes of Korean law. On March 14, 2005, we filed a report with the Financial Supervisory Services to disclose that we adjusted the conversion price of the convertible notes issued in late May 2004 in the principal amount of US$329.5 million from Won 235,625 to Won 226,566 and made additional deposit of its common stocks accordingly so that the total number of shares of common stock deposited with Korea Securities Depository to satisfy the note holders’ conversion rights increase from 1,644,978 to 1,710,750. Such adjustment of conversion price has been made as a result of the payment of cash dividend in excess of 1% of the market capitalization in the fiscal year of 2004. If (1) the exercise by the holder of the conversion right would be prohibited by Korean law or we reasonably conclude that the delivery of common stock upon conversion of these notes would result in a violation of applicable Korean law or (2) we do not have a sufficient number of shares of our common stock to ratify the conversion right, then we will pay a converting holder a cash settlement payment. In such situations, we intend to sell such number of treasury shares held in trust for us that corresponds to the number of shares of common stock that would have been deliverable in the absence of the 49% foreign shareholding restrictions imposed by the Telecommunications Law or other legal restrictions. As described in the preceding paragraph, we entered into a swap agreement to reduce our exposure with respect to cash settlement payments exceeding the proceeds from sales of treasury shares held in trust.

     We may consider in the future entering into additional currency swap agreements, currency forward contracts transactions and other arrangements solely for hedging purposes.

Other Information

     As a condition to the approval of the merger of Shinsegi into SK Telecom in January 2002, the MIC imposed certain conditions on us. The MIC periodically reviews our compliance with the conditions to our merger with Shinsegi. On May 25, 2004, a policy advisory committee to the MIC announced the results of its review and stated that the committee believed that our market dominance may significantly restrict competition in the telecommunications market and that we have violated a merger condition related to our acquisition of Shinsegi by providing subsidies to handset buyers. The advisory committee subsequently recommended that the MIC extend the post-merger monitoring period by two years until January 2007 and take appropriate corrective measures against

us for providing subsidies to handset buyers. On June 7, 2004, MIC imposed a Won 11.9 billion fine on us and extended the post-merger monitoring period until January 2007.

     On May 25, 2004, we voluntarily undertook to limit our market share to 52.3% of the wireless telecommunications market through the end of 2005, the level of our market share at the time of the approval of our merger with Shinsegi in January 2002. As of April 30, 2005, we had approximately 19.1 million subscribers, representing a market share of approximately 51.2%. If we are subject to additional market share limitations in the future, our ability to compete effectively will be impeded.

     Twenty eight former minority shareholders of Shinsegi, including Jin Kap Park, filed a lawsuit against Shinsegi with the Seoul District Court in December 2001 to void the shareholders’ resolution approving the merger. In the lawsuit, the plaintiffs argued that the merger did not meet certain requirements of a “small scale” merger under the Korean Commercial Code and that the merger ratio was unfair and illegal. The Seoul District Court dismissed the lawsuit on April 25, 2002 on the grounds that the requirements of a “small scale” merger as claimed y the plaintiffs are not required under the correct interpretation of the Korean Commercial Code and that there is no evidence supporting the plaintiffs’ claim as to the unfairness of the merger ratio. After the plaintiffs’ appeal to the High Court on May 8, 2002 was denied, the plaintiffs further appealed to the Supreme Court which finally dismissed the claim on December 9, 2004.

     In October 2002, Korea Multinet Inc. (“Multinet”) filed a lawsuit against the MIC in the Seoul Administrative Court to revoke the MIC’s registration with the International Telecommunication Union for the frequency spectrum necessary for DMB business. Multinet had been previously granted the right to use this frequency by the MIC, but their right had been granted on the condition that Multinet would renounce its right to use the frequency upon implementation of a DMB business (to the extent necessary for the operation of our DMB business) and that Multinet would comply with any directive of the MIC to reallocate the frequency. The Seoul Administrative Court ruled in favor of the MIC in December 2002. Multinet filed an appeal with the Seoul High Court, but the Seoul High Court ruled in favor of the MIC in June 2004. Based on the application and registration with the International Telecommunication Union for such frequency, the MIC has allotted us a frequency with a license to run DMB business as a network service operator. Multinet, in June 2004 and September 2004, filed two lawsuits against the MIC to revoke such allotment by the MIC.

     In November 2002, in connection with certain technology used in the provision of Coloring service, Mr. Park Won-Seop filed a lawsuit against us in the Seoul Central District Court. In the lawsuit, Mr. Park alleged that we have infringed upon his patent rights relating to Coloring service. While the lawsuit is currently pending before the Seoul Central District Court, we sought an administrative action to nullify Mr. Park’s patent rights in the Intellectual Property Tribunal. The Tribunal upheld the nullification of Mr. Park’s patent rights. Mr. Park appealed the decision, and the appeal is currently pending before the Patent Court.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SK Telecom Co., Ltd.
		By		/s/ Hyun Jong Song
		Name:		Hyun Jong Song
		Title:		Vice President
Date: September 7, 2005

APPENDIX

SK TELECOM CO., LTD.

NON-CONSOLIDATED BALANCE SHEETS
JUNE 30, 2005 AND DECEMBER 31, 2004
(See Independent Accountants’ Review Report)

		Korean won								Translation into U.S. dollars (Note 2)
		June 30,				December 31,				June 30,				December 31,
		2005				2004				2005				2004
		(In millions)								(In thousands)
A S S E T S
CURRENT ASSETS :
Cash and cash equivalents (Note 11)		W	119,510			W	112,966			$	115,524			$	109,199
Short-term financial instruments			25,303				7,700				24,459				7,443
Trading securities (Notes 2 and 3)			665,333				640,389				643,145				619,032
Current portion of long-term investment securities (Notes 2 and 3)			50,000				3,600				48,333				3,480
Accounts receivable — trade (net of allowance for doubtful accounts of W 82,219 million at June 30, 2005 and W 58,248 million at December 31, 2004) (Notes 2, 11 and 21)			1,580,501				1,562,774				1,527,792				1,510,656
Short-term loans (net of allowance for doubtful accounts of W 755 million at June 30, 2005 and W 562 million at December 31, 2004) (Notes 2, 5 and 21)			74,790				55,613				72,296				53,758
Accounts receivable — other (net of allowance for doubtful accounts of W 13,005 million at June 30, 2005 and W 13,665 million at December 31, 2004) (Notes 2, 11 and 21)			1,325,801				1,365,226				1,281,586				1,319,696
Inventories (Notes 2 and 20)			11,479				10,961				11,096				10,595
Prepaid expenses			93,083				80,768				89,979				78,075
Deferred income tax assets (Notes 2 and 16)			47,879				—				46,282				—
Accrued income and other			37,328				14,348				36,083				13,871
Total Current Assets			4,031,007				3,854,345				3,896,575				3,725,805
NON-CURRENT ASSETS :
Property and equipment, net (Notes 2, 6, 20 and 21)			4,333,405				4,605,253				4,188,888				4,451,670
Intangible assets, net (Notes 2, 7 and 23)			3,429,626				3,448,619				3,315,250				3,333,609
Long-term investment securities (Notes 2 and 3)			859,047				923,537				830,398				892,738
Equity securities accounted for using the equity method (Notes 2 and 4)			907,505				826,246				877,240				798,691
Long-term loans (net of allowance for doubtful accounts of W 22,971 million at June 30, 2005 and W 19,173 million at December 31, 2004) (Notes 2, 5 and 21)			19,138				28,284				18,500				27,341
Guarantee deposits (Notes 11 and 21)			131,293				242,387				126,914				234,304
Long-term deposits and other (Notes 11 and 18)			95,334				92,034				92,156				88,965
Total Non-Current Assets			9,775,348				10,166,360				9,449,346				9,827,318
TOTAL ASSETS		W	13,806,355			W	14,020,705			$	13,345,921			$	13,553,123

(Continued)

SK TELECOM CO., LTD.

NON-CONSOLIDATED BALANCE SHEETS (CONTINUED)
JUNE 30, 2005 AND DECEMBER 31, 2004
(See Independent Accountants’ Review Report)

		Korean won								Translation into U.S. dollars (Note 2)
		June 30,				December 31,				June 30,				December 31,
LIABILITIES AND STOCKHOLDERS’ EQUITY		2005				2004				2005				2004
		(In millions)								(In thousands)
CURRENT LIABILITIES :
Accounts payable (Notes 11 and 21)		W	654,358			W	1,070,588			$	632,536			$	1,034,884
Short-term borrowings			500,000				400,000				483,325				386,660
Income taxes payable			339,767				267,797				328,436				258,866
Accrued expenses (Notes 2 and 19)			434,934				378,303				420,429				365,687
Dividend payable			347				263				335				254
Withholdings			248,440				188,197				240,155				181,921
Current portion of long-term debt, net (Notes 2 and 8)			—				498,278				—				481,661
Current portion of subscription deposits (Note 9)			14,235				13,405				13,760				12,958
Other			54,127				42,880				52,322				41,450
Total Current Liabilities			2,246,208				2,859,711				2,171,298				2,764,341
LONG-TERM LIABILITIES :
Bonds payable, net (Notes 2 and 8)			3,095,742				2,891,843				2,992,501				2,795,402
Subscription deposits (Note 9)			25,701				31,440				24,844				30,391
Long-term payables — other (net of present value discount of W 65,714 million at June 30, 2005 and W 72,663 million at December 31, 2004) (Note 2)			584,286				577,337				564,800				558,083
Accrued severance indemnities, net (Notes 2 and 21)			87,996				75,409				85,061				72,894
Deferred income tax liabilities (Notes 2 and 16)			397,047				323,096				383,806				312,321
Long-term currency swap (Notes 2 and 22)			78,154				96,743				75,548				93,517
Guarantee deposits received and other (Note 21)			42,010				38,034				40,609				36,766
Total Long-Term Liabilities			4,310,936				4,033,902				4,167,169				3,899,374
Total Liabilities			6,557,144				6,893,613				6,338,467				6,663,715
STOCKHOLDERS’ EQUITY :
Capital stock (Notes 1 and 12)			44,639				44,639				43,150				43,150
Capital surplus (Notes 2 and 12)			2,966,198				2,983,166				2,867,277				2,883,679
Retained earnings : (note 13)
Appropriated			5,470,701				4,733,936				5,288,256				4,576,062
Unappropriated			836,922				1,422,772				809,011				1,375,323
Capital adjustments :
Treasury stock (Note 14)			(2,047,105	)			(2,047,105	)			(1,978,835	)			(1,978,835	)
Unrealized loss on valuation of long-term investment securities, net (Notes 2, 3 and 16)			(84,193	)			(89,842	)			(81,385	)			(86,846	)
Equity in capital adjustments of affiliates, net (Notes 2, 4 and 16)			78,688				124,145				76,064				120,005
Loss on valuation of currency swap, net (Notes 2, 16 and 22)			(20,119	)			(49,452	)			(19,448	)			(47,803	)
Stock options (Notes 2 and 15)			3,480				4,833				3,364				4,672
Total Stockholders’ Equity			7,249,211				7,127,092				7,007,454				6,889,407
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		W	13,806,355			W	14,020,705			$	13,345,921			$	13,553,122

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.

NON-CONSOLIDATED STATEMENTS OF INCOME
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(See Independent Accountants’ Review Report)

		Korean won																Translation into U.S. dollars (Note 2)
		2005								2004								2005								2004
		Three months				Six months				Three months				Six months				Three months				Six months				Three months				Six months
		ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30
		(In millions except for per share data)																(In thousands except for per share data)
OPERATING REVENUE (Notes 2 and 21)		W	2,527,150			W	4,939,086			W	2,383,994			W	4,784,563			$	2,442,871			$	4,774,370			$	2,304,489			$	4,625,000
OPERATING EXPENSES (Notes 2 and 21)
Labor cost			(61,887	)			(197,572	)			(85,695	)			(236,595	)			(59,823	)			(190,983	)			(82,837	)			(228,705	)
Commissions paid			(715,927	)			(1,429,763	)			(819,720	)			(1,471,660	)			(692,051	)			(1,382,081	)			(792,383	)			(1,422,581	)
Depreciation and amortization (Notes 2, 6, 7 and 10)			(359,805	)			(701,053	)			(374,772	)			(717,975	)			(347,806	)			(677,673	)			(362,274	)			(694,031	)
Network interconnection			(240,446	)			(458,353	)			(231,903	)			(399,472	)			(232,427	)			(443,067	)			(224,169	)			(386,150	)
Leased line			(95,190	)			(192,057	)			(90,190	)			(172,191	)			(92,015	)			(185,652	)			(87,182	)			(166,449	)
Advertising			(66,033	)			(122,353	)			(87,248	)			(178,894	)			(63,831	)			(118,273	)			(84,338	)			(172,928	)
Research and development (Note 2)			(46,480	)			(97,464	)			(48,535	)			(94,755	)			(44,930	)			(94,214	)			(46,916	)			(91,595	)
Rent			(43,347	)			(87,083	)			(41,136	)			(80,268	)			(41,901	)			(84,179	)			(39,764	)			(77,591	)
Frequency usage			(38,814	)			(77,733	)			(33,400	)			(67,340	)			(37,520	)			(75,141	)			(32,286	)			(65,094	)
Cost of goods sold			(2,433	)			(4,355	)			(727	)			(1,048	)			(2,352	)			(4,210	)			(703	)			(1,013	)
Other			(143,398	)			(243,448	)			(107,977	)			(210,503	)			(138,616	)			(235,329	)			(104,376	)			(203,482	)
Sub-total			(1,813,760	)			(3,611,234	)			(1,921,303	)			(3,630,701	)			(1,753,272	)			(3,490,802	)			(1,857,228	)			(3,509,619	)
OPERATING INCOME			713,390				1,327,852				462,691				1,153,862				689,599				1,283,568				447,261				1,115,381
OTHER INCOME :
Interest income (Note 3)			11,969				23,309				18,474				37,683				11,570				22,532				17,858				36,426
Dividends			227				16,430				1,263				18,792				219				15,882				1,221				18,165
Commissions (Note 21)			8,998				16,074				7,436				16,240				8,698				15,538				7,188				15,698
Equity in earnings of affiliates (Notes 2 and 4)			11,720				18,167				20,089				43,854				11,329				17,561				19,419				42,391
Foreign exchange and translation gains (Note 2)			246				613				9,458				10,013				238				593				9,143				9,679
Reversal of allowance for doubtful accounts			680				892				2,607				4,157				657				862				2,520				4,018
Gain on disposal of property and equipment			515				604				327				384				498				584				316				371
Gain on transaction and valuation of currency swap (Notes 2 and 22)			3,039				2,645				5,638				2,850				2,938				2,557				5,450				2,755
Other			6,790				20,609				7,047				16,569				6,564				19,921				6,812				16,019
Sub-total			44,184				99,343				72,339				150,542				42,711				96,030				69,927				145,522

(Continued)

SK TELECOM CO., LTD.

NON-CONSOLIDATED STATEMENTS OF INCOME (CONTINUED)
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(See Independent Accountants’ Review Report)

		Korean won																Translation into U.S. dollars (Note 2)
		2005								2004								2005								2004
		Three months				Six months				Three months				Six months				Three months				Six months				Three months				Six months
		ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30
		(In millions except for per share data)																(In thousands except for per share data)
OTHER EXPENSES :
Interest and discounts			(65,623	)			(131,932	)			(80,691	)			(156,735	)			(63,435	)			(127,532	)			(78,000	)			(151,508	)
Donations			(1,854	)			(17,718	)			(4,001	)			(5,185	)			(1,792	)			(17,127	)			(3,868	)			(5,012	)
Foreign exchange and translation losses (Note 2)			(161	)			(814	)			(9,483	)			(2,459	)			(156	)			(787	)			(9,167	)			(2,377	)
Loss on disposal of property, equipment and intangible assets			(1,594	)			(3,484	)			(1,397	)			(8,068	)			(1,541	)			(3,368	)			(1,350	)			(7,799	)
Loss on disposal of investment assets			(15	)			(62	)			(3	)			(809	)			(14	)			(60	)			(3	)			(782	)
Equity in losses of affiliates (Notes 2 and 4)			(17,554	)			(37,198	)			—				—				(16,969	)			(35,957	)			—				—
Loss on transaction and valuation of currency swap (Notes 2 and 22)			—				—				(7	)			(2,172	)			—				—				(7	)			(2,100	)
Other			(20,078	)			(38,087	)			(28,766	)			(48,022	)			(19,408	)			(36,817	)			(27,807	)			(46,420	)
Sub-total			(106,879	)			(229,295	)			(124,348	)			(223,450	)			(103,315	)			(221,648	)			(120,202	)			(215,998	)
ORDINARY INCOME			650,695				1,197,900				410,682				1,080,954				628,995				1,157,950				396,986				1,044,905
INCOME BEFORE INCOME TAXES		W	650,695			W	1,197,900			W	410,682			W	1,080,954			$	628,995			$	1,157,950			$	396,986			$	1,044,905
PROVISION FOR INCOME TAXES (Notes 2 and 16)			(183,585	)			(362,372	)			(111,953	)			(329,710	)			(177,463	)			(350,287	)			(108,219	)			(318,714	)
NET INCOME		W	467,110			W	835,528			W	298,729			W	751,244			$	451,532			$	807,663			$	288,767			$	726,191
NET INCOME PER SHARE		W	6,345			W	11,350			W	4,058			W	10,205			$	6.13			$	10.97			$	3.92			$	9.86

(In Korean won and U.S. dollars) (Note 17)

See accompanying notes to non-consolidated financial statements.

SK TELECOM CO., LTD.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(See Independent Accountants’ Review Report)

		Korean won																Translation into U.S. dollars (Note 2)
		2005								2004								2005								2004
		Three months				Six months				Three months				Six months				Three months				Six months				Three months				Six months
		ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30
		(In millions)																(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES :
Net income		W	467,110			W	835,528			W	298,729			W	751,244			$	451,532			$	807,664			$	288,767			$	726,190
Expenses not involving cash payments :
Provision for severance indemnities			7,528				18,574				16,632				33,197				7,277				17,955				16,077				32,090
Depreciation and amortization			389,946				759,528				405,262				777,053				376,942				734,198				391,747				751,139
Allowance for doubtful accounts			20,293				35,339				—				79				19,616				34,160				—				76
Foreign translation loss			—				153				8,992				1,748				—				148				8,692				1,690
Loss on disposal of property, equipment and intangible assets			1,594				3,484				1,397				8,068				1,541				3,368				1,350				7,799
Loss on impairment of long-term investment securities			—				—				11,782				11,782				—				—				11,389				11,389
Loss on disposal of investment assets			15				62				3				809				14				60				3				782
Equity in losses of affiliates			17,554				37,198				—				—				16,969				35,957				—				—
Loss on transaction and valuation of currency swap			—				—				7				2,172				—				—				7				2,100
Amortization of discounts on bonds and other			12,519				24,967				10,474				19,254				12,101				24,135				10,125				18,611
Sub-total			449,449				879,305				454,549				854,162				434,460				849,981				439,390				825,676
Income not involving cash receipts :
Foreign translation gain			(36	)			(93	)			—				(241	)			(35	)			(90	)			—				(233	)
Reversal of allowance for doubtful accounts			(680	)			(892	)			(2,607	)			(4,157	)			(657	)			(862	)			(2,520	)			(4,018	)
Gain on disposal of property and equipment			(515	)			(604	)			(327	)			(384	)			(498	)			(584	)			(316	)			(371	)
Equity in earnings of affiliates			(11,720	)			(18,167	)			(20,089	)			(43,854	)			(11,329	)			(17,561	)			(19,419	)			(42,391	)
Gain on transaction and valuation of currency swap			(3,040	)			(2,645	)			(5,638	)			(2,850	)			(2,939	)			(2,557	)			(5,450	)			(2,755	)
Other			0				(957	)			(74	)			(2,621	)			—				(925	)			(72	)			(2,535	)
Sub-total			(15,991	)			(23,358	)			(28,735	)			(54,107	)			(15,458	)			(22,579	)			(27,777	)			(52,303	)

(Continued)

SK TELECOM CO., LTD.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(See Independent Accountants’ Review Report)

		Korean won																Translation into U.S. dollars (Note 2)
		2005								2004								2005								2004
		Three months				Six months				Three months				Six months				Three months				Six months				Three months				Six months
		ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30
		(In millions)																(In thousands)
Changes in assets and liabilities related to operating activities :
Accounts receivable — trade			(61,614	)			(52,694	)			32,738				50,127				(59,559	)			(50,937	)			31,646				48,455
Accounts receivable — other			4,248				39,967				(93,780	)			(494,872	)			4,106				38,634				(90,652	)			(478,368	)
Inventories			(876	)			(518	)			(1,194	)			(1,478	)			(847	)			(501	)			(1,154	)			(1,429	)
Prepaid expenses			6,859				2,644				6,294				(4,817	)			6,630				2,556				6,084				(4,656	)
Accrued income and other			(2,695	)			(22,980	)			(2,964	)			(7,835	)			(2,605	)			(22,214	)			(2,866	)			(7,574	)
Accounts payable			27,971				(416,209	)			50,086				(293,903	)			27,038				(402,329	)			48,416				(284,101	)
Income taxes payable			19,662				63,434				(112,261	)			(106,002	)			19,006				61,319				(108,517	)			(102,467	)
Accrued expenses			72,935				56,631				58,224				23,682				70,503				54,742				56,282				22,892
Withholdings			(5,671	)			60,242				(40,799	)			46,508				(5,482	)			58,233				(39,438	)			44,957
Current portion of facility deposits			373				831				847				1,995				361				803				819				1,928
Advance receipts and other			16,897				11,247				(4,278	)			(4,548	)			16,334				10,871				(4,136	)			(4,396	)
Deferred income taxes			3,415				20,374				(7,015	)			32,694				3,301				19,695				(6,781	)			31,604
Severance indemnity payments			(10,606	)			(14,535	)			(5,642	)			(14,932	)			(10,252	)			(14,050	)			(5,454	)			(14,434	)
Deposits for group severance indemnities and other deposits			4,929				7,628				3,251				5,662				4,765				7,374				3,143				5,473
Sub-total			75,827				(243,938	)			(116,493	)			(767,719	)			73,299				(235,804	)			(112,608	)			(742,116	)
Net Cash Provided by Operating Activities			976,395				1,447,537				608,050				783,580				943,833				1,399,262				587,772				757,447

(Continued)

SK TELECOM CO., LTD.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2005 AND 2004
(See Independent Accountants’ Review Report)

		Korean won																Translation into U.S. dollars (Note 2)
		2005								2004								2005								2004
		Three months				Six months				Three months				Six months				Three months				Six months				Three months				Six months
		ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30				ended June 30
					(In millions)													(In thousands)
CASH FLOWS FROM INVESTING ACTIVITIES :
Cash inflows from investing activities :
Decrease in short-term financial instruments		W	72,199			W	—			W	26,236			W	—			$	69,791			$	—			$	25,361			$	—
Decrease in trading securities			125,025				—				44,940				285,568				120,855				—				43,441				276,044
Decrease in current portion of long-term investment securities			—				3,600				500				37,478				—				3,480				483				36,228
Decrease in short-term loans			16,489				31,486				18,534				39,316				15,939				30,436				17,916				38,005
Proceeds from sales of long-term investment securities			28				1,714				223				734				27				1,657				216				710
Proceeds from sales of equity securities accounted for using the equity method			—				600				1,316				2,179				—				580				1,272				2,106
Decrease in guarantee deposits			2,971				117,827				1,626				7,275				2,872				113,898				1,572				7,032
Decrease in other non-current assets			6,168				16,214				11,707				22,870				5,963				15,673				11,317				22,108
Proceeds from disposal of property and equipment			17,988				18,460				1,525				4,879				17,388				17,844				1,474				4,716
Proceeds from disposal of intangible assets			52				53				—				1				50				51				—				1
Sub-total			240,920				189,954				106,607				400,300				232,885				183,619				103,052				386,950
Cash outflows for investing activities :
Increase in short-term financial instruments			—				(17,603	)			—				(6,896	)			—				(17,016	)			—				(6,666	)
Increase of trading securities			—				(24,946	)			—				—				—				(24,114	)			—				—
Increase in short-term loans			(17,057	)			(43,964	)			(8,210	)			(32,954	)			(16,488	)			(42,498	)			(7,936	)			(31,855	)
Increase in long-term financial instruments			—				—				(60,000	)			(60,000	)			—				—				(57,999	)			(57,999	)
Acquisition of long-term investment securities			(12,376	)			(12,615	)			(41,240	)			(52,336	)			(11,963	)			(12,194	)			(39,865	)			(50,591	)
Acquisition of equity securities accounted for using the equity method			(9,266	)			(107,144	)			—				(58,410	)			(8,957	)			(103,571	)			—				(56,462	)
Increase in long-term loans			(1,376	)			(1,545	)			(1,881	)			(4,460	)			(1,331	)			(1,493	)			(1,818	)			(4,311	)
Increase in guarantee deposits and other non-current assets			(21,210	)			(41,232	)			(31,580	)			(61,963	)			(20,503	)			(39,857	)			(30,528	)			(59,897	)
Acquisition of property and equipment			(271,976	)			(365,267	)			(355,974	)			(471,639	)			(262,906	)			(353,086	)			(344,102	)			(455,910	)
Increase in intangible assets			(4,475	)			(124,020	)			(4,324	)			(8,715	)			(4,324	)			(119,884	)			(4,180	)			(8,424	)
Sub-total			(337,736	)			(738,336	)			(503,209	)			(757,373	)			(326,472	)			(713,713	)			(486,428	)			(732,115	)
Net Cash Used in Investing Activities			(96,816	)			(548,382	)			(396,602	)			(357,073	)			(93,587	)			(530,094	)			(383,376	)			(345,165	)