1999 ANNUAL REPORT We Reshape Ourselves To Offer More Responsive and Innovative Service CONTENTS Vision Profile 1 Financial Highlights 2 Energy Business 24 Chemical Business 28 Research & Development 34 CEO Message 3 A Message from the President 6 Integated Market Networking 30 1999 Financial Reports 36 Directors & Officers 45 Marketing Company Means 8 Environmental Management 32 Corporate Data 46 V I S I O N P R O F I L E O u r N e w V i s i o n o f S K i n A M a r k e t i n g ••• t h e 2 1 s t C e n t u r y ? G l o b a l i z e d I n n o v a t i v e C o m p a n y. We of SK Corporation have set ourselves a new course to leverage our corporate values on top of our integrated energy and chemical backbone to take us to the global forefront. We want to be a company that can contribute to society. A company whose proficient knowledge workers are respected and loved by the people in their communities. Continually enhancing customer values. Developing unprecedented technologies and innovative business models. Stepping out into the world marketplace with leading-edge products. These are examples of what we are refocusing our resources on today. All our dedicated workers have a new mindset. They want us to be the company most admired by investors. The company most desired by employees. The brand preferred by customers. For our business partners, we will make SK the most reliable company through reciprocity. The dream of SK in the 21st century is to become a Globalized Innovative Marketing Company. 1 FINANCIAL HIGHLIGHTS Sales (Millions of U.S.Dollars) Net Income (Millions of U.S.Dollars) 14 81 96 9,811 7,601 9,147 9,858 12,371 8,938 11,348 11,536 301 Total Assets (Millions of U.S.Dollars) 96 97 98 99 96 97 98 99 96 Millions of Won 97 98 99 Thousands of US Dollars 1999 1998 1999 1998 345,038 11,237,096 14,170,004 5,877,720 115,705 11,048,787 13,706,929 4,150,200 301,238 9,810,630 12,371,228 5,131,587 95,798 9,147,862 11,348,674 3,436,165 FINANCIAL Net Income Sales Total Assets Shareholders’ Equity Won Per Share: Net Income Cash Dividends 2,797 750 1,702 500 1999 1998 810 810 887 754 US Dollars 2.442 0.655 OPERATING Refinery Crude Oil Run (Thousands of barrels per day) Petroleum Products Sales (Thousands of barrels per day) Chemicals Sales (Thousands of Metric Tons) 3,868 3,535 Number of Employees as of Year-End 4,320 4,541 N o t e U.S. dollar amounts represent translation of Korean Won for convenience only at a rate of ₩1145.40 to U.S. $1.00, the base rate on December 31, 1999. 1.409 0.414 CEO MESSAGE C o n t i n u o u s f o r T r a n s f o r m a t i o n L o n g - L a s t i n g W e C o n s t i t u t i o n I n n o v a t i v e ••• I s a P r e r e q u i s i t e V i a b i l i t y. o f S K t o A r e G r o w M a r k e t i n g A l t e r i n g i n t o a O u r O v e r a l l G l o b a l i z e d C o m p a n y. Fiscal 1999 was a vintage year for us. Because of our corporation-wide restructuring and profit focus. Also because of the support of our employees, shareholders, and customers. In the field of petroleum, where we have been the sector leader from the outset, we contributed to the stabilization of the domestic market, which has been undergoing deregulation. In the chemical business our cost-cutting efforts and the rebounding of the Korean economy led to our most remarkable results in recent years. In lubricants, coal, and exploration & production we have also produced good profits. The profits of our subsidiaries and af filiates have also gr own, backed by our accelerating r estructuring over the last several years. SK Corp., never satisfied with good business outcomes, took on new challenges to weather the fastchanging climate of the global new economy . To this end, we set a new vision, new managerial goals, and new strategies. To manifest our vision, we will carry out value-driven Globalization at a fast pace, keeping up Technological Innovation, including digitech, and Human Enrichment by delivering to customers ample diversified products and services. The changing environment of the globe r equires us to make many changes in our ways of thinking and performing in our core fields. It requires new-concept growth strategies. We are vigorously resetting our goals and strategies. First, we will achieve the highest level of competitiveness in our core fields in two to three years. 3 Rapid globalization is wiping away demar cations between markets and integrating them into a huge single worldwide market. We see that this gives us lots of oppor tunities. We are deeply aware that strong competitive power in a limited region does not mean much in this burgeoning global era. In order to heighten our competitiveness to the global for efront in our core fields, we are setting goals that should be achieved in the 2-3-year short term: the world's lowest conversion cost, dramatic pur chasing cost cuts, implementation of pr ograms to impr ove value for the customer, optimization of operational efficiency in ever y stage fr om crude-oil purchasing to end-user ser vice, optimization of physical market ing networks, and diversification of market segmentation. We have set new gr owth principles. We will multiply our intangible assets thr ough speed and flexibility in thought and action, as well as agilely exploring new business fields for the realization of our utmost potential. To fluently deal with ever tougher global competition, technology advancing at incredible speed, and the multifarious preferences of customers, our receptive knowledge workers dedicate themselves to making the company Heavy in Intangibles, Light in Assets. Which means that corporate growth is realized by leveraging our intangible assets—technologies and competences. We will achieve this thr ough Speed & Flexibility, Risk Taking & Hedging. Speed & Flexibility means proactive thinking and acting a step ahead of others in the fast-changing global envir onment. Risk Taking & Hedging means facing risk, not just turning away from it. Rigorous analysis of risk factors can create opportunities. No risk, no opportunity, as you all know. We will foster our global presence through three major growth strategies: growth through value enhancement, growth through unrivaled technology, and growth by exploring the world. SK wants to thrive as a market-oriented company that can deliver plenty of value into the hands of customers. To do this we have reshuffled our marketing structure and network so that can we get closer to our customers. We take the best advantage of our already-established massive database of customers and drive into new marketplaces. We are expanding our e-business as part of our online customer services, OK Cashbag bonus-point service, and various other strategic marketing services. We believe that the business exper tise and technological competences we have gleaned will fuel our drive to become a global company with innovative solutions. We will incubate such intangible assets into tangible products that can be commercialized by new business models. Unrivaled accomplishments fr om the melding of inhouse and outsourced R&D will be a power ful engine for successful commercialization in a short span of time. We know that changes in corporate cultur e and system are the prerequisites for success in such a transformation. Thus we will change many things, including policies for personnel. We never make light of smallest challenges we come up against. All facing in the same direction, the creation of corporate value, hand in hand we will join in our efforts to shape a new look for the company. Confronting business challenges on a global scale will not be easy. But we believe that continuous reform and dedication will carry us through. We will make 2000 the year of our new takeoff. Thank you. Tae-won Chey / Chairman & CEO 5 A MESSAGE FROM THE PRESIDENT O u r E f f o r t s a M a r k e t e r ••• t o B e c o m e W o r l d - A c c l a i m e d W i l l N e v e r I n n o v a t i v e C e a s e. In 1999 Korea bounced back quickly from the hard blow of the foreign currency crisis of the previous year. Economic conditions had a favorable look, with increased overseas and domestic demand. Our business on the whole went on swimmingly as domestic demand for petrochemical products recovered, the exchange rate stabilized, and the interest rate turned down. But we of SK Corp. did not slacken our overall restructuring and kept scrutinizing all operational pr ocesses for higher ef ficiency. W e lower ed our equity-to-debt ratio sharply. These ef forts yielded, in fiscal 1999, revenue of about US$10 billion and net income of US$308 million, reflecting the highest growth we had achieved since our founding. The performance of our main business fields during 1999 was as follows. Despite rocketing oil prices, squeezed margins in the stagnant Asia-Pacific region, and a price war in the domestic market, our petr oleum business added 0.4% to its market share in Korea over the previous year, to which our DB marketing strategy contributed. Our chemical business wr ote revenues of US$1.8 billion. Our lubricant business created stable pr ofits based upon our ZIC motor oil line, which enabled us to remain the for midable leader in the domestic lube market. The gr owing demand for our high-quality base oil Yubase fetched lucrative profits. In the field of exploration & production, we made steady profits after securing equity oil from the Marib Concession in nor thern Yemen and other oil fields. The picking up of inter national oil prices also pushed our profits higher. In line with our long-ter mpolicy of securing stable resources and profits, we acquired equity by joining in natural gas development in Qatar. As examples of our out- standing R&D accomplishments in biotechnology , we sold an anti-epileptic medicine to a prestigious pharmaceutical company in the United States and our anti-depr essant, presently undergoing clinical tri als, is to be commercialized soon. In marketing management linked with our digital ner vous system, we pursued a distinctive appr oach to customers with our Ok Cashbag Card and launched the Net-friendly okcashbag.com to deliver useful information and services which will help boost our e-business. Our TSD project offers traffic updates and infotips broadcasts to drivers free of charge with a click or two. We expect some of these new business fields will yield profits from this fiscal year. In the knowledge-based Net generation, SK Corp. will flexibly move to adapt to the swirl of fast-changing business cir cumstances. In the pr ocess, we ar e setting ourselves the new goal of becoming a Globalized Innovative Marketing Company . To bring our vision to vivid reality, we will put the utmost energy into becoming a versatile marketer. That will allow us to repay the unflagging support our shareholders and customers have shown us. Thank you. Han-kyung Kim / President & CEO 7 Marketing Company ••• At SK, "marketing company" is the target of a corporation-wide reform from top to bottom. It means that our business focus is shifting fr om the manufacturing-intensive ener gy and chemical sec tors to infor mation-rich total solutions r eadily available to customers online and of fline. Which is ulti mately delivering all-inclusive ser vices and value to customers worldwide. T o generate greater customer C u s t o m e r s W a n t a M a r k e t i n g o f t h e 2 1 s t C o m p a n y means... w i t h C e n t u r y A l l - I n c l u s i v e T o t a l S o l u t i o n s. value, our employees ar e teaming up for extensive and r esponsive investigation of the pr oducts most needed by customers, r elying on our accumulated business-to-business and business-to-customer data. This is how we will be able to evolve into a market leader in the future. 9 Marketing Company means happy custo ••• Customers ar e always the main theme of a marketing company . We of SK know that cus - tomers are the dominant power in the market and govern our day. A company which cannot win the hearts of customers can not hope for success. That's why we ar e intensifying our marketing competence with our mindset of putting the customer's happiness first. One of our enhanced way of marketing is reaching customers thr ough diverse communication channels. We use our vast customer database, including the Inter net. W e accommodate DB management, knowledge management, e-business, and other new-concept management as tools for transfor ming ourselves into an innovative marketing com - A M a r k e t i n g mers U l t i m a t e l y f o r t h e C o m p a n y I s H a p p i n e s s o f C u s t o m e r s. pany. Already many smokestack manufacturers are going online to provide information services and thus to add value to their har dware products. So are we of SK ar e laying down an infor mation infrastructure to provide useful and integrated infotip updates, such as our drivers' traf fic and road map service at our Internet portal. Through the portal we hope to deliver the most satisfying one-on-one customer solutions, and create more opportunities for us. We started bonus mileage with our Enclean Bonus Card and cash-saving with our OK Cashbag ser vice. Our value-driven management will continue to transfor m itself so as to put happy smiles on the faces of our customers. 11 Marketing Company means ••• e•business E-business is growing with such incr edible speed that it is not an optional but an indispens - able component of the viability of most business entities. The number of Net-buyers is gr owing explo- sively and still the Net generation is not yet fully fledged. SK's E-business at present is solidifying its footing on the Internet on the strength of our vested knowledge and services rather than by jump-starting new businesses on the Internet. In the coming years we plan to add mor e unique and all-inclusive E- A M a r k e t i n g B u i l d s C o m p a n y a U s e r - F r i e n d l y E - C o m m u n i t y. solutions bearing high value as we use the Internet to strengthen our role as a global marketing company. We will read the minds of customers captured from our intricate customer database, including the drivers who use our ser vice stations, our customers in our other various business fields, and users of Enclean Card and of OK Cashbag. SK's value innovation strategy is to take the best advantage fr om the opportunities brought by the digital revolution. 13 Marketing Company means ••• intangibles The companies enjoying high prices in the stock markets ar ound the world all have cer tain properties in common: rich intangible assets like technology, knowledge, capable human resources, networking, and brand identity. We of SK ar e trying to similarly leverage our intangible assets, the experi ence, cr eativity, workmanship, and marketing exper tise we have accumulated since our founding 30 years ago. We keep applying our intellectual power to our core competences to achieve our strategic T h e a n C o r e I n n o v a t i v e S t r a t e g y f o r M a r k e t i n g L e v e r a g i n g C o m p a n y I n t a n g i b l e I s A s s e t s. goals. For the rapid commer cialization of good business ideas, we have simplified operational processes. Our knowledge workers ar e polishing their expertise in their specialties. These mental assets ar e the growth DNA that develops capable and r esponsible workers who can per form with flexible decisionmaking. To add to their intellectual power , SK outsour ces some R&D and establishes strategic B2B alliances with prestigious multinationals or small downstream firms. 15 Marketing Company means brand power ••• A market-wise company enhances its brand power as its one-on-one contact point with cus - tomers. Popularity with customer comes from marketing pr oficiency on top of high-quality products. Corporate brand power is the barometer of the popularity of the pr oduct, which in tur n determines market share. The 21st century is the century of the Net generation. The brand name that comes up first into the minds of Net sur fers has the best chance to dominate the market. When a cer tain brand image once takes a root in the minds of customers, a similar brand next in line finds it har d to overtake it, unless it has winning quality and unprecedented value. W inning brand power not only deter mines A C o r p o r a t e t h e w i t h I t s B r a n d C o n n e c t s M a r k e t i n g C o m p a n y C u s t o m e r s. corporate competitiveness but also influences over national competitiveness. A customer -friendly brand image is per haps the top value for a marketing company . Therefore, smart brand management is the instrument of market competition. Brand power means a long-lasting name favored by customers. Accordingly, a hit pr oduct successfully commer cialized in the first place has a stronger brand power which enjoys gr eater longevity. We breed powerful brands that can stir the most favorable response from customers. To this end, we maximize the overall synergy of our marketing skills and services. We aim to make ourselves the worldwide market leader in the 21st century. 17 Marketing Company means a globalized ••• Our competition is not just limited to domestic rivals but includes the global leaders. We offer greater value on the global scale. T o do so, our dedicated employees in each business field polish their workmanship to make us the world's best. We scrutinize every possible hindrance in every process to double-check quality, while seeking feedback from customers on whether we have managed to fulfill their hopes and expectations. W e benchmark against our top competitors. Then we spin the globe, spot a new market, and zoom in it. On some shor es we will be strangers, but that's wher e the growth W e S e e k t o b e t h e P e e r l e s s W o r l d’ s B e s t. W o r k m a n s h i p company G e t U s W i l l T h e r e. potential is, as soon as they get to know us. Because we carry multicultural solutions that can meet multifarious preferences differing by locality. To understand people better , we ar e establishing strate gic depots in key geographical spots ar ound the world. Our Regional Strategy Headquar ters in China, for instance. To become one of the world best companies, we surf on surging new world trends which are taking us into the future in every corner of the earth. 19 SK Corporation is a Globalized Market ••• We know it's the right time to shift fr om being a manufacturing company to being a market - ing company. Just supplying quality pr oducts is not enough to satisfy customers. It takes a higher level of service, too. Reading the needs of customers even before they realize them. Plus safe, eco-friendly , and innovative solutions. These are the answers for a company like us. A customer-centered Marketing H o w e v e r W e B r i g h t D r a w, T h e a V i s i o n W h o l e P i c t u r e I s G l o o m y Innovative ing Company w i t h o u t C u s t o m e r S a t i s f a c t i o n. Company that delivers unique service and value before others do. An Innovative Company that creates brand-new products and business processes backed by intangible resources. A Globalized Company that can vie with prestigious multinationals on the global for efront. Having prepared ourselves to become a globalized innovative marketing company, we are now striding into the new century. 21 ••• ••• Value-Driven Solutions for Wider Marketscapes Our multisided efforts to induce foreign capital, achieve overall restructuring, and improve productivi- ty brought excellent results in fiscal 1999. Despite acute competition in the domestic market, our ongoing improvement of productivity and competitive edge helped our petroleum business keep its formidable position. In our chemical business, even though we were hampered by oversupply in the Asia-Pacific region, growing demand enabled a profitable year. In our lubricant business, the base oil Yubase and high-quality ZIC made lucrative profits, seizing the first market position. In the field of petroleum development, profits jumped with equity oil from the Marib Concession in northern Yemen and other oil fields. Our Taedok Technology Institute and our R&D cen ter in the United States developed patent pharmaceuticals, including an anti-epileptic medicine which we sold to a prestigious pharmaceutical company in the United States. We have upgraded our technological and marketing competences. This good performance in fiscal 1999 strengthened the belief in us of our employees, shareholders, and customers and laid a firmer footing for our pursuit of our 21st-century vision, a Globalized Marketing Company. 23 ENERGY BUSINESS SK Corp. is a leading marketer and a stable, economical supplier in the domestic energy resources sec tor. We have participated in developing overseas oil fields and coal mines. We have raised the bar in city gas, lubricants, and other core businesses nationwide, in line with the government's project aiming for a resource-rich country. SK Corporation's energy business ranges over oilfield exploration, crude-oil importing, refining, trans porting, and retailing, as well as chemicals. SK Corp. is vertically integrated in the energy business from upstream oil exploration and manufacturing to downstream deriva tives and marketing. This top-to-bottom integration has heightened our operational efficiency in every business process, which in turn has bolstered our company-wide marketing synergy. Having recently restructured as a marketing company, we are now focusing our efforts on innovative marketing strategies in energy fields. We have shunted aside the old habits of conglomerates. The “size does matter” drive, for instance. A bit belatedly from the global point of view, so we have intensified our restructuring to a high degree to build a slimmer body standing taller financially. On top of our tradition of more than meeting customer expectations and desires, we are trying to cre ate new customer preferences. The knowledge accumulating in our repository will support creative ideas and enable us to offer smarter products and pleasanter service. Our profit drive is steadfast in every energy field. Making inroads into overseas markets, at the same time we are looking into every nook and cranny, hoping to hit oil or find other energy resources. On land and off, SK Corp. will pur sue more opportunities to get to the global forefront. [PETROLEUM] In 1999, as Korea Inc. was gradually recovering from the recession in 1998, domestic demand for petroleum products climbed 10%. In the midst of favorable developments, such as the recovery of the depreciated Korean won and the lowering of bank interest rates, and unfavor able developments, such as increasing oil prices due to OPEC's agreement to cut back production, increased refinery facilities in Asia (India and Taiwan, for instance), and the growing onslaught of price competition, SK Corp. kept up steady operation of its massive petroleum facilities while moving ahead with structural downsizing and managerial reform. 24 - In fiscal 1999 SK Corp. imported and refined a total of 284 million barrels of crude oil and sold 300 million barrels. At the same time, we gained new knowledge from ongoing R&D and reshuffled our marketing network completely. These efforts lowered our costs and heightened our competitiveness, enabling us to take a 34.1% share of the domestic marketplace, which enhanced our leadership in the domestic sector. Since the multinationals can now freely enter the domestic market and a price feud is raging among domestic suppliers, oil prices are rocketing and squeezing the margin. In these challenging business conditions, SK Corp. has maintained its large chunk of the domestic market through a campaign that appeals to the mass audience through profit-wise performance in non-petroleum business lines. SK Corp.'s BC Card, Enclean Bonus Card, Y2K solutions for customers, and other differentiated customersatisfaction services have captured regular customers. Our refining facilities are setting new standards of operation as the years glide by. SK Corp. is all about maximizing returns to shareholders, winning the admiration of both customers and competitors, and striving to stand among the global leaders. [EXPLORATION & PRODUCTION] Since 1983 SK Corp. has participated in a total of 48 projects for oil exploration & production in 23 countries and now is involved in 23 pro jects in 11 countries. In the Marib Concession of Yemen, where SK Corp.'s first com - - mercial production began in November 1987, daily production averaged 116,420 barrels of crude oil in 1999. Of this total production, the company holds a 15.925% share and shipped 2.77 million barrels of equity oil in the year. The company has a 25% share in the North Zaafarana Concession of Egypt, where we first lifted commercial oil in November 1994. In 1999 daily production there averaged 10,120 barrels of oil, from which we took 490,000 barrels of equity oil over the year. In Block 8 of Peru, of which SK Corp. acquired an 8.33% share in 1996, 920,000 barrels of equity oil & gas was assigned in 1999. In CI-11 of Cote d'Ivoire (the Ivory Coast), the company lifted 770,000 barrels of equity oil. In 1999 SK Corp. signed an MOU with Daewoo Corporation to acquire its 8.33% share in the Libyan NC 174, where a significant amount of crude oil was discovered in 1997 and a Sales & Purchase Agreement between the two companies is expected to be completed in early 2000. In 2000 SK Corp. will continue active exploration in its current projects and make every effort to increase its reserves base through new exploration and/or production projects in its core areas. 25 [GAS] In the 1960's SK Corp. was the first to introduce into Korea clean natural gas, a near-pollu - tion-free and convenient energy source. Since then the company at a steady pace has added LPG pro duction, storage, and supply facilities. Now SK Corp. dominates the Korean LPG market with a 41% share. Not counting LPG used for petrochemicals, it supplies 2.3 million tons to consumers through SK Gas Co., its specialized subsidiary for LPG. To allow easier supply of LPG anytime, anywhere that customers want, the company is laying the largest pipeline network in the nation. Taking customer safety as the utmost priority, the compa ny supports safety management through periodic training of employees. It con ducts rigid safety checks of every unit and facility, also looking out for environ mental hazards. The demand for city gas (piped directly to end users) is growing because of its convenience and environment-friendliness. Total demand reached 9 million tons (in terms of LPG) in 1999, having increased by an average of 18% per year for the last five years. This trend is expected to continue in view of the fact that city gas is cheaper, cleaner, and easier to use than other fuels. SK Corp. has invested in many city gas companies which have now become safe and stable suppliers in ten major cities, including Seoul. Our nationwide supply network of city gas now meets 26% of domestic demand. On January 13, 1999, we established the joint venture company SK Enron Co., Ltd., with Enron, a US-based company involved in natural gas shipping and power generation. Together with SK Enron, we are co-managing affiliates, including SK Gas, Daehan City Gas, Pusan City Gas, Kumi City Gas, Chungju City Gas, and Pohang City Gas. Recently the company successfully acquired Dongbu Ocean City Gas, Daeil City Gas, Bobae City Gas, Byoksan Energy, and Chungnam City Gas. These strategic alliances will sharpen our competitive edge. In the years ahead we plan to enter the gas and power industry with LNG terminals and private gas generation. [COAL] SK Corp. imported 1.7 million tons of high-quality bituminous coal from China, Australia, and South Africa and supplied it to Korean cement makers and co-generation power plants, the com panies which chiefly use bituminous coal as their energy source. SK Corp. has invested in two operating coal mines in Australia, the world's largest exporter of coal, and is involved in two other exploration projects there. In 1999 we supplied 890,000 tons of bitumi nous coal from these mines to the Korean power generation market. 26 - [LUBRICANTS] Lubrication products recorded US$212 million of revenue in fiscal 1999 by dint of the success in the domestic and overseas markets of our breakthrough lube ZIC and to our increased exports of YUBASE. The company maintained unrivaled leadership in the domestic lube market. To overcome the limited growth potential of the Korean market, we have vigorously moved into the larger markets in the world, selling ZIC in 15 countries and YUBASE in 30. Our ZIC brand has become an award-winning lube in Korea. ZIC in particular stirred a rave response, which has made our name a synonym for high-grade motor oil. We shipped 110 thousand barrels of it to 15 countries, an export increase of 43% over the previous year. Along with it we have introduced such new services as mileage bonus points, happy call service, a customer hot line, and technical backup to retail outlets. These have heightened our brand power and customer satisfaction. As the domestic demand for lube products was recovering in 1999 from the weak economic conditions of the previous year, and by virtue of its excellent quality and our very different market approach, we sold 1.08 million barrels of ZIC in Korea, yielding US$146 million in revenue, a 20% increase over the previous year. Overseas we sold 110 thousand barrels of ZIC in 15 countries, 43% over the previous year. We expect that vehicles on the world’s roads using ZIC will continue to multiply rapidly. SK Corp. launched YUBASE in October 1995. It is a base oil of very high viscosity index (VHVI). This high-quality base oil has a bright future in the world market when the International Lubricant Standardization and Approval Committee (ILSAC) GF-III comes into force for quality rating. YUBASE is now sold to 200 companies in 30 countries. Its quality is being upgraded by ongoing R&D. Its sup ply worldwide is being streamlined by steady network expansion. The largest capacity in the world for VHVI base oil, together with high quality and low cost, have made us highly competitive. Our quick response to the fast-changing pref erences of customers is largely responsible for the fact that our net income before income tax on base oil rose 52% over the previous year, on sales of 1.3 million barrels. SK Corp. is outpacing its domestic competitors in marketing competence with many technological breakthroughs. Our strength in technology and marketing make us an active player on the world stage. In fiscal 2000 we are trying to ship high-performance and high-value products to the countries of the global leaders, including Japan, advanced European countries, and the United States. We are trying to turn our knowledge-based intangible assets into high-quality, tangible products which offer customers real advantages. We will put into place our own ever-more-effective ways to do business. 27 CHEMICAL BUSINESS In 1972 SK Corp. helped lay the foundation for Korea's petrochemical industry by constructing the sec tor's first naphtha-cracking facilities, with an annual capacity of 100,000 tons. To cope with the precarious business climate we adopted long-term objectives and undertook heavy facility investment. In 1997 we completed facilities for greater naphtha-cracking capacity as well as a second polyolefin plant, a second paraxylene plant, and a styrene monomer facility. The competitive scramble of the domestic petrochemical compa nies, which had resulted in their building excessive facilities, came to an end in 1999. The sector rebounded and we sold a total of 3.9 million tons of chemicals, with revenues 8% over the previous year. Our productivity improvement,and cost reduction through the alchemy of R&D and the diversification of the market into south-east Asia and Europe allowed us to realize a profit in 1999. Our dedicated employees maximized profits by renewing multipurpose com - modity lines, such as basic chemicals, intermediates, polyethylene, polypropylene, and solvents, while keeping pace in the development of high-value specialty chemicals, such as biodegradable resins, phar maceutical intermediates, new materials, and biocides. Meanwhile, SK Corp. continues to restructure. Non-essential business lines are being spun off, the organization streamlined, and personnel re-deployed to create a more efficient operation. In this way, the corporate infrastructure is being adjusted to allow the company to capably respond to changing demand and market conditions. As we have been doing for decades, we are reinforcing core compe - tencies in specialty fields, hoping to make customers prefer us and competitors admire us. [OLEFIN UNIT] The Olefin Unit produces base olefins, including ethylene and propylene, and intermediates, the essential feedstock for downstream petro-chemical products. Olefins are supplied to our own chemical plants in the SK Corp. Complex and to other companies at the Ulsan Petrochemical Complex. In 1999 our production capacity reached an annual 1.7 million tons of base olefins and inter mediates. Of the total turnover, we sold 900,000 tons to others despite the fast-changing climate in the domestic and overseas markets. Timely supply and close interaction with customers and high-quali ty, high-value olefins are goals that always remain unchanged. 28 [AROMATIC UNIT] In the unfavorable market conditions of oversupply and hyper-competi - tion in 1999, out of a total turnover of 2.5 million tons of aromatics, including benzene, toluene, xylene, paraxylene, orthoxylene, cyclohexane, and styrene monomers, SK Corp. sold 1.8 million tons to other chemical companies. The company is constantly seeking ways to raise productivity and thereby accommodate the needs of downstream industries and end users. [SOLVENT UNIT] SK Corp., the trailblazer in the domestic solvent industry, produces 60 kinds of solvents, of which it sold 340,000 tons in 1999. The company has a multi-purpose production system in place that can turn out a variety of dif ferent solvent offerings, in which their base materials are received from the com pany's BTX plant, large-scale refinery and various petrochemical processes. In recent years the company has developed eco-friendly solvents, including de-aro matic solvent, isoparaffin solvent, and cyclopentane, which are worry-free in terms of environmental hazards and industrial sanitation compared to the other solvents in common use. We developed high-tech processes for manufacturing carbonless duplicat ing paper, paraxylene desorbent, and other high-purity fine chemicals. A plant is under con - struction for the commercialization of these specialty solvents. At the same time we are promoting diverse technical alliances and exchanges with outstanding chemical makers in Korea and overseas. This is to broaden our range of products and make them all available on a one-stop basis to our part ners, downstream industries, and end users as a virtuoso marketing company. [POLYMER UNIT] The Polymer Unit produces commodities of general use to consumers, such as plastic hybridized with synthetic rubber for vehicle parts, electronic goods, communications cable, toothpaste tubes, ball-point pens, and even contact lenses. Among all the petrochemical products manufactured by SK Corp., these products touch the daily lives of consumers the most often. The company started operation of its 2nd PE/PP Plant in December 1996, resulting in a specialized pro duction lines capable of turning out 700,000 tons of linear low-density polyethylene ( LLDPE), highdensity polyethylene (HDPE), and polypropylene (PP) in 1999. We are spurring our investment and R&D in technology-intensive and high-performance polymers and other new materials. R&D successes to date include the bio-degradable Greenpol, the breathable resin Brespol, the high-performance adhe - sive Polyglue, the barrier resin Notran, and the thermoplastic Plastomer, all part of our commitment to deliver into the hands of our customers easy-to-use and eco-friendly polymer derivatives. We are enhancing our ability in DB marketing so that updated technological and management information is available at a finger stroke around the clock. Online and offline, we are establishing ourselves as a vir tuoso marketing company. 29 INTEGRATED MARKET NETWORKING To integrate our market network, we take advantage of all the data we have accumulated over a long stretch of years. That helps us to handle B2C and B2B services efficiently through our see-it-now online network. Our OK Cashbag service, for instance, lets the card user earn bonus points for his pur - chases in our outlets or subcontracted retailers. When his bonus points add up to a certain stipulated amount, he is rewarded with a free coupon. We have 15,000 subcontracted retailers, 18,500 including our service stations nationwide. From the time we began the OK Cashbag service to the end of 1999, we signed up 9.5 million card users. In 2000 our card users are expected to nearly reach 20 million after we tie up with SK Telecom, which has the lion's share of subscribers in Korea. Cyber LMC and TSD (Total Service for Drivers) are also contributing to the suc cess of our integrated marketing network. The Cyber LMC provides subscribers with information they need in everyday life. Its accumulated subscriber data are linked to e-commerce, making it one of the largest cyber communities and the largest and finest content provider. In years to come we are planning to bind the cyber and the real markets together to offer more diversified services with greater benefits. TSD provides drivers with traf fic information and other content useful in everyday life though CNS and wireless devices plus Car Car Service. The test service first started with drivers in the Kangnam District. It aims at developing into a CVO (Commercial Vehicle Operation) for total driver service, which will also be networked with other services. Our integrated market networking is centered on the Internet. E-commerce is burgeoning as the num ber of Net users grows explosively. Thus more integrated and diversified services are needed by Net surfers looking for practical tips and seeking to purchase products through their wired or wireless devices. We try to deliver the cyber services that will be as beneficial as possible to as many customers as possible. 30 31 ENVIRONMENTAL MANAGEMENT Occupational health and environmental protection have always come before profits at SK Corp. Underscoring this commitment is the company's steady investment for clean energy development and better environmental performance. SK Corp. realized early on that the importance of environmental issues was continuing to grow and that environment-friendliness was becoming a preeminent consid eration. As one of the ways to fulfill this commitment, SK Ulsan complex has adopted Environmental Management System (EMS) and acquired ISO 14001 certification success fully from the KSA-QA in 1996. Also SK Corp. laid down an Environmental Master Plan that covers pollution prevention, product stewardship, eco-efficiency and social responsibility. The Environmental Master Plan and EMS achieved results that qualified SK Corp. for the Environment-Friendly Company Certificate awarded by the Korean Ministry of Environment in May 1996. The designation was granted again in December 1997, reaffirming the outstanding results of our environmental management efforts. In SK Corp., 165 environmentalists are trying to accomplish immaculate environmental management by scrutinizing all our business processes—management, operation, maintenance, and R&D. Also, SK Corp. is continuously adding investment in pollution prevention facilities and technologies to reduce the environmental impact. Efforts have been made to be a model for the industry. From 1997 to 1999 SK Corp. invested US$100 million in energy-saving and pollution prevention facili ties, which is 37.5% of SK Corp.'s total investment. In the coming three years, US$64 million is earmarked for continual environmental improvement. Our strict environmental management with our 3R (reduce, reuse, and recycle) campaign in 1999 improved energy saving and operating efficiency which resulted in reduction of 1.8% in SOx emissions, 2.5% in COD, and 5.1% in wastes than the previous year. In line with the government's environmental management standardization project, SK Corp. is partic ipating in EPE and LCA projects that are co-managed by KAB and the Ministry of Commerce, Industry & Energy. SK Corp. will pour our utmost efforts into further improving our environmental performance and will fulfill our responsibility to communities. 32 [SAFETY MANAGEMENT] Safety is a top priority in SK's management. SK Corp.'s safety program for accident prevention covers our manufacturing plants and offices, partners and subsidiaries, subcontractors, retailing outlets, end-users, and neighbors in the communities where we operate. In 1993 we introduced a Safety Master Plan to bring about continuous improvement in our safety and health performance. Since implementing the plan, SK Corp. has made substantial improvements in a number of key areas such as toxic chemical release, and lost-time incidence rate. We have also established our own safety standards, engineering standards, and standards specifications based on worldwide practices as well as our know-how acquired over 30 years, to ensure safe operation. Strict adherence to these standards has eliminat ed potential problems with facilities and has helped to ensure accident-free operation. SK Corp.'s safety structure is designed to enhance communication and promote the exchange of safety knowledge and ideas among all our operations and all levels of the company. To encourage all employees to take more responsible care of all processes, we have joined the Korea Responsible Care Council. For the result of all these endeavors, SK's safety management is highly rated by global reinsurers. We have 70 staffers assigned to safety management and 200 volunteer firefighters in various processes, who stand ready to leap into action. SK Corp. has the best record of accident-free operation among petroleum refining and petrochemical industry in Korea. We will hammer the injury rate down below 0.5 per million work hours. SK Corp.'s safety management guarantees employees peace of mind in an accident-free environment. In the future greater emphasis will also be placed on retrofitting and on safety evaluations of facilities in order to strengthen overall safety even more. We believe that safety performance is an important barometer of the overall success of our company and will not rest until its safety performance reaches perfection. 33 RESEARCH & DEVELOPMENT Everyone is aware that intangible assets like knowledge and technology determine the viability of a company in the ever-changing world of business. This is felt most keenly in the explosive e-biz world. For the past 16 years, while many have stood in awe at the incredibly fast overall changes, we have steadily poured R&D efforts into cutting-edge technologies and products designed to with stand any challenge. These activities are focused on giving existing products distinctive features and added value. They also help to create new, technology-driven business lines with high growth and profit potential. We support our researchers with state-of-the-art equipment and facilities at SK Daeduk Institute of Technology and at the two research laboratories we estab lished in the United States as part of our effort to globalize operations and develop products for specific markets. As SK Corp. raises its own competitive stature, it also localizes new technology, which helps to promote its competitiveness in the regions involved. Especially, since SK Corp. today is reshaping itself as an innovative company, more indigenous solutions will lead to a greater number and a wider range of hightech and value-added products. SK Corp. is finding new growth opportunities in technology-led areas where the prospects for strong profits are the brightest. To this end, we are concentrating a great effort into the life science area. In July 1999, we licensed out the pharmaceutical technology for an anti-epileptic drug to Johnson & Johnson. The earnings from this are expected to reach US$900 million. We have developed an antidepressant that is about to be commercialized. Encouraged by having our technological strength in pharmaceuticals approved by Roche and other global leaders of pharmaceuticals, we have introduced CMS (custom-manufacturing service) in fine chemicals and begun to produce pharmaceutical interme diates, including new intermediates for the treatment of AIDS. We have developed a production process for Vitamin E and other medicinal products from acetylene, one of the by-products of petrole um refining. High-purity chemicals generated by the processing technology of SMB (simulated moving bed) and performance chemicals including PXE are also lined up for commercialization. 34 In recognition of the growing importance of environmental protection, we are developing environmen tally sound technologies and alternative sources of energy. We have developed a production process for ultra-low-sulfur fuel oil and have interoduced NOx reduction catalysts to the market. Another tech nological success is our global standard Q-BOD, which has been licensed out to companies in Korea and we are well along in negotiating one in the United States. Through a national research project, we participated in the development of an on-board reformer which is an integral part for a fuel cell vehi - cle. In the process of developing NIR (near infrared) technology, and anti-coking technology we have greatly improved our processing management. In addition, our continuing R&D in our existing busi - nesses has turned out superior catalysts and processing innovations which have reduced our costs and increased our productivity. We have introduced cost-cutting technologies in brand-new products including diesel oil for heating and high-performance asphalt called Superphalt. We developed a high performance transalkylation catalyst, which dramatically increased xylene yield, and are in the process of licensing out the technology to refining and chemical companies at home and abroad. Differentiated PE and PP products and the development of a dual autoclave process has strengthened our competitive power in our polymer business. A quality upgrade for specialty polymers such as com pounds for breathable film, adhesive resins and TPV, has enabled us to be more competitive in the polymers market. We have exerted ourselves to develop and market top-notch polymers including bar rier film, medical film, and electronic materials. Our corporate vision is to be a major world player which helps to create a better future for our customers and for society. To realize this vision, SK Corp.'s R&D investments will continue unabated, as we make every effort to develop products with high added value. 35 ••• SK Corporation 1999 Financial Reports 1999 FINANCIAL REPORTS Balance Sheet 37 Statement of Income 39 Notes to Financial Statements 41 Statement of Cash Flows 40 Auditors’ Reports 44 Directors & Officers 45 Corporate Data 46 BALANCE SHEET ASSET CURRENT ASSETS Cash and cash equivalents Short-term financial instruments Marketable securities Trade receivables (Allowance for doubtful accounts) Short-term loans (Allowance for doubtful accounts) Other receivables (Allowance for doubtful accounts) Accrued income (Allowance for doubtful accounts) Inventories Other current assets Total Current Assets NON-CURRENT ASSETS Long-term financial instruments Investment securities (Note 1) Exploration and production investments Long-term loans (Allowance for doubtful accounts) Long-term loans to employees Guarantee deposits Deposits for severance indemnities TANGIBLE ASSETS (Note 1) Lands Buildings Structures Tanks Machinery and equipment Other tangible assets Construction in-progress (Less accumulated depreciation) INTANGIBLE ASSETS (Note 1) Development costs Other intangible assets Total Non-Current Assets TOTAL ASSETS Korean won (thousands) U.S. dollars 1999 1999 67,263,183 58,290,000 135,866,980 2,106,729,659 (21,067,296) 41,927,966 (419,280) 221,901,796 (2,219,018) 11,703,058 (117,031) 670,274,805 23,891,771 3,314,026,593 58,724,623 50,890,519 118,619,679 1,839,296,018 (18,392,960) 36,605,523 (366,056) 193,733,016 (1,937,330) 10,217,442 (102,175) 585,188,410 20,858,888 2,893,335,597 39,468,572 3,604,556,618 116,224,267 143,607,310 (1,436,073) 123,556,878 52,601,455 134,298,339 34,458,331 3,146,984,999 101,470,462 125,377,431 (1,253,774) 107,872,252 45,924,092 117,250,165 1,505,786,208 365,168,455 538,099,551 355,543,475 4,140,832,969 408,406,226 385,425,127 (1,090,703,202) 1,314,637,863 318,813,039 469,791,820 310,409,879 3,615,185,061 356,562,097 336,498,277 (952,246,553) 33,941,443 600,340 10,855,977,958 29,632,830 524,132 9,477,892,403 14,170,004,551 12,371,228,000 continued; 37 Korean won (thousands) U.S. dollars 1999 1999 CURRENT LIABILITIES Trade payables Short-term borrowings Accrued income taxes Accrued dividends Current portion of long-term liabilities (Discounts on bonds issued) (Deferred conversion rights) Accrued expenses Other current liabilities Total Current Liabilities 245,594,625 1,264,145,401 39,293,002 84,835,325 1,399,855,740 (8,662,925) (6,272,147) 1,673,258,829 491,955,927 5,184,003,777 214,418,216 1,103,671,557 34,305,048 74,066,112 1,222,154,479 (7,563,231) (5,475,945) 1,460,851,083 429,505,785 4,525,933,104 LONG-TERM LIABILITIES Bonds payable (Discounts on bonds issued) Convertible bonds (Deferred conversion rights) Long-term borrowings Accrued severance indemnities (National pension fund contributions) Deferred income tax liabilities Total Long-term Liabilities TOTAL LIABILITIES 2,509,290,230 (56,932,743) 170,309,610 (9,810,059) 299,237,032 159,618,900 (12,022,365) 48,590,252 3,108,280,857 8,292,284,634 2,190,754,523 (49,705,555) 148,690,073 (8,564,745) 261,251,119 139,356,469 (10,496,215) 42,422,081 2,713,707,750 7,239,640,854 579,439,320 10,041,730 505,883,814 8,767,007 1,204,337,223 117,738,137 2,451,438,812 1,051,455,581 102,792,158 2,140,246,911 94,500,000 286,900,000 82,503,929 250,480,182 420,120,446 366,789,284 (88,433,843) 45,104,785 756,375,593 157,714 5,877,719,917 (77,207,825) 39,379,068 660,359,344 137,693 5,131,587,146 14,170,004,551 12,371,228,000 SHAREHOLDERS’ EQUITY CAPITAL STOCK Common stock Preferred stock CAPITAL SURPLUS Paid-in capital in excess of par value Other capital surplus Assets revaluation reserve RETAINED EARNINGS Legal reserve Other reserve Unappropriated retained earning carried over to the subsequent period CAPITAL ADJUSTMENTS Treasury stock Consideration for conversion rights Gain on valuation of investment securities Stock options granted TOTAL SHAREHOLDERS’ EQUITY TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY 38 S TAT E M E N T O F I N C O M E Korean won (thousands) U.S. dollars 1999 1999 11,237,096,008 9,773,176,247 1,463,919,761 9,810,630,354 8,532,544,305 1,278,086,049 671,407,340 792,512,421 586,177,178 691,908,871 115,404,155 225,875,653 93,899,788 159,003,521 49,294,850 643,477,967 100,754,457 197,202,421 81,979,909 138,819,208 43,037,236 561,793,231 784,599,338 112,651,583 21,117,492 75,810,658 93,909,569 1,088,088,640 347,901,748 685,000,295 98,351,303 18,436,784 66,187,060 81,988,448 949,963,890 303,738,212 72,663,844 111,781,543 184,445,387 63,439,710 97,591,709 161,031,419 33,621,865 33,621,865 29,353,820 29,353,820 498,725,270 153,686,805 345,038,465 435,415,811 134,177,410 301,238,401 2.797 2.495 2.442 2.178 RETAINED EARNINGS BEFORE APPROPRIATIONS APPROPRIATIONS OF RETAINED EARNINGS 577,770,521 157,650,075 504,426,856 137,637,572 UNAPPROPRIATED RETAINED EARNINGS CARRIED OVER TO THE SUBSEQUENT PERIOD 420,120,446 366,789,284 SALES COST OF SALES GROSS PROFIT SELLING AND ADMINISTRATIVE EXPENSES OPERATING INCOME NON-OPERATING INCOME Interest income Gain on foreign currency transactions Gain on foreign currency translation Gain on valuation of investments under equity method Other Sub-total NON-OPERATING EXPENSE Interest expense Loss on foreign currency transactions Loss on foreign currency translation Donations Other Sub-total ORDINARY INCOME EXTRAORDINARY GAINS Gain on insurance settlement Gain on disposition of investment assets Sub-total EXTRAORDINARY LOSSES Loss on disposition of tangible assets Sub-total INCOME BEFORE INCOME TAXES INCOME TAX EXPENSE NET INCOME BASIC EARNING PER SHARE DILUTED EARNING PER SHARE 39 S TAT E M E N T O F C A S H F L O W S CASH FLOWS FROM OPERATING ACTIVITIES NET INCOME ADDITION OF EXPENSES NOT INVOLVING CASH OUTFLOWS Depreciation Retirement allowance Loss on foreign currency translation Amortization of discounts on bonds issued, etc. Other Sub-total DEDUCTION OF REVENUES NOT INVOLVING CASH INFLOWS Gain on foreign currency translation Unrealized gain on investment securities Gain on disposition of investment assets Other Sub-total CHANGES IN ASSETS AND LIABILITIES RESULTING FROM OPERATIONS Decrease in trade receivables Increase in other receivables Increase in inventories Decrease in trade payables Increase in accrued expenses Other Sub-total TOTAL CASH FLOWS FROM INVESTING ACTIVITIES CASH INFLOWS FROM INVESTING ACTIVITIES Disposition of marketable securities Decrease in short-term loans Disposition of investment securities Decrease in long-term loans Disposition of tangible assets Other Sub-total CASH OUTFLOWS FOR INVESTING ACTIVITIES Increase in marketable securities Increase in investment securities Increase in long-term loans to employees Increase in long-term financial instruments Increase in construction in-progress Other Sub-total TOTAL CASH FLOWS FROM FINANCING ACTIVITIES CASH INFLOWS FROM FINANCING ACTIVITIES Issuance of debentures Long-term borrowings Issuance of common stock Sub-total CASH OUTFLOWS FOR FINANCING ACTIVITIES Repayment of short-term borrowings Redemption of debentures Repayment of long-term borrowings Payment of dividends Other Sub-total TOTAL NET DECREASE IN CASH CASH AT BEGINNING OF YEAR CASH AT END OF YEAR See accompanying notes to financial statements 40 Korean won (thousands) 1999 U.S. dollars 1999 345,038,465 301,238,401 472,068,974 30,642,601 21,112,695 66,796,459 196,773,962 787,394,691 412,143,332 26,752,751 18,432,596 58,317,145 171,794,975 687,440,799 93,897,633 159,003,521 125,485,369 18,520,422 (396,906,945) 81,978,028 138,819,208 109,555,936 16,169,392 (346,522,564) 355,009,735 (86,559,762) (117,858,450) (251,865,535) 1,079,472,572 88,705,166 1,066,903,726 1,802,429,937 309,943,893 (75,571,645) (102,897,197) (219,893,081) 942,441,568 77,444,706 931,468,244 1,573,624,880 401,417,137 180,700,457 132,544,170 261,258,525 170,227,187 179,707,796 1,325,855,272 350,460,221 157,761,880 115,718,675 228,093,701 148,618,113 156,895,229 1,157,547,819 77,913,813 1,366,585,380 86,861,313 91,994,890 259,382,757 175,543,285 (2,058,281,438) (732,426,166) 68,023,235 1,193,107,543 75,834,916 80,316,824 226,456,048 153,259,372 (1,796,997,938) (639,450,119) 627,800,500 6,045,887 770,193,149 1,404,039,536 548,105,902 5,278,406 672,422,865 1,225,807,173 231,817,453 1,781,453,401 824,533,053 33,993,015 142 (2,871,797,064) (1,467,757,528) 202,389,954 1,555,311,158 719,864,723 29,677,855 124 (2,507,243,814) (1,281,436,641) (397,753,757) 465,016,940 67,263,183 (347,261,880) 405,986,503 58,724,623 N O T E S T O F I N A N C I A L S TAT E M E N T S [1]Summary of Significant Accounting Policies (a) Basis of Presenting Financial Statements The accompanying financial statements have been prepared using accounting principles and reporting practices generally accepted in Korea. Such financial statements are an English translation of the Company’s statutory report presented in a format more familiar to readers outside of Korea. Also, certain supplementary information included in the statutory report, but not required for a fair pre sentation of the Company’s financial position, results of operations and cash flows, is not presented in the accompanying financial statements. In all other respects these financial statements follow accounting principles and reporting practices generally accepted in Korea and are not intended to present the Company’s financial position, results of operations and cash flows in accordance with accounting principles and reporting practices generally accepted in other countries and jurisdictions. Accordingly, the accompanying financial statements are not designed for use by those who are not informed about Korean accountiprinciples and reporting prac - tices. The Company maintains its books and prepares its financial statements in accordance with accounting principles generally accepted in Korea(“Korean FAS”), as amended on December 12, 1998. The year ended December 31, 1999 is the first period such amended principles are applicable. As permitted in the first year of application, no comparable financial statements for the prior year have been prepared and, accordingly, the accompanying financial statements only present financial information for the current year. (b) Valuation of Investment Securities Investments in marketable equity securities are stated at fair value. Non-marketable equity investment securities are stated at acqui sition cost determined on the moving-average method. However, if the market value or equity value of non-marketable equity investment securities is significantly less than the cost and is not expected to recover in the foreseeable future, investment securities are presented at market value or net equity value. Investments where the Company exercises significant influence over the investee are stated using the equity method. (c) Tangible Assets Tangible assets revalued on July 1, 1998 (in accordance with the Korean Assets Revaluation Act) are stated at their then appraised value; other assets are stated at acquisition cost. Depreciation is computed using the straight-line method over the estimated eco - nomic useful lives of the related assets. Expenditures which prolong the life of machinery or enhance the value of assets are capital ized as tangible assets; expenditures which maintain the efficiency of tangible asset or restore the assets to their original condition are presented as ordinary operating expenses. Interest incurred on debt used for construction of tangible fixed assets which amount ed to ₩16,532 million during the year ended December 31, 1999, is capitalized until such construction activities are completed. (d) Intangible Assets Development costs resulting from new brand development are stated at cost, less amortization computed using the straight-line method over 10 ~ 15 years, beginning in the year the related revenue is first realized. Ordinary research and development costs are expensed as incurred. (e) Translation of Assets and Liabilities in Foreign Currency Monetary assets and liabilities denominated in foreign currency are translated into Korean won at the Base Rates ( ₩1,145.40 equal to U.S.$ 1) announced by the Korean government on the balance sheet date, and gains or losses arising from foreign currency transactions are charged or credited to current operations. For overseas affiliates accounted for under the equity method (expressed in foreign currency), assets and liabilities are translated on the balance sheet date, shareholders’ equity is measured at the historical exchange rate, and statement of income items are recorded at the weighted average exchange rate of the annual closing accounts Non-monetary assets and liabilities have been translated at historical rates. (f) Change in Accounting Policies The Company changed its accounting policies in accordance with the recent changes in Korean FAS, effective for fiscal years begin ning on or after December 12, 1998. Significant changes are as follows: i) Through December 31, 1998, debt securities and equity investment securities in affiliated companies had been stated at acquisi - tion cost. Effective for the year ended December 31, 1999, marketable debt securities and available-for-sale investment debt securi ties are accounted for at fair value and equity securities where the Company is able to exercise significant influence over the investee are accounted for using the equity method. Changes in the cumulative net asset value from the acquisition date through December 31, 1998 were adjusted to beginning retained earnings and as of a capital adjustment item within stockholders’ equity(see Note 5). continued; 41 ii) Effective January 1, 1999, revised Korean FAS requires companies to report as deferred income tax assets and liabilities the income tax effects resulting from temporary differences between assets and liabilities recognized for financial reporting purposes and tax purposes. Income tax effects on temporary differences resulting from accounting events affecting capital accounts are adjusted directly to the respective capital accounts. The cumulative income tax effects arising from deferred tax assets and liabilities as of December 31, 1998 have been adjusted to beginning retained earnings. iii) As a result of such changes in accounting policies, net income, capital adjustments and unappropriated beginning retained earn ings increased by ₩110,030 million, ₩756,779 million, and ₩112,207 million, respectively, as of and for the year ended December 31,1999. [2] Uncertainties in Business Environment The liquidity crisis which began in late 1997 in Republic of Korea and other countries in the Asia Pacific region brought about such adverse economic effects as significant depreciation in value of the Korean won, higher domestic interest rates, reduced opportunities for refinancing or refunding debts, and a general reduction in spending throughout the region. Assistance from the International Monetary Fund was provid ed and a series of economic initiatives intended to address the structural weaknesses in the economy was developed and implemented by the Korean government. These initiatives include a restructuring and recapitalization of the financial sector as well as significant regulatory reforms. The impact of this situation will continue into the foreseeable future and it is currently uncertain what the resulting effect will be on the Company's ongoing operations and financial position. The ultimate outcome of this matter cannot presently be determined. SUBSIDIARIES SK Energy Sales Co., Ltd. Capital US$319 million I Date of Establishment October 1, 1997 I SK Corp Equity 99.69% SK Energy Sales is the largest seller of petroleum products in Korea. The fuels produced by SK Corp. that it retails include gasoline, kerosene, heating oil, and LPG, as well as petroleum byproducts such as lubricants and asphalt. The company also sells bunker C oil and other marine fuels to both domestic and foreign shipping companies and brokers. In 1999 the company held a 27.0% share of the domestic market with revenues of US$5.5 billion. Its nationwide sales network of 3,800 service stations represented 31.9% of all retail outlets in the domestic petroleum sector. SK Energy Sales is moving proactively to cope with the opening of the domestic petroleum market to multinationals and to satisfy the changing needs of customers. Self-service pumps and minishops are being installed at service stations. Light repairing and car washing facilities are being attached to them and co-branding and forecourt retail business marketing promoted to diversify service station business lines and improve profitability. The customer-oriented Enclean Bonus Card and SK BC card services offer gifts and varied practical infotips in proportion to the points card users accumulate. With its multifunctional space and multiple services, SK Energy Sales is transforming Korean service stations. Another industry first is the appointment of service station presidents and the provision of greater knowhow to service station operators through consulting services. These measures have improved the operational efficiency of the entire network. In the future SK Energy sales will take the best advantage of SK's MS/SUPEX managerial tools to upgrade the quality of service station facilities and marketing skills so as to creating unique value for customers and emerge as a world-class marketing company. SK Oxichemicals Co., Ltd. Capital US$75.9 million | Date of Establishment September 17, 1987 | SK Corp. Equity 100% Introducing the advanced technology of the US's ARCO, SK Oxichemicals operates manufacturing lines for prophylene oxide and styrene monomer. The company annually supplies base chemicals of 130,000 tons of prophylene oxide, 560,000 tons of styrene monomer, 50,000 tons of prophylene glycol, and 60,000 tons of polyprophylene glycol. SK Oxichemicals has developed value-added polymer polyol, which has heightened its competitive edge. By supplying prophylene oxide and prophylene glycol, the company has helped raise the international competitiveness of the domestic automobile, electronics, and other industries which had had to depend on imports for these base chemicals. The company is seeking to expand its exports of these essential base chemicals while stabilizing their supply on the domestic market. It is continuing to develop polyol and urethane technologies. As part of its short-term goal of becoming a world leader in the field, the company will realize the vertical integration of the polyol derivatives production lines in the rapidly growing Chinese market. 42 SK Enron Co., Ltd. Capital US$44.6 million | Date of Establishment January 13, 1999 | SK Corp. Equity 50% SK Enron was founded as part of the company-wide restructuring. To found the company, SK Corp. made investment in kind in its subsidiary SK Gas and in five city gas companies (Daehan City Gas, Pusan City Gas, Kumi City Gas, Chungju City Gas, and Pohang City Gas), while Enron, the prestigious US-based gas and electricity company, made an equivalent equity investment. SK Gas, one of SK Corp.'s subsidiaries, specializes in LPG, supplying 60% of total domestic demand and maintaining a formidable position of leadership in Korea's gas sector thanks to its distinctive marketing strategies and customer services. The five city gas companies provide a stable supply in Korea's 10 major cities, holding a total 21% share in the city gas market. Based on such strategic alliances, SK Enron will continue to raise its technological and managerial edge in the gas business, especially in industrial and environmental safety and customer services. The company is actively entering private gas and power generation while securing LNG terminals. SK Australia Pty. Ltd. In order to obtain equity in prospective bituminous coal mines in Australia, SK is operating three regional subsidiaries in the country: SK Australia Proprietary Ltd., SK Australia (Togara) Proprietary Ltd., and SK Australia (Wyong) Proprietary Ltd. SK Australia Pty. holds a 10% share of the Clarence Mine, acquired in July 1990 and a 5% share of the Carbon Mine, acquired in January 1996. The company has a long-term contract with these coal mines that will ensure an annual supply of 1.07 million tons to Korea power generation companies. SK Australia (Togara) Pty. is carrying on the Togara North Project. Exploration of this field, begun in 1994, has discovered reserves of high-quality bituminous coal estimated at 250 million tons. A feasibility survey currently under way. The Wyong Project, which SK Australia (Wyong) Pty. has been conducting since 1996, has ascertained reserves of 1.3 billion tons of high-quality bituminous coal. The exploration is continuing. SK Corp. will continue to invest in overseas bituminous coal mines for a stable supply of economic coal, for which Korea must almost entirely depend on imports. SK Energy Asia Pte. Ltd. Capital 4.3 million Singapore dollars | Date of Establishment September 21, 1997 | SK Corp's Equity 100% As part its globalization strategy, SK Corp. established SK Energy Asia Pte. Ltd. (SKEA) in Singapore. In the short span of time since its founding, the company has achieved remarkable results that have made it one of the top-ranking companies in Singapore. SKEA recorded revenues of US$4.4 billion in fiscal 1998 from trading in crude oil and petroleum products. Each year since 1993 the company has been honored by being selected as one of the nation's Top Ten Enterprises and by receiving the Approved Oil Trader (AOT) certification that is given to superior oil trading companies by the Singapore government. SK E&P Company Date of Establishment June 13, 1997 | SK Corp's Equity 100% SK E&P Company was established in Houston to learn from local specialists and advanced systems in this global oil center and set up advanced information channels. SK E&P owns equity in five production blocks in Texas and Louisiana. In 1999 this equity participation netted a daily average of 550 BOE for local sale. All profits are being reinvested in the five production blocks to boost their value. 43 INDEPENDENT AUDITORS’ REPORT To the Board of Directors and Shareholders of SK Corporation We have audited the accompanying non-consolidated balance sheet of SK Corporation (the “Company”) as of December 31, 1999, and the related statement of income, retained earnings and cash flows for the year then ended (all expressed in Korean won). These non-consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these non-consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in Korea. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the non-consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the nonconsolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall non-consolidated financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. In our opinion, such non-consolidated financial statements present fairly the financial position of the Company as of December 31, 1999, and the result of its operations, the appropriations of its retained earnings and its cash flows for the year and then ended, in conformity with Financial Accounting Standards generally accepted in Korea (“Korean FAS”). Our audit also comprehended the translation of Korean won amounts into U.S. dollar amounts and, in our opinion, such translation has been made in conformity with the basis stated in Note 2. Such U.S. dollar amounts are presented solely for the convenience of readers outside of Korea. As discussed in Note 27 to the accompanying non-consolidated financial statements, the Asia Pacific region, including Korea, has been experiencing significant economic difficulties during the second half of 1997. These economic difficulties have affected virtually all Korean businesses in some form or another. In response to this the Korean government is implementing a series of economic initiatives intended to address the structural weaknesses in the economy. The impact of this situation will continue into the foreseeable future and it is currently uncertain what the resulting effect will be on the Company's ongoing operations and financial position. The ultimate outcome of this matter cannot be determined. As stated in Note 2 to the accompanying non-consolidated financial statements, the Company's changes in its accounting policies in the current year were made in accordance with revised Korean FAS. As a result of such accounting changes, net income for the current year, capital adjustments and beginning retained earnings increased by ₩110,030 million, ₩756,779 million and ₩112,207 million, respectively, as of December 31, 1999. As discussed in Note 21 to the accompanying non-consolidated financial statements, the Company had major transactions and related accounts balances with its related parties, as of and for the year ended December 31, 1999. Sales to and purchase from its related parties totaled ₩5,205,195 million and ₩5,074,642 million, respectively, for the year ended December 31, 1999. Trade receivables and trade payables related to such transactions totaled ₩1,219,567 million and ₩69,136 million, respectively, as of December 31, 1999. As described in Note 2 to the accompanying non-consolidated financial statements, this report, together with the accompanying financial statements and notes thereto, is a condensed and restructured English translation of the Company's statutory report. These non-consolidated financial statements are intended to present the Company's financial position, results of operations and cash flows in accordance with accounting principles and reporting practices generally accepted in Korea, which may differ from those generally accepted in other countries and jurisdictions. The standards, procedures and practices utilized in Korea to audit such nonconsolidated financial statements may differ from those generally accepted in other countries and jurisdictions. February 25, 2000 44 DIRECTORS & OFFICERS Tae-won (Anthony) Chey Young-moon Choi Jeong-joon Yu Sang-il Lee Chairman & CEO Vice President Vice President Business Development Vice President Polyolefins Production Team Han-kyung Kim Man-won Jung President & CEO Vice President Customer Service Development Division Jong-sik Kim Kwang-kon Kim Vice President Technology Services Business Development Vice President Olefins Busienss Gun-che Lee Executive Vice President Business Development Member of the BOD Whon-bae Ahn Yoh-taek Chung Vice President Administration & Industrial Relations Sang-rok Ahn Sei-kwang Kim Sang-hoon Choi Vice President Coal Business Dept. Vice President Lubricants Business Member of the BOD Yub-Sung Bang Kye-dong Kang Jong-hoon Park Vice President Production Executive Vice President Production Vice President Office of the Staff to the President Jong-soon Lee Doo-yul Hwang Executive Vice President Petroleum Business Member of the BOD Vice President Aromatics Business Vice President Transportation Team Sam-ryong Park Seung-ryol Yu Vice President Refining Operation Team Sung-dae Cho Vice President DB Business Development Team Young-deuk Yoo Vice President Exploration & Production Division Woan-sik Kim Han-joon Kim Ha-il Lee Vice President Supply Planning & Logistics Vice President Petrochemical Production Team Vice President General Counsel International Legal Affairs Jae-soo Cho Seong-kil Kang Chang-kyu Lee Vice President Power & LNG Business Team Vice President Puchon Football Club Vice President Senior Vice President Human Resources & General Services Sung-tae Jee Ki-tae Hwang Vice President Vice President Maintenance Vice President Operation Joong-hwan Kim Hong-sin Kang Young-keun Lee Yoon Kim Senior Vice President CFO of the BOD Vice President Safety Environment & Engineering Vice President CIO of the Corporate Planning Team Yong-kuk Park Young duk-Park Outside Director Vice President Legal & Corporate Vice President Petroleum Business Planning & Support Sung-taek Chong Vice President Int'l Trading & Supply Division Chul-gil Chung Kyung-joon Chang Vice President Auditor Senior Vice President Sang-hoon Park Gyou-bin Lee Ho-suh Park Vice President Tax & Property Administration Team Auditor Bo-sang Koh Vice President Solvent Business, Chemical Business Planning & Support Cheol-kew Park Wha-sik Min Vice President Cyber LMC Team Vice President Research & Development Dae-ki Kim Executive Vice President Corporate Planning & Office of the Staff to the President Hun-jae Cho Senior Vice President Petroleum Business Development Vice President Utilities Team Vice President Advanced Polymer Business Suk-jin Hwang Joon-oh Kwon Ki-haeng Cho Outside Director Woo-young Chung Senior Vice President Consumer Sales Team Outside Director Jook-bong Ha Dong-woon Chung Senior Vice President Global Business Heung-soo Park Auditor Chi-hyoung Kim Chang-geun Kim Vice President Chemical Business Byung-hyoung Lee Vice President Research & Development Ho-ki Min Gee-ju Choi Vice President Vice President Safety and Environment Team Kwan-sup Choi Vice President Polymer Business 45 C O R P O R AT E D ATA HEAD OFFICE 99, Seorin-dong, Jongro-gu, Seoul 110-110, Korea TEL 02-2121-5114 TLX OILKOR K23654 FAX 02-2121-7001 ULSAN COMPLEX 110, Kosa-dong, Nam-gu, Ulsan, Korea TEL 052-270-2114 FAX 052-274-1507 DAEDUK INSTITUTE OF THCHNOLOGY 140-1, Wonchon-dong, Yusung-gu, Taejon, Korea TEL 042-866-7301 FAX 042-866-7302 OVERSEAS SUBSIDIARIES REGIONAL BUSINESS TEAM, AMERICA 14th Fl., 110 East 55th Street, New York, NY 10022, USA (PHONE) 1-212-906-8143 (FAX) 1-212-906-8149 SK GROUP JAPAN CO., LTD. 9th Fl., SK Bldg. 7-4, 2-Chome, Minao-ku, Tokyo 105-0003, Japan (PHONE) 81-3-3591-3044 (FAX) 81-3-3591-3073 81-3-3591-7487 SK ENERGY ASIA PTE., LTD. 5 Shenton Way #34-04 UIC Bldg., Singapore 068808 (PHONE) 65-220-1266 (FAX) 65-221-1225 SUBSIDIARIES SK ENERGY SALES CO.,LTD. 99, Seorin-dong, Jongro-gu, Seoul 110-110, Korea TEL 02-2121-1414 FAX 02-2121-1515 SK- ENRON CO.,LTD. 47th Fl., KLI63Bldg, 60, Yoido-dong, Youngdungpo-gu, Seoul 150-763, Korea TEL 02-789-6777 FAX 02-789-6801 SK OXICHEMICAL CO.,LTD. 23-1, Yoido-dong, Youngdungpo-gu, Seoul 150-763, Korea TEL 02-3773-9400 FAX 02-784-9043 SK PHARMA CO., LTD. 948-1, Daechi-3dong, Kangnam-gu, Seoul 150-763, Korea TEL 02-2008-2900 FAX 02-2008-2819 REGIONAL BUSINESS TEAM, EU 2nd Fl., 7 St. James's Square, London SW1Y 4JU, UK (PHONE) 44-171-930-9866 (FAX) 44-171-930-9868 REGIONAL BUSINESS TEAM, MIDDLE EAST Level 10, Dubai World Trade Centre, PO Box 9389, Dubai, UAE (PHONE) 971-4-3313457 (FAX) 971-4-3313316 CUSTOM MANUFACTURING SERVICE, SK ENERGY & CHEMICAL INC. 22-10 RT. 208 South Fair Lawn, NJ 07410, USA (PHONE) 1-201-796-4288 (FAX) 1-201-796-2278 1-201-796-2310 BIO-PHARMACEUTICAL BUSINESS, SK ENERGY & CHEMICAL INC. 140A New Dutch Lane, Fairfield, NJ 07006, USA (PHONE) 1-973-227-3939 (FAX) 1-973-227-4488 SK CPG INC. 22-10 RT. 208 South Fair Lawn, NJ 07410, USA (PHONE) 1-201-791-2522 (FAX) 1-201-791-9811 46 THREE SUBSIDIARIES: SK AUSTRALIA PTY., LTD. SK AUSTRALIA (TOGARA) PTY., LTD. SK AUSTRALIA (WYONG) PTY., LTD. Suite P, Level 14, National Mutual Center, 44 Market Street, Sydney, NSW 2000, Australia (PHONE) 61-2-9299-3910 (FAX) 61-2-9299-3989 SK GLOBAL BEIJING Unit 01-12, Level 17, China World Tower No. 1, Jian Guo Men Wai Avenue, Beijing, China 100004 (PHONE) 86-10-6505-0011 (FAX) 86-10-6505-1900 86-10-6505-1991 SHANGHAI OFFICE, SK GLOBAL CO., LTD. Suite 2310, Shanghai International Trade Center, 2200 Yanan Road, Shanghai,China (PHONE) 86-21-6295-0088 (831) (FAX) 86-21-6295-0033 86-21-6295-0055 SK GLOBAL HONG KONG LTD. 16 Fl., Admiralty Centre Tower 2, 18 Harcourt Road, Hong Kong (PHONE) 852-2821-9400 (FAX) 852-2529-2076/952-2527-8620 SK GLOBAL AMERICA 1300 Post Oak Blvd., Suite 780, Houston, TX 77056, USA (PHONE) 1-713-871-1184 (FAX) 1-713-871-8050 HONG KONG PETROCHEMICAL CO., LTD. Headquarters: Unit 1806-7, 18 Fl., Miramar Tower, 1-23 Kimerley Road, Tsimshatsui, Kowloon, Hong Kong (PHONE) 852-28024860 (FAX) 852-2824-0282 Plant: 12 Wang Lok Street, Yuen Long, Industrial Estate, N. T., Hong Kong (PHONE) 852-2443-1111 (FAX) 852-2443-0230 www.skcorp.com SK Corporation B.C.Ahn,S.H.Ku Plan J.K.Yi Design Intergram•Director/Dan Ahn•Designer/G.H.Kim,B.J.Han Photographer H.W.Rho Color Process Do Graphic Print BoSung Printing Co.,Ltd 2000.5.19 HEAD OFFICE 99, Seorin-dong, Jongro-gu, Seoul 110-110, Korea TEL 02-2121-5114 TLX OILKOR K23654 FAX 02-2121-7001 ULSAN COMPLEX 110, Kosa-dong, Nam-gu, Ulsan, Korea TEL 052-270-2114 FAX 052-274-1507
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