Form 20-F

20-F 1 d20f.htm FORM 20-F Form 20-F

As filed with the Securities and Exchange Commission on June 28, 2006

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

(Mark One)

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

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

For the fiscal year ended December 31, 2005

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

For the transition period from to .

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

Date of event requiring this shell company report .

Commission file number 001-15258

Kookmin Bank

(Exact name of Registrant as specified in its charter)

Kookmin Bank

(Translation of Registrant’s name into English)

The Republic of Korea

(Jurisdiction of incorporation or organization)

9-1, 2-ga, Namdaemoon-ro, Jung-gu, Seoul 100-703, Korea

(Address of principal executive offices)

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


Title of each class		Name of each exchange on which registered
American Depositary Shares, each representing one share of Common Stock		New York Stock Exchange
Common Stock, par value (Won)5,000 per share		New York Stock Exchange*

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

None

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

None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

336,161,181 shares of Common Stock, par value (Won)5,000 per share

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

x Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer

Indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 x Item 18

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

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No

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

TABLE OF CONTENTS


PRESENTATION OF FINANCIAL AND OTHER INFORMATION		1

FORWARD-LOOKING STATEMENTS		2

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS	3

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	3

ITEM 3.	KEY INFORMATION	3

	Item 3A. Selected Financial Data	3

	Item 3B. Capitalization and Indebtedness	11

	Item 3C. Reasons for the Offer and Use of Proceeds	11

	Item 3D. Risk Factors	11

ITEM 4.	INFORMATION ON THE COMPANY	29

	Item 4A. History and Development of the Company	29

	Item 4B. Business Overview	36

	Item 4C. Organizational Structure	99

	Item 4D. Property, Plants and Equipment	100

ITEM 4.A.	UNRESOLVED STAFF COMMENTS	101

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	101

	Item 5A. Operating Results	101

	Item 5B. Liquidity and Capital Resources	127

	Item 5C. Research and Development, Patents and Licenses, etc.	145

	Item 5D. Trend Information	145

	Item 5E. Off-Balance Sheet Arrangements	145

	Item 5F. Tabular Disclosure of Contractual Obligations	145

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	145

	Item 6A. Directors and Senior Management	145

	Item 6B. Compensation	149

	Item 6C. Board Practices	150

	Item 6D. Employees	153

	Item 6E. Share Ownership	155

ITEM 7.	MAJOR STOCKHOLDERS AND RELATED PARTY TRANSACTIONS	156

	Item 7A. Major Stockholders	156

	Item 7B. Related Party Transactions	156

	Item 7C. Interest of Experts and Counsel	158

ITEM 8.	FINANCIAL INFORMATION	158

	Item 8A. Consolidated Statements and Other Financial Information	158

	Item 8B. Significant Changes	161

ITEM 9.	THE OFFER AND LISTING	161

	Item 9A. Offering and Listing Details	161

	Item 9B. Plan of Distribution	163



	Item 9C. Markets	163

	Item 9D. Selling Shareholders	170

	Item 9E. Dilution	170

	Item 9F. Expenses of the Issuer	170

ITEM 10.	ADDITIONAL INFORMATION	170

	Item 10A. Share Capital	170

	Item 10B. Memorandum and Articles of Association	170

	Item 10C. Material Contracts	176

	Item 10D. Exchange Controls	177

	Item 10E. Taxation	178

	Item 10F. Dividends and Paying Agents	182

	Item 10G. Statements by Experts	182

	Item 10H. Documents on Display	182

	Item 10I. Subsidiary Information	183

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	183

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	201

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	201

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	201

ITEM 15.	CONTROLS AND PROCEDURES	201

ITEM 16.	RESERVED	201

	Item 16A. Audit Committee Financial Expert	201

	Item 16B. Code of Ethics	202

	Item 16C. Principal Accountant Fees and Services	202

	Item 16D. Exemptions from the Listing Standards for Audit Committees	203

	Item 16E. Purchase of Equity Securities by the Issuer and Affiliated Purchasers	203

ITEM 17.	FINANCIAL STATEMENTS	203

ITEM 18.	FINANCIAL STATEMENTS	203

ITEM 19.	EXHIBITS	203

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

As of and for the years ended December 31, 2001, 2002, 2003, 2004 and 2005, we have prepared financial information in accordance with United States generally accepted accounting principles, or U.S. GAAP. Unless indicated otherwise, the financial information in this annual report as of and for the years ended December 31, 2001, 2002, 2003, 2004 and 2005 has been prepared in accordance with U.S. GAAP.

We were formed through a merger between the former Kookmin Bank and H&CB, which merged into a new corporation named “Kookmin Bank” effective November 1, 2001. Accordingly, financial information in this document as of and for the year ended December 31, 2001 reflects the impact of the merger. Under U.S. GAAP, the former Kookmin Bank is deemed the accounting acquiror of H&CB in the merger, and we have accounted for the acquisition using the purchase method of accounting.

In this annual report:

•

references to “we,” “us” or “Kookmin Bank” are to Kookmin Bank and, unless the context otherwise requires, its subsidiaries and, for periods of time prior to the merger with H&CB, the former Kookmin Bank;

•

references to “Korea” are to the Republic of Korea;

•

references to the “government” are to the government of the Republic of Korea;

•

references to “Won” or “(Won)” are to the currency of Korea; and

•

references to “U.S. dollars,” “$” or “US$” are to United States dollars.

Discrepancies between totals and the sums of the amounts contained in any table may be a result of rounding.

For your convenience, this annual report contains translations of Won amounts into U.S. dollars at the noon buying rate of the Federal Reserve Bank of New York for Won in effect on December 30, 2005, which was (Won)1,010.0 = US$1.00.

FORWARD-LOOKING STATEMENTS

The U.S. Securities and Exchange Commission encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This annual report contains forward-looking statements.

Words and phrases such as “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “estimate,” “expect,” “future,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “positioned,” “project,” “risk,” “seek to,” “shall,” “should,” “will likely result,” “will pursue,” “plan” and words and terms of similar substance used in connection with any discussion of future operating or financial performance or our expectations, plans, projections or business prospects identify forward-looking statements. In particular, the statements under the headings “Item 3D. Risk Factors,” “Item 5. Operating and Financial Review and Prospects” and “Item 4B. Business Overview” regarding our financial condition and other future events or prospects are forward-looking statements. All forward-looking statements are management’s present expectations of future events and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

In addition to the risks related to our business discussed under “Item 3D. Risk Factors,” other factors could cause actual results to differ materially from those described in the forward-looking statements. These factors include, but are not limited to:

•

our ability to successfully implement our strategy;

•

future levels of non-performing loans;

•

our growth and expansion;

•

the adequacy of allowance for credit and investment losses;

•

technological changes;

•

interest rates;

•

investment income;

•

availability of funding and liquidity;

•

cash flow projections;

•

our exposure to market risks; and

•

adverse market and regulatory conditions.

By their nature, certain disclosures relating to these and other risks are only estimates and could be materially different from what actually occurs in the future. As a result, actual future gains, losses or impact on our income or results of operations could materially differ from those that have been estimated. For example, revenues could decrease, costs could increase, capital costs could increase, capital investment could be delayed and anticipated improvements in performance might not be fully realized.

In addition, other factors that could cause actual results to differ materially from those estimated by the forward-looking statements contained in this annual report could include, but are not limited to:

•

general economic and political conditions in Korea or other countries that have an impact on our business activities or investments;

•

the monetary and interest rate policies of Korea;

•

inflation or deflation;

•

unanticipated volatility in interest rates;

•

foreign exchange rates;

•

prices and yields of equity and debt securities;

•

the performance of the financial markets in Korea and globally;

•

changes in domestic and foreign laws, regulations and taxes;

•

changes in competition and the pricing environments in Korea; and

•

regional or general changes in asset valuations.

For further discussion of the factors that could cause actual results to differ, see the discussion under “Item 3D. Risk Factors” contained in this annual report. We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this annual report. Except as required by law, we are not under any obligation, and expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise.

All subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this annual report.

Item 1.

IDENTITY OF DIRECTORS, SENIOR MANAGERS AND ADVISERS

Not applicable

Item 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable

Item 3.

KEY INFORMATION

Item 3A.

Selected Financial Data

The selected consolidated financial and operating data set forth below as of and for the years ended December 31, 2001, 2002, 2003, 2004 and 2005 have been derived from our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP. Our consolidated financial statements as of and for the years ended December 31, 2001, 2002, 2003 and 2004 have been audited by independent registered public accounting firm Samil PricewaterhouseCoopers and our consolidated financial statements as of and for the year ended December 31, 2005 have been audited by independent registered public accounting firm Deloitte Anjin LLC.

You should read the following data together with the more detailed information contained in “Item 5. Operating and Financial Review and Prospects” and our consolidated financial statements included elsewhere in this annual report. Historical results do not necessarily predict future results.

Consolidated income statement data


	Year ended December 31,
	2001⁽¹⁾			2002			2003			2004		2005		2005⁽²⁾
	(in billions of Won, except common share data)													(in millions of US$, except common share data)
Interest and dividend income	(Won)	8,895		(Won)	13,450		(Won)	13,755		(Won)	12,092	(Won)	10,658	US$	10,552
Interest expense		5,317			6,734			6,462			5,516		4,757		4,709

Net interest income		3,578			6,716			7,293			6,576		5,901		5,843
Provision for credit losses		1,261			3,886			7,167			3,861		613		607
Non-interest income		1,765			3,098			2,914			2,800		2,844		2,816
Non-interest expense		2,354			4,387			4,406			4,032		4,314		4,271
Income tax expense (benefit)		647			597			(367	)		448		1,099		1,089
Minority interest		84			(211	)		(52	)		3		3		3
Net income (loss) from continuing operations		997			1,155			(947	)		1,032		2,716		2,689
Net (loss) income from discontinued operations after income taxes		8			97			—			—		—		—
Cumulative effect of accounting change, net of tax		(13	)		—			—			—		—		—

Net income (loss)	(Won)	992		(Won)	1,252		(Won)	(947	)	(Won)	1,032	(Won)	2,716	US$	2,689

Net income (loss) from continuing operations per common share
Net income (loss)—basic	(Won)	4,724		(Won)	3,633		(Won)	(2,905	)	(Won)	3,367	(Won)	8,415	US$	8.33
Net income (loss)—diluted⁽³⁾		4,278			3,535			(2,905	)		3,365		8,411		8.33
Net income (loss) per common share
Net income (loss)—basic	(Won)	4,700		(Won)	3,939		(Won)	(2,905	)	(Won)	3,367	(Won)	8,415	US$	8.33
Net income (loss)—diluted ⁽³⁾		4,256			3,831			(2,905	)		3,365		8,411		8.33
Weighted average common shares outstanding-basic (in thousands of common shares)		211,037			317,787			326,000			306,432		322,786		322,786
Weighted average common shares outstanding-diluted (in thousands of common shares)		234,541			328,107			326,000			306,650		322,948		322,948
Cash dividends paid per common share ⁽⁴⁾⁽⁵⁾	(Won)	844		(Won)	100		(Won)	1,000			—	(Won)	550	US$	0.54

⁽¹⁾	Data reflect the impact of the merger between the former Kookmin Bank and H&CB effected on November 1, 2001, which was accounted for using the purchase method of accounting.

⁽²⁾	Won amounts are expressed in U.S. dollars at the rate of (Won)1,010.0 to US$1.00, the noon buying rate in effect on December 30, 2005 as quoted by the Federal Reserve Bank of New York in the United States.

⁽³⁾

Diluted earnings per share gives effect to the potential dilution that could occur if convertible securities, options or other contracts to issue common stock were converted into or exercised for common stock for the relevant periods. Effective from 2003, we had one category of potentially dilutive common shares, which was shares issuable on exercise of stock options granted to directors and employees.

⁽⁴⁾	U.S. GAAP requires that dividends be recorded in the period in which they are declared rather than the period to which they relate unless these are the same.

⁽⁵⁾

On December 15, 2001, our board of directors passed a resolution recommending a 6% stock dividend and a cash dividend of (Won)100 per common share (before dividend tax), representing 2% of the par value of each share, for the fiscal year ended December 31, 2001. This resolution was approved and ratified by our stockholders on March 22, 2002. For this dividend, 17,979,954 common shares were issued and distributed to stockholders who were registered in our stockholder registry on December 31, 2001. No stock dividends were declared for the fiscal years ended December 31, 2002, 2003, 2004 or 2005.

Consolidated balance sheet data


	As of December 31,
	2001⁽¹⁾		2002		2003			2004		2005		2005⁽²⁾
	(in billions of Won)											(in millions of US$)
Assets
Cash and cash equivalents	(Won)	3,041	(Won)	3,328	(Won)	3,170		(Won)	2,818	(Won)	3,086	US$	3,055
Restricted cash		4,373		1,580		2,770			1,822		2,259		2,236
Interest-bearing deposits in other banks		592		564		563			597		515		510
Call loans and securities purchased under resale agreements		2,012		229		3,959			2,993		1,716		1,699
Trading assets		6,874		6,368		3,517			6,096		4,754		4,707
Investments ⁽³⁾		26,231		24,223		22,427			23,095		25,372		25,121
Loans (net of allowance for loan losses of (Won)3,508 billion in 2001, (Won)5,195 billion in 2002, (Won)5,772 billion in 2003, (Won)4,461 billion in 2004 and (Won)3,212 billion in 2005)		117,452		140,756		140,213			133,794		134,939		133,603
Due from customers on acceptances		1,887		881		605			743		627		621
Premises and equipment, net		1,846		2,121		1,909			1,637		1,516		1,501
Accrued interest and dividends receivable		1,160		1,116		995			871		1,060		1,049
Security deposits		1,244		1,337		1,331			1,285		1,185		1,173
Goodwill		162		162		395			422		394		391
Other intangible assets		581		469		423			308		217		215
Other assets		697		965		1,702			1,055		868		860

Total assets	(Won)	168,152	(Won)	184,099	(Won)	183,979		(Won)	177,536	(Won)	178,508	US$	176,741

Liabilities and Stockholders’ Equity
Deposits:
Interest bearing	(Won)	110,895	(Won)	118,654	(Won)	128,144		(Won)	123,203	(Won)	121,787	US$	120,581
Non-interest bearing		4,141		3,745		3,460			3,017		3,912		3,873
Call money		2,701		306		225			652		1,253		1,241
Trading liabilities		287		625		762			2,297		1,078		1,068
Acceptances outstanding		1,887		881		605			743		627		621
Other borrowed funds		10,812		15,856		12,895			9,514		6,118		6,057
Accrued interest payable		4,617		4,463		3,938			3,495		3,307		3,274
Secured borrowings		5,501		7,864		8,207			6,121		8,118		8,038
Long-term debt		16,626		20,165		16,607			17,899		16,751		16,585
Other liabilities		2,742		2,634		2,552			2,900		4,151		4,109

Total liabilities		160,209		175,193		177,395			169,841		167,102		165,447

Minority interest		308		71		16			13		14		14
Common stock		1,588		1,641		1,682			1,682		1,682		1,665
Additional paid-in capital		4,960		5,146		5,393			5,400		5,416		5,363
Other		1,087		2,048		(507	)		600		4,294		4,252

Stockholders’ equity		7,635		8,835		6,568			7,682		11,392		11,280

Total liabilities, minority interest and stockholders’ equity	(Won)	168,152	(Won)	184,099	(Won)	183,979		(Won)	177,536	(Won)	178,508	US$	176,741

⁽¹⁾	Data reflect the impact of the merger between the former Kookmin Bank and H&CB effected on November 1, 2001, which was accounted for using the purchase method of accounting.

⁽²⁾	Won amounts are expressed in U.S. dollars at the rate of (Won)1,010.0 to US$1.00, the noon buying rate in effect on December 30, 2005 as quoted by the Federal Reserve Bank of New York in the United States.

⁽³⁾	Consists of available-for-sale securities, held-to-maturity securities, venture capital securities and other securities.

Profitability ratios and other data


	Year ended December 31,
	2001		2002		2003		2004		2005
	(percentages)
Net income as a percentage of:
Average total assets ⁽¹⁾	0.92	%	0.71	%	(0.49	)%	0.56	%	1.50	%
Average stockholders’ equity ⁽¹⁾	20.59		13.50		(7.17	)	13.36		25.51
Dividend payout ratio ⁽²⁾	15.06		1.80		—		16.33		6.81
Net interest spread ⁽³⁾	3.17		3.71		3.68		3.62		3.29
Net interest margin ⁽⁴⁾	3.57		4.02		4.01		3.84		3.53
Efficiency ratio ⁽⁵⁾	44.06		44.70		43.17		43.00		49.33
Cost-to-average assets ratio ⁽⁶⁾	2.17		2.49		2.28		2.19		2.38
Won loans (gross) as a percentage of Won deposits	104.25		115.68		108.30		108.00		106.34
Total loans (gross) as a percentage of total deposits	105.09		119.14		110.83		109.43		109.80

⁽¹⁾	Average balances are based on daily balances for our primary banking operations and subsidiaries.

⁽²⁾	Represents the ratio of total dividends declared on common stock as a percentage of net income.

⁽³⁾	Represents the difference between the yield on average interest earning assets and cost of average interest bearing liabilities.

⁽⁴⁾	Represents the ratio of net interest income to average interest earning assets.

⁽⁵⁾	Represents the ratio of non-interest expense to the sum of net interest income and non-interest income.

⁽⁶⁾	Represents the ratio of non-interest expense to average total assets.

Capital ratios


	Year ended December 31,
	2001		2002		2003		2004		2005
	(percentages)
Total capital adequacy ratio ⁽¹⁾	10.23	%	10.41	%	9.81	%	11.01	%	12.95	%
Tier I capital adequacy ratio ⁽¹⁾	7.09		6.62		6.03		6.67		9.67
Tier II capital adequacy ratio ⁽¹⁾	3.18		3.79		3.78		4.34		3.28
Average stockholders’ equity as a percentage of average total assets	4.45		5.26		6.83		4.20		5.87

⁽¹⁾

Our capital adequacy ratios are computed in accordance with the guidelines issued by the Financial Supervisory Commission. The computation is based on our consolidated financial statements prepared in accordance with Korean GAAP, which may differ in certain significant respects from U.S. GAAP. See “Item 5B. Liquidity and Capital Resources—Financial Condition—Capital Adequacy.”

Credit portfolio ratios and other data


	As of December 31,
	2001			2002			2003			2004			2005
	(in billions of Won, except percentages)
Total loans	(Won)	120,894		(Won)	145,832		(Won)	145,858		(Won)	138,124		(Won)	138,012
Total non-performing loans⁽¹⁾		3,376			3,912			4,116			3,175			3,149
Other impaired loans not included in non-performing loans		3,513			2,680			3,072			2,034			1,615
Total of non-performing loans and other impaired loans		6,889			6,592			7,188			5,209			4,764
Total allowance for loan losses		3,508			5,195			5,772			4,461			3,212
Non-performing loans as a percentage of total loans		2.79	%		2.68	%		2.82	%		2.30	%		2.28	%
Non-performing loans as a percentage of total assets		2.01			2.13			2.24			1.79			1.76
Total of non-performing loans and other impaired loans as a percentage of total loans		5.70			4.52			4.93			3.77			3.45
Allowance for loan losses as a percentage of total loans		2.90			3.56			3.96			3.23			2.33

⁽¹⁾	Non-performing loans are defined as those loans, including corporate, retail and other loans, which are past due more than 90 days.

Selected Statistical Information

Average Balance Sheets and Related Interest

The following table shows our average balances and interest rates for the past three years:


	Year ended December 31,
	2003							2004							2005
	Average balance⁽¹⁾			Interest income^(2)(3)(4)		Average yield		Average balance⁽¹⁾			Interest income^(2)(3)(4)		Average yield		Average balance⁽¹⁾			Interest income^(2)(3)(4)		Average yield
	(in billions of Won, except percentages)
Assets
Cash and interest-earning deposits in other banks	(Won)	1,179		(Won)	14	1.19	%	(Won)	1,188		(Won)	21	1.77	%	(Won)	1,069		(Won)	27	2.53	%
Call loans and securities purchased under resale agreements		1,605			61	3.80			2,355			85	3.61			2,378			78	3.28
Trading securities		2,933			105	3.58			3,253			156	4.80			3,342			129	3.86
Investment securities ⁽⁵⁾		29,431			1,513	5.14			20,030			1,004	5.01			23,357			960	4.11
Loans:
Commercial and industrial		44,134			2,855	6.47			42,369			2,639	6.23			39,031			2,352	6.03
Construction loans		6,433			490	7.62			4,718			309	6.55			4,283			284	6.63
Other commercial		1,106			59	5.33			926			43	4.64			1,295			65	5.02
Mortgage and home equity		48,535			3,415	7.04			55,863			3,607	6.46			58,376			3,355	5.75
Other consumer		29,077			2,374	8.16			27,287			2,197	8.05			24,506			2,002	8.17
Credit cards ⁽⁴⁾		16,498			2,846	17.25			12,049			1,978	16.42			8,369			1,362	16.27
Foreign commercial and industrial		1,079			23	2.13			1,342			53	3.95			1,219			44	3.61

Loans (total)		146,862			12,062	8.21			144,554			10,826	7.49			137,079			9,464	6.90

Total average interest earning assets		182,010			13,755	7.56			171,380			12,092	7.06			167,225			10,658	6.37

Cash and due from banks		5,461			—	—			5,062			—	—			4,997			—	—
Foreign exchange spot contracts and derivatives		2,385			—	—			4,839			—	—			5,786			—	—
Premises and equipment		2,207			—	—			2,052			—	—			1,641			—	—
Due from customers on acceptance		701			—	—			532			—	—			1,092			—	—
Loan loss allowance		(5,287	)		—	—			(5,373	)		—	—			(3,844	)		—	—
Assets of discontinued operations
Other non-interest earning assets		5,798			—	—			5,610			—	—			4,411			—	—

Total average non-interest earning assets		11,265			—	—			12,722			—	—			14,083			—	—

Total average assets	(Won)	193,275		(Won)	13,755	7.12		(Won)	184,102		(Won)	12,092	6.57		(Won)	181,308		(Won)	10,658	5.88


	Year ended December 31,
	2003						2004						2005
	Average balance⁽¹⁾		Interest expense		Average cost		Average balance⁽¹⁾		Interest expense		Average cost		Average balance⁽¹⁾		Interest expense		Average cost
	(in billions of Won, except percentages)
Liabilities
Deposits:
Demand deposits	(Won)	667	(Won)	2	0.30	%	(Won)	620	(Won)	1	0.16	%	(Won)	614	(Won)	7	1.14	%
Certificates of deposit		4,068		181	4.45			6,107		248	4.06			5,007		185	3.69
Other time deposits		67,733		2,964	4.38			68,230		2,716	3.98			66,229		2,388	3.61
Savings deposits		38,368		348	0.91			39,042		309	0.79			38,343		219	0.57
Mutual installment deposits		11,946		642	5.37			12,105		560	4.63			10,589		382	3.61

Deposits (total)		122,782		4,137	3.37			126,104		3,834	3.04			120,782		3,181	2.63
Call money		1,802		65	3.61			1,267		42	3.31			1,218		40	3.28
Borrowings from the Bank of Korea		1,020		25	2.45			911		22	2.41			687		14	2.04
Other short-term borrowings		13,250		573	4.32			8,150		310	3.80			7,474		275	3.68
Secured borrowings		8,150		476	5.84			7,400		366	4.95			7,109		310	4.36
Long-term debt		19,678		1,186	6.03			16,749		942	5.62			17,114		937	5.48

Total average interest bearing liabilities		166,682		6,462	3.88			160,581		5,516	3.44			154,384		4,757	3.08

Demand deposits		2,961		—	—			2,832		—	—			3,010		—	—
Foreign exchange spot contracts and derivatives		2,384		—	—			4,840		—	—			5,748		—	—
Acceptances to customers		883		—	—			652		—	—			760		—	—
Other non-interest bearing liabilities		7,161		—	—			7,472		—	—			6,759		—	—

Total average non-interest bearing liabilities		13,389		—	—			15,796		—	—			16,277		—	—

Total average liabilities		180,071		6,462	3.59			176,377		5,516	3.13			170,661		4,757	2.79

Stockholders’ equity		13,204		—	—			7,725		—	—			10,647		—	—

Total liabilities and stockholders’ equity	(Won)	193,275	(Won)	6,462	3.34		(Won)	184,102	(Won)	5,516	3.00		(Won)	181,308	(Won)	4,757	2.62

⁽¹⁾	Average balances are based on daily balances for our primary banking operations and subsidiaries.

⁽²⁾	Interest income figures include dividends on securities and cash interest received on non-accruing loans. See “Item 4B. Business Overview—Assets and Liabilities—Loan Portfolio—Non-Accrual Loans and Past Due Accruing Loans.”

⁽³⁾	We do not invest in any tax-exempt securities.

⁽⁴⁾	Interest income from credit cards includes principally cash advance fees of (Won)1,517 billion, (Won)1,148 billion and (Won)880 billion and interest on credit card loans of (Won)591 billion, (Won)430 billion and (Won)217 billion for the years ended December 31, 2003, 2004 and 2005, respectively.

⁽⁵⁾	Information related to investment securities classified as available-for-sale has been computed using amortized cost, and therefore does not give effect to changes in fair value that are reflected as a component of stockholders’ equity.

The following table presents our net interest spread, net interest margin, and asset liability ratio for the past three years:


	Year ended December 31,
	2003		2004		2005
	(percentages)
Net interest spread ⁽¹⁾	3.68	%	3.62	%	3.29	%
Net interest margin ⁽²⁾	4.01		3.84		3.53
Average asset liability ratio ⁽³⁾	109.20		106.72		108.32

⁽¹⁾	The difference between the average rate of interest earned on interest earning assets and the average rate of interest paid on interest bearing liabilities.

⁽²⁾	The ratio of net interest income to average interest earning assets.

⁽³⁾	The ratio of average interest earning assets to average interest bearing liabilities.

Analysis of Changes in Net Interest Income—Volume and Rate Analysis

The following table provides an analysis of changes in interest income, interest expense and net interest income based on changes in volume and changes in rate for 2004 compared to 2003 and 2005 compared to 2004. Information is provided with respect to: (1) effects attributable to changes in volume (changes in volume multiplied by prior rate) and (2) effects attributable to changes in rate (changes in rate multiplied by prior volume). Changes attributable to the combined impact of changes in rate and volume have been allocated proportionately to the changes due to volume changes and changes due to rate changes.


	2004 vs. 2003 Increase/(decrease) due to change in									2005 vs. 2004 Increase/(decrease) due to change in
	Volume			Rate			Total			Volume			Rate			Total
	(in billions of Won)
Interest earning assets
Cash and interest earning deposits in other banks	(Won)	0		(Won)	7		(Won)	7		(Won)	(2	)	(Won)	8		(Won)	6
Call loans and securities purchased under resale agreements		27			(3	)		24			1			(8	)		(7	)
Trading securities		12			39			51			4			(31	)		(27	)
Investment securities		(472	)		(37	)		(509	)		152			(196	)		(44	)
Loans
Commercial and industrial		(112	)		(104	)		(216	)		(203	)		(84	)		(287	)
Construction loans		(119	)		(62	)		(181	)		(29	)		4			(25	)
Other commercial		(9	)		(7	)		(16	)		18			4			22
Mortgage and home equity		488			(296	)		192			157			(409	)		(252	)
Other consumer		(144	)		(33	)		(177	)		(227	)		32			(195	)
Credit cards		(736	)		(132	)		(868	)		(599	)		(17	)		(616	)
Foreign commercial and industrial		7			23			30			(5	)		(4	)		(9	)

Total interest income		(1,058	)		(605	)		(1,663	)		(733	)		(701	)		(1,434	)


	2004 vs. 2003 Increase/(decrease) due to change in									2005 vs. 2004 Increase/(decrease) due to change in
	Volume			Rate			Total			Volume			Rate			Total
	(in billions of Won)
Interest bearing liabilities
Deposits
Demand deposits		0			(1	)		(1	)		0			6			6
Certificates of deposit		84			(17	)		67			(42	)		(21	)		(63	)
Other time deposits		22			(270	)		(248	)		(78	)		(250	)		(328	)
Savings deposits		6			(45	)		(39	)		(5	)		(85	)		(90	)
Mutual installment deposits		8			(90	)		(82	)		(65	)		(113	)		(178	)
Call money		(18	)		(5	)		(23	)		(2	)		0			(2	)
Borrowings from the Bank of Korea		(3	)		0			(3	)		(5	)		(3	)		(8	)
Other short-term borrowings		(200	)		(63	)		(263	)		(25	)		(10	)		(35	)
Secured borrowings		(41	)		(69	)		(110	)		(14	)		(42	)		(56	)
Long-term debt		(168	)		(76	)		(244	)		20			(25	)		(5	)

Total interest expense		(310	)		(636	)		(946	)		(216	)		(543	)		(759	)

Total net interest income	(Won)	(748	)	(Won)	31		(Won)	(717	)	(Won)	(517	)	(Won)	(158	)	(Won)	(675	)

Exchange Rates

The tables below set forth, for the periods and dates indicated, information concerning the noon buying rate for Won, expressed in Won per one U.S. dollar. The “noon buying rate” is the rate in New York City for cable transfers in foreign currencies as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise stated, translations of Won amounts into U.S. dollars in this annual report were made at the noon buying rate in effect on December 30, 2005, which was (Won)1,010.0 to US$1.00. We do not intend to imply that the Won or U.S. dollar amounts referred to herein could have been or could be converted into U.S. dollars or Won, as the case may be, at any particular rate, or at all. On June 26, 2006, the noon buying rate was (Won)959.2 = US$1.00.


	Won per U.S. dollar (noon buying rate)
	Low		High		Average⁽¹⁾		Period-End
2001	(Won)	1,234.0	(Won)	1,369.0	(Won)	1,293.4	(Won)	1,313.5
2002		1,160.6		1,332.0		1,242.0		1,186.3
2003		1,146.0		1,262.0		1,193.0		1,192.0
2004		1,035.1		1,195.1		1,139.3		1,035.1
2005		997.0		1,059.8		1,023.8		1,010.0
2006 (through June 26)
January		958.9		1002.9		981.4		958.9
February		962.0		976.3		969.4		970.9
March		966.8		982.0		974.7		971.4
April		939.6		970.4		952.6		942.8
May		927.4		951.5		940.8		945.3
June (through June 26)		942.7		961.8		954.1		959.2

Source:

Federal Reserve Bank of New York.

⁽¹⁾	The average of the daily noon buying rates of the Federal Reserve Bank in effect during the relevant period (or portion thereof).

Item 3B.

Capitalization and Indebtedness

Not Applicable

Item 3C.

Reasons for the Offer and Use of Proceeds

Not Applicable

Item 3D.

Risk Factors

Risks relating to our retail credit portfolio

Future changes in market conditions as well as other factors may lead to increases in delinquency levels of our retail loan portfolio.

In recent years, consumer debt has increased rapidly in Korea. As the leading retail bank in Korea, our portfolio of retail loans, in particular, mortgage and home equity loans, has grown from (Won)60,506 billion as of December 31, 2001 to (Won)82,257 billion as of December 31, 2005. As of December 31, 2005, our retail loans represented 59.6% of our total lending. Within our retail loan portfolio, the outstanding balance of other consumer loans, which unlike mortgage or home equity loans is often unsecured and therefore tends to carry a higher credit risk, has decreased from (Won)23,312 billion as of December 31, 2001 to (Won)23,114 billion as of December 31, 2005; as a percentage of total outstanding retail loans, such balance has also decreased from 38.5% as of December 31, 2001 to 28.1% as of December 31, 2005. The growth of our retail lending business, which generally offers higher margins than other lending activities, contributed significantly to our interest income and profitability in recent years. However, due to increased delinquencies in 2003 and 2004, heightened competition and government regulation in the retail loan lending segment, the size of our retail portfolio decreased in 2005.

The growth of our retail loan portfolio in prior years led to significant increases in delinquency levels in 2003 and 2004 although delinquency levels stabilized somewhat in 2005. Higher delinquencies in 2003 and 2004 required us to increase our loan loss provisions and charge-offs, which in turn adversely affected our financial condition and results of operations. Despite the relative stabilization of delinquency levels in 2005, our non-performing retail loans (defined as those that are over 90 days past due) increased from (Won)1,046 billion as of December 31, 2001 to (Won)1,371 billion as of December 31, 2005.

Our large exposure to consumer debt means that we are exposed to changes in economic conditions affecting Korean consumers. Accordingly, a rise in unemployment, an increase in interest rates, a downturn in the real estate market, or a general contraction or other difficulties in the Korean economy that have an adverse effect on Korean consumers could result in reduced growth and further deterioration in the credit quality of our retail loan portfolio. In order to minimize our risk as a result of such exposure, we are continuing to strengthen our risk management processes, including further improving the retail lending process, upgrading our retail credit rating system, as well as strengthening the overall management of our portfolio. Despite our efforts, however, there is no assurance that we will be able to prevent significant credit quality deterioration in our retail loan portfolio.

Until 2004, our credit card operations recorded losses, and may again generate losses in the future, which could hurt our financial condition and results of operations.

In September 2003, we merged Kookmin Credit Card, our credit card subsidiary, into us in response to its liquidity problems stemming from the deteriorating asset quality of its credit card portfolio. The acquisition of minority interest was accounted for under the purchase method of accounting, and we stepped up the assets and liabilities acquired to their fair values at the date of acquisition. The excess of fair value of purchase consideration over the fair value of net assets acquired was recognized as goodwill. Following the merger, our credit card operations continued to record significant additional net losses through the first three quarters of 2004. This was primarily due to high delinquency levels and substantial charge-offs and loan loss provisions. Our

delinquency ratio (which represents the ratio of amounts that are overdue by one day or more to total outstanding balances) with respect to our credit card portfolio was 7.8%, 20.6%, 21.6%, 8.42% and 5.8% as of December 31, 2001, 2002, 2003, 2004 and 2005, respectively. While our strengthened risk management efforts have resulted in recent decreases in the delinquency ratio, credit card delinquencies may increase in the future as a result of, among other things, adverse economic developments in Korea and the inability of Korean consumers to manage increased household debt, as reflected in the persistent practice among some credit cardholders of obtaining multiple credit cards and using cash advances from one card to make payments due on others.

In addition, in line with industry practice, we have restructured a large portion of delinquent credit card account balances (defined as balances overdue for one day or more) as loans and also replaced a portion of our delinquent credit card account balances with cash advances that are rolled over from month to month. We have discontinued the practice of providing substituted cash advances from January 2004. As of December 31, 2005, these restructured loans outstanding amounted to (Won)285 billion. Because these loans are not treated as being delinquent at the time of conversion or for a period of time thereafter, our delinquency ratios may not fully reflect all delinquent amounts relating to our outstanding loans. Including all restructured loans, outstanding balances overdue by one day or more accounted for 8.1% of our credit card receivables (including credit card loans) as of December 31, 2005.

Despite our recent successful efforts to improve our credit card asset quality and performance, we may again experience losses on our credit card operations in the future, which may adversely affect our overall financial condition and results of operations.

Risk relating to our small- and medium-sized enterprise loan portfolio

We have significant exposure to small- and medium-sized enterprises, and any financial difficulties experienced by these customers may result in a deterioration of our asset quality and have an adverse impact on us.

One of our core businesses is lending to small- and medium-sized enterprises (as defined under “Item 4B. Business Overview—Corporate Banking—Small- and Medium-sized Enterprise Banking”). We estimate, based on our internal classifications made for Korean GAAP purposes, that our loans to small- and medium-sized enterprises increased from (Won)30,498 billion as of December 31, 2001 to (Won)36,344 billion as of December 31, 2005. During that period, we estimate that non-performing loans to small- and medium-sized enterprises also increased from (Won)1,108 billion to (Won)1,724 billion, representing an increase in the non-performing loan ratio from 3.6% as of December 31, 2001 to 4.7% as of December 31, 2005. According to data compiled by the Financial Supervisory Service, the delinquency ratio for Won-currency loans by Korean banks to small- and medium-sized enterprises was 1.6% as of December 31, 2005. The delinquency ratio for loans to small- and medium-sized enterprise is calculated as the ratio of (1) the outstanding balance of such loans in respect of which either principal payments are overdue by one day or more or interest payments are over due by 14 days or more (unless prior interest payments on a loan were made late on more than three occasions, in which case the loan is considered delinquent if interest payments are overdue by one day or more) to (2) the aggregate outstanding balance of such loans. Our delinquency ratio for such Won-currency loans on a Korean GAAP basis decreased from 3.3% as of December 31, 2001 to 2.1% as of December 31, 2005 but may rise in 2006 compared to prior years. Accordingly, we are taking measures to stem rising delinquencies in our loans to small- and medium-sized enterprises, including through strengthening the review of loan applications and closer monitoring of the post-loan performance of small- and medium-sized enterprise borrowers in industry sectors that are relatively more sensitive to downturns in the economy and have shown higher delinquency ratios, such as construction, hotels, restaurants and real estate. Despite such efforts, however, there is no assurance that delinquency levels for our loans to small- and medium-sized enterprises will not rise in the future.

Among other things, aggressive marketing and intense competition among banks in the small- and medium-sized enterprise lending market have contributed to a deterioration in profitability and in the asset quality of our loans to this segment, especially in 2003 and 2004. Such deterioration also led to increased charge-offs and

higher provisioning and reduced interest and fee income from this segment during such periods. The ability of our small- and medium-sized enterprise customers to service their debt may be further undermined by adverse economic developments in the future, including sustained high levels of oil prices and other raw material costs or the continued strength of the Won leading to reduced competitiveness for exported Korean goods, which may lead to further deterioration in the asset quality of our loans to such customers. In addition, many small- and medium-sized enterprises have close business relationships with chaebols, primarily as suppliers. Any difficulties encountered by those chaebols would likely hurt the liquidity and financial condition of related small- and medium-sized enterprises, including those to which we have exposure, also resulting in an impairment of their ability to repay loans.

A substantial part of our small- and medium-sized enterprise lending comprises loans to “small office/home office” customers, or SOHOs. Many of these SOHOs represent sole proprietorships, individual business interests or very small corporations and are usually dependent on a limited number of suppliers or customers. SOHOs tend to be affected to a greater extent than larger corporate borrowers by fluctuations in the Korean economy. In addition, SOHOs often maintain less sophisticated financial records than other corporate borrowers. Although we are making efforts to improve our internally developed credit rating systems to rate potential borrowers, we do not have a substantial history of experience with SOHOs and are less able to judge the level of risk inherent in these customers. Accordingly, although we intend to manage our exposure to these borrowers closely in order to prevent any deterioration in the asset quality of our loans to this segment, we may not be able to do so.

Risks relating to our strategy

We may fail to realize the anticipated benefits of our contemplated acquisition of a majority interest in Korea Exchange Bank and any subsequent merger between us and Korea Exchange Bank.

On May 19, 2006, we entered into a share purchase agreement with an affiliate of the Lone Star funds, and subsequently entered into a similar agreement with the Export-Import Bank of Korea, or KEXIM, for the purchase of an aggregate of 457,064,387 shares of common stock of Korea Exchange Bank, representing 70.9% of Korea Exchange Bank’s issued and outstanding shares of common stock. The aggregate purchase price we have agreed to pay for such shares is (Won)6,947 billion, or (Won)15,200 per share. The completion of our contemplated acquisition of a majority interest in Korea Exchange Bank is subject to a number of conditions, including the obtaining of all regulatory approvals necessary for the consummation of transaction. Regulatory authorities in Korea or elsewhere could seek to block or delay the acquisition or may impose conditions that reduce the anticipated benefits of the acquisition or make it difficult to complete as planned. In addition, the share purchase arrangements among us, the Lone Star fund affiliate and KEXIM are subject to termination by mutual agreement or by a party upon default by another party or if the transaction is not completed within 120 days of May 19, 2006. Accordingly, there is no guarantee that we will be able to complete our acquisition of a majority interest in Korea Exchange Bank as planned or at all.

We plan to fund the purchase price for the contemplated acquisition of Korea Exchange Bank through a combination of existing cash and the proceeds of new financings, including through the issuance of debt securities and, if necessary, arrangements whereby co-investors will purchase a portion of the common shares of Korea Exchange Bank being sold. Even if such co-investment arrangements are entered into, we anticipate that we will retain substantially all of the economic risks of the investment in the common shares of Korea Exchange Bank being sold. While our management believes that the long-term benefits of the contemplated acquisition of Korea Exchange Bank to our business will outweigh the overall costs of such acquisition, including financing costs, there is no guarantee that this will be the case. See “Item 4A. History and Development of the Company—The Contemplated Acquisition of Korea Exchange Bank.”

anticipated synergies, growth opportunities and cost savings from combining our businesses with those of Korea Exchange Bank. The realization of these anticipated benefits of a merger may be blocked, delayed or reduced as a result of numerous factors, some of which will be outside our control. These factors include:

•

difficulties in integrating our existing operations with those of Korea Exchange Bank, including personnel policies and procedures, overlapping branch and subsidiary networks, information systems and management and administrative functions;

•

unforeseen contingent risks or latent liabilities that may only become apparent after our acquisition of Korea Exchange Bank is completed;

•

loss of overlapping customers of our bank and Korea Exchange Bank;

•

potentially adverse Korean tax consequences to us as a result of the merger;

•

loss of key personnel; and

•

labor unrest.

Accordingly, we cannot assure you that we will realize the anticipated benefits of our contemplated acquisition of Korea Exchange Bank or any subsequent merger between us and Korea Exchange Bank, or that any such merger will not harm the combined business, financial condition and results of operations of the two banks.

In particular, since we and Korea Exchange Bank have operated and will continue to operate independently until the completion of any merger, the integration of the operations of the two banks is likely to require significant amounts of time, financial resources and management attention. To realize the anticipated benefits of a merger, our management must implement a business plan that will effectively combine operations that are diverse in terms of management, compensation and business culture, as well as in terms of some of the products and services we offer and the customers we serve. If our management is not able to implement a business plan that effectively integrates our operations and those of Korea Exchange Bank, we may not realize the anticipated benefits of a merger. Moreover, the integration process could result in the disruption of our ongoing businesses and information systems, or inconsistencies in standards, controls, procedures and policies and a reduction in employee morale, each of which may adversely affect our ability to maintain relationships with customers and to retain key personnel.

Although increasing our fee income is an important part of our strategy, we may not be able to do so.

We have historically relied on interest income as our primary revenue source. While we have developed new sources of fee income as part of our business strategy, our ability to increase our fee income and thereby reduce our dependence on interest income will be affected by the extent to which our customers generally accept the concept of fee-based services. The willingness of customers to pay fees in return for value-added financial services has not been broadly tested in the Korean market and their reluctance to do so will adversely affect the implementation of this aspect of our strategy.

We may suffer customer attrition or our net interest margin may decrease as a result of our competition strategy.

We have been pursuing, and intend to continue to pursue, a strategy of maintaining or enhancing our margins where possible and avoid, to the extent possible, entering into price competition. In order to execute this strategy, we will need to maintain relatively low interest rates on our deposit products while charging relatively higher rates on loans. If other banks and financial institutions adopt a strategy of expanding market share through interest rate competition, we may suffer customer attrition due to rate sensitivity. In addition, we may in the future decide to compete to a greater extent based on interest rates, which could lead to a decrease in our net interest margins. Any future decline in our customer base or our net interest margins as a result of our future competition strategy could have an adverse effect on our results of operations and financial condition.

Risks relating to competition

Competition in the Korean banking industry is intense, and we may experience declining market share as a result.

We compete principally with other financial institutions in Korea, including Korean banks and branches of foreign banks operating in Korea. In the retail and small- and medium-sized enterprise lending business, which has been our traditional core business, competition has increased significantly and is expected to increase further. Most Korean banks have been targeting retail customers and small- and medium-sized enterprises as they scale back their exposure to large corporate borrowers, contributing to some extent to the asset quality deterioration in consumer and small- and medium-sized enterprise loans, and they are engaged in aggressive marketing campaigns and making significant investments in these segments. In addition, the profitability of our retail and credit card operations may decline as a result of growing market saturation in the retail lending and credit card segments, increased interest rate competition, pressure to lower the fee rates applicable to our credit cards (particularly merchant fee rates) and higher marketing expenses. Intense and increasing competition has made and continues to make it more difficult for us to secure retail, credit card and small- and medium-sized customers with the credit quality and on credit terms necessary to achieve our business objectives in a commercially acceptable manner.

In addition, we believe regulatory reforms and the general modernization of business practices in Korea will lead to increased competition among financial institutions in Korea. We also believe that foreign financial institutions, many of which have greater experience and resources than we do, will seek to compete with us in providing financial products and services either by themselves or in partnership with existing Korean financial institutions. Furthermore, a number of significant mergers and acquisitions in the industry have taken place in Korea over the last few years, including the acquisition of Koram Bank by an affiliate of Citibank in 2004, as well as Standard Chartered Bank’s acquisition of Korea First Bank in 2005. We expect that consolidation in the financial industry will continue. Some of the financial institutions resulting from this consolidation may, by virtue of their increased size and business scope, provide significantly greater competition for us. Increased competition and continuing consolidation may lead to decreased margins, resulting in a material adverse impact on our future profitability. Accordingly our results of operations and financial condition may suffer as a result of increasing competition in the Korean financial industry.

We face full competition with respect to our mortgage business, which may result in a further decrease of our market share and adversely affect our margins.

Until 1997, by law, H&CB was the only financial institution in Korea that could offer a full range of mortgage products. Among other things, it had the exclusive ability to offer mortgages with terms longer than ten years, provide housing-related deposit accounts and offer preferential rights to subscribe for newly built apartments.

In 1997, the laws giving H&CB exclusive rights to offer these mortgage-related products began to be repealed. By March 2000, all commercial banks in Korea could offer a full range of mortgage products, and H&CB began to lose market share. The increased competition in the mortgage sector has also contributed to lower margins from our mortgage lending activities. While we continue to hold the largest share of this market, we may not be able to maintain our market share or margins with respect to mortgage lending in the face of increased competition. Any decrease in such market share or margins may adversely affect our financial condition and results of operations.

Risks relating to our large corporate loan portfolio

We have exposure to the largest Korean commercial conglomerates, known as “chaebols,” and, as a result, recent and any future financial difficulties of chaebols may have an adverse impact on us.

Of our 20 largest corporate exposures (including loans, debt and equity securities, guarantees and acceptances and other exposures) as of December 31, 2005, eight were to companies that were members of the

25 largest chaebols in Korea. As of that date, the total amount of our exposures to the 25 largest chaebols was (Won)7,554 billion, or 4.7% of our total exposures. If the credit quality of our exposures to chaebols declines, we could require substantial additional loan loss provisions, which would hurt our results of operations and financial condition. See “Item 4B. Business Overview—Assets and Liabilities—Loan Portfolio—Exposure to Chaebols.”

We cannot assure you that the allowances we have established against these exposures will be sufficient to cover all future losses arising from these exposures. In addition, with respect to those companies that are in or in the future enter into workout or liquidation proceedings, we may not be able to make any recoveries against such companies. We may, therefore, experience future losses with respect to those loans.

We have exposure to companies that are currently or may in the future be put in restructuring, and we may suffer losses as a result of additional loan loss provisions required and/or the adoption of restructuring plans with which we do not agree.

As of December 31, 2005, our loans and guarantees to companies that were in workout, corporate restructuring, composition or corporate reorganization amounted to (Won)648 billion or 0.5% of our total loans and guarantees, of which (Won)233 billion or 35.9% was classified as substandard or below and all of which was classified as impaired. As of the same date, our allowances for losses on these loans and guarantees amounted to (Won)160 billion, or 24.6% of these loans and guarantees. These allowances may not be sufficient to cover all future losses arising from our exposure to these companies. Furthermore, we have other exposure to such companies, in the form of debt and equity securities of such companies held by us (including equity securities we acquired as a result of debt-to-equity conversions). Our exposures with respect to such securities as of December 31, 2005 to companies in workout, restructuring, corporate reorganization or composition amounted to (Won)340 billion, or 0.2% of our total exposures. In addition, in the case of borrowers that are or become subject to corporate restructuring procedures, we may be forced to restructure our credits pursuant to restructuring plans approved by other creditor financial institutions holding 75% or more of the total outstanding debt (as well as 75% or more of the total outstanding secured debt) of the borrower, or to dispose of our credits to other creditors on unfavorable terms.

Our current allowances for losses on loans and guarantees to construction companies may not be sufficient to cover all future related losses.

We have established allowances for losses on loans and guarantees to construction companies that we consider to have a greater likelihood of becoming non-performing. As of December 31, 2005, we had loans and guarantees outstanding to construction companies in the amount of (Won)5,168 billion, or 3.6% of our total loans and guarantees, of which (Won)380 billion or 7.4% was classified as substandard or below. As of the same date, our allowance for losses on these loans and guarantees amounted to (Won)242 billion, or 63.7% of the amount classified as substandard or below, and 4.7% of the total. Most of our exposure to construction companies consists of loans to small- and medium-sized enterprises. These allowances may not be sufficient to cover all future losses arising from our exposure to construction companies.

A large portion of our credit exposure is concentrated in a relatively small number of large corporate borrowers, which increases the risk of our corporate credit portfolio.

As of December 31, 2005, our loans and guarantees to our 20 largest borrowers totaled (Won)6,352 billion and accounted for 4.5% of our total loans and guarantees. As of that date, our single largest corporate credit exposure was to Hyundai Heavy Industries, to which we had outstanding credit exposures (all of which was in the form of guarantees and acceptances) of (Won)1,128 billion, representing 0.8% of our total loans and guarantees. Any further deterioration in the financial condition of our large corporate borrowers may require us to take substantial additional provisions and may have a material adverse impact on our results of operations and financial condition.

Other risks relating to our business

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

Companies in Korea, including us, are subject to corporate governance standards applicable to Korean public companies which may differ in some respects from standards applicable in other countries, including the United States. As a reporting company registered with the U.S. Securities and Exchange Commission and listed on the New York Stock Exchange, we are subject to certain corporate governance standards as mandated by the Sarbanes-Oxley Act of 2002. However, foreign private issuers, including us, are exempt from certain corporate governance requirements under the Sarbanes-Oxley Act or under the rules of the New York Stock Exchange. There may also be less publicly available information about Korean companies, such as us, than is regularly made available by public or non-public companies in other countries. Such differences in corporate governance standards and less public information could result in corporate governance practices or disclosures that are perceived as less than satisfactory by investors in certain countries.

A decline in the value of the collateral securing our loans and our inability to realize full collateral value may adversely affect our credit portfolio.

A substantial portion of our loans is secured by real estate, the values of which have fluctuated significantly in recent years. Although it is our general policy to lend up to 40% to 60% of the appraised value of collateral (except in areas of high speculation designated by the government where we are required to limit our lending to 40% of the appraised value of collateral) and to periodically re-appraise our collateral, downturns in the real estate markets in Korea from time to time have resulted in declines in the value of the collateral securing some loans to levels below their outstanding principal balance. Future declines in real estate prices, including as a result of measures recently adopted by the Korean government to stabilize the real estate market, would reduce the value of the collateral securing our mortgage and home equity loans. If collateral values decline in the future, they may not be sufficient to cover uncollectible amounts in respect of our secured loans. Any declines in the value of the real estate or other collateral securing our loans, or our inability to obtain additional collateral in the event of such declines, could result in a deterioration in our asset quality and may require us to take additional loan loss provisions.

In Korea, foreclosure on collateral generally requires a written petition to a court. An application, when made, may be subject to delays and administrative requirements that may result in a decrease in the value realized with respect to such collateral. We cannot guarantee that we will be able to realize the full value on our collateral as a result of, among other factors, delays in foreclosure proceedings and defects in the perfection of our security interest in collateral. Our failure to recover the expected value of collateral could expose us to losses.

The secondary market for corporate bonds in Korea is not fully developed, and, as a result, we may not be able to realize the full “marked-to-market” value of debt securities we hold at the time of any sale of such securities.

As of December 31, 2005, we held debt securities issued by Korean companies and financial institutions (other than those issued by government-owned or -controlled enterprises or financial institutions, which include the Korea Electric Power Corporation, the Bank of Korea, the Korea Development Bank and the Industrial Bank of Korea) with a total book value of (Won)3,223 billion in our trading and investment securities portfolio. The market value of these securities could decline significantly due to various factors, including future increases in interest rates, which may be significant in light of the current low interest environment, or a deterioration in the financial and economic condition of any particular issuer or of Korea in general. Any of these factors individually or a combination of these factors would require us to write down the fair value of these debt securities, resulting in impairment losses. Because the secondary market for corporate bonds in Korea is not fully developed, the market value of many of these securities as reflected on our balance sheet is determined by

references to suggested prices posted by Korean rating agencies or the Korea Securities Dealers Association. These valuations, however, may differ significantly from the actual value that we could realize in the event we elect to sell these securities. As a result, we may not be able to realize the full “marked-to-market” value at the time of any such sale of these securities and thus may incur losses.

We may be required to make transfers from our general banking operations to cover shortfalls in our guaranteed trust accounts, which could have an adverse effect on our results of operations.

We manage a number of monetary trust accounts. Under Korean law, trust account assets of a bank are required to be segregated from the assets of that bank’s general banking operations. Those assets are not available to satisfy the claims of a bank’s depositors or other creditors of its general banking operations. For some of the trust accounts we manage, we have guaranteed the principal amount of the investor’s investment. Since January 2004, banks have been prohibited from providing new trust accounts that guarantee the principal amount of investments, other than certain retirement trust and annuity trust products. However, we will continue to provide guarantees with respect to existing accounts, which contain the aforementioned guarantee provisions.

If, at any time, the income from our guaranteed trust accounts is not sufficient to pay any guaranteed amount, we will have to cover the shortfall first from the special reserves maintained in these trust accounts, then from our fees from such trust accounts and finally from funds transferred from our general banking operations. As of December 31, 2005, we had (Won)58 billion as special reserves in trust account assets for which we provided guarantees of principal. There were no significant transfers from general banking operations to cover deficiencies in guaranteed trust accounts in 2003, 2004 and 2005. However, we may be required to make additional transfers from our general banking operations to cover shortfalls, if any, in our guaranteed trust accounts in the future. Such transfers may adversely impact our results of operations.

Our Internet banking services are subject to security concerns relating to the commercial use of the Internet.

We provide Internet banking services to our retail and corporate customers, which require sensitive customer information, including passwords and account information, to be transferred over a secure connection on the Internet. However, connections on the Internet, although secure, are not free from security breaches. We may experience security breaches in connection with our Internet banking service in the future, which may result in liability to our customers and third parties and materially and adversely affect our business.

We may experience disruptions, delays and other difficulties from our information technology systems.

We rely on our information technology systems for our daily operations including billing, effecting online and offline banking transactions and record keeping. We may experience disruptions, delays or other difficulties from our information technology systems, which may have an adverse effect on our business and adversely impact our customers’ confidence in us.

We do not prepare interim financial information on a U.S. GAAP basis.

Neither we nor our subsidiaries are required to, and we and our subsidiaries do not, prepare interim financial information on a U.S. GAAP basis. U.S. GAAP differs in significant respects from Korean GAAP, particularly with respect to the establishment of provisions and loan loss allowance. See “Item 5B. Liquidity and Capital Resources—Selected Financial Information under Korean GAAP” and “—Reconciliation with Korean GAAP.” As a result, our provision and allowance levels reflected under Korean GAAP in our results as of the end of and for 2001, 2002, 2003, 2004 and 2005 may differ significantly from comparable figures under U.S. GAAP for these and future periods.

Risks relating to liquidity and capital management

A considerable increase in interest rates could decrease the value of our debt securities portfolio and raise our funding costs while reducing loan demand and the repayment ability of our borrowers, which, as a result, could adversely affect us.

From 2000 to 2004, interest rates in Korea declined to historically low levels as the government sought to stimulate economic growth through active rate-lowering measures. Interest rates started to rebound in the second half of 2005 and have stabilized in the first quarter of 2006. In order to minimize our losses in the event that interest rates decrease again, the vast majority of debt securities we hold pay interest at a fixed rate. However, all things being equal and assuming that the interest rate sensitivity gap of our assets and liabilities is narrow, a considerable increase in interest rates would lead to a decline in the value of the debt securities in our portfolio. A sustained increase in interest rates will also raise our funding costs, while reducing loan demand, especially among consumers. A considerable rise in interest rates may therefore require us to rebalance our assets and liabilities in order to minimize the risk of potential mismatches and maintain our profitability.

In addition, rising interest rate levels may adversely affect the Korean economy and the financial condition of our corporate and retail borrowers, including holders of our credit cards, which in turn may lead to a deterioration in our credit portfolio. Since most of our retail and corporate loans bear interest at rates that adjust periodically based on prevailing market rates, a sustained increase in interest rate levels will increase the interest costs of our retail and corporate borrowers and could adversely affect their ability to make payments on their outstanding loans.

Our funding is highly dependent on short-term deposits, which dependence may adversely affect our operations.

We meet a significant amount of our funding requirements through short-term funding sources, which consist primarily of customer deposits. As of December 31, 2005, approximately 91.7% of our deposits had maturities of one year or less or were payable on demand. In the past, a substantial proportion of our customer deposits have been rolled over upon maturity. We cannot guarantee, however, that depositors will continue to roll over their deposits in the future. In particular, we estimate that increases in our short-term deposits in prior years were attributable in large part to the lack of alternative investment opportunities for individuals and households in Korea, especially in light of the low interest rate environment and volatile stock market conditions. Accordingly, a substantial number of our short-term deposit customers may withdraw their funds or fail to roll over their deposits if higher-yielding investment opportunities emerge. In that event, our liquidity position could be adversely affected. We may also be required to seek more expensive sources of short-term and long-term funding to finance our operations.

We may be required to raise additional capital to maintain our capital adequacy ratios, which we may not be able to do on favorable terms or at all.

Pursuant to the capital adequacy requirements of the Financial Supervisory Commission, we are required to maintain a minimum Tier I capital adequacy ratio of 4.0% and a combined Tier I and Tier II capital adequacy ratio of 8.0%, on a consolidated Korean GAAP basis. Tier II capital is included in calculating the combined Tier I and Tier II capital adequacy ratio up to 100% of Tier I capital. As of December 31, 2005, our Tier I capital adequacy ratio was 9.67% and our combined Tier I and Tier II capital adequacy ratio was 12.95%, which exceeded the minimum levels required by the Financial Supervisory Commission. However, our capital base and capital adequacy ratio may deteriorate in the future if our results of operations or financial condition (or the results of operations or financial condition of Korea Exchange Bank after completion of our contemplated acquisition of a majority interest in that bank) deteriorates for any reason, including as a result of a deterioration in the asset quality of our retail loans (including credit card balances) and loans to small- and medium-sized enterprises, or if we are not able to deploy our funding into suitably low-risk assets.

If our capital adequacy ratio deteriorates, we may be required to obtain additional Tier I or Tier II capital in order to remain in compliance with the applicable capital adequacy requirements. We may not be able to obtain additional capital on favorable terms, or at all. Our ability to obtain additional capital at any time may be constrained to the extent that banks or other financial institutions in Korea or from other Asian countries are seeking to raise capital at the same time. To the extent that we fail to maintain our capital adequacy ratios in the future, Korean regulatory authorities may impose penalties on us ranging from a warning to suspension or revocation of our license. For a description of the capital adequacy requirements of the Financial Supervisory Commission, see “Item 5B. Liquidity and Capital Resources—Financial Condition—Capital Adequacy.”

We may face increased capital requirements under the new Basel Capital Accord.

In December 2004, the Financial Supervisory Service announced that it would implement the new Basel Capital Accord, referred to as Basel II, in Korea by the end of 2007. The implementation of Basel II will have a substantial effect on the way risk is measured among Korean financial institutions, including us. Building upon the initial Basel Capital Accord of 1988, which focused primarily on market risk and capital adequacy and asset soundness as measures of risk, Basel II expands this approach to contemplate additional areas of risk such as operational risk.

In addition, under Basel II, we are permitted to follow either a standardized approach or an internal ratings-based approach with respect to calculating credit risk capital requirements. We have voluntarily chosen to establish and follow an internal ratings-based approach, which is more risk-sensitive in assessing our credit risk capital requirements. While our initial quantitative impact studies show that implementation of an internal ratings-based approach may give rise to a modest increase in our capital adequacy, it is possible that our internal ratings-based approach may require an increase in our credit risk capital requirements, which may require us to either improve our asset quality or raise additional capital. Furthermore, we intend to adopt the advanced measurement process for our operational risk. The supervisory accreditation of our approach will not be determined until the second half of 2007, while more detailed and reliable analysis of the impact of Basel II on our capital will be available at the end of 2006. See “Item 5A. Operating Results—Overview—New Basel Capital Accord” and “Item 5B. Liquidity and Capital Resources—Financial Condition—Capital Adequacy.”

Risks relating to government regulation and policy

New loan loss provisioning guidelines implemented by the Financial Supervisory Commission may require us to increase our provisioning levels under Korean GAAP, which could adversely affect us.

In November 2004, the Financial Supervisory Commission announced that it will implement new loan loss provisioning guidelines, which we, along with other Korean banks, will be required to follow from the second half of 2006 in preparing financial statements under Korean GAAP. These guidelines include a new requirement that banks take into account “expected losses” with respect to credits in establishing their allowance for loan losses, instead of establishing such allowances based on the classification of credits under the current asset classification criteria. As a result, we will be required to establish and maintain allowance for loan losses under Korean GAAP based on an evaluation of “expected losses” on individual credits or credit portfolios.

Under the new guidelines, all Korean banks, including us, were required to establish systems to calculate their “historical losses” and “expected losses” during 2005. The Financial Supervisory Commission also announced that Korean banks could voluntarily comply with the new loan loss provisioning guidelines commencing in 2005. Specifically, in the second half of 2005, banks that have implemented a credible internal system for evaluating “historical losses” could establish their allowance for loan losses based on such historical losses, so long as the total allowance for loan losses established exceeds the levels required under the asset classification-based provisioning guidelines. Similarly, in the first half of 2006, banks that have implemented a credible system for evaluating “expected losses” could establish their allowance for loan losses based on such expected losses, so long as the total allowance established exceeds currently required levels. We voluntarily

complied with the new guidelines and implemented a system for evaluating “historical losses” in establishing our allowance for loan losses, which did not result in an increase in our provisions for loan losses under Korean GAAP in 2005. However, full compliance with the new guidelines, including with respect to the requirement to evaluate “expected losses,” commencing in the second half of 2006 may increase our provisions for loan losses under Korean GAAP compared to previously mandated levels. Any such increase in our provisions for loan losses could have an adverse effect on our reported results of operations and financial condition under Korean GAAP and our reported capital adequacy ratio, which may adversely affect the market price of our common stock and ADSs.

Furthermore, under a recent amendment to the Regulation on the Supervision of the Banking Business, Korean banks must establish allowances in respect of certain unused credit lines as of the date of settlement for such credit lines. See “Item 4B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Banks—Capital Adequacy and Allowances.”

Government regulation of retail lending, particularly mortgage and home equity lending, has recently become more stringent, which may adversely affect our retail banking operations.

In light of concerns regarding the potential risks of excessive retail lending, particularly mortgage and home equity lending, the Korean government has in recent years adopted more stringent regulations with respect to retail lending by Korean banks. The Financial Supervisory Commission increased the minimum loan loss reserve requirements applicable to retail loans with effect from May 2002. In addition, in an effort to curtail the growth in property speculation caused by increased levels of mortgage and home equity lending, the Financial Supervisory Commission and Financial Supervisory Service adopted measures during 2002 that reduced our ability to provide certain higher-risk mortgage and home equity loans and applied new, more stringent guidelines to mortgage and home equity lending by Korean banks.

Furthermore, in October 2003, the government advised Korean banks to limit their loans to a maximum of 40% of the value of the underlying real estate collateral, in the case of mortgage and home equity lending in areas where the average real estate price had increased substantially. See “Item 4B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Banks—Recent Regulations Relating to Retail Household Loans.” In addition, the Korean government announced the implementation of measures to stabilize the real estate market in October 2003, which included:

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building more residential apartments and houses;

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enforcing more stringent supervision of property speculation; and

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increasing the tax burden of those taxpayers who own real estate in excess of prescribed amounts.

The Korean government has also expressed a continuing commitment to stabilize the real estate market and willingness to implement additional measures, as necessary. For example, in 2004, 2005 and 2006, the Korean government has:

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raised the residential property tax applicable to residential properties in cases where such property represents the third or more residential property owned by a single individual;

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placed a ceiling on the sale price of newly constructed residential properties and, under certain circumstances, required developers to disclose the costs incurred in connection with the construction of such properties;

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amended the Urban and Residential Environment Improvement Act to require that at least 25% of any increased floor space resulting from the redevelopment of existing residential properties be devoted to the construction of rental residential properties;

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adopted more stringent guidelines that require financial institutions to impose debt-to-income limits on customers, in addition to the current loan-to-value ratio requirements, in connection with mortgage loans for real estate located in areas of wide-spread real property speculation; and

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issued unofficial guidance recommending that Korean banks further limit their mortgage and home equity lending.

These regulations and measures, as well as any similar regulations that the Korean government may adopt in the future, may have the effect of constraining the growth and profitability of our retail banking operations, especially in the area of mortgage and home equity lending. Furthermore, these regulations and measures may result in substantial future declines in real estate prices in Korea, which will reduce the value of the collateral securing our mortgage and home equity lending. See “—Other risks relating to our business—A decline in the value of the collateral securing our loans and our inability to realize full collateral value may adversely affect our credit portfolio.”

Government regulation of the credit card business has increased significantly in recent years, which may hurt our credit card operations.

Due to the rapid growth of the credit card market and rising consumer debt levels in Korea in recent years, the Korean government has heightened its regulatory oversight of the credit card industry. From mid-2002 through early 2003, the Ministry of Finance and Economy and the Financial Supervisory Commission adopted a variety of amendments to existing regulations governing the credit card industry. Among other things, these amendments increased minimum required provisioning levels applicable to credit card receivables, required the reduction in volumes for certain types of credit card loans, increased minimum capital ratios and allowed the imposition of new sanctions against credit card companies that failed to meet applicable requirements. The Financial Supervisory Commission and the Financial Supervisory Service also implemented a number of changes to the rules governing the evaluation and reporting of credit card balances, as well as procedures governing which persons may receive credit cards. For more details relating to these regulations, see “Item 4B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Banks—Credit Card Business.”

The government has also increased its enforcement activities with respect to the credit card industry in recent years. In March 2002, the Financial Supervisory Commission imposed sanctions, ranging from warnings and administrative fines to partial business suspensions, on substantially all Korean credit card issuers in respect of unlawful or unfair practices discovered in the course of its industry-wide inspection. In connection with these sanctions, Kookmin Credit Card was warned against, and fined (Won)50 million for, issuing cards to non-qualified minors and, in a number of instances, for issuing cards to applicants who unlawfully used another person’s name in their credit card operations.

In April 2002, the Korea Fair Trade Commission ordered four domestic-brand credit card companies to pay administrative fines in the aggregate amount of (Won)23.4 billion in connection with certain collusion and anti-competitive practices in fixing commission fees and credit card interest rates for cash advances, installment purchases and overdue accounts. Kookmin Credit Card was fined (Won)6.96 billion for anti-competitive behavior.

In light of the deteriorating liquidity position of a number of credit card companies in Korea, in March, September and October 2003, the Korean government announced measures intended to support the credit card industry. These included the relaxation or delay in the implementation of some of the new regulatory restrictions applicable to credit card companies, such as restrictions on cash advance fee rates and on the level of cash advance and card loan receivables as a percentage of total receivables. These relief measures, however, were temporary, and the overall effect of the Korean government’s recent regulatory initiatives has been to constrain the growth and increase the oversight of the credit card industry. For example, since October 2003, the Financial Supervisory Commission has:

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changed its standards for reporting credit card delinquency ratios to require the inclusion of restructured loans (with the exception of restructured loans with substantially improved repayment prospects, which may be excluded) in the calculation of such ratios; and

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assigned to each credit card company a target delinquency ratio to meet on a semi-annual basis until the end of 2006 and required each credit card company to enter into a memorandum of understanding with the Financial Supervisory Commission by the end of November 2003 with respect to each credit card company’s action plan to meet its assigned target delinquency ratio.

The Korean government may adopt further regulatory changes in the future that affect the credit card industry. Depending on their nature, such changes may adversely affect our credit card operations, by restricting its growth or scope, subjecting it to stricter requirements and potential sanctions or greater competition, constraining its profitability or otherwise. For more details regarding these enacted and proposed changes, see “Item 4B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Banks—Credit Card Business.”

The fee income that we receive from the Korean government for acting as one of the managers of the National Housing Fund may be reduced if the Korean government designates additional financial institutions as managers or lowers fund management fees.

The National Housing Fund is a government fund that provides housing loans to low-income households and construction loans to fund projects to build small-sized housing. From 1981 until 2001, Housing and Commercial Bank, or H&CB, solely managed the operations of the National Housing Fund and received a monthly management fee. We have managed the fund since our formation as a result of the merger between the former Kookmin Bank and H&CB. In 2005, we received total management fees of (Won)180 billion.

In January 2000, the relevant law that had specified H&CB as the institution that manages the National Housing Fund was amended to provide that the Ministry of Construction and Transportation is to designate the institution that will perform this function. In November 2002, the ministry designated two other financial institutions as managers, together with us, of the National Housing Fund with a view to diversifying its management. In February 2003, the ministry changed the basis of calculating fees related to the National Housing Fund and, in April 2004, implemented reductions to fees relating to bonds issued by the National Housing Fund. If the ministry decides to lower existing management fees or to designate additional institutions to manage the National Housing Fund, our fee income from managing it will be reduced compared to current levels, which in turn may have a further adverse effect on our results of operations.

Furthermore, in November 2003, the Ministry of Construction and Transportation strengthened existing regulations to provide for liability of managers of the National Housing Fund, where they have clear responsibility for non-performing National Housing Fund loans or where losses result due to their negligent management. As a result, we may in the future be required to reimburse the National Housing Fund for its losses, including those that relate to the deterioration of the credit quality of its loans, to the extent such losses are deemed to have resulted from our negligence in managing the fund.

The Korean government from time to time provides policy loans, which we may choose to accept, and may announce policies involving the participation of financial institutions, including us, in providing financial support for particular sectors.

The Korean government has in the past provided and may continue to provide policy loans, which encourage lending to particular types of borrowers. It has generally done this by identifying sectors of the economy it wishes to promote and making low-interest funding available to financial institutions that may voluntarily choose to lend to these sectors. The government has in this manner provided policy loans intended to promote low-income mortgage lending and lending to small- and medium-sized enterprises. All loans or credits we choose to make pursuant to these policy loans would be subject to review in accordance with our credit approval procedures. However, the availability of policy loans may influence us to lend to certain sectors or in a manner in which we otherwise would not in the absence of such loans from the government.

In the past, the Korean government has also announced policies under which financial institutions in Korea may voluntarily choose to provide financial support to particular sectors, including remedial programs for troubled corporate borrowers. For example, in light of the financial market instability in Korea resulting from the liquidity problems faced by credit card companies during the first quarter of 2003, the Korean government

announced temporary measures in April 2003 intended to provide liquidity support to credit card companies. These measures included, among other things, requesting banks and other financial institutions to agree to extend the maturity of debt securities of credit card companies that they held and to make contributions to mutual funds to enable them to purchase debt securities of credit card companies.

The Korean government may in the future request financial institutions in Korea, including us, to make investments in or provide other forms of financial support to particular sectors of the Korean economy as a matter of policy, which financial institutions, including us, may decide to accept. We may incur costs or losses as a result of providing such financial support.

Risks relating to Korea

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

Relations between Korea and North Korea have been tense throughout Korea’s modern history. The level of tension between the two Koreas has fluctuated and may increase or change abruptly as a result of current and future events, including ongoing contacts at the highest levels of the governments of Korea and North Korea. In December 2002, North Korea removed the seals and surveillance equipment from its Yongbyon nuclear power plant and evicted inspectors from the United Nations International Atomic Energy Agency. In January 2003, North Korea renounced its obligations under the Nuclear Non-Proliferation Treaty.

In August 2003, representatives of Korea, the United States, North Korea, China, Japan and Russia held multi-lateral talks in an effort to resolve issues relating to North Korea’s nuclear weapons program. While the talks concluded without resolution, participants in the August meeting indicated that further negotiations may take place in the future and, in February 2004, six-party talks resumed in Beijing, China. A third round of talks were held in June 2004 with an agreement to hold further talks in September, which were postponed. In February 2005, North Korea announced that it possessed nuclear weapons and pulled out of the six-party disarmament talks. A two-phased fourth round of six-party talks was held in Beijing, China during the summer and fall of 2005. In September 2005, North Korea agreed in principle to end its nuclear weapons program and the six participating nations signed a draft preliminary accord pursuant to which North Korea agreed to dismantle its existing nuclear weapons, abandon efforts to produce new weapons and readmit international inspectors to its nuclear facilities. Representatives of the six nations reconvened in Beijing in November 2005 for the first phase of the fifth-round of six-party talks, which concluded without further progress being made with respect to the implementation of the draft preliminary accord. The six-party talks have not made any substantial progress thereafter as a result of certain issues, including allegations that North Korea has been involved in counterfeiting, drug-trafficking and human rights abuses.

In addition, in October 2004, the United States and Korea agreed to a three-phase withdrawal of approximately one-third of the 37,500 troops stationed in Korea by the end of 2008. By the end of 2005, 8,000 U.S. troops departed Korea in the first and second phases of such withdrawal. According to the plan, the United States would remove 10,000 troops by the end of 2006. In the final phase, another 2,500 U.S. troops would be redeployed by the end of 2008.

Any further increase in tensions, which may occur, for example, if high-level contacts breakdown or military hostilities occur, could have a material adverse effect on our operations and the market value of our common stock and ADSs.

Unfavorable financial and economic developments in Korea may have an adverse effect on us.

We are incorporated in Korea, and substantially all of our operations are located in Korea. As a result, we are subject to political, economic, legal and regulatory risks specific to Korea. From early 1997 until 1999, Korea experienced a significant financial and economic downturn, from which it is widely believed the country has now recovered to a large extent.

The economic indicators in 2003, 2004 and 2005 have shown mixed signs of recovery and uncertainty, and future recovery or growth of the economy is subject to many factors beyond our control. Recent developments in the Middle East, including the war in Iraq and its aftermath, higher oil prices, the general weakness of the global economy and the possibility of an outbreak of avian flu in Asia and other parts of the world have increased the uncertainty of global economic prospects in general and may continue to adversely affect the Korean economy for some time. Any future deterioration of the Korean or global economy could adversely affect our financial condition and results of operations.

Developments that could hurt Korea’s economy in the future include:

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financial problems relating to chaebols, or their suppliers, and their potential adverse impact on the Korean economy, including as a result of recent investigations relating to unlawful political contributions by chaebols;

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failure or lack of progress in restructuring of chaebols, the financial industry, including credit card companies, and other large troubled companies;

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loss of investor confidence arising from corporate accounting irregularities and corporate governance issues at certain chaebols;

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a slowdown in consumer spending and the overall economy;

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increasing delinquencies and credit defaults by retail and small- and medium-sized enterprise borrowers;

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adverse changes or volatility in foreign currency reserve levels, commodity prices (including a further increase in oil prices), exchange rates (including fluctuation of the U.S. dollar or Japanese yen exchange rates or revaluation of the Chinese renminbi), interest rates and stock markets;

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

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adverse developments in the economies of countries that are important export markets for Korea, such as the United States, Japan and China, or in emerging market economies in Asia or elsewhere that could result in a loss of confidence in the Korean economy;

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the continued emergence of China, to the extent its benefits (such as increased exports to China) are outweighed by its costs (such as competition in export markets or for foreign investment and the relocation of the manufacturing base from Korea to China);

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social and labor unrest;

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a decrease in tax revenues and a substantial increase in the Korean government’s expenditures for unemployment compensation and other social programs that, together, would lead to an increased government budget deficit;

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

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the recurrence of SARS or an outbreak of avian flu in Asia and other parts of the world;

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deterioration in economic or diplomatic relations between Korea and its trading partners or allies, including such deterioration resulting from trade disputes or disagreements in foreign policy;

•

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

•

hostilities involving oil producing countries in the Middle East and any material disruption in the supply of oil or increase in the price of oil resulting from those hostilities; and

•

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

Ongoing significant reforms and changes to the regulatory framework for the Korean financial industry could adversely affect our results of operations.

The legal and regulatory framework for the Korean financial industry is undergoing significant reforms and changes. For example, in the past the Korean government regulated, among other things, lending rates and deposit rates for banks. Regulations also dictated the extent of competition by restricting new entrants and the growth of existing financial institutions, including the opening of new branches. Ongoing regulatory reforms have removed all controls on lending rates and deposit rates (except for the prohibition on interest payments on current account deposits) and have relaxed barriers to entry, including by foreign financial institutions, leading to increased competition. Further liberalization of the financial services industry in Korea could result from the conclusion of a free trade agreement between Korea and the United States, negotiations in respect of which are scheduled to commence in the second half of 2006. At the same time, the Korean government has revised its regulations in recent years to impose stricter regulatory standards and oversight on Korean financial institutions, as part of its efforts to modernize the industry and to address specific social and economic issues. Most recently, the Korean government has revised the regulations relating to credit cards and household lending as part of its effort to control the potential risks of excessive consumer lending. Continuing regulatory changes in the financial industry will require us to modify our business operations and may adversely affect our results of operations.

Labor unrest in Korea may adversely affect our operations.

Any future economic downturn in Korea or an increase in corporate reorganizations and bankruptcies could result in layoffs and higher unemployment. Such developments could lead to social unrest and substantially increase government expenditures for unemployment compensation and other costs for social programs. According to statistics from the Korea National Statistics Office, the unemployment rate generally decreased from 4.1% in 2000 to 3.1% in 2002, but increased to 3.4% in 2003 and 3.5% in 2004 and 2005. A continued increase in unemployment and any resulting labor unrest in the future could adversely affect our operations, as well as the operations of many of our customers and their ability to repay their loans, and could adversely affect the financial condition of Korean companies in general, depressing the price of their securities. These developments would likely have an adverse effect on our financial condition and results of operations.

Financial instability in other countries, particularly emerging market countries in Asia, could adversely impact our business and cause the price of the ADSs to go down.

The Korean market and the Korean economy are influenced by economic and market conditions in other countries, particularly emerging market countries in Asia, including China. Financial turmoil in Asia, Russia and elsewhere in the world in recent years has adversely affected the Korean economy. Although economic conditions are different in each country, investors’ reactions to developments in one country can have adverse effects on the securities of companies in other countries, including Korea. A loss of investor confidence in the financial systems of emerging and other markets may cause increased volatility in Korean financial markets. Furthermore, in December 2003, we invested approximately 121 million Singapore dollars for an approximately 25% interest in Sorak Financial Holdings, which acquired an approximately 57% interest in Bank Internasional Indonesia, and we may make similar investments outside Korea in the future. In addition, if consummated, our acquisition of a majority interest in Korea Exchange Bank, which has significant overseas operations, will increase our exposure on a consolidated basis to economic conditions in other countries. We cannot be certain that financial events of the type that occurred in emerging markets in Asia in 1997 and 1998 will not happen again in Asia or in other markets in which we may invest, or that such events will not have an adverse effect on our business or the price of our common stock and ADSs.

Risks relating to our common stock and ADSs

Ownership of our common stock is restricted under Korean law.

Under Korean law, a single stockholder, together with its affiliates, is generally prohibited from owning more than 10.0% of the outstanding shares of voting stock of a nationwide bank such as us, with the exception of

certain stockholders that are non-financial group companies, whose applicable limit is 4.0%. The Korean government, the Korea Deposit Insurance Corporation and bank holding companies are exempt from this limit, and investors may also exceed the 10.0% limit upon filing a report with, or approval by, the Financial Supervisory Commission. See “Item 4B. Business Overview—Supervision and Regulation—Principal Regulations Applicable to Banks—Restrictions on Bank Ownership.” To the extent that the total number of shares of our common stock (including those represented by ADSs) that a holder and its affiliates own together exceeds that limit, that holder will not be entitled to exercise the voting rights for the excess shares, and the Financial Supervisory Commission may order that holder to dispose of the excess shares within a period of up to six months. Failure to comply with such an order would result in an administrative fine of up to 0.03% of the book value of such shares per day until the date of disposal.

A holder of our ADSs may not be able to exercise dissent and appraisal rights unless it has withdrawn the underlying shares of our common stock and become our direct stockholder.

In some limited circumstances, including the transfer of the whole or any significant part of our business and the merger or consolidation of us with another company, dissenting stockholders have the right to require us to purchase their shares under Korean law. However, holders of our ADSs will not be able to exercise such dissent and appraisal rights if the depositary refuses to do so on their behalf. Our deposit agreement does not require the depositary to take any action in respect of exercising dissent and appraisal rights. In such a situation, holders of our ADSs must withdraw the underlying common stock from the ADS facility (and incur charges relating to that withdrawal) and become our direct stockholder prior to the record date of the stockholders’ meeting at which the relevant transaction is to be approved, in order to exercise dissent and appraisal rights.

A holder of our ADSs may be limited in its ability to deposit or withdraw common stock.

Under the terms of our deposit agreement, holders of common stock may deposit such stock with the depositary’s custodian in Korea and obtain ADSs, and holders of ADSs may surrender ADSs to the depositary and receive common stock. However, to the extent that a deposit of common stock exceeds the difference between:

(1)

the aggregate number of common shares we have deposited or we have consented to allow to be deposited for the issuance of ADSs (including deposits in connection with offerings of ADSs and stock dividends or other distributions relating to ADSs); and

(2)

the number of shares of common stock on deposit with the custodian for the benefit of the depositary at the time of such proposed deposit,

such common stock will not be accepted for deposit unless

(A)

our consent with respect to such deposit has been obtained; or

(B)

such consent is no longer required under Korean laws and regulations.

Under the terms of the deposit agreement, no consent is required if the shares of common stock are obtained through a dividend, free distribution, rights offering or reclassification of such stock. We have consented, under the terms of the deposit agreement, to any deposit to the extent that, after the deposit, the number of deposited shares does not exceed 115,840,996 shares or any other number of shares we determine from time to time, unless the deposit would be prohibited by applicable laws or violate our articles of incorporation. We might not consent to the deposit of any additional common stock. As a result, if a holder surrenders ADSs and withdraws common stock, it may not be able to deposit the stock again to obtain ADSs.

A holder of our ADSs will not have preemptive rights in some circumstances.

The Korean Commercial Code of 1962, as amended, and our articles of incorporation require us, with some exceptions, to offer stockholders the right to subscribe for new shares of our common stock in proportion to their

existing shareholding ratio whenever new shares are issued. If we offer any rights to subscribe for additional shares of our common stock or any rights of any other nature, the depositary, after consultation with us, may make the rights available to holders of our ADSs or use reasonable efforts to dispose of the rights on behalf of such holders and make the net proceeds available to such holders. The depositary, however, is not required to make available to holders any rights to purchase any additional shares of our common stock unless it deems that doing so is lawful and feasible and:

•

a registration statement filed by us under the U.S. Securities Act of 1933, as amended, is in effect with respect to those shares; or

•

the offering and sale of those shares is exempt from or is not subject to the registration requirements of the Securities Act.

Similarly, holders of our common stock located in the United States may not exercise any such rights they receive absent registration or an exemption from the registration requirements under the Securities Act.

We are under no obligation to file any registration statement with the U.S. Securities and Exchange Commission or to endeavor to cause such a registration statement to be declared effective. Moreover, we may not be able to establish an exemption from registration under the Securities Act. Accordingly, a holder of our ADSs may be unable to participate in our rights offerings and may experience dilution in its holdings. If a registration statement is required for a holder of our ADSs to exercise preemptive rights but is not filed by us or is not declared effective, the holder will not be able to exercise its preemptive rights for additional ADSs and it will suffer dilution of its equity interest in us. If the depositary is unable to sell rights that are not exercised or not distributed or if the sale is not lawful or feasible, it will allow the rights to lapse, in which case the holder will receive no value for these rights.

Dividend payments and the amount a holder of our ADSs may realize upon a sale of its ADSs will be affected by fluctuations in the exchange rate between the U.S. dollar and the Won.

Our common stock is listed on the Stock Market Division of the Korea Exchange and quoted and traded in Won. Cash dividends, if any, in respect of the shares represented by the ADSs will be paid to the depositary in Won and then converted by the depositary into U.S. dollars, subject to certain conditions. Accordingly, fluctuations in the exchange rate between the Won and the U.S. dollar will affect, among other things, the amounts a holder of our ADSs will receive from the depositary in respect of dividends, the U.S. dollar value of the proceeds that it would receive upon sale in Korea of the shares of our common stock obtained upon surrender of ADSs and the secondary market price of ADSs. Such fluctuations will also affect the U.S. dollar value of dividends and sales proceeds received by holders of our common stock.

The market value of an investment in our ADSs may fluctuate due to the volatility of the Korean securities market.

Our common stock is listed on the Stock Market Division of the Korea Exchange, which has a smaller market capitalization and is more volatile than the securities markets in the United States and many European countries. The market value of ADSs may fluctuate in response to the fluctuation of the trading price of shares of our common stock on the Stock Market Division of the Korea Exchange. The Stock Market Division of the Korea Exchange has experienced substantial fluctuations in the prices and volumes of sales of listed securities and the Stock Market Division of the Korea Exchange has prescribed a fixed range in which share prices are permitted to move on a daily basis. In the past decade, the Korea Composite Stock Price Index, known as the “KOSPI,” reached a peak of 1,138.75 in 1994 and subsequently fell to a low of 280.00 in 1998. On April 17, 2000, the KOSPI experienced a 93.17 point drop, which represented the single largest decrease in the history of the KOSPI. On June 26, 2006, the KOSPI closed at 1,238.05. Like other securities markets, including those in developed markets, the Korean securities market has experienced problems including market manipulation,

insider trading and settlement failures. The recurrence of these or similar problems could have a material adverse effect on the market price and liquidity of the securities of Korean companies, including our common stock and ADSs, in both the domestic and the international markets.

The Korean government has the potential ability to exert substantial influence over many aspects of the private sector business community, and in the past has exerted that influence from time to time. For example, the Korean government has promoted mergers to reduce what it considers excess capacity in a particular industry and has also encouraged private companies to publicly offer their securities. Similar actions in the future could have the effect of depressing or boosting the Korean securities market, whether or not intended to do so. Accordingly, actions by the government, or the perception that such actions are taking place, may take place or has ceased, may cause sudden movements in the market prices of the securities of Korean companies in the future, which may affect the market price and liquidity of our common stock and ADSs.

If the Korean government deems that emergency circumstances are likely to occur, it may restrict holders of our ADSs and the depositary from converting and remitting dividends and other amounts in U.S. dollars.

If the Korean government deems that certain emergency circumstances, including, but not limited to, severe and sudden changes in domestic or overseas economic circumstances, extreme difficulty in stabilizing the balance of payments or implementing currency exchange rate and other macroeconomic policies, have occurred or are likely to occur, it may impose certain restrictions provided for under the Foreign Exchange Transaction Law, including the suspension of payments or requiring prior approval from governmental authorities for any transaction. See “Item 10D. Exchange Controls—General.”

Other Risks

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

We are a corporation with limited liability organized under the laws of Korea. Substantially all of our directors and officers and other persons named in this document reside in Korea, and all or a significant portion of the assets of our directors and officers and other persons named in this document and substantially all of our assets are located in Korea. As a result, it may not be possible for holders of our ADSs to effect service of process within the United States, or to enforce against them or us in the United States judgments obtained in United States courts based on the civil liability provisions of the federal securities laws of the United States. There is doubt as to the enforceability in Korea, either in original actions or in actions for enforcement of judgments of United States courts, of civil liabilities predicated on the United States federal securities laws.

Item 4.

INFORMATION ON THE COMPANY

Item 4A.

History and Development of the Company

Our legal and commercial name is Kookmin Bank. Our registered office and principal executive offices are located at 9-1, 2-ga, Namdaemoon-ro, Jung-gu, Seoul, Korea 100-703. Our telephone number is 822-2073-8341. Our agent in the United States, Kookmin Bank, New York Branch, is located at 565 Fifth Avenue, 24th Floor, New York, NY 10017. Its telephone number is (212) 697-6100.

History of the Former Kookmin Bank

The former Kookmin Bank was established by the Korean government in 1963 under its original name of Citizens National Bank under the Citizens National Bank Act of Korea with majority government ownership. Under this Act, we were limited to providing banking services to the general public and to small- and medium-sized enterprises. See “Item 4B. Business Overview—Corporate Banking—Small- and Medium-sized Enterprise Banking” for an exact definition of small- and medium-sized enterprises. In September 1994, we completed our initial public offering in Korea and listed our shares on the Stock Market Division of the Korea Exchange.

In January 1995, the Citizens National Bank Act of Korea was repealed and replaced by the Repeal Act of the Citizens National Bank Act. Our status was changed from a specialized bank to a nationwide commercial bank and in February 1995, we changed our name to Kookmin Bank. The Repeal Act allowed us to engage in lending to large businesses. Following the repeal, however, under our articles of incorporation at that time, only up to 20% of our total Won-currency loans outstanding was allowed to be made to large businesses. Currently, under our articles of incorporation, financial services to individuals and small- and medium-sized enterprises (including mortgage lending) are required to be equal to or more than 60% of the total amount of our loans denominated in Won.

In June 1998, we acquired certain assets, including loans the majority of which were considered performing as of the purchase date, and assumed most of the liabilities of DaeDong Bank, pursuant to a directive from the Financial Supervisory Commission in connection with a government program to support the deteriorating financial sector in Korea. We assumed 519 out of 1,740 employees and 49 out of 108 branches of DaeDong Bank. As of the date of the acquisition, there was a net shortfall of (Won)1,687 billion between the value of the assets we acquired and the value of the liabilities we assumed. We received cash and debt securities issued by the Korea Deposit Insurance Corporation and the Korea Asset Management Corporation in connection with the acquisition.

In December 1998, we merged with the Korea Long Term Credit Bank, which focused on providing large corporate banking services. Through this acquisition, we were able to selectively expand our large corporate business, while continuing to concentrate on the retail sector. This expansion resulted in increased product and service offerings, including wholesale deposits, corporate overdraft facilities, bills and receivables discounting, export/import financing, payment remittances, foreign exchange transactions, standby letters of credit and guarantees and acceptances.

In June 1999, Goldman Sachs Capital Koryo, L.P., a fund managed by The Goldman Sachs Group, Inc., acquired (through its wholly owned subsidiaries Goldman Sachs Capital Chosun, Ltd. and Goldman Sachs Capital Shilla, Ltd.) an interest in the former Kookmin Bank as a result of an investment of US$500 million in new common shares and convertible bonds, consisting of (Won)360 billion of new common shares (17,768,870 common shares at (Won)20,260 per share, as adjusted for the merger ratio of 1.688346:1) and US$200 million principal amount of subordinated convertible bonds with an original conversion price of (Won)14,200 per common share. Goldman Sachs Capital Koryo subsequently sold substantially all of the shares of our common stock it owned (including common stock obtained upon conversion of the convertible bonds) in June 2002 and November 2003.

History of H&CB

H&CB was established by the Korean government in 1967 under the name Korea Housing Finance Corporation. In 1969, Korea Housing Finance Corporation became the Korea Housing Bank pursuant to the Korea Housing Bank Act. H&CB was originally established to provide low and middle income households with long-term, low-interest mortgages in order to help them purchase their own homes, and to promote the increase of housing supply in Korea by providing low-interest housing loans to construction companies. Under the Korea Housing Bank Act, up to 20% of H&CB’s lending (excluding lending pursuant to government programs) could be non-mortgage lending. Until 1997 when the Korea Housing Bank Act was repealed, H&CB was the only entity in Korea allowed to provide mortgage loans with a term of longer than ten years. H&CB also had the exclusive ability to offer housing-related deposit accounts offering preferential rights to subscribe for newly-built apartments.

In June 1998, H&CB acquired certain assets, including loans the majority of which were considered performing as of the purchase date, and assumed most of the liabilities of DongNam Bank, pursuant to a directive from the Financial Supervisory Commission in connection with a government program to support the

deteriorating financial sector in Korea. H&CB assumed 650 out of 1,661 employees and 49 out of 116 branches of DongNam Bank. As of the date of the DongNam Bank acquisition, there was a net shortfall of (Won)1,453 billion between the value of the assets it acquired and the value of the liabilities it assumed. As in the case of the former Kookmin Bank, H&CB received cash and debt securities issued by the Korea Deposit Insurance Corporation and the Korea Asset Management Corporation in connection with the acquisition. The acquisition of DongNam Bank strengthened H&CB’s business presence in the southeastern region of Korea where DongNam Bank was based.

In July 1999, H&CB entered into an investment agreement with certain affiliates of the ING Groep N.V., a leading global financial services group. Through ING Insurance International B.V. and ING International Financial Holdings, ING Groep N.V. invested (Won)332 billion to acquire 9,914,777 new common shares of H&CB representing 9.99999% of H&CB’s outstanding common shares. As of December 31, 2005, ING Groep N.V. beneficially owned 4.06% of our outstanding common stock.

In December 2002, we formally extended our strategic alliance agreement with ING Bank N.V., replacing its prior investment agreement with H&CB. In August 2003, our board approved and ratified an amended and restated strategic alliance agreement with ING Groep N.V. As a result:

•

the exclusive alliance with respect to our bancassurance business was revised to a non-exclusive, commercial relationship-based alliance;

•

ING Groep N.V. is required to maintain beneficial ownership of no less than 12,716,691 shares of our common stock, subject to adjustment for any share consolidations or share splits or, in the event of a merger with another entity, as adjusted accordingly pursuant to the merger ratio for the merger; and

•

each party agreed to maintain its level of investment in ING Life Insurance Company, Korea Ltd. (which is currently 20% owned by us and 80% owned by ING Insurance International B.V.) and KB Asset Management Co., Ltd. (which is currently 80% owned by us and 20% by ING Insurance International B.V.) until August 29, 2006.

For more details regarding our relationship with ING Groep N.V., see “Item 4B. Business Overview—Other Businesses—Bancassurance,” “Item 7B. Related Party Transactions” and “Item 10C. Material Contracts.”

The Merger of the Former Kookmin Bank and H&CB

In November 2000, the former Kookmin Bank and H&CB entered into discussions regarding a possible merger. On December 22, 2000, the two banks entered into a memorandum of understanding regarding the merger. The proposed merger was publicly announced in Korea on that date. On April 23, 2001, the two banks executed a merger agreement approved by their respective boards of directors. The merger was structured as a merger of the two banks into a new entity in order to ensure that the transaction was properly understood by the security holders and customers of the two banks, as well as their employees, as a merger of equals rather than an absorption by one bank of the other. Under U.S. GAAP, however, the former Kookmin Bank was deemed the accounting acquiror of H&CB in the merger. We accounted for the acquisition using the purchase method of accounting.

On September 29, 2001, the merger proposal was approved by the stockholders of both banks at extraordinary general meetings called for that purpose. The merger became effective on November 1, 2001. This merger resulted in Kookmin Bank becoming the largest commercial bank in Korea. Our ADSs were listed on the New York Stock Exchange on November 1, 2001 and our common shares were listed on the Stock Market Division of the Korea Exchange on November 9, 2001. As of October 31, 2001, H&CB’s total assets were (Won)67,399 billion, its total deposits were (Won)51,456 billion, its total liabilities were (Won)64,537 billion and it had stockholders’ equity of (Won)2,849 billion. As required by U.S. GAAP, we recognized H&CB’s total assets and liabilities at their estimated fair values of (Won)68,347 billion and (Won)64,858 billion, respectively. These amounts reflect the recognition of (Won)544 billion of negative goodwill, which was allocated to the fixed assets, core deposit intangible assets and credit card relationship intangible assets assumed.

At the time of the merger, we issued 179,775,233 shares of our common stock to holders of former Kookmin Bank shares and 119,922,229 shares of our common stock to holders of former H&CB shares. The merger ratio was such that holders of former Kookmin Bank common stock received one of our shares for every 1.688346 shares of former Kookmin Bank they owned, and holders of H&CB common stock received one of our shares for every share of H&CB common stock they owned.

In December 2003, the Korean government sold all of our common stock it held to us, through an auction process in which we were chosen as the winning bidder. We subsequently sold all of these shares in an over-the-counter transaction in June 2005.

The Merger with Kookmin Credit Card

On May 30, 2003, we entered into a merger agreement with Kookmin Credit Card, previously a 75% owned and consolidated subsidiary. On July 23, 2003, our board approved the merger with Kookmin Credit Card and on September 5, 2003, the merger was approved by the shareholders of Kookmin Credit Card. On September 30, 2003, we merged with Kookmin Credit Card.

The merger was effected by the issuance of 8,120,431 shares of our common stock, and the former minority shareholders of Kookmin Credit Card received 0.442983 shares of our common stock for every one share of Kookmin Credit Card common stock that they owned and cash instead of fractional shares that they would have otherwise been entitled to receive in the merger. Immediately following the merger, former shareholders of Kookmin Credit Card common stock, other than us, owned approximately 2.4% of our outstanding common stock. The acquisition of minority interest was accounted for under the purchase method of accounting, and we stepped up the assets and liabilities acquired to their fair values at the date of acquisition. The excess of fair value of purchase consideration over the fair value of net assets acquired was recognized as goodwill.

The goals of this merger were to:

•

alleviate the difficulties that Kookmin Credit Card was experiencing with respect to its liquidity and capital adequacy;

•

maximize management efficiency and further enhance our credit card business;

•

assist us in developing a leading credit card business in Korea;

•

enable us to effectively cross-sell our financial products by integrating our database; and

•

develop and launch products and services that integrated our credit card and banking businesses.

The Contemplated Acquisition of Korea Exchange Bank

On May 19, 2006, we entered into a share purchase agreement with an affiliate of the Lone Star funds, and subsequently entered into a similar agreement with KEXIM, for the purchase of an aggregate of 457,064,387 shares of common stock of Korea Exchange Bank, representing 70.9% of Korea Exchange Bank’s issued and outstanding shares of common stock. The aggregate purchase price we have agreed to pay for such shares is (Won)6,947 billion, or (Won)15,200 per share. The completion of our contemplated acquisition of a majority interest in Korea Exchange Bank is subject to a number of conditions, including the obtaining of all regulatory approvals necessary for the consummation of transaction. In addition, the share purchase arrangements among us, the Lone Star fund affiliate and KEXIM are subject to termination by mutual agreement or by a party upon default by another party or if the transaction is not completed within 120 days of May 19, 2006. Accordingly, there is no guarantee that we will be able to complete our acquisition of a majority interest in Korea Exchange Bank as planned or at all.

securities and, if necessary, arrangements whereby co-investors will purchase a portion of the common shares of Korea Exchange Bank being sold. Even if such co-investment arrangements are entered into, we anticipate that we will retain substantially all of the economic risks of the investment in the common shares of Korea Exchange Bank being sold. While our management believes that the long-term benefits of the contemplated acquisition of Korea Exchange Bank to our business will outweigh the overall costs of such acquisition, including financing costs, there is no guarantee that this will be the case.

If we are able to complete our acquisition of a majority interest in Korea Exchange Bank, it is likely that we will decide to merge with Korea Exchange Bank in the future, although the structure and timing of any such merger remains uncertain. See “Item 3D. Risk Factors—Risks relating to our Strategy—We may fail to realize the anticipated benefits of our contemplated acquisition of a majority interest in Korea Exchange Bank and any subsequent merger between us and Korea Exchange Bank.”

Overview of Korea Exchange Bank’s Business

Korea Exchange Bank was established in 1967, pursuant to the Korea Exchange Bank Act, as a wholly government-owned bank specializing in the foreign exchange and international trade finance businesses. Korea Exchange Bank was the only Korean bank to offer trade financing and foreign exchange services until 1977. Following the loss of its monopoly in trade financing and foreign exchange, Korea Exchange Bank expanded and diversified its activities to include a full range of commercial banking services, both through the expansion of its branch network, as well as the diversification of its customer base and financial product and service offerings. Korea Exchange Bank was privatized in 1989 with the repeal of the Korea Exchange Bank Act, and its shares were first offered for public ownership in 1991. Its common stock has been listed on the Stock Market Division of the Korea Exchange since 1994.

In October 2003, the Lone Star funds acquired a 51% interest in Korea Exchange Bank through the purchase by Lone Star’s subsidiary, LSF-KEB Holdings, of (i) 268,750,000 shares of newly issued common stock of Korea Exchange Bank at (Won)4,000 per share, and (ii) 26,235,923 shares of common stock of Korea Exchange Bank and 30,865,792 shares of preferred stock of Korea Exchange Bank from Commerzbank and KEXIM, respectively, at (Won)5,400 per share.

Korea Exchange Bank is a nationwide commercial bank in Korea with consolidated total assets of (Won)66,584 billion and consolidated total shareholders’ equity of (Won)5,683 billion, under Korean GAAP, as of December 31, 2005. As of that date, Korea Exchange Bank had a total loan portfolio of (Won)42,885 billion and a securities portfolio of (Won)13,339 billion, and managed customer deposits of (Won)40,738 billion, on a consolidated basis, under Korean GAAP. As a full-service financial institution, Korea Exchange Bank operates an extensive banking network consisting of 317 domestic branches and sub-branches, as well as 18 international branches and sub-branches, 2 overseas representative offices and 9 overseas subsidiaries located in 22 countries outside of Korea. Korea Exchange Bank also operates over 1,607 ATMs throughout Korea and offers Internet and telephone banking services. Through this global network, Korea Exchange Bank serves Korean corporate and retail customers with a full complement of banking and financial services. Korea Exchange Bank holds a strong market position in the business segments where Korea Exchange Bank has historically maintained competitive strengths, including in foreign exchange and trade finance transactions. As of December 31, 2005, Korea Exchange Bank had 5,301 regular staff members.

Summary Financial Information of Korea Exchange Bank

The summary consolidated financial data set forth below have been derived from Korea Exchange Bank’s audited consolidated financial statements as of and for the years ended December 31, 2003, 2004 and 2005. Korea Exchange Bank’s consolidated financial statements have been prepared in accordance with Korean GAAP

and, where applicable, accounting and reporting guidelines under the Korean accounting standards applicable to the banking industry, which differ in certain material respects from U.S. GAAP. Trust accounts on which Korea Exchange Bank guarantees a fixed rate of return and/or the repayment of principal are included in Korea Exchange Bank’s consolidated financial statements.

Consolidated income statement data


	Year ended December 31,
	2003			2004			2005			2005⁽¹⁾
	(in billions of Won)									(in millions of US$)
Interest income⁽²⁾	(Won)	3,506		(Won)	3,552		(Won)	3,441		US$	3,407
Interest expense		1,986			1,778			1,561			1,546
Net interest income before provisions		1,520			1,774			1,880			1,861
Non-interest operating income⁽³⁾		2,837			3,344			3,299			3,266
Non-interest operating expenses⁽⁴⁾		1,882			2,803			3,015			2,984
Net non-interest operating income (loss)		955			541			284			282
Total income⁽⁵⁾		2,475			2,315			2,164			2,143
General and administrative expenses		909			954			1,086			1,076
Net operating income (loss) before provisions		1,566			1,361			1,078			1,067
Provisions for credit losses		2,866			1,001			44			43
Net operating income (loss) after provisions		(1,300	)		360			1,034			1,024
Non-operating income		390			435			770			762
Non-operating expenses		394			293			167			165
Net non-operating income (loss)		(4	)		142			603			597
Ordinary income (loss)		(1,304	)		502			1,637			1,621
Extraordinary income		13			18			17			17
Extraordinary loss		8			—			—			—
Net extraordinary income (loss)		5			18			17			17
Earnings (losses) before income taxes		(1,299	)		520			1,654			1,638
Income tax expense (benefit)		16			21			(281	)		(278	)
Net earnings (losses) before minority interest		(1,315	)		499			1,935			1,916
Minority interest in losses of consolidated subsidiaries		(447	)		(28	)		1			1

Net earnings (losses)	(Won)	(868	)	(Won)	527		(Won)	1,934		US$	1,915

⁽¹⁾	Won amounts are expressed in U.S. dollars at the rate of (Won)1,010.0 to US$1.00, the noon buying rate in effect on December 30, 2005 as quoted by the Federal Reserve Bank of New York in the United States.

⁽²⁾

Commencing with the year ended December 31, 2005, interest on credit card loans and credit card installment purchases, merchant fees, and commission on cash advances and credit card installment purchases have been reclassified from non-interest income to interest income. Amounts for 2003 and 2004 have not been restated in Korea Exchange Bank’s financial statements for 2003 and 2004 in accordance with these reclassifications.

⁽³⁾	Includes trust fees and commissions and income from derivatives trading and foreign exchange.

⁽⁴⁾	Excluding provisions for credit losses and general and administrative expenses. Includes principally losses on derivatives trading and foreign exchange and commission expenses.

⁽⁵⁾	Represents net operating income (loss) before general and administrative expenses and provisions for credit losses.

Consolidated balance sheet data


	As of December 31,
	2003			2004			2005		2005⁽¹⁾
	(in billions of Won)								(in millions of US$)
Assets
Cash and due from banks	(Won)	4,838		(Won)	2,789		(Won)	3,123	US$	3,092
Trading securities		1,048			1,758			1,869		1,850
Investment securities⁽²⁾		12,543			11,226			11,470		11,357
Available-for-sale securities		11,314			9,712			9,133		9,043
Held-to-maturity securities		888			1,488			2,327		2,304
Investment in associates		341			26			10		10
Loans, net of allowances for loan losses and less net deferred loan fees and costs⁽³⁾		43,034			41,169			42,886		42,461
Fixed assets, less accumulated depreciation		960			947			973		964
Other assets⁽⁴⁾		4,133			5,241			6,263		6,201

Total assets	(Won)	66,556		(Won)	63,130		(Won)	66,584	US$	65,925

Liabilities
Deposits	(Won)	45,568		(Won)	41,257		(Won)	40,738	US$	40,335
Borrowings		6,848			6,151			6,757		6,690
Debentures, net of discounts		6,354			6,567			5,979		5,920
Other liabilities⁽⁵⁾		5,543			6,202			7,427		7,353

Total liabilities		64,313			60,177			60,901		60,298

Shareholders’ equity
Common stock		3,065			3,225			3,224		3,192
Preferred stock		130			—			—		—
Capital surplus		157			—			—		—
Accumulated deficit		(1,037	)		(567	)		1,359		1,346
Capital adjustments		(99	)		287			1,099		1,088
Minority interests in consolidated subsidiaries		27			8			1		1

Total shareholders’ equity		2,243			2,953			5,683		5,627

Total liabilities and shareholders’ equity	(Won)	66,556		(Won)	63,130		(Won)	66,584	US$	65,925

⁽¹⁾	Won amounts are expressed in U.S. dollars at the rate of (Won)1,010.0 to US$1.00, the noon buying rate in effect on December 30, 2005 as quoted by the Federal Reserve Bank of New York in the United States.

⁽²⁾	The method for valuing securities used by Korean banks for financial statement purposes has changed several times in recent years.

⁽³⁾

Allowance for loan losses amounted to (Won)2,442 billion as of December 31, 2003, (Won)913 billion as of December 31, 2004 and (Won)598 billion as of December 31, 2005. Net deferred loan fees and costs amounted to (Won)1 billion as of December 31, 2004 and (Won)3 billion as of December 31, 2005. Korea Exchange Bank had no such fees or costs as of December 31, 2003.

⁽⁴⁾	Includes accounts receivable, derivative instrument assets, guarantee deposits, accrued interest, deferred tax assets, deferred tax assets and other assets.

⁽⁵⁾	Includes accounts payable, derivative instrument liabilities, accrued expenses, agency receipt liabilities, borrowings from trust accounts, foreign exchange remittance pending and other liabilities.

Item 4B.

Business Overview

Business

We are the largest commercial bank in Korea. As of December 31, 2005, we had total assets of (Won)178,508 billion and total deposits of (Won)125,699 billion. On the asset side, we provide credit and related financial services to individuals and small- and medium-sized enterprises and, to a lesser extent, to large corporate customers. On the deposit side, we provide a full range of deposit products and related services to both individuals and enterprises of all sizes.

By their nature, our core consumer and small- and medium-sized enterprise operations place a high premium on customer access and convenience. Our combined network of 1,097 branches as of December 31, 2005, the most extensive in Korea, provides a solid foundation for our business and is a major source of our competitive strength. This network provides us with a large, stable and cost effective funding source, enables us to provide our customers convenient access and gives us the ability to provide the customer attention and service essential to conducting our business, particularly in an increasingly competitive environment. Our branch network is further enhanced by automated banking machines and fixed-line, mobile telephone and Internet banking. As of December 31, 2005, we had a customer base of over 25 million retail customers, which represented approximately one-half of the Korean population. Of the population in Korea between the ages of 20 and 40, approximately two-thirds have accounts with us. As of December 31, 2005, we also had over 148,000 small- and medium-sized enterprise customers.

The following table sets forth the principal components of our lending business as of the dates indicated. As of December 31, 2005 retail loans, credit card loans and credit card receivables accounted for 65.7% of our total loan portfolio:


	As of December 31,
	2003				2004				2005
	(in billions of Won, except percentages)
Retail
Mortgage and home equity⁽¹⁾	(Won)	52,477	36.0	%	(Won)	57,965	42.0	%	(Won)	59,143	42.9	%
Other consumer ⁽²⁾		28,727	19.7			25,963	18.8			23,114	16.7

Total retail		81,204	55.7			83,928	60.8			82,257	59.6
Credit card		15,322	10.5			9,421	6.8			8,369	6.1
Corporate		47,899	32.8			43,657	31.6			46,157	33.4
Capital markets activities and international banking		1,433	1.0			1,118	0.8			1,229	0.9

Total loans	(Won)	145,858	100.0	%	(Won)	138,124	100.0	%	(Won)	138,012	100.0	%

⁽¹⁾	Includes (Won)1,162 billion, (Won)1,186 billion and (Won)1,174 billion of overdraft loans secured by real estate in connection with home equity loans as of December 31, 2003, 2004 and 2005, respectively.

⁽²⁾	Includes (Won)10,038 billion, (Won)9,062 billion and (Won)7,620 billion of overdraft loans as of December 31, 2003, 2004 and 2005, respectively.

We provide a full range of personal lending products and retail banking services to individual customers, including mortgage loans. We are the largest private sector mortgage lender in Korea. We are also one of the managers of the National Housing Fund, a government fund that provides housing loans to low income households and loans to construction companies to build small-sized housing for low income households.

Lending to small- and medium-sized enterprises is the single largest component of our non-retail credit portfolio and represents a widely diversified exposure to a broad spectrum of the Korean corporate community, both by type of lending and type of customer, with one of the newest categories being collateralized loans to

SOHO customers that are among the smallest of the small- and medium-sized enterprises. The volume of our loans to small- and medium-sized enterprises requires a customer-oriented approach that is facilitated by our large and geographically diverse branch network.

In keeping with industry trends, our credit exposure to large corporate customers is declining as a percentage of our total loan portfolio although we continue to maintain and to seek quality relationships and to expand them by providing these customers with an increasing range of fee-related services.

Since the former Kookmin Bank initiated the issuance of domestic credit cards in 1980, we have seen our credit card business grow rapidly, particularly in 2001 and 2002 as the nationwide trend towards credit card use accelerated. As of December 31, 2005, we had more than nine million holders of KB Card. Our credit card balances (including card loans) increased from (Won)8,321 billion as of December 31, 2000 to (Won)22,643 billion as of December 31, 2002, as a result of both the merger with H&CB and significant organic growth. However, such growth was accompanied by increasing delinquencies and a significant deterioration in asset quality, which required us to take measures in 2003, 2004 and 2005 to reduce our credit card exposure, including through substantial write-offs. As a result, our credit card balances declined to (Won)8,369 billion as of December 31, 2005. See “Item 3D. Risk Factors—Risks relating to our retail credit portfolio” and “Item 4A. History and Development of the Company—The Merger with Kookmin Credit Card.”

Strategy

Our strategic focus is to be the leading bank in Korea and a world-class financial service provider. We plan to continue to develop our business on the basis of our core strengths in mortgage financing and retail banking. We believe our strong market position is an important competitive advantage, which will enable us to compete more effectively based on convenient delivery, product breadth and differentiation, and service quality while focusing on our profitability.

The key elements of our strategy are as follows:

Identifying, targeting and marketing to attractive customer segments and providing superior customer value and service to such segments

In recent years, rather than focusing on developing products and services to satisfy the overall needs of the general population, we have increasingly targeted specific market segments that we expect to generate superior growth and profitability. We will continue to implement a targeted marketing approach that seeks to identify the most attractive customer segments and to develop strategies to build market share in those segments. In particular, we intend to increase our wallet share of superior existing customers by using our advanced customer relationship management technology to better identify and meet the needs of our most creditworthy and high net worth customers, on whom we intend to concentrate our marketing efforts. We estimate that there are approximately 6 million people who fall into this category in Korea, and we aim to cross-sell our loan and other products to those customers who have an account with us.

As part of this strategy, we are also focusing on attracting and retaining creditworthy customers by offering more differentiated fee-based products and services that are tailored to meet their specific needs. The development and marketing of our products and services are, in part, driven by customer segmentation to ensure we meet the needs of each customer segment. For instance, we currently offer customized mortgage products and electronic banking promotions, and have enhanced our private banking services for high net worth individuals, including opening new branches specializing in such services. We also continue to develop more complex financial products, including trust commodities and other investment products, for which consumer demand has increased in recent years. We are also focusing on addressing the needs of our customers by providing the highest-quality products and services and developing an open-architecture strategy, which allows us to sell such products through the largest branch network in Korea. In short, we aim to offer our customers a convenient

one-stop financial services destination where they can meet their traditional retail and corporate banking requirements, as well as find a broad array of fee-based products and services tailored to address more specific banking needs. We believe such differentiated, comprehensive services and cross-selling will not only enhance customer loyalty but also increase profitability.

One of our key customer-related strategies continues to be creating greater value and better service for our customers. We intend to continue improving our customer service, including through:

•

Improved customer relationship management technology. Management has devoted substantial resources toward development of our customer relationship management system, which is designed to provide our employees with the needed information to continually improve the level of service and incentives offered to our preferred customers. Our system is based on an integrated customer database, which allows for better customer management and streamlines our customer reward system. We have also developed state-of-the-art call centers and online Internet capabilities to provide shorter response times to customers seeking information or to execute transactions. Our goals are to continually focus on improving customer service to satisfy our customer’s needs through continuing efforts to deliver new and improved services and to upgrade our customer relationship management system to provide the best possible service to our customers in the future.

•

Enhanced distribution channels. We also believe we can improve customer retention and usage rates by increasing the range of products and services we offer and by developing a differentiated, multi-channel distribution network, including branches, ATMs, call centers, mobile-banking and Internet banking. We believe that our leading market position gives us a competitive advantage in developing and enhancing our distribution capabilities.

Focusing on expanding an improving credit quality in our corporate lending business

We plan to focus on corporate lending as one of our core businesses through attracting top-tier corporate customers and providing customized and distinctive products and services to build our position as a leading bank in the corporate financial market. To increase our market share in providing financial services to the corporate market, we intend to:

•

promote a more balanced and strengthened portfolio with respect to our corporate business by developing our large corporate customer base and utilizing our improved credit management operations to better evaluate new large corporate and small- and medium-sized enterprise customers;

•

develop and sell more varied corporate financial products, consisting of transactional banking products which provide higher margin and less risk such as “cyber branch” products to large corporate customers and “cyber CEO” products to small- and medium-sized enterprise customers;

•

generate more fee income from large corporate customers through business-to-business transactions, foreign exchange transactions and derivative and other investment products;

•

further develop and train our core professionals with respect to this market, including through programs such as the “career development path”;

•

strengthen our marketing system based on our accumulated expertise in order to attract top-tier corporate customers; and

•

focus on enhancing our channel network in order to provide the best service by strengthening our corporate customer management.

Strengthening internal risk management capabilities

We believe that ensuring strong asset quality through effective credit risk management is critical to maintaining stable growth and profitability and risk management will continue to be one of our key focus areas.

One of our highest priorities is to improve our asset quality and more effectively price our lending products to take into account inherent credit risk in our portfolio. Our goal is to maintain the soundness of our credit portfolio, profitability and capital base. To this end, we intend to continue to strengthen our internal risk management capabilities by tightening our underwriting and management policies and improving our internal compliance policies. To accomplish this objective, we have undertaken the following initiatives:

•

Strengthening underwriting procedures with advanced credit scoring techniques. We have centralized our credit management operations into our credit group. Our prior structure had divided such operations into four groups and ten teams. As a result of such centralization, we aim to enhance our credit management expertise and improve our system of checks-and-balances with respect to our credit portfolio. We have also improved our ability to evaluate the credit of our small- and medium-sized enterprise customers through assigning experienced credit loan officers to our regional credit offices. We have also introduced a policy requiring the same officer to evaluate, review and monitor the outstanding loans and other credits with respect to a customer, which will enhance expertise and improve efficiency and accountability of such officer, while enabling us to maintain a consistent credit policy. We have also, as a general matter, implemented enhanced credit analysis and scoring techniques, which we believe will enable us to make better-informed decisions about the credit we extend and improve our ability to respond more quickly to incipient credit problems. We are also focusing on enhancing our asset quality through improvement of our early monitoring systems and collection procedures.

•

Improving our internal compliance policy and ensuring strict application in our daily operations. We have improved our monitoring capabilities with respect to our internal compliance and providing training and educational programs to our management and employees. We have also implemented strict compliance policies to maintain the integrity of our risk management system.

Cultivating a performance-based, customer-oriented culture that emphasizes market best practices

We believe a strong and dedicated workforce is critical to our ability to offer our customers the highest quality banking services and is integral to our goal of maintaining our position as one of Korea’s leading financial service providers. In the past, we have dedicated significant resources to develop and train our core professionals, and we intend to continue to enhance the productivity of our employees, including by regularly sponsoring in-house training and educational programs. We have also been seeking to cultivate a performance-based culture to create a work environment where members of our staff are incentivized to maximize their potential and in which our employees are directly rewarded for superior performance. We intend to maintain a professional workforce whose high quality of customer service reflects our goal to achieve and maintain global best practice standards in all areas of operations.

We plan to establish new mid- to long-term strategies to address changes in our operations and market conditions, including our acquisition of Korea Exchange Bank and the pending implementation of the Consolidated Capital Markets Act.

Branch Network

As of December 31, 2005, we had 1,097 branches and sub-branches in Korea, which were the largest number of branches among Korean commercial banks. In Korea, retail transactions are generally conducted in cash, although credit card use has increased, and conventional checking accounts are not offered or used as widely as in other countries. An extensive branch network is important to attracting and maintaining retail customers, who use branches extensively and value convenience. We believe that our extensive branch network in Korea and retail customer base provide us with a source of stable and relatively low cost funding. Approximately 41% of our branches and sub-branches are located in Seoul, and more than 23% of our branches are located in the six next largest cities. The following table presents the geographical distribution of our branch network in Korea as of December 31, 2005:


Area	Number of branches	Percentage
Seoul	450	41.0	%
Six largest cities (other than Seoul)	257	23.4
Other	390	35.6

Total	1,097	100	%

In addition, we have continued to implement the specialization of branch functions. Of our branch network, 96 branches handle corporate transactions exclusively and are dedicated to providing comprehensive services to our corporate customers.

In order to support our branch network, we have established an extensive network of automated banking machines, which are located in branches and in unmanned outlets known as “autobanks.” These automated banking machines consist of ATMs, cash dispensers and passbook printers. As of December 31, 2005, we had 8,365 ATMs, 608 cash dispensers and 467 passbook printers.

We have actively promoted the use of these distribution outlets in order to provide convenient service to customers, as well as to maximize the marketing and sales functions at the branch level, reduce employee costs and improve profitability. We believe that use of our automated banking machines has increased in recent years. In 2005, automated banking machine transactions accounted for approximately 21% of our deposit transactions for amounts less than (Won)1,500,000 and approximately 31% of our withdrawal transactions for amounts less than (Won)1,000,000.

The following table sets forth information, for the periods indicated, regarding the number of transactions and the fee revenue of our ATMs, including those that only dispense cash:


	For the year ended December 31,
	2003		2004		2005
Number of transactions (millions)		828		786		621
Fee revenue (in billions of Won)	(Won)	89	(Won)	92	(Won)	90

Retail Banking

Due to our development as a retail bank and the know-how and expertise we have acquired from our activities in that market, retail banking has been and will continue to remain one of our core businesses. Our retail banking activities consist primarily of lending and deposit-taking.

Lending Activities

We offer various loan products that target different segments of the population, with features tailored to each segment’s financial profile and other characteristics. The following table sets forth the balances and the percentage of our total lending represented by our retail loans as of the dates indicated:


	As of December 31,
	2003				2004				2005
	(in billions of Won, except percentages)
Retail:
Mortgage and home equity loans	(Won)	52,477	36.0	%	(Won)	57,965	42.0	%	(Won)	59,143	42.9	%
Other consumer loans ⁽¹⁾		28,727	19.7			25,963	18.8			23,114	16.7

Total	(Won)	81,204	55.7	%	(Won)	83,928	60.8	%	(Won)	82,257	59.6	%

⁽¹⁾	Excludes credit card loans, but includes overdraft loans.

Our retail loans consist of:

•

Mortgage loans, which are loans made to customers to finance home purchases, construction, improvements or rentals; and home equity loans, which are loans made to our customers secured by their homes to ensure loan repayment. We also provide overdraft loans in connection with our home equity loans.

•

Other consumer loans, which are loans made to customers for any purpose (other than mortgage and home equity loans). These include overdraft loans, which are loans extended to customers to cover insufficient funds when they withdraw funds from their demand deposit accounts with us in excess of the amount in such accounts up to a limit established by us.

For secured loans, including mortgage and home equity loans, our policy is to lend up to 100% of the adjusted collateral value (except in areas of high speculation designated by the government where we are required to limit our lending to 40% of the appraised value of collateral) minus the value of any lien or other security interest that is prior to our security interest. In calculating the adjusted collateral value for real estate, we use the appraisal value of the collateral multiplied by a factor, generally between 40% to 60%. This factor varies depending upon the location and use of the real estate and is established in part by taking into account court-supervised auction prices for nearby properties.

A borrower’s eligibility for our mortgage loans depends on value of the mortgage property, the appropriateness of the use of proceeds and the borrower’s creditworthiness. A borrower’s eligibility for home equity loans is determined by the borrower’s credit and the value of the property, while the borrower’s eligibility for other consumer loans is primarily determined by the borrower’s credit. If the borrower’s credit deteriorates, it may be difficult for us to recover the loan. As a result, we review the borrower’s creditworthiness, collateral value, credit scoring and third party guarantees when evaluating a borrower. In addition, to reduce the interest rate of a loan or to qualify for a loan, a borrower may provide collateral, deposits or guarantees from third parties.

Due to a rapid increase in retail loans and increased credit risks relating thereto, as well as to stabilize the real estate market in Korea, the Financial Supervisory Commission and the Financial Supervisory Service have been adopting more stringent guidelines applicable to mortgage and home equity lending by Korean banks since 2002. See “Item 3D. Risk Factors—Risks relating to government regulation and policy” and “—Supervision and Regulation—Principal Regulations Applicable to Banks—Liquidity—Recent Regulations Relating to Retail Household Loans.”

Mortgage and Home Equity Lending

Our mortgage and home equity lending has substantially expanded in recent years. We do not receive any fee income related to the origination of mortgage and home equity loans.

The Housing Finance Market in Korea. The housing finance market in Korea is divided into public sector and private sector lending. In the public sector, two government entities, the National Housing Fund and the National Agricultural Cooperative Federation, are responsible for most of the mortgage lending. In the private sector, a number of financial institutions and installment finance companies, including us, provide mortgage lending. Prior to 1997, government regulations limited the types of mortgage lending products commercial banks in Korea could offer. These restrictions affected both the terms of mortgages that could be offered as well as eligibility of properties to be mortgaged and persons applying for mortgages. Government restrictions on mortgage lending were largely lifted in 1997, leading to a more competitive mortgage lending market. In 1998, the government promulgated new laws to facilitate asset securitization transactions by Korean banks. Such developments have contributed to the growth of the mortgage lending market by increasing the amount of funding available to lenders and allowing lenders to manage their credit risk.

Mortgage and Home Equity Loan Products. We provide customers with a number of mortgage and home equity loan products that have flexible features, including terms, repayment schedules, amounts and eligibility for loans, and we offer interest rates on a commercial basis. Although the maximum term of mortgage loans is 35 years, the majority of our mortgage loans have significantly shorter maturities, which may be renewed. Home equity loans have an initial maturity of three years. These loans are typically renewed upon maturity on an annual basis for a maximum of ten years, after which these loans must be repaid. Any customer is eligible for a mortgage or an individual home equity loan regardless of whether it participates in one of our housing related savings programs and so long as that customer is not barred by regulation from obtaining a loan because of bad credit history. However, customers with whom we frequently transact business and provide us with significant revenue receive preferential interest rates on loans.

As of December 31, 2005, 44.0% of our mortgage loans were secured by residential property which is the subject of the loan, 11.3% of our mortgage loans were guaranteed by the Housing Finance Credit Guarantee Fund, a government housing-related entity, and the remaining 44.7% of our mortgage loans, contrary to general practices in the United States, were unsecured (although the use of proceeds from these loans are restricted for the purpose of financing home purchases and some of these loans were guaranteed by a third party). One reason that a relatively high percentage of our mortgage loans are unsecured is that we, along with other Korean banks, provide advance loans to borrowers for the down payment of new housing (particularly apartments) that is in the process of being built. Once construction is completed, which may take several years, these mortgage loans become secured by the new housing purchased by these borrowers. For the year ended December 31, 2005, the average initial loan-to-value ratio of our mortgage loans, which is a measure of the amount of loan exposure to the appraised value of the security collateralizing the loan, was approximately 53.1%. There are three reasons that our loan-to-value ratio is relatively lower (as is the case with other Korean banks) compared to similar ratios in other countries, such as the United States. The first reason is that housing prices are high in Korea relative to average income, so most people cannot afford to borrow an amount equal to the entire value of their collateral and make interest payments on such an amount. The second reason relates to the “jeonsae” system, through which people provide a key money deposit while residing in the property prior to its purchase. At the time of purchase, most people use the key money deposit as part of their payment and borrow the remaining amount from Korean banks, which results in a loan that will be for an amount smaller than the appraised value of the property for collateral and assessment purposes. The third reason is that Korean banks discount the appraised value of the borrower’s property for collateral and assessment purposes so that a portion of the appraised value is reserved in order to provide recourse to a renter who lives at the borrower’s property. This is in the event that the borrower’s property is seized by a creditor, and the renter is no longer able to reside at that property. See “Item 3D. Risk Factors—Other risks relating to our business—A decline in the value of the collateral securing our loans and our inability to realize full collateral value may adversely affect our credit portfolio.” As a result of government initiatives, we have also tightened our mortgage loan guidelines.

Pricing. The interest rates on our retail mortgage loans are generally based on a periodic floating rate (which is based on a base rate determined for three-month, six-month or twelve-month periods derived using our Market Opportunity Rate system, which reflects our internal cost of funding, further adjusted to account for our expenses related to lending). Our interest rates also incorporate a margin based among other things on the type of security, priority with respect to the security, loan-to-value and loan length. We can adjust the price to reflect the borrower’s current and/or expected future contribution to us. The applicable interest rate is determined at the time of the loan. If a loan is terminated prior to its maturity, the borrower is obligated to pay us an early termination fee of approximately 0.7% to 1.4% of the loan amount in addition to the accrued interest.

The interest rates on our home equity loans are determined on the same basis as our retail mortgage loans.

As of December 31, 2005, our current three-month, six-month and twelve-month base rates were 4.07%, 4.39% and 4.85%, respectively.

As of December 31, 2005, 98.8% of our outstanding mortgage and home equity loans was priced based on a floating rate and 1.2% was priced based on a fixed rate.

Other Consumer Loans

Other consumer loans are primarily unsecured. However, such loans may be secured by real estate, deposits or securities. As of December 31, 2005, approximately (Won)10,877 billion, or 47.1% of our consumer loans (other than mortgage and home equity loans) were unsecured loans (although some of these loans were guaranteed by a third party). Overdraft loans are also classified as other consumer loans, are primarily unsecured and typically have a maturity between one and three years. The amount of overdraft loans have been increasing over the past several years and, as of December 31, 2005, was approximately (Won)7,620 billion.

Pricing. The interest rates on our other consumer loans are determined on the same basis as on our home equity loans, except that, for unsecured loans, the borrower’s credit score as determined during our loan approval process is also taken into account. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk—Credit Risk Management.” For overdraft loans, we also add 50 basis points in determining the interest rate.

As of December 31, 2005, 99.3% of our other consumer loans had interest rates that were not fixed but were variable in reference to our base rate, which is based on the Market Opportunity Rate.

Deposit-taking Activities

Due to our extensive nationwide network of branches and the merger, together with our long history of development and our resulting know-how and expertise, as of December 31, 2005, we had the largest number of retail customers and retail deposits among Korean commercial banks. The balance of our deposits from retail customers was (Won)99,172 billion, (Won)94,024 billion and (Won)94,817 billion as of December 31, 2003, 2004 and 2005, respectively, which constituted 75.4%, 74.5% and 75.4%, respectively, of the balance of our total deposits.

We offer many deposit products that target different segments of our retail customer base, with features tailored to each segment’s financial profile, characteristics and needs, including:

•

Demand deposits, which either do not accrue interest or accrue interest at a lower rate than time or savings deposits. Demand deposits allow the customer to deposit and withdraw funds at any time and, if they are interest bearing, accrue interest at a variable rate depending on the amount of deposit. Retail and corporate demand deposits constituted 3.7% of our total deposits as of December 31, 2005 and paid average interest of 1.14% for 2005.

•

Time deposits, which generally require the customer to maintain a deposit for a fixed term, during which the deposit accrues interest at a fixed rate or a variable rate based on the Korea Composite Stock Prices

Index (known as “KOSPI”), or to deposit specified amounts on an installment basis. If the amount of the deposit is withdrawn prior to the end of the fixed term, the customer will be paid a lower interest rate than that originally offered. The term for time deposits typically range from one month to five years, and the term for installment savings deposits range from six months to ten years. Retail and corporate time deposits constituted 49.5% of our total deposits as of December 31, 2005 and paid average interest of 3.61% for 2005. Most installment savings deposits offer fixed interest rates.

•

Savings deposits, which allow depositors to deposit and withdraw money at any time and accrue interest at an adjustable interest rate, which is currently below 3.1%. Retail and corporate savings deposits constituted 33.6% of our total deposits as of December 31, 2005 and paid average interest of 0.57% for 2005.

•

Certificates of deposit, the maturities of which range from 30 days to 365 days with a required minimum deposit of (Won)5 million. Interest rates on certificates of deposit are determined based on the length of the deposit and prevailing market rates. Our certificates of deposit are sold at a discount to their face value, reflecting the interest payable on the certificate of deposit.

•

Foreign currency deposits, which accrue interest at an adjustable rate and are available to Korean residents, non-residents and overseas immigrants. We offer foreign currency time deposits and checking and passbook accounts in ten currencies.

We offer varying interest rates on our deposit products depending upon average funding costs, the rate of return on our interest earning assets and the interest rates offered by other commercial banks.

We also offer deposits that provide the holder with preferential rights to housing subscriptions and eligibility for mortgage loans. These products include:

•

Housing subscription time deposits, which are special purpose time deposit accounts providing the holder with a preferential right to subscribe for new private apartment units under the Housing Law. This law is the basic law setting forth various measures supporting the purchase of houses and the supply of such houses by construction companies. These products accrue interest at a fixed rate for one year, and at an adjustable rate after one year. Deposit amounts per account range from (Won)2 million to (Won)15 million depending on the size and location of the dwelling unit. These deposit products target high and middle income households.

•

Housing subscription installment savings deposits, which are monthly installment savings programs providing the holder with a preferential subscription right for new private apartment units under the Housing Law. Account holders are also eligible for our mortgage loans. These deposits require monthly installments of (Won)50,000 to (Won)500,000, have maturities of between two and five years and accrue interest at fixed or variable rates depending on the term. These deposit products target low- and middle-income households.

We have a “priority customer” program called KB Star Club that categorizes our customers by their average deposit balance for the most recent three-month period, the amount of their transactions with us and their program points based on such balances and transactions. A customer may receive preferential treatment in various areas, including interest rates and transaction fees, depending upon how the customer is classified. As of December 31, 2005, we had over three million KB Star Club customers, representing approximately 12% of our total retail customer base of over 25 million retail customers. In 2005, on an average balance basis, our KB Star Club customers held approximately 79% of our total retail customer deposits, and revenues from our KB Star Club customers accounted for approximately 52% of our revenues derived from our retail customers.

In 2002, after significant research and planning, we launched private banking operations at our headquarters. Shortly thereafter, we launched a comprehensive strategy with respect to customers with higher net worth, which included staffing appropriate representatives, marketing aggressively, establishing IT systems, selecting appropriate branch locations and readying such branches with the necessary facilities to service such customers.

As of December 31, 2005, we had established 17 centers and plan to increase the number of private banking centers as necessary. We believe that by offering high quality personal wealth management services to these customers we can increase our share of the priority customer market, which will increase our profitability and our position in the retail banking market.

The Monetary Policy Committee of the Bank of Korea (the “Monetary Policy Committee”) imposes a reserve requirement on Won currency deposits of commercial banks based generally on the type of deposit instrument. The reserve requirement is currently up to 5%. See “—Supervision and Regulation—Principal Regulations Applicable to Banks—Liquidity.”

The Depositor Protection Act provides for a deposit insurance system where the Korea Deposit Insurance Corporation guarantees to depositors the repayment of their eligible bank deposits, which do not include foreign currency deposits. The deposit insurance system insures up to a total of (Won)50 million per depositor per bank. See “—Supervision and Regulation—Principal Regulations Applicable to Banks—Deposit Insurance System.” We pay a premium rate of 0.2% of our average deposits and we paid (Won)221 billion for 2005.

Credit Cards

Credit cards are another of our core retail products. As a result of the merger with H&CB, for a period of time we issued and operated two brands of credit cards, Kookmin Card and BC Card. Following our merger with our subsidiary, Kookmin Credit Card, in September 2003, we adopted a strategy of trying to unify the two brands. Accordingly, commencing in October 2003, we have been issuing most of our new credit cards under the “KB Card” brand.

The following table sets forth certain data relating to our credit card operations. All financial figures appearing below have been prepared in accordance with Korean GAAP, which differs significantly from U.S. GAAP. See “Item 5B. Liquidity and Capital Resources—Reconciliation with Korean GAAP.”


	As of and for the year ended December 31,
	2003						2004			2005
	Kookmin Card			BC Card			KB Card⁽¹⁾			KB Card
	(in billions of Won, except number of holders, accounts and percentages)
Number of credit cardholders (at year end) (thousands)
General accounts		10,991			3,899			11,362			9,343
Corporate accounts		148			53			182			159

Total		11,139			3,952			11,544			9,502

Number of merchants (at year end) (thousands)		1,528			310			1,492			1,507
Active ratio (at year end) ⁽²⁾		53.6	%		50.1	%		54.9	%		62.7	%
Credit card fees
Merchant fees ⁽³⁾	(Won)	711		(Won)	212		(Won)	803		(Won)	788
Installment and cash advance fees		1,316			551			1,388			1,018
Annual membership fees		38			14			45			41
Other fees		484			171			401			234

Total	(Won)	2,549		(Won)	948		(Won)	2,637		(Won)	2,081

Charge volume ⁽⁴⁾
General purchase	(Won)	21,481		(Won)	4,664		(Won)	25,373		(Won)	29,836
Installment purchase		7,574			3,223			7,520			6,748
Cash advance		41,155			13,204			33,456			24,261
Card loan ⁽⁵⁾		956			5,078			2,999			1,002

Total	(Won)	71,166		(Won)	26,169		(Won)	69,348		(Won)	61,847


	As of and for the year ended December 31,
	2003						2004			2005
	(in billions of Won, except number of holders, accounts and percentages)
	Kookmin Card			BC Card			KB Card⁽¹⁾			KB Card
Outstanding balance (at year end)⁽⁶⁾
General purchase	(Won)	1,281		(Won)	491		(Won)	1,808		(Won)	2,491
Installment purchase		1,689			959			1,524			1,544
Cash advance		2,639			1,428			2,934			2,562
Card loan ⁽⁵⁾		2,199			979			1,378			975

Total ⁽⁷⁾	(Won)	7,808		(Won)	3,857		(Won)	7,644		(Won)	7,572

Average outstanding balances ⁽⁶⁾
General purchase	(Won)	1,419		(Won)	624		(Won)	1,804		(Won)	2,045
Installment purchase		2,471			1,359			2,027			1,479
Cash advance		3,088			1,949			3,497			2,689
Card loan ⁽⁵⁾		3,039			1,174			2,256			1,111
Delinquency ratios (at year end) ⁽⁸⁾
Less than 1 month		2.23	%		2.70	%		1.48	%		1.03	%
From 1 month to 3 months		4.82			5.04			3.32			1.70
From 3 months to 6 months		6.48			2.27			0.29			0.18
Over 6 months		0.02			0.05			0.11			0.11

Total		13.55	%		10.06	%		5.20	%		3.01	%

Non-performing loan ratio
Reported		15.86	%		9.58	%		4.55	%		2.19	%
Managed		11.24	%		9.58	%		3.91	%		2.05	%
Write-offs (gross)	(Won)	3,453		(Won)	1,742		(Won)	3,261		(Won)	868
Recoveries ⁽⁹⁾		72			79			131			233

Net write-offs	(Won)	3,381		(Won)	1,663		(Won)	3,130		(Won)	635

Gross write-off ratio ⁽¹⁰⁾		34.47	%		34.12	%		34.04	%		11.85	%
Net write-off ratio ⁽¹¹⁾		33.75	%		32.57	%		32.66	%		8.67	%
Asset sales		—			—			—			—
Asset securitization ⁽¹²⁾	(Won)	3,659			—		(Won)	1,790		(Won)	810

⁽¹⁾	Includes data for credit cards issued under the Kookmin Card and BC Card brands prior to September 2004.

⁽²⁾

The active ratio for KB Card and Kookmin Card represents the ratio of accounts used at least once within the last six months to total accounts as of year end, while the active ratio for BC Card represents the ratio of cards outstanding at year end that have been issued for at least six months and that have been used at least once within the last six months of the year.

⁽³⁾

Merchant fees consist of merchant membership and maintenance fees, costs associated with prepayment by us (on behalf of customers) of sales proceeds to merchants, processing fees relating to sales and membership applications, costs relating to the management of delinquencies and recoveries, bad debt expenses, general variable expenses and other fixed costs that are charged to our member merchants. We charge our member merchants fees that range from 1.0% to 4.5%.

⁽⁴⁾	Represents the aggregate cumulative amount charged during the year.

⁽⁵⁾	Card loans consist of loans that are provided on either a secured or unsecured basis to cardholders upon prior agreement. Payment of principal, fees and interest on such a loan can be due either in one payment or in installments after a fixed period.

⁽⁶⁾

Includes certain interest trust certificates issued by special purpose entities in connection with asset securitization transactions of our underlying credit card balances. Transfers of credit card balances to special purpose entities in connection with asset securitization transactions are recognized as sales under Korean GAAP but not under U.S. GAAP.

⁽⁷⁾

Total outstanding balances pursuant to U.S. GAAP for Kookmin Card and BC Card, respectively, were (Won)11,467 billion and (Won)3,855 billion as of December 31, 2003. The total outstanding balance pursuant to U.S. GAAP for all of our credit cards was (Won)9,421 billion as of December 31, 2004 and (Won)8,369 billion as of December 31, 2005.

⁽⁸⁾

Represents the ratio of delinquencies to outstanding balance. In line with industry practice, we have restructured a large portion of delinquent credit card account balances (defined as balances overdue for one day or more) as loans and have also replaced a portion of our delinquent credit card account balances with cash advances that are rolled over from month to month. We discontinued the practice of providing substituted cash advances from January 2004. As of December 31, 2005, these restructured loans amounted to (Won)289 billion. Because these restructured loans are not treated as being delinquent at the time of conversion or for a period of time thereafter, our delinquency ratios may not fully reflect all delinquent amounts relating to our outstanding balances.

⁽⁹⁾	Does not include proceeds that we received from sales of our non-performing loans that were written off. In 2003 and 2004, such proceeds amounted to (Won)201 billion and (Won)219 billion, respectively. In 2005, we received no such proceeds.

⁽¹⁰⁾

Represents the ratio of gross write-offs for the year to average outstanding balance for the year. Under Korean GAAP, our charge-off policy is generally to write off balances which are 180 days past due, except for those balance with a reasonable probability of recovery. In 2003 and 2004, our write-off ratio under Korean GAAP increased considerably due to significant repurchases and subsequent write-offs of credit card receivables underlying asset-backed securities that were issued in late 2002.

⁽¹¹⁾

Represents the ratio of net write-offs for the year to average outstanding balances for the year. Under Korean GAAP, our charge-off policy is generally to write off balances which are 180 days past due, except for those balance with a reasonable probability of recovery. In 2003 and 2004, our write-off ratio under Korean GAAP increased considerably due to significant repurchases and subsequent write-offs of credit card receivables underlying asset-backed securities that were issued in late 2002.

⁽¹²⁾	Comprises credit card balances that were transferred in asset securitization transactions. Under U.S. GAAP, these transfers are not recognized as sales and are recorded as secured borrowings.

The use of credit cards in Korea has increased dramatically in recent years as the Korean economy and consumer spending recovered from the recent financial and economic difficulties and, as a result of government initiatives promoting the use of credit cards in Korea. For example, the government requires commercial merchants to accept credit cards as a means of preventing tax evasion by ensuring proper disclosure of transactions and provides tax benefits to businesses that accept credit cards. For consumers, there is also a tax deduction for certain amounts spent using credit cards. However, there has been significant concern in Korea regarding the high levels of credit card usage (including cash advances) and the deteriorating asset quality of credit card portfolios of Korean financial institutions. Commencing in July 2002, the Financial Supervisory Commission increased regulation of the credit card industry. See “Item 3D. Risk Factors—Risks relating to government regulation and policy” and “—Supervision and Regulation—Principal Regulations Applicable to Banks—Credit Card Business.”

In contrast to the system in the United States and many other countries, where most credit cards are revolving cards that allow outstanding amounts to be rolled over from month to month so long as a required minimum percentage is repaid, credit cardholders in Korea are generally required to pay for their purchases within approximately 20 to 60 days of purchase depending on their payment cycle. However, we also offer revolving cards to individuals that allow outstanding amounts to be rolled over to subsequent payment periods. Delinquent accounts (defined as amounts overdue for one day or more) are charged penalty interest and closely monitored. For installment purchases, we charge interest on unpaid installments at rates that vary according to the terms of repayments. See “Item 3D. Risk Factors—Risks relating to our retail credit portfolio.”

We believe that by establishing a unified credit card business through our merger with Kookmin Credit Card and our adoption of the new KB Card brand, we have further enhanced this business by strengthening our risk

management and maximizing our operational efficiency. In addition, we believe that our extensive branch network, brand recognition and overall size will enable us to cross-sell products such as credit cards to our existing and new customers.

To promote our credit card business, we offer services targeted to various financial profiles and customer requirements and are concentrating on:

•

strengthening cross-sales to existing customers and offering integrated financial services;

•

offering cards that provide additional benefits such as frequent flyer miles and reward program points that can be redeemed by the customer for complementary services, prizes and cash;

•

offering gold cards, platinum cards and other prime members’ cards, which have a higher credit limit and provide additional services in return for a higher fee;

•

acquiring new customers through strategic alliances and cross-marketing with retailers;

•

encouraging increased use of credit cards by existing customers through special offers for frequent users;

•

introducing new features, such as revolving credit cards, travel services and insurance;

•

developing fraud detection and security systems to prevent the misuse of credit cards and to encourage the use of credit cards over the Internet; and

•

issuing smart cards and preparing for a cardless business environment in which customers can use credit cards to make purchases by phone or over the Internet.

As of December 31, 2005, we had more than nine million cardholders. Of the credit cards outstanding, 62.7% were active, meaning that they had been used at least once during the previous six months. For 2005, our market share with respect to charge volume was 18.3% according to the Financial Supervisory Service.

Our card revenues consist principally of cash advance fees, merchant fees, credit card installment fees, interest income from credit card loans, annual fees paid by cardholders and interest and fees on late payments. Cardholders are generally required to pay for their purchases within 29 to 47 days after the date of purchase, depending on their payment cycle. Except in the case of installment purchases, accounts which remain unpaid after this period are deemed to be delinquent.

We generate other fees through a processing charge on merchants, with the average charge equaling 2.45%.

Under non-exclusive license agreements with MasterCard International Incorporated and Visa International Service Association, we also issue MasterCard and Visa credit cards.

We launched our debit card business in February 1996 in response to changing customer needs. We charge merchants an average commission of approximately 1.5% of the amounts purchased using a debit card. We also issue “check cards”, which are similar to debit cards except that “check cards” are accepted by all merchants that accept credit cards. Much like debit cards, “check card” purchases are also debited directly from customers’ accounts with us. As of December 31, 2005, we had approximately 3.4 million “check card” holders, who effected “check card” transactions totaling approximately (Won)1,630 billion in 2005.

Corporate Banking

We lend to and take deposits from small- and medium-sized enterprises and, to a lesser extent, large corporate customers. As of December 31, 2003, 2004 and 2005, we had 156,960, 147,462 and 148,432 small- and medium-sized enterprise borrowers and 632, 629 and 809 large corporate borrowers, respectively. For 2003, 2004 and 2005, we received fee revenue from “firm banking” services offered to corporate customers, which

include inter-account transfers, transfers of funds from various branches and agencies of a company (such as insurance premium payments) to the account of the headquarters of such company and transfers of funds from various customers of a company to the main account of such company, in the amount of (Won)63 billion, (Won)68 billion and (Won)78 billion, respectively. Of our branch network as of December 31, 2005, we had 96 branches dedicated exclusively to corporate banking.

The following table sets forth the balances and the percentage of our total lending represented by our small- and medium-sized enterprise business loans and our large corporate business loans as of the dates indicated, estimated based on our internal classifications of corporate borrowers under Korean GAAP:


	As of December 31,
	2003				2004				2005
	(in billions of Won, except percentages)
Corporate:
Small- and medium-sized enterprise loans	(Won)	41,540	28.5	%	(Won)	38,240	27.7	%	(Won)	36,344	26.3	%
Large corporate loans		6,359	4.3			5,417	3.9			9,813	7.1

Total	(Won)	47,899	32.8	%	(Won)	43,657	31.6	%	(Won)	46,157	33.4	%

On the deposit-taking side, we currently offer our corporate customers several types of corporate deposits. Our corporate deposit products can be divided into two general categories: (1) demand deposits that have no restrictions on deposits or withdrawals, but which offer a relatively low interest rate; and (2) deposits from which withdrawals are restricted for a period of time, but offer higher interest rates. We also offer installment savings deposits, certificates of deposit and repurchase instruments. We offer varying interest rates on deposit products depending upon the rate of return on our income-earning assets, average funding costs and interest rates offered by other nationwide commercial banks.

The total amount of deposits from our corporate customers amounted to (Won)29,288 billion as of December 31, 2005, or 23.3% of our total deposits.

Small- and Medium-sized Enterprise Banking

Our small- and medium-sized enterprise banking business has traditionally been and will remain one of our core businesses because of both our historical development and our accumulated expertise. In recent years, we have largely focused our corporate banking activities on the small- and medium-sized enterprise market in Korea. We believe that we possess the necessary elements to succeed in the small- and medium-sized enterprise market, including our extensive branch network, our credit rating system for credit approval, our marketing capabilities (which we believe have provided us with significant brand loyalty) and our ability to take advantage of economies of scale.

We use the term “small- and medium-sized enterprises” as defined in the Small and Medium Industry Basic Act and related regulations. The general criterion used to define small- and medium-sized enterprises is either the number of full-time employees (less than 300), paid-in capital (equal to or less than (Won)8 billion) or sales revenues (equal to or less than (Won)30 billion). Criteria differ from industry to industry. In all cases, however, the number of full-time employees may not equal or exceed 1,000.

Lending Activities

Our principal loan products for our small- and medium-sized enterprise customers are working capital loans and facilities loans. Working capital loans are provided to finance working capital requirements and include notes discounted and trade financing. Facilities loans are provided to finance the purchase of equipment and the establishment of manufacturing assembly plants. As of December 31, 2005, working capital loans and facilities

loans accounted for 86.1% and 13.9%, respectively, of our total small- and medium-sized enterprise loans. As of December 31, 2005, we had over 148,000 small- and medium-sized enterprise customers.

Loans to small- and medium-sized enterprises may be secured by real estate or deposits or may be unsecured. As of December 31, 2005, secured loans and guaranteed loans accounted for, in the aggregate, 84.0% of our small- and medium-sized enterprise loans. Among the secured loans, 53.1% were secured by real estate and 46.9% were secured by deposits or securities. Working capital loans generally have a maturity of one year, but may be extended on an annual basis for an aggregate term of three years. Facilities loans have a maximum maturity of ten years.

When evaluating the extension of working capital loans, we review the corporate customer’s creditworthiness and capability to generate cash. Furthermore, we take personal guarantees and credit guaranty letters from other financial institutions and use time and savings deposits that the borrower has with us as collateral, and may require additional collateral. We receive fees in relation to credit evaluation, collateral appraisal and other services provided in connection with a loan extension.

The value of any collateral is defined using a formula that takes into account the appraised value of the property, any prior liens or other claims against the property and an adjustment factor based on a number of considerations including, with respect to property, the value of any nearby property sold in a court-supervised auction during the previous 3.5 years. We revalue any collateral on a periodic basis (generally every year) or if a trigger event occurs with respect to the loan in question.

We also offer collective housing loans. Our collective housing loans are mortgage loans to home builders or developers who build or sell single- or multi-family housing units, principally apartment buildings. Many of these builders and developers are categorized as small- and medium-sized enterprises. We offer a variety of collective housing loans, including loans to purchase property or finance the construction of housing units, loans to contractors used for working capital purposes, and loans to educational establishments, small- and medium-sized enterprises and non-profit entities to finance the construction of dormitories. Collective housing loans subject us to the risk that the housing units will not be sold. As a result, we review the probability of the sale of the housing unit when evaluating the extension of a loan. We also review the borrower’s creditworthiness and the adequacy of the intended use of proceeds. Furthermore, we take a lien on the land on which the housing unit is to be constructed as collateral. If the collateral is not sufficient to cover the loan, we also take a guarantee from the Housing Finance Credit Guarantee Fund as security.

A substantial number of our small- and medium-sized enterprise customers are SOHOs, which represent sole proprietorships, individual business interests and very small corporations. We generally diversify SOHOs into two groups. The first group are those who do not typically maintain financial statements. We generally lend to this group on a secured basis. For these SOHOs we apply a strict credit risk evaluation model, which not only uses quantitative analysis related to a customer’s accounts and due amounts but also requires our credit officers to perform a qualitative analysis of each potential SOHO customer. The second group are those who maintain a double-entry book keeping system. We usually lend to this group on an unsecured basis. We evaluate the risk of this segment through the corporate credit risk system, which takes into account both financial and non-financial criteria.

Pricing

We establish the price for our corporate loan products (other than collective housing loans) based principally on transaction risk, our cost of funding and market considerations. Transaction risk is measured by such factors as the credit rating assigned to a particular borrower, the size of the borrower and the value and type of collateral. Our loans are priced based on the Market Opportunity Rate system.

Our Market Opportunity Rate system is a periodic floating rate system which takes into account the current market interest rate and an activity-based cost, and a spread calculated to achieve a target “return on asset” ratio set for the year. As of December 31, 2005, the Market Opportunity Rate was 4.07% for three months, 4.39% for six months and 4.85% for one year.

While we generally utilize the Market Opportunity Rate system, depending on the price and other terms set by competing banks for similar borrowers, we may adjust the interest rate we charge to compete more effectively with other banks.

The interest rates on our collective housing loans are based on a periodic floating rate, which in turn is based on a base rate determined for three-month, six-month or twelve-month periods derived using our Market Opportunity Rate system. After selecting the appropriate periodic floating rate, our loan analysis system raises or lowers the floating rate based on various factors related to the loan and the borrower. In addition, we take into account the market conditions and our expenses and services to be provided with respect to such loan. The repayment schedule differs according to the variable term, repayment method and the particular loan. If a loan is terminated prior to its maturity, the corporate borrower is obligated to pay us an early termination fee in addition to the accrued interest.

Large Corporate Banking

Large corporate customers include all companies that are not small- and medium-sized enterprise customers. Due to our history of development and limitations in our articles of incorporation, large corporate banking was not a core business of the former Kookmin Bank or of H&CB prior to the merger. Our articles of incorporation provide that financial services to large corporate customers must be no more than 40% of the total amount of our Won-denominated loans. Our business focus with respect to large corporate banking has shifted from a concentration on risk management to selective expansion, within the constraints of our articles of incorporation. Specifically, we are carrying out various initiatives to improve our customer relationship with large corporate customers and plan to expand our service offerings to this segment.

Lending Activities

Our principal loan products for our large corporate customers are working capital loans and facilities loans. As of December 31, 2005, working capital loans and facilities loans accounted for 94.8% and 5.2%, respectively, of our total large corporate loans. We also offer collective housing loans, as described above under “—Small- and Medium-sized Enterprise Banking—Lending Activities,” to large corporate clients.

As of December 31, 2005, secured loans and guaranteed loans accounted for, in the aggregate, 21.0% of our large corporate loans. Among the secured loans, 38.1% were secured by real estate and 61.9% were secured by deposits or securities. Working capital loans generally have a maturity of one year but are extended on an annual basis for an aggregate term of three years. Facilities loans have a maximum maturity of 10 years.

We evaluate creditworthiness and collateral for our large corporate loans in essentially the same way as we do for small- and medium-sized enterprise loans. See “—Small- and Medium-sized Enterprise Banking—Lending Activities” above.

As of December 31, 2005, in terms of our outstanding loan balance, 37.6% of our large corporate loans was extended to borrowers in the manufacturing industry, 12.9% was extended to borrowers in the construction industry, and 19.1% was extended to borrowers in the financial and insurance industry.

Pricing

We determine pricing of our large corporate loans in the same way as we determine the pricing of our small- and medium-sized enterprise loans. See “—Small- and Medium-sized Enterprise Banking—Pricing” above. As

of December 31, 2005, the Market Opportunity Rate, which is utilized in pricing loans offered by us, was the same for our large corporate loans as for our small- and medium-sized enterprise loans.

Capital Markets Activities and International Banking

Through our capital markets operations, we invest and trade in debt and equity securities and, to a lesser extent, engage in derivatives and asset securitization transactions and make call loans.

Securities Investment and Trading

We invest in and trade securities for our own account in order to maintain adequate sources of liquidity and to generate interest and dividend income and capital gains. As of December 31, 2003, 2004 and 2005, our investment portfolio, which consists primarily of held-to-maturity securities and available-for-sale securities, and our trading portfolio had a combined total book value of (Won)25,167 billion, (Won)26,790 billion and (Won)28,924 billion and represented 13.7%, 15.1% and 16.2% of our total assets, respectively.

Our trading and investment portfolios consist primarily of Korean treasury securities and debt securities issued by Korean government agencies, local governments or certain government-invested enterprises and debt securities issued by financial institutions. As of December 31, 2003, 2004 and 2005, we held debt securities with a total book value of (Won)23,628 billion, (Won)25,512 billion and (Won)27,876 billion, respectively, of which:

•

held-to-maturity debt securities accounted for (Won)6,137 billion, (Won)6,168 billion and (Won)10,498 billion or 26.0%, 24.2% and 37.7%, respectively;

•

available-for-sale debt securities accounted for (Won)14,925 billion, (Won)15,898 billion or and (Won)14,027 billion or 63.1%, 62.3% and 50.3%, respectively; and

•

trading debt securities accounted for (Won)2,565 billion, (Won)3,446 billion and (Won)3,351 billion or 10.9%, 13.5% and 12.0%, respectively.

Of these amounts, debt securities issued by the Korean government and government agencies as of December 31, 2003, 2004 and 2005 amounted to:

•

(Won)5,228 billion, (Won)4,748 billion and (Won)6,209 billion, or 85.2%, 77.0% and 59.1%, respectively, of our held-to-maturity debt securities;

•

(Won)4,996 billion, (Won)3,735 billion and (Won)3,394 billion, or 33.5%, 23.5% and 24.2%, respectively, of our available-for-sale debt securities; and

•

(Won)1,419 billion, (Won)916 billion and (Won)1,756 billion, or 55.3%, 26.6% and 52.4%, respectively, of our trading debt securities.

From time to time we also purchase equity securities for our securities portfolios. Our equity securities consist primarily of marketable beneficiary certificates and equities listed on the Stock Market Division of the Korea Exchange or KOSDAQ Market Division of the Korea Exchange. As of December 31, 2003, 2004 and 2005:

•

equity securities in our available-for-sale portfolio had a book value of (Won)764 billion, (Won)252 billion and (Won)128 billion, or 4.9%, 1.6% and 0.9% of our available-for-sale portfolio, respectively; and

•

equity securities in our trading portfolio had a book value of (Won)175 billion, (Won)249 billion and (Won)201 billion, or 6.4%, 6.7% and 5.7% of our debt and equity trading portfolio, respectively.

Our trading portfolio also includes foreign exchange spot contracts and derivative instruments. See “—Derivatives Trading.” Our investment portfolio also includes venture capital activities, non-marketable or

restricted equity securities, investments under the equity method and investments held by our asset management subsidiary. As of December 31, 2003, 2004 and 2005, these investments had an aggregate book value of (Won)601 billion, (Won)777 billion and (Won)719 billion, respectively.

The following tables show, as of the dates indicated, the gross unrealized gains and losses on available-for-sale and held-to-maturity securities within our investment securities portfolio, and the amortized cost and fair value of the portfolio by type of investment security:


	As of December 31, 2003
	Amortized cost		Gross unrealized gain		Gross unrealized loss		Fair value
	(in billions of Won)
Available-for-sale securities:
Debt securities
Korean treasury securities and government agencies	(Won)	5,024	(Won)	11	(Won)	39	(Won)	4,996
Corporate ⁽¹⁾		1,845		95		10		1,930
Financial institutions ⁽²⁾		7,900		21		21		7,900
Foreign governments		30		9		—		39
Asset-backed securities		59		1		—		60
Subtotal		14,858		137		70		14,925

Marketable equity securities		734		30		—		764

Total available-for-sale securities	(Won)	15,592	(Won)	167	(Won)	70	(Won)	15,689

Held-to-maturity securities:
Korean treasury securities and government agencies	(Won)	5,228	(Won)	157	(Won)	8	(Won)	5,377
Corporate ⁽³⁾		132		10		—		142
Financial institutions ⁽⁴⁾		297		5		—		302
Foreign governments		—		—		—		—
Asset-backed securities		480		2		1		481

Total held-to-maturity securities	(Won)	6,137	(Won)	174	(Won)	9	(Won)	6,302


	As of December 31, 2004
	Amortized cost		Gross unrealized gain		Gross unrealized loss		Fair value
	(in billions of Won)
Available-for-sale securities:
Debt securities
Korean treasury securities and government agencies	(Won)	3,689	(Won)	48	(Won)	1	(Won)	3,736
Corporate ⁽¹⁾		801		22		5		818
Financial institutions ⁽²⁾		11,103		38		6		11,135
Foreign governments		37		5		—		42
Asset-backed securities		166		1		—		167
Subtotal		15,796		114		12		15,898

Marketable equity securities		225		27		—		252

Total available-for-sale securities	(Won)	16,021	(Won)	141	(Won)	12	(Won)	16,150

Held-to-maturity securities:
Korean treasury securities and government agencies	(Won)	4,748	(Won)	206		—	(Won)	4,954
Corporate ⁽³⁾		65		1		—		66
Financial institutions ⁽⁴⁾		1,242		5		—		1,247
Foreign governments		—		—		—		—
Asset-backed securities		113		2		—		115

Total held-to-maturity securities	(Won)	6,168	(Won)	214		—	(Won)	6,382


	As of December 31, 2005
	Amortized cost		Gross unrealized gain		Gross unrealized loss		Fair value
	(in billions of Won)
Available-for-sale securities:
Debt securities
Korean treasury securities and government agencies	(Won)	3,426	(Won)	3	(Won)	35	(Won)	3,394
Corporate ⁽¹⁾		569		9		8		570
Financial institutions ⁽²⁾		9,969		3		41		9,931
Foreign governments		17		2		—		19
Asset-backed securities		114		—		2		112
Other debt securities		1		—		—		1
Subtotal		14,096		17		86		14,027

Marketable equity securities		93		39		4		128

Total available-for-sale securities	(Won)	14,189	(Won)	56	(Won)	90	(Won)	14,155

Held-to-maturity securities:
Korean treasury securities and government agencies	(Won)	6,209	(Won)	37	(Won)	168	(Won)	6,078
Corporate ⁽³⁾		125		—		5		120
Financial institutions ⁽⁴⁾		3,870		—		42		3,828
Foreign governments		—		—		—		—
Asset-backed securities		294		—		4		290

Total held-to-maturity securities	(Won)	10,498	(Won)	37	(Won)	219	(Won)	10,316

⁽¹⁾	Includes debt securities issued by Korea Electric Power Corporation, which is controlled by the Korean government, in the amount of (Won)77 billion as of December 31, 2003, (Won)16 billion as of December 31, 2004 and (Won)14 billion as of December 31, 2005.

⁽²⁾

Includes debt securities issued by the Bank of Korea, the Korea Development Bank and the Industrial Bank of Korea in the aggregate amount of (Won)7,390 billion as of December 31, 2003, (Won)10,206 billion as of December 31, 2004 and (Won)8,100 billion as of December 31, 2005. These financial institutions are controlled by the Korean government.

⁽³⁾	Includes debt securities issued by Korea Electric Power Corporation, which is controlled by the Korean government, in the amount of (Won)36 billion as of December 31, 2003, (Won)30 billion as of December 31, 2004 and (Won)90 billion as of December 31, 2005.

⁽⁴⁾

Includes debt securities issued by the Bank of Korea, the Korea Development Bank and the Industrial Bank of Korea in the aggregate amount of (Won)265 billion as of December 31, 2003, (Won)1,144 billion as of December 31, 2004 and (Won)3,476 billion as of December 31, 2005. These financial institutions are controlled by the Korean government.

Derivatives Trading

Until the full-scale launch of our derivative operations in mid-1999, we had been engaged in limited volumes of derivatives trading, mostly on behalf of our customers. Since then, our trading volume significantly increased from (Won)99,238 billion in 2003 to (Won)103,608 billion in 2004 and to (Won)112,785 billion in 2005. Our net trading revenue from derivatives and foreign exchange contracts for the year ended December 31, 2003, 2004 and 2005 was (Won)100 billion, (Won)298 billion and (Won)268 billion, respectively.

We provide and trade a range of derivatives products, including:

•

Won interest rate swaps, relating to Won interest rate risks;

•

cross-currency swaps, relating to foreign exchange risks, largely for Won against U.S. dollars;

•

foreign exchange forwards, swaps and options, relating to foreign exchange risks; and

•

equity options on the KOSPI index.

To provide more sophisticated and complete treasury risk management services to our clients, we entered into a business alliance with Australia’s Macquarie Bank in December 1998. Macquarie Bank, established in 1969, is a leading provider of financial services offering a full range of investment banking, commercial banking and retail financial services globally. Through this alliance, we were able to combine Macquarie Bank’s derivatives expertise, risk management systems and methodologies with our established local infrastructure and strong market presence.

Our derivative operations focus on addressing the needs of our corporate clients to hedge their risk exposure and to hedge our risk exposure that results from such client contracts. We also engage in derivative trading activities to hedge the interest rate and foreign currency risk exposure that arise from our own assets and liabilities. A substantial portion of these hedge-purposed derivative contracts, however, do not qualify for hedge accounting under U.S. GAAP and are consequently treated as trading derivatives. In addition, we engage in proprietary trading of derivatives within our regulated open position limits. We engage in equity option transactions on a fully-hedged, back-to-back basis.

The following shows the estimated fair value of our derivatives and foreign exchange spot contracts as of December 31, 2003, 2004 and 2005:


	As of December 31,
	2003				2004				2005
	Estimated fair value assets		Estimated fair value liabilities		Estimated fair value assets		Estimated fair value liabilities		Estimated fair value assets		Estimated fair value liabilities
	(in billions of Won)
Foreign exchange spot contracts	(Won)	2	(Won)	2	(Won)	8	(Won)	5		—		—
Foreign exchange derivatives		411		315		1,998		1,846	(Won)	906	(Won)	820
Interest rate derivatives⁽¹⁾		149		245		323		372		234		245
Equity derivatives		214		200		72		74		62		62
Others		—		—		—		—		—		—

Total	(Won)	776	(Won)	762	(Won)	2,401	(Won)	2,297	(Won)	1,202	(Won)	1,127

⁽¹⁾	Includes those for trading purposes and hedging purposes.

The following table shows the unrealized gains and losses of derivatives held or issued for hedging purposes that qualified for hedge accounting under U.S. GAAP, as of December 31, 2003, 2004 and 2005:

As of December 31,

2003

2004

2005

Unrealized
gains

Unrealized
losses

Unrealized
gains

Unrealized
losses

Unrealized
gains

Unrealized
losses

(in billions of Won)

Interest rate derivatives

(Won)

Total

(Won)

Asset Securitization Transactions

We are active in the Korean asset-backed securities market. Based on our diverse experience with respect to product development and management capabilities relating to asset securitization, we offer customers a wide

range of financial products to reinforce our position as a leading bank with respect to the asset securitization market. We were involved in asset securitization transactions with an initial aggregate issue amount of (Won)6,865 billion in 2005, (Won)9,214 billion in 2004 and (Won)10,886 billion in 2003. Most of these securities were sold to institutional investors through Korean securities houses.

Call Loans

We make call loans and borrow call money in the short-term money market. Through December 31, 2005, call loans were defined as short-term lending among banks and financial institutions either in Won with maturities of 90 days or less or in foreign currencies with maturities of 30 days or less. Typically, call loans have maturities of one day. As of December 31, 2005, we had made call loans of (Won)1,713 billion and borrowed call money of (Won)1,254 billion, compared to (Won)2,993 billion and (Won)652 billion, respectively, as of December 31, 2004. Starting in 2006, we also include as call loans foreign currency lending among banks and financial institutions with maturities of 90 days or less.

Investment Banking

We have focused on selectively expanding our investment banking activities in order to increase our fee income and diversify our revenue base. The main focus of our investment banking operations is project finance and financial advisory services. Our principal investment banking services include:

•

project finance and financial advisory services for social overhead capital projects such as highway, port, power, water and sewage projects;

•

financing and financial advisory services for real estate development projects; and

•

structured finance and venture financing.

In 2005, under Korean GAAP, we generated investment banking revenue of (Won)86 billion, consisting of (Won)29 billion of interest income and (Won)57 billion of fee income.

International Banking

We engage in various international banking activities, including foreign exchange services and derivatives dealing, import and export-related services, offshore lending, syndicated loans and foreign currency securities investment. These services are provided primarily to our domestic customers and overseas subsidiaries and affiliates of Korean corporations. We also raise foreign currency funds through our international banking operations. Since the Korean financial crisis, which began in late 1997, we have focused on minimizing the risk of our existing foreign currency assets and maximizing the recovery ratio of non-performing assets while selectively providing financing to and making investments in overseas subsidiaries of Korean companies.

The table below sets forth certain information regarding our foreign currency assets and borrowings:


	As of December 31,
	2003		2004		2005
	(in millions of US$)
Total foreign currency assets	US$	5,439	US$	5,465	US$	7,435
Foreign currency borrowings:
Long-term borrowings		1,671		1,485		1,714
Short-term borrowings		1,324		730		1,830

Total borrowings	US$	2,995	US$	2,215	US$	3,544

The table below sets forth our overseas subsidiaries and branches currently in operation as of December 31, 2005:


Business Unit⁽¹⁾		Location
Subsidiaries
Kookmin Bank Hong Kong Ltd.		Hong Kong
Kookmin Bank International Ltd.		United Kingdom
Branches
Kookmin Bank, Tokyo Branch		Japan
Kookmin Bank, Auckland Branch		New Zealand
Kookmin Bank, New York Branch		United States

⁽¹⁾	Does not include subsidiaries and branches in liquidation or dissolution.

Our overseas branches and subsidiaries principally provide Korean companies and nationals in overseas markets with trade financing, local currency funding and foreign exchange services, in conjunction with the operations of our headquarters.

In December 2003, we invested approximately 121 million Singapore dollars for an approximately 25% interest in Sorak Financial Holdings, which was originally owned by Temasek Holdings, the Singapore government’s investment vehicle. We made this investment as part of a consortium with Temasek and other parties that was formed to bid for a majority interest in Bank Internasional Indonesia, an Indonesian commercial bank, being auctioned by the Indonesian Bank Restructuring Agency. With the capital contributions made by the consortium members, Sorak Financial Holdings acquired an approximately 57% interest in Bank Internasional Indonesia. As a member of the consortium, we participate in the management of Bank Internasional Indonesia.

Trustee and Custodian Services Relating to Investment Trusts and Other Functions

We act as a trustee for 36 investment trust management companies and asset management companies, which are entities established to invest in securities using funds raised by the sale of beneficiary certificates of investment trusts to investors. We also act as custodian, settlement and clearing agent and fund administrator for 59 financial institutions with respect to various securities investments. We receive a fee for acting in these capacities and generally perform the following functions:

•

holding securities for the benefit of the securities investment trust;

•

receiving and making payments made in respect of such securities;

•

executing trades in respect of such securities on behalf of the securities investment trust, based on instructions from the relevant securities investment trust management company;

•