UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2012
Commission File Number: 000-53445
KB Financial Group Inc.
(Translation of registrants name into English)
9-1, 2-ga, Namdaemoon-ro, Jung-gu, Seoul 100-703, Korea
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ¨ No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A .
2
Summary of 2011 Fiscal Year Business Report
On March 30, 2012, KB Financial Group Inc. (KB Financial Group) filed its business report for fiscal year 2011 (the Business Report) with the Financial Services Commission of Korea and the Korea Exchange. This is a summary of the Business Report translated into English.
Except where indicated otherwise, financial information contained in this summary (and in the attached review report) have been prepared in accordance with the Korean equivalent of International Financial Reporting Standards (Korean IFRS), which differ in certain important respects from generally accepted accounting principles in the United States.
All references to KB Financial Group, we, us or the Company are to KB Financial Group and, unless the context requires otherwise, its subsidiaries. In addition, all references to Won or KRW in this document are to the currency of the Republic of Korea.
3
1. Introduction to the Company
KB Financial Group is a financial holding company that was established in September 2008. Its main business purpose is to hold shares in companies that are engaged in financial or related services, as well as govern and manage such companies. Its consolidated subsidiaries are primarily engaged in the banking business, as well as credit card business, financial investment business, insurance business and other related businesses.
| September 26, 2008 |
Obtained final approval from the Financial Services Commission to establish a financial holding company
| September 29, 2008 |
Establishment of the Company through a comprehensive stock transfer and listing on the New York Stock Exchange
| October 10, 2008 |
Listing on the Korea Exchange
| October 20, 2008 |
The largest shareholder of the Company changed from the Korean National Pension Service to ING Bank N.V.
| October 31, 2008 |
The largest shareholder of the Company changed from ING Bank N.V. to the Korean National Pension Service
| May 4, 2009 |
Added Kookmin Bank Cambodia PLC as a second-tier subsidiary
| June 22, 2009 |
Added KB Life Insurance Co., Ltd., formerly a second-tier subsidiary, as a first-tier subsidiary
| September 28, 2009 |
Added Burrill-KB Life Sciences Fund as a second-tier subsidiary
| December 1, 2009 |
Added KB-Glenwood Private Equity Fund No.1 as a second-tier subsidiary
| January 27, 2010 |
The largest shareholder of the Company changed from the Korean National Pension Service to ING Bank N.V.
| July 6, 2010 |
Added KBIC No.3 PEF as a second-tier subsidiary
| December 13, 2010 |
Added KoFC KBIC Frontier Champ 2010-5 PEF as a second-tier subsidiary
4
| March 2, 2011 |
Added KB Kookmin Card Co., Ltd. as a first-tier subsidiary
| March 14, 2011 |
KB Futures Co., Ltd. was merged into KB Investment & Securities Co., Ltd.
| July 8, 2011 |
The largest shareholder of the Company changed from ING Bank N.V. to the Korean National Pension Service
| November 12, 2011 |
Closed KB Investment & Securities Hong Kong.
| January 13, 2012 |
Added KB Savings Bank Co., Ltd. as a first-tier subsidiary.
1.3. Overview of the Business Group
(As of December 31, 2011) | ||||||
Type | Name of Company | Controlling Company | Remarks | |||
Holding Company |
KB Financial Group | | Listed | |||
1st Tier Subsidiaries |
Kookmin Bank | KB Financial Group | Not listed | |||
KB Kookmin Card | KB Financial Group | Not listed | ||||
KB Investment & Securities | KB Financial Group | Not listed | ||||
KB Life Insurance | KB Financial Group | Not listed | ||||
KB Asset Management | KB Financial Group | Not listed | ||||
KB Real Estate Trust | KB Financial Group | Not listed | ||||
KB Investment | KB Financial Group | Not listed | ||||
KB Credit Information | KB Financial Group | Not listed | ||||
KB Data Systems | KB Financial Group | Not listed | ||||
2nd Tier Subsidiaries |
Kookmin Bank Hong Kong | Kookmin Bank | Not listed | |||
Kookmin Bank International | Kookmin Bank | Not listed | ||||
Kookmin Bank Cambodia PLC | Kookmin Bank | Not listed | ||||
KB-Glenwood Private Equity Fund No.1 | KB Investment & Securities | Not listed | ||||
NPS-KBIC PEF No. 1. | KB Investment | Not listed | ||||
Burrill-KB Life Sciences Fund | KB Investment | Not listed | ||||
KBIC No.3 PEF | KB Investment | Not listed | ||||
KoFC KBIC Frontier Champ 2010-5 PEF | KB Investment | Not listed |
Notes:
(1) | KLB Securities, a subsidiary of Kookmin Bank, is in liquidation. |
(2) | On March 2, 2011, KB Kookmin Card Co., Ltd., previously a business division of Kookmin Bank, was newly established and added as a first-tier subsidiary of KB Financial Group. |
(3) | On March 14, 2011, KB Futures Co., Ltd. was merged into KB Investment & Securities Co., Ltd. Accordingly, KB Futures Co., Ltd. is no longer a first-tier subsidiary of KB Financial Group. |
(4) | On November 12, 2011, KB Investment & Securities Hong Kong was closed. |
(5) | On January 13, 2012, KB Savings Bank Co., Ltd. was added as a first-tier subsidiary. |
5
1.4.1. Common Shares
Capital Increase
(As of December 31, 2011) | (Unit: Won, shares) | |||||||||||||||
Issue Date | Type | Number | Par Value |
Issue Price |
Remarks | |||||||||||
September 29, 2008 |
Common Stock | 356,351,693 | 5,000 | 48,444 | Establishment of the Company | |||||||||||
September 2, 2009 |
Common Stock | 30,000,000 | 5,000 | 37,250 | Rights offering to existing shareholders; % increase in number of common shares: 8.41865% |
Number of Shares
(As of December 31, 2011) | (Unit: shares) | |||||||
|
Type | |||||||
|
Common Stock | Total | ||||||
Shares Authorized for Issuance |
1,000,000,000 | 1,000,000,000 | ||||||
Shares Issued (A) |
386,351,693 | 386,351,693 | ||||||
Treasury Stock (B) |
| | ||||||
Shares Outstanding (A-B) |
386,351,693 | 386,351,693 |
1.4.2. Voting Rights
(As of December 31, 2011) | ||||||||
Items | Number of shares | Notes | ||||||
Total number of issued shares |
Common shares | 386,351,693 | | |||||
Preferred shares | | | ||||||
Shares without voting rights |
| | | |||||
Shares for which voting rights are restricted under relevant laws and regulations |
| | | |||||
Shares with restored voting rights |
| | | |||||
Total shares for which voting rights may be exercised |
Common shares | 386,351,693 | | |||||
Preferred shares | | |
6
Items | January 1, 2011 to December 31, 2011(2)(4) |
January 1, 2010 to December 31, 2010(1)(3) |
January 1, 2009 to December 31, 2009(1)(3) |
|||||||||||
Par value per share (Won) |
5,000 | 5,000 | 5,000 | |||||||||||
Net income (Won in Millions) |
(63,678 | ) | 88,320 | 539,818 | ||||||||||
Earnings per share (Won) |
(173 | ) | 257 | 1,659 | ||||||||||
Total cash dividends |
278,173 | 41,163 | 78,897 | |||||||||||
Total stock dividends |
| | | |||||||||||
Cash dividend payout ratio (%) |
(436.8 | ) | 46.6 | 14.6 | ||||||||||
Cash dividend yield (%) |
Common Shares | 14.4 | 0.2 | 0.4 | ||||||||||
Preferred Shares | | | | |||||||||||
Stock dividend yield (%) |
Common Shares | | | | ||||||||||
Preferred Shares | | | | |||||||||||
Cash dividend per share (Won) |
Common Shares | 720 | 120 | 230 | ||||||||||
Preferred Shares | | | | |||||||||||
Stock dividend per share (Shares) |
Common Shares | | | | ||||||||||
Preferred Shares | | | |
Notes:
(1) | Based on generally accepted accounting principles in Korea (Korean GAAP). |
(2) | Based on Korean IFRS. |
(3) | The total number of common shares that were eligible for payment of dividends for the years ended December 31, 2010 and December 31, 2009 was 343,028,989 shares (which excludes 43,322,704 shares that were held by Kookmin Bank, a wholly-owned subsidiary of KB Financial Group, as of such periods), respectively. |
(4) | Dividend payout ratio on a consolidated basis for the year ended December 31, 2011 was 11.7%. |
7
(Unit: in millions of Won)
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
|||||||
Net interest income |
7,104,512 | 6,173,804 | ||||||
Interest income |
13,956,257 | 13,051,936 | ||||||
Interest expense |
(6,851,745 | ) | (6,878,132 | ) | ||||
Net fee and commission income |
1,794,750 | 1,704,714 | ||||||
Fee and commission income |
2,829,754 | 2,481,451 | ||||||
Fee and commission expense |
(1,035,004 | ) | (776,737 | ) | ||||
Net gains (losses) on financial assets/liabilities at fair value through profit and loss |
1,035,867 | 814,808 | ||||||
Provision for credit losses |
(1,512,978 | ) | (2,871,417 | ) | ||||
G&A Expenses |
(3,931,808 | ) | (4,366,629 | ) | ||||
Employee compensation and benefits |
(1,870,864 | ) | (2,406,852 | ) | ||||
Depreciation and amortization |
(342,493 | ) | (347,692 | ) | ||||
Other general and administrative expenses |
(1,718,451 | ) | (1,612,085 | ) | ||||
Net other operating income (expenses) |
(1,092,009 | ) | (1,067,343 | ) | ||||
Operating profit |
3,398,334 | 387,937 |
* | Consolidated basis. |
8
2.2.1. Source of Funds
(Unit: in millions of Won, %)
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
|||||||||||||||||||||||||
Average Balance |
Interest Rate (%) |
Ratio (%) | Average Balance |
Interest Rate (%) |
Ratio (%) |
|||||||||||||||||||||
Deposits | 169,714,084 | 3.02 | 63.02 | 152,853,317 | 2.93 | 58.20 | ||||||||||||||||||||
Certificate of deposit |
1,745,901 | 3.90 | 0.65 | 11,044,417 | 4.00 | 4.21 | ||||||||||||||||||||
Won currency |
Borrowings |
4,593,395 | 3.01 | 1.71 | 3,775,933 | 2.84 | 1.44 | |||||||||||||||||||
Call money |
1,779,391 | 3.01 | 0.66 | 836,862 | 2.20 | 0.32 | ||||||||||||||||||||
Debentures |
24,561,693 | 5.36 | 9.12 | 30,865,318 | 5.42 | 11.76 | ||||||||||||||||||||
Other | 3,713,710 | 3.50 | 1.38 | 3,790,878 | 2.89 | 1.44 | ||||||||||||||||||||
Subtotal |
206,108,174 | 3.31 | 76.54 | 203,166,725 | 3.36 | 77.37 | ||||||||||||||||||||
Deposits | 3,394,042 | 0.64 | 1.26 | 3,587,564 | 0.69 | 1.37 | ||||||||||||||||||||
Foreign currency |
Borrowings | 7,464,052 | 0.92 | 2.77 | 6,021,855 | 1.05 | 2.29 | |||||||||||||||||||
Call money |
896,482 | 0.84 | 0.33 | 1,046,087 | 0.68 | 0.40 | ||||||||||||||||||||
Debentures |
3,838,788 | 5.03 | 1.43 | 4,561,180 | 4.16 | 1.74 | ||||||||||||||||||||
Other | 134,421 | 0.59 | 0.05 | 125,392 | 0.75 | 0.05 | ||||||||||||||||||||
Subtotal |
15,727,785 | 1.85 | 5.84 | 15,342,078 | 1.86 | 5.85 | ||||||||||||||||||||
Total shareholders equity |
24,290,497 | | 9.02 | 20,501,935 | | 7.81 | ||||||||||||||||||||
Other |
Allowances |
1,096,724 | | 0.41 | 1,032,427 | | 0.39 | |||||||||||||||||||
Other | 22,049,153 | | 8.19 | 22,523,582 | | 8.58 | ||||||||||||||||||||
Subtotal |
47,436,374 | | 17.62 | 44,057,944 | | 16.78 | ||||||||||||||||||||
Total |
269,272,333 | | 100.00 | 262,566,747 | | 100.00 |
* | Consolidated basis. |
9
2.2.2. Use of Funds
(Unit: in millions of Won, %)
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
|||||||||||||||||||||||||
Average Balance |
Interest Rate (%) |
Ratio (%) |
Average Balance |
Interest Rate (%) |
Ratio (%) |
|||||||||||||||||||||
Due from banks | 1,622,223 | 3.75 | 0.60 | 1,307,747 | 2.42 | 0.50 | ||||||||||||||||||||
Securities | 42,633,560 | 4.44 | 15.83 | 41,504,702 | 4.69 | 15.81 | ||||||||||||||||||||
Won currency |
Loans | 179,786,245 | 5.63 | 66.78 | 173,430,344 | 5.29 | 66.05 | |||||||||||||||||||
Guarantee payments under payment guarantee | 142,018 | 0.26 | 0.05 | 172,832 | 0.60 | 0.07 | ||||||||||||||||||||
Call loan | 1,345,886 | 3.18 | 0.50 | 1,487,626 | 2.20 | 0.57 | ||||||||||||||||||||
Private placement corporate bonds | 1,361,495 | 5.88 | 0.51 | 2,701,689 | 5.47 | 1.03 | ||||||||||||||||||||
Credit cards | 12,377,664 | 10.82 | 4.60 | 11,922,426 | 10.85 | 4.54 | ||||||||||||||||||||
Other | 1,963,980 | 11.42 | 0.73 | 2,402,286 | 7.45 | 0.91 | ||||||||||||||||||||
Allowance ( - ) | (3,654,789 | ) | | (1.36 | ) | (3,839,895 | ) | | (1.46 | ) | ||||||||||||||||
Subtotal |
237,578,282 | 5.79 | 88.24 | 231,089,757 | 5.55 | 88.02 | ||||||||||||||||||||
Due from banks | 676,389 | 2.05 | 0.25 | 571,545 | 1.12 | 0.22 | ||||||||||||||||||||
Securities | 1,693,605 | 3.82 | 0.63 | 2,087,107 | 2.97 | 0.79 | ||||||||||||||||||||
Foreign currency |
Loans | 9,355,591 | 2.21 | 3.47 | 8,477,924 | 2.60 | 3.23 | |||||||||||||||||||
Call loan | 1,236,257 | 0.74 | 0.46 | 840,333 | 0.52 | 0.32 | ||||||||||||||||||||
Bills bought | 2,432,861 | 2.08 | 0.90 | 2,183,308 | 2.63 | 0.83 | ||||||||||||||||||||
Allowance ( - ) | (206,220 | ) | | (0.08 | ) | (239,913 | ) | | (0.09 | ) | ||||||||||||||||
Other | 1,270 | | 0.00 | 1,179 | | 0.00 | ||||||||||||||||||||
Subtotal |
15,189,753 | 2.27 | 5.63 | 13,921,483 | 2.52 | 5.30 | ||||||||||||||||||||
Cash | 1,506,765 | | 0.56 | 1,337,416 | | 0.51 | ||||||||||||||||||||
Other |
Fixed assets held for business | 3,223,574 | | 1.20 | 3,266,699 | | 1.24 | |||||||||||||||||||
Other | 11,773,959 | | 4.37 | 12,951,392 | | 4.93 | ||||||||||||||||||||
Subtotal |
16,504,298 | | 6.13 | 17,555,507 | | 6.68 | ||||||||||||||||||||
Total |
269,272,333 | | 100.00 | 262,566,747 | | 100.00 |
* | Consolidated basis. |
10
2.3. Other Information for Investment Decision
2.3.1. Capital Adequacy
KB Financial Group (calculated in accordance with Basel I) | (Unit: in millions of Won, %) | |||||||||||
As of December 31, 2011(1) | As of December 31, 2010(2) | As of December 31, 2009(2) | ||||||||||
Total Capital (A) |
25,239,906 | 23,948,343 | 24,360,262 | |||||||||
Risk-weighted assets (B) |
192,812,547 | 183,077,983 | 182,664,075 | |||||||||
BIS ratio (A/B)(3) |
13.09 | 13.08 | 13.34 |
(1) | Based on Korean IFRS. |
(2) | Based on Korean GAAP. |
(3) | BIS risk-adjusted capital ratio = (total capital / risk weighted assets) X 100. |
Kookmin Bank (calculated in accordance with Basel II) | (Unit: in billions of Won, %) | |||||||||||
As of December 31, 2011(1) | As of December 31, 2010(2) | As of December 31, 2009(2) | ||||||||||
Total Capital (A) |
19,668 | 20,801 | 21,708 | |||||||||
Risk-weighted assets (B) |
145,185 | 154,806 | 154,593 | |||||||||
BIS ratio (A/B) |
13.55 | 13.44 | 14.04 |
(1) | Based on Korean IFRS (consolidated basis). |
(2) | Based on Korean GAAP (consolidated basis). |
2.3.2. Credit ratings
Date of Rating | Evaluated Securities | Credit Rating |
Company (Ratings Range) |
Evaluation | ||||
07/07/2011 |
Debentures | AAA | Korea Ratings (AAA ~ D) | Stable | ||||
06/30/2011 |
Debentures | AAA | KIS Ratings (AAA ~ D) | Stable | ||||
05/16/2011 |
Debentures | AAA | NICE Ratings (AAA ~ D) | Stable |
11
3.1. Separate Condensed Financial Information
(Unit: in millions of Won)
As of December 31, 2011 | As of December 31, 2010 | |||||||
Cash and due from financial institutions |
32,031 | 759,998 | ||||||
Loans |
60,000 | 160,000 | ||||||
Investments in subsidiaries |
17,773,322 | 17,673,322 | ||||||
Property and equipment |
759 | 1,109 | ||||||
Intangible assets |
10,531 | 11,057 | ||||||
Current income tax assets |
| 125,423 | ||||||
Deferred income tax assets |
2,445 | 898 | ||||||
Other assets |
631,602 | 48,105 | ||||||
Total Assets |
18,510,690 | 18,779,912 | ||||||
Borrowings |
130,000 | | ||||||
Debentures |
49,988 | 799,353 | ||||||
Current income tax liabilities |
578,729 | | ||||||
Other liabilities |
35,693 | 159,438 | ||||||
Total Liabilities |
794,410 | 958,791 | ||||||
Capital stock |
1,931,758 | 1,931,758 | ||||||
Capital surplus |
13,513,809 | 13,513,809 | ||||||
Retained earnings |
2,270,713 | 2,375,554 | ||||||
Total Equity |
17,716,280 | 17,821,121 |
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
|||||||
Operating revenue |
26,999 | 131,459 | ||||||
Operating profit (loss) |
(62,362 | ) | 39,886 | |||||
Profit (loss) before tax |
(65,225 | ) | 40,678 | |||||
Profit (loss) for the period |
(63,678 | ) | 41,575 |
12
3.2. Consolidated Condensed Financial Information
(Unit: in millions of Won)
As of December 31, 2011 | As of December 31, 2010 | |||||||
Cash and due from financial institutions |
9,178,125 | 6,829,828 | ||||||
Financial assets at fair value through profit and loss |
6,326,104 | 4,013,313 | ||||||
Derivative financial assets |
2,448,455 | 2,595,121 | ||||||
Loans |
212,107,027 | 197,621,004 | ||||||
Financial investments |
35,432,182 | 36,189,650 | ||||||
Investments in associates and joint ventures |
892,132 | 723,411 | ||||||
Property and equipment |
3,186,020 | 3,150,260 | ||||||
Investment property |
51,552 | 52,921 | ||||||
Intangible assets |
468,441 | 504,920 | ||||||
Deferred income tax assets |
22,329 | 4,045 | ||||||
Assets held for sale |
9,931 | 9,353 | ||||||
Other assets |
7,478,519 | 7,076,796 | ||||||
Total Assets |
277,600,817 | 258,770,622 | ||||||
Financial liabilities at fair value through profit and loss |
1,388,079 | 1,294,859 | ||||||
Deposits |
190,337,590 | 179,862,071 | ||||||
Debts |
16,823,838 | 11,744,389 | ||||||
Derivative financial liabilities |
2,059,573 | 2,236,359 | ||||||
Debentures |
27,069,879 | 29,107,316 | ||||||
Provisions |
797,739 | 1,020,070 | ||||||
Current income tax liabilities |
588,825 | 29,641 | ||||||
Deferred income tax liabilities |
220,842 | 283,575 | ||||||
Other liabilities |
15,214,657 | 13,526,412 | ||||||
Total Liabilities |
254,501,022 | 239,104,692 | ||||||
Equity attributable to shareholders of the parent entity |
22,917,975 | 18,496,687 | ||||||
Capital stock |
1,931,758 | 1,931,758 | ||||||
Capital surplus |
15,841,824 | 15,990,278 | ||||||
Accumulated other comprehensive income |
191,642 | 430,572 | ||||||
Retained earnings |
4,952,751 | 2,620,888 | ||||||
Treasury shares |
0 | (2,476,809 | ) | |||||
Non-controlling interests |
181,820 | 1,169,243 | ||||||
Total Equity |
23,099,795 | 19,665,930 | ||||||
Total Liabilities and Equity |
|
277,600,817
|
|
|
258,770,622
|
| ||
For the year ended December 31, 2011 |
For the year ended December 31, 2010 |
|||||||
Operating revenue |
26,484,343 | 25,609,499 | ||||||
Operating profit |
3,398,334 | 387,937 | ||||||
Profit before income tax |
3,260,806 | 149,368 | ||||||
Profit for the period |
2,428,572 | 219,909 | ||||||
Profit attributable to shareholders of the parent entity |
2,373,026 | 146,600 | ||||||
Number of consolidated companies |
67 | 56 |
13
3.3. Other Selected Financial Data
3.3.1. Won-denominated Liquidity Ratio
(Unit: in billions of Won, %) | ||||||||||||
Category | 2011(1)(2) | 2010(1)(3) | 2009(1)(3) | |||||||||
Current assets in Won (a) |
20.1 | 763.7 | 854.9 | |||||||||
Current liabilities in Won (b) |
2.6 | 1.5 | 0.5 | |||||||||
Current ratio (a/b) |
766.16 | % | 50,241.38 | % | 178,473.28 | % |
(1) | Calculated based on Won-denominated assets and liabilities due within one month (in accordance with an amendment to the Financial Holding Company Act in March 2009). |
(2) | Based on Korean IFRS (non-consolidated basis). |
(3) | Based on Korean GAAP (non-consolidated basis). |
3.3.2. Assets under management
(Unit: in billions of Won) | ||||||||||||
Category | 2011 | 2010 | Change in amount |
|||||||||
Total assets under management(1) |
361,622 | 333,487 | 28,135 | |||||||||
Kookmin Bank |
276,650 | 271,231 | 5,419 | |||||||||
Non-banking subsidiaries |
84,972 | 62,256 | 22,716 | |||||||||
Percentage of non-banking subsidiaries |
23.5 | % | 18.7 | % | 4.8 | %p |
(1) | Includes trusts accounts managed by Kookmin Bank (which are not consolidated) and assets managed by our non-banking subsidiaries. |
3.3.3. Selected ratios
(Unit: %) | ||||||||||||
Category | 2011(1) | 2010(2) | 2009(2) | |||||||||
Net income as a percentage of total assets |
0.88 | % | 0.03 | % | 0.20% | |||||||
Net income as a percentage of shareholders equity |
11.36 | 0.49 | 3.25 |
(1) | Based on Korean IFRS. |
(2) | Based on Korean GAAP. |
14
3.3.4. 20 Largest Exposures of Kookmin Bank by Borrower
(As of December 31, 2011) | ||||
Company |
Credit extended * | |||
(Unit: in billions of Won) | ||||
Hyundai Heavy Industries |
1,056 | |||
Hyundai Steel |
909 | |||
LG Electronics |
857 | |||
GS Caltex |
751 | |||
Hyundai Motor Company |
639 | |||
Samsung Heavy Industries |
618 | |||
Daewoo Shipbuilding & Marine Engineering |
594 | |||
KT Corporation |
584 | |||
Shinhan Financial Group |
532 | |||
Samsung Electronics |
499 | |||
Hyundai Capital |
485 | |||
Shinhan Card |
434 | |||
CJ Cheiljedang Corp |
385 | |||
LG Display |
375 | |||
Samsung Card |
373 | |||
Daewoo International |
370 | |||
Bank of Communications |
362 | |||
Hyundai MOBIS |
338 | |||
LS-Nikko Copper Inc. |
316 | |||
Incheon Bridge Co., Ltd |
298 | |||
Total |
10,775 | |||
|
|
* | Calculated in accordance with the Detailed Regulations on Supervision of Banking Business. |
15
3.3.5. 10 Largest Exposures of Kookmin Bank by Chaebol Group
(As of December 31, 2011) | ||||
Group |
Credit extended * | |||
(Unit: in billions of Won) | ||||
Hyundai Motor |
3,654 | |||
Samsung |
3,086 | |||
LG |
2,265 | |||
Hyundai Heavy Industries |
1,590 | |||
SK |
1,321 | |||
Lotte |
1,074 | |||
Hanwha |
945 | |||
GS |
871 | |||
KT Corporation |
855 | |||
POSCO |
846 | |||
Total |
16,507 | |||
|
|
* | Calculated in accordance with the Detailed Regulations on Supervision of Banking Business. |
3.3.6. Kookmin Banks Loan Concentration by Industry
(As of December 31, 2011) | ||||||||
Industry |
Total Credit | Percentage of Total Credit |
||||||
(Unit: in billions of Won, %) | ||||||||
Manufacturing |
35,525 | 35.79 | % | |||||
Construction |
6,317 | 6.37 | ||||||
Real estate |
15,188 | 15.30 | ||||||
Retail and wholesale |
16,910 | 17.04 | ||||||
Hotel, leisure or transportation |
6,300 | 6.35 | ||||||
Finance and insurance |
2,175 | 2.19 | ||||||
Other |
16,833 | 16.96 | ||||||
Total |
99,248 | 100.00 | % | |||||
|
|
|
|
16
3.3.7. Top 20 Non-Performing Loans of Kookmin Bank
(As of December 31, 2011) | ||||||||||
Industry |
Total Credit | Allowance for Loan Losses |
||||||||
(Unit: in billions of Won) | ||||||||||
Borrower A |
Manufacturing | 109 | 76 | |||||||
Borrower B |
Wholesale and retail | 67 | 0 | |||||||
Borrower C |
Construction | 65 | 62 | |||||||
Borrower D |
Construction | 57 | 35 | |||||||
Borrower E |
Manufacturing | 54 | 39 | |||||||
Borrower F |
Manufacturing | 54 | 46 | |||||||
Borrower G |
Construction | 51 | 24 | |||||||
Borrower H |
Finance and insurance | 48 | 17 | |||||||
Borrower I |
Construction | 45 | 45 | |||||||
Borrower J |
Construction | 38 | 39 | |||||||
Borrower K |
Real estate and leasing | 34 | 15 | |||||||
Borrower L |
Manufacturing | 29 | 7 | |||||||
Borrower M |
Construction | 28 | 26 | |||||||
Borrower N |
Real estate and leasing | 26 | 4 | |||||||
Borrower O |
Manufacturing | 26 | 28 | |||||||
Borrower P |
Construction | 26 | 23 | |||||||
Borrower Q |
Manufacturing | 24 | 0 | |||||||
Borrower R |
Construction | 23 | 22 | |||||||
Borrower S |
Finance and insurance | 22 | 1 | |||||||
Borrower T |
Manufacturing | 22 | 22 | |||||||
Total |
848 | 531 | ||||||||
|
|
|
|
3.4. Other Financial Information
See Form 6-K filed by the Company on March 15, 2012, which contains the Companys audited consolidated and separate financial statements and relevant notes as of and for the years ended December 31, 2010 and 2011, which have been prepared in accordance with Korean IFRS. The Companys audited consolidated and separate financial statements are also available on its website, www.kbfng.com.
17
4. Independent Public Accountants
Period |
Auditor | Activity | Compensation(1) (in millions of Won) |
Accrued Time (hours) | ||||
January 1 to |
Samil PricewaterhouseCoopers | Quarterly / first half and annual review & audit, review of internal accounting management system, and PCAOB audit of consolidated financial statements and internal control over financial reporting | 1,150 |
12,950 | ||||
January 1 to December 31, 2010 |
Samil PricewaterhouseCoopers | Quarterly / first half and annual review & audit, and review of internal accounting management system | 263 | 5,415 | ||||
January 1 to December 31, 2009 |
Samil PricewaterhouseCoopers | Quarterly / first half and annual review & audit, and review of internal accounting management system | 250 | 5,251 |
(1) | Excluding value-added taxes. |
(Unit: millions of Won) | ||||||||
Period | Contract date | Activity | Service period | Compensation(1) | ||||
January 1 to December 31, 2011 |
| | | | ||||
January 1, to December 31, 2010 |
December 30, 2010 | US GAAP and SOX Audit | December 30, 2010 to June 30, 2011 |
2,700 | ||||
April 30, 2010 | K-IFRS Audit | April 30, 2010 to March 31, 2011 |
380 | |||||
January 1 to December 31, 2009 |
November 12, 2009 | US GAAP and SOX Audit | November 12, 2009 to June 30, 2010 |
2,700 | ||||
July 21, 2009 | Issuance of comfort letter | July 21, 2009 to September 1, 2009 |
210 |
(1) | Excluding value-added taxes. |
18
5. Corporate Governance and Affiliated Companies
5.1. Board of Directors & Committees under the Board
As of March 30, 2012, the board of directors consisted of two executive directors, two non-standing directors and nine non-executive directors. The following committees currently serve under our board of directors:
| Board Steering Committee |
| Audit Committee |
| Management Strategy Committee |
| Risk Management Committee |
| Evaluation & Compensation Committee |
| Non-Executive Director Nominating Committee |
| Audit Committee Member Nominating Committee |
For the list of our directors, see 6. Directors, Senior Management and Employees, 6.1. Executive Directors, 6.2. Non-Standing Directors and 6.3. Non-Executive Directors below.
The audit committee oversees our financial reporting and approves the appointment of our independent auditors and internal compliance officers. The committee also reviews our financial information, auditors examinations, key financial statement issues, planning and evaluation of internal controls and the administration of our financial affairs by the board of directors. In connection with the general meetings of shareholders, the committee examines the agenda for, and financial statements and other reports to be submitted by, the board of directors to each general meeting of shareholders. The committee holds regular meetings every quarter and on an as-needed basis.
19
5.3. Compensation to Directors
5.3.1. | Compensation to Directors (including Non-executive Directors) and Audit Committee Members |
(Unit: in millions of Won) | ||||||
Total number of persons | Total amount approved at Shareholders Meeting (1) |
Notes | ||||
Registered Directors (including non-executive directors and audit committee members) |
12 | 5,000 | |
(1) | Represents the aggregate amount for all directors (including non-executive directors). Excludes long-term incentives. |
(Unit: in millions of Won) |
||||||||||||||||||||
Total number of persons |
Total payment (1) (3) (4) (5) | Average payment per person (2) |
Total amount of fair value of stock options |
Notes | ||||||||||||||||
Registered Directors (including two non-standing directors) |
4 | 1,251 | 313 | | | |||||||||||||||
Non-executive Directors (excluding audit committee members) |
3 | 234 | 78 | | | |||||||||||||||
Audit committee members or internal auditor |
5 | 378 | 76 | | | |||||||||||||||
|
||||||||||||||||||||
Total |
12 | 1,863 | 155 | | | |||||||||||||||
|
(1) | Represents total amount paid for the year ended December 31, 2011. |
(2) | Represents (i) the total amount paid for the year ended December 31, 2011, divided by (ii) the total number of applicable persons. |
(3) | Payment subject to the Companys internal policies on compensation to directors. |
(4) | In addition to the total payments as presented in the above table, we recorded Won 1,887 million in our income statement for the year ended December 31, 2011 with respect to performance-based stock grants, the payment and amount of which are determined in accordance with the performance of the grantees. |
(5) | In addition to the total payments as presented in the above table, a total of Won 237 million was paid in the first quarter of 2011 with respect to short-term performance-based compensation in accordance with the performances in 2010. |
20
5.4.1. | List of Affiliated Companies |
Affiliated companies of KB Financial Group and its ownership of such companies as of March 30, 2012 are as follows.
| Kookmin Bank (100.00%) |
| KB Kookmin Card (100.00%) |
| KB Investment & Securities (100.00%) |
| KB Life Insurance (51.00%) |
| KB Asset Management (100.00%) |
| KB Real Estate Trust (100.00%) |
| KB Investment (100.00%) |
| KB Credit Information (100.00%) |
| KB Data Systems (100.00%) |
| KB Savings Bank (100.00%) |
21
6. Directors, Senior Management and Employees
As of March 30, 2012, we had two executive directors. The name and position of our executive directors and the number of shares of KB Financial Groups common stock they respectively owned as of March 30, 2012 are set forth below.
Name | Date of Birth | Position | Common Shares Owned | |||||
Yoon-Dae Euh |
May 1945 | Chairman & Chief Executive Officer | 30,770 | |||||
Young Rok Lim |
March 1955 | President | 3,648 |
As of March 30, 2012, we had two non-standing directors. The name and position of our non-standing directors and the number of shares of KB Financial Groups common stock they respectively owned as of March 30, 2012 are set forth below.
Name | Date of Birth | Position | Common Shares Owned | |||||
Byong Deok Min |
May 1954 | Non-Standing Director | 3,475 | |||||
Vaughn Richtor |
October 1955 | Non-Standing Director | |
Our non-executive directors, and the number of shares of KB Financial Groups common stock they respectively owned as of March 30, 2012 are as follows.
Name | Date of Birth | Position | Common Shares Owned | |||||
Kyung Jae Lee |
January 1939 | Non-Executive Director | | |||||
Jae Wook Bae |
March 1945 | Non-Executive Director | | |||||
Young Jin Kim |
December 1949 | Non-Executive Director | | |||||
Kun Ho Hwang |
January 1951 | Non-Executive Director | 500 | |||||
Jong Cheon Lee |
February 1951 | Non-Executive Director | | |||||
Sang Moon Hahm |
February 1954 | Non-Executive Director | 3,607 | |||||
Seung Hee Koh |
June 1955 | Non-Executive Director | | |||||
Young Nam Lee |
September 1957 | Non-Executive Director | | |||||
Jae Mok Cho |
January 1961 | Non-Executive Director | |
22
In addition to our executive directors who are also our executive officers, we had the following ten executive officers as of March 30, 2012.
Name | Date of Birth | Position | Common Shares Owned | |||||
Dong Chang Park |
February 1952 | Deputy President & Chief Strategy Officer | 200 | |||||
Jong Kyoo Yoon |
October 1955 | Deputy President & Chief Financial Officer | 5,300 | |||||
Wang-Ky Kim |
March 1955 | Deputy President & Chief Public Relations Officer | 1,000 | |||||
Seok Heung Ryu |
January 1957 | Deputy President & Chief Information Officer | 127 | |||||
Minho Lee |
April 1965 | Deputy President & Chief Compliance Officer | 1,700 | |||||
Wonkeun Yang |
September 1956 | Senior Managing Director (KB Research) | 260 | |||||
Yong Jin Cho |
February 1961 | Managing Director & Chief Human Resources Officer | 473 | |||||
Kyung Sup Han |
December 1958 | Managing Director & Chief Risk Officer | 632 | |||||
Dong Cheol Lee |
October 1961 | Managing Director (Strategic Planning) | 203 | |||||
Kyu Sul Choi |
August 1960 | Managing Director (Investor Relations) | 836 |
The following table shows the breakdown of our employees as of December 31, 2011.
(Unit: in millions of Won) | ||||||||||||||||
Number of Employees |
Average Tenure of Employees (months) |
Total Payment (1) | Average Payment per Person (2) |
|||||||||||||
Total |
148 | 21.1 months | 10,504 | 71 |
(1) | Represents the total amount paid (excluding bonuses and fringe benefits) for the year ended December 31, 2011. |
(2) | Represents (i) the total amount paid (excluding bonuses and fringe benefits) for the year ended December 31, 2011 divided by (ii) the total number of employees as of December 31, 2011. |
23
7. Major Stockholders and Related Party Transactions
The following table presents information regarding holders of 5% or more of our total issued shares as of December 31, 2011:
(Unit: Shares, %) | ||||||||
Name | Number of Shares of Common Stock | Percentage of Total Issued Shares | ||||||
Citibank, N.A.(1) |
33,653,277 | 8.71 | ||||||
Korean National Pension Service |
26,510,171 | 6.86 | ||||||
ING Bank N.V. |
19,401,044 | 5.02 |
* | The number of shares of common stock presented for each stockholder in the table above is based on our shareholder registry as of December 31, 2011, unless otherwise indicated. |
(1) | Depositary under the Companys ADR program. |
7.2. Changes in the Largest Shareholder
(As of December 31, 2011) | (Unit: Shares, %) |
Name of Largest Shareholder | Date of Change in Largest Shareholder/ Date of Change in Ownership Level |
Number of Shares of Common Stock |
Percentage of Total Issued Shares(1) |
|||||||
Korean National Pension Service |
December 31, 2011 | 26,510,171 | 6.86 | |||||||
Korean National Pension Service |
July 8, 2011 | 23,650,699 | 6.12 | |||||||
ING Bank N.V. |
January 27, 2010 | 19,401,044 | 5.02 | |||||||
Korean National Pension Service |
December 31, 2009 | 20,046,217 | 5.19 | |||||||
Korean National Pension Service |
December 7, 2009 | 20,321,051 | 5.26 | |||||||
Korean National Pension Service |
September 2, 2009 | 21,199,372 | 5.49 | |||||||
Korean National Pension Service |
July 27, 2009 | 19,673,220 | 5.52 | |||||||
Korean National Pension Service |
May 29, 2009 | 19,653,362 | 5.52 | |||||||
Korean National Pension Service |
March 27, 2009 | 22,548,541 | 6.33 | |||||||
Korean National Pension Service |
February 4, 2009 | 23,271,087 | 6.53 | |||||||
Korean National Pension Service |
December 31, 2008 | 23,284,404 | 6.53 | |||||||
Korean National Pension Service |
October 31, 2008 | 21,675,810 | 6.08 | |||||||
ING Bank N.V. |
October 20, 2008 | 18,045,337 | 5.06 | |||||||
Korean National Pension Service |
September 30, 2008 | 17,910,781 | 5.03 |
* | The date of change in largest shareholder / change in ownership level is the date as indicated on the public filing disclosing relevant changes in shareholdings in the Company. |
(1) | Based on 386,351,693 total issued shares of common stock for periods on or after September 2, 2009, and 356,351,693 total issued shares of common stock for periods on or prior to July 27, 2009. |
24
7.3. Employee Stock Ownership Association
(As of December 31, 2011) | (Unit: Shares) |
Company Name | Number of shares | Type of shares | ||||
KB Financial Group |
19,040 | Common Stock | ||||
Kookmin Bank |
3,108,983 | Common Stock | ||||
KB Kookmin Card |
150,402 | Common Stock | ||||
KB Investment & Securities |
34,269 | Common Stock | ||||
KB Life Insurance |
22,069 | Common Stock | ||||
KB Asset Management |
8,611 | Common Stock | ||||
KB Real Estate Trust |
15,945 | Common Stock | ||||
KB Investment |
4,181 | Common Stock | ||||
KB Credit Information |
16,669 | Common Stock | ||||
KB Data Systems |
24,665 | Common Stock | ||||
| ||||||
Total |
3,404,834 | Common Stock | ||||
|
7.4. Investments in Affiliated Companies
(As of December 31, 2011) | (Units: shares, millions of Won, %) |
Name |
Ending Balance | Total Assets as of the latest fiscal |
Net Income (loss) for the latest fiscal |
Notes | ||||||||||||||||||||
Number of shares |
Shareholding percentage |
Book value(1) | ||||||||||||||||||||||
|
||||||||||||||||||||||||
Kookmin Bank(3) |
404,379,116 | 100 | 14,821,721 | 257,728,625 | 2,008,579 | (4 | ) | |||||||||||||||||
KB Kookmin Card(3) |
92,000,000 | 100 | 1,953,175 | 13,327,761 | 320,778 | | ||||||||||||||||||
KB Investment & Securities(5) |
31,588,314 | 100 | 507,212 | 2,629,279 | 25,526 | (6 | ) | |||||||||||||||||
KB Futures(5) |
| | | | | | ||||||||||||||||||
KB Life Insurance |
28,152,000 | 51 | 138,484 | 3,869,630 | 25,871 | (6 | ) | |||||||||||||||||
KB Asset Management |
7,667,550 | 100 | 96,312 | 153,352 | 21,278 | (6 | ) | |||||||||||||||||
KB Real Estate Trust |
16,000,000 | 100 | 121,553 | 251,228 | 15,450 | (4 | ) | |||||||||||||||||
KB Investment |
8,951,797 | 100 | 104,910 | 126,404 | 8,425 | (4 | ) | |||||||||||||||||
KB Credit Information |
1,252,400 | 100 | 23,621 | 30,529 | (2,391 | ) | (4 | ) | ||||||||||||||||
KB Data Systems |
800,000 | 100 | 6,334 | 30,589 | 2,148 | (4 | ) | |||||||||||||||||
|
||||||||||||||||||||||||
Total |
590,791,177 | | 17,773,322 | | | |||||||||||||||||||
|
(1) | Based on Korean IFRS. |
(2) | Based on Korean IFRS (non-consolidated basis) |
(3) | KB Kookmin Card was newly established on March 2, 2011 to operate the credit card business previously operated by Kookmin Bank. |
(4) | As of or for the year ended December 31, 2011. |
(5) | KB Futures was merged into KB Investment & Securities on March 14, 2011. |
(6) | As of March 31, 2011 or for the period from April 1, 2010 to March 31, 2011. |
25
7.5. Related Party Transactions
7.5.1. Prepayments | and Loans to Subsidiaries |
(Unit: in billions of Won) | ||||||||||||||||||
Name | Relationship | Account | Loan Amount |
Current Balance |
Interest Rate | Maturity | ||||||||||||
KB Real Estate Trust |
Subsidiary | Loans | 50 | 50 | CD 3M + 226 bps | June 29, 2013 | ||||||||||||
KB Investment |
Subsidiary | Loans | 20 | 10 | CD 3M + 221 bps | June 29, 2012 |
26
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
KB Financial Group Inc.
(Registrant)
Date: March 30, 2012 | By: | /s/ Jong Kyoo Yoon | ||||
(Signature) | ||||||
Name: | Jong Kyoo Yoon | |||||
Title: | Deputy President & CFO |
27