| Business Combination |
| (1) |
Tongyang Life Insurance Co., Ltd. |
The Group obtained approval from the Financial Services Commission on May 2, 2025, to include a subsidiary, and acquired 77.9 % of the interest (excluding treasury stocks; 75.3 % including treasury stocks) of Tongyang Life Insurance Co., Ltd. (“Tongyang Life”) on July 1, 2025, thereby obtaining control. The primary purpose of this business combination is to maximize synergy effects among consolidated subsidiaries and strengthen the non-banking business portfolio. From the acquisition date (July 1, 2025) to the end of the current reporting period, Tongyang Life’s operating income and net income reflected in the consolidated statement of comprehensive income amounted to 49,386 43,609 million Won, respectively. Assuming that the acquisition of Tongyang Life had occurred at the beginning of the annual reporting period (January 1, 2025), Tongyang Life’s operating income and net income that would have been recognized in the consolidated statement of comprehensive income are estimated to be 149,439 million Won and 126,021 million Won, respectively.
| ii. |
Identifiable net assets: |
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(Unit: Korean Won in millions) |
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Assets |
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Cash and cash equivalents |
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286,417 |
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Financial assets at fair value through profit or loss |
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5,799,449 |
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Financial assets at fair value through other comprehensive income |
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21,635,551 |
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Financial assets at amortized cost (*1) |
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6,544,801 |
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Derivative assets |
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172,326 |
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Investment properties |
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426,509 |
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Premises and equipment |
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115,287 |
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Intangible assets |
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29,953 |
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Deferred tax assets |
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130,646 |
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Investments in associates |
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28,521 |
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Reinsurance contracts assets |
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578,741 |
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Other assets |
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53,754 |
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Sub-total |
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35,801,955 |
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(Unit: Korean Won in millions) |
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| |
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Insurance contract liabilities |
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28,743,076 |
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Reinsurance contract liabilities |
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10,900 |
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Investment contract liabilities |
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3,474,425 |
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Financial liabilities at fair value through profit or loss |
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|
256 |
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Financial liabilities at amortized cost |
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1,100,627 |
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| |
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196,317 |
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| |
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41,393 |
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| |
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35,503 |
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33,602,497 |
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Identifiable Net Assets Fair value (*2) |
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2,199,458 |
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| (*1) |
The financial assets measured at amortized cost that were acquired have been estimated at fair value. The contractual gross amount of Tongyang Life’s financial assets measured at amortized cost is KRW 6,547,834 million, and the contractual cash flows that are not expected to be recovered as of the acquisition date are estimated at KRW 90,923 million. |
| (*2) |
The Group measured the identifiable assets and liabilities of the acquiree at their fair values as of the acquisition date for the purpose of allocating the consideration transferred | If, within one year from the acquisition date, new information is obtained about facts and circumstances that existed at the acquisition date requiring adjustments to the amounts recognized at that date, or if additional provisions existing at the acquisition date need to be recognized, such adjustments will be accounted for in the business combination.
| iii. |
Bargain purchase gain | A bargain purchase gain occurred as the fair value of identifiable net assets exceeded the consideration transferred.
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(Unit: Korean Won in millions) |
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| Consideration transferred |
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1,281,963 |
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| Identifiable net assets fair value |
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2,199,458 |
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| Non-controlling interests (*1) |
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236,994 |
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| Hybrid securities (*2) |
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406,310 |
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| Bargain purchase gain (*3) |
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274,191 |
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(*1) |
The non-controlling interests in Tongyang Life acquired during the current period were measured at the fair value based on the closing price at the acquisition date. |
(*2) |
It is a hybrid securities issued by Tongyang Life and classified as equity, which does not grant rights to a proportionate interest of the acquiree’s identifiable net assets, and was measured at fair value using the Hull-White valuation method with discount rates based on credit ratings, interest rate volatility, and exchange rates as input variables. |
(*3) |
Included in other non-operating income in the consolidated statement of comprehensive income. |
| iv. |
Business combination costs | The Group incurred costs of 1,972 million Won related to the business combination, including legal fees and due diligence fees, which were recognized as fees and commissions expenses in the consolidated statement of comprehensive income.
| v. |
Net cash outflows from the business combination |
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(Unit: Korean Won in millions) |
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| Consideration paid in cash |
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1,281,963 |
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| Cash and cash equivalents acquired |
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286,417 |
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| Less: Total |
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995,546 |
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(2) |
ABL Life Insurance Co., Ltd. |
The Group obtained approval from the Financial Services Commission on May 2, 2025, to include a subsidiary, and acquired 100% of the interest of ABL Life Insurance Co., Ltd. (“ABL Life”) on July 1, 2025, thereby obtaining control. The primary purpose of this business combination is to maximize synergy effects among consolidated subsidiaries and strengthen the non-banking business portfolio. From the acquisition date (July 1, 2025) to the end of the current reporting period, ABL Life’s operating income and net income reflected in the consolidated statement of comprehensive income amounted to 58,653 million Won and 55,984 million Won, respectively. Assuming that the acquisition of ABL Life had occurred at the beginning of the annual reporting period (January 1, 2025), ABL Life’s operating income and net income that would have been recognized in the consolidated statement of comprehensive income are estimated to be 124,104 million Won and 89,840 million Won, respectively.
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(Unit: Korean Won in millions) |
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Cash and cash equivalents |
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327,090 |
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Financial assets at fair value through profit or loss |
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5,724,722 |
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Securities at fair value through other comprehensive income |
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11,300,915 |
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Financial assets at amortized cost (*1) |
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1,647,554 |
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| |
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31,506 |
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| |
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154,006 |
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329,899 |
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36,152 |
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305,354 |
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Reinsurance contracts assets |
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7,704 |
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41,402 |
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19,906,304 |
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Insurance contract liabilities |
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18,324,194 |
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Reinsurance contract liabilities |
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125,450 |
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Investment contract liabilities |
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|
930 |
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Financial liabilities at fair value through profit or loss |
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8,239 |
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Financial liabilities at amortized cost |
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828,081 |
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| |
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27,827 |
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| |
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14,848 |
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4,970 |
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19,334,539 |
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Identifiable Net Assets Fair value (*2) |
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571,765 |
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(*1) |
The financial assets measured at amortized cost that were acquired have been estimated at fair value. The contractual gross amount of ABL Life’s financial assets measured at amortized cost is KRW 1,670,314 million, and the contractual cash flows that are not expected to be recovered as of the acquisition date are estimated at KRW 25,489 million. |
(*2) |
The Group measured the identifiable assets and liabilities of the acquiree at their fair values as of the acquisition date for the purpose of allocating the consideration transferred. | If, within one year from the acquisition date, new information is obtained about facts and circumstances that existed at the acquisition date requiring adjustments to the amounts recognized at that date, or if additional provisions existing at the acquisition date need to be recognized, such adjustments will be accounted for in the business combination.
A bargain purchase gain occurred as the fair value of identifiable net assets exceeded the consideration transferred.
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(Unit: Korean Won in millions) |
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Consideration transferred |
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264,946 |
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Identifiable net assets fair value |
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571,765 |
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Bargain purchase gain (*) |
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306,819 |
| (*) Included in other non-operating income in the consolidated statement of comprehensive income.
|
4) |
Business combination costs | The Group incurred costs of 301 million Won related to the business combination, including legal fees and due diligence fees, which were recognized as fees and commissions expenses in the consolidated statement of comprehensive income.
|
5) |
Net cash inflows from the business combination |
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(Unit: Korean Won in millions) |
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Consideration paid in cash |
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264,946 |
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Cash and cash equivalents acquired |
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327,090 |
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62,144 |
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