v3.26.1
Business combination
12 Months Ended
Dec. 31, 2025
Disclosure of detailed information about business combination [abstract]  
Business Combination
47.
BUSINESS
COMBINATION
 
(1)
Tongyang Life Insurance Co., Ltd.
 
i.
General
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
million
Won and
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:
 
 
  
(Unit: Korean Won in millions)
 
 
  
Amount
 
Assets
  
Cash and cash equivalents
     286,417  
Financial assets at fair value through profit or loss
     5,799,449  
Financial assets at fair value through other comprehensive income
     21,635,551  
Financial assets at amortized cost (*1)
     6,544,801  
Derivative assets
     172,326  
Investment properties
     426,509  
Premises and equipment
     115,287  
Intangible assets
     29,953  
Deferred tax assets
     130,646  
Investments in associates
     28,521  
Reinsurance contracts assets
     578,741  
Other assets
     53,754  
  
 
 
 
Sub-total
     35,801,955  
  
 
 
 
 
 
  
(Unit: Korean Won in millions)
 
 
  
Amount
 
Liabilities
  
Insurance contract liabilities
  
 
28,743,076
 
Reinsurance contract liabilities
  
 
10,900
 
Investment contract liabilities
  
 
3,474,425
 
Financial liabilities at fair value through profit or loss
  
 
256
 
Financial liabilities at amortized cost
  
 
1,100,627
 
Derivative liabilities
  
 
196,317
 
Provisions
  
 
41,393
 
Other liabilities
  
 
35,503
 
  
 
 
 
Sub-total
  
 
33,602,497
 
  
 
 
 
Identifiable Net Assets Fair value (*2)
  
 
2,199,458
 
  
 
 
 
 
(*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.

 
 
  
(Unit: Korean Won in millions)
 
 
  
Amount
 
Consideration transferred
     1,281,963  
Identifiable net assets fair value
     2,199,458  
Non-controlling interests (*1)
     236,994  
Hybrid securities (*2)
     406,310  
Bargain purchase gain (*3)
     274,191  
 
(*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

 
  
(Unit: Korean Won in millions)
 
 
  
Amount
 
Consideration paid in cash
     1,281,963  
Cash and cash equivalents acquired
     286,417  
  
 
 
 
Less: Total
     995,546  
  
 
 
 
 
(2)
ABL Life Insurance Co., Ltd.
 
1)
General
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.
 
2)
Identifiable net assets:
 
 
  
(Unit: Korean Won in millions)
 
 
  
Amount
 
Assets
  
Cash and cash equivalents
  
 
327,090
 
Financial assets at fair value through profit or loss
  
 
5,724,722
 
Securities at fair value through other comprehensive income
  
 
11,300,915
 
Financial assets at amortized cost (*1)
  
 
1,647,554
 
Derivative assets
  
 
31,506
 
Investment properties
  
 
154,006
 
Premises and equipment
  
 
329,899
 
Intangible assets
  
 
36,152
 
Deferred tax assets
  
 
305,354
 
Reinsurance contracts assets
  
 
7,704
 
Other assets
  
 
41,402
 
  
 
 
 
Sub-total
  
 
19,906,304
 
  
 
 
 
Liabilities
  
Insurance contract liabilities
  
 
18,324,194
 
Reinsurance contract liabilities
  
 
125,450
 
Investment contract liabilities
  
 
930
 
Financial liabilities at fair value through profit or loss
  
 
8,239
 
Financial liabilities at amortized cost
  
 
828,081
 
Derivative liabilities
  
 
27,827
 
Provisions
  
 
14,848
 
Other liabilities
  
 
4,970
 
  
 
 
 
Sub-total
  
 
19,334,539
 
  
 
 
 
Identifiable Net Assets Fair value (*2)
  
 
571,765
 
  
 
 
 
 
 
(*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.
 
 
3)
Bargain purchase gain
A bargain purchase gain occurred as the fair value of identifiable net assets exceeded the consideration transferred.
 
 
  
(Unit: Korean Won in millions)
 
 
  
Amount
 
Consideration transferred
  
 
264,946
 
Identifiable net assets fair value
  
 
571,765
 
Bargain purchase gain (*)
  
 
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
 
 
  
(Unit: Korean Won in millions)
 
 
  
Amount
 
Consideration paid in cash
  
 
264,946
 
Cash and cash equivalents acquired
  
 
327,090
 
  
 
 
 
Less: Total
  
 
62,144