PROSPECTUS SUPPLEMENT Filed Pursuant to 424 (b)(5)
(To Prospectus Dated July 3, 2003) Registration No. 333-97299
[LOGO] The Korea Development Bank
US$750,000,000
The Korea Development Bank
5.75% Notes due 2013
Our US$750,000,000 aggregate principal amount of 5.75% notes due 2013 (the
"Notes") will mature on September 10, 2013. Our Notes will bear interest at the
rate of 5.75% per year. Interest on the Notes is payable on March 10 and
September 10 of each year, beginning on March 10, 2004. The Notes will be
issued in minimum denominations of US$1,000 increased in multiples of US$1,000.
The Notes will be represented by one or more global securities registered in
the name of a nominee of The Depository Trust Company, as depositary.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
Per Note Total
-------- --------------
Public Offering Price........................ 99.617% US$747,127,500
Underwriting Discount........................ 0.200% US$ 1,500,000
Proceeds To Us (before deduction of expenses) 99.417% US$745,627,500
In addition to the initial public offering price, you will have to pay for
accrued interest, if any, from and including September 10, 2003.
We have applied to the Luxembourg Stock Exchange for listing of the Notes.
There can be no assurance that such listing will be obtained for the Notes.
Currently, there is no public market for the Notes.
The underwriters will deliver the Notes to investors through the book-entry
facilities of The Depository Trust Company on or about September 10, 2003.
Barclays Capital Credit Suisse First Boston HSBC JPMorgan
Joint Bookrunners
September 3, 2003
You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with different information. We are
not making an offer of these securities in any state where the offer is not
permitted.
-----------------
TABLE OF CONTENTS
Prospectus Supplement
Page
----
Summary of the Offering.......... S-5
Recent Developments.............. S-7
Description of the Notes......... S-58
Taxation......................... S-60
Clearance and Settlement......... S-61
Underwriting..................... S-65
Legal Matters.................... S-69
Official Statements and Documents S-69
General Information.............. S-69
Prospectus
Page
----
Certain Defined Terms and Conventions...................... 3
Use of Proceeds............................................ 4
The Korea Development Bank................................. 5
Overview............................................... 5
Capitalization......................................... 6
Business............................................... 7
Selected Financial Statement Data...................... 10
Operations............................................. 14
Sources of Funds....................................... 22
Debt................................................... 24
Overseas Operations.................................... 24
Property............................................... 25
Directors and Management; Employees.................... 25
Financial Statements and the Auditors.................. 25
The Republic of Korea...................................... 72
Land and History....................................... 72
Government and Politics................................ 73
The Economy............................................ 76
Gross Domestic Product and Major Financial Indicators.. 94
Balance of Payments and Foreign Trade.................. 104
The Financial System................................... 109
Monetary Policy........................................ 113
Government Finance..................................... 117
S-2
Page
----
Debt............................................................. 119
Tables and Supplementary Information............................. 121
Description of the Securities........................................ 124
Description of Debt Securities................................... 124
Description of Warrants.......................................... 131
Terms Applicable to Debt Securities and Warrants................. 132
Description of Guarantees........................................ 133
Limitations on Issuance of Bearer Debt Securities and Bearer Warrants 134
Taxation............................................................. 135
Korean Taxation.................................................. 135
United States Tax Considerations................................. 136
Plan of Distribution................................................. 144
Legal Matters........................................................ 145
Authorized Representatives in the United States...................... 145
Official Statements and Documents.................................... 145
Experts.............................................................. 145
Forward-Looking Statements........................................... 145
Further Information.................................................. 146
S-3
Certain Defined Terms
All references to "we" or "us" mean The Korea Development Bank. All
references to "Korea" or the "Republic" contained in this prospectus supplement
mean the Republic of Korea. All references to the "Government" mean the
government of Korea. Terms used but not defined in this prospectus supplement
shall have the same meanings given to them in the accompanying prospectus.
Additional Information
The information in this prospectus supplement is in addition to the
information contained in our prospectus dated July 3, 2003. The accompanying
prospectus contains information regarding ourselves and Korea, as well as a
description of some terms of the Notes. You can find further information
regarding us, Korea, and the Notes in registration statement no. 333-97299, as
amended, relating to our debt securities, with or without warrants, and
guarantees, which is on file with the U.S. Securities and Exchange Commission.
We are Responsible for the Accuracy of the Information in this Document
We are responsible for the accuracy of the information in this document and
confirm that to the best of our knowledge we have included all facts that
should be included not to mislead potential investors.
The Luxembourg Stock Exchange takes no responsibility for the contents of
this prospectus supplement and the accompanying prospectus, and makes no
representation as to liability whatsoever for any loss howsoever arising from
or in reliance upon the whole or any part of the contents of this prospectus
supplement and the accompanying prospectus.
Not an Offer if Prohibited by Law
The distribution of this prospectus supplement and the accompanying
prospectus, and the offer of the Notes, may be legally restricted in some
countries. If you wish to distribute this prospectus supplement or the
accompanying prospectus, you should observe any restrictions. This prospectus
supplement and the accompanying prospectus should not be considered an offer
and it is prohibited to use them to make an offer, in any state or country
which prohibits the offering.
The Notes may not be offered or sold in Korea, directly or indirectly, or
to any resident of Korea, except as permitted by Korean law. For more
information, see "Underwriting--Foreign Selling Restrictions" on page S-66.
This document is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) to investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2001 (the "Order") or (iii) high net worth
entities, and other persons to whom it may lawfully be communicated, falling
within Article 49(2) of the Order (all such persons together being referred to
as "relevant persons"). The Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such Notes will
be engaged in only with, relevant persons. Any person who is not a relevant
person should not act or rely on this document or any of its contents. For more
information, see "Underwriting--Foreign Selling Restrictions" on page S-66.
Information Presented Accurate as of Date of Document
This prospectus supplement and the accompanying prospectus are the only
documents on which you should rely for information about the offering. We have
authorized no one to provide you with different information. You should not
assume that the information in this prospectus supplement or the accompanying
prospectus is accurate as of any date other than the date on the front of each
document.
S-4
SUMMARY OF THE OFFERING
This summary highlights selected information from this prospectus
supplement and the accompanying prospectus and may not contain all of the
information that is important to you. To understand the terms of our Notes, you
should carefully read this prospectus supplement and the accompanying
prospectus.
The Notes
We are offering US$750,000,000 aggregate principal amount of 5.75% notes
due September 10, 2013 (the "Notes").
The Notes pay 5.75% interest each year. Interest on the Notes will be paid
twice each year on March 10 and September 10, beginning on March 10, 2004.
Interest on the Notes will accrue from September 10, 2003. Interest on the
Notes will be computed based on a 360-day year consisting of twelve 30-day
months.
The Notes will be issued in minimum denominations of US$1,000 increased in
multiples of US$1,000. The Notes will be represented by one or more global
securities registered in the name of a nominee of The Depository Trust Company
("DTC"), as depositary.
We do not have any right to redeem the Notes prior to maturity.
For sale in
The Notes will be offered for sale in the countries in the Americas, Europe
and Asia where it is legal to make such offers.
Listing
We have applied through our listing agent to list the Notes on the
Luxembourg Stock Exchange. We cannot give assurance that the application to the
Luxembourg Stock Exchange for the Notes will be approved. Settlement of the
Notes is not conditioned on obtaining the listing.
Form and settlement
We will issue the Notes in the form of one or more fully registered global
notes, registered in the name of a nominee of DTC. Except as described in the
accompanying prospectus under "Description of the Securities--Description of
Debt Securities--Global Securities," the global notes will not be exchangeable
for Notes in definitive registered form, and will not be issued in definitive
registered form. Financial institutions, acting as direct and indirect
participants in DTC, will represent your beneficial interests in the global
notes. These financial institutions will record the ownership and transfer of
your beneficial interest through book-entry accounts. You may hold your
beneficial interests in the Notes through Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme ("Clearstream, Luxembourg") if you are a
participant in such systems, or indirectly through organizations that are
participants in such systems. Any secondary market trading of book-entry
interests in the Notes will take place through DTC participants, including
Euroclear and Clearstream,
S-5
Luxembourg. See "Clearance and Settlement--Transfers Within and Between DTC,
Euroclear and Clearstream, Luxembourg".
Further Issues
We may from time to time, without the consent of the holders of the Notes,
create and issue additional debt securities with the same terms and conditions
as the Notes in all respects so that such further issue shall be consolidated
and form a single series with the Notes.
Delivery of the Notes
We will make delivery of the Notes, against payment in same-day funds on or
about September 10, 2003, which will be the fifth business day following the
date of this prospectus supplement, referred to as "T+5". You should note that
initial trading of the Notes may be affected by the T+5 settlement. See
"Underwriting--Delivery of the Notes".
S-6
RECENT DEVELOPMENTS
This section provides information that supplements the information about
our bank and the Republic included under the headings corresponding to the
headings below in the accompanying prospectus dated July 3, 2003. Defined terms
used in this section have the meanings given to them in the accompanying
prospectus. If the information in this section differs from the information in
the accompanying prospectus, you should rely on the information in this section.
THE KOREA DEVELOPMENT BANK
Overview
As of June 30, 2003, we had (Won)46,949.1 billion of loans outstanding,
total assets of (Won)82,227.5 billion and total equity of (Won)6,968.7 billion,
as compared to (Won)44,917.2 billion of loans outstanding, (Won)78,782.3
billion of total assets and (Won)6,940.6 billion of total equity as of December
31, 2002. For the first half of 2003, we recorded interest income of
(Won)1,381.7 billion, interest expense of (Won)1,377.4 billion and net loss of
(Won)392.3 billion, as compared to (Won)1,679.0 billion of interest income,
(Won)1,639.8 billion of interest expense and (Won)112.5 billion of net income
for the first half of 2002. See "The Korea Development Bank--Selected Financial
Statement Data".
Capitalization
As of June 30, 2003, our authorized capital was (Won)10,000 billion and
capitalization was as follows:
June 30, 2003(1)
- -----------------
(billions of won)
Long-term debt(2)(3):
Won currency borrowings....... (Won) 3,849.4
Industrial finance bonds...... 20,009.8
Foreign currency borrowings... 9,699.4
-------------
Total long-term debt...... 33,558.6
-------------
Capital:
Paid-in capital............... 7,161.9
Capital surplus............... 44.4
Retained earnings............. (96.9)
Capital adjustment............ (140.6)
-------------
Total capital............. 6,968.7
-------------
Total capitalization.............. (Won)40,527.4
=============
- --------
(1) Except as disclosed in this prospectus supplement, since June 30, 2003
there has been no material adverse change in our capitalization.
(2) We have translated borrowings in foreign currencies into Won at the rate of
(Won)1,193.1 to US$1.00, which was the market average exchange rate, as
announced by the Seoul Monetary Brokerage Services Ltd., on June 30, 2003.
(3) As of June 30, 2003, we had contingent liabilities totaling (Won)10,627.7
billion under outstanding guarantees issued on behalf of our clients. For
further information relating to our contingent liabilities under
outstanding guarantees as of June 30, 2003, see notes 12 and 13 of notes to
the non-consolidated financial statements included in this prospectus
supplement.
S-7
Selected Financial Statement Data
Results of Operation
You should read the following financial statement data together with the
financial statements and notes included in this prospectus supplement:
Six Months Ended June 30,
- -------------------------
2002 2003
------------ ------------
(billions of won)
(unaudited)
Income Statement Data
Total interest income.. (Won)1,679.0 (Won)1,381.7
Total interest expenses 1,639.8 1,377.4
Net interest income.... 39.2 4.2
Operating revenues..... 5,274.5 3,651.5
Operating expenses..... 5,456.4 4,076.6
Net income............. 112.5 (392.3)
As of As of
December 31, 2002 June 30, 2003
- ----------------- -------------
(billions of won)
(unaudited)
Balance Sheet Date
Total loans(1)..... (Won)44,917.2 (Won)46,949.1
Total borrowings(2) 66,804.4 69,534.5
Total assets....... 78,782.3 82,227.5
Total liabilities.. 71,841.7 75,258.9
Total equity....... 6,940.6 6,968.7
- --------
(1) These figures include loans, domestic usance, bills of exchange bought,
local letters of credit negotiation and loan-type suspense accounts
pursuant to the applicable guidelines.
(2) Total borrowings include deposits, borrowings and industrial finance bonds.
In the first half of 2003, we had a net loss of (Won)392.3 billion compared
to net income of (Won)112.5 billion in the first half of 2002.
Principal factors for the net loss in the first half of 2003 included:
. additional loan loss reserves of (Won)483.0 billion primarily due to the
deterioration of the financial condition of companies in our loan
portfolio such as SK Global; and
. impairment losses of (Won)337.5 billion primarily due to valuation losses
on the stock of Hyundai Engineering and Construction and Hynix
Semiconductor resulting from changes in accounting regulations with
respect to companies subject to the Corporate Restructuring Promotion
Act. As a result of such changes, beginning on January 1, 2003, our
equity interests in companies subject to the Corporate Restructuring
Promotion Act were recorded at prevailing market prices instead of at
acquisition cost.
The above factors were partially offset by gains on equity method investees
of (Won)281.2 billion including gains from investments in KEPCO and Daewoo
Shipbuilding & Marine Engineering and fees and commissions of (Won)197.7
billion.
S-8
Provisions for Possible Loan Losses and Loans in Arrears
As of June 30, 2003, we established provisions of (Won)1,603.5 billion for
possible loan losses and bad debt securities, 47.1% higher than the provisions
as of December 31, 2002, and (Won)49.3 billion for doubtful accounts relating
to foreign exchange, guarantees and other assets, representing a 27.7% decrease
from December 31, 2002.
Certain of our customers have restructured loans with their creditor banks.
As of June 30, 2003, we have provided loans of (Won)4,508.3 billion for
companies under workout, court receivership, court mediation and other
restructuring procedures. In addition, as of such date, we held equity
securities of such companies in the amount of (Won)540.1 billion following
debt-equity swaps. As of June 30, 2003, we had established provisions of
(Won)1,227.8 billion for possible loan losses and (Won)27.3 billion for present
value discount with regard to the above loans. We cannot assure you that actual
results of the credit loss from the loans to these customers will not exceed
the provisions reserved.
The following table provides information on our loan loss provisions.
As of June 30, 2003(1)
- ---------------------------------------
Minimum
Provisioning Loan Loss
Loan Amount Ratio Provisions
------------- ------------ ------------
(in billions of won, except percentages)
Normal........... (Won)48,698.1 0.5% (Won) 199.7
Special Attention 2,153.8 2.0 430.5
Sub-Standard..... 1,904.0 20.0 657.7
Doubtful......... 527.4 50.0 268.4
Loss............. 94.9 100.0 94.9
Others(2)........ 5,802.0 -- --
------------- ------------
Total............ (Won)59,180.2 (Won)1,651.2
============= ============
- --------
(1) These figures include loans, guarantees, domestic usance, bills of exchange
bought, local letters of credit negotiation and loan-type suspense accounts
pursuant to the applicable guidelines.
(2) Includes loans guaranteed by the Government.
As of June 30, 2003, our delinquent loans totaled (Won)2,526.3 billion,
representing 4.3% of our outstanding loans and guarantees as of such date. On
June 30, 2003, our legal reserve was (Won)294.1 billion, representing 0.5% of
our outstanding loans and guarantees as of such date.
Loans to Financially Troubled Companies
We have significant credit exposure to a number of financially troubled
Korean companies including several former Hyundai Group affiliates, SK Global
and Korea Thrunet Co., Ltd. As of June 30, 2003, our credit extended to these
companies totaled (Won)2,417.2 billion, accounting for 2.9% of our total assets
as of such date.
As of June 30, 2003, our total exposure to several former Hyundai Group
affiliates classified as "financially troubled" decreased to (Won)1,105.4
billion from (Won)1,280.0 billion as of December 31, 2002, primarily due to the
normalization in operations of certain of such former Hyundai Group affiliates.
Our exposure to Hyundai Group affiliates includes (Won)328.1 billion to Hyundai
Engineering & Construction, (Won)366.0 billion to Hyundai Merchant Marine, and
(Won)411.2 billion to Hynix Semiconductor.
S-9
In March 2003, SK Global admitted that it had falsified its financial
statements. The restructuring of SK Global's debt is reportedly ongoing. In
addition, Korea Thrunet, an internet broadband service provider, filed for
court receivership and received a court order for the commencement of corporate
reorganization proceedings in March 2003. As of June 30, 2003, our total
exposure to SK Global and Korea Thrunet was (Won)1,023.7 billion and (Won)288.1
billion, respectively.
As of June 30, 2003, we established provisions of (Won)229.3 billion for
several former Hyundai Group affiliates (including (Won)113.3 billion for the
exposure to Hynix Semiconductor, (Won)44.1 billion for the exposure to Hyundai
Merchant Marine and (Won)10.7 billion for the exposure to Hyundai Engineering &
Construction), (Won)417.4 billion for our exposure to SK Global and (Won)102.3
billion for our exposure to Korea Thrunet.
In addition to our loans in Korea, as of June 30, 2003, we had loans
totaling approximately US$35.5 million to Indonesian entities. We have
classified US$1.9 million of these amounts as non-performing loans and have
made provision for potential losses relating to them since 1998. We also had
investments in securities of such entities totaling US$7.9 million as of June
30, 2003.
As of June 30, 2003, we had credit exposure totaling approximately US$135
million to Russia, which is guaranteed by the Government, after writing off
US$15 million of non-guaranteed exposure in June 2002. We classified the
remaining US$135 million as a normal loan and have not made any provision for
that credit exposure.
For the first six months ended June 30, 2003, we have not sold any
non-performing loans to KAMCO.
Operations
Loan Operations
The following table sets out, by currency and category of loan, our total
outstanding loans as of June 30, 2003:
Loans(1)
June 30, 2003
- -----------------
(billions of won)
Equipment Capital Loans:
Domestic currency.... (Won) 9,841.3
Foreign currency(2).. 13,322.6
-------------
23,163.9
-------------
Working Capital Loans:
Domestic currency.... 5,449.7
Foreign currency(2).. 2,650.5
-------------
8,100.2
-------------
Total loans...... (Won)31,264.1
=============
- --------
(1) Includes loans extended to affiliates.
(2) Includes loans disbursed and repayable in Won, the amounts of which are
based upon an equivalent amount of foreign currency. This type of loan
totaled (Won)5,384.2 billion as of June 30, 2003. See "The Korea
Development Bank--Operations--Loan Operations--Loans by Categories--Local
Currency Loans Denominated in Foreign Currencies."
S-10
As of June 30, 2003, we had (Won)31,264.1 billion in outstanding loans, a
2.4% increase from December 31, 2002. The increase reflected higher demand for
working capital loans.
Maturities of Outstanding Loans
The following table categorizes our outstanding loans by their remaining
maturities:
Outstanding Loans by Remaining Maturities(1)
As % of
June 30, 2003
June 30, 2003 Total
------------- -------------
(billions of won, except
percentages)
Loans with remaining maturities of one year or less.. (Won) 9,848.0 31.5%
Loans with remaining maturities of more than one year 21,416.1 68.5
------------- -----
Total............................................ (Won)31,264.1 100.0%
============= =====
- --------
(1) Includes loans extended to affiliates.
Loans by Industrial Sector
The following table sets out the total amount of our outstanding loans,
categorized by industry sector as of June 30, 2003:
Outstanding Loans by Industry Sector(1)
As % of
June 30, 2003
June 30, 2003 Total
------------- -------------
(billions of won, except
percentages)
Manufacturing...................................... (Won)14,359.4 45.9%
Transportation and Communication................... 3,589.6 11.5
Electricity, Gas and Water Supply Industry......... 2,434.1 7.8
Banking and Insurance.............................. 4,138.8 13.2
Public Administration and National Defense......... 3,708.3 11.9
Others............................................. 3,033.8 9.7
------------- -----
Total.......................................... (Won)31,264.0 100.0%
============= =====
Percentage increase (decrease) from previous period 2.4%
- --------
(1) Includes loans extended to affiliates.
The manufacturing sector accounted for 45.9% of our outstanding loans as of
June 30, 2003.
S-11
The Small and Medium Industry Promotion Corporation was our single largest
borrower as of June 30, 2003, accounting for 10.7% of our outstanding loans. As
of June 30, 2003, our five largest borrowers accounted for 21.3% of our
outstanding loans and the 20 largest borrowers for 36.4%. The following table
breaks down the loans to our 20 largest borrowers outstanding as of June 30,
2003 by industry sector:
20 Largest Borrowers by Industry Sector
As % of
June 30, 2003
Total Outstanding
Loans
-----------------
Financing, Insurance and Business Services 56.4%
Manufacturing............................. 17.0%
Construction.............................. 7.2%
Transportation and Communication.......... 11.3%
Electricity and Waterworks................ 8.1%
Loans by Categories
The following table sets out loans by categories as of June 30, 2003:
Equipment Working
Capital Loans(1) Capital Loans(1)
------------------- ------------------
June 30, June 30,
2003 % 2003 %
------------- ----- ------------ -----
(billions of won, except percentages)
Industrial fund loans................................. (Won) 6,871.5 29.7% (Won)3,793.7 46.8%
Foreign currency loans................................ 2,294.2 9.9 992.3 12.2
Local currency loans denominated in foreign currencies 4,455.6 19.2 928.6 11.5
Offshore loans in foreign currencies.................. 1,284.9 5.6 -- --
Government fund loans................................. 952.7 4.1 539.5 6.7
ADB and IBRD loans.................................... 5,287.8 22.8 -- --
Others................................................ 2,017.2 8.7 1,846.0 22.8
------------- ----- ------------ -----
Total............................................. (Won)23,163.9 100.0% (Won)8,100.1 100.0%
============= ===== ============ =====
- --------
(1) Includes loans extended to affiliates totaling (Won)1,515.3 billion.
For more information on the types of credit extended by us and the amounts
of each type outstanding as of June 30, 2003, see note 5 of notes to the
non-consolidated financial statements included in this prospectus supplement.
Guarantee Operations
The following table shows our outstanding guarantees as of June 30, 2003:
June 30, 2003
-----------------
(billions of won)
Acceptances...................... (Won) 979.4
Guarantees on local borrowing.... 783.1
Guarantees on foreign borrowing.. 8,790.4
Letter of guarantee for importers 74.8
-------------
Total........................ (Won)10,627.7
=============
S-12
Investments
Our equity investments decreased to (Won)13,836.1 billion as of June 30,
2003 from (Won)13,946.8 billion as of December 31, 2002, principally as a
result of valuation losses on capital stock of Hyundai Engineering and
Construction and Hynix Semiconductor.
As of June 30, 2003, the cost basis of our equity investments totaled
(Won)3,665.3 billion, equal to 24.6% of our equity investment ceiling. For a
discussion of Korean accounting principles relating to our equity investments,
see "The Korea Development Bank--Financial Statements and the Auditors" in the
accompanying prospectus.
The following table sets out our equity investments by industry sector on a
book value basis as of June 30, 2003:
Equity Investments
Book Value
as of June 30, 2003
-------------------
(billions of won)
Electricity & Waterworks (Won) 5,488.2
Construction............ 3,922.1
Finance and Insurance... 1,343.1
Manufacturing........... 966.5
Other................... 2,116.2
-------------
Total................... (Won)13,836.1
=============
As of June 30, 2003, we held total equity investments, on a book value
basis, of (Won)2,709.9 billion in four of our five largest borrowers and
(Won)4,435.3 billion in 12 of our 20 largest borrowers. As of June 30, 2003, we
owned a controlling interest in a financial services company which was one of
our 20 largest borrowers. We have not established a policy addressing loans to
enterprises in which we hold equity interests or equity interests in
enterprises to which we have extended loans.
As of June 30, 2003, the aggregate value of our equity investments
accounted for approximately 103.7% of their aggregate cost basis. For a
discussion on how we determine the value of our equity investments, see "The
Korea Development Bank--Operations--Investments" in the accompanying prospectus.
Other Activities
As of June 30, 2003, our cash and other assets held in trust increased to
(Won)14,129.4 billion from (Won)13,673.2 billion as of December 31, 2002
primarily as a result of an increase of (Won)484.3 billion in receivables in
trust, and we generated in the first half of 2003 trust fee income equaling
(Won)15.3 billion.
Source of Funds
Borrowings from the Government
The following table sets out our Government borrowings as of June 30, 2003:
Type of Funds Borrowed Amount
---------------------- -----------------
(billions of won)
General purpose.... (Won) 2,093.2
Special purpose.... 8,356.7
-------------
Total.............. (Won)10,449.9
=============
S-13
Domestic and International Capital Markets
The following table sets out the outstanding balance of our industrial
finance bonds as of June 30, 2003:
Outstanding Balance Amount
------------------- -----------------
(billions of won)
Denominated in Won............. (Won)25,626.3
Denominated in other currencies 10,116.2
-------------
Total...................... (Won)35,742.5
=============
As of June 30, 2003, the aggregate amount of our industrial finance bonds
and guarantee obligations (including guarantee obligations relating to loans
that had not been borrowed as of June 30, 2003) was (Won)48,839.5 billion,
equal to 23.0% of our authorized amount under the KDB Act, which was
(Won)218,138.7 billion.
Foreign Currency Borrowings
As of June 30, 2003, the outstanding amount of our foreign currency
borrowings from institutions, including syndicates of commercial banks, and
supranational institutions, including the World Bank and the ADB, was US$13.6
billion.
The Bank of Korea deposits a portion of its surplus foreign currency with
us. We account for The Bank of Korea deposits as foreign currency borrowings.
The amount of these deposits totaled (Won)106.1 billion as of June 30, 2003.
Our long term and short term foreign currency borrowings decreased to
(Won)16,301.3 billion as of June 30, 2003 from (Won)17,434.9 billion as of
December 31, 2002.
Deposits
As of June 30, 2003, demand deposits held by us totaled (Won)625.6 billion
and time and savings deposits held by us totaled (Won)6,766.5 billion.
Debt
Debt Repayment Schedule
The following table sets out our principal repayment schedule as of June
30, 2003:
Debt Principal Repayment Schedule
Maturing on or before June 30,
------------------------------------------------------------------
Currency(1)(2) 2004 2005 2006 2007 Thereafter
- -------------- ------------- ------------- ------------ ------------ ------------
(billions of won)
Won....................... (Won)13,615.2 (Won) 6,988.1 (Won)5,363.1 (Won)1,284.0 (Won)2,696.4
Foreign................... 9,190.5 6,370.1 2,895.4 2,221.8 5,739.7
------------- ------------- ------------ ------------ ------------
Total Won Equivalent.. (Won)22,805.7 (Won)13,358.2 (Won)8,258.5 (Won)3,505.8 (Won)8,436.1
============= ============= ============ ============ ============
- --------
(1) Borrowings in foreign currencies have been translated into Won at the
market average exchange rates on June 30, 2003, as announced by the Seoul
Money Brokerage Services Ltd.
(2) We categorize debt with respect to which we have entered into currency swap
agreements by our repayment currency under such agreements.
S-14
THE KOREA DEVELOPMENT BANK
NON-CONSOLIDATED BALANCE SHEETS
June 30, 2003 (Unaudited) and December 31, 2002
In Millions of Korean Won
---------------------------------
June 30, 2003 December 31, 2002
--------------- -----------------
ASSETS
Cash and due from banks (Note 3).......................................... (Won) 1,285,831 (Won) 1,970,664
Securities (Note 4)....................................................... 27,879,455 26,378,326
Loans,
net of provision for possible loan losses of (Won)1,603,459 million in
2003 and (Won)1,089,983 million in 2002 and present value discount
of (Won)112,942 million in 2003 and (Won)126,955 million in 2002
(Note 5)................................................................ 46,949,105 44,917,231
Premises and equipment, net (Note 6)...................................... 671,773 681,952
Derivative financial instruments (Note 14)................................ 1,591,463 1,645,161
Other assets (Note 7)..................................................... 3,849,914 3,189,010
--------------- ---------------
Total assets...................................................... (Won)82,227,541 (Won)78,782,344
=============== ===============
LIABILITIES AND EQUITY
Deposits (Note 8)......................................................... (Won) 8,813,105 (Won) 8,745,304
Borrowings (Note 9)....................................................... 24,978,945 24,459,085
Industrial finance bonds,
gross of premium on bonds of (Won)22,135 million in 2003 and
(Won)16,396 million in 2002 and net of discount on bonds of
(Won)43,036 million in 2003 and (Won)52,460 million in 2002
(Note 10)............................................................... 35,742,497 33,600,020
Provision for possible guarantee losses (Note 12)......................... 47,450 63,223
Accrued severance benefits................................................ 22,276 14,685
Derivative financial instruments (Note 14)................................ 1,491,512 1,424,200
Other liabilities (Note 11)............................................... 4,163,067 3,535,222
--------------- ---------------
Total liabilities................................................. 75,258,852 71,841,739
--------------- ---------------
Commitments and contingencies (Note 13)
Equity:
Paid-in capital (Notes 1 and 15)...................................... 7,161,861 7,161,861
Capital surplus (Note 15)............................................. 44,373 44,373
Retained earnings..................................................... (96,908) 294,103
Capital adjustments................................................... (140,637) (559,732)
--------------- ---------------
Total equity...................................................... 6,968,689 6,940,605
--------------- ---------------
Total liabilities and equity...................................... (Won)82,227,541 (Won)78,782,344
=============== ===============
The accompanying notes are an integral part of these non-consolidated financial
statements.
S-15
THE KOREA DEVELOPMENT BANK
NON-CONSOLIDATED STATEMENTS OF OPERATIONS
For the six-month periods ended June 30, 2003 and 2002
(Unaudited)
In Millions of Korean Won
------------------------------
For the six-month periods ended
June 30
------------------------------
2003 2002
-------------- --------------
Interest income:
Interest on loans.............................. (Won)1,052,226 (Won)1,298,904
Interest on due from banks..................... 16,390 34,813
Interest on trading securities................. 24,266 32,782
Interest on available-for-sale securities...... 191,882 168,643
Interest on held-to-maturity securities........ 87,081 138,211
Other interest income.......................... 9,822 5,631
-------------- --------------
1,381,667 1,678,984
-------------- --------------
Interest expense:
Interest on deposits........................... 188,756 200,437
Interest on borrowings......................... 283,857 336,537
Interest on bonds payable...................... 893,991 1,058,182
Other interest expenses........................ 10,839 44,635
-------------- --------------
1,377,443 1,639,791
-------------- --------------
Net interest income................................ 4,224 39,193
Provision for loan losses (Note 5)............. 482,965 200,218
-------------- --------------
Net interest loss after provision for loan losses.. (478,741) (161,025)
-------------- --------------
Non-interest revenue:
Fees and commissions........................... 197,700 137,301
Gain from trading securities................... 25,911 52,622
Gain from available-for-sale securities........ 25,713 34,174
Gain from derivative financial instruments..... 1,405,548 2,875,301
Others (Note 16)............................... 614,918 496,114
-------------- --------------
2,269,790 3,595,512
-------------- --------------
Non-interest expense:
Fees and commissions........................... 98,492 15,550
Loss from trading securities................... 11,161 27,591
Loss from derivative financial instruments..... 1,566,128 2,964,866
General and administrative expenses (Note 17).. 137,036 117,867
Others (Note 16)............................... 403,398 490,556
-------------- --------------
2,216,215 3,616,430
-------------- --------------
Operating loss..................................... (425,166) (181,943)
Non-operating income, net (Note 18)................ 33,125 294,681
-------------- --------------
Income (loss) before income taxes.................. (392,041) 112,738
Income taxes (Note 20)............................. 288 216
-------------- --------------
Net income (loss).................................. (Won) (392,329) (Won) 112,522
============== ==============
The accompanying notes are an integral part of these non-consolidated financial
statements.
S-16
THE KOREA DEVELOPMENT BANK
NON-CONSOLIDATED STATEMENT OF CASH FLOWS
For the six-month periods ended June 30, 2003
(Unaudited)
In Millions of
Korean Won
---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss....................................................................... (Won) (392,329)
Adjustments to reconcile net loss to net cash provided by operating activities:
Gain on disposal of loans, net............................................. (7,063)
Gain on trading securities, net............................................ (14,750)
Loss on available-for-sale securities, net................................. 341,244
Gain on equity method securities........................................... (374,973)
Provision for allowance for loan losses.................................... 482,965
Depreciation............................................................... 10,313
Retirement allowance....................................................... 9,427
Loss on foreign currency translation....................................... 547
Loss from derivative financial instruments, net............................ 94,848
Gain on valuation of hedged items, net..................................... (116,361)
Increase in accounts receivable............................................ (703,568)
Increase in accounts payable............................................... 631,707
Net decrease in derivative financial instruments........................... 26,161
Payment of severance benefits.............................................. (1,836)
Receipt of dividend........................................................ 113,088
Others, net................................................................ 34,918
---------------
Net cash provided by operating activities.................................. 134,338
---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease in trading securities......................................... 21,949
Net increase in loans...................................................... (2,492,198)
Net increase in available-for-sale securities.............................. (2,188,737)
Net decrease in held-to-maturity securities................................ 645,123
Net decrease in equity method securities................................... 371,088
Net decrease in premises and equipment..................................... 512
Others, net................................................................ 800,215
---------------
Net cash used in investing activities...................................... (2,842,048)
---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits................................................... 67,800
Net increase in borrowings................................................. 530,710
Net increase in bonds issued............................................... 2,232,142
Others, net................................................................ 5,220
---------------
Net cash provided by financing activities.................................. 2,835,872
---------------
Net increase in cash........................................................... 128,162
Cash, beginning of the period.................................................. 38,473
---------------
Cash, end of the period (Note 3)............................................... (Won) 166,635
===============
The accompanying notes are an integral part of these non-consolidated financial
statements.
S-17
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2003
(Unaudited)
1. The Bank:
The Korea Development Bank (the "Bank") was established in 1954 in
accordance with the Korea Development Bank Act for the purpose of supplying and
managing major industrial capital to develop the Korean industry. The Bank
operates through 35 local branches, 5 overseas branches, 3 overseas
subsidiaries and 2 overseas offices as of June 30, 2003. The Bank is engaged in
the banking business under the Korea Development Bank Act and in the trust
business in accordance with the Trust Business Act and other related
regulations.
The Korea Development Bank Act prescribes that the Korean Government owns
the entire capital of the Bank.
2. Summary of Significant Accounting Policies:
The significant accounting policies followed by the Bank in the preparation
of its non-consolidated financial statements are summarized below.
Basis of Financial Statement Presentation
The Bank operates both a commercial banking business and a trust business
in which the Bank, as a fiduciary, holds and manages the property of others.
Under the Trust Business Act, the trust funds held as fiduciary are accounted
for and reported separately from the Bank's own commercial banking business.
The Bank maintains its official accounting records in Korean Won and
prepares statutory financial statements in the Korean language in conformity
with the accounting principles generally accepted in the Republic of Korea. The
accompanying non-consolidated financial statements have been condensed,
restructured and translated into English from the Korean language
non-consolidated financial statements. Certain accounting principles applied by
the Bank that conform with financial accounting standards and accounting
principles in the Republic of Korea may not conform with generally accepted
accounting principles in other countries. Accordingly, these financial
statements are intended for use by those who are informed about Korean
accounting principles and practices. Certain information attached to the Korean
language non-consolidated financial statements, but not required for a fair
presentation of the Bank's financial position and results of operations, is not
presented in the accompanying non-consolidated financial statements.
The preparation of the non-consolidated financial statements requires
management to make estimates and assumptions that affect amounts reported
herein. Although these estimates are based on management's best knowledge of
current events and actions that the Bank may undertake in the future, actual
results may be different from those estimates.
Application of the Statements of Korean Financial Accounting Standards
The Bank's non-consolidated interim financial statements were prepared in
accordance with the financial accounting standards generally accepted in the
Republic of Korea and Statements of Korean
S-18
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Financial Accounting Standards No. 2 through No. 9, in effect for the fiscal
periods beginning after December 31, 2002.
The significant accounting policies adopted by the Bank for the interim
financial statements are identical to the accounting policies followed by the
Bank for the annual financial statements for the year ended December 31, 2002,
except for the classification of securities.
The financial statements of prior periods, presented for comparative
purposes, were reclassified in accordance with Korean Financial Accounting
Standards applicable to the Bank as of June 30, 2003. Such reclassification
does not affect either the prior periods' net income or net assets.
Recognition of Interest Income
The Bank recognizes interest income on loans and debt securities on an
accrual basis. However, interest income on delinquent and dishonored loans,
other than those subject to security deposits and guaranteed by financial
institutions, is recognized on a cash basis. Such unaccrued interest income as
of June 30, 2003 amounted to (Won)256,899 million.
Provision for Possible Loan Losses
The Bank provides for possible loan losses based on the borrowers' future
debt servicing ability (forward looking criteria) as determined by a credit
rating model developed by the Bank. This credit rating model includes the
financial and non-financial factors of borrowers and classifies the borrowers'
credit risk. Provisions are determined by applying the following minimum
percentages to the various credit risk ratings:
Provision
Loan Classifications Percentages
- -------------------- -----------
Normal.............................................................. 0.5%
Special attention................................................... 2% or more
Substandard......................................................... 20% or more
Doubtful............................................................ 50% or more
Loss................................................................ 100%
Pursuant to the revised Regulation on the Supervision of the Banking
Business which is effective December 1, 2002, the Bank has changed the credit
line for importers from acceptances to domestic import usance bills.
Securities
Securities that are bought and held principally for the purpose of
generating profits on short-term differences in price, which are actively and
frequently bought and sold, are classified as trading securities. Debt
securities with fixed or determinable payments and fixed maturity that the Bank
has the intent and ability to hold to maturity are classified as
held-to-maturity securities. Investments classified as neither trading
securities nor held-to-maturity securities are classified as available-for-sale
securities.
S-19
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Trading and available-for-sale securities are carried at fair value, except
for non-marketable equity securities classified as available-for-sale
securities, which are carried at cost. The fair value of debt securities, which
do not have a quoted market value, are calculated using the present value of
future cash flows, discounted at a reasonable interest rate determined based on
the credit ratings provided by independent credit rating institutions.
Unrealized holding gains or losses on trading securities are charged to
current operations and those resulting from available-for-sale securities are
recorded as a capital adjustment, the accumulated amount of which shall be
charged to current operations when the related securities are sold or when an
impairment loss on the securities is recognized.
Held-to-maturity securities are generally carried at amortized cost.
Premiums and discounts on debt securities are amortized until their maturity
using the effective interest rate method.
Impairment losses are recognized in the statement of operations when the
recoverable amounts are less than the acquisition cost of equity securities or
amortized cost of debt securities.
The Bank recorded impairment losses amounting to (Won)337,508 million for
the six-month ended June 30, 2003.
Investment securities which allow the Bank a significant influence over the
investee are valued using the equity method of accounting. The Bank considers
that it has a significant influence on the investees in which the Bank holds
more than 15% of interest. However, the Bank does not apply the equity method
for the following investments.
. Investees having total assets of less than (Won)7,000 million
. Investees under court receivership or bankruptcy
. Investees under the process of being sold-out
. Converted shares of stock with a restriction on disposal under the
corporate restructuring law
The Bank discontinues the equity method of accounting for investments in
equity method investees when the Bank's share of accumulated losses equals the
costs of the investments and until the subsequent change in its proportionate
net income of the investees equals its proportionate net losses not recognized
during the period the equity method was suspended.
Under the equity method, the Bank records changes in its proportionate
ownership of the book value of the investee in current operations, as capital
adjustments or as adjustments to retained earnings, depending on the nature of
the underlying changes in the book value of the investee.
Premises and Equipment and Related Depreciation
Premises and equipment used for business purposes are recorded at cost,
except for those assets subject to upward revaluation in accordance with the
Korean Asset Revaluation Law. Such revaluation presents facilities and
buildings at their depreciated replacement cost and land at the prevailing
market price, as of the effective date of revaluation.
S-20
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Depreciation is computed using the declining-balance method, except for
buildings and structures, which are depreciated using the straight-line method,
based on the estimated useful lives of the assets as described below:
Buildings........................................................... 20~40 years
Structures.......................................................... 10~40 years
Machinery........................................................... 4 years
Vehicles............................................................ 4 years
Others.............................................................. 4 years
Routine maintenance and repairs are charged to expense as incurred.
Expenditures, which enhance the value or extend the useful life of the related
assets, are capitalized.
The Bank recognizes an impairment loss when the carrying amount of an asset
exceeds its recoverable amount. The impairment loss is recognized in the
statement of operations and is deducted from the acquisition cost of the
impaired asset. If there is a subsequent recovery from the impairment, a
reversal of the previous write-down is made up to the amount of the original
cost. The reversal amount of the previously recognized loss is credited to
current operations as a gain.
Intangible Assets
Intangible assets are stated at cost, net of accumulated amortization.
Amortization of these intangibles is computed using the straight-line method
over a period of four to five years.
Present Value Discount
Receivables and payables arising from long-term installment transactions,
long-term cash loans (borrowings) and other similar transactions are stated at
present value if the difference between the nominal value and present value is
material. Such differences are presented in the present value discount account
and directly deducted from the nominal value of the related receivables or
payables. The present value discount account is amortized using the effective
interest rate method as interest expense or interest income.
Loans which are impaired due to the restructuring of the borrower, court
mediation or negotiation, are revalued using the adjusted interest rate. The
difference between the book value and the readjusted value is offset against
the provision for possible loan losses, and the remaining difference is
recognized as a bad debt expense in the year incurred.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are translated
into Korean Won at the basic exchange rates ((Won)1,193.1/US$1) on the balance
sheet date. The resulting exchange gains or losses are reflected in current
operations.
S-21
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Bonds Sold under Repurchase Agreements
The Bank provides a provision for possible losses from the bonds sold under
repurchase agreements as determined based on possible loss estimates when the
bonds are repurchased. The provision for possible losses as of June 30, 2003
amounted to (Won)84,848 million.
Disposition of Loans
The Bank records the difference between the selling price and the book
value of disposed loans as a gain or loss on disposal of loans. The book value
is the face amount of the disposed loans less identifiable allowance for
possible loan losses. When the Bank cannot allocate the allowance for possible
loan losses to specific disposed loans, it records the gain or loss as the
difference between the selling price and the face amount of the loan.
Accrued Severance Benefits
Employees and directors with one or more years of service are entitled to
receive a lump-sum payment upon termination of their employment with the Bank,
based on their length of service and rate of pay at the time of termination.
Accrued severance benefits represent the amount which would be payable assuming
all eligible employees and directors were to terminate their employment as of
the balance sheet date.
Accrued severance benefits are funded at approximately 30.98% as of
June 30, 2003, through a group severance trust in Woori Bank. The Bank accounts
for the amounts funded under the group severance trust as a deduction to
accrued severance benefits.
Actual payments of severance benefits for the six-month period ended June
30, 2003 amounted to (Won)1,836 million.
Provision for Possible Guarantee Losses
The Bank sets up a provision for possible losses on guarantees outstanding
as determined based on a credit risk rating of the companies for which
guarantees are provided. The Bank provides a provision of 20% or more of
guaranteed amounts for companies classified as "substandard," 50% or more for
"doubtful" and 100% for "loss". The allowance is shown in the liability section.
Deferred Income Taxes
The Bank records deferred income taxes which arises from temporary
differences between the amount reported for financial reporting purposes and
income tax purposes. Income tax expense comprises taxes payable for the period
and the change in deferred income tax assets and liabilities for the period.
Bonds Purchased Under Resale Agreements and Bonds Sold Under Repurchase
Agreements
Bonds purchased or sold under resale or repurchase agreements are included
in loans and borrowings, respectively. The difference between the selling and
repurchase price is treated as interest and accrued evenly over the period
covered by the agreements.
S-22
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Translation of Foreign Currency Financial Statements
Accounts and records of the overseas branches are maintained in foreign
currencies. For presentation in the accompanying non-consolidated financial
statements, the financial statements of the branches have been translated at
the exchange rates as of the balance sheet date.
Derivative Financial Instruments
Derivative financial instruments held for trading purposes are stated at
fair value as of the balance sheet date.
Derivative financial instruments for fair value hedges are stated at market
value. The gains and losses on the hedging instruments, as well as the related
loss or gain on the hedged items, are recognized in current operations in the
same accounting period.
Compensation to Trust Accounts
The Bank receives management fees from trust accounts for management and
custodian services.
Certain trust funds held by the Bank are guaranteed a certain rate of
return by the Bank. If the income from trust operations is insufficient to
generate the required rate of return, the deficiency may be either recovered
from previously established special allowances or compensated by the Bank's
banking accounts. Such compensation is accounted for as other operating
expenses of the banking accounts and other income of the trust accounts, in
accordance with the relevant laws and regulations applicable to trust
operations.
Statement of Cash Flows
In the preparation of the statement of cash flows, the Bank has presented
net amounts of cash inflows and cash outflows for items where the turnover is
quick and the amounts are large.
3. Cash and Due from Banks:
Cash and due from banks as of June 30, 2003 and December 31, 2002 are
summarized as follows:
Annual Interest
Rate (%) Millions of Won
--------------- -----------------------------
2003.6.30 2003 2002
--------------- -------------- --------------
Cash on hand in Won............... -- (Won) 164,326 (Won) 36,624
Cash on hand in foreign currency.. -- 2,309 1,849
Due from banks in Won............. 7.26 293,823 288,743
Due from banks in foreign currency 1.77-2.04 825,373 1,643,448
-------------- --------------
(Won)1,285,831 (Won)1,970,664
============== ==============
S-23
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Due from banks in Won as of June 30, 2003 and December 31, 2002 are
summarized as follows:
Annual Interest
Rate (%) Millions of Won
--------------- -------------------------
Bank 2003.6.30 2003 2002
---- --------------- ------------ ------------
The Bank of Korea -- (Won)219,967 (Won)220,385
Others........... 7.26 73,856 68,358
------------ ------------
(Won)293,823 (Won)288,743
============ ============
Due from banks in foreign currency as of June 30, 2003 and December 31,
2002 are summarized as follows:
Annual Interest
Rate (%) Millions of Won
--------------- ---------------------------
Bank 2003.6.30 2003 2002
---- --------------- ------------ --------------
The Bank of Korea......... -- (Won) 22,702 (Won) 12,787
Korea Exchange Bank....... 2.04 41,759 87,444
Woori Bank................ 2.04 42,952 66,022
Korea First Bank.......... 2.04 38,776 --
Chohung Bank.............. 2.04 41,759 54,018
Hana Bank................. 2.04 29,828 48,016
KDB Asia Limited Hong Kong 2.04 71,586 359,763
KDB Ireland Ltd........... -- 360,913 242,481
KDBA (HK)................. 1.77 118,117
Others.................... -- 56,981 772,917
------------ --------------
(Won)825,373 (Won)1,643,448
============ ==============
Restricted deposits included in due from banks as of June 30, 2003 are as
follows:
Millions of Won
---------------
Kookmin Bank.......................................... (Won) 68,453
Woori Bank............................................ 4,690
Reserve deposits with the Bank of Korea............... 242,668
China Construction Bank............................... 6,951
Industrial & Commercial Bank of China (ICBC), Shanghai 3,579
Shanghai Pudong Development Bank (SPDB), Shanghai..... 4,773
------------
(Won)331,114
============
Deposits with Kookmin Bank and Woori Bank are pledged as collateral.
Reserve deposits with the Bank of Korea represent amounts required under the
Banking Act for the payment of deposits. Reserve deposits with China
Construction Bank, ICBC Shanghai and SPDB Shanghai also represent amounts
required under the related banking regulations of those countries.
S-24
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The maturities of the amounts due from banks as of June 30, 2003 are as
follows (Millions of Won):
Due from Banks Due from Banks
Matured on or before in Won in Foreign Currency Total
-------------------- -------------- ------------------- --------------
Sep. 30, 2003.... (Won)225,370 (Won)481,633 (Won) 707,003
Dec. 31, 2003.... -- 101,413 101,413
Jun. 30, 2004.... 13,423 34,131 47,554
Jun. 30, 2005.... 33,505 87,693 121,198
Jun. 30, 2006.... 858 102,607 103,465
Jun. 30, 2007.... 20,667 -- 20,667
Jun. 30, 2008.... -- 17,896 17,896
------------ ------------ --------------
(Won)293,823 (Won)825,373 (Won)1,119,196
============ ============ ==============
4. Securities:
Securities as of June 30, 2003 and December 31, 2002 are summarized as
follows:
Millions of Won
-------------------------------
2003 2002
--------------- ---------------
Trading securities................ (Won) 1,325,829 (Won) 1,333,027
Available-for-sale securities..... 16,127,733 13,891,705
Held-to-maturity securities....... 3,466,930 4,112,055
Securities under the equity method 6,958,963 7,041,539
--------------- ---------------
(Won)27,879,455 (Won)26,378,326
=============== ===============
Trading securities as of June 30, 2003 and December 31, 2002 comprise the
following:
Annual Interest
Rate (%) Millions of Won
--------------- -----------------------------
2003.6.30 2003 2002
--------------- -------------- --------------
Government and public bonds... 5.22 (Won) 511,523 (Won) 152,475
Corporate bonds............... 5.27-6.35 312,344 169,351
Beneficiary certificates...... -- 71,746 606,671
Securities in foreign currency 3.75 430,216 388,790
Others........................ -- -- 15,740
-------------- --------------
(Won)1,325,829 (Won)1,333,027
============== ==============
S-25
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Par value, acquisition cost and fair value of trading debt securities as of
June 30, 2003 and December 31, 2002 are as follows (Millions of Won):
Acquisition Cost Book Value Fair Value
--------------------------- --------------------------- ---------------------------
2003 2002 2003 2002 2003 2002
-------------- ------------ -------------- ------------ -------------- ------------
Government and
public bonds....... (Won) 510,250 (Won)151,746 (Won) 511,523 (Won)152,475 (Won) 511,523 (Won)152,475
Corporate bonds...... 311,758 168,468 312,344 169,351 312,344 169,351
Securities in foreign
currency........... 432,783 385,733 430,216 388,790 430,216 388,790
-------------- ------------ -------------- ------------ -------------- ------------
(Won)1,254,791 (Won)705,947 (Won)1,254,083 (Won)710,616 (Won)1,254,083 (Won)710,616
============== ============ ============== ============ ============== ============
Trading securities in foreign currency as of June 30, 2003 and December 31,
2002 comprise the following:
Foreign Currency (In Thousands) Millions of Won
------------------------------- -------------------------
2003 2002 2003 2002
--------------- --------------- ------------ ------------
USD 298,898 USD 323,884 (Won)356,616 (Won)388,790
EUR 47,648 EUR -- 64,912 --
JPY 497,600 JPY -- 4,958 --
SGD 3,127 SGD -- 3,730 --
------------ ------------
(Won)430,216 (Won)388,790
============ ============
Available-for-sale securities as of June 30, 2003 and December 31, 2002
comprise the following:
Annual Interest
Rate (%) Millions of Won
--------------- -------------------------------
2003.6.30 2003 2002
--------------- --------------- ---------------
Equity investments.................. -- (Won) 6,871,225 (Won) 6,905,254
Government and public bonds......... 6.80 260,081 44,927
Corporate bonds..................... 4.88-6.28 5,464,325 4,171,455
Beneficiary certificates............ -- 319,583 139,507
Other securities in Won............. 4.57-5.05 761,734 532,105
Other securities in foreign currency 3.41-5.15 2,450,785 2,098,907
--------------- ---------------
(Won)16,127,733 (Won)13,891,705
=============== ===============
S-26
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Available-for-sale equity securities, not using the equity method, as of
June 30, 2003 and December 31, 2002 are summarized as follows (Millions of Won):
Number of Ownership
Shares (%) Acquisition Cost Book Value
--------- --------- ----------------------------- -----------------------------
2003.6.30 2003.6.30 2003 2002 2003 2002
--------- --------- -------------- -------------- -------------- --------------
Korea Highway Corporation... 143,010 9.66 (Won)1,430,100 (Won)1,430,100 (Won)1,430,184 (Won)1,430,184
GM Daewoo Motors Co., Ltd... 108 40.33 261,375 223,203 261,375 223,203
Samsung Life Insurance Co.,
Ltd........................ 378 1.89 264,496 264,496 132,248 132,248
Industrial Bank of Korea.... 57,405 18.95 400,000 400,000 382,188 387,013
Korea National Housing Corp. -- 20.56 1,300,618 1,300,618 1,300,618 1,300,618
Korea Land Development
Corp....................... -- 26.77 1,161,904 1,161,904 1,191,328 1,192,329
Korea Water Resources Corp.. -- 6.90 671,307 671,307 671,307 671,307
Others...................... -- -- 2,063,566 2,225,682 1,507,903 1,568,352
-------------- -------------- -------------- --------------
(Won)7,553,366 (Won)7,677,310 (Won)6,877,151 (Won)6,905,254
============== ============== ============== ==============
Fair Value or
Net Book Value
-----------------------------
2003 2002
-------------- --------------
Korea Highway Corporation... (Won)1,389,039 (Won)1,430,379
GM Daewoo Motors Co., Ltd... 834,494 223,203
Samsung Life Insurance Co.,
Ltd........................ 108,970 100,476
Industrial Bank of Korea.... 638,065 387,013
Korea National Housing Corp. 1,158,936 1,238,252
Korea Land Development
Corp....................... 942,404 881,293
Korea Water Resources Corp.. 556,235 546,045
Others...................... 1,397,200 1,718,639
-------------- --------------
(Won)7,025,343 (Won)6,525,300
============== ==============
Available-for-sale debt securities as of June 30, 2003 and December 31,
2002 comprise the following (Millions of Won):
Par Value Acquisition Cost
----------------------------- -----------------------------
2003 2002 2003 2002
-------------- -------------- -------------- --------------
Government and public bonds................... (Won) 242,419 (Won) 42,399 (Won) 273,413 (Won) 42,378
Corporate bonds............................... 5,942,716 4,655,850 5,887,167 4,488,215
Beneficiary certificates...................... 333,308 150,352 332,760 150,352
Investment debt securities in Won............. 761,771 529,283 761,679 622,179
Investment debt securities in foreign currency 2,437,720 3,164,853 2,451,376 2,102,743
-------------- -------------- -------------- --------------
(Won)9,717,934 (Won)8,542,737 (Won)9,706,395 (Won)7,405,867
============== ============== ============== ==============
Book Value
-----------------------------
2003 2002
-------------- --------------
Government and public bonds................... (Won) 260,081 (Won) 44,927
Corporate bonds............................... 5,464,325 4,171,455
Beneficiary certificates...................... 319,583 139,057
Investment debt securities in Won............. 761,734 532,105
Investment debt securities in foreign currency 2,444,859 2,098,907
-------------- --------------
(Won)9,250,582 (Won)6,986,451
============== ==============
Held-to-maturity debt securities as of June 30, 2003 and December 31, 2002
comprise the following (Millions of Won):
Par Value Acquisition Cost
----------------------------- -----------------------------
2003 2002 2003 2002
-------------- -------------- -------------- --------------
Government and public bonds................... (Won)1,971,608 (Won)2,209,785 (Won)1,963,881 (Won)2,201,252
Corporate bonds............................... 553,000 733,000 542,925 717,101
Investment debt securities in Won............. 115,368 114,583 115,351 114,563
Investment debt securities in foreign currency 844,354 1,073,168 839,975 1,144,905
-------------- -------------- -------------- --------------
(Won)3,484,330 (Won)4,130,536 (Won)3,462,132 (Won)4,177,821
============== ============== ============== ==============
Book Value
-----------------------------
2003 2002
-------------- --------------
Government and public bonds................... (Won)1,965,580 (Won)2,202,315
Corporate bonds............................... 545,959 723,827
Investment debt securities in Won............. 115,356 115,351
Investment debt securities in foreign currency 840,035 1,070,562
-------------- --------------
(Won)3,466,930 (Won)4,112,055
============== ==============
S-27
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Securities under the equity method as of June 30, 2003 and December 31,
2002 are summarized as follows (Millions of Won):
Number of Ownership Acquisition
Shares (%) Cost Book Value
--------- --------- ----------------------------- -----------------------------
2003.6.30 2003.6.30 2003 2002 2003 2002
--------- --------- -------------- -------------- -------------- --------------
Korea Electric Power
Corporation................ 138,056 21.59 (Won)3,265,467 (Won)3,265,468 (Won)4,816,884 (Won)4,541,043
Daewoo Shipbuilding & Marine
Engineering Co., Ltd....... 59,826 31.10 288,383 390,368 479,308 614,560
Daewoo Securities Co., Ltd.. 74,309 39.46 563,246 563,247 533,524 554,034
GM Daewoo Auto &
Technology Company......... 70,706 29.93 213,206 213,206 225,767 213,206
The KDB Capital Corp........ 111,332 79.86 467,705 467,706 -- 102,965
Seoul Debt Restructuring
Fund....................... 52,560 43.80 76,752 117,224 73,122 114,110
Arirang Restructuring Fund.. 29,160 43.73 95,353 126,846 78,535 101,567
Mukoonghwa Restructuring
Fund....................... 29,140 43.71 94,331 142,995 77,578 124,764
Hankang Restructuring Fund.. 29,140 23.01 95,915 95,915 65,946 97,270
Others...................... -- -- 628,306 613,424 608,299 578,020
-------------- -------------- -------------- --------------
(Won)5,788,664 (Won)6,014,399 (Won)6,958,963 (Won)7,041,539
============== ============== ============== ==============
Fair Value or
Net Asset Value
------------------------------
2003 2002
--------------- --------------
Korea Electric Power
Corporation................ (Won) 7,736,294 (Won)7,667,147
Daewoo Shipbuilding & Marine
Engineering Co., Ltd....... 427,523 530,755
Daewoo Securities Co., Ltd.. 460,611 468,986
GM Daewoo Auto &
Technology Company......... 618,486 213,206
The KDB Capital Corp........ -- 85,929
Seoul Debt Restructuring
Fund....................... 73,122 114,110
Arirang Restructuring Fund.. 78,535 101,567
Mukoonghwa Restructuring
Fund....................... 77,578 124,764
Hankang Restructuring Fund.. 65,945 97,270
Others...................... 608,853 578,261
--------------- --------------
(Won)10,146,947 (Won)9,981,995
=============== ==============
Details of valuation on the securities using the equity method as of and
for the six-month period ended June 30, 2003 are as follows (Millions of Won):
Valuation
Beginning Acquisition Gain Capital
Book Value (Disposition) Dividends (Loss) Adjustment
-------------- ------------- ------------ ------------- ------------
Korea Electric Power Corp.................... (Won)4,541,043 (Won) -- (Won)110,445 (Won) 425,525 (Won)(39,239)
Daewoo Shipbuilding & Marine Engineering Co.,
Ltd......................................... 614,560 (160,116) -- 39,405 (14,541)
Daewoo Securities Co. Ltd.................... 554,034 -- -- (19,627) (883)
GM Daewoo Auto & Technology Company.......... 213,206 -- -- 12,561 --
Daewoo Heavy Industries & Machinery Ltd...... 188,915 -- -- 8,276 302
Mukoonghwa Restructuring Fund................ 124,764 (48,664) -- 1,858 (380)
Seoul Debt Restructuring Fund................ 114,110 (40,471) -- (1,073) 556
Arirang Restructuring Fund................... 101,567 (31,493) -- 8,476 (15)
The KDB Capital Corp......................... 102,965 -- -- (179,594) 76,629
Hankang Restructuring Fund................... 97,270 (22,729) -- (8,595) --
Pan Ocean Shipping Co., Ltd.................. 95,518 -- -- 2,598 19
KDB Asia (HK) Ltd............................ 66,247 -- -- (1,809) (1,487)
Korea Asset Management Corp.................. 45,465 -- 1,200 4,497 17,306
KDB Bank (Hungary) Ltd....................... 35,238 -- -- (445) --
KDB Ireland Ltd.............................. 31,701 -- -- (10,707) --
Others....................................... 114,936 13,487 1,443 (925) 1,810
-------------- ------------- ------------ ------------- ------------
(Won)7,041,539 (Won)(289,986) (Won)113,088 (Won) 280,421 (Won) 40,077
============== ============= ============ ============= ============
Foreign currency translation loss............ 809
-------------
(Won) 281,230
=============
Ending
Book Value
--------------
Korea Electric Power Corp.................... (Won)4,816,884
Daewoo Shipbuilding & Marine Engineering Co.,
Ltd......................................... 479,308
Daewoo Securities Co. Ltd.................... 533,524
GM Daewoo Auto & Technology Company.......... 225,767
Daewoo Heavy Industries & Machinery Ltd...... 197,493
Mukoonghwa Restructuring Fund................ 77,578
Seoul Debt Restructuring Fund................ 73,122
Arirang Restructuring Fund................... 78,535
The KDB Capital Corp......................... --
Hankang Restructuring Fund................... 65,946
Pan Ocean Shipping Co., Ltd.................. 98,135
KDB Asia (HK) Ltd............................ 62,951
Korea Asset Management Corp.................. 66,068
KDB Bank (Hungary) Ltd....................... 34,793
KDB Ireland Ltd.............................. 20,994
Others....................................... 127,865
--------------
(Won)6,958,963
==============
Foreign currency translation loss............
S-28
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The equity method adjustments are calculated as the differences between the
initial purchase price and the Bank's initial proportionate ownership of the
net book value of investees at the time of purchase. Equity method adjustment
debits are amortized over five years and equity method adjustment credits are
amortized over five years or weighted-average useful lives of tangible assets
of investees using the straight-line method. The accumulated unamortized equity
method adjustments as of and for the six-month period ended June 30, 2003 and
December 31, 2002 are as follows (Millions of Won):
2003 2002
---------------------------- ----------------------------
Equity Equity
Method Equity Method Method Equity Method
Adjustment Adjustment Adjustment Adjustment
Debit Credit Debit Credit
------------ -------------- ------------ --------------
Beginning balance.. (Won)215,900 (Won)3,156,356 (Won)318,508 (Won)3,550,739
Increase (decrease) (15,815) 414,492 (31,120) 24,015
Amortization....... 27,758 220,586 71,488 418,398
------------ -------------- ------------ --------------
Ending balance..... (Won)172,327 (Won)3,350,262 (Won)215,900 (Won)3,156,356
============ ============== ============ ==============
Investees in which the Bank holds more than 15% of interest but are not
valued using the equity method as of June 30, 2003 are summarized as follows
(Millions of Won):
Ownership Acquisition Fair Value or
(%) Cost Book Value Net Book Value
--------- -------------- -------------- --------------
Korea National Housing Corp. (*1)....... 20.56 (Won)1,300,618 (Won)1,300,618 (Won)1,158,936
Korea Land Development Corp. (*1)....... 26.77 1,161,904 1,191,328 942,404
Korea National Tourism Organization (*1) 43.58 24,370 35,529 137,042
KP Chemical Corp. (*2).................. 19.91 94,421 29,082 29,082
Donghae Pulp Co., Ltd. (*2)............. 51.36 24,500 21,462 21,462
Kia Steel Co., Ltd. (*2)................ 17.20 31,945 7,826 7,826
Industrial Bank of Korea (*1)........... 15.49 326,906 326,906 521,539
Others (*3)............................. 51,895 41,646 23,236
-------------- -------------- --------------
(Won)3,016,559 (Won)2,954,397 (Won)2,841,527
============== ============== ==============
- --------
(*1) Investees which are controlled by the government or government investing
companies.
(*2) Investees under court receivership, workout process and other
restructuring process.
(*3) Investees whose total assets are less than (Won)7,000 million.
S-29
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The maturity of investments in available-for-sale and held-to-maturity debt
securities as of June 30, 2003 comprise the following (Millions of Won):
Available-for-Sale Held-to-Maturity
Matured on or before Debt Securities Debt Securities
-------------------- ------------------ ----------------
Jun. 30, 2004.... (Won)2,868,002 (Won) 613,257
Jun. 30, 2008.... 5,594,635 2,568,164
Jun. 30, 2013.... 787,945 285,509
-------------- --------------
(Won)9,250,582 (Won)3,466,930
============== ==============
Investment securities denominated in foreign currency as of June 30, 2003
and December 31, 2002 comprise the following:
Foreign Currency Millions of Won
(In Thousands) Equivalent
--------------------- -----------------------------
Currency 2003 2002 2003 2002
- -------- ---------- ---------- -------------- --------------
Available-for-sale securities
- -----------------------------
USD 1,658,209 1,359,939 (Won)1,978,409 (Won)1,632,470
JPY 43,858,652 42,643,208 437,012 431,920
EUR 12,591 16,394 17,153 20,613
GBP 4,011 4,027 7,897 7,753
CNY 30,193 30,001 4,352 4,351
CHF 41 90 36 78
SGD -- 2,490 -- 1,722
-------------- --------------
(Won)2,444,859 (Won)2,098,907
============== ==============
Currency 2003 2002 2003 2002
- -------- ---------- ---------- -------------- --------------
Held-to-maturity securities
---------------------------
USD 580,403 744,842 (Won) 692,479 (Won) 894,109
JPY 14,536,085 17,172,020 144,839 173,930
EUR 1,994 2,006 2,717 2,523
-------------- --------------
(Won) 840,035 (Won)1,070,562
============== ==============
As of June 30, 2003, investment securities amounting to (Won)485,000
million are pledged as collateral to KDB First Securitization Specialty Co.,
Ltd. and others and investment securities amounting to (Won)134,300 million are
pledged for construction performance insurance.
With regards to futures trading, 8,015,660 shares of Korea Electric Power
Corporation and debt securities of Korea Deposit Insurance Corporation
amounting to (Won)4,500 million are pledged as a substitute for the deposit
money to Kookmin Futures Inc. and others, as of June 30, 2003.
S-30
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Impairment losses on securities for the six-month period ended June 30,
2003 are as follows (Million of Won):
Impairment
Issuer Amortized Cost Loss Book Value
- ------ -------------- ------------ ------------
Equity Securities
- -----------------
Hyundai Engineering & Construction Co., Ltd. (Won)250,151 (Won)125,576 (Won)124,575
KP Chemical Co., Ltd........................ 94,421 65,339 29,082
Ssangyong Cement Industrial Co., Ltd........ 43,634 30,544 13,090
Orion Electric CRV.......................... 2,821 2,821 --
Daewoo Engineering & Construction Co., Ltd.. 8,391 2,010 6,381
Bioinfomatix Inc............................ 1,995 1,995 --
Miju Steel Co., Ltd......................... 6,313 1,906 4,407
Others...................................... 25,027 19,970 5,057
------------ ------------ ------------
(Won)432,753 (Won)250,161 (Won)182,592
============ ============ ============
Debt Securities
- ---------------
SK Global Co., Ltd.......................... (Won) 19,739 (Won) 8,882 (Won) 10,857
Hyundai Engineering & Construction Co., Ltd. 152,900 72,187 80,713
SK Global HK................................ 5,965 2,684 3,281
SK Global America........................... 5,984 2,703 3,281
Others...................................... 7,329 891 6,438
------------ ------------ ------------
(Won)191,917 (Won) 87,347 (Won)104,570
============ ============ ============
In accordance with the Statement of Korean Financial Accounting Standards
No. 8, certain held-to-maturity securities amounting to (Won)249,131 million
were reclassified as available-for-sale securities on January 1, 2003 since the
Bank's intent to hold the securities to maturity was not certain at the time of
the acquisition. Among the reclassified securities, a portion amounting to
(Won)3,606 million matured during the six-month period ended June 30, 2003.
Issuers of securities held by the Bank as of June 30, 2003 and December 31,
2002 are categorized as follows:
Millions of Won Percentage(%)
------------------------------- -------------
2003 2002 2003.6.30
--------------- --------------- -------------
By Country
----------
The Republic of Korea....... (Won)27,170,391 (Won)25,793,484 97.46
The United States of America 165,666 147,905 0.60
The Philippines............. 62,190 68,093 0.22
Malaysia.................... 76,390 65,418 0.27
The United Kingdom.......... 79,243 41,777 0.28
Others...................... 325,575 261,649 1.17
--------------- --------------- ------
(Won)27,879,455 (Won)26,378,326 100.00
=============== =============== ======
S-31
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Millions of Won Percentage(%)
------------------------------- -------------
2003 2002 2003.6.30
--------------- --------------- -------------
By Issuer
- ---------
Korea Electric Power Corporation....... (Won) 4,997,698 (Won) 4,659,477 17.94
Korea National Housing Corp............ 1,601,275 1,606,211 5.74
Korea Highway Corporation.............. 1,430,184 1,450,238 5.13
Korea Deposit Insurance Corp........... 1,321,713 1,333,077 4.74
Korea Land Development Corp............ 1,191,328 1,191,328 4.27
Korea Asset Management Corp............ 542,155 585,197 1.94
Others................................. 16,795,102 15,552,798 60.24
--------------- --------------- ------
(Won)27,879,455 (Won)26,378,326 100.00
=============== =============== ======
Millions of Won Percentage(%)
------------------------------- -------------
2003 2002 2003.6.30
--------------- --------------- -------------
By Industry
- -----------
Banking and insurance.................. (Won) 9,007,735 (Won) 7,269,345 32.31
Construction........................... 4,445,688 3,966,773 15.95
Manufacturing.......................... 5,421,437 5,586,592 19.45
Public services and national defense... 2,083,760 2,130,266 7.47
Electric, gas and water supply industry 5,230,588 4,906,646 18.76
Communication.......................... 282,871 170,549 1.01
Others................................. 1,407,376 2,348,155 5.05
--------------- --------------- ------
(Won)27,879,455 (Won)26,378,326 100.00
=============== =============== ======
5. Loans:
Loans as of June 30, 2003 and December 31, 2002 comprise the following:
Millions of Won
--------------------------------
2003 2002
--------------- ---------------
Loans in Won.................................. (Won)15,290,961 (Won)14,389,340
Loans in foreign currency..................... 15,973,068 16,118,522
Other loans................................... 17,401,477 15,626,307
--------------- ---------------
48,665,506 46,134,169
Less: Provision for possible loan losses.. (1,603,459) (1,089,983)
Present value discount account........ (112,942) (126,955)
--------------- ---------------
(Won)46,949,105 (Won)44,917,231
=============== ===============
S-32
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Loans in Won and foreign currency as of June 30, 2003 and December 31, 2002
comprise the following:
Loans in Won
Annual
Interest
Rate (%) Millions of Won
--------- -------------------------------
2003.6.30 2003 2002
--------- --------------- ---------------
Loans for working capital:
--------------------------
Industrial fund loans.. 7.26 (Won) 3,793,720 (Won) 2,954,632
Government fund loans.. 5.08 539,502 551,690
Overdraft.............. 8.58 157,695 77,489
Others................. 5.23-8.38 958,744 838,419
--------------- ---------------
5,449,661 4,422,230
=============== ===============
Loans for facilities:
---------------------
Industrial fund loans...... 7.22 6,871,507 7,060,734
Government fund loans...... 5.10 952,739 924,386
Others..................... 3.88-7.39 2,017,054 1,981,990
--------------- ---------------
9,841,300 9,967,110
--------------- ---------------
(Won)15,290,961 (Won)14,389,340
=============== ===============
Loans in foreign currency
Annual Interest
Rate (%) Millions of Won
--------------- -------------------------------
2003.6.30 2003 2002
--------------- --------------- ---------------
Loans for working capital:
- --------------------------
Local currency loans denominated in foreign
currencies................................. 4.46 (Won) 928,585 (Won) 878,387
Foreign currency loans....................... 2.82 992,265 981,347
Others....................................... 2.89 729,631 607,381
--------------- ---------------
2,650,481 2,467,115
--------------- ---------------
Loans for facilities:
- ---------------------
Local currency loans denominated in foreign
currencies................................. 3.52 4,455,611 4,597,906
Foreign currency loans....................... 3.46 2,294,169 2,423,167
Offshore loans in foreign currencies......... 3.14 1,284,939 1,291,518
Asian Development Bank loans................. 2.26 1,197,314 1,208,755
International Bank for Reconstruction and
Development loans.......................... 2.33 4,090,498 4,115,638
Others....................................... 3.58 56 14,423
--------------- ---------------
13,322,587 13,651,407
--------------- ---------------
(Won)15,973,068 (Won)16,118,522
=============== ===============
S-33
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Other loans
Millions of Won
-------------------------------
2003 2002
--------------- ---------------
Debentures accepted by private subscription (Won) 8,151,718 (Won) 7,777,071
Bills purchased............................ 2,931,674 3,045,154
Call loans................................. 1,597,212 742,276
Domestic import usance bills............... 3,636,741 3,352,839
Advances for customers..................... 269,986 75,316
Bonds purchased under repurchase agreements 265,830 161,805
Notes purchased............................ 1,744 4,887
Others (*)................................. 546,572 466,959
--------------- ---------------
(Won)17,401,477 (Won)15,626,307
=============== ===============
- --------
(*) Include loans to be converted to equity amounting to (Won)438,749 million
as follows:
Book Value
(Millions of Won) Conversion Price Restriction on Disposal
----------------- ---------------- -----------------------
Ssangyong Cement Industrial Co., Ltd.. (Won)400,000 (Won)5,000/share Until December 31, 2005
Daewoo Engineering & Construction Co.,
Ltd................................. 13,512 (Won)5,000/share Until December 31, 2003
Daewoo International Corp............. 25,237 (Won)5,000/share Until December 31, 2003
------------
(Won)438,749
============
The maturity of loans in Won and in foreign currency as of June 30, 2003
are as follows (Millions of Won):
Loans for Loans for Loans for Working Loans for
Working Capital Facilities Capital in Foreign Facilities in
Maturing On or Before in Won in Won Currency Foreign Currency Total
- --------------------- --------------- -------------- ------------------ ---------------- ---------------
Sep. 30, 2003.... (Won)1,034,790 (Won) 573,983 (Won) 661,418 (Won) 725,175 (Won) 2,995,366
Dec. 31, 2003.... 764,190 420,537 582,962 928,246 2,695,935
Jun. 30, 2004.... 1,713,654 769,842 772,571 900,591 4,156,658
Jun. 30, 2005.... 677,754 1,745,542 364,795 3,154,505 5,942,596
Jun. 30, 2006.... 326,143 1,795,277 194,548 1,847,213 4,163,181
Jun. 30, 2007.... 401,032 1,416,393 24,061 1,397,776 3,239,262
Jun. 30, 2008.... 108,125 1,014,555 10,619 1,057,089 2,190,388
Thereafter....... 423,973 2,105,171 39,507 3,311,992 5,880,643
-------------- -------------- -------------- --------------- ---------------
(Won)5,449,661 (Won)9,841,300 (Won)2,650,481 (Won)13,322,587 (Won)31,264,029
============== ============== ============== =============== ===============
S-34
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Changes in the provision for possible loan losses for the six-month period
ended June 30, 2003 and December 31, 2002 are as follows (Millions of Won):
2003
-------------------------------------------
Loans Other Assets Total 2002
-------------- ------------ -------------- ---------------
Balance at the beginning of the period..... (Won)1,089,983 (Won) 4,946 (Won)1,094,929 (Won) 1,925,798
Changes in overseas branches due to foreign
currency translation..................... (291) -- (291) (3,378)
Transfer from loans repurchased............ 93,014 -- 93,014 79,161
Write-offs due to loan restructruing....... (21) -- (21) (20,360)
Current write-offs......................... (65,331) -- (65,331) (1,606,602)
Current provision (reversal)............... 486,105 (3,140) 482,965 551,700
Others..................................... -- -- -- 168,611
-------------- ----------- -------------- ---------------
(Won)1,603,459 (Won) 1,806 (Won)1,605,265 (Won) 1,094,930
============== =========== ============== ===============
Provisions for possible loan losses as of June 30, 2003 and December 31,
2002 are as follows:
Millions of Won
-----------------------------
2003 2002
-------------- --------------
Loans
- -----
Loans in Won and foreign currency and notes purchased (Won) 837,880 (Won) 527,474
Bills purchased...................................... 400,932 39,773
Advances for customers............................... 91,624 3,803
Domestic import usance bills......................... 61,254 104,441
Debentures accepted by private subscription.......... 205,693 100,777
Other loans.......................................... 6,076 313,715
-------------- --------------
1,603,459 1,089,983
Other assets......................................... 1,806 4,946
-------------- --------------
(Won)1,605,265 (Won)1,094,929
============== ==============
S-35
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
As of June 30, 2003, classification of loans and provisions for possible
loan losses are as follows (Millions of Won):
Provisions for
Classification Loans (*) possible loan losses Ratio(%)
-------------- --------------- -------------------- --------
Normal........... (Won)38,206,981 (Won) 199,715 0.52
Special attention 2,153,781 430,482 19.99
Substandard...... 1,768,231 610,761 34.54
Doubtful......... 526,977 267,944 50.85
Loss............. 94,557 94,557 100.00
Others (**)...... 5,802,037 -- --
--------------- -------------- ------
(Won)48,552,564 (Won)1,603,459 3.30
=============== ============== ======
- --------
(*) Net of present value discounts.
(**) Loans to or loans guaranteed by the Korean Government.
The ratio of provisions to total loans and ratio of provisions to
non-performing loans as of June 30, 2003 and December 31, 2002 and 2001 are as
follows (Millions of Won):
2003 2002 2001
--------------- --------------- ---------------
Total loans................... (Won)48,552,563 (Won)46,007,214 (Won)49,106,512
Provisions for possible losses 1,603,459 1,089,983 1,835,651
Provision ratio............... 3.3 2.4 3.7
Non-performing loans.......... 2,389,765 886,130 2,036,767
Provisions for possible losses 973,262 313,028 1,162,328
Provision ratio............... 40.7 35.3 57.1
Restructured loans as of June 30, 2003 and December 31, 2002 due to court
receivership, court mediation or other financial restructuring process are as
follows:
Millions of Won
------------------------
2003 2002
----------- ------------
Changes in contractual terms... (Won) 200 (Won) 72,154
Exemption...................... 42,185 --
Conversion to equity investment -- 775,051
----------- ------------
Total.......................... (Won)42,385 (Won)847,205
=========== ============
S-36
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
When the contractual terms (i.e., principal, interest rate, or maturity) of
impaired loans are restructured, the Bank adjusts the carrying amount of the
impaired loans to the present value determined based on the restructured terms.
The Bank recognizes losses arising from the restructuring of the impaired loans
as incurred. Loans restructured due to changes in contractual terms are as
follows (Millions of Won):
Period of Restructuring
------------------------------
2003 2002
-------------- --------------
Beginning
---------
Original amount before restructuring.. (Won)1,156,979 (Won)2,208,352
Present value......................... 1,030,024 1,877,125
-------------- --------------
Present value discount................ 126,955 331,227
-------------- --------------
Increase.................................. 21 20,360
Decrease(amortization).................... (14,034) 224,632
-------------- --------------
(14,013) 204,272
-------------- --------------
Ending
------
Original amount before restructuring.. 1,120,632 1,156,979
Present value......................... 1,007,690 1,030,024
-------------- --------------
Present value discount................ (Won) 112,942 (Won) 126,955
============== ==============
The present value discount account is amortized using the effective
interest rate method over the redemption period.
S-37
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The Bank's loan portfolio categorized by country, major customers and
industry as of June 30, 2003 and December 31, 2002 are as follows:
Millions of Won Percentage (%)
------------------------------- --------------
2003 2002 2003.6.30
--------------- --------------- --------------
By Country:
- -----------
The Republic of Korea......... (Won)29,598,687 (Won)29,058,776 94.7
Panama........................ 345,506 368,756 1.1
The United Kingdom............ 267,897 250,000 0.9
The United States of America.. 205,157 172,117 0.6
Others........................ 846,782 658,213 2.7
--------------- --------------- -----
(Won)31,264,029 (Won)29,058,776 100.0
=============== =============== =====
Millions of Won Percentage (%)
------------------------------- --------------
2003 2002 2003.6.30
--------------- --------------- --------------
By Customer:
- ------------
Small & Medium Industry Promotion Corp... (Won) 3,332,381 (Won) 3,352,770 10.7
Korea Hydro & Nuclear Power Co., Ltd..... 789,347 1,299,679 2.5
Korea Deposit Insurance Corp............. 1,193,199 1,202,210 3.8
Korea Asset Management Corp.............. 596,685 730,934 1.9
Korean Airline Co., Ltd.................. 750,025 602,616 2.4
Tong Yang Cement Corp.................... 519,271 532,992 1.7
Others................................... 24,083,121 22,786,661 77.0
--------------- --------------- -----
(Won)31,264,029 (Won)30,507,862 100.0
=============== =============== =====
Millions of Won Percentage (%)
------------------------------- --------------
2003 2002 2003.6.30
--------------- --------------- --------------
By Industry:
- ------------
Manufacturing............................... (Won)14,359,356 (Won)13,661,997 45.9
Banking and insurance....................... 4,138,805 4,163,668 13.2
Electric, gas and water supply.............. 2,434,093 3,149,387 7.8
Transportation and communication............ 3,589,612 3,425,730 11.5
Public administration and national defense.. 3,708,344 3,734,740 11.9
Others...................................... 3,033,819 2,372,340 9.7
--------------- --------------- -----
(Won)31,264,029 (Won)30,507,862 100.0
=============== =============== =====
S-38
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
6. Premises and Equipment:
Premises and equipment as of June 30, 2003 and December 31, 2002 comprise
the following (Millions of Won):
Acquisition Cost or Accumulated
Revaluation Depreciation Net Book Value
------------------------- ----------------------- -------------------------
2003 2002 2003 2002 2003 2002
------------ ------------ ----------- ----------- ------------ ------------
Land.................... (Won)327,351 (Won)330,630 (Won) -- (Won) -- (Won)327,351 (Won)330,630
Buildings and structures 357,241 357,592 34,374 29,944 322,867 327,648
Machinery............... 52,505 53,906 41,622 39,409 10,883 14,497
Vehicles................ 1,362 1,324 996 930 366 394
Construction in-progress 3,243 759 -- -- 3,243 759
Others.................. 26,780 27,690 19,717 19,666 7,063 8,024
------------ ------------ ----------- ----------- ------------ ------------
(Won)768,482 (Won)771,901 (Won)96,709 (Won)89,949 (Won)671,773 (Won)681,952
============ ============ =========== =========== ============ ============
As of June 30, 2003 and December 31, 2002, the government-posted price of
the Bank's land amounted to (Won)237,063 million and (Won)240,363 million,
respectively.
As of June 30, 2003, the Bank's premises, equipment and other assets are
insured against fire and other casualty losses up to approximately (Won)310,730
million.
7. Other Assets:
Other assets as of June 30, 2003 and December 31, 2002 comprise the
following:
Millions of Won
------------------------------
2003 2002
-------------- --------------
Prepaid expenses.................... (Won) 222,562 (Won) 309,743
Receivables......................... 2,501,094 1,797,526
Accrued income...................... 447,376 431,606
Intangible assets................... 49,376 47,662
Deferred income tax assets.......... 146,834 146,834
Trust account credit................ 2,712 --
Others.............................. 481,766 460,709
-------------- --------------
3,851,720 3,194,080
Loss: Provisions for possible losses (1,806) (4,946)
Present value discount.............. -- (124)
-------------- --------------
(Won)3,849,914 (Won)3,189,010
============== ==============
S-39
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
8. Deposits:
Deposits as of June 30, 2003 and December 31, 2002 comprise the following:
Annual Interest
Rate (%) Millions of Won
--------------- -----------------------------
2003.6.30 2003 2002
--------------- -------------- --------------
Won currency deposits:
- ----------------------
Demand deposits
Checking accounts..................... -- (Won) 2,052 (Won) 1,537
Temporary deposits.................... 0.01 194,733 150,929
Passbook deposits..................... 0.35 52,009 71,891
Others................................ 0.32 80,728 14,316
-------------- --------------
329,522 238,673
============== ==============
Time and savings deposits
Time deposits......................... 4.87 3,371,892 3,777,189
Installment savings deposits.......... 6.13 176,770 133,769
Corporate savings deposits............ 3.60 2,131,899 2,104,439
Savings deposits...................... 2.78 277,396 172,263
Long-term savings for households...... 11.32 178,482 168,930
Others................................ 9.50 138,398 114,105
-------------- --------------
6,274,837 6,470,695
-------------- --------------
6,604,359 6,709,368
============== ==============
Foreign currency deposits:
- --------------------------
Checking accounts..................... -- 10,979 46,900
Passbook deposits..................... 0.81 285,010 248,586
Time deposits......................... 1.47 491,701 213,579
Temporary deposits.................... 1.12 125 146
Others................................ 0.16 3 1,275
-------------- --------------
787,818 510,486
-------------- --------------
Negotiable certificates of deposits........... 4.47 1,420,928 1,525,450
-------------- --------------
(Won)8,813,105 (Won)8,745,304
============== ==============
S-40
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The maturities of time and savings deposits in Won and in foreign currency
as of June 30, 2003 are as follows (Millions of Won):
Installment Time Deposits
Maturing on or before Time Deposits Savings Deposits in Foreign Currency Total
- --------------------- -------------- ---------------- ------------------- --------------
Sep. 30, 2003.... (Won)1,304,445 (Won) 57,002 (Won)368,836 (Won)1,730,283
Dec. 31, 2003.... 810,706 17,675 103,448 931,829
Jun. 30, 2004.... 1,014,143 37,041 14,012 1,065,196
Jun. 30, 2005.... 169,181 56,942 5,405 231,528
Jun. 30, 2006.... 69,383 8,102 -- 77,485
Jun. 30, 2007.... 2,128 8 -- 2,136
Jun. 30, 2008.... 1,906 -- -- 1,906
-------------- ------------ ------------ --------------
(Won)3,371,892 (Won)176,770 (Won)491,701 (Won)4,040,363
============== ============ ============ ==============
9. Borrowings:
Borrowings as of June 30, 2003 and December 31, 2002 comprise the following:
Annual
Interest
Rate (%) Millions of Won
--------- -------------------------------
2003.6.30 2003 2002
--------- --------------- ---------------
Won currency borrowings
- -----------------------
Ministry of Finance and Economy............... 4.55 (Won) 2,093,441 (Won) 2,192,150
Industrial Bank of Korea...................... 4.36 466,384 476,596
Small & Medium Industry Promotion Fund........ 5.19 267,214 260,203
Ministry of Culture and Tourism............... 3.97 550,003 519,669
Korea Energy Management Corporation........... 3.88 459,505 467,586
Local governments............................. 4.14 78,362 80,848
Others........................................ 2.31-4.64 405,549 367,845
--------------- ---------------
(Won) 4,320,458 (Won) 4,364,897
--------------- ---------------
Foreign currency borrowings
- ---------------------------
Small & Medium Industry Promotion Fund........ 2.79 (Won) 72 (Won) 209
KfW Group in Germany ("KFW").................. 2.47 30,834 34,472
Asian Development Bank ("ADB")................ 2.03 3,583,514 3,609,587
International Bank for Reconstruction and
Development ("IBRD")........................ 2.29 4,772,895 5,669,560
The Japan Bank for International Cooperation
("JBIC").................................... 0.83 223,643 229,034
Chase Manhattan Bank.......................... 0.83 442,288 --
The Bank of Korea............................. 1.61 106,080 156,088
Others........................................ 0.92-2.74 7,142,023 7,735,910
--------------- ---------------
(Won)16,301,349 (Won)17,434,860
--------------- ---------------
S-41
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Annual
Interest
Rate (%) Millions of Won
--------- -------------------------------
2003.6.30 2003 2002
--------- --------------- ---------------
Other borrowings
- ----------------
Bonds sold under repurchase agreements.. 2,856,860 2,333,885
Notes sold.............................. 2,040 2,504
Call money.............................. 1,498,238 322,939
--------------- ---------------
4,357,138 2,659,328
--------------- ---------------
(Won)24,978,945 (Won)24,459,085
=============== ===============
The repayment of (Won)347,662 million included in the borrowings above are
guaranteed by the Korean Government.
The Bank entered into an agreement with the JBIC (Japan Bank for
International Cooperation) regarding borrowings amounting to (Won)223,643
million to be used for designated purposes. As of June 30, 2003, the Bank has
local loans denominated in foreign currency and foreign currency loans
amounting to (Won)206,207 million and (Won)17,436 million, respectively,
related to these borrowings.
The maturities of borrowings in Won and in foreign currency as of June 30,
2003 are as follows (Millions of Won):
Foreign
Won Currency Currency
Maturing On or Before Borrowings Borrowings Total
--------------------- -------------- --------------- ---------------
Sep. 30, 2003.... (Won) 150,721 (Won) 3,494,197 (Won) 3,644,918
Dec. 31, 2003.... 102,618 1,741,254 1,843,872
Jun. 30, 2004.... 217,685 1,366,481 1,584,166
Jun. 30, 2005.... 633,486 4,842,345 5,475,831
Jun. 30, 2006.... 631,776 935,659 1,567,435
Jun. 30, 2007.... 531,704 661,096 1,192,800
Jun. 30, 2008.... 545,576 601,551 1,147,127
Thereafter....... 1,506,892 2,658,766 4,165,658
-------------- --------------- ---------------
(Won)4,320,458 (Won)16,301,349 (Won)20,621,807
============== =============== ===============
S-42
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The subordinated debt included in borrowings as of June 30, 2003 comprises
the following:
Annual Interest
Type Rate (%) Millions of Won Condition of Borrowings
- ---- --------------- --------------- -------------------------
Government fund.......................... 4.55 (Won) 2,093,171 Installment reimbursement
Agency for International Development
relending facilities................... 1.98 270 "
Asian Development Bank relending
facilities............................. 2.03 3,583,514 Lump-sum reimbursement
International Bank for Reconstruction and
Development relending facilities....... 2.29 4,772,895 Installment reimbursement
---------------
(Won)10,449,850
===============
10. Industrial Finance Bonds:
Industrial finance bonds ("IFB") as of June 30, 2003 and December 31, 2002
comprise the following:
Annual Interest
Rate (%) Millions of Won
--------------- --------------------------------
2003.6.30 2003 2002
--------------- --------------- ---------------
IFB in Won...................... 6.51 (Won)25,627,581 (Won)24,352,837
IFB in foreign currency......... 1.70 8,867,625 8,066,690
Offshore IFB in foreign currency 2.18 1,268,192 1,216,557
--------------- ---------------
35,763,398 33,636,084
--------------- ---------------
Premiums on IFB............. 22,135 16,396
Discounts on IFB............ (43,036) (52,460)
--------------- ---------------
(Won)35,742,497 (Won)33,600,020
=============== ===============
Under the Korea Development Bank Act, the Bank has authority to issue
industrial finance bonds. The amount of issued bonds and guarantees outstanding
by the Bank is limited to 30 times the amount of paid-in capital and legal
reserve. Bonds purchased or guaranteed by the Korean Government are not
included in the limit. When existing bonds are refinanced or guarantees are
executed, the limit is temporarily not applied. The amount of issued bonds
guaranteed by the Korean Government as of June 30, 2003 and December 31, 2002
amounted to (Won)1,661 million and (Won)4,000 million, respectively.
The Bank acquired (Won)230,911 million and (Won)277,471 million of
industrial finance bonds as of June 30, 2003 and December 31, 2002,
respectively. The treasury bonds are deducted from industrial finance bonds.
S-43
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The maturities of IFB as of June 30, 2003 are as follows (Millions of Won):
IFB in Foreign Offshore IFB in
Maturing On or Before IFB in Won Currency Foreign Currency Total
- --------------------- --------------- -------------- ---------------- ---------------
Sep. 30, 2003.... (Won) 3,291,562 (Won) 361,801 (Won) 32,236 (Won) 3,685,599
Dec. 31, 2003.... 4,225,821 489,313 167,824 4,882,958
Jun. 30, 2004.... 5,626,752 936,298 601,102 7,164,152
Jun. 30, 2005.... 6,354,620 1,527,654 67 7,882,341
Jun. 30, 2006.... 4,731,335 1,578,144 381,633 6,691,112
Jun. 30, 2007.... 752,268 1,523,714 37,032 2,313,014
Jun. 30, 2008.... 497,465 1,716,200 47,310 2,260,975
Thereafter....... 146,480 715,866 -- 862,346
--------------- -------------- -------------- ---------------
(Won)25,626,303 (Won)8,848,990 (Won)1,267,204 (Won)35,742,497
=============== ============== ============== ===============
11. Other Liabilities:
Other liabilities as of June 30, 2003 and December 31, 2002 comprise the
following:
Millions of Won
-----------------------------
2003 2002
-------------- --------------
Payables............................ (Won)2,436,171 (Won)1,804,464
Accrued expenses.................... 889,440 909,732
Advanced income..................... 76,672 168,004
Guarantee deposits.................. 27,919 29,500
Advances received on IFB............ 3,620 14,476
Trust account debit................. 271,196 249,677
Provisions for possible other losses 84,848 208,358
Others.............................. 373,201 151,011
-------------- --------------
(Won)4,163,067 (Won)3,535,222
============== ==============
12. Guarantees Outstanding and Commitments:
The Bank provides guarantees for its customers. Guarantees outstanding and
the related provisions for possible losses as of June 30, 2003 and December 31,
2002 comprise the following (Millions of Won):
Provision for
Guarantees Amount Possible Losses
------------------------------ -----------------------
2003 2002 2003 2002
--------------- -------------- ----------- -----------
Acceptances.......................... (Won) 979,366 (Won)1,135,796 (Won)45,007 (Won) 237
Guarantees on local borrowings....... 783,076 930,529 1,020 684
Guarantees on indebtedness in foreign
currency........................... 8,790,431 3,435,820 1,423 62,286
Letters of guarantee for importers... 74,851 37,836 -- 16
--------------- -------------- ----------- -----------
(Won)10,627,724 (Won)5,539,981 (Won)47,450 (Won)63,223
=============== ============== =========== ===========
S-44
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
The unsettled guarantees and commitments provided by the Bank as of June
30, 2003 and December 31, 2002 are as follows:
Millions of Won
-------------------------------
2003 2002
--------------- ---------------
Unsettled guarantees
--------------------
Local letter of credit issuance.... (Won) 27,962 (Won) 10,224
Foreign letter of credit issuance.. 1,554,171 1,463,845
Others............................. 887,182 760,562
--------------- ---------------
2,469,315 2,234,631
--------------- ---------------
Commitments
-----------
For loans in Won................... 6,406,980 7,078,917
For loans in foreign currency...... 666,305 689,436
--------------- ---------------
7,073,285 7,768,353
--------------- ---------------
Bonds sold under repurchase agreements. 1,299,911 354,728
--------------- ---------------
(Won)10,842,511 (Won)10,357,712
=============== ===============
13. Commitments and Contingencies:
The Bank has entered into agreements to provide certain syndicated loans
with foreign banks. The total amount available under such loans are US$77,466
thousand (equivalent to (Won)92,425 million), of which US$44,599 thousand
(equivalent to (Won)53,211 million) have not been withdrawn by borrowers as of
June 30, 2003.
During 1998, the Bank sold with recourse (Won)3,084,141 million of
non-performing loans classified as substandard or below to the Korea Asset
Management Corporation for proceeds amounting to (Won)1,339,629 million. The
resulting loss of (Won)1,744,512 million was recorded as a loss on disposal of
loans during 1998. As of June 30, 2003, the unsettled amount of such loans
amounted to (Won)1,299,911 million, and the provision for possible losses from
the disposal of unsettled loans recorded as other liabilities amounted to
(Won)84,848 million.
Loans sold off to KDB First Securitization Specialty Co., Ltd. and others
in accordance with the Asset Securitization Plan as of June 30, 2003 comprise
the following (millions of Won):
Retained
Book Selling Subordinated
Disposal Date Value Price Debt Securities Collateral (*)
------------------ -------------- -------------- --------------- --------------
KDB First SPC. June 8, 2000 (Won) 950,627 (Won) 600,000 (Won)201,800 (Won)120,000
KDB Second SPC November 8, 2000 914,764 423,600 143,600 80,000
KDB Third SPC. September 20, 2001 1,793,546 949,900 349,900 185,000
KDB Fifth SPC. December 13, 2001 765,358 528,400 238,400 100,000
-------------- -------------- ------------ ------------
(Won)4,424,295 (Won)2,501,900 (Won)933,700 (Won)485,000
============== ============== ============ ============
- --------
(*) Investment securities are provided as collateral (Note 4).
S-45
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
According to the contracts on asset transfers stipulating warranty for the
assets above, the Bank has a responsibility of warranty up to 30 percent of the
proceeds when the principal or a part of the interest is not repaid at the
expected due date of the cash flows payment schedule.
The Bank has provided credit lines to several securitization specialty
companies amounting to (Won)7,073,285 million, of which (Won)54,958 million was
withdrawn as of June 30, 2003.
In response to the generally unstable economic conditions, the Korean
government and the private sector have been implementing structural reforms to
historical business practices. Implementation of these reforms is progressing
slowly, particularly in the areas of restructuring private enterprises and
reforming the banking industry. The Korean government continues to apply
pressure to Korean companies to restructure into more efficient and profitable
firms. The Bank may be either directly or indirectly affected by these
generally unstable economic conditions and the reform program described above.
The accompanying non-consolidated financial statements reflect management's
assessment of the impact to date of the economic situation on the financial
position of the Bank. Actual results may differ materially from management's
current assessment.
The Bank provided loans amounting to (Won)4,508,300 million and securities
amounting to (Won)540,082 million on June 30, 2003 for companies under workout,
court receivership, court mediation and other restructuring process. The Bank
provided (Won)1,227,807 million for provisions for possible loan losses and
(Won)27,349 million for present value discount with regard to the above loans
and securities. Actual results of the credit loss from the loans to the
customers may differ from the provisions reserved.
14. Derivative Financial Instruments and the Related Contracts:
The Bank utilizes derivative financial instruments to hedge against
financial market risks or for trading purposes.
In case of trading purposes, the Bank uses futures and forward contracts,
swaps, and options, in order to gain a profit from short-term fluctuations of
the underlying value of the derivatives, by forecasting the future interest
rate, exchange rate or other variables affecting the value of the instruments.
Furthermore, the Bank also trades the instruments to hedge against the
derivative financial instruments purchased by the Bank's customers.
Additionally, the trading derivatives include the derivatives used to hedge
the exchange rate of the Bank's foreign currency assets and liabilities and
interest rate of the Bank's loans and borrowings, of which the underlying
assets and liabilities are already valued at fair market value in accordance
with the financial accounting standards generally accepted in the Republic of
Korea or the position hedging transactions in which derivative instruments are
not specifically identified to the underlying transactions.
The hedging instruments generally include the cross currency swaps and/or
interest rate swaps used to hedge the borrowings and bonds denominated in
foreign currency from the exchange rate and/
S-46
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
or the interest rate risks. Those hedging transactions are made with foreign
financial institutions and domestic banks. The hedging instruments also include
the interest swaps used to reduce interest rate risks of the Industrial Finance
Bonds issued in Won.
The unsettled contract amount of the Bank's derivatives and the related
valuation gain (loss) are as follows (Millions of Won):
Unsettled Contract Amount Valuation Gain/Loss(I/S)
---------------------------------------------- ------------------------------------------
Valuation
Trading Hedging Trading Hedging Gain/
Total Purpose Purpose Total Purpose Purpose Loss(B/S)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
Interest rate
- -------------
Forward..... (Won) 3,591,231 (Won) 3,591,231 (Won) -- (Won) (99) (Won) (99) (Won) -- (Won) (99)
Futures..... 6,860,158 6,860,158 -- 5,081 5,081 -- --
Swap....... 43,826,692 43,570,176 256,516 (135,149) (131,305) (3,844) 185,375
Options
Buy....... 460,332 460,332 -- 3,142 3,142 -- 8,137
Sell....... 540,000 540,000 -- (3,275) (3,275) -- (10,311)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
55,278,413 55,021,897 256,516 (130,300) (126,456) (3,844) 183,102
--------------- --------------- -------------- ------------- ------------- ------------ -------------
Currency
- --------
Forward..... 8,457,762 8,457,762 -- 47,316 47,316 -- 48,755
Futures..... 191,373 191,373 -- 455 455 -- --
Swap....... 15,379,190 14,138,125 1,241,065 (12,130) 14,965 (27,095) (122,831)
Options
Buy....... 584,945 584,945 -- (3,209) (3,209) -- 8,195
Sell....... 797,837 797,837 -- 3,843 3,843 -- (11,211)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
25,411,107 24,170,042 1,241,065 36,275 63,370 (27,095) (77,092)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
Stock price index
- -----------------
Futures..... 13,779 13,779 -- 550 550 -- --
Options
Buy....... 121,779 121,779 -- 504 504 -- 9,239
Sell....... 294,981 294,981 -- (1,877) (1,877) -- (15,298)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
430,539 430,539 -- (823) (823) -- (6,059)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
(Won)81,120,059 (Won)79,622,478 (Won)1,497,581 (Won) (94,848) (Won) (63,909) (Won)(30,939) (Won) 99,951
=============== =============== ============== ============= ============= ============ =============
15. Equity:
Paid-in Capital
The Bank increased and decreased its paid-in capital several times
including a (Won)3,000,000 million investment in kind by 127,086,334 shares of
Korea Electric Power Corporation valued at (Won)23,606 per share on June 20,
2001, (Won)50,000 million cash injection on December 29, 2001, and the raising
of (Won)100,000 million and the reduction of (Won)959,800 million paid-in
capital for the year ended in December 31, 2000. Paid-in capital of the Bank as
of June 30, 2003 is (Won)7,161,861 million.
S-47
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Capital Surplus
In accordance with a resolution of the Board of Directors, the Bank
decreased its paid-in capital used to offset accumulated deficit and the
capital surplus of the Bank as of June 30, 2003 are as follows (Millions of
Won):
Decrease Offsetted
Resolution of in Paid-in Accumulated Capital
Board of Directors Capital Deficit Surplus
------------------ -------------- -------------- -----------
October 27, 1998.. (Won)4,218,800 (Won)4,184,046 (Won)34,754
November 22, 2000. 959,800 950,181 9,619
-------------- -------------- -----------
(Won)5,178,600 (Won)5,134,227 (Won)44,373
============== ============== ===========
Legal Reserve
The Korea Development Bank Act requires the Bank to appropriate net income
as a legal reserve. This reserve can be transferred to paid-in capital or used
to offset accumulated deficit.
Offsetting of Accumulated Deficit
In accordance with the Korea Development Bank Act, the Bank offsets
accumulated deficit with reserves. If reserves are insufficient to eliminate
the accumulated deficit, the Korean Government should complement the
deficiency. Offsetted accumulated deficit with the approval of the Korean
Government since 2000 are as follows:
Year Approval Date Accounts Millions of Won
---- ----------------- --------------- ---------------
2000 February 28, 2001 Legal reserve (Won) 456,997
Capital reserve 950,181
--------------
(Won)1,407,178
==============
16. Other Non-Interest Revenue (Expenses):
Other non-interest revenue (expenses) for the six-month period ended June
30, 2003 and 2002 comprise the following:
Millions of Won
-------------------------
2003 2002
------------ ------------
Other non-interest revenue
- --------------------------
Gain on foreign currency transactions................................ (Won)221,135 (Won)119,228
Reversal of provision for possible losses on guarantees outstanding.. 15,773 47,706
Trust account management revenue..................................... 15,625 --
Gain on valuation of hedged items.................................... 251,551 --
Others............................................................... 110,834 51,426
------------ ------------
(Won)614,918 (Won)218,360
============ ============
S-48
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Millions of Won
-------------------------
2003 2002
------------ ------------
Other non-interest expense
--------------------------
Loss on foreign currency transactions.. (Won)224,717 (Won)339,389
Donation............................... 14,187 --
Trust account management loss.......... 46 --
Loss on valuation of hedged items...... 135,190 --
Others................................. 29,258 112,623
------------ ------------
(Won)403,398 (Won)452,012
============ ============
17. General and Administrative Expenses:
General and administrative expenses for the six-month period ended June 30,
2003 and 2002 comprise the following:
Millions of Won
-------------------------
2003 2002
------------ ------------
Salaries............ (Won) 72,620 (Won) 53,395
Retirement allowance 9,427 7,589
Employee benefits... 6,071 11,379
Rent................ 3,615 3,103
Depreciation........ 10,313 9,384
Taxes and dues...... 4,561 4,521
Printing............ 1,859 1,715
Travel.............. 1,348 1,561
Commission.......... 4,115 3,936
Others.............. 23,107 21,284
------------ ------------
(Won)137,036 (Won)117,867
============ ============
18. Non-Operating Income (Expenses):
Non-operating income (expenses) for the six-month period ended June 30,
2003 and 2002 comprise the following:
Millions of Won
-------------------------
2003 2002
------------ ------------
Non-operating income
- --------------------
Gain on disposal of premises and equipment............... (Won) 682 (Won) 21
Rental income............................................ 245 268
Gain on disposal of loans................................ 10,291 55,119
Gain on valuation of securities using the equity method.. 281,230 405,371
Gain on available-for-sale securities.................... 57,690 129,411
Gain on disposal of securities under equity method....... 93,743 4,033
Others................................................... 947 1,464
------------ ------------
444,828 595,687
------------ ------------
S-49
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Millions of Won
-------------------------
2003 2002
------------ ------------
Non-operating expenses
----------------------
Loss on disposal of premises and equipment.. 36 6,604
Loss on disposal of loans................... 3,228 115,848
Loss on available-for-sale-securities....... 398,934 171,070
Others...................................... 9,505 6,058
------------ ------------
411,703 301,007
------------ ------------
(Won) 33,125 (Won)294,680
============ ============
19. Average Amounts of Assets and Liabilities Related to Interest Income and
Expenses:
Interest income or interest expenses and the average amounts of related
assets or liabilities for the six-month period ended June 30, 2003 and 2002 are
as follows (Millions of Won):
2003 2002
------------------------------- -------------------------------
Average Interest Income Average Interest Income
Amount or Expense Amount or Expense
--------------- --------------- --------------- ---------------
Asset
- -----
Due from banks.. (Won) 1,663,052 (Won) 16,390 (Won) 2,356,050 (Won) 34,813
Securities...... 13,018,589 303,229 12,320,560 339,636
Loans........... 45,517,976 1,052,226 44,846,576 1,298,904
Others.......... 9,822 5,631
-------------- --------------
(Won)1,381,667 (Won)1,678,984
============== ==============
Liabilities
- -----------
Deposits........ (Won) 8,951,548 (Won) 188,756 (Won) 9,065,474 (Won) 200,437
Borrowings...... 23,723,221 283,857 20,183,187 336,537
Bonds........... 34,739,003 893,991 36,691,731 1,058,182
Others.......... 10,839 44,635
-------------- --------------
(Won)1,377,443 (Won)1,639,791
============== ==============
20. Income Tax Expense:
The statutory income tax rate applicable to the Bank, including resident
tax surcharges, is approximately 29.7%.
S-50
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Income tax expense for the six-month period ended June 30, 2003 and 2002
comprise the following:
Millions of Won
-----------------
2003 2002
-------- --------
Income taxes payable.............. (Won) -- (Won) --
Income taxes for overseas branches 288 216
-------- --------
(Won)288 (Won)216
======== ========
The tax effect on major tax adjustments for the six-month period ended June
30, 2003 and 2002 comprise the following:
Millions of Won
---------------------------
2003 2002
------------- ------------
Income before income tax expense......................... (Won)(392,041) (Won)112,738
------------- ------------
Computed income tax at the expected statutory rate....... (116,436) 33,483
------------- ------------
Temporary differences (tax effect):
Provision for possible loan losses................... 53,872 (36,189)
Provision for severance benefits..................... 1,117 --
Loss on settlement of non-performing loans disposed.. (36,682) 32,140
Loss on investments using the equity method.......... (538) (33,427)
Write-off of loans................................... 60,402 --
Provision for guarantees outstanding................. (4,685) (13,951)
Impairment loss on equity securities................. (55,175) (2,036)
Impairment loss on debt securities................... 19,315 (14,151)
Present value discount............................... (47,199) 7,092
Others............................................... (288,784) 470,979
------------- ------------
(298,357) 410,457
------------- ------------
Permanent differences (tax effect):
Dividends received................................... (12,367) (34,716)
Others............................................... 28,772 254
------------- ------------
16,405 (34,462)
------------- ------------
Tax effect of operating loss carry-forward............... -- 409,478
------------- ------------
Income taxes payable..................................... (Won) -- (Won) --
============= ============
S-51
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
Changes in temporary differences for the six-month period ended June 30,
2003 are as follows (Millions of Won):
Beginning Ending
Balance Decrease Increase Balance
--------------- --------------- --------------- ---------------
Accrued severance benefits............... (Won) 5,605 (Won) 794 (Won) 4,554 (Won) 9,365
Acquisition of shares of stock resulting
from the transfer of capital surplus to
common stock........................... 92,667 -- 300 92,967
Loss on valuation of investment
securities............................. 11,612 11,600 -- 12
Gain on valuation of trading
securities............................. (160,546) (12,055) (5,169) (153,660)
Impairment loss on investment equity
securities............................. 788,510 435,936 250,160 602,734
Impairment loss on investment debt
securities............................. 445,956 22,312 87,346 510,990
Present value discount................... 215,377 158,920 -- 56,457
Provision for guarantees outstanding..... 63,223 63,223 47,450 47,450
Loss on investment valuation by the
equity method.......................... (1,168,487) (1,168,487) (1,170,299) (1,170,299)
Provision for possible loan losses....... 471,144 471,144 652,532 652,532
Loss on settlement of non-performing
loans disposed......................... 208,358 208,358 84,848 84,848
Write-off of loans....................... 1,772,698 -- 203,374 1,976,072
Others................................... 731,583 536,233 (431,691) (236,341)
--------------- --------------- --------------- ---------------
3,477,700 727,978 (276,595) 2,473,127
Operating loss carry-forward............. 2,741,320 -- 1,387,145 4,128,465
--------------- --------------- --------------- ---------------
6,219,020 727,978 1,110,550 6,601,592
=============== =============== =============== ===============
Deferred income tax assets (2003)........ (Won) 1,847,049 (Won) 216,209 (Won) 329,833 (Won) 1,960,673
=============== =============== =============== ===============
Considering the future deductibility of accumulated deficit and temporary
differences from future taxable income, the Bank recorded deferred income tax
assets amounting to (Won)146,834 million out of the total future tax benefits
of (Won)1,847,049 million as of December 31, 2002 and (Won)1,960,673 million as
of June 30, 2003.
S-52
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
21. Assets and Liabilities Denominated in Foreign Currencies:
Significant assets and liabilities denominated in foreign currencies as of
June 30, 2003 and December 31, 2002 are as follows:
Thousands of U.S.$ (*) Millions of Won Equivalent
--------------------------- -------------------------------
2003 2002 2003 2002
------------- ------------- --------------- ---------------
(Assets)
Cash on hand..................... US$ 1,935 US$ 1,540 (Won) 2,309 (Won) 1,849
Due from banks................... 691,789 1,369,083 825,373 1,643,448
Trading securities............... 360,587 323,884 430,216 388,790
Investment securities (available-
for-sale)...................... 2,054,131 1,748,506 2,450,784 2,098,907
Investment securities (held-to-
maturity)...................... 704,078 891,838 840,035 1,070,562
Investment securities using the
equity method.................. 99,520 113,774 118,738 136,574
Bills bought..................... 2,457,190 2,536,782 2,931,674 3,045,154
Call loans....................... 1,314,800 540,318 1,568,688 648,598
Loans............................ 13,386,622 13,427,626 15,971,579 16,118,522
Domestic import usance bills..... 3,048,144 2,793,102 3,636,739 3,352,839
Other assets..................... 2,361,062 2,724,690 2,816,982 3,270,718
------------- ------------- --------------- ---------------
US$26,479,858 US$26,471,143 (Won)31,593,117 (Won)31,775,961
============= ============= =============== ===============
(Liabilities)
Deposits......................... US$ 768,232 US$ 536,105 (Won) 916,578 (Won) 643,540
Borrowings....................... 13,663,020 14,524,208 16,301,349 17,434,860
Bonds sold under repurchase
agreements..................... 858,413 589,872 1,024,172 708,082
Call money....................... 195,939 269,026 233,775 322,939
Industrial finance bonds issued.. 8,478,916 7,714,125 10,116,195 9,260,036
Other liabilities................ 1,775,932 1,746,748 2,118,864 2,096,795
------------- ------------- --------------- ---------------
US$25,740,452 US$25,380,084 (Won)30,710,933 (Won)30,466,252
============= ============= =============== ===============
- --------
(*) Assets or liabilities denominated in foreign currencies other than in U.S.
Dollars have been converted into U.S. Dollars by using the exchange rate in
effect on June 30, 2003 and December 31, 2002.
S-53
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
June 30, 2003
(Unaudited)
22. Related Party Transactions:
Significant loans to related parties as of June 30, 2003 and December 31,
2002 are as follows:
Millions of Won
-----------------------------
2003 2002.
-------------- --------------
The KDB Capital Corp.............................. (Won) 297,177 (Won) 325,583
KDB Asia Limited Hong Kong........................ 23,862 24,008
Daewoo Shipbuilding & Marine Engineering Co., Ltd. 843,496 480,951
Daewoo Securities Co., Ltd........................ 200,000 200,000
Pan Ocean Shipping Co., Ltd....................... 138,872 180,319
KDB Bank (Hungary) Ltd............................ 11,931 --
-------------- --------------
(Won)1,515,338 (Won)1,210,861
============== ==============
23. Operating Results of Trust Accounts:
The income statement of the Trust Accounts for the six-month period ended
June 30, 2003 and 2002 are as follows:
Millions of Won
-------------------------
2003 2002
------------ ------------
(Revenue)
Interest income............................ (Won)104,644 (Won) 95,733
Gain from securities....................... 145,124 38,152
Others..................................... 22,701 5,003
------------ ------------
(Won)272,469 (Won)138,888
============ ============
(Expenses)
Dividends of trust profits to beneficiaries (Won)164,713 (Won) 73,135
Commissions paid........................... 333 143
Loss from securities....................... 65,035 37,290
Trust fee to the Bank...................... 15,283 12,087
Provisions for possible loan losses........ 22,325 6,155
Others..................................... 4,780 10,078
------------ ------------
(Won)272,469 (Won)138,888
============ ============
24. Supplemental Cash Flow Information:
Major transactions that do not involve cash inflows and cash outflows for
the six-month period ended June 30, 2003 are presented as follows:
Millions of Won
---------------
Loans converted to equity securities (Won)5,253
S-54
THE REPUBLIC OF KOREA
Government and Politics
Political Organization
As of August 8, 2003, the parties controlled the following number of seats
in the National Assembly:
GNP MDP Other Total
--- --- ----- -----
Number of Seats 149 101 22 272
Relations with North Korea
In August 2003, the representatives of the Republic, the United States,
North Korea, China, Japan and Russia held multilateral 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 a further round of negotiations may take place in the future.
The Economy
Economic Developments Since 1997
Financial Condition of Korean Banks and Other Financial Institutions
In August 2003, Lone Star Funds, an investment firm based in the United
States, agreed to buy a 51% stake in Korea Exchange Bank for approximately
US$1.2 billion.
In July 2003, the Government agreed to sell a controlling interest in
Chohung Bank to Shinhan Financial Group.
By June 30, 2003, the Non-performing Asset Management Fund managed by KAMCO
had purchased approximately (Won)110.3 trillion in principal amount of
non-performing assets from financial institutions for (Won)39.8 trillion.
The average delinquency rate among the Republic's nine credit card
companies was approximately 9.5% as of June 30, 2003.
Foreign Currency Reserves and External Liabilities
The Government's usable foreign currency reserves totaled approximately
US$131.7 billion as of June 30, 2003. Based on preliminary data, the Republic's
total external liabilities, using standards set by the IMF, totaled US$144.0
billion as of June 30, 2003.
Gross Domestic Product and Major Financial Indicators
Gross Domestic Product
Based on preliminary data, GDP growth in the first half of 2003 was 2.7% at
constant market prices, as aggregate private and general government consumption
expenditures decreased by 0.1% and gross domestic fixed capital formation
increased by 4.1%, each compared with the same period in 2002.
S-55
Based on preliminary data, the Republic's GDP grew approximately 1.9% in
the second quarter of 2003, at constant market prices, compared with the second
quarter of 2002. In addition, based on preliminary data, GDP fell 0.7% in the
second quarter of 2003 compared with the first quarter of 2003, which followed
a 0.4% fall in GDP in the first quarter of 2003 compared with the fourth
quarter of 2002.
Prices, Wages and Employment
In the first half of 2003, the inflation rate was 3.0% and the unemployment
rate was 3.3%.
Balance of Payments
Based on preliminary data, the estimated current account surplus for the
first six months of 2003 was US$849 billion.
Trade Balance
The following table summarizes the Republic's trade balance for the periods
indicated:
Trade Balance
Exports
as
Balance % of
Exports(1) Imports(2) of Trade Imports
----------- ----------- ---------- -------
(millions of dollars, except percentages)
June 30, 2002... US$76,908.0 US$70,979.7 US$4,928.3 106.9%
June 30, 2003(3) 89,197.6 85,884.0 3,313.6 103.9
- --------
(1) These entries are derived from trade statistics and are valued on a free on
board basis, meaning that the insurance and freight costs are not included.
(2) These entries are derived from customs clearance statistics on a C.I.F.
basis, meaning that the price of goods include insurance and freight cost.
(3) Preliminary data.
Source: The Bank of Korea.
Based on preliminary data, the Republic recorded a trade surplus of US$3.3
billion in the first half of 2003. Exports increased by 17.5% and imports
increased by 21.0% compared to the corresponding period of 2002.
The Republic's largest trading partners, the United States, Japan and China
accounted for the following percentages of the country's imports and exports
for the first half of 2003:
June 30, 2003(1)
--------------
Exports Imports
------- -------
United States 17.9% 14.7%
Japan........ 15.7 19.7
China(2)..... 23.8 13.1
- --------
(1) Preliminary.
(2) Includes Hong Kong.
Source: Ministry of Commerce, Industry and Energy.
S-56
Monetary Policy
Interest Rates
On July 10, 2003, the Bank of Korea cut its overnight call rate target by a
quarter percentage point to 3.75% from 4.00%.
Money Supply
The following table shows the volume of the Republic's money supply:
As of
June 30, 2003
-----------------
(billions of won)
Money Supply (M1)(1)........................ (Won)276,009.5
Quasi-Money(2).............................. 605,979.6
Money Supply (M2)........................... 881,989.1
Percentage Increase Over Previous Year.. 6.7%
- --------
(1) Consists of currency in circulation and demand and instant access savings
deposits at financial institutions.
(2) Includes time and installment savings deposits, marketable instruments,
yield-based dividend instruments and financial debentures, excluding
financial instruments with a maturity of more than two years.
Source: The Bank of Korea.
S-57
DESCRIPTION OF THE NOTES
The following is a description of some of the terms of the Notes we are
offering. Since it is only a summary, we urge you to read the fiscal agency
agreement described below and the forms of global note before deciding whether
to invest in the Notes. We have filed a copy of these documents with the United
States Securities and Exchange Commission as exhibits to the registration
statement.
The general terms of our Notes are described in the accompanying
prospectus. The description in this prospectus supplement further adds to that
description or, to the extent inconsistent with that description, replaces it.
Governed by Fiscal Agency Agreement
We will issue the Notes under the fiscal agency agreement, dated as of
February 15, 1991, between us and The Bank of New York, as fiscal agent. The
fiscal agent will maintain a register for the Notes.
Payment of Principal and Interest
The Notes are initially limited to US$750,000,000 aggregate principal
amount and will mature on September 10, 2013. The Notes will bear interest at
the rate of 5.75% per annum. Interest on the Notes is payable semi-annually on
March 10 and September 10 of each year, beginning on March 10, 2004. Interest
on the Notes will accrue from September 10, 2003. We will pay interest to the
person who is registered as the owner of a Note at the close of business on the
fifteenth day (whether or not a business day) next preceding such interest
payment date. Interest on the Notes will be computed based on a 360-day year
consisting of twelve 30-day months. We will make principal and interest
payments on the Notes in immediately available funds in U.S. dollars.
Denomination
The Notes will be issued in minimum denominations of US$1,000 increased in
multiples of US$1,000.
Redemption
We may not redeem the Notes prior to maturity. At maturity, we will redeem
the Notes at par.
Form and Registration
We will issue the Notes in the form of one or more fully registered global
notes, registered in the name of a nominee of and deposited with the custodian
for DTC. Except as described in the accompanying prospectus under "Description
of the Securities--Description of Debt Securities--Global Securities", the
global notes will not be exchangeable for Notes in definitive registered form,
and will not be issued in definitive registered form. Financial institutions,
acting as direct and indirect participants in DTC, will represent your
beneficial interests in the global notes. These financial
S-58
institutions will record the ownership and transfer of your beneficial interest
through book-entry accounts. You may hold your beneficial interests in the
Notes through Euroclear or Clearstream, Luxembourg if you are a participant in
such systems, or indirectly through organizations that are participants in such
systems. Any secondary market trading of book-entry interests in the Notes will
take place through DTC participants, including Euroclear and Clearstream,
Luxembourg. See "Clearance and Settlement--Transfers Within and Between DTC,
Euroclear and Clearstream, Luxembourg".
The fiscal agent will not charge you any fees for the Notes, other than
reasonable fees for the replacement of lost, stolen, mutilated or destroyed
Notes. However, you may incur fees for the maintenance and operation of the
book-entry accounts with the clearing systems in which your beneficial
interests are held.
Notices
All notices regarding the Notes will be published in London in the
Financial Times, in New York in The Wall Street Journal (U.S. Edition), and,
for as long as the Notes are listed on the Luxembourg Stock Exchange and the
rules of the Luxembourg Stock Exchange so require, in a newspaper of general
circulation in Luxembourg, expected to be the Luxemburger Wort. If we cannot,
for any reason, publish notice in any of those newspapers, we will choose an
appropriate alternate English language newspaper of general circulation, and
notice in that newspaper will be considered valid notice. Notice will be
considered made on the first date of its publication.
S-59
TAXATION
United States Tax Considerations
Change in the Capital Gains Tax Rate
Pursuant to the Jobs and Growth Tax Relief Reconciliation Act of 2003
("JAGTRRA"), the following discussion should be incorporated in the
accompanying prospectus:
. The net amount of long-term capital gain recognized by an individual U.S.
holder after May 5, 2003 and before January 1, 2009 generally is subject
to taxation at a maximum rate of 15%; net capital gains recognized by an
individual U.S. holder before May 6, 2003 or after December 31, 2008
generally are subject to taxation at a maximum rate of 20%.
U.S. holders should consult their tax advisors with respect to the
provisions of JAGTRRA.
S-60
CLEARANCE AND SETTLEMENT
We have obtained the information in this section from sources we believe to
be reliable, including DTC, Euroclear and Clearstream, Luxembourg. We accept
responsibility only for accurately extracting information from such sources.
DTC, Euroclear and Clearstream, Luxembourg are under no obligation to perform
or continue to perform the procedures described below, and they may modify or
discontinue them at any time. Neither we nor the registrar will be responsible
for DTC's, Euroclear's or Clearstream, Luxembourg's performance of their
obligations under their rules and procedures. Nor will we or the registrar be
responsible for the performance by direct or indirect participants of their
obligations under their rules and procedures.
Introduction
The Depository Trust Company
DTC is:
. a limited-purpose trust company organized under the New York Banking Law;
. a "banking organization" under the New York Banking Law;
. a member of the Federal Reserve System;
. a "clearing corporation" under the New York Uniform Commercial Code; and
. a "clearing agency" registered under Section 17A of the Securities
Exchange Act of 1934.
DTC was created to hold securities for its participants and facilitate the
clearance and settlement of securities transactions between its participants.
It does this through electronic book-entry changes in the accounts of its
direct participants, eliminating the need for physical movement of securities
certificates. DTC is owned by a number of its direct participants and by the
New York Stock Exchange Inc., the American Stock Exchange, Inc. and the
National Association of Securities Dealers Inc.
Euroclear and Clearstream, Luxembourg
Like DTC, Euroclear and Clearstream, Luxembourg hold securities for their
participants and facilitate the clearance and settlement of securities
transactions between their participants through electronic book-entry changes
in their accounts. Euroclear and Clearstream, Luxembourg provide various
services to their participants, including the safekeeping, administration,
clearance and settlement and lending and borrowing of internationally traded
securities. Participants in Euroclear and Clearstream, Luxembourg are financial
institutions such as underwriters, securities brokers and dealers, banks and
trust companies. Some of the underwriters participating in this offering are
participants in Euroclear or Clearstream, Luxembourg. Other banks, brokers,
dealers and trust companies have indirect access to Euroclear or Clearstream,
Luxembourg by clearing through or maintaining a custodial relationship with a
Euroclear or Clearstream, Luxembourg participant.
Ownership of Notes through DTC, Euroclear and Clearstream, Luxembourg
We will issue the Notes in the form of one or more fully registered global
notes, registered in the name of a nominee of DTC. Financial institutions,
acting as direct and indirect participants in DTC, will represent your
beneficial interests in the Notes. These financial institutions will record the
ownership and transfer of your beneficial interests through book-entry
accounts. You may also hold
S-61
your beneficial interests in the Notes through Euroclear or Clearstream,
Luxembourg, if you are a participant in such systems, or indirectly through
organizations that are participants in such systems. Euroclear and Clearstream,
Luxembourg will hold their participants' beneficial interests in the global
notes in their customers' securities accounts with their depositaries. These
depositaries of Euroclear and Clearstream, Luxembourg in turn will hold such
interests in their customers' securities accounts with DTC.
We and the fiscal agent generally will treat the registered holder of the
Notes, initially Cede & Co., as the absolute owner of the Notes for all
purposes. Once we and the fiscal agent make payments to the registered holder,
we and the fiscal agent will no longer be liable on the Notes for the amounts
so paid. Accordingly, if you own a beneficial interest in the global notes, you
must rely on the procedures of the institutions through which you hold your
interests in the Notes, including DTC, Euroclear, Clearstream, Luxembourg and
their respective participants, to exercise any of the rights granted to holders
of Notes. Under existing industry practice, if you desire to take any action
that Cede & Co., as the holder of the global notes, is entitled to take, then
Cede & Co. would authorize the DTC participant through which you own your
beneficial interest to take such action. The participant would then either
authorize you to take the action or act for you on your instructions.
DTC may grant proxies or authorize its participants, or persons holding
beneficial interests in the Notes through such participants, to exercise any
rights of a holder or take any actions that a holder is entitled to take under
the fiscal agency agreement or the Notes. Euroclear's or Clearstream,
Luxembourg's ability to take actions as holder under the Notes or the fiscal
agency agreement will be limited by the ability of their respective
depositaries to carry out such actions for them through DTC. Euroclear and
Clearstream, Luxembourg will take such actions only in accordance with their
respective rules and procedures.
Transfers Within and Between DTC, Euroclear and Clearstream, Luxembourg
Trading Between DTC Purchasers and Sellers
DTC participants will transfer interests in the Notes among themselves in
the ordinary way according to DTC rules. Participants will pay for such
transfers by wire transfer. The laws of some states require certain purchasers
of securities to take physical delivery of the securities in definitive form.
These laws may impair your ability to transfer beneficial interests in the
global notes to such purchasers. DTC can act only on behalf of its direct
participants, who in turn act on behalf of indirect participants and certain
banks. Thus, your ability to pledge a beneficial interest in the global notes
to persons that do not participate in the DTC system, and to take other
actions, may be limited because you will not possess a physical certificate
that represents your interest.
Trading Between Euroclear and/or Clearstream, Luxembourg Participants
Participants in Euroclear and Clearstream, Luxembourg will transfer
interests in the Notes among themselves according to the rules and operating
procedures of Euroclear and Clearstream, Luxembourg.
Trading Between a DTC Seller and a Euroclear or Clearstream, Luxembourg
Purchaser
When the Notes are to be transferred from the account of a DTC participant
to the account of a Euroclear or Clearstream, Luxembourg participant, the
purchaser must first send instructions to
S-62
Euroclear or Clearstream, Luxembourg through a participant at least one
business day prior to the settlement date. Euroclear or Clearstream, Luxembourg
will then instruct its depositary to receive the Notes and make payment for
them. On the settlement date, the depositary will make payment to the DTC
participant's account and the Notes will be credited to the depositary's
account. After settlement has been completed, DTC will credit the Notes to
Euroclear or Clearstream, Luxembourg, Euroclear or Clearstream, Luxembourg will
credit the Notes, in accordance with its usual procedures, to the participant's
account, and the participant will then credit the purchaser's account. These
securities credits will appear the next day (European time) after the
settlement date. The cash debit from the account of Euroclear or Clearstream,
Luxembourg will be back-valued to the value date, which will be the preceding
day if settlement occurs in New York. If settlement is not completed on the
intended value date (i.e., the trade fails), the cash debit will instead be
valued at the actual settlement date.
Participants in Euroclear and Clearstream, Luxembourg will need to make
funds available to Euroclear or Clearstream, Luxembourg to pay for the Notes by
wire transfer on the value date. The most direct way of doing this is to
pre-position funds (i.e., have funds in place at Euroclear or Clearstream,
Luxembourg before the value date), either from cash on hand or existing lines
of credit. Under this approach, however, participants may take on credit
exposure to Euroclear and Clearstream, Luxembourg until the Notes are credited
to their accounts one day later.
As an alternative, if Euroclear or Clearstream, Luxembourg has extended a
line of credit to a participant, the participant may decide not to pre-position
funds, but to allow Euroclear or Clearstream, Luxembourg to draw on the line of
credit to finance settlement for the Notes. Under this procedure, Euroclear or
Clearstream, Luxembourg would charge the participant overdraft charges for one
day, assuming that the overdraft would be cleared when the Notes were credited
to the participant's account. However, interest on the Notes would accrue from
the value date. Therefore, in many cases the interest income on Notes which the
participant earns during that one-day period will substantially reduce or
offset the amount of the participant's overdraft charges. Of course, this
result will depend on the cost of funds (i.e., the interest rate that Euroclear
or Clearstream, Luxembourg charges) to each participant.
Since the settlement will occur during New York business hours, a DTC
participant selling an interest in the Notes can use its usual procedures for
transferring global securities to the depositories of Euroclear or Clearstream,
Luxembourg for the benefit of Euroclear or Clearstream, Luxembourg
participants. The DTC seller will receive the sale proceeds on the settlement
date. Thus, to the DTC seller, a cross-market sale will settle no differently
than a trade between two DTC participants.
Finally, day traders who use Euroclear or Clearstream, Luxembourg and who
purchase Notes from DTC participants for credit to Euroclear participants or
Clearstream, Luxembourg participants should note that these trades will
automatically fail unless one of three steps is taken:
. borrowing through Euroclear or Clearstream, Luxembourg for one day, until
the purchase side of the day trade is reflected in the day trader's
Euroclear or Clearstream, Luxembourg account, in accordance with the
clearing system's customary procedures;
. borrowing the Notes in the United States from DTC participants no later
than one day prior to settlement, which would allow sufficient time for
the Notes to be reflected in the Euroclear or Clearstream, Luxembourg
account in order to settle the sale side of the trade; or
S-63
. staggering the value dates for the buy and sell sides of the trade so
that the value date for the purchase from the DTC participant is at least
one day prior to the value date for the sale to the Euroclear or
Clearstream, Luxembourg participant.
Trading Between a Euroclear or Clearstream, Luxembourg Seller and a DTC
Purchaser
Due to time-zone differences in their favor, Euroclear and Clearstream,
Luxembourg participants can use their usual procedures to transfer Notes
through their depositaries to a DTC participant. The seller must first send
instructions to Euroclear or Clearstream, Luxembourg through a participant at
least one business day prior to the settlement date. Euroclear or Clearstream,
Luxembourg will then instruct its depositary to credit the Notes to the DTC
participant's account and receive payment. The payment will be credited in the
account of the Euroclear or Clearstream, Luxembourg participant on the
following day, but the receipt of the cash proceeds will be back-valued to the
value date, which will be the preceding day if settlement occurs in New York.
If settlement is not completed on the intended value date (i.e., the trade
fails), the receipt of the cash proceeds will instead be valued at the actual
settlement date.
If the Euroclear or Clearstream, Luxembourg participant selling the Notes
has a line of credit with Euroclear or Clearstream, Luxembourg and elects to be
in debit for the Notes until it receives the sale proceeds in its account, then
the back-valuation may substantially reduce or offset any overdraft charges
that the participant incurs over that period.
Settlement in other currencies between DTC and Euroclear and Clearstream,
Luxembourg is possible using free-of-payment transfers to move the Notes, but
funds movement will take place separately.
S-64
UNDERWRITING
Relationship with the Underwriters
We and the underwriters named below (the "Underwriters") have entered into
a Terms Agreement dated September 3, 2003 (the "Terms Agreement") with respect
to the Notes relating to the Underwriting Agreement--Standard Terms (together
with the Terms Agreement, the "Underwriting Agreement") filed as an exhibit to
the registration statement. Barclays Capital Inc., Credit Suisse First Boston
LLC, The Hongkong and Shanghai Banking Corporation Limited and J.P. Morgan
Securities Inc. are acting as representatives of the Underwriters. Subject to
the terms and conditions set forth in the Underwriting Agreement, we have
agreed to sell to each of the Underwriters, severally, and each of the
Underwriters has severally agreed to purchase, the following principal amount
of the Notes set out opposite its name below:
Principal Amount of
Name of Underwriters the Notes
-------------------- -------------------
Barclays Capital Inc................................. US$178,125,000
Credit Suisse First Boston LLC....................... 178,125,000
The Hongkong and Shanghai Banking Corporation Limited 178,125,000
J.P. Morgan Securities Inc........................... 178,125,000
ABN Amro Bank N.V.................................... 9,375,000
Banc One Capital Markets, Inc........................ 9,375,000
Commonwealth Bank of Australia....................... 9,375,000
Harris Nesbitt Corp.................................. 9,375,000
--------------
Total............................................ US$750,000,000
==============
Under the terms and conditions of the Underwriting Agreement, if the
Underwriters take any of the Notes, then the Underwriters are obligated to take
and pay for all of the Notes.
The Underwriters initially propose to offer the Notes directly to the
public at the offering price described on the cover page and may offer a
portion to certain dealers at a price that represents a concession not in
excess of 0.150% of the principal amount with respect to the Notes. Any
Underwriter may allow, and any such dealer may reallow, a concession not in
excess of 0.125% of the principal amount of the Notes to certain other dealers.
After the initial offering of the Notes, the Underwriters may from time to time
vary the offering price and other selling terms.
The Notes are new classes of securities with no established trading market.
We have applied to the Luxembourg Stock Exchange for listing of, and permission
to deal in, the Notes. There can be no assurance that such listing will be
obtained. The Underwriters have advised us that they intend to make a market in
the Notes. However, they are not obligated to do so and they may discontinue
any market-making activities with respect to the Notes at any time without
notice. Accordingly, we cannot assure you as to the liquidity of any trading
market for the Notes.
We have agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments which the Underwriters may be required to make in
respect of any such liabilities.
In connection with this offering, the Underwriters may purchase and sell
Notes in the open market. These transactions may include over-allotment,
covering transactions and stabilizing transactions. Over-allotment involves
sales of Notes in excess of the principal amount of Notes to be purchased by
the Underwriters in this offering, which creates a short position for the
Underwriters.
S-65
Covering transactions involve purchases of the Notes in the open market after
the distribution has been completed in order to cover short positions.
Stabilizing transactions consist of certain bids or purchases of Notes made for
the purpose of preventing or retarding a decline in the market price of the
Notes while the offering is in progress. Any of these activities may have the
effect of preventing or retarding a decline in the market price of the Notes.
They may also cause the price of the Notes to be higher than the price that
otherwise would exist in the open market in the absence of these transactions.
The Underwriters may conduct these transactions in the over-the-counter market
or otherwise. If the Underwriters commence any of these transactions, they may
discontinue them at any time, and must discontinue them after a limited period.
The amount of net proceeds is US$745,627,500 after deducting underwriting
discounts but not estimated expenses. Expenses associated with this offering,
to be paid by us, are estimated to be US$300,000. We have agreed to reimburse
the Underwriters for certain of their out-of-pocket expenses incurred in
connection with the offering of the Notes.
In the ordinary course of their respective businesses, some of the
Underwriters and their affiliates have engaged, and may in the future engage,
in commercial banking and/or investment banking transactions with us and our
affiliates.
Delivery of the Notes
We will make delivery of the Notes, against payment in same-day funds on or
about September 10, 2003, which we expect will be the fifth business day
following the date of this prospectus supplement. Under Rule 15c6-1 promulgated
under the Securities Exchange Act of 1934, as amended, U.S. purchasers are
generally required to settle trades in the secondary market in three business
days, unless they and the other parties to any such trade expressly agree
otherwise. Accordingly, if you wish to trade in the Notes on the date of this
prospectus supplement or the next succeeding business day, because the Notes
will initially settle in T+5, you may be required to specify an alternate
settlement cycle at the time of your trade to prevent a failed settlement.
Purchasers in other countries should consult with their own advisors.
Foreign Selling Restrictions
Each Underwriter has agreed to the following selling restrictions in
connection with the offering with respect to the following jurisdictions:
Korea
Each Underwriter has severally represented and agreed that (i) it has not
offered, sold or delivered and will not offer, sell or deliver, directly or
indirectly, any Notes in Korea or to, or for the account or benefit of, any
resident of Korea, except as permitted by applicable Korean laws and
regulations; and (ii) any securities dealer to whom it sells Notes will agree
that it will not offer any Notes, directly or indirectly, in Korea or to any
resident of Korea, except as permitted by applicable Korean laws and
regulations, or to any dealer who does not so represent and agree.
United Kingdom
Each Underwriter has severally represented and agreed that (i) it has not
offered or sold and, prior to the expiry of a period of six months from the
closing date, will not offer or sell, any Notes to persons
S-66
in the United Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purpose of their businesses or otherwise in circumstances which
have not resulted and will not result in an offer to the public in the United
Kingdom within the meaning of The Public Offers of Securities Regulations 1995
(as amended); (ii) it has only communicated or caused to be communicated and
will only communicate or cause to be communicated any invitation or inducement
to engage in investment activity (within the meaning of section 21 of The
Financial Services and Markets Act of 2000 ("FSMA")) received by it in
connection with the issue or sale of any of the Notes in circumstances in which
section 21(1) of the FSMA does not apply to us; and (iii) it has complied, and
will comply with, all applicable provisions of the FSMA with respect to
anything done by it in relation to the Notes, from or otherwise involving the
United Kingdom.
The Netherlands
Each Underwriter has represented and agreed that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly, offer or sell
in the Netherlands any Notes other than to persons who trade or invest in
securities in the conduct of a profession or business (which includes banks,
stockbrokers, insurance companies, pension funds, other institutional investors
and finance companies and treasury departments of large enterprises).
Japan
Each Underwriter has severally represented and agreed that the Notes have
not been and will not be registered under the Securities and Exchange Law of
Japan; it will not offer or sell, directly or indirectly, any of the Notes in
Japan or to, or for the account or benefit of, any resident of Japan or to, or
for the account or benefit of, any resident for reoffering or resale, directly
or indirectly, in Japan or to, or for the account or benefit of, any resident
of Japan except (i) pursuant to an exemption from the registration requirements
of, or otherwise in compliance with, the Securities and Exchange Law of Japan
and (ii) in compliance with the other relevant laws and regulations of Japan.
Hong Kong
Each Underwriter has severally represented and agreed that (i) it has not
offered or sold and will not offer or sell in Hong Kong, by means of any
document, any Notes other than to persons whose ordinary business is to buy or
sell shares or debentures, whether as principal or agent, or in circumstances
which do not constitute an offer to the public within the meaning of the
Companies Ordinance (Cap. 32 of the Laws of Hong Kong) and (ii) it has not
issued and will not issue any advertisement, invitation or document relating to
the Notes, whether in Hong Kong or elsewhere, which is directed at, or the
contents of which are or are likely to be accessed or read by, the public in
Hong Kong (except if permitted to do so under securities laws of Hong Kong)
other than with respect to Notes which are or are intended to be disposed of to
persons outside Hong Kong or only to "professional investors" within the
meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any
rules made thereunder.
Singapore
Each Underwriter represents and agrees that this prospectus supplement and
the accompanying prospectus have not been registered as a prospectus with the
Monetary Authority of Singapore.
S-67
Accordingly, this prospectus supplement and the accompanying prospectus and any
other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Notes may not be circulated or
distributed, nor may the Notes be offered or sold, or be made the subject of an
invitation for subscription or purchase, whether directly or indirectly, to the
public or any member of the public in Singapore other than (i) to an
institutional investor or other person specified in Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a
sophisticated investor, and in accordance with the conditions, specified in
Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with
the conditions of, any other applicable provision of the SFA.
S-68
LEGAL MATTERS
The validity of the Notes is being passed upon for us by Cleary, Gottlieb,
Steen & Hamilton, New York, New York, and by Kim & Chang, Seoul, Korea. Certain
legal matters will also be passed upon for the Underwriters by Davis Polk &
Wardwell, New York, New York. In giving their opinions, Cleary, Gottlieb, Steen
& Hamilton and Davis Polk & Wardwell may rely as to matters of Korean law upon
the opinion of Kim & Chang and Kim & Chang may rely as to matters of New York
law upon the opinion of Cleary, Gottlieb, Steen & Hamilton.
OFFICIAL STATEMENTS AND DOCUMENTS
Our Governor and Chairman of the Board of Directors, in his official
capacity, has supplied the information set forth in this prospectus supplement
under "Recent Developments--The Korea Development Bank". Such information is
stated on his authority. The documents identified in the portion of this
prospectus supplement captioned "Recent Developments--The Republic of Korea" as
the sources of financial or statistical data are derived from official public
documents of the Republic and of its agencies and instrumentalities.
GENERAL INFORMATION
Our authorized share capital is W10,000 billion. As of June 30, 2003, our
paid-in capital, which was fully subscribed to by the Government of Korea, was
(Won)7,161.9 billion.
Our board of directors can be reached at the address of our registered
office: c/o 16-3, Youido-dong, Yongdeungpo-ku, Seoul 150-973, The Republic of
Korea.
The issue of the Notes has been authorized by a resolution of our Board of
Directors passed on November 29, 2002, and a decision of our Governor dated
July 4, 2003. On July 7, 2003, we filed our report on the proposed issuance of
the Notes with the Ministry of Finance and Economy of Korea.
Except as disclosed in this prospectus supplement and the accompanying
prospectus, since December 31, 2002, there has been no material adverse change
in our financial condition. In addition, except as disclosed in this prospectus
supplement and the accompanying prospectus, since June 30, 2003, there has been
no material adverse change in our capitalization as described in the table
appearing on page S-7 of this prospectus supplement which is material in the
context of the issue of the Notes.
We are not involved in any litigation, arbitration or administrative
proceedings that are material in the context of the issue of the Notes and are
not aware of any such litigation, arbitration or administrative proceedings
whether pending or threatened.
We have not appointed a Luxembourg paying or transfer agent with respect to
the Notes. We have agreed to appoint such an agent in Luxembourg if Notes in
definitive form are issued in the limited circumstances set forth in the
accompanying prospectus under "Description of the Securities--Description of
Debt Securities--Global Securities" and in such an event, publication of such
appointment will be made as set forth herein under "Description of the
Notes--Notices." Pending such appointment, The Bank of New York (Luxembourg),
S.A., our Luxembourg listing agent, will act as intermediary in Luxembourg
between holders of Notes and us. The payment and transfer procedures of Notes
in definitive form will be published together with the name of the paying and
transfer agent.
S-69
The registration statement with respect to us and the Notes has been filed
with the Securities and Exchange Commission in Washington, D.C. under the
Securities Act of 1933, as amended. Additional information concerning us and
the Notes is contained in the registration statement and post-effective
amendments to such registration statement, including their various exhibits,
which may be inspected at the public reference facilities maintained by the
Securities and Exchange Commission at Room 1024, 450 Fifth Street N.W.,
Washington, D.C. 20549. The documents mentioned in this paragraph are available
at the office of the Luxembourg listing agent.
Copies of the registration statement, including amendments thereto referred
to under "Further Information" in the accompanying prospectus, will be
available for inspection at, and copies of our annual reports as well as our
audited non-consolidated annual and unaudited non-consolidated semi-annual
financial statements may be obtained from, the offices of The Bank of New York
(Luxembourg), S.A. in Luxembourg during normal business hours on any weekday
for so long as the Notes are listed on the Luxembourg Stock Exchange. In
addition, copies of the following documents will be available for inspection,
and may be obtained, at the offices of The Bank of New York (Luxembourg), S.A.
during normal business hours:
. the Korea Development Bank Act;
. our By-Laws;
. the resolutions of our Board of Directors;
. the Enforcement Decree of The Korea Development Bank Act;
. the decision of our Governor with respect to the offering of the Notes;
. the fiscal agency agreement;
. a specimen of the Notes; and
. the Underwriting Agreement.
Our By-Laws and a legal notice relating to the issuance of the Notes will
be deposited prior to listing with the Registre de Commerce et des Societes in
Luxembourg, and copies thereof may be obtained upon request at the offices of
The Bank of New York (Luxembourg), S.A.
The Notes have been accepted for clearance through Euroclear and
Clearstream, Luxembourg (Common Code: 017621858; ISIN: US500630BG24; CUSIP:
500630BG2).
S-70
PROSPECTUS
[LOGO] The Korea Development Bank
The Korea Development Bank
$6,621,000,000
Debt Securities
Warrants to Purchase Debt Securities
Guarantees
-----------------
We will provide the specific terms of these securities in supplements to
this prospectus. You should read this prospectus and any prospectus supplement
carefully before you invest.
-----------------
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
This prospectus is dated July 3, 2003
TABLE OF CONTENTS
Page
----
Certain Defined Terms and Conventions................................ 3
Use of Proceeds...................................................... 4
The Korea Development Bank........................................... 5
Overview......................................................... 5
Capitalization................................................... 6
Business......................................................... 7
Selected Financial Statement Data................................ 10
Operations....................................................... 14
Sources of Funds................................................. 22
Debt............................................................. 24
Overseas Operations.............................................. 24
Property......................................................... 25
Directors and Management; Employees.............................. 25
Financial Statements and the Auditors............................ 25
The Republic of Korea................................................ 72
Land and History................................................. 72
Government and Politics.......................................... 73
The Economy...................................................... 76
Gross Domestic Product and Major Financial Indicators............ 94
Balance of Payments and Foreign Trade............................ 104
The Financial System............................................. 109
Monetary Policy.................................................. 113
Government Finance............................................... 117
Debt............................................................. 119
Tables and Supplementary Information............................. 121
Description of the Securities........................................ 124
Description of Debt Securities................................... 124
Description of Warrants.......................................... 131
Terms Applicable to Debt Securities and Warrants................. 132
Description of Guarantees........................................ 133
Limitations on Issuance of Bearer Debt Securities and Bearer Warrants 134
Taxation............................................................. 135
Korean Taxation.................................................. 135
United States Tax Considerations................................. 136
Plan of Distribution................................................. 144
Legal Matters........................................................ 145
Authorized Representatives in the United States...................... 145
Official Statements and Documents.................................... 145
Experts.............................................................. 145
Forward-Looking Statements........................................... 145
Further Information.................................................. 146
2
CERTAIN DEFINED TERMS AND CONVENTIONS
All references to "Korea" or the "Republic" contained in this prospectus
mean The Republic of Korea. All references to the "Government" mean the
government of Korea. All references to the "Bank" mean The Korea Development
Bank.
Unless otherwise indicated, all references to "won", "Won" or "(Won)"
contained in this prospectus are to the currency of Korea, and references to
"U.S. dollars", "Dollars", "$" or "US$" are to the currency of the United
States of America.
All discrepancies in any table between totals and the sums of the amounts
listed are due to rounding.
Our principal financial statements are our non-consolidated financial
statements. Unless specified otherwise, our financial and other information is
presented on a non-consolidated basis and does not include such information
with respect to our subsidiaries.
3
USE OF PROCEEDS
Unless otherwise specified in the applicable prospectus supplement, we will
use the net proceeds from the sale of the securities for our general operations.
4
THE KOREA DEVELOPMENT BANK
Overview
We were established in 1954 as a government-owned financial institution
pursuant to The Korea Development Bank Act, as amended (the "KDB Act"). Since
our establishment, we have been the leading bank in the Republic with respect
to the provision of long-term financing for projects designed to assist the
nation's economic growth and development. The Government owns all of our
paid-in capital. Our registered office is located at 16-3 Youido-dong,
Youngdeungpo-gu, Seoul, The Republic of Korea.
Our primary purpose, as stated in the KDB Act, is to "furnish and
administer funds for the financing of major industrial projects in order to
expedite industrial development and expansion of the national economy." We make
loans available to major industries for equipment, capital investment and the
development of high technology. In addition to these equipment capital loans,
we make working capital loans to borrowers to whom we have extended equipment
capital loans, to enterprises the capital of which has been subscribed for, or
is owned by, the Government or us and to high technology companies as provided
by our By-Laws.
As of December 31, 2002, we had (Won)44,917.2 billion of loans outstanding,
total assets of (Won)78,782.3 billion and total equity of (Won)6,940.6 billion,
as compared to (Won)47,270.9 billion of loans outstanding, (Won)82,003.1
billion of total assets and (Won)6,933.4 billion of total equity as of December
31, 2001. For the year ended December 31, 2002, we recorded interest income of
(Won)3,311.5 billion, interest expense of (Won)3,179.0 billion and net income
of (Won)183.9 billion, as compared to (Won)4,583.0 billion of interest income,
(Won)4,359.8 billion of interest expense and (Won)109.0 billion of net income
for the year ended December 31, 2001. See "The Korea Development Bank--Selected
Financial Statement Data".
Pursuant to the KDB Act, the Government must hold all of our paid-in
capital. In addition to contributions to our capital, the Government provides
direct financial support for our financing activities. The Government's
determination each fiscal year regarding the amount of financial support to
extend to us, in the form of loans, guarantees or contributions to capital,
plays an important role in determining our lending capacity. The Government,
acting through the President of the Republic, has the power to appoint or
dismiss our Governor, Chairman of the Board of Directors and Auditor. Pursuant
to the KDB Act, the Minister of Finance and Economy has supervisory power over
our general business and managerial matters while the Financial Supervisory
Commission has supervisory authority over capital adequacy and managerial
soundness matters.
The Government supports our operations pursuant to Article 44 of the KDB
Act. Article 44 provides that "the annual net losses of the Korea Development
Bank shall be offset each year by the reserve, and if the reserve be
insufficient, the deficit shall be replenished by the Government." As a result
of the KDB Act, the Government is generally responsible for our operations and
is legally obligated to replenish any deficit that arises if our reserve,
consisting of our surplus and capital surplus items, is insufficient to cover
our annual net losses. In light of the above, if we had insufficient funds to
make any payment under any of our obligations, including the debt securities
and guarantees covered by this prospectus, the Government would take
appropriate steps, such as by making a capital contribution, by allocating
funds or by taking other action, to enable us to make such payment when due.
The provisions of Article 44 do not, however, constitute a direct guarantee by
the Government of our obligations under the debt securities or the guarantees,
and the provisions of the KDB Act, including Article 44, may be amended at any
time by action of the National Assembly.
5
In January 1998, the Government amended the KDB Act to:
. subordinate our borrowings from the Government to other indebtedness
incurred in our operations;
. allow the Government to offset any deficit that arises if our reserve
fails to cover our annual net losses by transferring Government-owned
property, including securities held by the Government, to us; and
. allow direct injections of capital by the Government without prior
National Assembly approval.
The Government amended the KDB Act in May 1999 and the Enforcement Decree
of the KDB Act, as amended (the "KDB Decree"), in March 2000, to allow the
Financial Supervisory Commission to supervise and regulate us in terms of
capital adequacy and managerial soundness.
In March 2002, the Government amended the KDB Act to enable us, among other
things, to:
. obtain low-cost funds from The Bank of Korea and from the issuance of
debt securities other than Industrial Finance Bonds, which funds may be
used for increased levels of lending to small and medium size enterprises;
. broaden the scope of borrowers to which we may extend working capital
loans to include companies in the manufacturing industry, enterprises
which are "closely related" to enhancing the corporate competitiveness of
the manufacturing industry and leading-edge high-tech companies; and
. extend credits to mergers and acquisitions projects intended to
facilitate corporate restructuring efforts.
The Minister of Finance and Economy of the Republic has, on behalf of the
Republic, signed the registration statement of which this prospectus forms a
part.
Capitalization
As of December 31, 2002, our authorized capital was (Won)10,000 billion and
capitalization was as follows:
December 31,
2002(1)
-----------------
(billions of won)
Long-term debt(2)(3):
Won currency borrowings....... 3,902.9
Industrial finance bonds...... 19,771.8
Foreign currency borrowings... 10,630.2
--------
Total long-term debt...... 34,304.9
--------
Capital:
Paid-in capital............... 7,161.9
Capital surplus............... 44.4
Retained earnings............. 294.1
Capital adjustments........... (559.8)
--------
Total capital............. 6,940.6
--------
Total capitalization.............. 41,245.5
========
6
- --------
(1) Since December 31, 2002 to the date of this prospectus, there has been no
material change in our capitalization.
(2) We have translated borrowings in foreign currencies into Won at the rate of
(Won)1,200.4 to US$1.00, which was the market average exchange rate, as
announced by the Seoul Money Brokerage Services Ltd., on December 31, 2002.
(3) As of December 31, 2002, we had contingent liabilities totaling
(Won)5,540.0 billion under outstanding guarantees issued on behalf of our
clients. For further information relating to our contingent liabilities
under outstanding guarantees as of December 31, 2002, see "Notes to
Non-Consolidated Financial Statements of December 31, 2001 and 2002--Notes
12 and 13".
Business
Purpose and Authority
Since our establishment, we have been the leading bank in the Republic in
providing long-term financing for projects designed to assist the nation's
economic growth and development.
Under the KDB Act, the KDB Decree and our By-Laws, our primary purpose is
to "furnish and administer funds for the financing of major industrial projects
in order to expedite industrial development and expansion of the national
economy." Since we serve the public policy objectives of the Government, we do
not seek to maximize profits. We do, however, strive to maintain a level of
profitability to strengthen our equity base and support growth in the volume of
our business.
Under the KDB Act, we may:
. provide equipment capital loans with maturities of more than one year to
major industries;
. provide working capital loans to high technology industries as well as
our existing borrowers of equipment capital loans;
. issue guarantees for the benefit of projects that we have the authority
to finance;
. make equity investments in Korean corporations engaged in activities that
we have the authority to finance or that are designated by the Government;
. subscribe to, underwrite, invest in or guarantee corporate debentures,
including debentures issued by non-corporate special juridical persons
established by special laws of the Republic, issued to finance major
industrial projects or debt securities or debentures issued by public
institutions;
. engage in debt securities dealing activities in the secondary market;
. accept some types of time and savings deposits from the general public;
. accept demand deposits from existing corporate customers, central and
local governments and entities designated by Presidential decree;
. underwrite or invest in stocks of Government-owned corporations carrying
out major industrial projects;
. execute foreign exchange transactions, including currency and interest
swap transactions;
7
. provide planning, management, research and other support services at the
request of the Government, public bodies, financial institutions or
enterprises; and
. carry out other businesses incidental to the foregoing.
Government Support and Supervision
The Government owns all of our paid-in capital, as required by the KDB Act.
On February 20, 2000, the Government contributed (Won)100 billion in cash to
our capital. On December 29, 2000, we reduced our paid-in capital by (Won)959.8
billion to offset our expected net loss for the year. To compensate for the
resulting deficit under the KDB Act, on June 20, 2001, the Government
contributed (Won)3 trillion in the form of shares of common stock of the Korea
Electric Power Corporation ("KEPCO") to our capital. On December 29, 2001, the
Government contributed (Won)50 billion in cash to our capital. Taking into
account these capital contributions and reduction, as of December 31, 2001, our
total paid-in capital was (Won)7,161.9 billion, compared to (Won)4,111.9
billion as of December 31, 2000. See "The Korea Development Bank--Financial
Statements and the Auditors--Notes to Non-Consolidated Financial Statements of
December 31, 2001 and 2002--Note 15".
In addition to capital contributions, the Government directly supports our
financing activities by:
. lending us funds to on-lend;
. allowing us to administer Government loans made from a range of special
Government funds;
. allowing us to administer some of The Bank of Korea's surplus foreign
exchange holdings; and
. allowing us to receive credit from The Bank of Korea.
The extent of the Government's yearly financial support, in the form of
loans, guarantees or contributions to capital, helps determine our lending
capacity.
The Government also supports our operations pursuant to Articles 43 and 44
of the KDB Act. Article 43 provides that "the annual net profit of the Korea
Development Bank, after adequate allowances are made for depreciation in
assets, shall be totally transferred to reserve" and that accumulated amounts
in reserve may be capitalized in accordance with the provisions of the KDB
Decree. Article 44 provides that "the net losses of the Korea Development Bank
shall be offset each fiscal year by the reserve, and if the reserve be
insufficient, the deficit shall be replenished by the Government".
As a result of the KDB Act, the Government is generally responsible for our
operations and is legally obligated to replenish any deficit that arises if our
reserve, consisting of our surplus and capital surplus items, is insufficient
to cover our annual net losses. In light of the above, if we had insufficient
funds to make any payment under any of our obligations, including the debt
securities and the guarantees covered by this prospectus, the Government would
take appropriate steps, such as by making a capital contribution, by allocating
funds or by taking other action, to enable us to make such payment when due.
The provisions of Article 44 do not, however, constitute a direct guarantee by
the Government of our obligations under the debt securities or the guarantees,
and the provisions of the KDB Act, including Article 44, may be amended at any
time by action of the National Assembly.
The Government closely supervises our operations in the following ways:
. the President of the Republic appoints our Governor and Chairman of the
Board of Directors upon the recommendation of the Minister of Finance and
Economy;
8
. the Minister of Finance and Economy appoints our Deputy Governor and
Executive Directors upon the recommendation of our Governor;
. one month prior to the beginning of each fiscal year, we must submit our
proposed program of operations for the fiscal year to the Minister of
Finance and Economy;
. the Minister of Finance and Economy must approve our operating manual,
which sets out guidelines for all principal operating matters, including
the range of permitted financings;
. the Board of Audit and Inspection, a Government department, examines our
settlement of accounts annually;
. the Minister of Finance and Economy and the Financial Supervisory
Commission together have broad authority to require reports from us on
any matter and to examine our books, records and other documents. On the
basis of the reports and examinations, the Minister of Finance and
Economy may issue any orders deemed necessary to enforce the KDB Act or
delegate examinations to the Financial Supervisory Commission;
. the Financial Supervisory Commission may supervise our operations to
ensure managerial soundness based upon the KDB Decree and the Bank
Supervisory Regulations of the Financial Supervisory Commission and may
issue orders deemed necessary for such supervision;
. the National Assembly receives our annual report within four months after
the end of each fiscal year outlining our operations and analyzing our
activities; and
. we may amend our By-Laws only with the approval of the Minister of
Finance and Economy.
In addition, the conditions of the IMF aid package stated that domestic
banks in the Republic, including us, should undergo external audits from
internationally recognized accounting firms. Accordingly, we have had our
annual financial statements for years commencing 1998 audited by an external
auditor. See "The Korea Development Bank--Financial Statements and the
Auditors" and "Experts".
Pursuant to our most recently approved program of operations, we expect to
support the reform and restructuring of the Republic's economic and industrial
structure, including financing of promising small and medium sized enterprises,
providing export finance and encouraging investments in infrastructure
necessary to promote consumer demand and industrial reorganization.
We intend to provide guarantees in connection with the restructuring and
privatization of KEPCO pursuant to the Government's plan for the restructuring
of the electricity industry in Korea. See "The Korea Development
Bank--Operations--Guarantee Operations".
9
Selected Financial Statement Data
Results of Operations
You should read the following financial statement data together with the
financial statements and notes included in this prospectus:
Year Ended December 31,
-----------------------------------------------
1998 1999 2000 2001 2002
-------- -------- -------- -------- --------
(billions of won)
Income Statement Data
Total Interest Income.. 6,472.9 5,070.5 5,458.0 4,583.0 3,311.5
Total Interest Expenses 6,240.3 5,190.0 5,356.8 4,359.8 3,179.0
Net Interest Income.... 232.6 (119.5) 101.2 223.1 132.5
Operating Revenues..... 8,707.3 7,573.3 9,869.5 9,758.4 8,006.6
Operating Expenses..... 13,545.3 8,218.5 9,516.7 9,083.5 8,551.6
Net Income (Loss)...... (4,889.4) 211.7 (1,398.4) 109.0 183.9
Balance Sheet Data
Total Loans............ 45,098.7 43,293.4 49,992.4 47,270.9 44,917.2
Total Borrowings(1).... 71,373.1 65,481.8 70,446.6 68,391.0 66,804.4
Total Assets........... 90,412.3 75,663.5 81,309.1 82,003.1 78,782.3
Total Liabilities...... 86,100.1 69,424.3 77,510.9 75,069.6 71,841.7
Total Equity........... 4,312.2 6,239.2 3,798.2 6,933.4 6,940.6
- --------
(1) Total Borrowings include deposits, call money, borrowings and industrial
finance bonds.
2000
We had net loss of (Won)1,398.4 billion in 2000 compared to net income of
(Won)211.7 billion in 1999 principally due to deteriorating economic conditions
in the Republic in 2000 and the consequent expansion of our public policy role.
Principal factors for the net loss in 2000 included:
. a loss of (Won)739 billion from our exposure to former Daewoo group
affiliates, including Daewoo Motor (presently known as GM-Daewoo Auto and
Technology, "GMDAT");
. a loss of (Won)329 billion from the sale of our stake in Korea Heavy
Industries, which was privatized; and
. (Won)138 billion in evaluation losses recorded by four corporate
restructuring funds that we established in September 1998.
Overall statutory income tax applicable to us is 30.8%. We paid virtually
no income tax in 1999 and 2000 because we carried forward net operating losses
from 1998 to offset net income. Net losses can be carried forward for a maximum
of five years under the Corporate Income Tax Law of the Republic.
2001
We had net income of (Won)109.0 billion in 2001 compared to net loss of
(Won)1,398.4 billion in 2000 principally due to improving economic conditions
in the Republic in 2001.
10
Principal factors for the net income in 2001 included:
. gains of (Won)563 billion primarily due to valuation gains on KEPCO
stock, gains on sales of equity interests in Professional Korea Chemical
Co., Ltd. and gains realized upon conversion of convertible bonds of
Daewoo Securities;
. fees and commissions of (Won)311 billion due to increased bond
underwriting and project financing activities; and
. net interest income of (Won)223 billion primarily due to decreased
interest expense on borrowings and bond payables.
The above factors were partially offset by net loss on disposition of loans
of (Won)1,074 billion, primarily due to dispositions of loans that had been
made to Daewoo Motor.
The overall statutory income tax rate applicable to us is 30.8%. We paid
virtually no income tax in 2001 because we carried forward net operating losses
from 1998 to offset net income. Net losses can be carried forward for a maximum
of five years under the Corporate Income Tax Law of the Republic.
2002
We had net income of (Won)183.9 billion in 2002 compared to net income of
(Won)109.0 billion in 2001 principally due to the continued growth of the
Korean economy in 2002.
Principal factors for the net income in 2002 included:
. gains on equity method investees of (Won)985.3 billion primarily due to
gains from investments in KEPCO and Daewoo Shipbuilding & Marine
Engineering;
. fees and commissions of (Won)273.3 billion primarily due to increased
bond underwriting and project financing activities; and
. net interest income of (Won)132.5 billion primarily due to decreased
interest expenses on borrowings and bond payables.
The above factors were partially offset by new loan loss reserves of
(Won)551.7 billion and net loss on foreign currency transactions of (Won)128.2
billion.
The overall statutory income tax rate applicable to us is 29.7%. We paid
virtually no income tax in 2002 because we carried forward net operating losses
from 1998 to offset net income. Net losses can be carried forward for a maximum
of five years under the Corporate Income Tax Law of the Republic.
Provisions for Possible Loan Losses and Loans in Arrears
We establish provisions for possible losses from problem loans, including
guarantees and other extensions of credit, based on the length of the
delinquent periods and the nature of the loans, including guarantees and other
extensions of credit. As of December 31, 2002, we established provisions of
(Won)1,090.0 billion for possible loan losses and bad debt securities, 40.6%
lower than the provisions as of December 31, 2001, and (Won)68.2 billion for
doubtful accounts relating to foreign exchange, guarantees and other assets,
representing a 70.5% decrease from 2001.
11
Certain of our customers have restructured loans with their creditor banks.
As of December 31, 2002, we have provided loans of (Won)1,503.6 billion for
companies under workout, reorganization, composition and other restructuring
procedures. In addition, as of such date, we held equity securities of such
companies in the amount of (Won)121.9 billion following debt-equity swaps. As
of December 31, 2002, we had established provisions of (Won)278.7 billion for
possible loan losses and (Won)32.7 billion for present value discount with
regard to the above loans. We cannot assure you that actual results of the
credit loss from the loans to these customers will not exceed the provisions
reserved.
Financial Supervisory Commission guidelines classify loans into five
categories; provisions are made in accordance with ratios applicable to each
category. Effective December 31, 1999, the Financial Supervisory Commission
adopted more stringent definitions for the relevant loan categories which more
closely follow international standards. Under the revised definitions, loans
are categorized as follows:
Normal...................... Credits extended to customers which, in
consideration of their business and operations,
financial conditions and future cash flows, do
not raise concerns regarding their ability to
repay the credits. 0.5% or more reserves required.
Special attention........... Credits extended to customers (1) which, in
consideration of their business and operations,
financial conditions and future cash flows, are
judged to have potential risks with respect to
their ability to repay the credits in the future,
although there have not occurred any immediate
risks of default in repayment; or (2) which are
in arrears for one month or more but less than
three months. 2.0% or more reserves required.
Substandard................. (1) Credits extended to customers, which in
consideration of their business and operations,
financial conditions and future cash flows, are
judged to have incurred considerable risks for
default in repayment as the customers' ability to
repay has deteriorated; or (2) that portion which
is expected to be collected of total credits (a)
extended to customers which have been in arrears
for three months or more, (b) extended to
customers which are judged to have incurred
serious risks due to the occurrence of final
refusal to pay their promissory notes,
liquidation or bankruptcy proceedings, or closure
of their businesses or (c) of "Doubtful
Customers" or "Estimated-loss Customers" (each as
defined below). 20% or more reserves required.
Doubtful.................... That portion of credits in excess of the amount
expected to be collected of total credits
extended to (1) customers ("Doubtful Customers")
which, in consideration of their business and
operations, financial conditions and future cash
flows, are judged to have incurred serious risks
of default in repayment due to noticeable
deterioration in their ability to repay; or (2)
customers which have been in arrears for three
months or more but less than twelve months. 50%
or more reserves required.
12
Loss........................ That portion of credits in excess of the amount
expected to be collected of total credits
extended to (1) customers ("Estimated-loss
Customers"), which, in consideration of their
business and operations, financial conditions and
future cash flows, are judged to have to be
accounted as a loss as the inability to repay
became certain due to serious deterioration in
their ability
to repay; (2) customers which have been in
arrears for twelve months or more; or (3)
customers which are judged to have incurred
serious risks of default in repayment due to the
occurrence of final refusal to pay their
promissory notes, liquidation or bankruptcy
proceedings, or closure of their businesses. 100%
reserves required.
The following table provides information on our loan loss provisions.
As of As of
December 31, 2000(1) December 31, 2001(1)
--------------------------------------- ---------------------------------------
Minimum Loan Minimum Loan
Loan Provisioning Loss Loan Provisioning Loss
Amount Ratio Provisions Amount Ratio Provisions
------------- ------------ ------------ ------------- ------------ ------------
(in billions of Won, except percentage)
Normal........... (Won)55,364.7 0.5% (Won)1,184.0 (Won)52,423.7 0.5% (Won) 245.6
Special attention 2,881.1 2.0% 96.9 4,635.7 2.0% 451.9
Sub-Standard..... 2,696.9 20.0% 559.0 1,709.5 20.0% 647.1
Doubtful......... 2,181.6 50.0% 1,440.8 445.4 50.0% 273.0
Loss............. 267.0 100.0% 342.6 490.0 100.0% 490.0
Total............ (Won)63,391.3 (Won)2,623.2 (Won)59,704.3 (Won)2,107.6
============= ===== ============ ============= ===== ============
As of
December 31, 2002(1)
-------------------------------------
Minimum
Loan Provisioning Loan Loss
Amount Ratio Provisions
------------- ------------ ----------
Normal........... (Won)47,268.5 0.5% (Won)236.3
Special attention 3,964.0 2.0% 79.3
Sub-Standard..... 729.0 20.0% 145.8
Doubtful......... 205.3 50.0% 102.7
Loss............. 59.7 100.0% 59.7
Total............ (Won)52,226.5 (Won)623.8
============= ===== ==========
- --------
(1) These figures include loans, guarantees, domestic usance, bills of exchange
bought, local letters of credit negotiation and loan-type suspense accounts
pursuant to the applicable guidelines.
As of December 31, 2002, our delinquent loans totaled (Won)1,153.2 billion,
representing 2.0% of our outstanding loans and guarantees as of such date. As
of December 31, 2001, our delinquent loans totaled (Won)1,976 billion,
representing 3.3% of our outstanding loans and guarantees as of such date. On
December 31, 2002, our legal reserve was (Won)294.1 billion, representing 0.5%
of our outstanding loans and guarantees as of such date.
Loans to Financially Troubled Companies
We have significant credit exposure to a number of financially troubled
Korean companies including several former Hyundai Group affiliates. As of
December 31, 2002, our credit extended to these companies totaled (Won)1,861.9
billion, accounting for 2.4% of our total assets as of such date.
As of December 31, 2002, our total exposure to several former Hyundai Group
affiliates decreased by (Won)1,934.0 billion to (Won)1,280.0 billion compared
to December 31, 2001 primarily due to debt-equity swaps and repayment of
certain loans. Our exposure to several former Hyundai Group affiliates includes
(Won)298.5 billion to Hyundai Engineering & Construction, (Won)373.3 billion to
Hyundai Merchant Marine, and (Won)412.1 billion to Hynix Semiconductor.
As of December 31, 2002, we had no remaining exposure to Daewoo Motor
compared to our (Won)678.2 billion exposure to Daewoo Motor as of December 31,
2001. Such amounts outstanding as of December 31, 2001 were primarily written
off and converted through debt-equity swaps into shares of
13
a joint venture company between GM and Daewoo Motor, GMDAT, in 2002. For a
description of new loans that we have agreed to extend to GMDAT, see "The
Republic of Korea--The Economy--Economic Developments Since 1997--Financial
Condition of Korean Companies".
As of December 31, 2002, we had established provisions of (Won)183.5
billion for several former Hyundai Group affiliates (including W113.1 billion
for the exposure to Hynix Semiconductor Inc., (Won)40.7 billion for the
exposure to Hyundai Merchant Marine and (Won)13.1 billion for the exposure to
Hyundai Engineering & Construction).
We dispose of non-performing loans by selling them to KAMCO. The prices we
receive for these loans vary depending on whether the loans are secured by
collateral. In 2002, we sold (Won)108.8 billion of non-performing loans to
KAMCO for (Won)44.3 billion.
In addition to our loans in Korea, as of December 31, 2002, we had loans
totaling approximately US$35.5 million to Indonesian entities. We have
classified US$1.9 million of these amounts as non-performing loans and have
made provision for potential losses relating to them since 1998. We also had
investments in securities of such entities totaling US$7.9 million as of
December 31, 2002.
As of December 31, 2002, we had credit exposure totaling approximately
US$135 million to Russia, which is guaranteed by the Government, after writing
off US$15 million of non-guaranteed exposure in June 2002. We classified the
remaining US$135 million as a normal loan and have not made any provision for
that credit exposure.
Operations
Loan Operations
We mainly provide equipment capital loans and working capital loans to
private Korean enterprises that undertake major industrial projects. The loans
generally cover over 50%, and in some cases as much as 100%, of the total
project cost. Equipment capital loans include loans to major industries for
development of high technology and for acquisition, improvement or repair of
machinery and equipment. All loans for equipment must be for more than one
year. We may extend working capital loans to entities to whom we made equipment
capital loans or provided guarantees, to enterprises partly or wholly owned by
the Government or by us and to small- and medium-sized companies engaged in the
high technology business.
We disburse loan proceeds in installments to ensure that the borrower uses
the loan for its intended purpose. The KDB Act requires monitoring of the
projects or enterprises to which we extend loans or in which we invest and
authorizes us to assign our own personnel to a borrower in need of management
assistance.
Before approving a loan, we consider:
. the economic benefits of the project to the Republic;
. the extent to which the project serves priorities established by the
Government's industrial policy;
. the project's operational feasibility;
. the loan's and the project's profitability; and
14
. the quality of the borrower's management.
We generally charge interest of up to 6.5% over our prime rate, although we
provide a discount between 0.3% and 0.8% to credit-constrained small- and
medium-sized companies. We adjust the prime rate monthly. The spread depends on
the purpose of the loan, maturity date and the borrower's credit ratings.
Certain loans bear interest at below market rates. Equipment capital loans
generally have original maturities of five to ten years, although we
occasionally make equipment capital loans with longer maturities. Working
capital loans usually mature within two years.
We generally obtain collateral valued in excess of the original loan from
large companies and up to the value of the loan from small- and medium-sized
companies. Depending on the type of borrower and loan, the collateral may be
equipment purchased with the loan proceeds, industrial plants, real estate and
marketable securities. We appraise the value of our collateral at least once a
year.
The following table sets out, by currency and category of loan, our total
outstanding loans:
Loans(1)
December 31,
--------------------------
2000 2001 2002
-------- -------- --------
(billions of won)
Equipment Capital Loans:
Domestic Currency.... 14,306.0 10,611.9 9,967.1
Foreign Currency(2).. 16,482.2 15,324.3 13,651.4
-------- -------- --------
30,788.2 25,936.2 23,618.5
Working Capital Loans:
Domestic Currency.... 10,328.7 6,844.7 4,422.2
Foreign Currency(2).. 2,999.9 2,910.1 2,467.1
-------- -------- --------
13,328.6 9,754.8 6,889.3
-------- -------- --------
Total Loans...... 44,116.8 35,691.0 30,507.8
======== ======== ========
- --------
(1) Includes loans extended to affiliates.
(2) Includes loans disbursed and repayable in Won, the amounts of which are
based upon an equivalent amount of foreign currency. This type of loan
totaled (Won)6,548.0 billion as of December 31, 2001 and (Won)5,476.3
billion as of December 31, 2002. See "The Korea Development
Bank--Operations--Loan Operations--Loans by Categories--Local Currency
Loans Denominated in Foreign Currencies".
As of December 31, 2002, we had (Won)30,507.8 billion in outstanding loans,
a 14.5% decrease from December 31, 2001. The decrease reflected lower demand
for facility loans and the repayment of outstanding loans.
15
Maturities of Outstanding Loans
The following table categorizes our outstanding loans by their remaining
maturities:
Outstanding Loans by Remaining Maturities(1)
December 31, As % of
------------------------------------- December 31,
2000 2001 2002 2002 Total
-------- -------- -------- ------------
(billions of won, except percentages)
Loans with Remaining Maturities of Less Than One
Year.......................................... 13,331.0 10,030.2 7,986.6 26.2
Loans with Remaining Maturities of One Year or
More.......................................... 30,785.8 25,660.8 22,521.2 73.8
-------- -------- -------- -----
Total....................................... 44,116.8 35,691.0 30,507.8 100.0
======== ======== ======== =====
- --------
(1) Includes loans extended to affiliates.
Loans by Industrial Sector
The following table sets out the total amount of our outstanding loans,
categorized by industry sector:
Outstanding Loans by Industry Sector(1)
December 31, As % of
----------------------------------- December 31,
2000 2001 2002 2002 Total
-------- -------- -------- ------------
(billions of won, except percentages)
Manufacturing...................................... 18,225.5 15,694.3 13,662.0 44.8
Transportation and Communication................... 3,826.8 3,971.1 3,425.7 11.2
Electric, Gas and Water Supply Industry............ 6,315.4 4,017.8 3,149.4 10.3
Banking and Insurance.............................. 11,013.8 5,417.8 4,163.7 13.7
Public Administration and National Defense......... 411.8 4,176.7 3,734.7 12.2
Others............................................. 4,323.5 2,413.3 2,372.3 7.8
-------- -------- -------- -----
Total.......................................... 44,116.8 35,691.0 30,507.8 100.0
======== ======== ======== =====
Percentage increase (decrease) from previous period 5.8% (19.1)% (14.5)%
- --------
(1) Includes loans extended to affiliates.
The manufacturing sector accounted for 44.8% of our outstanding loans as of
December 31, 2002. Loans related to the manufacture of metal products,
machinery and equipment accounted for 11.5% of our total outstanding loans, and
loans related to the manufacture of chemical, petroleum, coal, rubber and
plastic products for 10.0%.
The Small and Medium Industry Promotion Corporation was our single largest
borrower as of December 31, 2002, accounting for 11.0% of our outstanding
loans. As of December 31, 2002, our five largest borrowers accounted for 23.6%
of outstanding loans and our 20 largest borrowers for 38.0%. The following
table breaks down outstanding loans to our 20 largest borrowers as of December
31, 2002 by industry sector:
16
20 Largest Borrower by Industry Sector
As % of
December 31,
2002 Total
Outstanding
Loans
------------
Financing, Insurance and Business Services 53.5%
Manufacturing............................. 16.1%
Construction.............................. 11.2%
Transportation and Communication.......... 8.5%
Electricity and Waterworks................ 10.7%
Pursuant to the KDB Decree, we may not extend credits in excess of 20% of
our total capital to a single borrower and in excess of 25% of our total
capital to a single borrower and certain affiliates, with certain statutory
exceptions including debt restructurings pursuant to the Republic's insolvency
laws or other public policy reasons. The KDB Decree requires that any credits
in excess of the foregoing limits at the time of the amendment shall be reduced
below the limits by December 31, 2004. In addition the KDB Decree requires us
to reduce the aggregate of large credits, defined as those in excess of 10% of
our total capital, to 500% of our total capital by December 31, 2000. We are
currently in compliance with these requirements.
A number of our borrowers have encountered financial difficulties during
the recent economic crisis. See "The Korea Development Bank--Selected Financial
Statement Data--Loans to Financially Troubled Companies".
The following table categorizes the new loans made by us by industry sector:
New Loans by Industry Sector
December 31 As % of
-------------------------- December 31,
2000 2001 2002 2002 Total
------- ------- ------- ------------
(billions of won, except percentages)
Manufacturing...................................... 5,908.8 4,879.1 4,121.9 54.7
Transportation and Communication................... 1,693.8 900.4 1,338.4 17.7
Electricity and Waterworks......................... 995.9 2,160.8 776.2 10.3
Financing, Insurance and Business Services......... 634.8 173.0 764.8 10.1
Others............................................. 764.4 647.3 543.1 7.2
------- ------- ------- -----
Total.......................................... 9,997.7 8,760.6 7,544.4 100.0
======= ======= ======= =====
Percentage increase (decrease) from previous period 12.6% (12.4)% (13.9)%
Loans by Categories
In addition to dividing our loans into equipment capital and working
capital loans, we classify loans into several groupings, the most important
being:
. industrial fund loans;
. foreign currency loans;
. local currency loans denominated in foreign currencies;
17
. offshore loans in foreign countries; and
. government fund loans.
See "The Korea Development Bank--Financial Statements and the
Auditors--Notes to Non-Consolidated Financial Statements of December 31, 2001
and 2002--Note 5" for more information on the types of credit extended by us
and the amounts of each type outstanding as of December 31, 2002.
The following table sets out loans by categories as of December 31, 2002:
Equipment Working
Capital Loans(1) Capital Loans(1)
------------------ ------------------
December 31, December 31,
2002 % 2002 %
------------ ----- ------------ -----
(billions of won, except percentages)
Industrial Fund Loans................................. 7,060.7 29.9 2,954.6 42.9
Foreign Currency Loans................................ 2,423.2 10.3 981.3 14.2
Local Currency Loans Denominated in Foreign Currencies 4,597.9 19.5 878.4 12.8
Offshore Loans in Foreign Currencies.................. 1,291.5 5.5 -- --
Government Fund Loans................................. 924.4 3.9 551.7 8.0
ADB and IBRD Loans.................................... 5,324.4 22.5 -- --
Others................................................ 1,996.4 8.4 1,523.3 22.1
-------- ----- ------- -----
Total............................................. 23,618.5 100.0 6,889.3 100.0
======== ===== ======= =====
- --------
(1) Includes loans extended to affiliates.
As of December 31, 2002, we had also extended loans to affiliates totaling
(Won)1,683.2 billion.
Industrial Fund Loans. Industrial fund loans are equipment capital and
working capital loans denominated in Won to borrowers in major industries to
finance equipment and facilities.
We currently make equipment capital industrial fund loans at floating rates
for terms of up to 20 years and for up to 100% of the equipment cost being
financed. We make working capital industrial fund loans at floating rates and
in amounts constituting up to 40% of the borrower's estimated annual sales.
Foreign Currency Loans. We extend loans denominated in U.S. dollars,
Japanese yen or other foreign currencies principally to finance the purchase of
industrial equipment from abroad or the implementation of overseas industrial
development projects by Korean companies. We make these loans at floating
interest rates with original maturities, in the case of equipment capital
foreign currency loans, of up to 20 years and, in the case of working capital
foreign currency loans, of up to two years.
Local Currency Loans Denominated in Foreign Currencies. We make local
currency loans denominated in foreign currencies for the same purposes, and to
the same borrowers, as foreign currency loans. Although we denominate the loans
in foreign currency, the borrower receives and repays the loans in Won based on
foreign exchange rates at the time of receipt and repayment. We currently make
loans of this type at floating interest rates, with original maturities, in the
case of equipment capital loans, of up to 20 years and, in the case of working
capital loans, of up to two years.
18
Offshore Loans in Foreign Currencies. We extend offshore loans in foreign
currencies to finance:
. the purchase of industrial equipment and the implementation of overseas
industrial projects by overseas subsidiaries and branches of Korean
companies; and
. the overseas industrial development projects of foreign government
entities, international organizations and foreign companies.
We make these loans at floating interest rates with original maturities, in
the form of equipment capital foreign currency loans, of up to 20 years.
Government Fund Loans. We make government fund loans primarily to finance:
. water supply and drainage facilities;
. the Seoul and Pusan subway systems;
. small tourist facilities;
. rural and coastal electricity facilities;
. hospitals; and
. other facilities.
Government fund loans require approval by the appropriate Government
ministry. We currently make government fund loans in Won at fixed interest
rates with original maturities, in the case of equipment capital loans, of
seven to 35 years and, in the case of working capital loans, of up to three
years.
Other Loans. We also make special purpose fund loans for particular
industries or projects using funds lent to us by the Government and foreign
financial institutions. The Government funds that finance these loans include,
among others:
. the Petroleum Business Fund (energy conservation projects and alternate
fuel development projects);
. the Tourism Promotion Fund (hotel and resort projects); and
. the Special Industry Supporting Fund (defense projects).
We also make special purpose fund loans from money received from the World
Bank, the ADB, other multinational agencies and foreign financial institutions.
For further information relating to such loans, see "The Korea Development
Bank--Sources of Funds" and "The Korea Development Bank--Financial Statements
and the Auditors--Notes to Non-Consolidated Financial Statements of
December 31, 2001 and 2002--Note 5".
Guarantee Operations
We extend guarantees to our clients to facilitate their other borrowings
and to finance major industrial projects. We guarantee Won-denominated
corporate debentures, local currency loans, and other Won liabilities and
foreign currency loans from domestic and overseas Korean financial institutions
and from foreign institutions. The KDB Act and our By-Laws limit the aggregate
amount
19
of our industrial finance bond obligations and guarantee obligations. See "The
Korea Development Bank--Sources of Funds".
We generally obtain collateral valued in excess of the original guarantee.
We appraise the value of our collateral at least once a year. Depending on the
borrower, the collateral may be industrial plants, real estate and marketable
securities.
The following table shows our outstanding guarantees:
Guarantees Outstanding
December 31,
------------------------
2000 2001 2002
-------- ------- -------
(billions of won)
Acceptances...................... 4,582.2 4,443.9 1,135.8
Guarantees on local borrowing.... 1,783.0 1,285.1 930.6
Guarantees on foreign borrowing.. 3,641.9 4,109.3 3,435.8
Letter of guarantee for importers 56.7 34.3 37.8
-------- ------- -------
Total........................ 10,063.8 9,872.6 5,540.0
======== ======= =======
On November 13, 2003, we entered into a guarantee agreement with KEPCO with
respect to certain of KEPCO's debt securities in connection with KEPCO's
restructuring and privatization. Pursuant to the guarantee agreement, we issued
in February 2003 our guarantee to holders of KEPCO's Yankee and Global debt
securities with final maturites ranging from 2003 to 2096 (although our
guarantee obligations only run through 2016) in an aggregate principal amount
of approximately (Won)3.3 trillion, based on exchange rates prevailing on the
guarantee issuance date, February 25, 2003, and we issued in April 2003 our
guarantee to holders of KEPCO's Eurobonds with final maturities ranging from
2004 to 2007 in an aggregate principal amount of approximately (Won)0.9
trillion, based on exchange rates prevailing on the guarantee issuance date,
April 29, 2003. The guarantees described above constitute full, irrevocable and
unconditional guarantees, on an unsecured and unsubordinated basis, in respect
of the principal, interest and other payments due with respect to those debt
obligations. KEPCO paid and will continue to pay us an annual guarantee fee of
0.05% of (i) the aggregate outstanding principal amount of all issues of debt
securities that will be covered by the benefit of our guarantee and (ii) the
sum of all interest payments due on such debt securities from the date of
calculation until the earlier of their maturity or their stated redemption date.
With respect to certain debt obligations of KEPCO and its generation
subsidiaries that are not covered by the guarantee above with final maturities
ranging from 2003 to 2006 in an aggregate amount of up to approximately
(Won)3.2 trillion based on exchange rates prevailing on December 31, 2002, we
may also in the future guarantee the principal, interest and other payments due
in respect of such debt obligations. Our issuance of the guarantees will be
subject to a number of conditions, including Korean court approvals required
for meetings of the bondholders of KEPCO and its generation subsidiaries, our
internal approvals and/or our agreement with KEPCO on the scope and terms of
the guarantees.
We currently own approximately 21.57% of the outstanding shares of common
stock of KEPCO, and the Government, which owns all of our paid-in capital, owns
an additional 32.35% of such shares.
20
Investments
We invest in a range of Korean private and Government-owned enterprises but
we will not take a controlling interest in a company unless the Government
specifically instructs us to do so. Although generally a long-term investor, we
sell investments from time to time. In recent years, sales resulted principally
from the Government's privatization program, and we expect to continue such
sales in the future. Our equity investments increased to (Won)13.946.8 billion
as of December 31, 2002 from (Won)12,782.7 billion as of December 31, 2001,
principally as a result of valuation gains on capital stock of KEPCO and Daewoo
Shipbuilding & Marine Engineering.
To support the Government's policy of helping credit-constrained small- and
medium-sized companies, we allocated (Won)200 billion and (Won)190 billion for
year 2001 and 2002, respectively, for investment in promising small- and
medium-sized companies and invested (Won)78.8 billion and (Won)154.5 billion in
93 and 124 companies in 2001 and 2002, respectively.
The KDB Act and our By-Laws provide that the cost basis of our total equity
investments may not exceed twice the sum of our paid-in capital and our reserve
from profit. In addition, pursuant to the KDB Decree, we may not acquire equity
securities of a single company in excess of 15% of its entire voting shares.
These restrictions, however, do not apply to certain investments, including
those in Government-controlled companies financed by capital contributions from
the Government. As of December 31, 2002, the cost basis of our equity
investments subject to the restriction under the KDB Act and our By-Laws
totaled (Won)3,953.3 billion, equal to 27.2% of our equity investment ceiling.
For a discussion of Korean accounting principles relating to our equity
investments, see "The Korea Development Bank--Financial Statements and the
Auditors".
The following table sets out our equity investments by industry sector on a
book value basis:
Equity Investments
Book Value as of
December 31,
2002
-----------------
(billions of won)
Electricity & Waterworks 5,212.3
Construction............ 3,922.1
Finance and Insurance... 1,614.0
Manufacturing........... 803.5
Other................... 2,394.9
--------
Total............... 13,946.8
========
As of December 31, 2002, we held total equity investments, on a book value
basis, of (Won)2,718.6 billion in four of our five largest borrowers and
(Won)4,656.1 billion in 12 of our 20 largest borrowers. As of December 31,
2002, we owned a controlling interest in a financial services company which was
one of our 20 largest borrowers. We have not established a policy addressing
loans to enterprises in which we hold equity interests or equity interests in
enterprises to which we have extended loans.
21
When possible, we use the prevailing market price of a security to
determine the value of our interest. However, if no readily ascertainable
market value exists for our holdings, we record these investments at the cost
of acquisition. With respect to our equity interests in enterprises in which we
hold more than 15% of interest, we value these investments annually, with
certain exceptions, on a net asset value basis when the investee company
releases its financial statements. As of December 31, 2002, the aggregate value
of our equity investments accounted for approximately 101.9% of their aggregate
cost basis.
As part of our investment activities, we underwrite straight and
convertible bond issuances in Won for domestic corporations. We also invest in
municipal bonds, extending funds to municipalities at subsidized interest
rates, mostly to finance water supply and drainage infrastructure projects.
Other Activities
We engage in a range of industrial development activities in addition to
providing loans and guarantees, including:
. conducting economic and industrial research;
. performing engineering surveys;
. providing business analyses and managerial assistance; and
. offering trust services.
As of December 31, 2002, we held in trust cash and other assets totaling
(Won)13,673.2 billion, and we generated in 2002 trust fee income equaling
(Won)23.9 billion. Pursuant to Korean law, we segregate trust assets from our
other assets; trust assets are not available to satisfy claims of our
depositors or other creditors. Accordingly, we account for our trust accounts
separately from our banking accounts. However, if the income from our trust
operations fails to generate the guaranteed minimum rate of return on some of
our money trusts, we are responsible for covering the deficit either from
previously established provisions in our trust accounts or by a transfer from
our banking accounts. We have transferred (Won)86.2 billion, (Won)360.5 billion
and (Won)243.6 billion in 2000, 2001 and 2002, respectively, from our banking
accounts to cover deficits in our trust accounts. Surplus funds generated by
the trust assets may be deposited into our banking accounts and earn interest.
We reflect trust fees earned by us on our trust account management services as
other operating revenues in the income statement of the banking accounts.
Sources of Funds
In addition to our capital and reserves, we obtain funds primarily from:
. borrowings from the Government;
. issuances of bonds in the domestic and international capital markets;
. borrowings from international financial institutions or foreign banks;
. borrowings from The Bank of Korea; and
. deposits.
All of our borrowings are unsecured.
22
Borrowings from the Government
We borrow from the Government's general purpose funds and its special
purpose funds. General purpose loans generally are in Won and have fixed
interest rates and maturities ranging from three to 35 years. We incur special
purpose loans, principally from the Petroleum Business Fund, the Tourism
Promotion Fund and the Special Industry Supporting Fund, in connection with
specific projects we finance. The Government links the interest rate and
maturity of each special purpose borrowing to the terms of the financing we
provide for the specific project.
The following table sets out our Government borrowings as of December 31,
2002:
Type of Funds Borrowed Amount
---------------------- -----------------
(billions of won)
General Purpose.... 2,191.8
Special Purpose.... 9,279.5
--------
Total.......... 11,471.3
========
Domestic and International Capital Markets
We issue industrial finance bonds both in Korea and abroad, some of which
the Government directly guarantees. We generally issue domestic bonds at fixed
interest rates with original maturities of one to ten years.
The following table sets out the outstanding balance of our industrial
finance bonds as of December 31, 2002:
Outstanding Balance Amount
------------------- -----------------
(billions of won)
Denominated in Won............. 24,352.8
Denominated in Other Currencies 9,283.2
--------
Total...................... 33,636.0
========
The KDB Act provides that the aggregate outstanding principal amount of our
industrial finance bonds, other than those directly guaranteed or purchased by
the Government, plus the aggregate outstanding amount of our on-balance sheet
and off-balance sheet guarantee obligations, other than those excepted by
statute, may not exceed 30 times the sum of our paid-in capital and our reserve
from profit. As of December 31, 2002, the aggregate amount of our industrial
finance bonds and guarantee obligations (including guarantee obligations
relating to loans that had not been borrowed as of December 31, 2002) was
(Won)41,410.7 billion, equal to 19.0% of our authorized amount under the KDB
Act, which was (Won)218,138.7 billion.
Foreign Currency Borrowings
We borrow money from institutions, principally syndicates of commercial
banks, outside the Republic in foreign currencies. We frequently enter into
related interest rate and currency swap transactions. The loans generally have
original maturities of five to ten years. We also borrow from the World Bank,
the ADB and other similar supranational institutions to fund special projects,
with terms linked to the related loans we extend. As of December 31, 2002, the
outstanding amount of our foreign currency borrowings was US$14.5 billion.
23
The Bank of Korea deposits a portion of its surplus foreign currency with
us. We account for The Bank of Korea deposits as foreign currency borrowings.
The amount of these deposits totaled (Won)388.6 billion, (Won)254.7 billion and
(Won)156.1 billion as of December 31, 2000, December 31, 2001 and December 31,
2002, respectively. The deposits, typically denominated in U.S. dollars, bear
interest at floating rates and have maturities of one year, although we
frequently extend the maturities on a year-to-year basis. Deposits made at the
direction of the Government to finance certain development projects have
maturities matching the terms of the related loans extended by us.
Our long term and short term foreign currency borrowings increased to
(Won)17,434.9 billion as of December 31, 2002 from (Won)15,178.3 billion as of
December 31, 2001.
Deposits
We take demand deposits and time and savings deposits. We accept demand
deposits offering interest rates ranging from zero to one percent only from
enterprises to which we have extended credit, the central and local
governments, and other persons as specified by Presidential decree. We may
accept time and savings deposits from the general public. Time and savings
deposits generally have maturities shorter than three years and bear interest
at fixed rates. As of December 31, 2002, demand deposits held by us totaled
(Won)238.7 billion and time and savings deposits held by us totaled
(Won)6,470.7 billion.
Debt
Debt Repayment Schedule
The following table sets out our principal repayment schedule:
Debt Principal Repayment Schedule
Maturing on or before December 31,
-----------------------------------------------------
Currency(1)(2) 2003 2004 2005 2006 2007 Thereafter
- -------------- -------- -------- -------- ------- ------- ----------
(billions of won)
Won....................... 12,562.4 5,141.2 7,028.0 1,398.8 789.8 1,797.4
Foreign................... 8,568.5 6,171.3 2,980.2 4,031.0 1,499.9 3,467.3
-------- -------- -------- ------- ------- -------
Total Won Equivalent.. 21,130.9 11,312.5 10,008.2 5,429.8 2,289.7 5,264.7
======== ======== ======== ======= ======= =======
- --------
(1) Borrowings in foreign currency have been translated into Won at the market
average exchange rates on December 31, 2002, as announced by the Seoul
Money Brokerage Services Ltd.
(2) We categorize debt with respect to which we have entered into currency swap
agreements by our repayment currency under such agreements.
Debt Record
We have never defaulted in the payment of principal or interest on any of
our obligations.
Overseas Operations
We operate overseas subsidiaries in Hong Kong and Dublin. The subsidiaries
engage in a variety of banking and merchant banking services, including:
. managing and underwriting new securities issues;
24
. syndicating medium and long-term loans;
. trading securities;
. trading in the money market; and
. providing investment management and advisory services.
We currently maintain branches in Tokyo, Shanghai, Singapore, New York and
London and two overseas representative offices in Frankfurt and Beijing.
During 1998, 1999 and 2000, we closed one overseas branch in Bangkok, five
overseas subsidiaries, Korea Associated Securities Inc., KDB Bank (Schweiz) AG,
KDB(UK) Ltd., KDB International (Singapore) Ltd., KDB (Deutschland) Gmbh, and
eleven overseas representative offices in Toronto, Budapest, Sydney, Mexico
City, Hanoi, Manila, Paris, Santiago, Moscow, New Delhi and Jakarta.
Property
Our head office is located at 16-3 Youido-dong, Youngdeungpo-gu, Seoul,
Korea, a 35,996 square meter building completed in July 2001 and owned by us.
In addition to the head office, we maintain 36 branches in major cities
throughout the Republic, including 9 in Seoul. We generally own our domestic
office space and lease our overseas offices under long-term leases.
Directors and Management; Employees
Our Board of Directors, comprising the Governor and Chairman of the Board
of Directors, the Deputy Governor and the Executive Directors, manages our
affairs. The President of the Republic appoints the Governor and Chairman of
the Board of Directors upon the recommendation of the Minister of Finance and
Economy. The Minister of Finance and Economy appoints the Deputy Governor and
Executive Directors upon the recommendation of the Governor. The Board of
Directors decides all important matters relating to our operations. The
Directors serve for three-year terms and may be re-appointed. As of June 25,
2003, the directors were:
Governor and Chairman of the Board of Directors: Ji-Chang Yoo
Deputy Governor: Yun-Woo Lee
Executive Directors: Ki-Seong Kim
Sung-Kun Rhee
Wang-Kyung Kim
Jae-Hong Chang
Jong-Bae Kim
Chang-Gyu Laah
As of December 31, 2002, we employed 1,992 persons with 1,330 located in
our Seoul head office.
Financial Statements and the Auditors
The Minister of Finance and Economy appoints our Auditor who is responsible
for examining our financial operations and auditing our financial statements
and records. The present Auditor is Gong-Jae Lee, who was appointed for a
three-year term on April 20, 2002.
25
We prepare our financial statements annually for submission to the Minister
of Finance and Economy, accompanied by an opinion of the Auditor. Although we
are not legally required to have financial statements audited by external
auditors, an independent public accounting firm has audited our
non-consolidated and consolidated financial statements commencing with such
financial statements as of and for the year ended December 31, 1998. As of the
date of this prospectus, our external auditor is Samil Accounting Corporation,
located at Kukje Center Building, 191, Hankang-ro, 2-ka, Yongsan-gu, Seoul,
Korea.
Our financial statements appearing in this prospectus were prepared in
conformity with Korean law and in accordance with generally accepted accounting
principles in the Republic, summarized in "The Korea Development
Bank--Financial Statements and the Auditors--Notes to Non-Consolidated
Financial Statements of December 31, 2001 and 2002--Note 2". These principles
and procedures differ in certain material respects from generally accepted
accounting principles in the United States ("US GAAP").
We generally record our trading portfolio of marketable equity securities
and other equity investments at the cost of acquisition (including incidental
expenses related to purchase), computed on the moving average method. However,
if the aggregate market value of the trading portfolio of marketable securities
as of the balance sheet date differs from their purchase cost, we record the
securities at market value. If the market value of equity investments, except
for those of companies in which we hold more than 15% of interest ("affiliated
companies"), differs from their purchase cost, we record the investment at
market value. Starting in April 1999, we record our equity investments in
affiliated companies by using the equity method, pursuant to which we account
for adjustments in the value of our investments resulting from changes to the
affiliated companies' net asset values. However, we do not apply the equity
method for the following investments: (1) total assets of investees are less
than (Won)7,000 million; (2) investees which are owned by the Korean Government
and Government invested companies; (3) investees under court receivership or
bankruptcy; and (4) investees in the process of being sold.
We generally record our debt securities investments, except for our trading
portfolio of marketable debt securities, at the cost of acquisition (including
incidental expenses related to purchase), computed on the specific
identification method. We record our trading portfolio of marketable debt
securities at market value. Starting in April 1999, we record all our debt
securities investments at market value except for debt securities invested with
the intention of holding until maturity, which we record at the cost of
acquisition or amortized cost.
We record the value of our premises and equipment on our balance sheet on
the basis of a revaluation conducted as of July 1, 1998. The Minister of
Finance and Economy approved the revaluation in accordance with applicable
Korean law. We value additions to premises and equipment since such date at
cost.
26
Independent Auditor's Report
To the Board of Directors of
The Korea Development Bank
We have audited the accompanying non-consolidated balance sheets of the
Korea Development Bank (the "Bank") as of December 31, 2002 and 2001, and the
related non-consolidated statements of income, appropriations of retained
earnings and cash flows for the years then ended, expressed in Korean Won.
These financial statements are the responsibility of the Bank's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the Republic of Korea. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Bank as of December 31,
2002 and 2001, and the results of its operations, the changes in its retained
earnings and its cash flows for the years then ended, in conformity with
financial accounting standards generally accepted in the Republic of Korea.
Without qualifying our opinion, we draw your attention to Note 15 of the
non-consolidated financial statements, which states that the Korean Government
increased the paid-in capital of the Bank by (Won)3,000,000 million in 2001 by
contributing 127,086,334 shares of Korea Electric Power Corporation valued at
(Won)23,606 per share on June 20, 2001 and (Won)50,000 million cash on
December 29, 2001.
Accounting principles and auditing standards and their application in
practice vary among countries. The accompanying non-consolidated financial
statements are not intended to present the financial position, results of
operations and cash flows in conformity with accounting principles and
practices generally accepted in countries and jurisdictions other than the
Republic of Korea. In addition, the procedures and practices used in the
Republic of Korea to audit such financial statements may differ from those
generally accepted and applied in other countries. Accordingly, this report and
the accompanying non-consolidated financial statements are for use by those who
are knowledgeable about Korean accounting principles or auditing standards and
their application in practice.
Samil Accounting Corporation
Seoul, Korea
January 24, 2003
27
THE KOREA DEVELOPMENT BANK
NON-CONSOLIDATED BALANCE SHEETS
December 31, 2002 and 2001
In Millions of Korean Won
--------------------------------
2002 2001
--------------- ---------------
ASSETS
Cash and due from banks (Note 3)........................................ (Won) 1,970,664 (Won) 2,673,433
Trading securities (Note 4)............................................. 1,333,027 1,246,645
Investment securities (Note 4).......................................... 25,045,299 24,061,402
Loans,
net of provision for possible loan losses of (Won)1,089,983 million in
2002 and (Won)1,835,652 million in 2001 and present value discount of
(Won)126,955 million in 2002 and (Won)331,227 million in 2001
(Note 5).............................................................. 44,917,231 47,270,861
Premises and equipment, net (Note 6).................................... 681,952 715,793
Derivative financial instruments (Note 14).............................. 1,645,161 2,372,569
Other assets (Note 7)................................................... 3,189,010 3,662,357
--------------- ---------------
Total assets.................................................... (Won)78,782,344 (Won)82,003,060
=============== ===============
LIABILITIES AND EQUITY
Deposits (Note 8)....................................................... (Won) 8,745,304 (Won)10,483,335
Borrowings (Note 9)..................................................... 24,459,085 21,353,378
Industrial finance bonds,
gross of premium on bonds of (Won)16,396 million in 2002 and (Won)292
million in 2001 and net of discount on bonds of (Won)52,460 million in
2002 and (Won)81,868 million in 2001 (Note 10)........................ 33,600,020 36,554,291
Provision for possible guarantee losses (Note 12)....................... 63,223 140,980
Accrued severance benefits.............................................. 14,685 12,219
Derivative financial instruments (Note 14).............................. 1,424,200 2,614,541
Other liabilities (Note 11)............................................. 3,535,222 3,910,871
--------------- ---------------
Total liabilities............................................... 71,841,739 75,069,615
--------------- ---------------
Commitments and contingencies (Note 13)
Equity:
Paid-in capital (Notes 1 and 15).................................... 7,161,861 7,161,861
Capital surplus (Note 15)........................................... 44,373 44,373
Retained earnings................................................... 294,103 109,428
Capital adjustments (Note 15)....................................... (559,732) (382,217)
--------------- ---------------
Total equity.................................................... 6,940,605 6,933,445
--------------- ---------------
Total liabilities and equity.................................... (Won)78,782,344 (Won)82,003,060
=============== ===============
The accompanying notes are an integral part of these non-consolidated financial
statements.
28
THE KOREA DEVELOPMENT BANK
NON-CONSOLIDATED STATEMENTS OF INCOME
For the years ended December 31, 2002 and 2001
In Millions of Korean Won
------------------------------
2002 2001
-------------- --------------
Interest income:
Interest on loans..................................... (Won)2,546,169 (Won)3,634,930
Interest on due from banks............................ 62,560 225,728
Interest on trading securities........................ 65,940 112,300
Interest on investment securities..................... 602,566 593,748
Other interest income................................. 34,280 16,269
-------------- --------------
3,311,515 4,582,975
-------------- --------------
Interest expense:
Interest on deposits.................................. 404,641 532,312
Interest on borrowings................................ 671,157 1,174,039
Interest on bonds payable............................. 2,047,937 2,597,114
Other interest expenses............................... 55,245 56,365
-------------- --------------
3,178,980 4,359,830
-------------- --------------
Net interest income....................................... 132,535 223,145
-------------- --------------
Non-interest revenue:
Fees and commissions.................................. 273,343 311,159
Gain from trading securities.......................... 87,930 134,514
Gain from derivative financial instruments (Note 14).. 3,609,610 3,599,451
Others (Note 16)...................................... 724,155 1,130,268
-------------- --------------
4,695,038 5,175,392
-------------- --------------
Non-interest expense:
Fees and commissions.................................. 34,460 35,926
Loss from trading securities.......................... 52,746 72,515
Loss from derivative financial instruments (Note 14).. 3,567,271 3,591,505
General and administrative expenses (Note 17)......... 266,143 241,232
Others (Note 16)...................................... 1,451,989 782,531
-------------- --------------
5,372,609 4,723,709
-------------- --------------
Operating income.......................................... (545,036) 674,828
Non-operating income (expense), net (Note 18)............. 730,971 (558,911)
-------------- --------------
Income before income taxes................................ 185,935 115,917
Income taxes (Note 19).................................... 2,063 6,961
-------------- --------------
Net income................................................ (Won) 183,872 (Won) 108,956
============== ==============
The accompanying notes are an integral part of these non-consolidated
financial statements.
29
THE KOREA DEVELOPMENT BANK
NON-CONSOLIDATED STATEMENTS OF APPROPRIATIONS OF RETAINED EARNINGS
For the years ended December 31, 2002 and 2001
Date of appropriations: February 28, 2003 and 2002
In Millions of Korean Won
-------------------------
2002 2001
------------ ------------
Retained earnings before appropriations:
Retained earnings carried over from the prior year................. (Won) -- (Won) --
Effects on valuation of investments by the equity method........... 803 472
Net income for the year............................................ 183,872 108,956
------------ ------------
184,675 109,428
------------ ------------
Appropriations of retained earnings:
Legal reserve...................................................... 184,675 109,428
------------ ------------
184,675 109,428
------------ ------------
Unappropriated retained earnings carried forward to the subsequent year (Won) -- (Won) --
============ ============
The accompanying notes are an integral part of these non-consolidated
financial statements.
30
THE KOREA DEVELOPMENT BANK
NON-CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended December 31, 2002 and 2001
In Millions of Korean Won
--------------------------------
2002 2001
--------------- ---------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income........................................................... (Won) 183,872 (Won) 108,956
Adjustments to reconcile net income to net cash provided by operating
activities:
Loss (gain) on disposal of loans, net............................ (7,207) 1,074,304
Loss (gain) on trading securities, net........................... (34,988) (55,985)
Loss (gain) on investment securities, net........................ (724,506) (507,019)
Provision for (reversal of) allowance for bad debt losses........ 551,700 (141,338)
Depreciation..................................................... 31,884 28,654
Retirement allowance............................................. 15,503 13,176
Loss (gain) on foreign currency translation, net................. 143,580 (10,889)
Loss (gain) from derivative financial instruments, net........... (25,765) 224,555
Decrease in accrued income....................................... 64,862 219,219
Increase in derivative financial instruments..................... (437,168) (24,846)
Payment of severance benefits.................................... (3,054) (5,762)
Others, net...................................................... 79,689 (798,046)
--------------- ---------------
Net cash provided by operating activities........................ (161,598) 124,979
--------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net decrease (increase) in trading securities.................... (51,395) 500,549
Net decrease in loans............................................ 1,320,904 1,869,161
Net increase in investment securities............................ (202,112) (3,007,823)
Net decrease (increase) in premises and equipment................ 5,278 (15,010)
Others, net...................................................... 632,555 2,478,600
--------------- ---------------
Net cash provided by investing activities........................ 1,705,230 1,825,477
--------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits.............................. (1,738,031) 1,961,368
Net increase (decrease) in borrowings............................ 3,182,706 (2,192,114)
Net decrease in bonds issued..................................... (3,094,644) (1,709,307)
Increase in paid-in capital...................................... -- 50,000
Others, net...................................................... (98) 110
--------------- ---------------
Net cash used in financing activities............................ (1,650,067) (1,889,943)
--------------- ---------------
Net increase (decrease) in cash...................................... (106,435) 60,513
Cash, beginning of the year.......................................... 144,908 84,395
--------------- ---------------
Cash, end of the year (Note 3)....................................... (Won) 38,473 (Won) 144,908
=============== ===============
The accompanying notes are an integral part of these non-consolidated
financial statements.
31
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2002 and 2001
1. The Bank:
The Korea Development Bank (the "Bank") was established in 1954 in
accordance with the Korea Development Bank Act for the purpose of supplying and
managing major industrial capital to develop the Korean industry. The Bank
operates through 34 local branches, 5 overseas branches, 3 overseas
subsidiaries and 2 overseas offices as of December 31, 2002. The Bank is
engaged in the banking business under the Korea Development Bank Act and in the
trust business according to the Trust Business Act and other related
regulations.
The Korea Development Bank Act prescribes that the Korean Government owns
the entire capital of the Bank.
2. Summary of Significant Accounting Policies:
The significant accounting policies followed by the Bank in the preparation
of its financial statements are summarized below.
Basis of Financial Statement Presentation
The Bank operates both a commercial banking business and a trust business
in which the Bank, as a fiduciary, holds and manages the property of others.
Under the Trust Business Act, the trust funds held as fiduciary are accounted
for and reported separately from the Bank's own commercial banking business.
The Bank maintains its official accounting records in Korean Won and
prepares statutory financial statements in the Korean language in conformity
with the accounting principles generally accepted in the Republic of Korea. The
accompanying non-consolidated financial statements have been condensed,
restructured and translated into English from the Korean language financial
statements. Certain accounting principles applied by the Bank that conform with
financial accounting standards and accounting principles in the Republic of
Korea may not conform with generally accepted accounting principles in other
countries. Accordingly, these financial statements are intended for use by
those who are informed about Korean accounting principles and practices.
Certain information attatched to the Korean language financial statements, that
are not required for a fair presentation of the Bank's financial position and
results of operations, are not presented in the accompanying non-consolidated
financial statements.
The preparation of non-consolidated financial statements in conformity with
financial accounting standards requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the non-consolidated financial statements, and the reported amounts of
revenues and expenses during the reporting period. Due to the inherent
uncertainty involved in making estimates, actual results could differ from
those estimates.
32
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Recognition of Interest Income
The Bank recognizes interest income on loans and debt securities on an
accrual basis. However, interest income on delinquent and dishonored loans,
other than those subject to security deposits and guaranteed by financial
institutions, is recognized on a cash basis. Such unaccrued interest income as
of December 31, 2002 and 2001 amounted to (Won)226,022 million and (Won)122,915
million, respectively.
Provision for Possible Loan Losses
The Bank provides for possible loan losses based on the borrowers' future
debt servicing ability (forward looking criteria) as determined by a credit
rating model developed by the Bank. This credit rating model includes the
financial and non-financial factors of borrowers and classifies the borrowers'
credit risk. Provisions are determined by applying the following minimum
percentages to the various credit risk ratings:
Provision
Loan classifications percentages
-------------------- -----------
Normal............. 0.5%
Special attention.. 2% or more
Substandard........ 20% or more
Doubtful........... 50% or more
Loss............... 100%
Pursuant to the revised Regulation on Supervision of Banking Business which
is effective December 1, 2002, the Bank has changed the credit line for
importers from acceptances to domestic import usance bills. As a result of this
change, loans and borrowings increased by (Won)3,237,446 million and the
provision for possible losses in 2002 is approximately (Won)63,416 million more
than that of which would have been reported under the previous accounting
method.
Securities
Marketable securities held for obtaining short-term transaction gains are
included in trading securities. Those securities not included in trading
securities are classified as investment securities. Securities which have a
fair value different from their acquisition cost are carried in accordance with
the following guidelines:
Trading securities
The initial cost of trading securities is determined by the moving average
method. Subsequently, trading securities are carried at their market values.
Unrealized gains and losses on trading securities are charged to current
operations.
Investment securities
Marketable securities held for investment purposes are carried at their
market values. Unrealized gains and losses on marketable investment securities
are reported as a capital adjustment in shareholders' equity.
33
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Investment securities which allow the Bank significant influence over the
investee are valued using the equity method of accounting. The Bank considers
that it has significant influence on the investees in which the Bank holds more
than 15% of interest. However, the Bank does not apply the equity method for
the following investments.
. Investees having total assets of less than (Won)7,000 million
. Investees under the court receivership or bankruptcy
. Investees under the process of being sold-out
. Converted stocks with restriction on disposition under the corporate
restructuring law
In addition, when the investees incur accumulated losses and the book value
of the investment becomes below zero, the equity method is no longer used.
However, the equity method will be used again when income or capital changes
exceed losses accrued during the period in which the equity method is not used.
Under the equity method, the Bank records changes in its proportionate
ownership of the book value of the investee in current operations, as capital
adjustments or as adjustments to retained earnings, depending on the nature of
the underlying changes in the book value of the investee.
Non-marketable equity securities and debt securities held to maturity are
stated at cost. If market value or net book value declines significantly
compared to acquisition cost and is not expected to be recovered, the
acquisition cost is adjusted to the market value or net book value. In such
cases, the difference between the carrying amount and the revalued amount is
charged to current operations.
The Bank recorded impairment losses amounting to (Won)387,710 million and
(Won)289,725 million in 2002 and 2001, respectively.
Premises and Equipment and Related Depreciation
Premises and equipment used for business purposes are recorded at cost,
except for those assets subject to upward revaluation in accordance with the
Korean Asset Revaluation Law. Such revaluation presents facilities and
buildings at their depreciated replacement cost and land at the prevailing
market price, as of the effective date of revaluation.
Depreciation is computed using the declining-balance method, except for
buildings and structures, which are depreciated using the straight-line method,
based on the estimated useful lives of the assets as described below:
Estimated useful lives
----------------------
Buildings. 20~40 years
Structures 10~40
Machinery. 4
Vehicles.. 4
Others.... 4
34
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Routine maintenance and repairs are charged to expense as incurred.
Expenditures which enhance the value or extend the useful life of facilities
are capitalized as premises and equipment.
Interest costs incurred in connection with the purchase or construction of
investment assets, tangible assets and intangible assets are capitalized as
part of the cost of such assets.
Intangible Assets
Intangible assets are stated at cost, net of accumulated amortization.
Amortization of these intangibles is computed using the straight-line method
over a period of four or five years.
Present Value Discount
Receivables and payables arising from long-term installment transactions,
long-term cash loans (borrowings) and other similar transactions are stated at
present value if the difference between the nominal value and present value is
material. Such differences are presented in the present value discount account
and directly deducted from the nominal value of the related receivables or
payables. The present value discount account is amortized using the effective
interest rate method as interest expense or interest income.
Loans which are impaired due to the restructuring of the borrower, court
mediation or negotiation, are revalued using the adjusted interest rate. The
difference between the book value and the readjusted value is offset against
the provision for possible loan losses, and the remaining difference is
recognized as bad debt expenses in the year incurred.
Foreign Currency Translation
Assets and liabilities denominated in foreign currencies are translated
into Korean Won at the basic exchange rates ((Won)1,200.4/US$1) on the balance
sheet date. The resulting exchange gains or losses are reflected in current
operations.
Bonds Sold under Repurchase Agreements
The Bank provides a provision for possible losses from the bonds sold under
repurchase agreements as determined based possible loss estimates when the
bonds are repurchased. The provision for possible losses as of December 31,
2002 and 2001 amounted to (Won)102,054 million and (Won)220,677 million,
respectively.
Disposition of Loans
The Bank records the difference between the selling price and the book
value of disposed loans as a gain or loss on disposal of loans. The book value
is the face amount of the disposed loans less identifiable allowance for
possible loan losses. When the Bank cannot allocate the allowance for possible
loan losses to specific disposed loans, it records the gain or loss as the
difference between the selling price and the face amount of the loan.
35
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Accrued Severance Benefits
Employees and directors with one or more years of service are entitled to
receive a lump-sum payment upon termination of their employment with the Bank,
based on their length of service and rate of pay at the time of termination.
Accrued severance benefits represent the amount which would be payable assuming
all eligible employees were to terminate their employment as of the balance
sheet date.
Accrued severance benefits are funded at approximately 40.5% as of December
31, 2002, through a group severance trust in Woori Bank. The Bank accounts for
the amounts funded under the group severance trust as a deduction to accrued
severance benefits.
Actual payments of severance benefits for the years ended December 31, 2002
and 2001 amounted to (Won)3,051 million and (Won)5,762 million (including
(Won)4,030 million of early payment of severance benefits), respectively.
Provision for Possible Guarantee Losses
The Bank sets up a provision for possible losses on guarantees outstanding
as determined based on a credit risk rating of the companies for which
guarantees are provided. The Bank provides a provision of 20% or more of
guaranteed amounts for companies classified as "substandard," 50% or more for
"doubtful" and 100% for "loss". The allowance is shown in the liability section.
Deferred Income Taxes
The Bank records deferred income taxes which arises from temporary
differences between the amount reported for financial reporting purposes and
income tax purposes. Income tax expense comprises taxes payable for the period
and the change in deferred income tax assets and liabilities for the period.
Bonds Purchased Under Resale Agreements and Bonds Sold Under Repurchase
Agreements
Bonds purchased or sold under resale or repurchase agreements are included
in loans and borrowings, respectively. The difference between the selling and
repurchase price is treated as interest and accrued evenly over the period
covered by the agreements.
Translation of Foreign Currency Financial Statements
Accounts and records of the overseas branches are maintained in foreign
currencies. For presentation in the accompanying non-consolidated financial
statements, the financial statements of the branches have been translated at
the exchange rates as of the balance sheet date.
Derivative Financial Instruments
Derivative financial instruments held for trading purposes are stated at
fair value as of the balance sheet date.
36
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Derivative financial instruments for fair value hedges are stated at market
value. The gains and losses on the hedging instruments, as well as the related
loss or gain on the hedged items, are recognized in current operations in the
same accounting period.
Compensation to Trust Accounts
The Bank receives management fees from trust accounts for management and
custodian services.
Certain trust funds held by the Bank are guaranteed a certain rate of
return by the Bank. If the income from trust operations is insufficient to
generate the required rate of return, the deficiency may be either recovered
from previously established special allowances or compensated by the Bank's
banking accounts. Such compensation is accounted for as other operating
expenses of the banking accounts and other income of the trust accounts, in
accordance with the relevant laws and regulations applicable to trust
operations.
Statements of Cash Flows
On the statements of cash flows, the Bank recorded the net cash inflows and
outflows for loans, deposits and trading securities due to their frequent
turnover and short-term maturity.
Reclassification of Prior Year Amounts
Certain amounts in the 2001 financial statements have been reclassified to
conform to the 2002 presentation. These reclassifications have no effect on
previously reported net income or retained earnings for 2001.
3. Cash and Due from Banks:
Cash and due from banks as of December 31, 2002 and 2001 comprise the
following:
Annual Interest
Rate (%) Millions of Won
--------------- -----------------------------
2002.12.31 2002 2001
--------------- -------------- --------------
Cash on hand in Won............... -- (Won) 36,624 (Won) 142,842
Cash on hand in foreign currency.. -- 1,849 2,066
Due from banks in Won............. 5.9-8.0 288,743 97,146
Due from banks in foreign currency 0.0-5.59 1,643,448 2,431,379
-------------- --------------
(Won)1,970,664 (Won)2,673,433
============== ==============
37
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Due from banks in Won as of December 31, 2002 and 2001 are summarized as
follows:
Annual Interest
Rate (%) Millions of Won
--------------- ------------------------
Bank 2002.12.31 2002 2001
---- --------------- ------------ -----------
The Bank of Korea -- (Won)220,385 (Won)62,720
Others........... 5.9-8.0 68,358 34,426
------------ -----------
(Won)288,743 (Won)97,146
============ ===========
Due from banks in foreign currency as of December 31, 2002 and 2001 are
summarized as follows:
Annual Interest
Rate (%) Millions of Won
--------------- -----------------------------
Bank 2002.12.31 2002 2001
---- --------------- -------------- --------------
The Bank of Korea.. -- (Won) 12,787 (Won) 40,774
Kookmin Bank....... 2.75-3.50 489,959 567,787
Woori Bank......... 1.70-4.05 66,022 217,480
KDB Asia (HK) Ltd.. 1.61-2.17 359,763 281,398
KDB Ireland Ltd.... 1.62-5.59 242,481 267,740
Korea Exchange Bank 1.59-3.50 87,444 123,123
Hana Bank.......... 1.72-2.12 48,016 132,610
Others............. 1.27-4.20 336,976 800,467
-------------- --------------
(Won)1,643,448 (Won)2,431,379
============== ==============
Restricted deposits included in due from banks as of December 31, 2002 are
as follows:
Millions of Won
---------------
Reserve deposits with the Bank of Korea (Won)220,385
China Construction Bank................ 6,993
Woori Bank............................. 4,690
Kookmin Bank........................... 56,980
Shinhan Bank........................... 6,644
Shanghai Pudong Development Bank....... 4,802
Industrial and Commercial Bank of China 3,601
------------
(Won)304,095
============
Reserve deposits with the Bank of Korea represent amounts required under
the Banking Act for the payment of deposits. Reserve deposits with China
Construction Bank, Shanghai Pudong Development Bank and Industrial and
Commercial Bank of China also represent amounts required under the related
banking regulations of those countries. Deposits with Woori Bank, Kookmin Bank
and others are pledged as collateral.
38
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
The maturities of amounts due from banks as of December 31, 2002 are as
follows (millions of Won):
Due from Due from Banks in
Maturing On or Before Banks in Won Foreign Currency Total
--------------------- ------------ ----------------- --------------
Mar. 31, 2003.... (Won)220,429 (Won)1,362,310 (Won)1,582,739
Jun. 30, 2003.... -- 41,542 41,542
Dec. 31, 2003.... 10,661 112,953 123,614
Dec. 31, 2004.... 12,448 27,609 40,057
Dec. 31, 2005.... 28,817 81,027 109,844
Dec. 31, 2006.... 16,388 -- 16,388
Dec. 31, 2007.... -- -- --
Thereafter....... -- 18,007 18,007
------------ -------------- --------------
(Won)288,743 (Won)1,643,448 (Won)1,932,191
============ ============== ==============
4. Securities:
Trading securities as of December 31, 2002 and 2001 comprise the following:
Annual Interest
Rate (%) Millions of Won
--------------- -----------------------------
2002.12.31 2002 2001
--------------- -------------- --------------
Marketable equity securities....... -- (Won) -- (Won) 10,243
Government and public bonds........ 6.05-6.25 152,475 110,108
Corporate bonds.................... 6.10-7.37 169,351 170,486
Beneficiary certificates........... -- 606,671 375,702
Debt securities in foreign currency 4.75 388,790 580,106
Others............................. 5.66 15,740 --
-------------- --------------
(Won)1,333,027 (Won)1,246,645
============== ==============
Par value, acquisition cost and fair value of trading debt securities as of
December 31, 2002 and 2001 are as follows (millions of Won):
Par Value Acquisition Cost Fair Value
------------------------- ------------------------- -------------------------
2002 2001 2002 2001 2002 2001
------------ ------------ ------------ ------------ ------------ ------------
Government and public
bonds.............. (Won)150,000 (Won)110,000 (Won)151,746 (Won)108,967 (Won)152,475 (Won)110,108
Corporate bonds...... 170,000 171,139 168,468 169,765 169,351 170,486
Securities in foreign
currency........... 370,200 590,524 385,733 578,601 388,790 580,106
------------ ------------ ------------ ------------ ------------ ------------
(Won)690,200 (Won)871,663 (Won)705,947 (Won)857,333 (Won)710,616 (Won)860,700
============ ============ ============ ============ ============ ============
39
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Trading securities in each foreign currency as of December 31, 2002 and
2001 comprise the following:
Foreign Currency (In Thousands) Millions of Won
------------------------------- -------------------------
2002 2001 2002 2001
------------ ----------- ------------ ------------
US$ 323,884 US$ 398,466 (Won)388,790 (Won)528,406
DEM -- DEM 35,021 -- 20,996
EUR -- EUR 22,844 -- 26,787
SGD -- SGD 5,459 -- 3,917
------------ ------------
(Won)388,790 (Won)580,106
============ ============
Investment securities as of December 31, 2002 and 2001 comprise the
following:
Annual Interest
Rate (%) Millions of Won
--------------- -------------------------------
2002.12.31 2002 2001
--------------- --------------- ---------------
Equity securities
Investments using the equity method........ -- (Won) 7,041,539 (Won) 6,034,406
Investments not using the equity method.... -- 6,905,254 6,748,332
--------------- ---------------
13,946,793 12,782,738
--------------- ---------------
Debt securities
Government and public bonds................ 4.98-7.50 2,247,242 2,913,054
Corporate bonds............................ 3.81-5.24 4,895,282 4,894,965
Investment securities in foreign currency.. 3.83-7.25 3,169,469 2,444,203
Others (*)................................. 1.0-22.0 786,513 1,026,442
--------------- ---------------
11,098,506 11,278,664
--------------- ---------------
(Won)25,045,299 (Won)24,061,402
=============== ===============
- --------
(*) Investment securities amounting to (Won)485,000 million are pledged as
collateral to KDB First Securitization Specialty Co., Ltd. and others and
investment securities amounting to (Won)142,600 million are pledged for
construction performance insurance.
With regards to futures trading, 6,319,660 shares of Korea Electric Power
Corporation are pledged as a substitute for deposit money to Kookmin
Futures Inc. and others.
40
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Investments in debt securities available-for-sale as of December 31, 2002
and 2001 comprise the following (millions of Won):
Par Value Acquisition Cost Market (Carrying) Value
----------------------------- ----------------------------- -----------------------------
2002 2001 2002 2001 2002 2001
-------------- -------------- -------------- -------------- -------------- --------------
Government and
public bonds....... (Won) 42,399 (Won) 97,943 (Won) 42,378 (Won) 68,033 (Won) 44,927 (Won) 158,879
Corporate bonds...... 4,655,850 4,077,799 4,488,215 4,118,184 4,171,455 4,036,957
Investment securities
in foreign
currency........... 3,164,853 2,140,878 2,102,743 1,521,545 2,098,907 1,428,171
Others............... 679,635 907,679 772,531 895,548 671,162 911,075
-------------- -------------- -------------- -------------- -------------- --------------
(Won)8,542,737 (Won)7,224,299 (Won)7,405,867 (Won)6,603,310 (Won)6,986,451 (Won)6,535,082
============== ============== ============== ============== ============== ==============
Investments in debt securities held-to-maturity as of December 31, 2002 and
2001 comprise the following (millions of Won):
Par Value Acquisition Cost Carrying Amount of Bonds
----------------------------- ----------------------------- -----------------------------
2002 2001 2002 2001 2002 2001
-------------- -------------- -------------- -------------- -------------- --------------
Government and
public bonds....... (Won)2,209,785 (Won)2,764,362 (Won)2,201,252 (Won)2,756,469 (Won)2,202,315 (Won)2,754,175
Corporate bonds...... 733,000 865,613 717,101 653,905 723,827 858,008
Investment securities
in foreign
currency........... 1,073,168 1,021,909 1,144,905 1,018,688 1,070,562 1,016,032
Others............... 114,583 115,384 114,563 115,366 115,351 115,367
-------------- -------------- -------------- -------------- -------------- --------------
(Won)4,130,536 (Won)4,767,268 (Won)4,177,821 (Won)4,544,428 (Won)4,112,055 (Won)4,743,582
============== ============== ============== ============== ============== ==============
41
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Equity investments as of December 31, 2002 and 2001 comprise the following
(millions of Won):
Ownership
(%) Acquisition Cost Book Value
---------- ------------------------------- -------------------------------
2002.12.31 2002 2001 2002 2001
---------- --------------- --------------- --------------- ---------------
Investments using the equity
method:
The KDB Capital
Corp..................... 79.86 (Won) 467,706 (Won) 478,208 (Won) 102,965 (Won) 203,576
Daewoo Securities Co.,
Ltd...................... 39.46 563,247 563,247 554,034 563,442
Daewoo Shipbuilding &
Marine Engineering
Co., Ltd................. 42.10 390,368 390,368 614,560 428,515
Daewoo Heavy Industries
& Machinery Ltd.......... 21.91 173,078 173,078 188,915 186,153
Korea Electric Power
Corporation.............. 21.59 3,265,468 3,265,468 4,541,043 3,634,862
Seoul Debt Restructuring
Fund..................... 43.80 117,224 262,800 114,110 259,384
Arirang Restructuring
Fund..................... 43.73 126,846 145,800 101,567 132,763
Mukoonghwa
Restructuring Fund....... 43.71 142,995 145,700 124,764 147,084
Hankang Restructuring
Fund..................... 23.01 95,915 145,700 97,270 147,802
Others.................... -- 671,552 396,566 602,311 330,825
--------------- --------------- --------------- ---------------
6,014,399 5,966,935 7,041,539 6,034,406
--------------- --------------- --------------- ---------------
Investments not using the
equity method:
Samsung Life Insurance
Co., Ltd................. 1.89 264,496 264,496 132,248 132,248
Industrial Bank of
Korea.................... 18.95 400,000 400,000 387,013 410,721
Korea Highway
Corporation.............. 10.22 1,430,100 1,430,100 1,430,184 1,430,184
Korea National Housing
Corp..................... 22.68 1,300,618 1,300,618 1,300,618 1,300,618
Korea Land Development
Corp..................... 26.90 1,161,904 1,161,904 1,191,329 1,191,329
Korea Water Resources
Corp..................... 7.30 671,307 671,307 671,307 671,307
Others.................... -- 2,448,885 2,222,397 1,792,555 1,611,925
--------------- --------------- --------------- ---------------
7,677,310 7,450,822 6,905,254 6,748,332
--------------- --------------- --------------- ---------------
(Won)13,691,709 (Won)13,417,757 (Won)13,946,793 (Won)12,782,738
=============== =============== =============== ===============
Fair Value or
Net Book Value (*)
-------------------------------
2002 2001
--------------- ---------------
Investments using the equity
method:
The KDB Capital
Corp..................... (Won) 85,929 (Won) 173,854
Daewoo Securities Co.,
Ltd...................... 468,986 421,421
Daewoo Shipbuilding &
Marine Engineering
Co., Ltd................. 530,755 317,821
Daewoo Heavy Industries
& Machinery Ltd.......... 159,469 146,891
Korea Electric Power
Corporation.............. 7,667,147 7,177,780
Seoul Debt Restructuring
Fund..................... 114,110 259,384
Arirang Restructuring
Fund..................... 101,567 132,763
Mukoonghwa
Restructuring Fund....... 124,764 147,084
Hankang Restructuring
Fund..................... 97,270 147,801
Others.................... 631,998 336,184
--------------- ---------------
9,981,995 9,260,983
--------------- ---------------
Investments not using the
equity method:
Samsung Life Insurance
Co., Ltd................. 100,476 40,518
Industrial Bank of
Korea.................... 387,013 410,721
Korea Highway
Corporation.............. 1,430,379 1,471,251
Korea National Housing
Corp..................... 1,238,252 1,336,842
Korea Land Development
Corp..................... 881,293 844,292
Korea Water Resources
Corp..................... 546,045 745,646
Others.................... 1,941,842 1,630,572
--------------- ---------------
6,525,300 6,479,842
--------------- ---------------
(Won)16,507,295 (Won)15,740,825
=============== ===============
- --------
(*) Net book value is used in the case of non-listed investees.
42
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Investment securities using the equity method as of December 31, 2002 are
summarized as follows (millions of Won):
Beginning Book Acquisition Valuation Gain Capital Ending Book
Value (Disposition) Dividends or Loss (*) Adjustment Value
-------------- ------------- ------------ -------------- ------------ --------------
The KDB Capital
Corp.................. (Won) 203,576 (Won) (4,421) (Won) -- (Won) (98,435) (Won) 2,245 (Won) 102,965
Daewoo Securities Co.,
Ltd................... 563,442 -- -- (394) (9,014) 554,034
Daewoo Shipbuilding &
Marine Engineering
Co., Ltd.............. 428,515 -- -- 78,591 107,454 614,560
Daewoo Heavy Industries
& Machinery Ltd....... 186,153 -- -- 2,939 (177) 188,915
Seoul Debt Restructuring
Fund.................. 259,384 -- 140,335 (4,939) -- 114,110
Arirang Restructuring
Fund.................. 132,763 -- 18,954 (12,242) -- 101,567
Mukoonghwa
Restructuring Fund.... 147,084 -- 21,855 (465) -- 124,764
Korea Electric Power
Corp.................. 3,634,862 -- 75,931 1,007,385 (25,273) 4,541,043
Hankang Restructuring
Fund.................. 147,802 -- 56,532 6,000 -- 97,270
Others.................. 330,825 275,054 1,969 (1,246) (353) 602,311
-------------- ------------ ------------ -------------- ------------ --------------
(Won)6,034,406 (Won)270,633 (Won)315,576 (Won) 977,194 (Won) 74,882 (Won)7,041,539
============== ============ ============ ============== ============ ==============
- --------
(*) Valuation gain or loss includes loss on foreign currency translation
amounting to (Won)8,117 million for the year ended December 31, 2002.
43
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
The equity method adjustments are calculated as the difference between the
initial purchase price and the Bank's initial proportionate ownership of the
net book value of investees at the time of purchase. Equity method adjustment
debits are amortized over five years and equity method adjustment credits are
amortized over five years (for those purchased before December 31, 2000) or
weighted average useful lives of tangible assets of investees using the
straight-line method. The accumulated unamortized equity method adjustments are
as follows (millions of Won):
2002 2001
---------------------------- ----------------------------
Equity Method Equity Method Equity Method Equity Method
Adjustment Adjustment Adjustment Adjustment
Debit Credit Debit Credit
------------- -------------- ------------- --------------
Beginning balance.. (Won)318,508 (Won)3,550,739 (Won)245,266 (Won) 10,735
Increase (decrease) (31,120) 24,015 125,815 3,750,927
Amortization....... (71,488) (418,398) (52,573) (210,923)
------------ -------------- ------------ --------------
Ending balance..... (Won)215,900 (Won)3,156,356 (Won)318,508 (Won)3,550,739
============ ============== ============ ==============
Investees in which the Bank holds more than 15% of interest but are not
valued using the equity method as of December 31, 2002 are summarized as
follows (millions of Won):
Ownership Acquisition Fair Value or
(%) Cost Book Value Net Book Value
--------- ----------- ---------- --------------
Korea National Housing Corp. (*1)....... 22.7 1,300,618 1,300,618 1,238,252
Korea Land Development Corp. (*1)....... 26.9 1,161,904 1,161,904 881,293
Korea National Tourism Organization (*1) 43.6 24,370 35,529 139,016
Hyundai Petrochemical Co., Ltd. (*2).... 27.8 60,094 60,094 197,999
KP Chemical Corp. (*2).................. 19.9 94,421 57,597 57,597
Donghae Pulp Co., Ltd. (*2)............. 51.4 24,500 17,395 17,395
Kia Steel Co., Ltd. (*2)................ 17.2 31,945 3,642 3,642
Others (*3)............................. -- 56,240 54,745 31,850
- --------
(*1) Investees which are controlled by the government or government investing
companies.
(*2) Investees under court receivership, workout process and other
restructuring process.
(*3) Investees whose total assets are less than (Won)7,000 million.
44
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
As of December 31, 2002, the Bank used unaudited or unreviewed financial
statements for the following investees (millions of Won):
Expected time Pre Adjusted
of closing Net Book Value Adjustment Net Book Value
------------- -------------- ----------- --------------
The KDB Capital Corp......... May, 2003 (Won) 114,353 (Won)(8,871)(*) (Won) 105,482
Daewoo Securities Co., Ltd... May, 2003 1,185,908 (1)(*) 1,185,907
Daewoo Shipbuilding & Marine
Engineering Co., Ltd....... March, 2003 1,256,642 -- 1,256,642
Pan Ocean Shipping Co., Ltd.. March, 2003 190,505 -- 190,505
Mukoonghwa Restructuring Fund May, 2003 285,408 -- 285,408
Seoul Debt Restructuring Fund May, 2003 260,525 -- 260,525
Hankang Restructuring Fund... May, 2003 422,794 -- 422,794
Arirang Restructuring Fund... May, 2003 232,253 -- 232,253
Others....................... March or
May, 2003 156,183 -- 156,183
- --------
(*) Adjustment made by using the Bank's standard provision ratio for possible
loan losses.
Unaudited or unreviewed financial statements were used due to the
difference in the fiscal year-end, or closing delay of the investees and other
reasons. The most recent audited or reviewed financial statements, except for
the above investees, were used for the equity method investees.
Investment securities denominated in foreign currency as of December 31,
2002 and 2001 comprise the following:
Foreign Currency (In Thousands) Millions of Won
-------------------------------------- -----------------------------
2002 2001 2002 2001
-------------------- ----------------- -------------- --------------
Securities available-for-sale
US$ 1,359,939 US$ 806,460 (Won)1,632,470 (Won)1,069,448
JPY 42,643,208 JPY 32,448,921 431,920 327,539
EUR 16,394 EUR 7,699 20,613 9,028
DEM -- DEM 33,021 -- 19,797
SGD 2,490 SGD 2,549 1,722 1,829
CHF 90 CHF 669 78 530
GBP 4,027 GBP -- 7,753 --
CNY 30,001 CNY -- 4,351
-------------- --------------
(Won)2,098,907 (Won)1,428,171
============== ==============
Securities held-to-maturity
JPY 17,172,020 JPY 16,059,582 (Won) 173,930 (Won) 162,106
US$ 744,842 US$ 643,938 894,109 853,926
EUR 2,006 EUR -- 2,523 --
-------------- --------------
(Won)1,070,562 (Won)1,016,032
============== ==============
45
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Issuers of the securities held by the Bank as of December 31, 2002 and 2001
are categorized as follows:
Millions of Won Percentage (%)
------------------------------- --------------
2002 2001 2002.12.31
--------------- --------------- --------------
By country
The Republic of Korea....................... (Won)25,793,484 (Won)24,883,635 97.78
The Philippines............................. 68,093 123,963 0.26
Thailand.................................... 16,343 19,094 0.06
Indonesia................................... 8,383 20,909 0.03
Others...................................... 492,023 260,446 1.87
--------------- --------------- ------
(Won)26,378,326 (Won)25,308,047 100.00
=============== =============== ======
Millions of Won Percentage (%)
------------------------------- --------------
2002 2001 2001.12.31
--------------- --------------- --------------
By issuer
Korea Electric Power Corporation............ (Won) 4,659,477 (Won) 3,634,862 17.66
Korea National Housing Corp................. 1,606,211 1,603,433 6.09
Korea Highway Corporation................... 1,450,238 1,430,184 5.50
Korea Deposit Insurance Corp................ 1,333,077 1,350,764 5.05
Korea Land Development Corp................. 1,191,328 1,191,629 4.52
Korea Asset Management Corp................. 585,197 761,243 2.22
Others...................................... 15,552,798 15,335,932 58.96
--------------- --------------- ------
(Won)26,378,326 (Won)25,308,047 100.00
=============== =============== ======
Millions of Won Percentage (%)
------------------------------- --------------
2002 2001 2002.12.31
--------------- --------------- --------------
By industry
Banking and insurance....................... (Won) 7,269,345 (Won) 7,208,018 27.56
Manufacturing............................... 5,586,592 4,715,490 21.18
Construction................................ 3,966,773 4,163,905 15.04
Electric, gas and water supply industry..... 4,906,646 4,147,909 18.60
Public administration and national defense.. 2,130,266 2,316,380 8.07
Others...................................... 2,518,704 2,756,345 9.55
--------------- --------------- ------
(Won)26,378,326 (Won)25,308,047 100.00
=============== =============== ======
46
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
5. Loans:
Loans as of December 31, 2002 and 2001 comprise the following:
Millions of Won
--------------------------------
2002 2001
--------------- ---------------
Loans in Won.................................. (Won)14,389,340 (Won)17,456,629
Loans in foreign currency..................... 16,118,522 18,234,381
Other loans................................... 15,626,307 13,746,730
--------------- ---------------
46,134,169 49,437,740
Less: Provision for possible loan losses.. (1,089,983) (1,835,652)
Present value discount account....... (126,955) (331,227)
--------------- ---------------
(Won)44,917,231 (Won)47,270,861
=============== ===============
Loans in Won and foreign currency as of December 31, 2002 and 2001 comprise
the following:
(1) Loans in Won
Annual
Average
Interest rate
(%) Millions of Won
------------- -------------------------------
2002.12.31 2002 2001
------------- --------------- ---------------
Loans for working capital:
Industrial fund loans.. 8.18 (Won) 2,954,632 (Won) 5,045,799
Government fund loans.. 5.83 551,690 605,180
Overdrafts............. 10.38 77,489 333,729
Others................. 5.82-7.81 838,419 860,038
--------------- ---------------
4,422,230 6,844,746
--------------- ---------------
Loans for facilities:
Industrial fund loans.. 8.14 7,060,734 7,805,907
Government fund loans.. 5.77 924,386 1,040,819
Others................. 4.46-7.62 1,981,990 1,765,157
--------------- ---------------
9,967,110 10,611,883
--------------- ---------------
(Won)14,389,340 (Won)17,456,629
=============== ===============
47
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
(2) Loans in foreign currency
Annual Average
Interest Rate (%) Millions of Won
----------------- -------------------------------
2002.12.31 2002 2001
----------------- --------------- ---------------
Loans for working capital:
Local currency loans denominated in foreign
currencies.................................... 5.24 (Won) 878,387 (Won) 1,369,883
Foreign currency loans.......................... 3.36 981,347 1,317,037
Others.......................................... 3.13 607,381 223,163
--------------- ---------------
2,467,115 2,910,083
--------------- ---------------
Loans for facilities:
Local currency loans denominated in foreign
currencies.................................... 4.11 4,597,906 5,178,075
Foreign currency loans.......................... 4.08 2,423,167 2,509,006
Offshore loans in foreign currencies............ 3.44 1,291,518 1,753,187
Loans to Asian Development Bank................. 2.63 1,208,755 1,335,968
Loans to International Bank for Reconstruction
and Development............................... 2.96 4,115,638 4,547,409
Others.......................................... 4.21 14,423 653
--------------- ---------------
13,651,407 15,324,298
--------------- ---------------
(Won)16,118,522 (Won)18,234,381
=============== ===============
48
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
(3) Other loans
Millions of Won
-------------------------------
2002 2001
--------------- ---------------
Notes purchased............................ (Won) 4,887 (Won) 4,340
Bills purchased............................ 3,045,154 3,511,753
Advances for customers..................... 75,316 155,629
Bonds purchased under repurchase agreements 161,805 --
Call loans................................. 742,276 2,054,998
Domestic import usance bills............... 3,352,839 806,170
Debentures accepted by private subscription 7,777,071 6,686,098
Others (*)................................. 466,959 527,742
--------------- ---------------
(Won)15,626,307 (Won)13,746,730
=============== ===============
- --------
(*) Included loans to be converted to equity amounting to (Won)438,749 million
as follows:
Amounts Restriction
(Millions of Won) Conversion Price on Disposition
----------------- ---------------- ----------------------
Ssangyong Cement Co., Ltd.......... (Won)400,000 (Won)5,000/share Till December 31, 2005
Daewoo Engineering & Construction
Co., Ltd......................... 13,512 (Won)5,000/share Till December 31, 2003
Hynix Semiconductor Co., Ltd....... 25,237 (Won)5,000/share Till December 31, 2003
------------
(Won)438,749
============
The maturity of loans in Won and foreign currency as of December 31, 2002
are as follows:
Loans for
Working Loans for
Loans for Capital in Facility in
Working Loans for Foreign Foreign
Maturing On or Before Capital in Won Facility in Won Currency Currency Total
- --------------------- -------------- --------------- -------------- --------------- ---------------
Mar. 31, 2003.... (Won) 870,531 (Won) 414,730 (Won) 484,496 (Won) 527,085 (Won) 2,296,842
Jun. 30, 2003.... 538,411 416,999 386,410 502,269 1,844,089
Dec. 31, 2003.... 975,320 783,326 843,253 1,243,756 3,845,655
Dec. 31, 2004.... 935,747 1,797,600 528,794 2,142,204 5,404,345
Dec. 31, 2005.... 199,923 1,912,797 89,949 3,087,782 5,290,451
Dec. 31, 2006.... 257,775 1,324,950 72,950 1,402,478 3,058,153
Dec. 31, 2007.... 180,968 1,042,510 23,072 1,102,681 2,349,231
Thereafter....... 463,555 2,274,198 38,191 3,643,152 6,419,096
-------------- -------------- -------------- --------------- ---------------
(Won)4,422,230 (Won)9,967,110 (Won)2,467,115 (Won)13,651,407 (Won)30,507,862
============== ============== ============== =============== ===============
49
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
As of December 31, 2002 and 2001, a provision for possible loan losses and
doubtful accounts is provided as follows:
Millions of Won
-----------------------------
2002 2001
-------------- --------------
Loans
Loans in Won and foreign currency and notes purchased.. (Won) 527,474 (Won)1,349,978
Bills purchased........................................ 39,773 224,834
Advances for customers................................. 3,803 17,976
Call loans............................................. 143 980
Domestic import usance bills........................... 104,441 11,367
Debentures accepted by private subscription............ 100,777 135,086
Other loans............................................ 313,572 95,431
-------------- --------------
1,089,983 1,835,652
Other assets............................................... 4,946 90,146
-------------- --------------
(Won)1,094,929 (Won)1,925,798
============== ==============
Changes in the provision for possible loan losses during the years ended
December 31, 2002 and 2001 are as follows (millions of Won) :
2002
----------------------------------------------
Loans Other Assets Total 2001
--------------- ------------ --------------- --------------
Balance at the beginning of the year....... (Won) 1,835,652 (Won) 90,146 (Won) 1,925,798 (Won)2,255,735
Changes in overseas branches due to foreign
currency translation..................... (3,378) -- (3,378) 3,638
Transfer from loans repurchased............ 79,161 -- 79,161 253,781
Write-offs due to loan restructuring....... (20,360) -- (20,360) (158,557)
Current write-offs......................... (1,593,255) (13,347) (1,606,602) (463,004)
Current provision (reversal)............... 623,553 (71,853) 551,700 (141,338)
Others..................................... 168,611 -- 168,611 175,543
--------------- ------------ --------------- --------------
(Won) 1,089,984 (Won) 4,946 (Won) 1,094,930 (Won)1,925,798
=============== ============ =============== ==============
50
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
As of December 31, 2002, classification of loans and provisions for
possible loan losses are as follows (millions of Won):
Provisions for
Possible Loan
Classification Loans (*) Losses Ratio (%)
-------------- --------------- -------------- ---------
Normal........... (Won)37,938,345 (Won) 200,854 0.5
Special attention 2,980,269 576,101 19.3
Substandard...... 715,886 189,236 26.4
Doubtful......... 113,753 67,301 59.2
Loss............. 56,491 56,491 100.0
Others (**)...... 4,202,470 -- --
--------------- -------------- -----
(Won)46,007,214 (Won)1,089,983 2.4
=============== ============== =====
- --------
(*) Present value discounts are deducted.
(**)Loans to the Korean Government or loans guaranteed by the Korean Government.
The provision ratios to total loans and provision ratios to non-performing
loans as of December 31, 2002, 2001 and 2000 are as follows (millions of Won):
2002 2001 2000
--------------- --------------- ---------------
Total loans................. (Won)46,007,214 (Won)49,106,512 (Won)52,155,410
Provisions for possible loss 1,089,983 1,835,652 2,163,037
Provision ratio (%)......... 2.4 3.7 4.1
Non-performing loans........ (Won) 886,130 (Won) 2,036,767 (Won) 4,444,737
Provisions for possible loss 313,028 1,162,328 1,882,229
Provision ratio (%)......... 35.3 57.1 42.3
Restructured loans for 2002 and 2001 due to court receivership, court
mediation or other financial restructuring process are as follows:
Millions of Won
---------------------------
2002 2001
------------ --------------
Changes in contractual terms... (Won) 72,154 (Won) 879,102
Exemption...................... -- 5,818
Conversion to equity investment 775,051 63,647
Conversion to convertible bonds -- 501,247
------------ --------------
Total.......................... (Won)847,205 (Won)1,449,814
============ ==============
51
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
When the contractual terms (i.e., principal, interest rate, or maturity) of
impaired loans are restructured, the Bank adjusts the carrying amount of the
impaired loans to the present value determined based on the restructured terms.
The Bank recognizes losses arising from the restructuring of the impaired loans
as incurred. Loans restructured by changes in contractual terms are as follows
(millions of Won):
Period of Restructuring
------------------------------
2002 2001
-------------- --------------
Beginning
Original amount before restructuring.. (Won)2,208,352 (Won)2,588,016
Present value......................... 1,877,125 2,161,338
-------------- --------------
Present value discount................ 331,227 426,678
-------------- --------------
Increase.................................. 20,360 158,557
Decrease (amortization)................... (224,632) (254,008)
-------------- --------------
(204,272) (95,451)
-------------- --------------
Ending
Original amount before restructuring.. 1,156,979 2,208,352
Present value......................... 1,030,024 1,877,125
-------------- --------------
Present value discount................ (Won) 126,955 (Won) 331,227
============== ==============
The present value discount is amortized using the effective interest rate
method over the redemption period.
The Bank's loan portfolio by nation, major customers and industry as of
December 31, 2002 and 2001 are categorized as follows:
Millions of Won Percentage (%)
------------------------------- --------------
2002 2001 2002.12.31
--------------- --------------- --------------
By nation:
The Republic of Korea.. (Won)29,058,776 (Won)33,801,953 95.3
Indonesia.............. 135,789 232,689 0.4
Russia................. 162,054 198,915 0.5
USA.................... 172,117 87,523 0.6
Others................. 979,126 1,369,930 3.2
--------------- --------------- ------
(Won)30,507,862 (Won)35,691,010 100.00
=============== =============== ======
52
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Percentage
Millions of Won (%)
------------------------------- ----------
2002 2001 2002.12.31
--------------- --------------- ----------
By customer:
Small & Medium Industry Promotion Corp... (Won) 3,352,770 (Won) 3,703,856 11.0
Korea Hydro & Nuclear Power Co., Ltd..... 1,299,679 1,621,499 4.3
Korea Deposit Insurance Corp............. 1,202,210 1,328,259 3.9
Korea Asset Management Corp.............. 730,934 1,165,942 2.4
Korean Airline Co., Ltd.................. 602,616 816,480 2.0
Don Yang Cement Corporation.............. 532,992 -- 1.7
Others................................... 22,786,661 27,054,974 74.7
--------------- --------------- ------
(Won)30,507,862 (Won)35,691,010 100.00
=============== =============== ======
Percentage
Millions of Won (%)
------------------------------- ----------
2002 2001 2002.12.31
--------------- --------------- ----------
By industry:
Manufacturing............................... (Won)13,661,997 (Won)15,694,250 44.8
Banking and insurance....................... 4,163,668 5,417,795 13.7
Electric, gas and water supply industry..... 3,149,387 4,017,839 10.3
Transportation and communication............ 3,425,730 3,971,096 11.2
Public administration and national defense.. 3,734,740 4,176,728 12.2
Others...................................... 2,372,340 2,413,302 7.8
--------------- --------------- ------
(Won)30,507,862 (Won)35,691,010 100.00
=============== =============== ======
6. Premises and Equipment:
Premises and equipment as of December 31, 2002 and 2001 comprise the
following:
Millions of Won
----------------------------------------------------------------------------
Acquisition Cost or
Revaluation Accumulated Depreciation Net Book Value
------------------------- ------------------------ -------------------------
2002 2001 2002 2001 2002 2001
------------ ------------ ------------ ----------- ------------ ------------
Land.................... (Won)330,630 (Won)361,828 (Won) -- (Won) -- (Won)330,630 (Won)361,828
Buildings and structures 357,592 355,783 29,944 21,152 327,648 334,631
Machinery............... 53,906 45,256 39,409 36,577 14,497 8,679
Vehicles................ 1,324 1,237 930 939 394 298
Construction in progress 759 107 -- -- 759 107
Others.................. 27,690 26,882 19,666 16,632 8,024 10,250
------------ ------------ ------------ ----------- ------------ ------------
(Won)771,901 (Won)791,093 (Won) 89,949 (Won)75,300 (Won)681,952 (Won)715,793
============ ============ ============ =========== ============ ============
53
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
As of December 31, 2002 and 2001, the government-posted prices of the
Bank's land amounted to (Won)240,363 million and (Won)263,890 million,
respectively.
The Bank's premises and equipment, other than construction in-progress, are
covered by insurance policies against fire and other casualty losses.
Automotive equipment is covered by a legal and general insurance policy.
7. Other Assets:
Other assets as of December 31, 2002 and 2001 comprise the following:
Millions of Won
------------------------------
2002 2001
-------------- --------------
Prepaid expenses................... (Won) 309,743 (Won) 354,977
Receivables........................ 1,797,526 2,105,145
Accrued income..................... 431,606 496,468
Intangible assets.................. 47,662 42,125
Deferred income tax assets......... 146,834 146,709
Others............................. 460,709 609,125
-------------- --------------
3,194,080 3,754,549
Loss: Provision for possible losses (4,946) (90,146)
Present value discount...... (124) (2,046)
-------------- --------------
(Won)3,189,010 (Won)3,662,357
============== ==============
54
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
8. Deposits:
Deposits as of December 31, 2002 and 2001 comprise the following:
Annual Average
Interest Rate (%) Millions of Won
----------------- ------------------------------
2002.12.31 2002 2001
----------------- -------------- ---------------
Won currency deposits:
Demand deposits
Checking deposits..................... -- (Won) 1,537 (Won) 1,784
Temporary deposits.................... 0.02 150,929 188,764
Passbook deposits..................... 0.94 71,891 25,828
Others................................ 1.00 14,316 234
-------------- ---------------
238,673 216,610
-------------- ---------------
Time and savings deposits
Time deposits......................... 5.38 3,777,189 3,794,788
Installment savings deposits.......... 7.15 133,769 165,544
Corporate savings deposits............ 3.84 2,104,439 2,094,579
Savings deposits...................... 3.03 172,263 196,744
Long-term savings for households...... 11.39 168,930 130,712
Others................................ 9.68 114,105 70,453
-------------- ---------------
6,470,695 6,452,820
-------------- ---------------
6,709,368 6,669,430
-------------- ---------------
Foreign currency deposits:
Demand deposits
Checking deposits..................... -- 46,900 61,487
Passbook deposits..................... 0.59 248,586 399,474
Temporary deposits.................... 0.33 146 993
Others................................ 0.91 1,275 4,524
-------------- ---------------
296,907 466,478
-------------- ---------------
Savings deposits
Time deposits......................... 1.73 213,579 1,097,033
-------------- ---------------
510,486 1,563,511
-------------- ---------------
Negotiable certificates of deposits........... 4.27 1,525,450 2,250,394
-------------- ---------------
(Won)8,745,304 (Won)10,483,335
============== ===============
55
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
The maturities of time and savings deposits in Won and foreign currency as
of December 31, 2002 are as follows (millions of Won):
Time
Installment Deposits
Savings in Foreign
Maturing On or Before Time Deposits Deposits Currency Total
--------------------- -------------- ------------ ------------ --------------
Mar. 31, 2003.... (Won)1,334,884 (Won) 16,860 (Won)149,408 (Won)1,501,152
Jun. 30, 2003.... 803,392 18,969 35,645 858,006
Dec. 31, 2003.... 1,342,235 49,801 27,104 1,419,140
Dec. 31, 2004.... 230,470 42,357 1,422 274,249
Dec. 31, 2005.... 56,239 5,781 -- 62,020
Dec. 31, 2006.... 8,697 1 -- 8,698
Dec. 31, 2007.... 1,272 -- -- 1,272
-------------- ------------ ------------ --------------
(Won)3,777,189 (Won)133,769 (Won)213,579 (Won)4,124,537
============== ============ ============ ==============
56
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
9. Borrowings:
Borrowings as of December 31, 2002 and 2001 comprise the following:
Annual Average
Interest Rate (%) Millions of Won
----------------- -------------------------------
2002.12.31 2002 2001
----------------- --------------- ---------------
Won currency borrowings
Ministry of Finance and Economy............... 5.24 (Won) 2,192,150 (Won) 2,448,672
Industrial Bank of Korea...................... 4.87 476,596 368,223
Small & Medium Industry Promotion Fund........ 5.36 260,203 310,230
Ministry of Culture and Tourism............... 4.20 519,669 421,238
Korea Energy Management Corporation........... 4.71 467,586 370,012
Local governments............................. 4.74 80,848 90,286
Others........................................ 5.34-8.93 367,845 272,857
--------------- ---------------
4,364,897 4,281,518
--------------- ---------------
Foreign currency borrowings
Small & Medium Industry Promotion Fund........ 3.14 209 1,311
KfW group in Germany ("KFW").................. 3.02 34,472 44,755
Asian Development Bank ("ADB")................ 2.54 3,609,587 3,988,168
International Bank for Reconstruction and
Development ("IBRD")........................ 2.85 5,669,560 6,262,696
The Japan Bank for International Cooperation
("JBIC").................................... 0.86 229,034 269,634
The Bank of Korea............................. 2.25 156,088 254,712
Others........................................ 0.86-3.34 7,735,910 4,357,012
--------------- ---------------
17,434,860 15,178,288
--------------- ---------------
Other borrowings
Bonds sold under repurchase agreements........ -- 2,333,885 1,324,756
Notes sold.................................... -- 2,504 2,838
Call money.................................... -- 322,939 565,978
--------------- ---------------
2,659,328 1,893,572
--------------- ---------------
(Won)24,459,085 (Won)21,353,378
=============== ===============
The repayment of (Won)229,034 million included in the borrowings above are
guaranteed by the Korean Government.
The Bank entered into an agreement with the JBIC (Japan Bank for
International Cooperation) relating to the borrowings amounting to (Won)229,034
millions to be used for designated purposes. As of December 31, 2002, the Bank
has local loans denominated in foreign currency and foreign currency loans
amounting (Won)209,668 million and (Won)19,366 million, respectively, relating
to this borrowing.
57
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
The maturities of borrowings in Won and foreign currency as of December 31,
2002 are as follows (millions of Won):
Won Currency Foreign Currency
Maturing On or Before Borrowings Borrowings Total
--------------------- -------------- ---------------- ---------------
Mar. 31, 2003.... (Won) 149,057 (Won) 3,985,322 (Won) 4,134,379
Jun. 30, 2003.... 98,124 1,227,262 1,325,386
Dec. 31, 2003.... 214,863 1,592,037 1,806,900
Dec. 31, 2004.... 575,499 3,775,643 4,351,142
Dec. 31, 2005.... 603,516 2,266,420 2,869,936
Dec. 31, 2006.... 577,414 855,346 1,432,760
Dec. 31, 2007.... 495,436 788,350 1,283,786
Thereafter....... 1,650,988 2,944,480 4,595,468
-------------- --------------- ---------------
(Won)4,364,897 (Won)17,434,860 (Won)21,799,757
============== =============== ===============
The subordinated debt included in borrowings as of December 31, 2002
comprises the following:
Annual Average
Type Interest Rate (%) Millions of Won Condition of Borrowings
- ---- ----------------- --------------- -------------------------
Government fund.......................... 5.24 (Won) 2,191,846 Installment reimbursement
Agency for International Development
relending facilities................... 2.00 304 Installment reimbursement
Asian Development Bank relending
facilities............................. 2.54 3,609,587 Lump sum reimbursement
International Bank for Reconstruction and
Development relending facilities....... 2.85 5,669,560 Installment reimbursement
---------------
(Won)11,471,297
===============
10. Industrial Finance Bonds:
Industrial finance bonds ("IFB") as of December 31, 2002 and 2001 comprise
the following:
Annual
Interest Rate (%) Millions of Won
----------------- --------------------------------
2002.12.31 2002 2001
----------------- --------------- ---------------
IFB in Won...................... 6.93 (Won)24,352,837 (Won)24,491,004
IFB in foreign currency......... 0.91-8.60 8,066,690 9,494,910
Offshore IFB in foreign currency 1.65-9.00 1,216,557 2,649,953
--------------- ---------------
33,636,084 36,635,867
--------------- ---------------
Premiums on IFB............. 16,396 292
Discounts on IFB............ (52,460) (81,868)
--------------- ---------------
(Won)33,600,020 (Won)36,554,291
=============== ===============
58
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Under the Korea Development Bank Act, the Bank has authority to issue
industrial finance bonds. The amount of issued bonds and guarantees outstanding
by the Bank are limited to the amount of 30 times of paid-in capital and legal
reserve. Bonds purchased or guaranteed by the Korean Government are not
included in the limit. When existing bonds are refinanced or guarantees are
executed, the limit is temporarily not applied. The amount of issued bonds
guaranteed by the Korean Government as of December 31, 2002 and 2001 amounted
to (Won)4,000 million and (Won)14,910 million, respectively.
The Bank acquired (Won)277,471 million and (Won)369,260 million of
industrial finance bonds as of December 31, 2002 and 2001, respectively. The
treasury bonds are deducted from industrial finance bonds.
The maturities of IFB as of December 31, 2002 are as follows (millions of
Won):
Offshore IFB in
IFB in Foreign Foreign
Maturing On or Before IFB in Won Currency Currency Total
- --------------------- --------------- -------------- --------------- ---------------
Mar. 31, 2003.... (Won) 2,640,550 (Won) 454,694 (Won) 105,335 (Won) 3,200,579
Jun. 30, 2003.... 2,946,063 312,910 -- 3,258,973
Dec. 31, 2003.... 6,513,800 684,468 206,469 7,404,737
Dec. 31, 2004.... 4,565,747 1,947,867 447,749 6,961,363
Dec. 31, 2005.... 6,424,492 713,767 -- 7,138,259
Dec. 31, 2006.... 821,435 2,766,049 409,585 3,997,069
Dec. 31, 2007.... 294,370 664,161 47,419 1,005,950
Thereafter....... 146,380 522,774 -- 669,154
--------------- -------------- -------------- ---------------
(Won)24,352,837 (Won)8,066,690 (Won)1,216,557 (Won)33,636,084
=============== ============== ============== ===============
- --------
(*) Premium and discount on bonds are excluded.
11. Other Liabilities:
Other liabilities as of December 31, 2002 and 2001 comprise the following:
Millions of Won
-----------------------------
2002 2001
-------------- --------------
Payables............................ (Won)1,804,464 (Won)2,093,876
Accrued expenses.................... 909,732 862,699
Advanced income..................... 168,004 203,996
Guarantee deposits.................. 29,500 37,406
Advances received on IFB............ 14,476 6,249
Provisions for possible other losses 208,358 227,194
Trust account debit................. 249,677 370,890
Others.............................. 151,011 108,561
-------------- --------------
(Won)3,535,222 (Won)3,910,871
============== ==============
59
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
12. Guarantees Outstanding and Commitments:
The Bank provides guarantees for its customers. Guarantees outstanding and
the related provision for possible loss as of December 31, 2002 and 2001 are as
follows (millions of Won):
Guarantees Amount Provision for Possible Loss
----------------------------- ---------------------------
2002 2001 2002 2001
-------------- -------------- ----------- ------------
Acceptances.......................... (Won)1,135,796 (Won)4,443,871 (Won) 237 (Won) 56,733
Guarantees on local borrowings....... 930,529 1,285,079 684 7,255
Guarantees on indebtedness in foreign
currency........................... 3,435,820 4,109,326 62,286 75,730
Letters of guarantee for importers... 37,836 34,330 16 1,262
-------------- -------------- ----------- ------------
(Won)5,539,981 (Won)9,872,606 (Won)63,223 (Won)140,980
============== ============== =========== ============
The unsettled guarantees and commitments provided by the Bank as of
December 31, 2002 and 2001 are as follows:
Millions of Won
-------------------------------
2002 2001
--------------- ---------------
Unsettled guarantees
Local letter of credit issuance.... (Won) 10,224 (Won) 11,695
Foreign letter of credit issuance.. 1,463,845 1,376,794
Others............................. 760,562 455,070
--------------- ---------------
2,234,631 1,843,559
--------------- ---------------
Commitments
For loans in Won................... 7,078,917 6,827,927
For loans foreign currency......... 689,436 612,450
--------------- ---------------
7,768,353 7,440,377
--------------- ---------------
Bonds sold under repurchase agreements. 354,728 781,532
--------------- ---------------
(Won)10,357,712 (Won)10,065,468
=============== ===============
13. Commitments and Contingencies:
The Bank has entered into agreements to provide certain syndicated loans
with foreign banks. The total amount available under such loans are US$107,125
thousand (equivalent to (Won)128,593 million) and (Won)40,700 million, of which
US$55,392 thousand (equivalent to (Won)66,493 million) and (Won)35,700 million,
respectively, have not been withdrawn by borrowers as of December 31, 2002.
During 1998, the Bank sold with recourse (Won)3,084,141 million of
non-performing loans classified as substandard or below to the Korea Asset
Management Corporation for proceeds amounting to (Won)1,339,629 million. The
resulting loss was recorded as a loss on disposition of loans during 1998.
During 2002, the Bank recognized losses from the settlement of such loans in
the amount of (Won)107 million. As of December 31, 2002, the Bank recorded a
provision for possible losses from disposition of unsettled loans amounting to
(Won)102,054 million as other liabilities (see Note 11).
60
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Loans sold off to KDB First Securitization Specialty Co., Ltd. and others
in accordance with the Asset Securitization Plan as of December 31, 2002
comprise the following (millions of Won):
Retained
Subordinated
Book Selling Debt
Disposal Date Value Price Securities Collateral (*)
------------------ -------------- -------------- ------------ --------------
KDB First SPC. June 8, 2000 (Won) 950,627 (Won) 600,000 (Won)201,800 (Won)120,000
KDB Second SPC November 8, 2000 914,764 423,600 143,600 80,000
KDB Third SPC. September 20, 2001 1,793,546 949,900 349,900 185,000
KDB Fifth SPC. December 13, 2001 765,358 528,400 238,400 100,000
-------------- -------------- ------------ ------------
(Won)4,424,295 (Won)2,501,900 (Won)933,700 (Won)485,000
============== ============== ============ ============
- --------
(*) Investment securities are provided as collateral (see Note 4).
According to the contracts on asset transfers stipulating warranty for the
assets above, the Bank has a responsibility of warranty up to 30 percent of the
proceeds when the principal or a part of the interest is not repaid at the
expected due date of the cash flows payment schedule.
The Bank sold off (Won)435,159 million and (Won)3,120,559 million of loans
in 2002 and 2001 to KDB LONESTAR CRC and Korea Asset Management Corporation.
The Bank recorded gains and losses from the disposition of the loans amounting
to (Won)57,555 million and (Won)50,348 million in 2002, respectively, and
(Won)497,109 million and (Won)1,571,413 million in 2001, respectively.
The Bank has provided credit lines to several securitization specialty
companies amounting to (Won)7,768,353 million, of which (Won)5,626 million was
withdrawn as of December 31, 2002.
In response to the generally unstable economic conditions, the Korean
government and the private sector have been implementing structural reforms to
historical business practices. Implementation of these reforms is progressing
slowly, particularly in the areas of restructuring private enterprises and
reforming the banking industry. The Korean government continues to apply
pressure to Korean companies to restructure into more efficient and profitable
firms. The Bank may be either directly or indirectly affected by these
generally unstable economic conditions and the reform program described above.
The accompanying financial statements reflect management's assessment of the
impact to date of the economic situation on the financial position of the Bank.
Actual results may differ materially from management's current assessment.
The Bank provided loans amounting to (Won)1,503,631 million and securities
amounting to (Won)121,889 million on December 31, 2002 for companies under
workout, court receivership, court mediation and other restructuring process.
The Bank provided (Won)278,734 million for possible loan losses and (Won)32,697
million for present value discount with regard to the above loans and
securities. Actual results of the credit loss from the loans to the customers
could differ from the provisions reserved.
61
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
14. Derivative Financial Instruments and the Related Contracts:
The Bank utilizes derivative financial instruments to hedge against
financial market risks or for trading purposes.
In case of trading purposes, the Bank uses futures and forward contracts,
swaps, and options, in order to gain a profit from short-term fluctuations of
the underlying value of the derivatives, by forecasting the future interest
rate, exchange rate or other variables affecting the value of the instruments.
Furthermore, the Bank also trades the instruments to hedge against the
derivative financial instruments purchased by the Bank's customers.
Additionally, the trading derivatives include the derivatives used to hedge
the exchange rate of the Bank's foreign currency assets and liabilities and
interest rate of the Bank's loans and borrowings, of which the underlying
assets and liabilities are already valued at fair market value in accordance
with the financial accounting standards generally accepted in the Republic of
Korea or the position hedging transactions in which derivative instruments are
not specifically identified to the underlying transactions.
The hedging instruments generally include the cross currency swaps and/or
interest rate swaps used to hedge the borrowings and bonds denominated in
foreign currency from the exchange rate and/or the interest rate risks. Those
hedging transactions are made with foreign financial institutions and domestic
banks. The hedging instruments also include the interest swaps used to reduce
interest rate risks of the Industrial Finance Bonds issued in Won.
62
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
The unsettled contract amount of the Bank's derivatives and the related
valuation gain (loss) are as follows (millions of Won):
Unsettled Contract Amount Valuation Gain /Loss (I/S)
---------------------------------------------- ------------------------------------------ Valuation
Trading Hedging Trading Hedging Gain/Loss
Total Purpose Purpose Total Purpose Purpose (B/S)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
Interest rate
Forward.......... (Won) 324,108 (Won) 324,108 (Won) -- (Won) 12 (Won) 12 (Won) -- (Won) 12
Futures.......... 7,333,834 7,333,834 -- 38,981 38,981 -- --
Swap............. 39,207,910 38,940,740 267,170 60,308 (94,319) 154,627 318,632
Option
-Buy.......... 320,000 320,000 -- 5,381 5,381 -- 4,805
-Sell......... 320,000 320,000 -- (3,455) 579 (4,034) (3,724)
Futures Option
-Buy.......... 5,275 5,275 -- 70 70 -- 110
-Sell......... 1,394 1,394 -- (3) (3) -- (6)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
47,512,521 47,245,351 267,170 101,294 (49,299) 150,593 319,829
=============== =============== ============== ============= ============= ============ =============
Currency
Forward.......... 8,595,470 8,595,470 -- 130,091 130,091 -- 135,933
Futures.......... 41,054 41,054 -- -- -- -- --
Swap............. 15,037,377 13,779,069 1,258,308 (222,405) (426,967) 204,562 (230,237)
Option
-Buy.......... 761,187 761,187 -- (9,206) (9,206) -- 10,111
-Sell......... 680,503 680,503 -- 5,447 5,447 -- (14,705)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
25,115,591 23,857,283 1,258,308 (96,073) (300,635) 204,562 (98,898)
Equity Option
Buy.............. 169,212 169,212 -- 13,599 13,599 -- 14,729
Sell............. 164,211 164,211 -- 6,945 6,945 -- (14,699)
--------------- --------------- -------------- ------------- ------------- ------------ -------------
333,423 333,423 -- 20,544 20,544 -- 30
--------------- --------------- -------------- ------------- ------------- ------------ -------------
(Won)72,961,535 (Won)71,436,057 (Won)1,525,478 (Won) 25,765 (Won)(329,390) (Won)355,155 (Won) 220,961
=============== =============== ============== ============= ============= ============ =============
63
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
15. Equity:
Paid-in Capital
The Bank increased and decreased its paid-in capital several times
including a (Won)3,000,000 million investment in kind by 127,086,333 shares of
Korea Electric Power Corporation valued at (Won)23,606 per share on June 20,
2001, (Won)50,000 million cash injection on December 29, 2001, and the raising
of (Won)100,000 million and the reduction of (Won)959,800 million paid-in
capital for the year ended in December 31, 2000. Paid-in capital of the Bank as
of December 31, 2002 is (Won)7,161,861 million.
Capital Surplus
In accordance with a resolution of the Board of Directors, the Bank
decreased its paid-in capital used to offset accumulated deficit and the
capital surplus of the Bank as of December 31, 2002 are as follows (millions of
Won):
Decrease Offsetted
in Paid-in Accumulated Capital
Resolution of Board of Directors Capital Deficit Surplus
-------------------------------- -------------- -------------- -----------
October 27, 1998......... (Won)4,218,800 (Won)4,184,046 (Won)34,754
November 22, 2000........ 959,800 950,181 9,619
-------------- -------------- -----------
(Won)5,178,600 (Won)5,134,227 (Won)44,373
============== ============== ===========
Legal Reserve
The Korea Development Bank Act requires the Bank to appropriate net income
as a legal reserve. This reserve can be transferred to paid-in capital or used
to offset accumulated deficit.
Offsetting of Accumulated Deficit
In accordance with the Korea Development Bank Act, the Bank offsets
accumulated deficit with reserves. If reserves are insufficient to eliminate
the accumulated deficit, the Korean Government should complement the
deficiency. Offsetted accumulated deficit with the approval of the Korean
Government since 2000 are as follows:
Year Approval Date Accounts Millions of Won
---- ------------- --------------- ---------------
2000 2001.2.28 Legal reserve (Won) 456,997
Capital reserve 950,181
--------------
(Won)1,407,178
==============
64
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Capital Adjustments
Changes in gains or losses on valuation of investment securities accounted
for as capital adjustments are as follows (millions of Won):
2002 2001
--------------------------- ----------------------------
Investments Investments
in Equity in Debt
Securities Securities Total Total
------------- ------------ ------------- -------------
Beginning Balance................ (Won)(341,507) (Won)(40,710) (Won)(382,217) (Won)(358,068)
Decrease due to disposal......... (39,947) (27,868) (67,815) (57,807)
Current valuation gains or losses (138,463) 28,763 (109,700) 33,658
------------- ------------ ------------- -------------
Ending Balance................... (Won)(519,917) (Won)(39,815) (Won)(559,732) (Won)(382,217)
============= ============ ============= =============
16. Other Non-Interest Revenue (Expense):
Other non-interest revenue (expense) for the years ended December 31, 2002
and 2001 comprise the following (millions of Won):
2002 2001
-------------- --------------
Other non-interest revenue
Gain on foreign currency transactions.................... (Won) 322,392 (Won) 392,429
Reversal of provision for possible losses on guarantees
outstanding............................................ 76,850 105,125
Reversal of provision for possible loan losses........... -- 141,338
Gain on valuation of hedged items........................ 253,781 427,344
Others................................................... 71,132 64,032
-------------- --------------
(Won) 724,155 (Won)1,130,268
============== ==============
Other non-interest expense
Loss on foreign currency transactions.................... (Won) 450,549 (Won) 351,051
Education tax............................................ 24,201 27,208
Deposit insurance expenses............................... 3,918 4,277
Donations................................................ 34,818 41,360
Loss on valuation of hedged items........................ 271,995 273,143
Others................................................... 666,508 85,492
-------------- --------------
(Won)1,451,989 (Won) 782,531
============== ==============
65
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
17. General and Administrative Expenses:
General and administrative expenses for the years ended at December 31,
2002 and 2001 comprise the following:
Millions of Won
-------------------------
2002 2001
------------ ------------
Salaries............ (Won)126,515 (Won)110,905
Retirement allowance 15,503 13,176
Employee benefits... 21,624 20,984
Rent................ 6,685 6,214
Depreciation........ 20,985 21,662
Taxes and dues...... 11,484 11,024
Printing............ 3,381 3,325
Travel.............. 3,141 3,134
Commission.......... 8,726 8,560
Others.............. 48,099 42,248
------------ ------------
(Won)266,143 (Won)241,232
============ ============
18. Non-Operating Income (Expense):
Non-operating income (expense) for the years ended December 31, 2002 and
2001 comprise the following:
Millions of Won
-----------------------------
2002 2001
-------------- --------------
Non-operating income
Gain on disposal of premises and equipment.. (Won) 200 (Won) 75
Rental income............................... 1,070 2,356
Gain on disposal of loans................... 57,555 497,109
Gain from investment securities............. 1,191,817 819,397
Others...................................... 13,829 25,326
-------------- --------------
1,264,471 1,344,263
-------------- --------------
Non-operating expense
Loss on disposal of premises and equipment.. 7,780 17,584
Loss on disposal of loans................... 50,348 1,571,413
Loss from investment securities............. 466,283 312,380
Others...................................... 9,089 1,797
-------------- --------------
533,500 1,903,174
-------------- --------------
(Won) 730,971 (Won) (558,911)
============== ==============
66
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
19. Income Tax Expense:
The statutory income tax rate applicable to the Bank, including resident
tax surcharges, is approximately 29.7%. However, there was no income taxes
payable, except for special additional taxes due to an operating loss
carry-forward.
Income tax expense for the years ended December 31, 2002 and 2001 comprise
the following:
Millions of Won
---------------------
2002 2001
---------- ----------
Income taxes payable (special additional tax) (Won) -- (Won) 706
Deferred income taxes........................ -- 5,434
Income taxes for overseas branches........... 2,063 821
---------- ----------
(Won)2,063 (Won)6,961
========== ==========
The tax effect of major tax adjustments for the years ended December 31,
2002 and 2001 are as follows :
Millions of Won
----------------------------
2002 2001
------------- -------------
Income before income tax expense......................... (Won) 185,935 (Won) 115,917
============= =============
Computed income tax at the expected statutory rate....... 55,223 35,702
------------- -------------
Temporary differences (tax effect):
Provision for possible loan losses................... (67,259) (148,473)
Provision for severance benefits..................... (790) 2,545
Loss on settlement of non-performing loans disposed.. (5,594) (144,271)
Loss on investments using the equity method.......... (299,241) (91,586)
Write-off of loans................................... 308,242 226,333
Provision for guarantees outstanding................. (22,607) (70,271)
Impairment loss on investment securities............. 51,864 (40,742)
Present value discount............................... 7,092 (72,436)
Others............................................... 299,027 (278,165)
------------- -------------
270,734 (617,066)
------------- -------------
Permanent differences (tax effect):
Dividends received Others............................ (12,928) (8,776)
Others............................................... (38,141) 20,451
------------- -------------
(51,069) 11,675
------------- -------------
Tax effect of taxable income............................. 274,888 --
Tax effect of operating loss carry-forward............... 274,888 --
============= =============
Special value added tax.................................. -- 706
------------- -------------
Income taxes payable..................................... (Won) -- (Won) 706
============= =============
67
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Changes in temporary differences for the years ended December 31, 2002 and
2001 are as follows (millions of Won):
Beginning
Balance Decrease Increase Ending Balance
-------------- -------------- --------------- ---------------
Accrued severance benefits................ (Won) 8,264 (Won) 2,659 (Won) -- (Won) 5,605
Acquisition of stocks resulting from the
transfer of capital surplus to common
stock................................... 93,785 1,118 -- 92,667
Loss on valuation of investment
securities.............................. 12,981 1,369 -- 11,612
Gain on valuation of trading securities... (61,887) -- (98,659) (160,546)
Impairment loss on investment equity
securities.............................. 698,145 63,791 154,156 788,510
Impairment loss on investment debt
securities.............................. 361,695 148,410 232,671 445,956
Present value discount.................... 191,497 -- 23,880 215,377
Provision for possible loan losses........ 697,606 697,606 471,144 471,144
Provision for guarantees outstanding...... 139,341 139,341 63,223 63,223
Loss on settlement of non-performing
loans disposed.......................... 227,194 227,194 208,358 208,358
Loss on investment valuation by the equity
method.................................. (160,943) -- (1,007,544) (1,168,487)
Write-off of loans........................ 734,846 162,999 1,200,851 1,772,698
Others.................................... (376,388) (936,775) 171,196 731,583
-------------- -------------- --------------- ---------------
2,566,136 507,712 1,419,276 3,477,700
Operating loss carry-forward.............. 3,558,081 816,761 -- 2,741,320
-------------- -------------- --------------- ---------------
6,124,217 1,324,473 1,419,276 6,219,020
============== ============== =============== ===============
Gross deferred income tax assets.......... (Won)1,818,892 (Won) 393,368 (Won) 421,525 (Won) 1,847,049
============== ============== =============== ===============
Deferred income tax assets recorded on
the balance sheet....................... (Won) 146,709 (Won) 146,834
============== ===============
Considering the future deductibility of accumulated deficit and temporary
differences from future taxable income, the Bank recorded (Won)146,834 million
out of total future income tax benefits of (Won)1,847,049 million.
68
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
20. Average Amounts of Assets and Liabilities Related to Interest Income and
Expense:
Interest income or interest expense and related average amounts of assets
or liabilities for 2002 and 2001 are as follows (millions of Won):
2002 2001
------------------------------- -------------------------------
Average Interest Income Average Interest Income
Amounts or Expense Amounts or Expense
--------------- --------------- --------------- ---------------
(Assets)
Due from banks (Won) 2,321,166 (Won) 62,560 (Won) 3,819,060 (Won) 225,728
Securities.... 12,392,033 668,506 10,752,294 706,048
Loans......... 44,081,790 2,546,169 47,684,966 3,634,930
Others........ 34,280 16,269
-------------- --------------
(Won)3,311,515 (Won)4,582,975
============== ==============
(Liabilities)
Deposits...... (Won) 8,900,359 (Won) 404,641 (Won) 9,192,630 (Won) 532,312
Borrowings.... 20,630,046 671,158 21,672,006 1,174,039
Bonds......... 36,054,817 2,047,937 36,740,049 2,597,114
Others........ 55,244 56,365
-------------- --------------
(Won)3,178,980 (Won)4,359,830
============== ==============
21. Assets and Liabilities Denominated in Foreign Currencies:
Significant assets and liabilities denominated in foreign currencies as of
December 31, 2002 and 2001 are as follows:
Thousands of U.S.$ (*) Millions of Won
--------------------------- -------------------------------
2002 2001 2002 2001
------------- ------------- --------------- ---------------
(Assets)
Cash........................ US$ 1,540 US$ 1,558 (Won) 1,849 (Won) 2,066
Due from banks.............. 1,369,083 1,833,481 1,643,448 2,431,379
Trading securities.......... 323,884 437,452 388,790 580,106
Investment securities....... 2,754,118 1,920,358 3,306,043 2,546,587
Bills bought................ 2,536,782 2,648,181 3,045,154 3,511,753
Call loans.................. 540,318 1,135,800 648,598 1,506,184
Loans....................... 13,427,626 13,750,382 16,118,522 18,234,381
Domestic import usance bills 2,793,102 607,925 3,352,839 806,170
Receivables................. 1,134,060 1,102,357 1,361,326 1,461,836
Other assets................ 1,590,630 1,070,746 1,909,392 1,419,916
------------- ------------- --------------- ---------------
US$26,471,143 US$24,508,240 (Won)31,775,961 (Won)32,500,378
============= ============= =============== ===============
69
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
Thousands of U.S.$ (*) Millions of Won
--------------------------- -------------------------------
2002 2000 2002 2000
------------- ------------- --------------- ---------------
(Liabilities)
Deposits................... US$ 536,105 US$ 1,516,651 (Won) 643,540 (Won) 2,011,231
Borrowings................. 14,524,208 11,445,810 17,434,860 15,178,288
Bonds sold under repurchase
agreements............... 589,872 281,532 708,082 373,340
Call money................. 269,026 204,342 322,939 270,978
Bonds in foreign currency.. 7,714,125 9,136,761 9,260,036 12,116,259
Others..................... 1,746,748 2,077,741 2,096,795 2,755,292
------------- ------------- --------------- ---------------
US$25,380,084 US$24,662,837 (Won)30,466,252 (Won)32,705,388
============= ============= =============== ===============
- --------
(*) Foreign currencies denominated other than in U.S. Dollars have been
converted into U.S. Dollars by using the exchange rate in effect as of
December 31, 2002 and 2001.
22. Operation Results of Trust Accounts:
The income statements of the Trust Accounts for the years ended December
31, 2002 and 2001 are as follows:
Millions of Won
-------------------------
2002 2001
------------ ------------
(Revenue)
Interest income............................ (Won)188,388 (Won)179,446
Gain from securities....................... 51,020 193,267
Others..................................... 22,437 44,952
------------ ------------
(Won)261,845 (Won)417,665
============ ============
(Expenses)
Dividends of trust profits to Beneficiaries (Won)104,408 (Won)299,389
Commissions paid........................... 231 185
Loss from securities....................... 104,025 66,729
Taxes and dues............................. -- 53
Trust fee to the Bank...................... 23,871 22,596
Provisions for possible loan loss.......... 9,196 17,072
Others..................................... 20,114 11,641
------------ ------------
(Won)261,845 (Won)417,665
============ ============
70
THE KOREA DEVELOPMENT BANK
NOTES TO NON-CONSOLIDATED FINANCIAL STATEMENTS (Continued)
December 31, 2002 and 2001
23. Related Party Transactions:
Significant transactions which occurred in the ordinary course of business
with related parties for the years ended December 31, 2002 and 2001 are as
follows:
Millions of Won
-----------------------------
Loans
-----------------------------
2002 2001
-------------- --------------
The KDB Capital Corp.............................. (Won) 325,583 (Won) 735,587
KDB Asia (HK) Ltd................................. 24,008 26,522
Daewoo Shipbuilding & Marine Engineering Co., Ltd. 480,951 412,914
Daewoo Securities Co., Ltd........................ 200,000 200,000
Pan Ocean Shipping Co., Ltd. (*).................. 180,319 --
-------------- --------------
(Won)1,210,861 (Won)1,375,023
============== ==============
- --------
(*) Included as a related party in 2002.
24. Supplemental Cash Flow Information:
Transactions not involving an inflow or outflow of cash are as follows:
Millions of Won
---------------------------
2002 2001
------------ --------------
Capital contribution in kind........ (Won) -- (Won)3,000,000
Loans converted to equity securities 775,051 63,647
71
THE REPUBLIC OF KOREA
Land and History
Territory and Population
Located generally south of the 38th parallel on the Korean peninsula, The
Republic of Korea covers about 38,000 square miles, approximately one-fourth of
which is arable. The Republic's population of approximately 48 million has a
literacy rate of approximately 98%. The country's largest city and capital,
Seoul, has a population of about 11 million people.
Political History
Dr. Rhee Syngman, who was elected president in each of 1948, 1952, 1956 and
1960, dominated the years after the Republic's founding in 1948. Shortly after
President Rhee's resignation in 1960 in response to student-led demonstrations,
a group of military leaders headed by Park Chung Hee assumed power by coup. The
military leaders established a civilian government, and the country elected Mr.
Park as President in October 1963. President Park served as President until his
assassination in 1979 following a period of increasing strife between the
Government and its critics. The Government declared martial law and formed an
interim government under Prime Minister Choi Kyu Hah, who became the next
President. After clashes between the Government and its critics, President Choi
resigned, and General Chun Doo Hwan, who took control of the Korean army,
became President in 1980.
In late 1980, the country approved, by national referendum, a new
Constitution, providing for indirect election of the President by an electoral
college and for certain democratic reforms, and shortly thereafter, in early
1981, re-elected President Chun. Responding to public demonstrations in 1987,
the legislature revised the Constitution to permit direct election of the
President. In December 1987, Roh Tae Woo won the Presidency by a narrow
plurality, after opposition parties led by Kim Young Sam and Kim Dae Jung
failed to unite behind a single candidate. In February 1990, two opposition
political parties, including the one led by Kim Young Sam, merged into
President Roh's ruling Democratic Liberal Party.
In December 1992, the country elected Kim Young Sam as President. The
election of a civilian and former opposition party leader considerably lessened
the controversy concerning the legitimacy of the political regime. President
Kim's administration reformed the political sector and deregulated and
internationalized the Korean economy.
In December 1997, the country elected Kim Dae Jung as President. President
Kim's party, the Millennium Democratic Party (formerly known as the National
Congress for New Politics), formed a coalition with the United Liberal
Democrats led by Kim Jong Pil, with Kim Jong Pil becoming the first prime
minister in President Kim's administration. The coalition, which temporarily
ended before the election held in April 2000, continued with the appointment of
Lee Han Dong of the United Liberal Democrats as the Prime Minister in June
2000. The coalition again ended in September 2001.
In December 2002, the country elected Roh Moo Hyun of the Millennium
Democratic Party as President. President Roh began his term on February 25,
2003. The Roh administration has announced that its key policy priorities will
include:
. pursuing a flexible macroeconomic policy mix to ensure stable economic
growth through balanced growth in domestic demand and exports;
72
. nurturing emerging industries, encouraging research and development, and
improving logistical infrastructure to maximize economic growth potential;
. expanding the economic participation of women and the elderly, while
establishing a sustainable social welfare system that is consistent with
recent socio-economic progress;
. continuing structural reforms that will result in a transparent,
market-driven economy;
. continuing with inter-Korean cooperation; and
. continuing with efforts to resolve the North Korea nuclear issue
peacefully through various diplomatic channels.
Government and Politics
Government and Administrative Structure
Governmental authority in the Republic is centralized and concentrated in a
strong presidency. The President is elected by popular vote and can only serve
one term of five years. The President chairs the State Council, which consists
of the prime minister, the deputy prime ministers, the respective heads of
Government ministries and the ministers of state. The President can select the
members of the State Council and appoint or remove all other Government
officials, except for elected local officials.
The President can veto new legislation and take emergency measures in cases
of natural disaster, serious fiscal or economic crisis, state of war or other
similar circumstances. The President must promptly seek the concurrence of the
National Assembly for any emergency measures taken; failing to do so
automatically invalidates the emergency measures.
The National Assembly exercises the country's legislative power. The
Constitution provides for the direct election of about 85% of the members of
the National Assembly and the distribution of the remaining seats
proportionately among parties winning over 3% of the popular vote. National
Assembly members serve four-year terms. The National Assembly enacts laws,
ratifies treaties and approves the national budget. The executive branch drafts
most legislation and submits it to the National Assembly for approval.
The country's judicial branch comprises the Supreme Court, the
Constitutional Court and lower courts of various levels. The President appoints
the Chief Justice of the Supreme Court and appoints the other Justices of the
Supreme Court upon the recommendation of the Chief Justice. All appointments to
the Supreme Court require the consent of the National Assembly. The Chief
Justice, with the consent of the other Supreme Court Justices, appoints all the
other judges in Korea. Supreme Court Justices serve for six years; all other
judges serve for ten years. Other than the Chief Justice, justices and judges
may be reappointed to successive terms.
The President formally appoints all nine judges of the Constitutional
Court, but three judges must be designated by the National Assembly and three
by the Chief Justice of the Supreme Court. Constitutional Court judges serve
for six years and may be reappointed to successive terms.
Administratively, the Republic comprises nine provinces and seven cities
with provincial status: Seoul, Busan, Daegu, Inchon, Gwangju, Daejon and Ulsan.
From 1961 to 1995, the national government controlled the provinces and the
President appointed provincial officials. Local autonomy, including the
election of provincial officials, was reintroduced in June 1995.
73
Political Organizations
Currently, there are two main political parties, the Grand National Party
("GNP") and the Millennium Democratic Party ("MDP"), which is the current
ruling party.
As of December 31, 2002, the parties controlled the following number of
seats in the National Assembly:
GNP MDP Others Total
--- --- ------ -----
Number of Seats 151 103 18 272
Relations with North Korea
Relations between the Republic and North Korea have been tense over most of
the Republic's history. The Korean War of 1950-1953 began with the invasion of
the Republic by communist forces from North Korea and, following a military
stalemate, an armistice was reached establishing a demilitarized zone monitored
by the United Nations in the vicinity of the 38th parallel.
North Korea maintains a regular military force estimated at more than
1,000,000 troops, mostly concentrated near the northern border of the
demilitarized zone. The Republic's military forces, composed of approximately
690,000 regular troops and almost 3.1 million reserves, maintain a state of
military preparedness along the southern border of the demilitarized zone. The
United States currently maintains approximately 37,000 troops in the Republic.
Over the last few years, relations between the Republic and North Korea
have generally improved, despite occasional difficult periods, such as the June
1999 and June 2002 incidents during which several North Korean naval ships
intruded on the northern boundary of the Republic's territorial waters,
resulting in a series of hostile naval clashes, and the recent events relating
to North Korea's nuclear program discussed below. The Government believes that
general improvement in relations between the Republic and North Korea in the
last several years has stemmed from expectations of increased economic
cooperation. Trade between the two Koreas, which totaled US$287 million in
1995, increased to US$403 million in 2001. In November 1998, the Hyundai Group
began operating tours for South Koreans to visit the Mount Kumgang region of
North Korea after reaching an agreement for such tours with the North Korean
government. In June 2000, then-President Kim Dae Jung met with North Korea's
leader Kim Jong-Il in Pyongyang, North Korea. This was the first summit meeting
between the leaders of the Republic and North Korea since the nation was
divided in 1945. After four rounds of discussions, the summit meeting resulted
in the joint announcement by then-President Kim Dae Jung and North Korea's
leader Kim Jong-Il that the two nations had reached an accord to promote: (1)
the autonomous pursuit of unification; (2) the reunion of separated families;
(3) the promotion of economic cooperation and exchange in various fields; and
(4) the continuation of dialogue to implement the accord. Since the summit, ten
rounds of ministerial talks have been held through April 2003.
In recent months, however, the level of tension between the two Koreas, as
well as between North Korea and the United States, has increased. In response
to North Korea's admission to the maintenance of a nuclear weapons program in
breach of the peace accord executed in October 1994, the United States, Japan,
the Republic and the European Union (which became party to the 1994 accord in
November 2002) decided to suspend shipments of oil to North Korea called for by
the 1994 accord and reiterated their demands for the dismantling of North
Korea's nuclear weapons program. Following the
74
suspension of oil shipments, North Korea removed seals and surveillance
equipment from its Yongbyon nuclear power plant and evicted nuclear inspectors
from the United Nations International Atomic Energy Agency (the "IAEA") in
December 2002. In January 2003, North Korea announced its intention to withdraw
from the Nuclear Non-Proliferation Treaty, refusing to abandon its nuclear
power and arms program unless the United States were to execute a
non-aggression pact. Media reports have stated that North Korea has reactivated
a reactor at its main nuclear complex, the Yongbyon nuclear power plant. In
February 2003, the IAEA referred the nuclear issue to the United Nations
Security Council. In an effort to secure a peaceful negotiated resolution to
these events, the two Koreas continue to hold ministerial talks. In addition,
in April 2003, the United States, North Korea and China held tripartite
discussions in an effort to resolve issues relating to North Korea's nuclear
weapons program, during which North Korea reportedly admitted that it had
already successfully developed nuclear weapons. Although both President Roh of
the Republic and President Bush of the United States have pledged their support
in principle to a peaceful resolution of the situation, there can be no
assurance that the level of tension will not escalate and that such escalation
will not have a material adverse impact on the Republic's economy or its
ability to obtain future funding.
Over the longer term, reunification of the two Koreas could occur.
Reunification may entail a significant economic commitment by the Republic.
Foreign Relations and International Organizations
The Republic maintains diplomatic relations with most nations of the world,
most importantly with the United States with which it entered into a mutual
defense treaty and several economic agreements. The Republic also has important
relationships with Japan and China, its largest trading partners after the
United States.
The Republic belongs to a number of supranational organizations, including:
. the International Monetary Fund (the "IMF");
. the World Bank;
. the Asian Development Bank (the "ADB");
. the Multilateral Investment Guarantee Agency;
. the International Finance Corporation;
. the International Development Association;
. the African Development Bank;
. the European Bank for Reconstruction and Development;
. the Bank for International Settlements; and
. the World Trade Organization (the "WTO").
In September 1991, the Republic and North Korea became members of the
United Nations. During the 1996 and 1997 sessions, the Republic served as a
non-permanent member of the United Nations Security Council.
75
In March 1995, the Republic applied for admission to the Organization for
Economic Cooperation and Development (the "OECD"), which the Republic
officially joined as the twenty-ninth regular member in December 1996.
The Economy
Economic Developments since 1997
In 1997 and 1998, a number of developments described below adversely
affected the Korean economy. Korean companies, including the conglomerates
known as "chaebols" that dominate the Korean economy, banks and other financial
institutions struggled financially, and a significant number of them failed.
Factors that contributed to the financial difficulties included excessive
investment by Korean companies and high levels of debt, including debt
denominated in foreign currencies, incurred by Korean companies. The economic
difficulties of certain Southeast Asian countries beginning in 1997 also
contributed to Korea's problems. During this period, the Republic experienced
significant depreciation of the Won, increases in interest rates, volatile
stock prices, as well as reductions in its foreign currency reserves and
reduced liquidity in the economy. Reflecting these factors, in 1998, GDP
contracted by 6.7% at constant market prices, the inflation rate rose to 7.5%
from 4.4% in 1997 and the unemployment rate rose to 7.0% from 2.6% in 1997.
However, the Korean economy recovered after 1998 and achieved an increase
in GDP of 10.9% in 1999 at constant market prices. In addition, the Republic
recorded a trade surplus of US$23.9 billion in 1999 as the Republic's economic
recovery led to a 28.4% increase in imports and a 8.6% increase in exports. The
Republic recorded GDP growth of 9.3% and a trade surplus of US$11.8 billion in
2000, GDP growth of 3.1% and a trade surplus of US$9.3 billion in 2001 and GDP
growth of 6.3% (based on preliminary data) and a trade surplus of US$10.3
billion in 2002. At the same time, inflation has been managed at relatively low
levels of 0.8% in 1999, 2.3% in 2000, 4.1% in 2001 and 2.7% in 2002. Moreover,
the unemployment rate has continued to decrease in each year since 1998, to
6.3% in 1999, 4.1% in 2000, 3.8% in 2001 and 3.1% in 2002.
The following table sets forth information regarding certain of the
Republic's key economic indicators for the periods indicated.
As of or for the year ended December 31,
- -----------------------------------------------------------------
1997 1998 1999 2000 2001 2002
--------- ---------- ---------- -------- -------- ---------
(In billions of dollars and trillions of won, except percentages)
GDP Growth(1)............ 5.0% (6.7)% 10.9% 9.3% 3.1% 6.3%(2)
Inflation................ 4.4% 7.5% 0.8% 2.3% 4.1% 2.7%
Unemployment(3).......... 2.6% 7.0% 6.3% 4.1% 3.8% 3.1%
Trade Surplus............ $(8.5) $39.0 $23.9 $11.8 $9.3 $10.3
Foreign Currency Reserves $8.9 $48.5 $74.1 $96.2 $102.8 $121.4
External Liabilities..... $159.2 $148.7 $137.1 $131.7 $118.8 $131.0
Fiscal Balance........... (Won)(7.0) (Won)(18.8) (Won)(13.1) (Won)6.5 (Won)7.3 (Won)22.7(2)
- --------
(1) At constant market prices.
(2) Preliminary
(3) Average for year.
The Republic's economic and financial difficulties in 1997 and 1998 and its
subsequent recovery are described in more detail below.
76
Financial Condition of Korean Companies
Beginning in early 1997, a significant number of Korean companies,
including member companies of chaebol groups, experienced financial
difficulties due to excessive investment in some industries, weak export prices
and high levels of debt and foreign currency exposure. In addition, the
widespread practice of cross guarantees among member companies of chaebols
meant that the difficulties of financially weaker companies threatened the
financially stronger companies as well. The reluctance and reduced ability of
banks to renew or extend additional credit exacerbated these problems.
Beginning in early 1997, a number of Korean companies failed, including
companies in the Hanbo Group, the Sammi Group, the Kia Group, the Jinro Group,
the Dainong Group, the Ssang Bang Wool Group, the New Core Group, the Tae-il
Precision Group and the Halla Group. The series of major corporate failures in
1997 and 1998 contributed to increases in the Republic's unemployment rate,
which rose to 8.5% as of January 31, 1999, but decreased to 3.1% as of December
31, 2002 due in large part to the Republic's economic recovery during the
period.
In August 1999, Korean creditor financial institutions of the Daewoo Group
agreed to enter into voluntary workout programs for twelve companies of the
Daewoo Group. By the end of March 2000, these creditors approved the workout
programs, which included spin-offs of certain Daewoo Group companies,
debt-for-equity swaps, deferrals of principal and interest payments, reduction
of interest rates and provision of new credits by existing creditors. In
addition, by March 2000, The Korea Asset Management Corporation ("KAMCO")
reached an agreement in principle with foreign creditor financial institutions
of certain Daewoo Group companies to purchase the creditors' claims. An offer
to purchase the claims of foreign creditors was commenced in May 2000, and
approximately US$3.9 billion, or over 90% of eligible claims, was purchased by
KAMCO by October 2000. By December 2000, Daewoo Corporation and Daewoo Heavy
Industries Ltd. spun off their respective operations to newly established
operating companies pursuant to their workout programs. By December 2002, nine
Daewoo Group companies, including Daewoo Engineering & Construction Co., Ltd.
and Daewoo International Corporation, each of which were spun-off from Daewoo
Corporation, and Daewoo Shipbuilding & Marine Engineering Co., Ltd. and Daewoo
Heavy Industries & Machinery, Ltd., each of which were spun-off from Daewoo
Heavy Industries, have exited from their respective workout programs.
Additionally, Daewoo Corporation and Daewoo Heavy Industries are currently in
the process of liquidation. The workout programs for the remaining four Daewoo
Group companies are ongoing. Further, Daewoo Motor Co., Ltd., Korea's
second-largest automobile manufacturer, went under court receivership in
November 2000 after it had failed to obtain additional loans from its main
creditor banks and defaulted on its short-term payment of obligations. As the
key element of the restructuring of Daewoo Motor, GM-Daewoo Auto and Technology
("GMDAT") was established in August 2002 pursuant to a master agreement between
General Motors Corporation ("GM") and certain creditors of Daewoo Motor. In
October 2002, GMDAT acquired certain assets of Daewoo Motor, and GMDAT
commenced operation as a result of a final agreement reached by GM and the
creditors. According to the master agreement, GM and GM's affiliates ultimately
will own 67% of GMDAT and the creditors will own the remaining 33%. Pursuant to
an agreement between GM and the creditors, the creditors agreed to extend US$2
billion in additional loans to GMDAT, of which certain creditors, including
Woori Bank, Chohung Bank, Korea Exchange Bank and us, have agreed to provide
loans to GMDAT at market interest rates and trade finance facilities in the
aggregate amount of US$1.25 billion, including US$750 million in loans from us.
77
In addition to the uncertainties concerning the prospects of the
restructuring of the Daewoo Group companies discussed above, the possibility of
financial difficulties for other conglomerates as well as Korean financial
institutions may negatively affect the Korean economy. For example, the Hyundai
Group has been reported to be struggling with its indebtedness, reported to
amount to approximately US$30 billion, and Hyundai Group's Hyundai Engineering
& Construction Co., Ltd. and Hynix Semiconductor Inc. (formerly known as
Hyundai Electronics Industries Co., Ltd. and disaffiliated from Hyundai
Semiconductor Inc. (formerly known as Hyundai Electronics Industries Co., Ltd.
and disaffiliated from Hyundai Group since June 2001) have been reported to be
experiencing liquidity problems. In March, May and September 2001, creditor
financial institutions of the Hyundai Group agreed to provide financial
assistance by way of additional loans, extensions on maturities of various
outstanding payment obligations, debt-for-equity swap transactions, guarantees
of repayment obligations of overseas borrowings and injections of additional
capital into the Hyundai Group companies. In addition, we established the "Fast
Track Debenture Program" to support the corporate debenture market. Hyundai
Engineering & Construction and Hynix Semiconductor were selected as companies
to be included in this program, which commenced in January 2001 and ended in
January 2002. Under this bond purchase program, selected companies became
eligible to refinance through us up to 80% of the principal amount of their
debentures maturing in 2001 through the issuance of new debentures to us at
market interest rates. Despite a US$1.25 billion equity offering completed in
June 2001, Hynix Semiconductor has been reported to continue to have financial
difficulties. In October 2001, creditor financial institutions of Hynix
Semiconductor decided to subject it to the Corporate Restructuring Promotion
Act, which became effective in September 2001. The Corporate Restructuring
Promotion Act allows creditor financial institutions of a troubled company to
freeze and reschedule its debts (including provision of new credits) upon a
resolution by creditors representing at least 75% of the entire claims amount,
as part of efforts to sustain its operations. In June 2002, the creditor
financial institutions converted (Won)3.1 trillion in principal amount of Hynix
Semiconductor convertible bonds into equity. As a result, the creditor
financial institutions now control Hynix Semiconductor. The creditor financial
institutions are reportedly considering a wide range of options with respect to
Hynix Semiconductor. In November 2002, an agreement was signed among Hynix
Semiconductor, Hyundai Display Technology, Inc. (a subsidiary of Hynix
Semiconductor) and Beijing Orient Electronics Group with respect to the sale of
Hyundai Display Technology's TFT-LCD business for US$380 million. The creditor
financial institutions of Hynix Semiconductor agreed to extend US$180 million
in loans, including US$100 million from us, to Beijing Orient Electronics Group
in connection with its acquisition of the TFT-LCD business. The extension of
the loans and closing of the sale and purchase of the TFT-LCD business was
completed in January 2003. In December 2002, the creditor financial
institutions of Hynix Semiconductor approved a plan that includes a 21:1
reverse stock split followed by a (Won)1.9 trillion debt-for-equity swap and a
rollover to the end of 2006 of (Won)3.0 trillion of Hynix Semiconductor's debt.
The plan subsequently was approved by Hynix Semiconductor's board of directors
in January 2003. The reverse stock split was consummated in March 2003 and the
debt-for-equity swap was consummated in April 2003.
In March 2003, SK Global Co., Ltd. admitted that it had falsified its
financial statements and the Korean financial markets have been adversely
affected as a result. The restructuring of SK Global's debt is reportedly
ongoing.
The Government and the private sector have worked together to implement
major reforms in the corporate sector. As part of the corporate sector response
to the financial crisis, all forms of mergers and acquisitions, including
hostile takeovers, were liberalized in May 1998. The Government also
78
required each of the 64 largest chaebol groups to agree upon capital structure
improvement plans with its lead creditor banks in 1998. These plans specified
annual debt to equity ratio targets for each chaebol, identified its core
business area and established divestiture plans for companies outside its core
business areas.
As a result, the average numbers of affiliates of chaebol groups decreased
significantly since 1997 and the debt to equity ratio of listed companies,
excluding financial institutions, improved significantly from 271.4% at the end
of 1997 to 128.0% at the end of 2001. In addition, laws and regulations
progressively limiting, and eventually eliminating, the provision of cross
guarantees among chaebol affiliates were implemented.
Financial Condition of Korean Banks and Other Financial Institutions
The capital adequacy and liquidity of most Korean banks and other financial
institutions have been adversely affected by the financial difficulties of
corporate borrowers, high levels of short-term foreign currency borrowings from
foreign financial institutions and the consideration of non-market oriented
factors in making lending decisions.
The Government in late 1997 and 1998 ordered the closing of many of the
worst affected financial institutions. In addition, the Government became the
controlling shareholder of four large commercial banks, Seoul Bank, Korea First
Bank, Woori Bank and Chohung Bank, by recapitalizing them. In December 1999,
the Government sold a controlling interest in Korea First Bank to Newbridge
Capital, and subsequently, the Government extended an invitation to domestic
and foreign financial institutions to bid for and acquire Seoul Bank. The
Government selected Hana Bank as the acquirer and the Hana Bank-Seoul Bank
merger was consummated in December 2002. The newly merged entity formed the
Republic's third largest commercial bank in terms of total assets. In January
2003, Shinhan Financial Group Co., Ltd. was selected by the Public Fund
Oversight Committee as the preferred bidder with respect to the sale of the
Chohung Bank shares owned by the Government.
Further, to enhance the competitiveness of the Republic's financial
institutions, the Government passed a law in October 2000 permitting the
establishment of financial holding companies. Pursuant to such legislation, the
Government formed a financial holding company, of which the Government is
currently the controlling shareholder and whose holdings include Woori Bank and
several other Korean financial institutions. Korean banks have also pursued
mergers and acquisitions. A merger between H&CB and Kookmin Bank was completed
in October 2001, and the merged entity became the largest bank in the Republic
in terms of total assets.
The Government estimates that, as of December 31, 2002, banks and non-bank
financial institutions held non-performing assets (defined to include loans and
other credits on which interest had not been paid for at least three months)
totaling approximately (Won)31.8 trillion, compared to (Won)39.1 trillion as of
December 31, 2001. By December 31, 2002, the Non-Performing Asset Management
Fund managed by KAMCO had purchased approximately (Won)110.1 trillion in
principal amount of non-performing assets from financial institutions for
(Won)39.8 trillion. The fund uses cash and three- to five-year
Government-guaranteed notes to pay for its acquisitions.
In recent years, credit card usage and consumer debt have increased
substantially in Korea. These increases have recently been accompanied by a
significant increase in the rate of delinquencies. The
79
average delinquency rate among the Republic's nine credit card companies rose
to 11.3% as of December 31, 2002 from 5.8% as of December 31, 2001. These
events have adversely affected credit card companies' ability to raise funds.
To stabilize the over-leveraged credit card industry, the Government has
proposed an emergency package which would entail banks and other companies with
credit card businesses making significant capital injections into their
respective credit card affiliates.
Foreign Currency Reserves and External Liabilities
The Republic's foreign currency reserves have fluctuated in recent years.
The Republic's foreign currency reserves fell 73.2% to US$8.9 billion as of
December 31, 1997 from US$33.2 billion as of December 31, 1996, mostly due to
repatriations by foreign investors of their investments in Korea, repayments of
external debt, reduced availability of credit from foreign sources and
intervention in the foreign currency market to stabilize the Won. The usable
portion of the reserves, defined as the total foreign currency reserves less
amounts on deposit with overseas branches of Korean financial institutions and
swap positions between The Bank of Korea and other central banks, totaled only
US$3.9 billion as of December 18, 1997.
Since the end of 1997, however, the Government's usable foreign currency
reserves have continued to increase, reaching US$123.8 billion as of March 31,
2003, primarily due to continued trade surpluses and capital inflows.
The Republic's total external liabilities, using standards set by the IMF,
totaled US$148.7 billion as of December 31, 1998, US$137.1 billion as of
December 31, 1999, US$131.7 billion as of December 31, 2000 and US$118.8
billion as of December 31, 2001. The Republic's external liabilities totaled
US$131.0 billion as of December 31, 2002.
Credit Rating Changes
In October 1997, the Republic's long-term foreign currency rating ceiling
on bond obligations, as announced by Moody's Investors Service, Inc., was A1
and its long-term foreign currency rating as announced by each of Standard &
Poor's Ratings Services and Fitch International Banking Credit Agency was AA-.
Since that time, the rating agencies have changed the country's ratings
significantly. In 2002, Moody's upgraded the Republic's long-term foreign
currency rating to A3, Fitch IBCA to A and Standard & Poor's to A-. In February
2003, Moody's Investor Services changed its outlook on the long-term foreign
currency rating of Korea to negative from positive, citing heightened security
concerns stemming from North Korea's nuclear weapons program and increased
uncertainty regarding North Korea's actions and possible responses from the
international community.
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The table below shows the credit ratings downgrades for the Republic from
December 1997 to January 1998.
Rating
---------
Date Rating Agency Instrument From To
- ---- ------------- ---------- ---- ----
December
1997 Moody's Foreign currency rating on bond obligations Baa2 Ba1
Foreign currency rating for long-term bank deposits Ba2 B1
Standard & Poor's Long-term foreign currency rating BBB- B+
Long-term local currency rating A- BBB-
Short-term foreign currency rating A-3 C
Short-term local currency rating A-2 A-3
Fitch IBCA Long-term foreign currency rating BBB- B-
January
1998 Moody's Foreign currency rating for bank deposits B1 Caa1
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The table below shows the credit ratings upgrades for the Republic from
February 1998 to July 2002.
Rating
---------
Date Rating Agency Instrument From To
- ---- ------------- ---------- ---- ----
February
1998 Standard & Poor's Long-term foreign currency rating B+ BB+
Long-term local currency rating BBB- BBB+
Short-term foreign currency rating C B
Short-term local currency rating A-3 A-2
Fitch IBCA Long-term foreign currency rating B- BB+
January
1999 Standard & Poor's Long-term foreign currency rating BB+ BBB-
Long-term local currency rating BBB+ A-
Short-term foreign currency rating B A-3
Fitch IBCA Long-term foreign currency rating BB+ BBB-
February
1999 Moody's Foreign currency rating on bond obligations Ba1 Baa3
Foreign currency rating for long-term bank deposits Caa1 Ba2
June 1999 Fitch IBCA Long-term foreign currency rating BBB- BBB
November
1999 Standard & Poor's Long-term foreign currency rating BBB- BBB
Short-term local currency rating A-2 A-1
December
1999 Moody's Foreign currency rating on bond obligations Baa3 Baa2
March
2000 Fitch IBCA Long-term foreign currency rating BBB BBB+
November
2001 Standard & Poor's Long-term foreign currency rating BBB BBB+
March
2002 Moody's Foreign currency rating on bond obligations Baa2 A3
June 2002 Fitch IBCA Long-term foreign currency rating BBB+ A
July 2002 Standard & Poor's Long-term foreign currency rating BBB+ A-
- --------
Interest Rate Fluctuations
Due to adverse economic conditions, the depreciation of the Won and the
Government's reform policy, interest rates payable by Korean borrowers
increased substantially, both domestically and internationally, in late 1997
and 1998. The average annual interest rate on three-year Won-denominated,
non-guaranteed corporate bonds rose from 12.6% as of September 30, 1997 to
29.0% as of December 31, 1997. Since the fourth quarter of 1998, interest rates
have fallen significantly, primarily driven by improved economic conditions and
The Bank of Korea interest rate policy. The
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average interest rate on three-year Won-denominated, non-guaranteed corporate
bonds fell to 5.3% as of May 9, 2003. Internationally, the spreads over United
States treasury bonds on benchmark dollar-denominated bonds issued by the
Republic and Korean financial institutions and companies have improved since
the second half of 1998. If interest rates were to rise significantly in the
future, the debt service costs of Korean borrowers and the possibility of
defaults on debt repayments may increase.
Exchange Rate Fluctuations
Due to adverse economic conditions and reduced liquidity, the value of the
Won relative to the U.S. dollar and other major foreign currencies declined
substantially in 1997 but generally rose in 1998. Because of market pressure,
in December 1997, the Government allowed the Won to float freely. The market
average exchange rate as announced by the Seoul Money Brokerage Services Ltd.
(formerly the Korea Financial Telecommunications and Clearings Institute) was
(Won)1,415.2 to US$1.00 on December 31, 1997, compared to (Won)914.8 to US$1.00
on September 30, 1997. The Won's sharp depreciation resulted from, among other
things, significant demand for U.S. dollars and other major foreign currencies
by Korean financial institutions and companies to repay their foreign currency
debts, deteriorating foreign currency holdings of the Republic's financial
institutions, credit rating downgrades experienced by the Republic and Korean
financial institutions and corporations, as well as other external factors,
including currency turmoil in Southeast Asian countries.
Due to improved economic conditions and continued trade surpluses, the Won
has generally appreciated against the U.S. dollar since the end of 1997, and as
of May 9, 2003, the market average exchange rate was (Won)1,196.9 to US$1.00.
Won depreciation increases substantially the amount of Won revenue needed
by Korean companies to repay foreign currency-denominated debt, increases the
possibility of defaults and results in higher prices for imports, including key
raw materials such as oil, sugar and flour. On the other hand, Won appreciation
generally has an adverse effect on exports by Korean companies.
Stock Market Volatility
The Korea Composite Stock Price Index declined by over 56% from 647.1 on
September 30, 1997 to 280.0 on June 16, 1998. The index recovered to 937.6 on
April 18, 2002, but fell to 619.1 on May 9, 2003, which still represented an
increase of 121.1% since June 16, 1998.
Significant sales of Korean securities by foreign investors and the
repatriation of the sales proceeds could drive down the value of the Won,
reduce the foreign currency reserves held by financial institutions in the
Republic and hinder the ability of Korean companies to raise capital.
Initial Reform Efforts in 1997
In response to the economic difficulties experienced in 1997, the
Government implemented a range of measures to restore the confidence of
financial market participants in Korea by strengthening the country's economic
fundamentals.
The Government focused its reform measures on restructuring the country's
financial sector. In April 1997, a presidential committee introduced short-term
reform measures, including:
. allowing commercial banks, securities firms and insurance companies to
compete;
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. permitting the issuance of financial debentures by commercial banks and
securities firms;
. increasing the size of deposit insurance funds;
. improving public disclosure systems and accounting standards; and
. eliminating interest rate controls.
In June 1997, the Government announced medium- and long-term measures
relating to the restructuring of The Bank of Korea and financial institution
supervisory systems. The Government accelerated implementation of these
measures in connection with the IMF financial aid package and related reforms.
For a more extensive discussion of these measures, see "The Republic of
Korea--The Economy--Post-IMF Reforms--Financial Sector Restructuring".
To support troubled financial institutions and to stabilize the Republic's
financial markets, in August 1997, the Government announced a financial aid
package, including special loans and other measures, for certain commercial and
merchant banks with large amounts of bad loans. The Government also announced
measures to increase the Republic's foreign currency reserves, including
guaranteeing the overseas foreign currency borrowings of Korean commercial
banks.
In October 1997, the Ministry of Finance and Economy established the
Non-Performing Asset Management Fund to assist certain commercial banks and
other financial institutions. The ministry restructured and expanded KAMCO in
November 1997 and mandated it to manage the Non-Performing Asset Management
Fund and purchase and dispose of non-performing assets of financial
institutions. In December 1998, the Government increased the size of the
Non-Performing Asset Management Fund to approximately (Won)33.6 trillion,
funded by (Won)32.5 trillion in proceeds from the issuance of Government
guaranteed bonds, a (Won)0.5 trillion loan from The Korea Development Bank and
a (Won)0.6 trillion contribution from other financial institutions. In August
1999, (Won)12.0 trillion of the Non-Performing Asset Management Fund was
transferred to the Deposit Insurance Fund. The size of the Non-Performing Asset
Management Fund was approximately (Won)22.0 trillion as of December 31, 2002.
The Non-Performing Asset Management Fund has purchased non-performing
assets from commercial banks and other financial institutions since 1997 as
follows:
1997 1998 1999 2000 2001 2002
---- ---- ---- ---- ---- ----
(trillions of won)
Face value of non-performing assets purchased 11 33 18 33 6 4
Amount paid for these non-performing assets.. 7 12 4 13 2 1
The fund uses cash and three- to five-year Government guaranteed notes to
pay for its acquisitions.
As uncertainty about the stability of the Republic's financial markets
persisted, in November 1997, the Government announced additional comprehensive
measures to aid the financial sector, including:
. providing faster settlement of bad loans purchased by KAMCO from
financial institutions;
. offering incentives for financial institutions to merge;
. requiring the merger of certain troubled financial institutions with
other financial institutions;
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. monitoring the condition of individual financial institutions;
. insuring all amounts deposited with banks, non-bank financial
institutions, and securities investment companies, and all amounts due
from life insurance companies, until the end of 2000;
. increasing the daily exchange rate band within which the Won may float
from 2.25% to 10% (the band was subsequently removed); and
. exploring the expansion of the Republic's foreign currency borrowings
from international capital markets.
IMF Financial Aid Package
To help address the country's liquidity crisis and its generally difficult
economic situation, the Government sought assistance from the IMF in November
1997 and reached agreement with the IMF on an aid package in December 1997. The
aid package called for the Republic to receive loans totaling US$58 billion
from the IMF, the World Bank, the ADB and the governments of certain countries,
subject to compliance with several conditions. The loans helped to increase the
Republic's foreign currency reserves and support the Republic's banking sector.
The aid package consisted of US$21.0 billion over three years from the IMF
in standby credits (approximately US$19.5 billion of which was disbursed),
US$10.0 billion from the World Bank to support specific structural reform
programs (US$7.0 billion of which was disbursed) and US$4.0 billion from the
ADB to support policy and institutional reforms (US$3.7 billion of which was
disbursed). In addition, Japan, the United States, France, Germany, the United
Kingdom, Italy, Australia, Canada, Belgium, the Netherlands, Sweden,
Switzerland and New Zealand pledged supplemental financing totaling
approximately US$23 billion; Korea did not utilize any of the supplemental
financing.
Korea had repaid all of the amounts borrowed from the IMF by August 2001,
approximately three years ahead of schedule. As to the amounts borrowed from
the World Bank and the ADB, US$5.2 billion and US$3.7 billion, respectively,
were still outstanding as of April 30, 2003.
Post-IMF Reforms
Since 1998, the Government has implemented comprehensive programs for
economic reform and recovery aimed at rectifying the causes of the economic and
financial difficulties experienced in 1997 and 1998. The key measures
implemented and the results that have been achieved are discussed below.
Financial Sector Restructuring
General Goals. Beginning in late 1997, the Government undertook a
comprehensive restructuring of its financial sector with the following goals:
. improving supervision of the financial sector and strengthening the legal
and regulatory framework for such supervision;
. conforming accounting standards and disclosure rules to international
"best practices";
. requiring the audit of large financial institutions by internationally
recognized accounting firms following auditing standards reflecting
international "best practices";
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. upgrading the standards of prudential supervision applicable to financial
institutions;
. strengthening risk management; and
. introducing a stronger market orientation in the activities of financial
institutions.
Financial Support for Financial Institutions. To support troubled
financial institutions, the National Assembly in December 1997 authorized
guarantees of up to US$20 billion of external debt of Korean banks, and in
January 1998, additional guarantees of up to US$7 billion of external debt of
Korean commercial and merchant banks and up to US$8 billion of external debt of
The Bank of Korea. The Government used the guarantees to help Korean financial
institutions with their short-term foreign currency debt. In January 1998, the
Government reached agreement with 13 international creditor banks to extend the
maturity of short-term foreign currency obligations incurred by certain Korean
financial institutions by replacing them with one-, two- and three-year loans
guaranteed by the Government. In March 1998, 134 creditor banks tendered
US$21.8 billion of eligible short-term debt in exchange for the guaranteed
loans. The banks received the following guaranteed loans:
Term of Loan Principal Amount Interest Rate
- ------------ ---------------- -------------
One year.... US$3.8 billion 225 basis points above the six-month London Interbank Offered
Rate ("LIBOR")
Two years... US$9.8 billion 250 basis points above six-month LIBOR
Three years. US$8.3 billion 275 basis points above six-month LIBOR
The two- and three-year loans were permitted to be prepaid at the option of
the obligors prior to maturity in whole or in part without premium or penalty.
The Korean financial institution obligors of the new loans paid fees to the
Government in return for the guarantees. All of the loans have since been
repaid.
In December 1997, the Public Money Management Fund, which manages public
funds, including pension funds of civil servants, acquired approximately
(Won)4.4 trillion of subordinated bonds from 27 Korean financial institutions
to supplement their capital base. In addition, The Bank of Korea in December
1997 placed a substantial portion of its official reserves on deposit with
overseas branches of Korean banks.
Legislation. In connection with restructuring the financial sector of the
Republic, the following measures have been adopted through legislation by the
National Assembly:
. amending The Bank of Korea Act to provide for the central bank's
independence, with price stability as its main mandate;
. establishing the Financial Supervisory Commission in April 1998 to
supervise and regulate all financial institutions in Korea and
establishing in January 1999 the Financial Supervisory Service as the
Financial Supervisory Commission's executive arm, thereby consolidating
the functions of a number of previous regulatory bodies;
. introducing measures to deal effectively with unsound financial
institutions, including reducing the capital of financially troubled
institutions and allowing for capital injections by the Government on a
case-by-case basis;
. consolidating various deposit insurance institutions into the Korea
Deposit Insurance Corporation ("KDIC") and expanding the sources of
funding for deposit insurance;
86
. repealing the Republic's usury law that had previously established a
legal maximum interest rate at a ceiling of 40% per annum;
. allowing foreign financial institutions to merge with and acquire
domestic financial institutions;
. strengthening confidentiality protections for private financial
transactions;
. requiring specialized banks and development institutions to comply with
the same prudential standards as commercial banks and the same external
audit requirements as other financial institutions;
. amending the Republic's deposit insurance system, so that all amounts
deposited with Korean banks, financial institutions, securities companies
and insurance companies by July 31, 1998, plus interest, would be insured
until the end of the year 2000. After December 31, 2000, all deposits at
any single financial institution are insured only up to (Won)50 million
regardless of the amount deposited; and
. introducing audit committees, compliance officers and internal compliance
rule systems to various financial institutions.
Restructuring and Recapitalizing the Financial Institutions Sector. Since
December 1997, the Government has been restructuring and recapitalizing
troubled financial institutions, including closing insolvent financial
institutions and those failing to carry out rehabilitation plans within
specified periods.
In particular:
. The Government became the controlling shareholder of Korea First Bank,
Seoul Bank, Woori Bank and Chohung Bank by recapitalizing them. In
December 1999, the Government sold a controlling interest in Korea First
Bank to Newbridge Capital and, in September 2002, the Government selected
Hana Bank as the acquirer of Seoul Bank. Hana Bank and Seoul Bank merged
in December 2002. In January 2003, Shinhan Financial Group was selected
by the Public Fund Oversight Committee as the preferred bidder with
respect to the sale of the Chohung Bank shares owned by the Government;
. In June 1998, the Financial Supervisory Commission, after reviewing the
restructuring plans submitted by 12 commercial banks (not including Seoul
Bank and Korea First Bank) that had failed to meet Bank of International
Settlement capital adequacy standards as of December 31, 1997, ordered
the suspension of operations of five commercial banks and the assignment
of their assets and liabilities to five other commercial banks and KAMCO.
KAMCO granted the five purchasing banks "putback" options if the assets
deteriorated within six months from the purchase. The five banks also
received compensation from KDIC for certain losses arising from the
purchase and assumption of the assets and liabilities. In addition, KDIC
injected capital into the purchasing banks by buying subordinated bonds
or stocks. The Government allowed the seven other commercial banks to
continue operations after they submitted revised restructuring or
rehabilitation plans. The Government has continued to monitor the
implementation of the restructuring plans and rehabilitation measures;
. Through August 2001, 15 insurance companies have gone through
restructuring. Two surety companies merged to form Seoul Guaranty
Insurance Corporation;
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. Through December 2001, seven securities companies, a securities
investment trust company, 122 mutual savings and finance companies, seven
securities investment trust management companies and 407 credit unions
have been closed. One securities company dissolved voluntarily.
Additionally, the Government has overseen the demerger of three
securities investment trust companies pursuant to which each such
securities investment trust company was divided into two companies, i.e.,
a securities company and a securities investment management company; and
. The Government required the Republic's merchant banks to achieve a
capital adequacy ratio of 8% and through December 2001 closed 28 merchant
banks which failed to meet such ratio. Six unsound merchant banks were
merged into other financial institutions in line with the Government's
restructuring policy. As of December 31, 2002, the number of the
Republic's merchant banks decreased to three compared with 30 as of
December 31, 1997.
In 1999, (1) Boram Bank merged into Hana Bank, (2) Kangwon Bank, Hyundai
International Merchant Bank and Chungbuk Bank merged into Chohung Bank, (3)
Hanil Bank and the Commercial Bank of Korea merged to form Hanvit Bank and (4)
Korea Long Term Credit Bank merged into Kookmin Bank.
In 1999, 2000 and 2001, the Government injected public funds through KDIC
in the aggregate amount of (Won)3.55 trillion into Korea Life Insurance Co.,
Ltd. and in the aggregate amount of (Won)10.25 trillion into Seoul Guaranty
Insurance Corporation for recapitalization. In April 2000, the Government
entered into agreements with each of Korea Life Insurance Co., Ltd. and Seoul
Guaranty Insurance Corporation for the implementation of its management
normalization plan. In December 2002, 51% of Korea Life Insurance Co., Ltd.
held by KDIC was sold to a consortium of buyers led by the Hanwha Group for
approximately US$686 million.
The Financial Supervisory Commission generally has expected banks to adhere
to a specific timetable to achieve specified performance objectives, including:
. improving their capital ratios to 6% by March 1999 and to 8% by March
2000;
. improving operating performance to enhance risk management and
profitability; and
. continuing to identify and resolve non-performing loans.
The Financial Supervisory Commission also encouraged banks to increase
their capital ratios to 10% by December 2000.
Regional banks that do not engage in international lending and national
banks that do not lend in excess of (Won)5 billion to individual corporate
borrowers and do not engage in international lending were required to improve
their capital ratios to 4% by March 1999, 6% by March 2000 and 8% by December
2000.
In June 2000, in an effort to enhance the international competitiveness of
the Republic's banks, the Government announced a plan to implement the
second-phase restructuring of the Republic's banks under the following
principles:
. The Government would create various systematic frameworks, including one
for financial holding companies;
88
. Banks which are not the recipients of the public funds may implement
their own restructuring; and
. The Government would take initiatives in the restructuring of the banks
that have received public funds or in which the Government has
controlling stakes.
During 2000, the Government announced further details of the second-phase
restructuring plan for the banks and required seven commercial banks, including
Chohung Bank, Woori Bank, Korea Exchange Bank, Peace Bank of Korea, Kwangju
Bank, Cheju Bank and Kyungnam Bank, into which the Government had injected
public funds or which did not satisfy the minimum 8% BIS capital adequacy
ratio, to submit their respective management improvement plans. The Government
thereafter approved the management improvement plans submitted by Chohung Bank
and Korea Exchange Bank. With respect to the management improvement plans
submitted by the remaining five commercial banks, the Government approved them
on the condition that they become a subsidiary of a financial holding company,
of which the Government is the controlling shareholder. Four of these five
commercial banks became subsidiaries of such financial holding company, which
was established in March 2001. In May 2002, the remaining commercial bank,
Cheju Bank, became a subsidiary of Shinhan Financial Group, a financial holding
company formed by Shinhan Bank, in September 2001. Korean banks have also
pursued mergers and acquisitions. A merger between H&CB and Kookmin Bank was
completed in October 2001 and the merged entity became the largest commercial
bank in the Republic in terms of total assets. Hana Bank and Seoul Bank merged
in December 2002 to create the third largest commercial bank in the Republic in
terms of total assets. In January 2003, Shinhan Financial Group was selected by
the Public Fund Oversight Committee as the preferred bidder with respect to the
sale of the Chohung Bank shares owned by the Government.
The Government released a white paper on the creation, operation and
recovery of public funds. According to the white paper and subsequent release,
as of December 31, 2002, the Government had injected public funds in the
aggregate of (Won)104.0 trillion in the form of bonds issued by KAMCO and KDIC
and guaranteed by the Government, and had spent an additional (Won)55.0
trillion for the restructuring of the Republic's financial sector. KAMCO had
spent approximately (Won)39.1 trillion ((Won)20.5 trillion by issuance of bonds
with the Government's guarantee), as of December 31, 2002 to purchase
non-performing assets from financial institutions, and KDIC had spent
approximately (Won)100.9 trillion ((Won)83.5 trillion by issuance of bonds with
government guarantees), as of December 31, 2002 to recapitalize banks and life
insurance companies, compensate certain banks and life insurance companies for
their losses incurred in acquiring assets and liabilities of other banks and
life insurance companies and to pay deposits amounts to depositors of certain
failed financial institutions. Through December 31, 2002, KAMCO had recovered
(Won)30.1 trillion from the disposition of assets purchased with public funds,
and KDIC had recovered (Won)17.1 trillion from the disposition of assets
purchased with public funds.
In January 2000, the Government announced its intention to restructure
securities investment trust companies, including the recapitalization of Korea
Investment Trust Co., Ltd. and Daehan Investment Trust Co., Ltd., the two
largest securities investment trust companies in Korea. The Government injected
public funds in the amount of (Won)7.9 trillion into Korea Investment Trust and
Daehan Investment Trust from late 1999 to June 2000. These companies had large
exposures to corporate bonds and commercial paper issued by the companies of
the Daewoo Group, and the Government also provided liquidity support in
February 2000 to these companies in connection with the redemption required by
the account holders of certain investment trust products sold by them. Each of
Korea Investment Trust and Daehan Investment Trust was divided into a
securities company and an investment trust management company.
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Hyundai Investment Trust Securities Co., Ltd., an affiliate of the Hyundai
Group, also experienced financial difficulties as a result of having a large
exposure to debentures issued by the companies of the Daewoo Group. The Hyundai
Group entered into an agreement with the Financial Supervisory Service for the
normalization of Hyundai Investment Trust Securities in May 2000 and announced
a plan to recapitalize Hyundai Investment Trust Securities in June 2000. The
Government is currently seeking other foreign financial organizations that are
interested in acquiring interests in Hyundai Investment Trust Securities and
its subsidiary investment trust management company.
In September 2001, the Corporate Restructuring Promotion Act became
effective. The Corporate Restructuring Promotion Act allows creditor financial
institutions to freeze and restructure the debt of a financially troubled
company that is unable to repay the borrowings from the financial institutions
without additional credit support, upon a resolution by the financial
institutions representing at least 75% of the entire claims amount. A creditor
financial institution which has not participated in the relevant creditor
committee or is opposed to the resolutions of the creditor committee (in
respect of the commencement of the management of a failing company, the
restructuring of the failing company's debt or the provision of new credits)
may request the creditor committee to purchase its claims against the failing
company, and the creditor financial institutions that have approved the
relevant resolution are required to purchase such claims, or the relevant
creditor committee may request KAMCO, KDIC or other resolution financial
institutions under the Depositor Protection Act or any other institution
designated by the creditor committee to purchase such claims, at a price to be
negotiated with the financial institution making the purchase request. The
Corporate Restructuring Promotion Act is scheduled to expire on December 31,
2005.
Trade Liberalization
The Republic agreed with the WTO to eliminate trade-related subsidies by
the end of 1998 and phase out the import diversification program, which limits
certain imports mainly from Japan, by the end of 1999. The Government abolished
one type of trade-related subsidy in January 1998, and in March 1998 the
National Assembly passed a bill abolishing two additional subsidies and
revising the terms of another subsidy. The Government phased out the import
diversification program in June 1999.
In January 1998, the Government reduced the number of items subject to
adjustment tariffs, and in August 1998, it submitted to the IMF a plan to
streamline and improve the transparency of import certification procedures.
Foreign Investment Liberalization
The Government gradually has removed restrictions on foreign investment and
capital market activities. In December 1997, the Government allowed foreigners,
whether individually or in the aggregate, to acquire beneficial ownership of up
to 50% of any class of shares listed on the Korea Stock Exchange. The
Government eliminated, with certain limited exceptions, the aggregate and
individual foreign ownership limits in May 1998. In addition, in July 1998, the
Government eliminated all investment ceilings on the purchase by foreigners of
all types of listed or unlisted bonds and later allowed foreign investment in
the Government and corporate bonds, in money market instruments issued by
corporations, including commercial paper, in certificates of deposit and in
repurchase agreements.
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The Government also issued clear guidelines on the investment by foreign
financial institutions in the equity securities of Korean financial
institutions and, in March 1998, allowed foreign banks and brokerage houses to
establish subsidiaries in Korea, subject to guidelines established by the
Ministry of Finance and Economy.
In July 1998, the Government permitted domestic corporations to directly
incur long-term external debt through commercial loans or foreign-currency
denominated bond offerings. This approach deviated from the traditional Korean
policy of channeling international borrowings through domestic financial
institutions for on-lending to the corporate sector.
Corporate Governance and Corporate Structure
In line with the agreement with the IMF, the Government has been stressing
increased transparency in corporate governance, in particular through improved
accounting, disclosure and auditing standards.
In line with the Government's reform policy, in late 1997 and 1998, the
National Assembly passed a broad range of measures restructuring the corporate
and financial sectors, including:
. providing tax benefits, such as tax deferrals or exemptions, for mergers
and acquisitions occurring as part of a corporate restructuring;
. rendering interest expenses on excessive corporate borrowing not
deductible for tax purposes beginning in the year 2000 to discourage
excessive borrowing;
. raising the foreign investor shareholding threshold which requires board
approval from the target company from 10% to one-third of the company's
outstanding shares to facilitate the acquisition of Korean companies by
foreign investors (the board approval requirement was subsequently
abolished, thus opening the possibility of hostile takeovers of local
companies by foreigners);
. repealing the mandatory tender offer rule, which previously had required
any acquirer of 25% or more of shares of a corporation listed on the
Korea Stock Exchange or registered in the KOSDAQ Stock Market, Inc. to
make a tender offer bid for more than 50% of the target company's shares;
. repealing the ceiling on the amount of its own shares that a listed
company may hold;
. strengthening legal protection for minority shareholder interests;
. requiring the preparation of combined financial statements for chaebols,
commencing from fiscal year 1999;
. amending the Republic's insolvency laws, including creating a "management
committee" composed of qualified professionals to assist the district
courts' handling of the management of insolvent companies, limiting the
availability of composition proceedings to large-sized companies by
reinforcing eligibility requirements and expediting the time frames
applicable to corporate reorganization and composition proceedings;
. phasing out by March 2000 outstanding cross-guarantees by one chaebol
member of its affiliates' indebtedness and prohibiting the issuance of
new cross-guarantees;
. requiring filing of quarterly reports by listed companies commencing year
2000;
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. requiring audit committees at Korean companies;
. adopting a new foreign investment law to facilitate foreign investment by
streamlining the investment procedure;
. adopting a law to facilitate the securitization of assets held by the
Republic's corporations and financial institutions; and
. providing the Financial Supervisory Commission with greater authority to
require the restructuring of the Republic's financial institutions.
Furthermore, in 2000 and 2001, the Korean Securities and Exchange Act were
amended several times in order to enhance transparency in corporate governance.
Under such amendments, companies listed on the Korea Stock Exchange or
registered on the KOSDAQ are required to establish audit committees and appoint
a specified number of independent outside directors. Such amendments also
elaborate the criteria for eligibility for appointment as independent outside
director and the procedures by which such outside directors must be nominated
and elected.
In 1998, the Government arranged for US$3.3 billion of trade financing,
with maturities of up to one year, for small- and medium-sized companies and
larger companies not affiliated with the top five chaebols. In addition, in
1999, the Government increased the amount of credit guarantees available for
small- and medium-sized companies by (Won)24.0 trillion.
Labor Market Reform
Since January 1998, the Government has revised the unemployment insurance
system by, among other things:
. expanding coverage to workers in all companies (with a few statutory
exceptions) starting October 1998;
. increasing minimum benefits to 50% of average monthly wage (based on the
most recent 12-month period), starting March 1998 and 90% of minimum
hourly wage, starting January 2000;
. extending eligibility from March 1998 for unemployment compensation to
those workers who paid unemployment insurance premiums for only six
months as opposed to 12 months; and
. increasing the minimum benefit period from 60 to 90 days, beginning in
January 2000.
In April 1999, unemployment insurance benefits became available to workers
in companies with fewer than five employees and to part-time and temporary
workers. The Government estimates that approximately 360,000 individuals
received (Won)839.3 billion of unemployment benefits in 2002.
In January 1998, a tripartite committee of representatives of labor unions,
corporations and the Government was established to implement key labor reforms.
In February 1998, the committee reached agreement on over 100 labor issues and
agreed to implement labor reform measures, including:
. amending the labor laws to enable corporations to lay off workers for
business reasons;
. permitting, starting July 1999, the formation of teachers' unions; and
. allocating up to (Won)5 trillion to stabilize the labor market.
92
The agreement calls for companies to make all reasonable efforts to avoid
layoffs, consult with a representative of the employees 60 days before the
planned layoffs, notify the Ministry of Labor about the planned layoffs, select
workers to be laid off based on a fair and rational standard and make an effort
to rehire the laid-off workers when business conditions improve. The Government
endorsed the agreement, and the National Assembly passed legislation regarding
the labor reform measures in February 1998.
Since the agreement was announced, one of the labor unions whose
representative participated in the committee rejected certain terms of the
agreement and called for a nationwide strike. Although the strike was
subsequently canceled, members of the union vowed to resist the labor reform
measures, including the layoff of workers for business reasons. In August 1998,
Hyundai Motor Company, which had announced plans for substantial layoffs of
workers due to deteriorating business conditions, agreed to significantly
reduce the number of workers laid off after its labor union staged a prolonged
strike to protest the plans. In September 1998, the representatives of the
labor unions of nine commercial banks of the Republic agreed on a collective
bargaining agreement which enabled the Korean banks to lay off a maximum of 32%
of the workers in connection with the first-phase restructuring of the banks in
1998. In May 1999, two labor unions and representatives from corporations
announced their intention to withdraw from the committee of labor unions,
corporations and the Government.
In July 2000, the Korean Financial Industry Union, which represents the
employees of 30 financial institutions, urged its members to participate in a
strike to express their opposition to mergers of the banks and the possibility
of further layoffs, when the Government announced its plan to implement the
second-phase restructuring of the Republic's banks, including the promulgation
of a law which allows the formation of financial holding companies. The strike
subsequently was cancelled after the Government and the union leaders reached
an agreement whereby the Government would not require mandatory bank mergers.
In December 2000, members of the Kookmin Bank and H&CB labor union participated
in a strike that lasted seven days, opposing the contemplated merger between
the two banks. Actions such as these by labor unions may hinder the
implementation of the labor reform measures and disrupt the Government's plans
to create a more flexible labor market. Much effort is being expended to
resolve labor disputes in a peaceful manner. However, there can be no assurance
that further labor unrest will not occur in the future. Continued labor unrest
in key industries of the Republic may have an adverse effect on the economy.
The functions and prestige of the current tripartite committee may be
strengthened and transformed into an organization that is able to achieve
public consensus more effectively.
Information Provision and Reform Policy Monitoring
To improve transparency and allow market participants to make a more
informed assessment of economic developments in the Republic, Korea agreed to
improve publication and dissemination of its key economic data. The Government
has published the following data since early 1998:
Data Frequency
---- ---------
Foreign Exchange Reserves
(including composition
and net forward Twice monthly (with a
positions).............. five business day delay)
Financial Institution
Data (including non-
performing loans,
capital adequacy and
ownership and
affiliations)........... Quarterly
Short-term External Debt.. Monthly
93
The Government plans to improve the timeliness of data on local government
finances.
Gross Domestic Product and Major Financial Indicators
Gross Domestic Product
Gross domestic product, or GDP, measures the market value of all final
goods and services produced within a country for a given period and reveals
whether a country's productive output rises or falls over time. Economists
present GDP in both current and constant market prices. GDP at current market
prices values a country's output using the actual prices of each year; GDP at
constant market prices values output using the prices from a base year, thereby
eliminating the distorting effects of inflation or deflation.
94
The following table sets out the composition of the Republic's GDP at
current and constant 1995 market prices and the annual average increase in the
Republic's GDP.
Gross Domestic Product(1)
As % of
GDP
1998 1999 2000 2001 2002(2) 2002(2)
---------- ---------- ---------- ---------- ---------- -------
(billions of won)
Gross Domestic Product at Current
Market Prices:
Private Consumption................... 242,834.1 271,136.5 299,121.8 326,209.9 358,834.5 60.2
General Government Consumption........ 48,782.1 50,089.4 52,479.7 57,179.7 62,968.0 10.6
Gross Domestic Fixed Capital
Formation........................... 132,307.5 134,151.8 148,202.8 148,717.0 159,482.4 26.7
Change in Inventories................. (38,252.7) (5,380.6) (1,033.7) (505.8) (4,158.5) (0.7)
Exports of Goods and Services......... 220,960.8 204,377.6 233,791.7 233,007.3 238,633.7 40.0
Less Imports of Goods and Services.... (161,143.5) (171,277.7) (217,844.7) (220,441.7) (230,056.3) (38.6)
Statistical Discrepancy............... (1,121.7) (352.8) 7,241.5 7,391.1 10,677.3 1.8
---------- ---------- ---------- ---------- ---------- -----
Expenditures on Gross Domestic
Product............................. 444,366.5 482,744.2 521,959.2 551,557.5 596,381.2 100.0
Net Factor Income from the Rest of the
World............................... (7,724.7) (6,146.6) (2,731.8) (1.543.1) 500.0 0.1
---------- ---------- ---------- ---------- ---------- -----
Gross National Product(1)............. 436,641.8 476,597.6 519,227.4 550,014.4 596,881.2 100.1
========== ========== ========== ========== ========== =====
Gross Domestic Product at Constant
1995 Market Prices:
Private Consumption................... 201,869.3 224,151.8 241,930.5 253,370.7 270,561.2 51.6
General Government Consumption........ 39,818.7 40,328.5 40,382.7 40,890.0 42,083.2 8.0
Gross Domestic Fixed Capital
Formation........................... 114,563.5 118,772.9 132,337.3 129,926.6 136,219.6 26.0
Change in Inventories................. (27,626.2) (6,167.7) (7,118.5) (7,727.4) (8,711.5) (1.7)
Exports of Goods and Services......... 175,640.5 203,443.5 245,132.6 246,733.3 283,418.0 54.0
Less Imports of Goods and Services.... (109,798.1) (141,443.0) (169,715.7) (164,594.4) (191,512.9) (36.5)
Statistical Discrepancy............... 242.7 (1,376.7) (4,416.0) (5,218.4) (7,368.0) (1.4)
---------- ---------- ---------- ---------- ---------- -----
Expenditures on Gross Domestic
Product............................. 394,710.4 437,709.4 478,532.9 493,380.3 524,689.4 100.0
Net Factor Income from the Rest of the
World............................... (6,589.7) (5,161.9) (2,248.8) (1,206.4) 363.5 0.1
Trading Gains and Losses from Changes
in the Terms of Trade............... (22,094.7) (32,026.3) (61,185.3) (71,399.6) (83,589.8) (16.0)
---------- ---------- ---------- ---------- ---------- -----
Gross National Income(3).............. 366,026.0 400,521.2 415,098.8 420,774.3 441,463.1 84.1
========== ========== ========== ========== ========== =====
Percentage Increase (Decrease) of GDP
over Previous Year At Current
Prices.............................. (2.0) 8.6 8.1 5.7 8.1
At Constant 1995 Market Prices........ (6.7) 10.9 9.3 3.1 6.3
- --------
(1) GDP plus net factor income from the rest of the world is equal to the
Republic's gross national product.
(2) Preliminary.
(3) GDP plus net factor income from the rest of the world and trading gains and
losses from changes in the terms of trade is equal to the Republic's gross
national income.
Source: Monthly Bulletin, March 2003; The Bank of Korea. Monthly Statistics of
Korea, March 2002; Korea National Statistical Office.
95
The following tables set out the Republic's GDP by economic sector at
current and constant 1995 market prices.
Gross Domestic Product by Economic Sector
(at current market prices)
As % of
GDP
1998 1999 2000 2001 2002(1) 2002(1)
--------- --------- --------- --------- --------- -------
(billions of won)
Industrial Sectors:
Agriculture, Forestry and
Fisheries..................... 21,977.8 24,481.5 24,517.6 23,935.2 23,593.5 4.0
Mining and Manufacturing
Mining and Quarrying........ 1,675.1 1,670.0 1,802.2 1,893.5 2,069.7 0.3
Manufacturing............... 137,152.7 148,402.9 163,283.2 168,160.4 174,247.1 29.2
Construction, Electricity, Gas
and Water
Electricity, Gas and
Water..................... 10,867.6 13,014.0 14,374.4 15,591.2 17,401.5 2.9
Construction................ 44,992.6 42,149.3 41,788.0 45,918.4 50,463.0 8.5
Services:
Wholesale and Retail Trade,
Restaurants and Hotels........ 45,661.3 54,451.0 63,201.6 67,577.9 71,454.7 12.0
Transportation, Storage and
Communication................. 31,330.4 32,976.3 34,901.1 36,745.7 39,280.4 6.6
Financing, Insurance, Real
Estate and Business
Services...................... 86,466.3 95,276.5 98,977.1 105,546.3 127,538.5 21.4
Community, Social and
Personal Services............. 22,141.3 24,806.0 27,484.8 32,375.0 36,820.8 6.2
Producers of Government
Services.......................... 35,827.1 36,961.5 39,018.5 43,476.7 47,765.8 8.0
Producers of Private Non-Profit
Services to Households............ 10,895.9 11,470.6 12,320.7 13,410.5 14,659.7 2.5
Import Duties....................... 12,966.5 15,606.0 19,446.6 21,028.0 22,391.7 3.8
(Imputed Bank Service Charge)....... (17,588.1) (18,521.4) (19,156.5) (24,101.4) (31,305.2) (5.2)
--------- --------- --------- --------- --------- -----
Gross Domestic Product at Current
Prices............................ 444,366.5 482,744.2 521,959.2 551,557.5 596,381.2 100.0
Net Factor Income from the Rest of
the World......................... (7,724.7) (6,146.6) (2,731.8) (1,543.1) 500.0 (0.1)
--------- --------- --------- --------- --------- -----
Gross National Income at Current
Prices............................ 436,641.8 476,597.6 519,227.4 550,014.4 596,881.2 99.9
========= ========= ========= ========= ========= =====
- --------
(1) Preliminary.
Source: Monthly Statistics of Korea, March 2003; Korea National Statistical
Office.
96
Gross Domestic Product by Economic Sector
(at constant 1995 market prices)
As % of GDP
1998 1999 2000 2001 2002(1) 2002(1)
--------- --------- --------- --------- --------- -----------
(billions of won)
Industrial Sectors:
Agriculture, Forestry
and Fisheries........... 23,569.4 24,833.4 25,318.3 25,789.3 24,719.8 4.7
Mining and
Manufacturing
Mining and
Quarrying........... 1,337.6 1,408.8 1,443.9 1,451.8 1,508.5 0.3
Manufacturing......... 116,734.8 141,295.1 163,733.1 167,172.3 177,737.3 33.9
Construction,
Electricity, Gas and
Water
Electricity, Gas
and Water........... 9,868.0 10,897.0 12,425.3 13,064.4 14,782.4 2.8
Construction.......... 42,161.3 38,305.8 37,125.3 39,207.0 40,449.1 7.7
Services:
Wholesale and Retail
Trade, Restaurants
and Hotels.............. 46,813.2 53,422.4 58,635.0 60,955.5 64,355.4 12.3
Transportation, Storage
and
Communication........... 30,887.9 35,361.8 41,691.4 46,087.2 49,486.4 9.4
Financing, Insurance,
Real Estate and
Business Services....... 75,956.4 80,097.4 84,060.8 86,572.7 95,751.8 18.2
Community, Social and
Personal Services....... 18,119.0 20,123.7 21,148.8 22,102.4 24,630.4 4.7
Producers of Government
Services.................... 28,896.0 29,110.5 29,125.6 29,207.4 29,322.1 5.6
Producers of Private Non-
Profit Services to
Households.................. 8,856.2 9,086.8 9,190.9 9,456.7 9,749.3 1.9
Import Duties................. 7,681.9 10,296.8 12,784.2 12,203.5 14,662.9 2.8
(Imputed Bank Service
Charge)..................... (16,171.2) (16,530.2) (18,149.6) (19,890.0) (22,465.9) (4.3)
--------- --------- --------- --------- --------- -----
Gross Domestic Product at
Constant 1995 Market
Prices...................... 394,710.4 437,709.4 478,532.9 493,380.3 524,689.4 100.0
Net Factor Income from the
Rest of the World........... (6,589.7) (5,161.9) (2,248.8) (1,206.4) 363.5 0.1
Trading Gains and Losses
from Changes in the
Terms of Trade.............. (22,094.7) (32,026.3) (61,185.3) (71,399.6) (83,589.8) (15.9)
--------- --------- --------- --------- --------- -----
Gross National Income at
Constant 1995 Market
Prices...................... 366,026.0 400,521.2 415,098.8 420,774.3 441,463.1 84.1
========= ========= ========= ========= ========= =====
- --------
(1) Preliminary.
Source: Monthly Bulletin, March 2003; The Bank of Korea.
97
GDP contracted 6.7% in 1998 at constant market prices. The aggregate of
private and general government consumption expenditures declined by 10.1% and
gross domestic fixed capital formation declined by 21.2%, as facility
investments declined sharply by 38.8% compared with 1997.
In 1999, GDP growth increased to 10.9% at constant market prices. The
aggregate of private and general government consumption expenditures increased
by 9.4% and gross domestic fixed capital formation increased by 3.7%.
In 2000, GDP growth was 9.3% at constant market prices. The aggregate
private and general government consumption expenditures increased by 6.7% and
gross domestic fixed capital formation increased by 11.4%.
GDP growth slowed in 2001 to 3.1% at constant market prices, as aggregate
private and general government consumption expenditures increased by 4.2% and
gross domestic fixed capital formation decreased by 1.8%.
Based on preliminary data, GDP growth in 2002 was 6.3% at constant market
prices, as aggregate private and general government consumption expenditures
increased by 6.2% and gross domestic fixed capital formation increased by 4.8%.
98
Principal Sectors of the Economy
Industrial Sectors
The following table sets out production indices for the principal
industrial products of the Republic and their relative contribution to total
industrial production.
Industrial Production
2000 Index
Weight(1) 1998 1999 2000 2001 2002
---------- ----- ----- ----- ----- -----
Mining............................................ 36.2 93.9 101.4 100.0 99.1 103.2
Coal.......................................... 4.7 106.8 98.8 100.0 94.0 83.4
Metal Ores.................................... 0.8 144.6 122.0 100.0 58.1 96.7
Others........................................ 30.7 91.4 101.2 100.0 100.9 106.4
Manufacturing..................................... 9,362.9 68.3 85.4 100.0 100.9 108.3
Food Products and Beverages................... 658.8 88.8 97.2 100.0 105.6 108.4
Tobacco Products.............................. 53.4 102.8 97.7 100.0 99.6 99.9
Textiles...................................... 472.7 94.2 100.1 100.0 90.0 84.6
Apparel and Fur Articles...................... 210.3 79.0 87.1 100.0 92.7 99.6
Tanning and Dressing of Leather............... 97.6 107.7 108.4 100.0 94.8 87.4
Wood and Wood and Cork Products............... 62.2 76.6 96.7 100.0 105.9 110.8
Pulp, Paper and Paper Products................ 193.2 86.6 96.3 100.0 98.9 104.8
Publishing, Printing and Reproduction of
Record Media................................ 226.8 100.4 98.2 100.0 103.8 110.2
Coke, Refined Petroleum Products and Nuclear
Fuel........................................ 309.9 90.3 98.4 100.0 96.3 88.1
Chemicals and Chemical Products............... 856.9 85.5 94.3 100.0 102.8 109.3
Rubber and Plastic Products................... 429.9 79.7 93.7 100.0 102.6 110.2
Non-Metallic Mineral Products................. 331.5 87.3 93.8 100.0 102.1 107.7
Basic Metals.................................. 566.2 80.7 92.2 100.0 101.4 106.1
Fabricated Metal Products..................... 414.8 90.8 95.4 100.0 95.3 99.0
Machinery and Equipment....................... 812.5 66.2 81.5 100.0 97.0 104.7
Office, Accounting and Computing
Machinery................................... 330.8 30.7 62.2 100.0 100.3 110.9
Electrical Machinery and Apparatus and
Others...................................... 379.8 64.4 82.7 100.0 95.9 103.6
Radio, Television and Communication
Equipment................................... 1,481.0 50.4 74.0 100.0 105.3 128.1
Medical Precision and Optical Instrument,
Watches..................................... 105.0 83.1 92.5 100.0 101.4 100.9
Motor Vehicles and Trailers................... 916.1 57.3 87.8 100.0 98.7 106.7
Other Transport Equipment..................... 274.6 100.3 108.8 100.0 125.3 124.4
Furniture and Other Manufactured Goods........ 178.9 88.7 105.2 100.0 95.0 95.7
Electricity and Gas............................... 600.9 79.4 89.4 100.0 106.9 115.0
All Items......................................... 10,000.0 68.9 85.6 100.0 101.3 108.7
Percentage Increase (Decrease) of All Items
Over Previous Year.......................... (6.5) 24.2 16.8 1.3 7.3
- --------
(1) Index weights were established on the basis of an industrial census in 2000
and reflect the average annual value added by production in each of the
classifications shown, expressed as a percentage of total value added in
the mining, manufacturing and electricity and gas industries in that year.
Source: Monthly Bulletin, January 2003; Korea National Statistical Office.
99
Industrial production declined by 6.5% in 1998 because of the economic
slowdown which depressed domestic demand. Industrial production increased 24.2%
in 1999 because of the Republic's domestic consumption recovery and the general
stabilization in the economy. Industrial production increased by 16.8% in 2000
primarily due to increased exports and high domestic consumption. Industrial
production growth slowed to 1.3% in 2001 because exports decreased while
domestic consumption growth slowed. The Government estimates that industrial
production increased by 7.3% in 2002 primarily due to strong domestic
consumption and increased exports.
Manufacturing
In 1998, the manufacturing sector contracted by 6.6% compared with 1997. In
1999 and 2000, the manufacturing sector grew by 25.0% and 17.1%, respectively,
due to general recovery from the economic downturn in 1998. In 2001, the
manufacturing sector increased production by 0.9%, and in 2002, the
manufacturing sector increased production by 7.3%. Light industries did not
fare as well as the heavy and chemical industries segment as the economic boom
of the early- and mid-1990s favored the large companies involved in the heavy
and chemical industries. Light industry recorded a 15.5% decline in 1998. In
1999, light industry recorded an increase of production of 9.6%. In 2000, light
industry recorded an increase of production of 2.8% due to increased production
of clothing, rubber and plastic products. In 2001, light industry recorded a
0.7% decline due to the decreased production of textile, apparel and leather
products. In 2002, light industry recorded a 2.2% increase due to increased
production of food products.
Automobiles. In 1998, domestic auto sales decreased by 48.5% compared to
1997 due to a decrease in real income and rises in unemployment and interest
rates caused by the country's economic restructuring. Exports recorded only
modest growth of 3.4% due to a reduction in demand from developing countries.
Labor unrest at Hyundai Motors, the largest auto maker in Korea, also
contributed to the decrease in automobile production. Overall automobile
production of the Republic in 1998 decreased by 34.0% compared to 1997. In
1999, automobile production increased by 45.5%, domestic sales recorded an
increase of 63.2% and exports recorded an increase of 10.9%, each compared with
1998. In 2000, automobile production increased by 9.6%, domestic sales recorded
an increase of 12.3% and exports recorded an increase of 11.0%, each compared
with 1999. In 2001, automobile production decreased by 5.4% compared to 2000.
In 2001, domestic sales recorded an increase of 1.5% and exports recorded a
decrease of 10.5%, each compared with 2000. In 2002, automobile production
increased by 6.8%, domestic sales recorded an increase of 11.8% and exports
recorded an increase of 0.6%, each compared with 2001.
Electronics. In 1998, electronics production decreased by 20.1% and
exports decreased by 7.2% compared to 1997 primarily because of continued
oversupply of semiconductor memory chips in the world market. In 1999,
electronics production increased by 43.5% compared to 1998, and exports
increased by 34.2%. The growth in global electronics demand, particularly for
"information technology products", such as semiconductor products, liquid
crystal display devices, mobile phones and personal computers, led this growth.
In 1999, export sales of semiconductor memory chips constituted approximately
37% of the Republic's total exports. In 2000, electronics production increased
by 17.7% and exports increased by 31.0%, each compared with 1999 primarily
because of the growth in global information technology products demand. In
2000, export sales of semiconductor memory chips constituted approximately 15%
of the Republic's total exports. In 2001, electronics production increased by
11.8% and exports increased by 20.6% compared to 2000 primarily due to the
continued growth in global information technology products demand. In 2001,
export sales of semiconductor
100
memory chips constituted approximately 9.5% of the Republic's total exports. In
2002, electronics production increased by 15.0% and exports increased by 18.2%,
each compared with 2001 primarily due to continued growth in global information
technology products demand. In 2002, export sales of semiconductor memory chips
constituted approximately 11.5% of the Republic's total exports.
Iron and Steel. Crude steel production in 1998 totaled 39.9 million tons,
a decrease of 6.2% from 1997, to rank sixth in the world. Domestic sales
decreased by 36.1% while exports increased 56.6%, largely due to enhanced price
competitiveness because of the devalued won. Overall steel production in 1998
decreased by 12.9% compared to 1997. In 1999, crude steel production increased
by 2.9% compared with 1998. In 2000, crude steel production totaled 43.1
million tons, an increase of 5.0% from 1999. Domestic sales increased by 13.7%
due to the general stabilization in the economy while exports decreased
slightly due to the oversupply of steel products in the world market. In 2001,
crude steel production totaled 43.8 million tons, an increase of 1.7% from
2000. Domestic sales and exports slightly decreased due to the oversupply of
steel products in the domestic and world markets. In 2002, crude steel
production totaled 45.4 million tons, an increase of 3.5% from 2001. Domestic
sales increased slightly due to the recovery of the domestic economy and
exports decreased slightly due to decreased sales to North America and Europe.
Shipbuilding. Shipbuilding orders in 1998 equaled 8.8 million gross tons,
a decrease of 35.8% compared to 1997. Despite the decrease, Korea recorded the
world's second largest share of shipbuilding orders in 1998. In 1999, the
Republic's shipbuilding orders amounted to 11.8 million tons, which represented
the world's largest share in such year. In 2000, the Republic's shipbuilding
orders amounted to 20.7 million gross tons, an increase of 75.6% compared to
1999. Korea recorded the world's largest share of shipbuilding orders in 2000.
In 2001, the Republic's shipbuilding orders amounted to 11.8 million gross
tons, a decrease of 43.1% compared to 2000 due to decreased exports. In 2002,
the Republic's shipbuilding orders amounted to 9.8 million gross tons, a
decrease of 16.9% compared to 2001.
Agriculture, Forestry and Fisheries
The Government's agricultural policy has traditionally focused on:
. grain production;
. development of irrigation systems;
. land consolidation and reclamation;
. seed improvement;
. mechanization measures to combat drought and flood damage; and
. increasing agricultural incomes.
Recently, however, the Government has increased emphasis on cultivating
profitable crops and strengthening international competitiveness in
anticipation of opening the domestic agricultural market.
The production of rice, the largest agricultural product in Korea, totaled
5.1 million tons in 1998, representing a 0.7% decrease compared to 1997. In
1999, rice production increased to 5.3 million tons, a 3.2% increase compared
with 1998. Due to limited crop yields resulting from geographical and
101
physical constraints, the Republic depends on imports for certain basic
foodstuffs. The Republic's self-sufficiency ratio further decreased from 57.9%
in 1997 to 57.6% in 1998 and 54.2% in 1999. In 2000, the Republic's self
sufficiency ratio slightly increased to 55.6%. In 2001, the Republic's self
sufficiency ratio was 56.8%. In 2002, the Republic's self sufficiency ratio was
56.2%.
The Government is seeking to develop the fishing industry by encouraging
the building of large fishing vessels and modernizing fishing equipment,
marketing techniques and distribution outlets.
The contribution of the agriculture, forestry and fisheries subsector to
GDP declined, at constant 1995 market prices, from 6.3% in 1994 to 5.2% in 2000
as a result of industrialization. In 2000, the agriculture, forestry and
fisheries subsector posted no significant change from 1999. In 2001, the
agriculture, forestry and fisheries industry increased by 1.2% compared to 2000
due to the increased productions of rice, fruits and corns as well as the
increase of fishing catches. In 2002, the agriculture, forestry and fisheries
industry, which decreased by 4.1% compared to 2001, was affected by unusually
unfavorable weather conditions, including a severe typhoon during the month of
September.
Construction
The construction industry constituted 8.0% of the Republic's GDP in 2001.
In 1998, the construction industry contracted by 8.6% compared with 1997
because of the economic downturn. In 1999, the construction industry contracted
by 10.1% compared with 1998. In 2000, the construction industry contracted by
3.7% compared with 1999 due to decreased orders for the construction of homes
and investments in infrastructure. In 2001, the construction industry increased
by 5.6% compared with 2000 due to the expansion of residential, commercial and
educational construction and the steady increase of government investments in
infrastructure. In 2002, the construction industry increased by 3.2% compared
to 2001 due to the expansion of residential and commercial construction.
Electricity and Gas
The following table sets out the Republic's dependence on imports for
energy consumption.
Dependence on Imports for Energy Consumption
Total Energy Consumption Imports Imports Dependence Ratio
------------------------ ------- ------------------------
(millions of tons of oil equivalents, except ratios)
1998 165.9 189.7 114.3
1999 181.4 201.0 110.8
2000 192.9 213.8 110.8
2001 198.4 215.4 108.6
2002 209.1 215.2 102.9
- --------
Source: Monthly Energy Statistics, March 2003; Korea Energy Economics Institute.
Korea has no domestic oil or gas production and depends on imported oil and
gas to meet its energy requirements. Accordingly, the international prices of
oil and gas significantly affects the Korean economy. Any significant long-term
increase in the prices of oil and gas will increase inflationary pressures in
Korea and adversely affect the Republic's balance of trade.
102
To reduce its dependence on oil and gas imports, the Government has
encouraged an energy source diversification program emphasizing nuclear energy.
The following table sets out the principal primary sources of energy consumed
in the Republic, expressed in oil equivalents and as a percentage of total
energy consumption.
Consumption of Energy by Source
Coal Petroleum Nuclear Others Total
------------- ------------- ------------- ------------- --------------
Quantity % Quantity % Quantity % Quantity % Quantity %
-------- ---- -------- ---- -------- ---- -------- ---- -------- -----
(millions of tons of oil equivalents, except percentages)
1998 36.0 21.7 90.6 54.6 22.4 13.5 16.9 10.2 165.9 100.0
1999 38.2 21.0 97.3 53.6 25.8 14.2 20.2 11.1 181.4 100.0
2000 42.9 22.2 100.3 52.0 27.2 14.1 22.5 11.7 192.9 100.0
2001 45.7 23.0 100.4 50.6 28.0 14.1 24.3 12.2 198.4 100.0
2002 49.1 23.5 102.7 49.1 29.8 14.3 27.5 13.2 209.1 100.0
- --------
Source: Monthly Energy Statistics, March 2003; Korea Energy Economics Institute.
The Republic's first nuclear power plant went into full operation in 1978
with a rated generating capacity of 587 megawatts. Eight more nuclear power
plants were completed between 1982 and 1997, adding 9,733 megawatts of
generating capacity. The Republic's total nuclear power generating capacity is
estimated to be 15,720 megawatts.
Services Sector
In 1998, the services sector was adversely affected by the Republic's
economic downturn. In 1998, the transportation, storage and communications
subsector contracted by 0.8% compared with 1997. In 1999, the transportation,
storage and communications subsector increased by 14.5% compared with 1998. The
transportation, storage and communications sector further increased by 17.9% in
2000 compared with 1999. In 2001, the transportation, storage and
communications sector increased by 10.5% compared with 2000. In 2002, the
transportation, storage and communications sector increased by 7.4% compared
with 2001. The financing, insurance, real estate and business services
subsector contracted by 1.9% in 1998 because of the economic downturn. With
large increases in securities trading in 1999, the financing, insurance, real
estate and business services subsector increased by 5.5% compared with 1998. In
2000, the financing, insurance, real estate and business service subsector
increased by 4.9% compared with 1999. In 2001, the financing, insurance, real
estate and business service subsector increased by 3.9% compared with 2000. In
2002, the financing, insurance, real estate and business service subsector
increased by 8.8% compared to 2001.
103
Prices, Wages and Employment
The following table shows selected price and wage indices and unemployment
rates:
Increase Increase Increase
Producer Over Consumer Over Over
Price Previous Price Previous Wage Previous Unemployment
Index(1) Year Index(1) Year Index(1)(2) Year Rate(1)(3)
---------- -------- ---------- -------- ----------- -------- ------------
(1995=100) (%) (2000=100) (%) (2000=100) (%) (%)
1997 107.2 3.9 90.2 4.4 84.7 7.0 2.6
1998 120.3 12.2 97.0 7.5 82.1 (2.5) 7.0
1999 117.8 (2.1) 97.8 0.8 92.6 12.1 6.3
2000 120.2 2.0 100.0 2.3 100.0 8.0 4.1
2001 122.5 1.9 104.1 4.1 105.1 5.1 3.8
2002 124.4 1.6 106.9 2.7 116.8 11.2 3.1
- --------
(1) Average for year.
(2) Nominal wage index of earnings in all industries.
(3) Expressed as a percentage of the economically active population.
Source: The Bank of Korea; Korea National Statistical Office.
The Government's economic policy has helped keep inflation low. The
inflation rate stood at 4.4% in 1997, 7.5% in 1998, 0.8% in 1999, 2.3% in 2000,
4.1% in 2001 and 2.7% in 2002.
The economic events in 1997 and 1998 described above led to an increase in
unemployment from 2.6% in 1997 to 6.3% in 1999, but unemployment has since
decreased to 4.1% in 2000, 3.8% in 2001 and 3.1% in 2002.
Korea regards its well-educated labor force as one of its principal assets.
From 1992 to 2002, the economically active population of the Republic increased
by 17.4% to 22.9 million, while the number of employees increased by 12.2% to
21.4 million. The economically active population over 15 years old as a
percentage of the total over-15 population has remained between 58% and 63%
over the past decade. Literacy among workers under 50 is almost universal.
For a description of the Republic's unemployment insurance system, see "The
Republic of Korea--The Economy--Post-IMF Reforms--Labor Market Reform".
Balance of Payments and Foreign Trade
Balance of Payments
Balance of payments figures measure the relative flow of goods, services
and capital into and out of the country as represented in the current balance
and the capital balance. The current balance tracks a country's trade in goods
and services and transfer payments and measures whether a country is living
within its income from trading and investments. The capital balance covers all
transactions involving the transfer of capital into and out of the country,
including loans and investments. The overall balance represents the sum of the
current and capital balances. An overall balance surplus indicates a net inflow
of foreign currencies, thereby increasing demand for and strengthening the
local currency. An overall balance deficit indicates a net outflow of foreign
currencies, thereby decreasing demand for and weakening the local currency. The
financial account mirrors the overall balance. If the overall balance is
positive, the surplus, which represents the nation's savings, finances the
overall deficit of the country's trading partners. Accordingly, the financial
account will indicate cash outflows equal to the
104
overall surplus. If, however, the overall balance is negative, the nation has
an international deficit which must be financed. Accordingly, the financial
account will indicate cash inflows equal to the overall deficit.
The following table sets out certain information with respect to the
Republic's balance of payments.
Balance of Payments
Classification December 31,
- -------------- -----------------------------------------------------
1998 1999 2000 2001 2002
--------- --------- --------- --------- ---------
(millions of dollars)
Current Account................... 40,364.9 24,476.7 12,241.2 8,238.9 6,092.1
Goods......................... 41,626.8 28,370.9 16,871.6 13,491.9 14,179.8
Exports(1)................ 132,121.6 145,163.6 175,947.7 151,261.6 162,553.7
Imports(1)................ 90,494.8 116,792.7 159,076.1 137,769.7 148,373.9
Services...................... 1,024.1 (651.0) (2,889.2) (3,827.6) (7,460.6)
Income........................ (5,638.3) (5,159.0) (2,421.3) (1,198.1) 451.4
Current Transfers............. 3,352.3 1,915.8 680.1 (227.3) (1,078.5)
Capital and Financial Account..... (3,196.7) 2,040.3 12,110.0 (3,274.9) 1,523.0
Financial Account(2)...... (3,367.8) 2,429.6 12,725.2 (2,543.9) 2,614.0
Capital Account........... 171.1 (389.3) (615.2) (731.0) (1,091.0)
Changes in Reserve Assets......... (30,975.0) (22,982.9) (23,771.2) (7,575.8) (11,800.6)
Net Errors and Omissions.......... (6,193.2) (3,534.1) (580.0) 2,611.8 4,185.5
- --------
(1) These entries are derived from trade statistics and are valued on a free on
board basis, meaning that the insurance and freight costs are not included.
(2) Includes borrowings from the IMF, syndicated bank loans and short-term
borrowings.
Source: Monthly Bulletin, February 2003; The Bank of Korea.
The figures for 2002 indicate a current account surplus of approximately
US$6.1 billion. The current account surplus in 2002 decreased in comparison
with the current account surplus in 2001, primarily due to an increase in
deficit from the services account.
Trade Balance
Trade balance figures measure the difference between a country's exports
and imports. If exports exceed imports the country has a trade balance surplus
while if imports exceed exports the country has a deficit. A deficit,
indicating that a country's receipts from abroad fall short of its payments to
foreigners, must be financed, rendering the country a debtor nation. A surplus,
indicating that a country's receipts exceed its payments to foreigners, allows
the country to finance its trading partners' net deficit to the extent of the
surplus, rendering the country a creditor nation.
105
The following table summarizes the Republic's trade balance for the periods
indicated:
Trade Balance
Exports
Balance of as % of
Exports(1) Imports(2) Trade Imports
---------- ---------- ---------- -------
(millions of dollars, except percentages)
1997 136,164.2 144,616.4 (8,452.2) 94.2
1998 132,313.1 93,281.8 39,031.4 141.8
1999 143,685.5 119,752.3 23,933.2 120.0
2000 172,267.5 160,481.0 11,786.5 107.3
2001 150,439.1 141,097.8 9,341.3 106.6
2002 162,470.5 152,126.2 10,344.4 106.8
- --------
(1) These entries are derived from trade statistics and are valued on a free on
board basis.
(2) These entries are derived from customs clearance statistics on a C.I.F.
basis, meaning that the price of goods include insurance and freight cost.
Source: Monthly Bulletin, February 2003; The Bank of Korea.
The Republic, due to its lack of natural resources, relies on extensive
trading activity for growth. The country meets virtually all domestic
requirements for petroleum, wood and rubber with imports, as well as much of
its coal and iron needs. Exports consistently represent a high percentage of
GDP; accordingly, the international economic environment is of crucial
importance to the Republic's economy.
The following tables give information regarding the Republic's exports and
imports by major commodity groups:
Exports by Major Commodity Groups (F.O.B.)(1)
As % As % As % As % As %
of of of of of
1998 Total 1999 Total 2000 Total 2001 Total 2002 Total
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
(millions of dollars, except percentages)
Foods & Consumer Goods....... 2,744.7 2.1 2,951.0 2.1 2,791.9 1.6 2,646.2 1.8 2,634.7 1.6
Raw Materials and Fuels...... 7,385.4 5.6 7,846.7 5.5 11,572.3 6.7 9,999.5 6.6 8,498.1 5.2
Light Industrial Products.... 32,486.0 24.6 29,708.6 20.7 30,286.2 17.6 26,316.2 17.5 25,479.5 15.7
Fibres................... 1,505.6 1.1 1,390.3 1.0 1,529.8 0.9 1,260.5 0.8 1,382.8 0.9
Cloths................... 7,850.4 5.9 7,998.2 5.6 8,523.0 4.9 7,011.5 4.7 6,621.4 4.1
Clothing................. 4,653.3 3.5 4,869.0 3.4 5,024.1 2.9 4,300.1 2.9 3,946.9 2.4
Tires and Tubes.......... 1,543.0 1.2 1,485.8 1.0 1,421.4 0.8 1,425.7 0.9 1,516.8 0.9
Heavy & Chemical Industrial
Products.................... 89,697.0 67.8 103,179.2 71.8 127,617.1 74.1 111,477.2 74.1 125,858.3 77.5
Chemical Manufacturing
Products................ 9,016.8 6.8 9,408.8 6.5 12,144.7 7.0 10,826.7 7.2 11,845.3 7.3
Metal Goods.............. 11,118.7 8.4 10,308.4 7.2 11,362.5 6.6 10,031.4 6.7 10,312.1 6.4
Machinery................ 10,064.0 7.6 11,593.7 8.1 11,997.0 7.0 11,640.4 7.7 12,824.6 7.9
Electronics.............. 34,284.4 25.9 45,806.7 31.9 62,043.0 36.0 47,359.7 31.5 56,116.5 34.5
Passenger Cars........... 8,167.1 6.2 9,416.7 6.6 11,101.6 6.4 11,450.8 7.6 13,322.3 8.2
Ship..................... 8,014.1 6.1 7,490.3 5.2 8,229.4 4.8 9,699.2 6.4 10,672.2 6.6
--------- ----- --------- ----- --------- ----- --------- ----- --------- -----
Total................. 132,313.1 100.0 143,685.5 100.0 172,267.5 100.0 150,439.1 100.0 162,470.5 100.0
========= ===== ========= ===== ========= ===== ========= ===== ========= =====
- --------
(1) These entries are derived from customs clearance statistics. F.O.B. stands
for free on board, meaning that insurance and freight costs are not
included.
Source: Monthly Bulletin, February 2003; The Bank of Korea.
106
Imports by Major Commodity Groups (C.I.F.)(1)
As % As % As % As % As %
of of of of of
1998 Total 1999 Total 2000 Total 2001 Total 2002 Total
-------- ----- --------- ----- --------- ----- --------- ----- --------- -----
(millions of dollars, except percentages)
Foods & Consumer Goods........ 12,655.4 13.6 14,011.6 11.7 16,073.7 10.0 16,630.7 11.8 20,250.9 13.3
Grain..................... 2,519.9 2.7 2,319.6 1.9 2,438.3 1.5 2,528.8 1.8 2,665.0 1.8
Direct Consumption
Goods.................... 2,372.5 2.5 3,655.9 3.1 4,646.8 2.9 4,786.5 3.4 5,707.7 3.8
Durable Goods............. 6,644.4 7.1 6,396.9 5.3 6,424.0 4.0 6,216.8 4.4 7,759.7 5.1
Nondurable Goods.......... 1,090.8 1.2 1,623.4 1.4 2,549.3 1.6 3,091.2 2.2 4,112.3 2.7
Industrial Materials and Fuels 45,593.5 48.9 57,252.9 47.8 78,974.8 49.2 71,929.3 51.0 73,891.4 48.6
Crude Oil................. 11,240.6 12.1 14,782.7 12.3 25,215.6 15.7 21,367.8 15.1 19,200.3 12.6
Raw Material for Light
Industry................. 3,731.8 4.0 4,184.7 3.5 4,844.7 3.0 4,408.8 3.1 5,320.4 3.5
Chemical Products......... 7,973.7 8.5 9,796.3 8.2 11,837.6 7.4 11,274.5 8.0 12,269.2 8.1
Steel Products............ 3,319.2 3.6 4,750.3 4.0 6,007.0 3.7 5,029.7 3.6 6,267.8 4.1
Capital Goods................. 35,032.9 37.6 48,487.8 40.5 65,432.5 40.8 52,537.8 37.2 57,983.8 38.1
Machinery................. 10,491.5 11.2 13,514.2 11.3 18,425.9 11.5 15,264.2 10.8 17,998.9 11.8
Electronic Products....... 21,583.4 23.1 31,673.1 26.4 43,292.9 27.0 33,839.2 24.0 35,996.6 23.7
Transport Equipment....... 2,137.7 2.3 2,392.5 2.0 2,815.5 1.8 2,648.4 1.9 3,082.5 2.0
-------- ----- --------- ----- --------- ----- --------- ----- --------- -----
Total.................. 93,281.8 100.0 119,752.3 100.0 160,481.0 100.0 141,097.8 100.0 152,126.2 100.0
======== ===== ========= ===== ========= ===== ========= ===== ========= =====
- --------
(1) These entries are derived from customs clearance statistics. C.I.F. means
that the price of goods include insurance and freight costs.
Source: Monthly Bulletin, February 2003; The Bank of Korea.
In 1998, the Republic recorded a trade surplus of US$39.0 billion due to a
35.5% decrease in imports. The Republic's economic difficulties drove down
imports of all categories of goods. Exports decreased by 2.8% due to decreases
in the country's major export categories.
In 1999, the Republic recorded a trade surplus of US$23.9 billion. Exports
grew by 8.6% and imports grew by 28.4%.
In 2000, the Republic recorded a trade surplus of US$11.8 billion. The
Republic's economic recovery led to a 34.0% increase in imports and a 19.9%
increase in exports, due to an increase in major import and export categories.
In 2001, the Republic recorded a trade surplus of US$9.3 billion. Exports
decreased by 12.7% primarily due to weaker sales of computer products and
imports decreased by 12.1% primarily due to decreased demand for raw materials
and capital goods.
In 2002, the Republic recorded a trade surplus of US$10.3 billion. Exports
increased by 8.0% primarily due to an increase in sales of semiconductors,
automobiles and wireless telecommunication devices and an increase in trade
volume with China and imports increased by 7.8% primarily due to an increase in
purchases of raw materials and machinery.
107
The Republic's largest trading partners, the United States, Japan and China
accounted for the following percentages of the country's imports and exports:
1998 1999 2000 2001 2002(1)
--------------- --------------- --------------- --------------- ---------------
Exports Imports Exports Imports Exports Imports Exports Imports Exports Imports
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
(%)
United States 17.2 21.9 20.5 20.8 21.8 18.2 20.7 15.8 20.2 15.1
Japan........ 9.2 18.1 11.0 20.2 11.9 19.8 11.0 18.9 9.4 19.6
China(2)..... 16.0 7.5 15.8 8.1 16.9 8.8 18.4 10.3 20.9 12.6
- --------
(1) Preliminary.
(2) Includes Hong Kong.
Source: Ministry of Commerce, Industry and Energy.
The outbreak of severe acute respiratory syndrome ("SARS") in Asia
(including China) and other parts of the world has increased uncertainty of
economic prospects for affected countries in particular, as well as world
economic prospects in general. SARS may have an adverse effect on Korean and
world economies.
Non-Commodities Trade Balance
In 1998, the Republic recorded a non-commodities trade deficit in its
current account of approximately US$4.6 billion. In 1999, the non-commodities
trade deficit increased to US$5.8 billion. The non-commodities trade deficit
decreased to US$5.3 billion in 2000 and US$4.4 billion in 2001. In 2002, the
non-commodities trade deficit increased to US$7.0 billion.
Foreign Currency Reserves
The following table shows the Republic's total official foreign currency
reserves:
Total Official Reserves
December 31,
-----------------------------------------
1999 2000 2001 2002
--------- --------- ---------- ----------
(millions of dollars)
Gold(1).............................. $ 67.1 $ 67.6 $ 68.3 $ 69.2
Foreign Exchange..................... 73,700.3 95,855.1 102,487.5 120,811.4
--------- --------- ---------- ----------
Total Gold and Foreign Exchange.. 73,767.4 95,922.7 102,555.8 120,880.6
Reserve Position at IMF.............. 286.5 271.8 262.2 520.2
Special Drawing Rights............... 0.7 3.5 3.3 11.8
--------- --------- ---------- ----------
Total Official Reserves.......... $74,054.5 $96,198.1 $102,821.4 $121,412.5
========= ========= ========== ==========
- --------
(1) For this purpose, domestically-owned gold is valued at US$42.22 per troy
ounce (31.1035 grams) and gold deposited overseas is calculated at cost of
purchase.
Source: The Bank of Korea.
The Government's foreign currency reserves increased to US$123.8 billion as
of March 31, 2003 from US$8.9 billion as of December 31, 1997, primarily due to
continued balance of trade surpluses and capital inflows.
108
The Financial System
Structure of the Financial Sector
The Republic's financial sector includes the following categories of
financial institutions:
. The Bank of Korea;
. banking institutions;
. non-bank financial institutions; and
. other financial entities, including:
--securities institutions;
--credit guarantee institutions;
--venture capital companies; and
--miscellaneous others.
To increase transparency in financial transactions and enhance the
integrity and efficiency of the financial markets, Korean law requires that
financial institutions confirm that their clients use their real names when
transacting business. To ease the liquidity crisis, the Government altered the
real-name financial transactions system during 1998, to allow the sale or
deposit of foreign currencies through domestic financial institutions and the
purchase of certain bonds, including Government bonds, without identification.
The Government also strengthened confidentiality protection for private
financial transactions.
Banking Industry
The banking industry comprises commercial banks and specialized banks.
Commercial banks serve the general public and corporate sectors. They include
nationwide banks, regional banks and branches of foreign banks. Regional banks
provide services similar to nationwide banks, but operate in a geographically
restricted region. Branches of foreign banks have operated in Korea since 1967
but provide a relatively small proportion of the country's banking services. As
of December 31, 2002, commercial banks consisted of eight nationwide banks, all
of which have branch networks throughout Korea, six regional banks and 62
branches of foreign banks operated in the country. Nationwide and regional
banks had, in the aggregate, 4,939 domestic branches and offices, 55 overseas
branches, four overseas representative offices and 23 overseas subsidiaries as
of December 31, 2002.
Specialized banks meet the needs of specific sectors of the economy in
accordance with Government policy; they are organized under, or chartered by,
special laws. Specialized banks include:
. The Korea Development Bank;
. The Export-Import Bank of Korea;
. The Industrial Bank of Korea;
. National Agricultural Cooperatives Federation (which merged with the
National Livestock Cooperatives Federation in July 2000); and
. National Federation of Fisheries Cooperatives.
109
The economic difficulties in 1997 and 1998 caused an increase in Korean
banks' non-performing assets and a decline in capital adequacy ratios of Korean
banks. From 1998 through 2002, the Financial Supervisory Commission amended
banking regulations several times to adopt more stringent definitions for
non-performing loans that more closely followed international standards. The
new definitions increased the level of non-performing loans held by banks and
other financial institutions. The following table sets out the total loans and
discounts and non-performing assets of the commercial banking sector.
Non-Performing Percentage
Total Loans Assets of Total
----------- -------------- ------------
(in trillions of won) (percentage)
December 31, 1999 328.3 27.4 8.3
December 31, 2000 361.6 23.9 6.6
December 31, 2001 379.1 11.0 2.9
December 31, 2002 464.6 9.0 1.9
- --------
Source: Banking Statistics, February 2003; Financial Supervisory Service.
Most of the growth in total loans since the end of 1999, and in particular,
since the end of 2001, has been attributable to loans to the retail sector,
accounting for 51.8% of total loans as of December 31, 2002, compared to 40.0%
as of December 31, 1999.
A group of the Republic's banks, including eight nationwide commercial
banks, six regional commercial banks and five special banks, posted an
aggregate net profit of (Won)5.0 trillion in 2002, compared to an aggregate net
profit of (Won)4.7 trillion in 2001.
Non-Bank Financial Institutions
Non-bank financial institutions include:
. investment institutions, including merchant banks, securities investment
trust companies and the Korea Securities Finance Corporation;
. savings institutions, including trust accounts of banks, mutual savings
and finance companies, credit unions, mutual credit facilities, community
credit cooperatives and postal savings;
. life insurance institutions; and
. credit card companies.
As of December 31, 2002, three merchant banks operated in the country.
Since 1998, 28 merchant banks have been closed or merged into commercial banks
or securities firms. As of December 31, 2002, the total assets of Korea's
merchant banks amounted to an aggregate of (Won)3,090.9 billion.
Through December 2001, each of five securities investment trust companies
which managed and sold securities investment trusts was converted into an
investment trust management company which only manages the trusts and a
securities company. As of January 20, 2003, 31 securities investment trust
management companies, which manage the trusts, operate in Korea. Currently,
there is no securities investment trust company that also sells interests in
the trusts in the Republic. As of January 20, 2003, total assets of all the
securities investment trust companies totaled (Won)1,804.2 billion.
110
Korean banks provide trust account management services pursuant to Korean
law applicable to trusts. Banks segregate trust assets and cannot use them to
satisfy claims of depositors or other creditors. Accordingly, trust accounts
appear separately from banking accounts in the banks' financial statements. As
of December 31, 2002, assets of trust accounts of all banks providing trust
account management services totaled (Won)130,857.9 billion.
The country had 116 mutual savings banks as of December 31, 2002, with
assets totaling (Won)25,434.8 billion.
As of December 31, 2002, 14 domestic life insurance institutions, three
branches of foreign companies and six wholly-owned subsidiaries of foreign life
insurance companies, with assets totaling approximately (Won)163.3 trillion as
of December 31, 2002, served the Republic.
As of December 31, 1999, seven credit card companies operated in the
country with loans totaling approximately (Won)18.0 trillion, of which 8.1%
were classified as non-performing loans. As of December 31, 2002 nine credit
card companies operated in the country with loans totaling approximately
(Won)43.3 trillion, of which 11.3% were classified as non-performing loans.
Money Markets
In Korea, the money markets consist of the call market and markets for a
wide range of other short-term financial instruments, including treasury bills,
monetary stabilization bonds, negotiable certificates of deposits, repurchase
agreements and commercial paper.
Securities Markets
As of March 31, 2003, 44 domestic securities companies (including joint
venture securities companies) and 17 branches of foreign securities companies
operated in Korea.
The Korea Stock Exchange, a non-profit corporation wholly owned by its
member firms began operations in 1956 and is Korea's only stock exchange. It
has a single trading floor located in Seoul. The exchange imposes daily limits
on share price movements to avoid excessive fluctuation. The Korea Composite
Stock Price Index is comprised of all equities listed on the exchange. The
exchange opened a stock index futures market in May 1996 and an options market
in July 1997.
In addition to the Korea Stock Exchange, Korea has two over-the-counter
stock markets. The KOSDAQ Stock Market was established in July 1996, and the
OTC Bulletin Board Market was launched in March 2000 for trading of shares not
listed on either the Korea Stock Exchange or the KOSDAQ Stock Market.
111
The following table shows the value of the Korea Composite Stock Price
Index as of the dates indicated.
December 28, 1998....... 562.5
December 28, 1999....... 1,028.1
December 26, 2000....... 504.6
January 31, 2001.... 617.9
February 28, 2001... 578.1
March 30, 2001...... 523.2
April 30, 2001...... 577.4
May 31, 2001........ 612.2
June 29, 2001....... 595.1
July 31, 2001....... 541.6
August 31, 2001..... 545.1
September 28, 2001.. 479.7
October 31, 2001.... 537.8
November 30, 2001... 643.9
December 28, 2001....... 693.7
January 31, 2002.... 748.1
February 28, 2002... 820.0
March 29, 2002...... 895.6
April 30, 2002...... 842.3
May 31, 2002........ 796.4
June 28, 2002....... 742.7
July 31, 2002....... 718.0
August 30, 2002..... 736.4
September 30, 2002.. 646.4
October 31, 2002.... 658.9
November 29, 2002... 724.8
December 30, 2002....... 627.6
January 30, 2003.... 591.9
February 28, 2003... 575.4
March 31, 2003...... 535.7
April 30, 2003...... 599.4
On December 27, 1997, the last day of trading in 1997, the index stood at
376.3, a sharp decline from 647.1 on September 30, 1997. The fall resulted from
growing concerns about the Republic's weakening financial and corporate
sectors, the Republic's falling foreign currency reserves, the sharp
depreciation of the Won against the U.S. Dollar and other external factors,
such as a sharp decline in stock prices in Hong Kong on October 24, 1997 and
financial turmoil in Southeast Asian countries. The Korea Composite Stock Price
Index rose to 1,028.1 on December 28, 1999, but has since been volatile. The
index was 619.1 on May 9, 2003.
Supervision System
The Office of Bank Supervision, the Securities Supervisory Board, the
Insurance Supervisory Board and all other financial sector regulatory bodies
merged in January 1999 to form the Financial Supervisory Commission. The
Financial Supervisory Commission acts as the executive body over the
112
Financial Supervisory Service. The Financial Supervisory Commission reports to,
but operates independently of, the Prime Minister's office.
The Ministry of Finance and Economy focuses on financial policy, foreign
currency regulations and the approval process for establishing financial
institutions. The Bank of Korea manages monetary policy focusing on price
stabilization.
Insurance System
The Republic's deposit insurance system insures amounts on deposit with
banks, non-bank financial institutions, securities companies and life insurance
companies.
Since January 2001, deposits at any single financial institution are
insured only up to (Won)50 million regardless of the amount deposited.
The Government recently excluded certain deposits, such as repurchase
agreements, from the insurance scheme, expanded the definition of unsound
financial institutions to which the insurance scheme would apply and increased
the insurance premiums payable by insured financial institutions.
Monetary Policy
The Bank of Korea
The Bank of Korea was established in 1950 as Korea's central bank and the
country's sole currency issuing bank. A seven-member Monetary Policy Committee,
chaired by the Governor of The Bank of Korea, formulates and controls monetary
and credit policies.
The core inflation rate, which is the consumer price index adjusted to
remove the non-cereal agriculture and petroleum components, is used as The Bank
of Korea's target indicator. To achieve its established inflation target, the
Monetary Policy Committee of The Bank of Korea determines and announces its
overnight call rate target on a monthly basis. The Bank of Korea uses open
market operations as its primary instrument to keep the call rate in line with
the Monetary Policy Committee's target rate. In addition, The Bank of Korea is
able to establish policies regarding its lending to banks in Korea and their
reserve requirements.
Interest Rates
Interest rates gradually have been deregulated under a four-stage plan
initiated in August 1991. In July 1997, some elements of the fourth and final
stage of the plan were put in place. As of the end of 2002, all deposit and
lending rates had been deregulated with the exception of those on demand
deposits, which are scheduled to be deregulated in the near future.
113
Money Supply
The following table shows the volume of the Republic's money supply:
Money Supply
December 31,
-----------------------------------------------------
1998 1999 2000 2001 2002
--------- --------- --------- --------- ---------
(billions of won)
Money Supply (M1)(1)................... 121,731.1 170,659.4 196,714.5 246,720.5 283,580.8
Quasi-money(2)......................... 517,933.2 501,885.0 510,984.4 518,258.8 588,494.8
Money Supply (M2)...................... 639,664.3 672,544.4 707,698.9 764,979.3 872,075.6
Percentage Increase Over Previous
Year............................. 23.7% 5.1% 5.2% 8.1% 14.0%
- --------
(1) Consists of currency in circulation and demand and instant access savings
deposits at financial institutions.
(2) Includes time and installment savings deposits, marketable instruments,
yield-based dividend instruments and financial debentures, excluding
financial instruments with a maturity of more than two years.
Source: The Bank of Korea.
Exchange Controls
Authorized foreign exchange banks, as approved by the Ministry of Finance
and Economy, handle foreign exchange transactions. The ministry has designated
other types of financial institutions to handle foreign exchange transactions
on a limited basis.
Korean laws and regulations generally require the approval of, or a report
to, either the Ministry of Finance and Economy, The Bank of Korea or authorized
foreign exchange banks, as applicable, for issuances of international bonds and
other instruments, overseas investments and certain other transactions
involving foreign exchange payments.
In 1994 and 1995, the Government relaxed regulations of foreign exchange
position ceilings and foreign exchange transaction documentation and created
free Won accounts which may be opened by non-residents at Korean foreign
exchange banks. The Won funds deposited into the free Won accounts may be
converted into foreign currencies and remitted outside Korea without any
governmental approval. In December 1996, after joining the OECD, the Republic
freed the repatriation of investment funds, dividends and profits, as well as
loan repayments and interest payments. The Government continues to reduce
exchange controls in response to changes in the world economy, including the
new trade regime under the WTO, anticipating that such foreign exchange reform
will improve the Republic's competitiveness and encourage strategic alliances
between domestic and foreign entities.
In September 1998 the National Assembly passed the Foreign Exchange
Transaction Act, which became effective in April 1999 and was subsequently
amended in October 2000. In principle, most currency and capital transactions,
including, among others, the following transactions have been liberalized:
. the investment in real property located overseas by Korean companies and
financial institutions;
114
. the establishment of overseas branches and subsidiaries by Korean
companies and financial institutions;
. the investment by non-residents in deposits and trust products having
more than one year maturities; and
. the issuance of debentures by non-residents in the Korean market.
To minimize the adverse effects from further opening of Korean capital
markets, the Ministry of Finance and Economy is authorized to introduce a
variable deposit requirement system to restrict the influx of short-term
speculative funds.
The Government has also embarked on a second set of liberalization
initiatives starting in January 2001, under which ceilings on international
payments for Korean residents have been eliminated, including overseas travel
expenses, overseas inheritance remittances and emigration expenses. Overseas
deposits, trusts, acquisitions of foreign securities and other foreign capital
transactions made by residents and the making of deposits in Korean currency
made by non-residents have also been liberalized. In line with the foregoing
liberalization, measures will also be adopted to curb illegal foreign exchange
transactions and to stabilize the foreign exchange market.
115
Foreign Exchange
The following table shows the exchange rate between the Won and the U.S.
Dollar (in Won per U.S. Dollar) as announced by the Seoul Money Brokerage
Services, Ltd. as of the dates indicated.
Exchange Rates
Won/U.S. Dollar
Exchange Rate
---------------
December 31, 1996... 844.2
December 31, 1997... 1,415.2
December 31, 1998... 1,207.8
December 30, 1999... 1,145.4
December 29, 2000... 1,259.7
January 31, 2001.. 1,265.5
February 28, 2001. 1,245.7
March 30, 2001.... 1,314.0
April 30, 2001.... 1,324.7
May 31, 2001...... 1,292.9
June 30, 2001..... 1,300.7
July 31, 2001..... 1,301.4
August 31, 2001... 1,283.8
September 29, 2001 1,309.1
October 31, 2001.. 1,296.1
November 30, 2001. 1,274.0
December 31, 2001... 1,326.1
January 31, 2002.. 1,314.8
February 28, 2002. 1,327.7
March 30, 2002.... 1,326.4
April 30, 2002.... 1,292.2
May 31, 2002...... 1,233.3
June 29, 2002..... 1,201.8
July 31, 2002..... 1,197.0
August 31, 2002... 1,200.5
September 30, 2002 1,225.5
October 31, 2002.. 1,233.4
November 30, 2002. 1,208.0
December 31, 2002... 1,200.4
January 30, 2003.. 1,170.5
February 28, 2003. 1,186.8
March 31, 2003.... 1,252.9
April 30, 2003.... 1,213.1
Prior to November 1997, the Government permitted exchange rates to float
within a daily range of 2.25%. In response to the substantial downward
pressures on the Won caused by the Republic's economic difficulties in late
1997, in November 1997, the Government expanded the range of permitted daily
exchange rate fluctuations to 10%. The Government eliminated the daily exchange
rate band in December 1997, and the Won now floats according to market forces.
The value of the Won relative to the U.S. dollar depreciated from (Won)888.1 to
US$1.00 on June 30, 1997 to (Won)1,964.8 to
116
US$1.00 on December 24, 1997. Due to improved economic conditions and increases
in trade surplus, the Won has generally appreciated against the U.S. dollar.
The market average exchange rate was (Won)1,196.9 to US$1.00 on May 9, 2003.
Government Finance
The Ministry of Planning and Budget prepares the Government budget, and the
Ministry of Finance and Economy administers the Government's finances.
The Government's fiscal year commences on January 1. The Ministry of
Planning and Budget must submit the budget to the National Assembly not later
than 90 days prior to the start of the fiscal year and may submit supplementary
budgets revising the original budget at any time during the fiscal year.
The following table shows consolidated Government revenues and expenditures.
Consolidated Central Government Revenues and Expenditures
1998 1999 2000 2001 2002(1)
------- ------- ------- ------- -------
(billions of won)
Total Revenues............................ 96,673 107,924 135,811 144,033 158,712
Current Revenues........................ 95,790 106,537 134,415 142,709 157,226
Total Tax Revenues.................... 67,798 75,658 92,935 95,793 103,967
Income Profits and Capital Gains.... 27,975 25,220 35,387 35,638 38,403
Tax on Property..................... 1,379 3,272 4,262 2,920 2,894
Tax on Goods and Services........... 27,159 33,608 38,020 43,818 48,048
Customs Duties...................... 3,836 4,687 5,800 5,923 6,601
Others.............................. 7,449 8,871 9,466 7,494 8,021
Social Security Contribution.......... 10,512 12,008 14,798 17,538 19,723
Non-Tax Revenues...................... 17,480 18,871 26,682 29,378 33,536
Capital Revenues........................ 883 1,387 1,396 1,324 1,486
Total Expenditures and Net Lending........ 115,430 120,988 129,284 136,765 136,047
Total Expenditures...................... 90,990 101,236 109,443 126,688 135,610
Current Expenditures.................. 70,631 76,798 87,170 101,744 106,256
Goods and Services.................. 21,697 19,772 24,707 26,223 28,628
Interest Payments................... 3,399 5,884 6,888 7,198 6,846
Subsidies and Other Transfers(2).... 44,430 49,333 55,114 66,540 68,931
Subsidies......................... 576 432 329 534 768
Other Transfers(2)................ 43,854 48,901 54,785 66,006 68,163
Non-Financial Public Enterprises
Expenditures...................... 1,105 1,809 461 1,783 1,851
Capital Expenditures.................. 20,359 24,438 22,273 24,944 29,354
Net Lending............................. 24,440 19,752 19,841 10,077 437
- --------
(1) Preliminary.
(2) Includes transfers to local governments, non-profit institutions,
households and abroad.
Source: Ministry of Finance and Economy.
The consolidated Government account consists of a General Account, Special
Accounts (including a non-financial public enterprise special account) and
Public Funds. The Government segregates the accounts of certain functions of
the Government into Special Accounts and Public Funds for more effective
administration and fiscal control. The Special Accounts and Public Funds
117
relate to business type activities, such as economic development, road and
railway construction and maintenance, monopolies, and communications
developments and the administration of loans received from official
international financial organizations and foreign governments.
Revenues derive mainly from national taxes and non-tax revenues.
Expenditures include general administration, national defense, community
service, education, health, social security, certain annuities and pensions and
local finance, which involves the transfer of tax revenues to local governments.
Tax revenues decreased slightly in 1998 because of the country's economic
difficulties. Expenditures increased significantly in 1998 resulting from the
Government's program to restructure the country's economy and its debt
obligations under the financial aid package extended by the IMF. Although the
Government reduced expenditures in other budget areas, such as defense and
general administration, a fiscal deficit was recorded in 1998 equal to
approximately 4.2% of the Republic's GDP, financed in part by approximately
(Won)11.7 trillion of Government bonds issued in the domestic market in 1998.
For 1999, revenues increased by approximately 11.6%, which represented
22.4% of the Republic's GDP, due in large part to higher tax and non-tax
revenues. The Government expanded the value added tax base further and reduced
the tax rate on real estate capital gains. The Government imposed modest cuts
in several expenditure categories relative to 1998, including wages and
salaries, purchase of goods and services, capital spending and net lending to
help offset an anticipated increase in interest payments, including the
carrying costs for financial sector restructuring. Fiscal deficit in 1999
decreased to approximately 2.7% of GDP.
For 2000, revenues increased by approximately 25.8%, which represented
26.0% of the Republic's GDP principally due to higher tax and non-tax revenues.
Tax revenues increased significantly while expenditures increased slightly due
to the country's economic recovery. Principal factors for the tax revenue
increase included:
. increase of corporate tax revenues due to increase of corporate profits;
. expansion of the tax base;
. increase of securities trading tax due to increase of trading volume; and
. increase of customs duties due to increase of imports.
The Republic had a fiscal surplus of 1.3% in 2000.
For 2001, revenues increased by approximately 6.1%, which represented 26.1%
of the Republic's GDP principally due to higher tax and non-tax revenues. Tax
revenues increased due to the country's economic growth and the accompanying
increase in the overall compensation of workers in Korea. Non-tax revenues
increased due to the sale by the Government of the shares it owns in Korean
companies such as KT Corporation (formerly known as Korea Telecom Corp.) and
Korea Tobacco & Ginseng Corporation as part of the Government's privatization
plans. The Republic had a fiscal surplus of 1.3% in 2001.
For 2002, revenues increased by approximately 10.2%, which represented
26.6% of the Republic's GDP principally due to higher tax and non-tax revenues.
Tax revenues increased due to the
118
country's economic growth and the accompanying increase in the overall
compensation of workers in Korea. Non-tax revenues increased due to an increase
in surplus amounts transfered from The Bank of Korea. Based on preliminary
data, the Republic had a fiscal surplus of 3.8% in 2002.
Debt
External and Internal Debt of the Government
The following table sets out, by currency and the equivalent amount in U.S.
Dollars, the estimated outstanding direct external debt of the Government as of
December 31, 2002.
Direct External Debt of the Government
Amount in Equivalent
Original Amount in U.S.
Currency Dollars(1)
-------------- --------------
(in millions)
US$......... US$ 14,255.3 US$14,255.3
German Mark. DM 61.2 32.8
Japanese Yen (Yen)109,635.0 925.1
-----------
Total... US$15,213.2
===========
- --------
(1) Amounts expressed in currencies other than US$ are converted to US$ at the
arbitrage rate announced by the Seoul Money Brokerage Services, Ltd. in
effect on December 31, 2002.
The following table summarizes, as of December 31 of the years indicated,
the outstanding direct internal debt of the Republic.
Direct Internal Debt of the Government
(billions of won)
1998 47,588.6
1999 66,145.3
2000 75,847.6
2001 87,327.5
2002 103,341.3
The following table sets out all guarantees by the Government of
indebtedness of others:
December 31,
----------------------------
2000 2001 2002
-------- --------- ---------
(billions of won)
Domestic... 70,779.5 103,338.5 100,753.7
External(1) 3,785.9 3,431.1 1,717.7
-------- --------- ---------
Total.. 74,565.4 106,769.6 102,471.4
======== ========= =========
- --------
(1) Converted to Won at foreign exchange banks' telegraphed transfer selling
rates to customers in effect on December 31 of each year.
119
For further information on the outstanding indebtedness, including
guarantees, of the Republic, see "The Republic of Korea--Tables and
Supplementary Information".
In December 1997, the National Assembly authorized the guarantee of up to
US$20 billion of external debt of Korean banks, and, in January 1998,
additional guarantees of up to US$7 billion of external debt of Korean
commercial and merchant banks and up to US$8 billion of external debt of The
Bank of Korea. The Government guaranteed approximately US$21.8 billion in new
one-, two- and three-year loans that replaced the short-term foreign currency
debt of eligible Korean financial institutions, all of which has subsequently
been repaid. For a further discussion of this program, see "The Republic of
Korea--The Economy--Post-IMF Reforms".
In April 1998, the Government issued US$4.0 billion of U.S.
Dollar-denominated debt securities in addition to the World Bank and ADB
obligations incurred in 1998.
External Debt
The following table sets out certain information regarding Korea's total
external debt calculated using criteria agreed with the IMF. In particular,
this information includes offshore borrowings by Korean banks, including their
overseas branches and subsidiaries, but excludes borrowings by overseas
branches and subsidiaries of Korean companies and deposits in overseas branches
and subsidiaries of Korean banks.
December 31,
-----------------------------------
1997 1998 1999 2000 2001 2002
----- ----- ----- ----- ----- ----
(billions of dollars)
Total External Liabilities.................... 159.2 148.7 137.1 131.7 118.8 131.0
Long-Term Debt............................ 95.7 118.0 97.8 83.8 77.8 81.2
Public Sector......................... 22.3 36.6 29.5 28.3 20.8 19.7
Domestic Financial Institutions....... 43.2 45.8 43.5 22.5 20.1 19.3
Korean Branches of Foreign Banks...... 4.4 6.3 4.0 2.6 2.7 3.1
Private Sector........................ 25.9 29.4 29.9 30.4 34.2 39.1
Short-Term Debt........................... 63.6 30.7 39.2 47.9 41.0 49.8
Domestic Financial Institutions....... 27.2 11.3 12.7 15.3 13.1 17.3
Korean Branches of Foreign Banks...... 15.2 7.6 9.8 10.4 9.1 13.9
Private Sector........................ 21.2 11.8 16.7 22.2 18.8 18.6
- --------
Source: Ministry of Finance and Economy.
Debt Record
The Government has always paid when due the full amount of principal of,
interest on, and amortization or sinking fund requirements of, all of its
indebtedness.
120
Tables and Supplementary Information
A. External Debt of the Government(1)
Range of Range of Principal Amounts
Interest Range of Years of Outstanding as of
Currency of Borrowings Rates Years of Issue Maturity December 31, 2002
---------------------- ---------- -------------- -------- -------------------
(%) (millions of units)
US$.............. 0.75- 1960- 2001-
9/Floating 1998 2023 US$ 14,255.5
Japanese Yen..... 3.25-5 1980- 2005-
1990 2015 (Yen)109,635.0
German Mark...... 2-4.5 1973- 2001-
1985 2021 DM 61.2
Total External Funded Debt(2).................... US$ 15,213.2
- --------
(1) Estimated.
(2) Amounts expressed in currencies other than US$ are converted to US$ at the
arbitrage rate between foreign currencies announced by the Seoul Money
Brokerage Services, Ltd. in effect on December 31, 2002.
B. External Guaranteed Debt of the Government
Principal Amounts
Interest Years of Years of Outstanding as of
Name Rates Issue Maturity December 31, 2002(1)
- ---- -------- -------- -------- ---------------------
(%) (millions of dollars)
1. Bonds
Total Bonds......................................... None
2. Borrowings
City of Taegu................ Floating 1988 2003 1.3
Korea District Heating Corp.. Floating 1986 2003 2.9
The Korea Development Bank... Floating 1999 2009 190.8
The Korea Development Bank... Floating 1998 2003 157.7
Industrial Bank of Korea..... Floating 1999 2006 1,064.1
-------
Total Borrowings(2)......................... 1,416.8
-------
Total External Guaranteed Debt(2)..... 1,416.8
=======
- --------
(1) Estimated.
(2) Amounts expressed in currencies other than US$ are converted to US$ at the
arbitrage rate between foreign currencies announced by the Seoul Money
Brokerage Services, Ltd. in effect on December 31, 2002.
121
C. Internal Debt of the Government
Range of Range of Principal Amounts
Range of Years of Years of Outstanding as of
Title Interest Rates Issue Maturity December 31, 2002(1)
- ----- -------------- --------- --------- --------------------
(%) (billions of won)
1. Bonds
Interest-Bearing Treasury Bond for
Cereals Fund...................... 2.0-17.0 1995-1999 2000-2004 1,100.0
Foreign Exchange Stabilization
Bonds............................. 6.97-14.48 1995-2000 2000-2005 15,849.9
Interest-Bearing Treasury Bond for
Treasury Bond Management
Fund.............................. 5.55-18.4 1995-2000 2001-2010 55,615.2
Interest-Bearing Treasury Bond for
National Housing I................ 5.0 1990-2000 1995-2005 22,470.5
Interest-Bearing Treasury Bond for
National Housing II............... 3.0 1983-1999 2003-2019 3,236.1
Non-interest-Bearing Treasury Bond
for Contribution(2)............... -- 1967-1985 -- 11.3
--------
Total Bonds................................................ 98,283.0
--------
2. Borrowings
Borrowings from The Bank of Korea................ 950.0
Borrowings from the Sports Promotion Fund........ 71.3
Borrowings from the Civil Servant Pension Fund... 650.0
Borrowings from the Export Insurance Fund........ 510.0
Borrowings from The Korea Development Bank....... 114.2
Authorizeds Government Debt beyond Budget Limit.. 2,762.8
---------
Sub-Total.................................... 5,058.3
---------
Total Internal Funded Debt................ 103,341.3
=========
- --------
(1) Estimated.
(2) Interest Rates and Years of Maturity not applicable.
122
D. Internal Guaranteed Debt of the Government
Principal
Amounts
Range of Range of Range of Outstanding as
Interest Years of Years of of December 31,
Name Rates Issue Maturity 2002(1)
- ---- --------- --------- --------- -----------------
(%) (billions of won)
1. Bonds of Government-Affiliated
Corporations
The Korea Development Bank........... Floating 1989-1994 2002-2004 4.0
Korea Container Terminal Authority... 6.0% 1993-1996 2002-2005 100.0
Korea Asset Management Corporation... 5.0-12.14% 1997-1999 2002-2004 14,351.3
Korea Deposit Insurance Corporation.. 0.0-15% 1998-2001 1995-2008 80,974.4(2)
--------
Total Bonds............................................. 95,429.7
========
2. Borrowings of Government-Affiliated Corporations
Rural Development Corporation and Federation of 1967- 2000-
Farmland....................................... 5.5% 1989 2024 226.7
National Agricultural Cooperative Federation..... 5.0% 2001 2002 370.0
Others........................................... Floating 1991 1999 1,090.9
-------
Total Borrowings........................................... 1,686.6
=======
- --------
(1) Estimated.
(2) Over four years beginning in 2003, (Won)49 trillion of such debt will be
converted into direct debt of the Government.
123
DESCRIPTION OF THE SECURITIES
Description of Debt Securities
We will issue debt securities under a fiscal agency agreement or
agreements. The description below summarizes the material provisions of the
debt securities and the fiscal agency agreement. Since it is only a summary,
the description may not contain all of the information that may be important to
you as a potential investor in the debt securities. Therefore, we urge you to
read the form of fiscal agency agreement and the form of global debt security
before deciding whether to invest in the debt securities. We have filed a copy
of these documents with the Securities and Exchange Commission as exhibits to
the registration statement of which this prospectus is a part. You should refer
to such exhibits for more complete information.
The financial terms and other specific terms of your debt securities will
be described in the prospectus supplement relating to your debt securities. The
description in the prospectus supplement will supplement this description or,
to the extent inconsistent with this description, replace it.
We will appoint a fiscal agent or agents in connection with debt securities
whose duties will be governed by the fiscal agency agreement. We may replace
the fiscal agent or appoint different fiscal agents for different series of
debt securities.
General Terms of the Debt Securities
We may issue debt securities in separate series at various times. The
prospectus supplement that relates to your debt securities will specify some or
all of the following terms:
. the aggregate principal amount;
. the currency of denomination and payment;
. any limitation on principal amount and authorized denominations;
. the percentage of their principal amount at which the debt securities
will be issued;
. the maturity date or dates;
. the interest rate for the debt securities and, if variable, the method by
which the interest rate will be calculated;
. whether any amount payable in respect of the debt securities will be
determined based on an index or formula, and how any such amount will be
determined;
. the dates from which interest, if any, will accrue for payment of
interest and the record dates for any such interest payments;
. where and how we will pay principal and interest;
. whether and in what circumstances the debt securities may be redeemed
before maturity;
. any sinking fund or similar provision;
. whether any part or all of the debt securities will be in the form of a
global security and the circumstances in which a global security is
exchangeable for certificated securities;
124
. if issued in certificated form, whether the debt securities will be in
bearer form with interest coupons, if any, or in registered form without
interest coupons, or both forms, and any restrictions on exchanges from
one form to the other; and
. other specific provisions.
Depending on the terms of the debt securities we issue, the prospectus
supplement relating to the debt securities may also describe applicable U.S.
federal income tax and other considerations additional to the disclosure in
this prospectus.
Unless otherwise specified in the applicable prospectus supplement, we will
maintain at an office in the Borough of Manhattan, The City of New York, a
register for the registration of transfers of debt securities issued in
registered form.
Payments of Principal, Premium and Interest
On every payment date specified in the relevant prospectus supplement, we
will pay the principal, premium and/or interest due on that date to the
registered holder of the relevant debt security at the close of business on the
related record date. We will make all payments at the place and in the currency
set out in the prospectus supplement. Unless otherwise specified in the
relevant prospectus supplement or the debt securities, we will make payments in
U.S. dollars at the New York office of the fiscal agent or, outside the United
States, at the office of any paying agent. Unless otherwise specified in the
applicable prospectus supplement or debt securities, we will pay interest by
check, payable to the registered holder.
We will make any payments on debt securities in bearer form at the offices
and agencies of the fiscal agent or any other paying agent outside the United
States as we may designate. At the option of the holder of the bearer debt
securities, we will make such payments by check or by transfer to an account
maintained by the holder with a bank located outside of the United States. We
will not make payments on bearer debt securities at the corporate trust office
of the fiscal agent in the United States or at any other paying agency in the
United States. In addition, we will not make any payment by mail to an address
in the United States or by transfer to an account maintained by a holder of
bearer debt securities with a bank in the United States. Nevertheless, we will
make payments on a bearer debt security denominated and payable in U.S. dollars
at an office or agency in the United States if:
. payment outside the United States is illegal or effectively precluded by
exchange controls or other similar restrictions; and
. the payment is then permitted under United States law, without material
adverse consequences to us.
If we issue bearer debt securities, we will designate the offices of at
least one paying agent outside the United States as the location for payment.
Repayment of Funds; Prescription
If no one claims money paid by us to the fiscal agent for the payment of
principal or interest in respect of any series of debt securities for two years
after the payment was due and payable, the fiscal agent or paying agent will
repay the money to us. After such repayment, the fiscal agent or paying agent
will not be liable with respect to the amounts so repaid, and you may look only
to us for any payment under the debt securities.
125
Under Korea law, you will not be permitted to file a claim against us for
payment of principal or interest on any series of debt securities unless you do
so within five years, in the case of principal, and two years, in the case of
interest, from the date on which payment was due.
Global Securities
The prospectus supplement relating to a series of debt securities will
indicate whether any of that series of debt securities will be represented by a
global security. The prospectus supplement will also describe any unique
specific terms of the depositary arrangement with respect to that series.
Unless otherwise specified in the prospectus supplement, we anticipate that the
following provisions will apply to depositary arrangements.
Registered Ownership of the Global Security
The global security will be registered in the name of a depositary
identified in the prospectus supplement, or its nominee, and will be deposited
with the depositary, its nominee or a custodian. The depositary, or its
nominee, will therefore be considered the sole owner or holder of debt
securities represented by the global security for all purposes under the fiscal
agency agreement. Except as specified below or in the applicable prospectus
supplement, beneficial owners:
. will not be entitled to have any of the debt securities represented by
the global security registered in their names;
. will not receive physical delivery of any debt securities in definitive
form;
. will not be considered the owners or holders of the debt securities;
. must rely on the procedures of the depositary and, if applicable, any
participants (institutions that have accounts with the depositary or a
nominee of the depositary, such as securities brokers and dealers) to
exercise any rights of a holder; and
. will receive payments of principal and interest from the depositary or
its participants rather than directly from us.
We understand that, under existing industry practice, the depositary and
participants will allow beneficial owners to take all actions required of, and
exercise all rights granted to, the registered holders of the debt securities.
We will register debt securities in the name of a person other than the
depositary or its nominee only if:
. the depositary for a series of debt securities is unwilling or unable to
continue as depositary; or
. we determine, in our sole discretion, not to have a series of debt
securities represented by a global security.
In either such instance, an owner of a beneficial interest in a global
security will be entitled to registration of a principal amount of debt
securities equal to its beneficial interest in its name and to physical
delivery of the debt securities in definitive form.
Beneficial Interests in and Payments on a Global Security
Only participants, and persons that may hold beneficial interests through
participants, can own a beneficial interest in the global security. The
depositary keeps records of the ownership and transfer of
126
beneficial interests in the global security by its participants. In turn,
participants keep records of the ownership and transfer of beneficial interests
in the global security by other persons (such as their customers). No other
records of the ownership and transfer of beneficial interests in the global
security will be kept.
All payments on a global security will be made to the depositary or its
nominee. When the depositary receives payment of principal or interest on the
global security, we expect the depositary to credit its participants' accounts
with amounts that correspond to their respective beneficial interests in the
global security. We also expect that, after the participants' accounts are
credited, the participants will credit the accounts of the owners of beneficial
interests in the global security with amounts that correspond to the owners'
respective beneficial interests in the global security.
The depositary and its participants establish policies and procedures
governing payments, transfers, exchanges and other important matters that
affect owners of beneficial interests in a global security. The depositary and
its participants may change these policies and procedures from time to time. We
have no responsibility or liability for the records of ownership of beneficial
interests in the global security, or for payments made or not made to owners of
such beneficial interests. We also have no responsibility or liability for any
aspect of the relationship between the depositary and its participants or for
any aspect of the relationship between participants and owners of beneficial
interests in the global security.
Bearer Securities
We may issue debt securities in a series in the form of one or more bearer
global debt securities deposited with a common depositary for the Euroclear and
Cedel Bank, or with a nominee identified in the applicable prospectus
supplement. The specific terms and procedures, including the specific terms of
the depositary arrangement, with respect to any portion of a series of debt
securities to be represented by a global security will be described in the
applicable prospectus supplement.
Additional Amounts
We will make all payments of principal of, and premium and interest, if
any, on the debt securities without withholding or deducting any present or
future taxes imposed by the Republic or any of its political subdivisions,
unless required by law. If Korean law requires us to deduct or withhold taxes,
we will pay additional amounts as necessary to ensure that you receive the same
amount as you would have received without such withholding or deduction.
We will not pay, however, any additional amounts if you are liable for
Korean tax because:
. you are connected with the Republic other than by merely owning the debt
security or receiving income or payments on the debt security;
. you failed to complete and submit a declaration of your status as a
non-resident of the Republic after we or the relevant tax authority
requested you to do so; or
. you failed to present your debt security for payment within 30 days of
when the payment is due or, if the fiscal agent did not receive the money
prior to the due date, the date notice is given to holders that the
fiscal agent has received the full amount due to holders. Nevertheless,
we will pay additional amounts to the extent you would have been entitled
to such amounts had you presented your debt security for payment on the
last day of the 30-day period.
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We will not pay any additional amounts for taxes on the debt securities
except for taxes payable through deduction or withholding from payments of
principal, premium or interest. Examples of the types of taxes for which we
will not pay additional amounts include the following: estate or inheritance
taxes, gift taxes, sales or transfer taxes, personal property or related taxes,
assessments or other governmental charges. We will pay stamp or other similar
taxes that may be imposed by the Republic, the United States or any political
subdivision or taxing authority in one of those two countries on the fiscal
agency agreement or be payable in connection with the issuance of the debt
securities.
Status of Debt Securities
The debt securities will:
. constitute our direct, unconditional, unsecured and unsubordinated
obligations;
. rank at least equally in right of payment among themselves, regardless of
when issued or currency of payment; and
. rank at least equally in right of payment with all of our other unsecured
and unsubordinated obligations, subject to certain statutory exceptions
under Korean law.
Negative Pledge Covenant
If any debt securities are outstanding, we will not create or permit any
security interests on our assets as security for any of our indebtedness or
guarantees issued by us, unless the security interest also secures our
obligations under the debt securities.
We may, however, create or permit a security interest:
. on any promissory debt securities or commercial paper discounted or
otherwise provided as security to or issued or held by us created in
favor of The Bank of Korea in the normal operation of The Bank of Korea's
discount facilities or facilities for the funding of loans by us to our
customers; or
. on any asset (or documents of title to such asset) incurred when the
asset was purchased or improved to secure payment of the cost of the
activity; or
. of a statutory nature arising in the ordinary course of our business but
unrelated to our activities of borrowing or raising money; or
. on any real estate owned by us imposed by a tenant of such real estate as
security for repayment of any key money paid by the tenant; or
. arising by operation of Korean law or given preference by law following
our failure to meet an obligation, although we will not permit such a
security interest to exist for more than 30 days.
Events of Default
Each of the following constitutes an event of default with respect to any
series of debt securities:
1. Non-Payment: we do not pay principal or interest or premium or deposit
any sinking fund payment on any debt securities of the series when due
and such failure to pay continues for 30 days.
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2. Breach of Other Obligations: we fail to observe or perform any of the
covenants in the series of debt securities (other than non-payment) for
60 days after written notice of the default is delivered to us at the
corporate trust office of the fiscal agent in New York City by holders
representing at least 10% of the aggregate principal amount of the debt
securities of the series.
3. Cross Default and Cross Acceleration:
. we default on any External Indebtedness, and, as a result, become
obligated to pay an amount equal to or greater than US$10,000,000 in
aggregate principal amount prior to its due date; or
. we fail to pay when due, including any grace period, any of our
External Indebtedness in aggregate principal amount equal to or
greater than US$10,000,000 or we fail to pay when requested and
required by the terms thereof any guarantee for External Indebtedness
of another person equal to or greater than US$10,000,000 in aggregate
principal amount.
4. Moratorium/Default:
. the Republic declares a general moratorium on the payment of its
External Indebtedness, including obligations under guarantees;
. the Republic becomes liable to repay prior to maturity any amount of
External Indebtedness, including obligations under guarantees, as a
result of a default under such External Indebtedness or obligations; or
. the international monetary reserves of the Republic become subject to
a security interest or segregation or other preferential arrangement
for the benefit of any creditors.
5. Bankruptcy:
. we are declared bankrupt or insolvent by any court or administrative
agency with jurisdiction over us;
. we pass a resolution to apply for bankruptcy or to request the
appointment of a receiver or trustee or similar official in insolvency;
. a substantial part of our assets are liquidated; or
. we cease to conduct the banking business.
6. Failure of Support: the Republic fails to provide financial support
for us as required under Article 44 of the KDB Act as of the date of
the debt securities of such series.
7. Control of Assets: the Republic ceases to own or control us (directly
or indirectly).
8. IMF Membership/World Bank Membership: the Republic ceases to be a
member of the IMF or the International Bank for Reconstruction and
Development (World Bank).
For purposes of the foregoing, "External Indebtedness" means any obligation
for the payment or repayment of money borrowed that is denominated in a
currency other than the currency of the Republic.
If an event of default occurs, any holder may declare the principal amount
of debt securities that it holds to be immediately due and payable by written
notice to us and the fiscal agent.
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You should note that:
. despite the procedure described above, no debt securities may be declared
due and payable if we cure the applicable event of default before we
receive the written notice from the debt security holder;
. we are not required to provide periodic evidence of the absence of
defaults; and
. the fiscal agency agreement does not require us to notify holders of the
debt securities of an event of default or grant any debt security holder
a right to examine the security register.
Modifications and Amendments; Debt Securityholders' Meetings
Each holder of a series of debt securities must consent to any amendment or
modification of the terms of that series of debt securities or the fiscal
agency agreement that would, among other things:
. change the stated maturity of the principal of the debt securities or any
installment of interest;
. reduce the principal amount of such series of debt securities or the
portion of the principal amount payable upon acceleration of such debt
securities;
. change the debt security's interest rate or premium payable;
. change the currency of payment of principal, interest or premium;
. amend either the procedures provided for a redemption event or the
definition of a redemption event;
. shorten the period during which we are not allowed to redeem the debt
securities or grant us a right to redeem the debt securities which we
previously did not have; or
. reduce the percentage of the outstanding principal amount needed to
modify or amend the fiscal agency agreement or the terms of such series
of debt securities.
We may, with the exception of the above changes, with the consent of the
holders of at least 66 2/3% in principal amount of the debt securities of a
series that are outstanding, modify and amend other terms of that series of
debt securities.
We may at any time call a meeting of the holders of a series of debt
securities to seek the holders of the debt securities' approval of the
modification, or amendment, or obtain a waiver, of any provision of that series
of debt securities. The meeting will be held at the time and place in the
Borough of Manhattan in New York City as determined by the fiscal agent. The
notice calling the meeting must be given at least 30 days and not more than 60
days prior to the meeting.
While an event of default with respect to a series of debt securities is
continuing, holders of at least 10% of the aggregate principal amount of that
series of debt securities may compel the fiscal agent to call a meeting of all
holders of debt securities of that series.
Holders of debt securities who hold, in the aggregate, a majority in
principal amount of the debt securities of the series that are outstanding at
the time will constitute a quorum at a meeting. At the reconvening of any
meeting adjourned for a lack of a quorum, the persons entitled to vote 25% in
principal amount of the debt securities of the series that are outstanding at
the time will constitute a quorum for taking any action set out in the original
notice. To vote at a meeting, a person must either hold outstanding debt
securities of the relevant series or be duly appointed as a proxy for a debt
securityholder. The fiscal agent will make all rules governing the conduct of
any meeting.
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The fiscal agency agreement and a series of debt securities may be modified
or amended, without the consent of the holders of the debt securities, to:
. add covenants made by us that benefit holders of the debt securities;
. surrender any right or power given to us;
. secure the debt securities;
. permit registered securities to be exchanged for bearer securities or
relax or eliminate restrictions on the payment of principal, premium or
interest on bearer securities to the extent permitted under United States
Department of Treasury regulations, provided that holders of the debt
securities do not suffer any adverse tax consequences as a result; and
. cure any ambiguity or correct or supplement any defective provision in
the fiscal agency agreement or the debt securities, without materially
and adversely affecting the interests of the holders of the debt
securities.
Fiscal Agent
The fiscal agency agreement governs the duties of each fiscal agent. We may
maintain bank accounts and a banking relationship with each fiscal agent. The
fiscal agent is our agent and does not act as a trustee for the holders of the
debt securities.
Further Issues of Debt Securities
We may, without the consent of the holders of the debt securities, create
and issue additional debt securities with the same terms and conditions as any
series of debt securities (or that are the same except for the amount of the
first interest payment and for the interest paid on the series of debt
securities prior to the issuance of the additional debt securities). We may
consolidate such additional debt securities with the outstanding debt
securities to form a single series.
We may offer additional debt securities with original issue discount
("OID") for U.S. federal income tax purposes as part of a further issue.
Purchasers of debt securities after the date of any further issue will not be
able to differentiate between debt securities sold as part of the further issue
and previously issued debt securities of the same series. If we were to issue
further debt securities with OID, purchasers of debt securities after such
further issue may be required to accrue OID (or greater amounts of OID that
they would otherwise have accrued) with respect to their debt securities. This
may affect the price of outstanding debt securities following a further issue.
Purchasers are advised to consult legal counsel with respect to the
implications of any future decision by us to undertake a further issue of debt
securities with OID.
Description of Warrants
The description below summarizes some of the provisions of warrants for the
purchase of debt securities that we may issue from time to time and of the
warrant agreement. Copies of the forms of warrants and the warrant agreement
are or will be filed as exhibits to the registration statement of which this
prospectus is a part. Since it is only a summary, the description may not
contain all of the information that is important to you as a potential investor
in the warrants.
The description of the warrants that will be contained in the prospectus
supplement will supplement this description and, to the extent inconsistent
with this description, replace it.
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General Terms of the Warrants
Each series of warrants will be issued under a warrant agreement to be
entered into between us and a bank or trust company, as warrant agent. The
prospectus supplement relating to the series of warrants will describe:
. the terms of the debt securities purchasable upon exercise of the
warrants, as described above under "Description of the
Securities--Description of Debt Securities--General Terms of the Debt
Securities";
. the principal amount of debt securities purchasable upon exercise of one
warrant and the exercise price;
. the procedures and conditions for the exercise of the warrants;
. the dates on which the right to exercise the warrants begins and expires;
. whether and under what conditions the warrants may be terminated or
canceled by us;
. whether and under what conditions the warrants and any debt securities
issued with the warrants will be separately transferable;
. whether the warrants will be issued in bearer or registered form;
. whether the warrants will be exchangeable between registered and bearer
form, and, if issued in registered form, where they may be transferred
and registered; and
. other specific provisions.
Terms Applicable to Debt Securities and Warrants
Governing Law
The fiscal agency agreement, any warrant agreement and the debt securities
and any warrants will be governed by the laws of the State of New York without
regard to any principles of New York law requiring the application of the laws
of another jurisdiction. Nevertheless, all matters governing our authorization,
execution and delivery of the debt securities and the fiscal agency agreement
and any warrants and warrant agreement by us will be governed by the laws of
the Republic.
Jurisdiction and Consent to Service
We are owned by a foreign sovereign government and all of our directors and
executive officers and some of the experts named in this prospectus are
residents of Korea. In addition, all or most our assets and the assets of the
people named in the preceding sentence are located outside of the United
States. For that reason, you may have difficultly serving process on us or the
individuals described above in the United States or enforcing in a U.S. court a
U.S.-court judgment based on the U.S. federal securities laws. Our Korean
counsel, Kim & Chang, has informed us that there is doubt regarding the
enforceability in Korea, either in original actions or in actions for the
enforcement of U.S.-court judgments, of civil liabilities based on the U.S.
federal securities laws.
We have appointed the General Manager of our New York Branch, Mr. Sung-Ho
Park, and the Senior Deputy General Manager of our New York Branch, Mr. Man-Ho
Yoon, and each of their successors in the future, as our authorized agents to
receive service of process in any suit which a holder of any series of debt
securities or warrants may bring in any state or federal court in New York
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City and we have accepted the jurisdiction of those courts for those actions.
Our New York Branch is located at 320 Park Avenue, 32nd Floor, New York, New
York 10022. These appointments are irrevocable as long as any amounts of
principal, premium or interest remain payable by us to the Fiscal Agent under
any series of debt securities or any warrants have not expired or otherwise
terminated under their terms. If for any reason either of these two men ceases
to act as our authorized agent or ceases to have an address in Manhattan, we
shall appoint a replacement. The appointment of agents for receipt of service
of process and the acceptance of jurisdiction of state or federal courts in New
York City do not, however, apply to actions brought under the United States
federal securities laws. We may also be sued in courts having jurisdiction over
us located in the Republic.
We will irrevocably consent to any relief and process in connection with a
suit against us in relation to the debt securities or warrants, including the
enforcement or execution of any order or judgment of the court. To the extent
permitted by law, we will waive irrevocably any immunity from jurisdiction to
which we might otherwise be entitled in any suit based on any series of debt
securities or warrants.
Foreign Exchange Controls
The Minister of Finance and Economy of Korea must receive a notification
with respect to the issuance by us of debt securities before we may issue debt
securities outside the Republic. After issuance of debt securities outside the
Republic, we are required to notify the Minister of Finance and Economy of such
issuance. No further approval or authorization is required for us to pay
principal of or interest on the debt securities.
Description of Guarantees
The description below summarizes some of the provisions of the guarantees
that we may issue from time to time. Copies of the forms of guarantees are or
will be filed as exhibits to the registration statement of which this
prospectus is a part. Since it is only a summary, the description may not
contain all of the information that is important to you as a potential
beneficiary of a guarantee.
The description of a guarantee that will be contained in the prospectus
supplement will supplement this description and, to the extent inconsistent
with this description, replace it.
General Terms of the Guarantees
Each guarantee will be issued by us as guarantor. The prospectus supplement
relating to a guarantee will specify:
. the relevant obligor and the obligations guaranteed under the guarantee;
. the nature and scope of the guarantee, including whether or not it is
irrevocable and unconditional;
. the status of the guarantee in relation to our other obligations;
. the governing law of the guarantee; and
. other relevant provisions of the guarantee.
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LIMITATIONS ON ISSUANCE OF BEARER DEBT SECURITIES
AND BEARER WARRANTS
Bearer securities will not be offered, sold or delivered in the United
States or its possessions or to a United States person; except in certain
circumstances permitted by United States tax regulations. Bearer securities
will initially be represented by temporary global securities, without interest
coupons, deposited with a common depositary in London for Euroclear and Cedel
Bank for credit to designated accounts. Unless otherwise indicated in the
prospectus supplement:
. each temporary global security will be exchangeable for definitive bearer
securities on or after the date that is 40 days after issuance only upon
receipt of certification of non-United States beneficial ownership of the
temporary global security as provided for in United States tax
regulations, provided that no bearer security will be mailed or otherwise
delivered to any location in the United States in connection with the
exchange; and
. any interest payable on any portion of a temporary global security with
respect to any interest payment date occurring prior to the issuance of
definitive bearer securities will be paid only upon receipt of
certification of non-United States beneficial ownership of the temporary
global security as provided for in United States tax regulations.
Bearer securities, other than temporary global debt securities, and any
related coupons will bear the following legend: "Any United States person who
holds this obligation will be subject to limitations under the United States
federal income tax laws, including the limitations provided in Section 165(j)
and 1287(a) of the Internal Revenue Code." The sections referred to in the
legend provide that, with certain exceptions, a United States person who holds
a bearer security or coupon will not be allowed to deduct any loss realized on
the disposition of the bearer security, and any gain, which might otherwise be
characterized as capital gain, recognized on the disposition will be treated as
ordinary income.
For purposes of this section, "United States person" means:
. a citizen or resident of the United States;
. a corporation, partnership or other entity created or organized in or
under the laws of the United States of any political subdivision thereof;
or
. an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.
For purposes of this section, "United States" means the United States of
America, including each state and the District of Columbia, its territories,
possessions and other areas subject to its jurisdiction.
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TAXATION
The following discussion summarizes certain Korean and U.S. federal income
tax considerations that may be relevant to you if you invest in debt
securities. This summary is based on laws, regulations, rulings and decisions
now in effect, which may change. Any change could apply retroactively and could
affect the continued validity of this summary.
This summary does not describe all of the tax considerations that may be
relevant to you or your situation, particularly if you are subject to special
tax rules. You should consult your tax adviser about the tax consequences of
holding the debt securities, including the relevance to your particular
situation of the considerations discussed below, as well as of state, local or
other tax laws.
Korean Taxation
The following summary of Korean tax consideration applies to you so long as
you are not:
. a citizen of Korea;
. a resident of Korea;
. a corporation organized under Korean law; or
. engaged in a trade or business in Korea through a permanent establishment
or a fixed base.
Interest
Under current Korean tax laws in effect, when we make payments of interest
to you on the debt securities, no amount will be withheld from such payments
for, or on account of, any taxes of any kind imposed, levied, withheld or
assessed by Korea or any political subdivision or taxing authority thereof or
therein.
Capital Gains
You will not be subject to any Korean income or withholding taxes in
connection with the sale, exchange or other disposition of a debt security,
provided that the disposition does not involve a transfer within Korea or a
transfer of the debt security to a resident of Korea (or the Korean permanent
establishment of a non-resident). If you sell or otherwise dispose of debt
securities to a Korean resident or such disposition or sale is made within
Korea, any gain realized on the transaction will be taxable at ordinary Korean
withholding tax rates (the lesser of 27.5% of net gain or 11% of gross sale
proceeds with respect to transactions), unless an exemption is available under
an applicable income tax treaty. For example, if you are a resident of the
United States for the purposes of the income tax treaty currently in force
between Korea and the United States, you are generally entitled to an exemption
from Korean taxation in respect of any gain realized on a disposition of a debt
security, regardless of whether the disposition is to a Korean resident.
Stamp Taxes
You will not be subject to any Korean transfer tax, stamp duty or similar
documentary tax in respect of or in connection with a transfer of a debt
security.
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Inheritance Tax and Gift Tax
If you die while you are the holder of a debt security, the subsequent
transfer of the debt security by way of succession will be subject to Korean
inheritance tax. Similarly, if you transfer a debt security as a gift, the
donee will be subject to Korean gift tax and you may be required to pay the
gift tax if the donee fails to do so.
Guarantees
A payment by us under our guarantee on the debt securities issued by a
third party Korean issuer, other than the principal amount (or the issue price
if the debt securities were originally issued at a discount), may be subject to
the withholding tax at the rate of 27.5% (including resident surtax) or such
lower rate as is applicable under the tax treaty between Korea and the country
of tax residence of the non-Korean holder of the debt securities we guarantee,
unless otherwise exempt under such applicable tax treaty or Korean domestic tax
law. Further details of the tax consequences of the holders of the third-party
debt securities guaranteed by us may be provided in the relevant prospectus
supplement.
United States Tax Considerations
The following discussion summarizes certain U.S. federal income tax
considerations that may be relevant to you if you invest in debt securities and
are a U.S. holder. You will be a U.S. holder if you are an individual who is a
citizen or resident of the United States, a U.S. domestic corporation, or any
other person that is subject to U.S. federal income tax on a net income basis
in respect of its investment in a debt security. This summary deals only with
U.S. holders that hold debt securities as capital assets for tax purposes. This
summary does not apply to you if you are an investor that is subject to special
tax rules, such as:
. a bank or thrift;
. a real estate investment trust;
. a regulated investment company;
. an insurance company;
. a dealer in securities or currencies;
. a trader in securities or commodities that elects mark-to-market
treatment;
. a person that will hold debt securities as a hedge against currency risk
or as a position in a straddle or conversion transaction for tax purposes;
. a tax exempt organization; or
. a person whose functional currency for tax purposes is not the U.S.
dollar.
If you are not a U.S. holder, consult the discussions under the captions
"Non-U.S. Persons" and "Information Reporting and Backup Withholding" below;
the remainder of this summary does not discuss the treatment of persons that
are not U.S. holders.
This summary is based on the Internal Revenue Code of 1986, as amended (the
"Code"), its legislative history, existing and proposed regulations promulgated
thereunder, and published rulings and court decisions, all as currently in
effect. These laws are subject to change, possibly on a retroactive basis.
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You should consult your tax adviser about the tax consequences of holding
debt securities, including the relevance to your particular situation of the
considerations discussed below, as well as of state, local or other tax laws.
Payments or Accruals of Interest
Payments or accruals of "qualified stated interest" (as defined below) on a
debt security will be taxable to you as ordinary interest income at the time
that you receive or accrue such amounts, in accordance with your regular method
of tax accounting. If you use the cash method of tax accounting and you receive
payments of interest pursuant to the terms of a debt security in a currency
other than U.S. dollars, a "foreign currency", the amount of interest income
you will realize will be the U.S. dollar value of the foreign currency payment
based on the exchange rate in effect on the date you receive the payment
regardless of whether you convert the payment into U.S. dollars. If you are an
accrual-basis U.S. holder, the amount of interest income you will realize will
be based on the average exchange rate in effect during the interest accrual
period, or with respect to an interest accrual period that spans two taxable
years, at the average exchange rate for the partial period within the taxable
year. Alternatively, as an accrual-basis U.S. holder you may elect to translate
all interest income on foreign-currency-denominated debt securities at the spot
rate on the last day of the accrual period, or the last day of the taxable
year, in the case of an accrual period that spans more than one taxable year,
or on the date that you receive the interest payment if that date is within
five business days of the end of the accrual period. If you make this election
you must apply it consistently to all debt instruments from year to year and
you cannot change the election without the consent of the Internal Revenue
Service. If you use the accrual method of accounting for tax purposes you will
recognize foreign currency gain or loss on the receipt of a foreign currency
interest payment if the exchange rate in effect on the date the payment is
received differs from the rate applicable to a previous accrual of that
interest income. This foreign currency gain or loss will be treated as ordinary
income or loss, but generally will not be treated as an adjustment to interest
income received on the debt security.
Purchase, Sale and Retirement of Notes
Initially, your tax basis in a debt security generally will equal the cost
of the debt security to you. Your basis will increase by any amounts that you
are required to include in income under the rules governing original issue
discount and market discount, and will decrease by the amount of any amortized
premium and any payments other than qualified stated interest made on the debt
security. The rules for determining these amounts are discussed below. If you
purchase a debt security that is denominated in a foreign currency, the cost to
you, and therefore generally your initial tax basis, will be the U.S. dollar
value of the foreign currency purchase price on the date of purchase calculated
at the exchange rate in effect on that date. If the
foreign-currency-denominated debt security is traded on an established
securities market and you are a cash-basis taxpayer, or if you are an
accrual-basis taxpayer that makes a special election, then you will determine
the U.S. dollar value of the cost of the debt security by translating the
amount of the foreign currency that you paid for the debt security at the spot
rate of exchange on the settlement date of your purchase. The amount of any
subsequent adjustments to your tax basis in a debt security in respect of
foreign-currency-denominated original issue discount, market discount and
premium will be determined in the manner described below. If you convert U.S.
dollars into a foreign currency and then immediately use that foreign currency
to purchase a debt security, you generally will not have any taxable gain or
loss as a result of the purchase.
When you sell or exchange a debt security, or if a debt security is
retired, you generally will recognize gain or loss equal to the difference
between the amount you realize on the transaction, less
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any accrued qualified stated interest, which will be subject to tax in the
manner described above, and your tax basis in the debt security. If you sell or
exchange a debt security for a foreign currency, or receive foreign currency on
the retirement of a debt security, the amount you will realize for U.S. tax
purposes generally will be the dollar value of the foreign currency that you
receive calculated at the exchange rate in effect on the date the foreign
currency debt security is disposed of or retired. If you dispose of a foreign
currency debt security that is traded on an established securities market and
you are a cash-basis U.S. holder, or if you are an accrual-basis holder that
makes a special election, then you will determine the U.S. dollar value of the
amount realized by translating the amount at the spot rate of exchange on the
settlement date of the sale, exchange or retirement.
The special election available to you if you are an accrual-basis taxpayer
in respect of the purchase and sale of foreign currency debt securities traded
on an established securities market, which is discussed in the two preceding
paragraphs, must be applied consistently to all debt instruments from year to
year and cannot be changed without the consent of the Internal Revenue Service.
Except as discussed below with respect to market discount and foreign
currency gain or loss, the gain or loss that you recognize on the sale,
exchange or retirement of a debt security generally will be long-term capital
gain or loss if you have held the debt security for more than one year. The
Code provides preferential treatment under certain circumstances for net
long-term capital gains recognized by individual investors. Net long-term
capital gain recognized by an individual U.S. holder generally will be subject
to a maximum tax rate of 20% for debt securities held for more than one year.
The ability of U.S. holders to offset capital losses against ordinary income is
limited.
Despite the foregoing, the gain or loss that you recognize on the sale,
exchange or retirement of a foreign currency debt security generally will be
treated as ordinary income or loss to the extent that the gain or loss is
attributable to changes in exchange rates during the period in which you held
the debt security. This foreign currency gain or loss will not be treated as an
adjustment to interest income that you receive on the debt security.
Original Issue Discount
If we issue debt securities at a discount from their stated redemption
price at maturity, and the discount is equal to or more than the product of
one-fourth of one percent (0.25%) of the stated redemption price at maturity of
the debt securities multiplied by the number of whole years to their maturity,
the debt securities will be "Original Issue Discount Debt Securities." The
difference between the issue price and their stated redemption price at
maturity will be the "original issue discount." The "issue price" of the debt
securities will be the first price at which a substantial amount of the debt
securities are sold to the public (i.e., excluding sales of debt securities to
underwriters, placement agents, wholesalers, or similar persons). The "stated
redemption price at maturity" will include all payments under the debt
securities other than payments of qualified stated interest. The term
"qualified stated interest" generally means stated interest that is
unconditionally payable in cash or property, other than debt instruments issued
by the Company, at least annually during the entire term of a debt security at
a single fixed interest rate or, subject to certain conditions, based on one or
more interest indices.
If you invest in Original Issue Discount Debt Securities you generally will
be subject to the special tax accounting rules for original issue discount
obligations provided by the Internal Revenue Code and certain Treasury
regulations. You should be aware that, as described in greater detail below, if
you invest in an Original Issue Discount Debt Security you generally will be
required to include original issue discount in ordinary gross income for U.S.
federal income tax purposes as it accrues, before you receive the cash
attributable to that income.
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In general, and regardless of whether you use the cash or the accrual
method of tax accounting, if you are the holder of an Original Issue Discount
Debt Security with a maturity greater than one year, you will be required to
include in ordinary gross income the sum of the "daily portions" of original
issue discount on that debt security for all days during the taxable year that
you own the debt security. The daily portions of original issue discount on an
Original Issue Discount Debt Security are determined by allocating to each day
in any accrual period a ratable portion of the original issue discount
allocable to that period. Accrual periods may be any length and may vary in
length over the term of an Original Issue Discount Debt Security, so long as no
accrual period is longer than one year and each scheduled payment of principal
or interest occurs on the first or last day of an accrual period. If you are
the initial holder of the debt security, the amount of original issue discount
on an Original Issue Discount Debt Security allocable to each accrual period is
determined by:
(i) multiplying the "adjusted issue price" (as defined below) of the debt
security at the beginning of the accrual period by a fraction, the
numerator of which is the annual yield to maturity of the debt security
and the denominator of which is the number of accrual periods in a
year; and
(ii) subtracting from that product the amount, if any, payable as qualified
stated interest allocable to that accrual period.
In the case of an Original Issue Discount Debt Security that is a
floating-rate debt security, both the "annual yield to maturity" and the
qualified stated interest will be determined for these purposes as though the
debt security had borne interest in all periods at a fixed rate generally equal
to the rate that would be applicable to interest payments on the debt security
on its date of issue or, in the case of some floating-rate debt securities, the
rate that reflects the yield that is reasonably expected for the debt security.
Additional rules may apply if interest on a floating-rate debt security is
based on more than one interest index. The "adjusted issue price" of an
Original Issue Discount Debt Security at the beginning of any accrual period
will generally be the sum of its issue price, including any accrued interest,
and the amount of original issue discount allocable to all prior accrual
periods, reduced by the amount of all payments other than any qualified stated
interest payments on the debt security in all prior accrual periods. All
payments on an Original Issue Discount Debt Security, other than qualified
stated interest, will generally be viewed first as payments of previously
accrued original issue discount, to the extent of the previously accrued
discount, with payments considered made from the earliest accrual periods
first, and then as a payment of principal. The "annual yield to maturity" of a
debt security is the discount rate, appropriately adjusted to reflect the
length of accrual periods, that causes the present value on the issue date of
all payments on the debt security to equal the issue price. As a result of this
"constant yield" method of including original issue discount income, the
amounts you will be required to include in your gross income if you invest in
an Original Issue Discount Debt Security denominated in U.S. dollars will
generally be less in the early years and greater in the later years than
amounts that would be includible on a straight-line basis.
You generally may make an irrevocable election to include in income your
entire return on a debt security (i.e., the excess of all remaining payments to
be received on the debt security, including payments of qualified stated
interest, over the amount you paid for the debt security) under the constant
yield method described above. For debt securities purchased at a premium or
bearing market discount in your hands, if you make this election you will also
be deemed to have made the election (discussed below under "Premium and Market
Discount") to amortize premium or to accrue market discount in income currently
on a constant yield basis.
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In the case of an Original Issue Discount Debt Security that is also a
foreign-currency-denominated debt security, you should determine the U.S.
dollar amount includible as original issue discount for each accrual period by
(i) calculating the amount of original issue discount allocable to each accrual
period in the foreign currency using the constant yield method, and (ii)
translating the foreign currency amount so determined at the average exchange
rate in effect during that accrual period, or, with respect to an interest
accrual period that spans two taxable years, at the average exchange rate for
each partial period. Alternatively, you may translate the foreign currency
amount so determined at the spot rate of exchange on the last day of the
accrual period, or the last day of the taxable year, for an accrual period that
spans two taxable years, or at the spot rate of exchange on the date of
receipt, if that date is within five business days of the last day of the
accrual period, provided that you have made the election described under the
caption "Payments or Accruals of Interest" above. Because exchange rates may
fluctuate, if you are the holder of an Original Issue Discount Debt Security
that is also a foreign currency debt security you may recognize a different
amount of original issue discount income in each accrual period than would be
the case if you were the holder of an otherwise similar Original Issue Discount
Debt Security denominated in U.S. dollars. Upon the receipt of an amount
attributable to original issue discount, whether in connection with a payment
of an amount that is not qualified stated interest or the sale or retirement of
the Original Issue Discount Debt Security, you will recognize ordinary income
or loss measured by the difference between the amount received, translated into
U.S. dollars at the exchange rate in effect on the date of receipt or on the
date of disposition of the Original Issue Discount Debt Security, as the case
may be, and the amount accrued, using the exchange rate applicable to such
previous accrual.
If you purchase an Original Issue Discount Debt Security outside of the
initial offering at a cost less than its "remaining redemption amount", or if
you purchase an Original Issue Discount Debt Security in the initial offering
at a price other than the debt security's issue price, you will also generally
be required to include in gross income the daily portions of original issue
discount, calculated as described above. However, if you acquire an Original
Issue Discount Debt Security at a price greater than its adjusted issue price,
you will be entitled to reduce your periodic inclusions of original issue
discount to reflect the premium paid over the adjusted issue price. The
remaining redemption amount for an Original Issue Discount Debt Security is the
total of all future payments to be made on the debt security other than
qualified stated interest.
Certain of the Original Issue Discount Debt Securities may be redeemed
prior to Maturity, either at our option or at the option of the holder, or may
have special repayment or interest rate reset features as indicated in the
pricing supplement. Original Issue Discount Debt Securities containing these
features may be subject to rules that differ from the general rules discussed
above. If you purchase Original Issue Discount Debt Securities with these
features, you should carefully examine the pricing supplement and consult your
tax adviser about their treatment since the tax consequences of original issue
discount will depend, in part, on the particular terms and features of the debt
securities.
Short-Term Debt Securities
The rules described above will also generally apply to Original Issue
Discount Debt Securities with maturities of one year or less ("short-term debt
securities"), but with some modifications.
First, the original issue discount rules treat none of the interest on a
short-term debt security as qualified stated interest, but treat a short-term
debt security as having original issue discount. Thus, all short-term debt
securities will be Original Issue Discount Debt Securities. Except as noted
below, if
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you are a cash-basis holder of a short-term debt security and you do not
identify the short-term debt security as part of a hedging transaction you will
generally not be required to accrue original issue discount currently, but you
will be required to treat any gain realized on a sale, exchange or retirement
of the debt security as ordinary income to the extent such gain does not exceed
the original issue discount accrued with respect to the debt security during
the period you held the debt security. You may not be allowed to deduct all of
the interest paid or accrued on any indebtedness incurred or maintained to
purchase or carry a short-term debt security until the maturity of the debt
security or its earlier disposition in a taxable transaction. Notwithstanding
the foregoing, if you are a cash-basis U.S. holder of a short-term debt
security you may elect to accrue original issue discount on a current basis, in
which case the limitation on the deductibility of interest described above will
not apply. A U.S. holder using the accrual method of tax accounting and some
cash method holders, including banks, securities dealers, regulated investment
companies and certain trust funds, generally will be required to include
original issue discount on a short-term debt security in gross income on a
current basis. Original issue discount will be treated as accruing for these
purposes on a ratable basis or, at the election of the holder, on a constant
yield basis based on daily compounding.
Second, regardless of whether you are a cash- or accrual-basis holder, if
you are the holder of a short-term debt security you can elect to accrue any
"acquisition discount" with respect to the debt security on a current basis.
Acquisition discount is the excess of the remaining redemption amount of the
debt security at the time of acquisition over the purchase price. Acquisition
discount will be treated as accruing ratably or, at the election of the holder,
under a constant yield method based on daily compounding. If you elect to
accrue acquisition discount, the original issue discount rules will not apply.
Finally, the market discount rules described below will not apply to
short-term debt securities.
As described above, certain of the debt securities may be subject to
special redemption features. These features may affect the determination of
whether a debt security has a maturity of one year or less and thus is a
short-term debt security. If you purchase debt securities with these features,
you should carefully examine the pricing supplement and consult your tax
adviser about these features.
Premium and Market Discount
If you purchase a debt security at a cost greater than the debt security's
remaining redemption amount, you will be considered to have purchased the debt
security at a premium, and you may elect to amortize the premium as an offset
to interest income, using a constant yield method, over the remaining term of
the debt security. If you make this election, it generally will apply to all
debt instruments that you hold at the time of the election, as well as any debt
instruments that you subsequently acquire. In addition, you may not revoke the
election without the consent of the Internal Revenue Service. If you elect to
amortize the premium you will be required to reduce your tax basis in the debt
security by the amount of the premium amortized during your holding period.
Original Issue Discount Debt Securities purchased at a premium will not be
subject to the original issue discount rules described above. In the case of
premium on a foreign currency debt security, you should calculate the
amortization of the premium in the foreign currency. Amortization deductions
attributable to a period reduce interest payments in respect of that period,
and therefore are translated into U.S. dollars at the rate that you use for
those interest payments. Exchange gain or loss will be realized with respect to
amortized premium on a foreign currency debt security based on the difference
between the exchange rate computed on the date or dates the premium is
amortized against interest payments on the debt
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security and the exchange rate on the date when the holder acquired the debt
security. For a U.S. holder that does not elect to amortize premium, the amount
of premium will be included in your tax basis when the debt security matures or
is disposed of. Therefore, if you do not elect to amortize premium and you hold
the debt security to maturity, you generally will be required to treat the
premium as capital loss when the debt security matures.
If you purchase a debt security at a price that is lower than the debt
security's remaining redemption amount, or in the case of an Original Issue
Discount Debt Security, the debt security's adjusted issue price, by 0.25% or
more of the remaining redemption amount, or adjusted issue price, multiplied by
the number of remaining whole years to maturity, the debt security will be
considered to bear "market discount" in your hands. In this case, any gain that
you realize on the disposition of the debt security generally will be treated
as ordinary interest income to the extent of the market discount that accrued
on the debt security during your holding period. In addition, you could be
required to defer the deduction of a portion of the interest paid on any
indebtedness that you incurred or continued to purchase or carry the debt
security. In general, market discount will be treated as accruing ratably over
the term of the debt security, or, at your election, under a constant yield
method. You must accrue market discount on a foreign currency debt security in
the specified currency. The amount that you will be required to include in
income in respect of accrued market discount will be the U.S. dollar value of
the accrued amount, generally calculated at the exchange rate in effect on the
date that you dispose of the debt security.
You may elect to include market discount in gross income currently as it
accrues (on either a ratable or constant yield basis), in lieu of treating a
portion of any gain realized on a sale of the debt security as ordinary income.
If you elect to include market discount on a current basis, the interest
deduction deferral rule described above will not apply. If you do make such an
election, it will apply to all market discount debt instruments that you
acquire on or after the first day of the first taxable year to which the
election applies. The election may not be revoked without the consent of the
Internal Revenue Service. Any accrued market discount on a foreign currency
debt security that is currently includible in income will be translated into
U.S. dollars at the average exchange rate for the accrual period (or portion
thereof within the holder's taxable year).
Warrants
A description of the tax consequences of an investment in warrants will be
provided in the applicable pricing supplement.
Indexed Notes and Other Notes Providing for Contingent Payment
Special rules govern the tax treatment of debt obligations that provide for
contingent payments ("contingent debt obligations"). These rules generally
require accrual of interest income on a constant yield basis in respect of
contingent debt obligations at a yield determined at the time of issuance of
the obligation, and may require adjustments to these accruals when any
contingent payments are made. In addition, special rules may apply to
floating-rate debt securities if the interest payable on the debt securities is
based on more than one interest index. We will provide a detailed description
of the tax considerations relevant to U.S. holders of any debt securities that
are subject to the special rules discussed in this paragraph in the relevant
pricing supplement.
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Non-U.S. Persons
The following summary applies to you if you are not a United States person
for U.S. federal income tax purposes.
If you are not a United States person, the interest income and gains that
you derive in respect of the debt securities generally will be exempt from
United States federal income taxes, including withholding tax. However, to
receive this exemption you may be required to satisfy certain certification
requirements of the United States Internal Revenue Service to establish that
you are not a United States person. See "Information Reporting and Backup
Withholding" below.
Even if you are not a United States person, you may still be subject to
United States federal income taxes on any interest income you derive in respect
of the debt securities if:
. you are an insurance company carrying on a United States insurance
business, within the meaning of the Code; or
. you have an office or other fixed place of business in the United States
that receives the interest and you earn the interest in the course of
operating (i) a banking, financing or similar business in the United
States or (ii) a corporation the principal business of which is trading
in stock or securities for its own account, and certain other conditions
exist.
If you are not a United States person, any gain you realize on a sale or
exchange of debt securities generally will be exempt from United States federal
income tax, including withholding tax, unless:
. your gain is effectively connected with your conduct of a trade or
business in the United States; or
. you are an individual holder and are present in the United States for 183
days or more in the taxable year of the sale, and either (i) your gain is
attributable to an office or other fixed place of business that you
maintain in the United States or (ii) you have a tax home in the United
States.
A debt security held by an individual holder who at the time of death is a
non-resident alien will not be subject to United States federal estate tax.
Information Reporting and Backup Withholding
The paying agent must file information returns with the United States
Internal Revenue Service in connection with debt security payments made to
certain United States persons. If you are a United States person, you generally
will not be subject to United States backup withholding tax on such payments if
you provide your taxpayer identification number to the paying agent. You may
also be subject to information reporting and backup withholding tax
requirements with respect to the proceeds from a sale of the debt securities.
If you are not a United States person, in order to avoid information reporting
and backup withholding tax requirements you may have to comply with
certification procedures to establish that you are not a United States person.
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PLAN OF DISTRIBUTION
We may sell or issue the debt securities, warrants or guarantees in any of
three ways:
. through underwriters or dealers;
. directly to one or more purchasers; or
. through agents.
The prospectus supplement relating to a particular series of debt
securities, warrants or guarantees will state:
. the names of any underwriters;
. the purchase price of the securities;
. the proceeds to us from the sale;
. any underwriting discounts and other compensation;
. the initial public offering price;
. any discounts or concessions allowed or paid to dealers; and
. any securities exchanges on which the securities will be listed.
Any underwriter involved in the sale of securities will acquire the
securities for its own account. The underwriters may resell the securities from
time to time in one or more transactions, including negotiated transactions, at
a fixed public offering price or at varying prices to be determined at the time
of sale. The securities may be offered to the public either by underwriting
syndicates represented by managing underwriters or by underwriters without a
syndicate. Unless the prospectus supplement states otherwise, certain
conditions must be satisfied before the underwriters become obligated to
purchase securities from us, and they will be obligated to purchase all of the
securities if any are purchased. The underwriters may change any initial public
offering price and any discounts or concessions allowed or reallowed or paid to
dealers.
If we sell any securities through agents, the prospectus supplement will
identify the agent and indicate any commissions payable by us. Unless the
prospectus supplement states otherwise, all agents will act on a best efforts
basis and will not acquire the securities for their own account.
We may authorize agents, underwriters or dealers to solicit offers by
certain specified entities to purchase the securities from us at the public
offering price set forth in a prospectus supplement pursuant to delayed
delivery contracts. The prospectus supplement will set out the conditions of
the delayed delivery contracts and the commission receivable by the agents,
underwriters or dealers for soliciting the contracts.
We may offer debt securities as consideration for the purchase of other of
our debt securities, either in connection with a publicly announced tender
offer or in privately negotiated transactions. The offer may be in addition to
or in lieu of sales of debt securities directly or through underwriters or
agents. We may offer guarantees as consideration for transactions involving
securities of other issuers.
Agents and underwriters may be entitled to indemnification by us against
certain liabilities, including liabilities under the Securities Act of 1933, as
amended, or to contribution from us with
144
respect to certain payments which the agents or underwriters may be required to
make. Agents and underwriters may be customers of, engage in transactions with,
or perform services (including commercial and investment banking services) for,
us in the ordinary course of business.
LEGAL MATTERS
The validity of any particular series of debt securities or warrants issued
with debt securities or any guarantees will be passed upon for us and any
underwriters or agents by United States and Korean counsel identified in the
related prospectus supplement.
AUTHORIZED REPRESENTATIVES IN THE UNITED STATES
Our authorized agents in the United States are Mr. Sung-Ho Park, General
Manager of our New York Branch, or Mr. Man-Ho Yoon, Senior Deputy General
Manager of our New York Branch. The address of our New York Branch is 320 Park
Avenue, 32nd Floor, New York, New York 10022. The authorized representative of
the Republic in the United States is Mr. Soo Man Chang, Financial Attache,
Korean Consulate General in New York, located at 335 East 45th Street, New
York, New York 10017.
OFFICIAL STATEMENTS AND DOCUMENTS
Our Governor and Chairman of the Board of Directors, in his official
capacity, has supplied the information set forth under "The Korea Development
Bank" (except for the information set out under "The Korea Development
Bank--Business--Government Support and Supervision"). Such information is
stated on his authority.
The Minister of Finance and Economy of The Republic of Korea, in his
official capacity, has supplied the information set out under "The Korea
Development Bank--Business--Government Support and Supervision" and "The
Republic of Korea". Such information is stated on his authority. The documents
identified in the portion of this prospectus captioned "The Republic of Korea"
as the sources of financial or statistical data are official public documents
of the Republic or its agencies and instrumentalities.
EXPERTS
Our financial statements as of and for the years ended December 31, 2001
and 2002 included in this prospectus have been so included in reliance on the
report of Samil Accounting Corporation (a member firm of
PricewaterhouseCoopers), independent accountants, given on the authority of
said firm as experts in auditing and accounting.
FORWARD-LOOKING STATEMENTS
This prospectus includes future expectations, projections or
"forward-looking statements", as defined in Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities
145
Exchange Act of 1934, as amended. The words "believe", "expect", "anticipate",
"estimate", "project" and similar words identify forward-looking statements. In
addition, all statements other than statements of historical facts included in
this prospectus are forward-looking statements. Although we believe that the
expectations reflected in the forward-looking statements are reasonable, we can
give no assurance that such expectations will prove correct. This prospectus
discloses important factors that could cause actual results to differ
materially from our expectations ("Cautionary Statements"). All subsequent
written and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the
Cautionary Statements.
Factors that could adversely affect the future performance of the Korean
economy include:
. a deterioration of the Korean consumer or corporate sector;
. a failure of the restructuring of large troubled chaebols or companies;
. an increase in non-performing assets or default rates relating to, among
others, loans extended by financial institutions to the retail sector;
. an increase in lay-offs or unemployment rates or a reduction in income
levels, which could adversely affect consumer spending or lead to social
or labor unrest;
. a decrease in tax revenues and a substantial increase in the Government's
expenditures for unemployment compensation and other social programs that
together lead to an increased Government budget deficit;
. political uncertainty or increasing strife among and within political
parties in the Republic;
. adverse changes or volatility in commodity prices (including an increase
in oil prices), exchange rates, interest rates, stock markets or foreign
currency reserves;
. increased reliance on exports to service foreign currency debts, which
could cause friction with the Republic's trading partners;
. adverse developments in the economies of countries to which the Republic
exports, such as the United States, China and Japan, or in emerging
market economies in Asia, including China, or elsewhere that result in a
loss of confidence in the Korean economy;
. 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);
. a deterioration in economic or diplomatic relations between the Republic
and its trading partners or allies, including as a result of trade
disputes or disagreements in foreign policy;
. an increase in the level of tensions or an outbreak of hostilities in the
Korean peninsula or elsewhere in the world, including the Middle East; and
. the outbreak of SARS in Asia and other parts of the world, which has
increased the uncertainty of world economic prospects in general and
which may continue to have an adverse effect on the world economy.
FURTHER INFORMATION
We filed a registration statement with respect to the securities with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, and its related rules and regulations. You can find additional
information concerning ourselves and the securities in the registration
statement and any pre- or post-effective amendment, including its various
exhibits, which may be inspected at the public reference facilities maintained
by the Securities and Exchange Commission at Room 1024, 450 Fifth Street N.W.,
Washington, D.C. 20549.
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HEAD OFFICE OF THE BANK
16-3, Youido-dong,
Yongdeungpo-ku, Seoul 150-973
Republic of Korea
FISCAL AGENT AND PRINCIPAL PAYING AGENT
The Bank of New York
5 Penn Plaza, 16th Floor
New York, NY 10001
LEGAL ADVISORS TO THE BANK
as to Korean law as to US law
Kim & Chang Cleary, Gottlieb, Steen
& Hamilton
Seyang Building
223 Naeja-dong 39th Floor, Bank of
Chongro-gu China Tower
Seoul 110-720 One Garden Road
The Republic of Korea Hong Kong
LEGAL ADVISOR TO THE UNDERWRITERS
as to US law
Davis Polk & Wardwell
18th Floor
The Hong Kong Club Building
3A Chater Road
Hong Kong
AUDITOR OF THE BANK
Samil Accounting Corporation
Hanil Group Building
191, Hankang-ro, 2-ka
Yongsan-gu
Seoul 140-172
The Republic of Korea
LUXEMBOURG LISTING AGENT
The Bank of New York (Luxembourg), S.A.
Aerogolf Center
1A, HoeHenhof
L-1736 Senningerberg
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