Edgar Filing: KOOKMIN BANK

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2004

Kookmin Bank

(Translation of registrant’s name into English)

9-1, 2-Ga, Namdaemun-Ro, Jung-Gu, Seoul, Korea 100-703

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ¨ No x

TABLE OF CONTENTS


*Summary of 2004 1^st Quarter Business Report*		3

1. Introduction to the Bank		4

1.1.	Business Purposes	4

1.2.	History	4

1.3.	Capital Structure	5

1.4.	Employee Stock Ownership Plan (ESOP)	12

1.5.	Dividend	12

2. Business		13

2.1.	Sources and Uses of Fund	13

2.2.	Principal Banking Activities	15

2.3.	Branch Networks	19

2.4.	Other Information for Investment Decision	20

3. Financial Information		22

3.1.	Non-Consolidated Condensed Financial Statements	22

3.2.	Other Financial Information	22

4. Independent Accountant Fees and Services		23

4.1.	Audit & Review Fees	23

4.2.	Non-Audit Services	23

5. Corporate Governance and Affiliated Companies		24

5.1.	Board of Directors & Committees under the Board	24

5.2.	Audit Committee	24

5.3.	Compensation to Directors	25

5.4.	Voting Rights of Shareholders	25

5.5.	Share Ownership	25

5.6.	Affiliated Companies	26

6. Directors, Senior Management and Employees		27

6.1.	Executive Directors	27

6.2.	Non-Executive Directors	27

6.3.	Senior Management	28

6.4.	Compensation to Directors and Senior Management	28

6.5.	Employees	28

7. Related Party Transaction		29

7.1.	Transactions with the Largest Shareholders and Affiliates	29

7.2.	Transactions with Other than the Largest Shareholders & Affiliates	30

Summary of 2004 1^st Quarter Business Report

On May 14, 2004, Kookmin Bank filed its business report for the first quarter of 2004 (the “Business Report”) with the Financial Supervisory Commission of Korea pursuant to the Securities and Exchange Act of Korea. This is the summary of the Business Report translated into English.

All references to “Kookmin Bank” mean Kookmin Bank on a non-consolidated basis, and all references to “we”, “us” or “the Bank” mean Kookmin Bank and, as the context may require, its subsidiaries. In addition, all references to “Won” or “W” in this document are to the currency of the Republic of Korea.

1. Introduction to the Bank

1.1. Business Purposes

The business purpose of the Bank is to engage in the following business activities:

•

The banking business as prescribed by the Bank Act,

•

The trust business as prescribed by the Banking Trust Act,

•

The credit card business as prescribed by the Non-Banking Financing Act, and

•

The other businesses permitted by the Bank Act or other relevant Korea laws and regulations

1.2. History

•

November 1, 2001

Incorporated and Listed on the New York Stock Exchange

•

November 9, 2001

Listed on the Korea Stock Exchange

•

September 23, 2002

Integrated two brand operations onto a single information technology platform

•

December 4, 2002

Entered into a strategic alliance agreement with ING Bank N.V., which replaced the prior investment agreement with H&CB

•

May 30, 2003

Entered into a merger agreement with Kookmin Credit Card, one of our major subsidiaries, and officially submitted Merger Statement to Financial Supervisory Service

•

September 30, 2003

Completed small-scale merger with Kookmin Credit Card

•

December 16, 2003

Completed strategic investment in Bank Internasional Indonesia (BII) through the Consortium of Sorak Financial Holdings, and acquired 25% stake of BII

•

December 19, 2003

Fully privatized through the entire disposition of Korean government’s stake in Kookmin Bank

1.3. Capital Structure

1.3.1. Common Shares

Kookmin Bank has authority to issue a total of 1,000,000,000 shares of capital stock according to its Articles of Incorporation. Kookmin Bank’s Articles of Incorporation also provide that it is authorized to issue shares of preferred stock up to one-half of all of the issued and outstanding shares of common stock. On completion of the merger between Former Kookmin Bank and H&CB, Kookmin Bank issued 299,697,462 common shares.

Upon the resolution of shareholders’ meeting held on March 22, 2002, Kookmin Bank issued additional 17,979,954 common shares in connection with stock dividend of 6 percent.

On November 25, 2002 Goldman Sachs Capital Koryo, L.P. converted all of its convertible bonds into common shares. According to this conversion on November 30, 2002, Kookmin Bank issued 10,581,269 common shares and distributed them to Goldman Sachs Capital Koryo, L.P.

With regard to the Merger between Kookmin Bank and Kookmin Credit Card on September 30, 2003, Kookmin Bank issued additional 8,120,431 shares on October 1, 2003. Accordingly, As of March 31, 2004, total 336,379,116 shares were issued with total 1,681,896 million Won of paid-in capital.

1.3.2. Treasury Stock

The following table shows the acquisition and disposition of our treasury stock as of March 31, 2004

(Unit: in thousands of Won unless otherwise indicated)


Date	Transaction	Number of share	Acquisition/ Disposition amount	Average cost per one share (Won)
November 15, 2001	Acquisition of fractional shares in the course of the merger	41,548	1,794,885	43,200
December 24, 2001	Disposition due to exercise of stock option by a grantee	10,000	432,003	43,200
April 3, 2002	Acquisition of fractional shares due to stock dividend	36,089	2,071,557	57,400
May 14, 2002	Disposition pursuant to the Bank Act of Korea	31,548	1,601,944	50,788
July 30 ~ October 23, 2002	Acquisition pursuant to the Securities and Exchange Act of Korea	3,000,000	147,632,489	49,210
December 24, 2002	Disposition due to exercise of stock option by a grantee	10,000	492,294	49,229
January 15, 2003	Disposition due to exercise of stock option by a grantee	10,000	492,294	49,229
September 4 ~ 9, 2003	Acquisition pursuant to the Securities and Exchange Act of Korea	650,000	29,094,064	44,760
October 16, 2003	Acquisition of fractional shares due to the Merger with Kookmin Credit Card	5,095	214,254	42,050
4^th quarter, 2003	Disposition due to exercise of stock option by grantees	78,322	3,792,977	48,428
December 17, 2003	Acquisition from the sale of Korean government shares of the Bank	27,423,761	1,198,568,158	43,700
December 26, 2003	Disposition due to contribution to ESOP account	1,000,000	44,252,000	44,252
1^st quarter, 2004	Disposition due to exercise of stock option by grantees	30,855	1,365,396	44,252

Total	—	29,985,768	1,326,946,499	—

1.3.3. Stock Option

The following table is the breakdown of stock options Kookmin Bank has granted to the directors and employees.

(As of March 31, 2004, Units: in Won, shares)

Grant date

Name of the grantee

Position when granted

Exercise period

Exercise
price

Number of
granted
options*

Number of
exercised
options

Number of
exercisable
options

From

31-Oct-98

Jung Tae Kim

Chairman, Presidnet&CEO

01-Nov-01

31-Oct-04

5,000

400,000

390,000

10,000

27-Feb-99

Choul Ju Lee

Auditor&Executive Director

28-Feb-02

27-Feb-05

13,900

30,000

27-Feb-99

Seung Dong Kim

Executive Vice President

28-Feb-02

27-Feb-05

13,900

20,054

27-Feb-99

Young Jo Joo

Executive Vice President

28-Feb-02

27-Feb-05

13,900

30,000

27-Feb-99

Seok Il Cho

Executive Vice President

28-Feb-02

27-Feb-05

13,900

20,054

27-Feb-99

Hong Shik Chung

Executive Vice President

28-Feb-02

27-Feb-05

13,900

20,000

27-Feb-99

Bong Hwan Cho

Executive Vice President

28-Feb-02

27-Feb-05

13,900

30,000

27-Feb-99

Sun Joo Kim

Executive Vice President

28-Feb-02

27-Feb-05

13,900

10,000

27-Feb-99

Je Hyung Jo

Executive Vice President

28-Feb-02

27-Feb-05

13,900

30,000

27-Feb-99

Ho Gi Baek

Executive Vice President

28-Feb-02

27-Feb-05

13,900

20,000

27-Feb-99

Bruce G. Willison

Non Executive Director

28-Feb-02

27-Feb-05

13,900

10,000

28-Feb-00

Jan Op de Beeck

Director&Executive Vice President

01-Mar-03

28-Feb-06

27,600

22,490

28-Feb-00

Sung Chul Kim

Executive Vice President

01-Mar-03

28-Feb-06

27,600

30,000

28-Feb-00

Woo Jung Lee

Executive Vice President

01-Mar-03

28-Feb-06

27,600

30,000

28-Feb-00

Kuk Ju Kwon

Non Executive Director

01-Mar-03

28-Feb-06

27,600

4,800

28-Feb-00

Sun Jin Kim

Non Executive Director

01-Mar-03

28-Feb-06

27,600

7,000

1,100

5,900

28-Feb-00

Joon Park

Non Executive Director

01-Mar-03

28-Feb-06

27,600

4,800

28-Feb-00

Moon Soul Chung

Non Executive Director

01-Mar-03

28-Feb-06

27,600

7,000

28-Feb-00

Ju Hyun Yoon

Non Executive Director

01-Mar-03

28-Feb-06

27,600

4,800

28-Feb-00

Heung Hoon Chang

Non Executive Director

01-Mar-03

28-Feb-06

27,600

2,486

28-Feb-00

In Joon Kang

Non Executive Director

01-Mar-03

28-Feb-06

27,600

2,486

28-Feb-00

Sung Hee Jwa

Non Executive Director

01-Mar-03

28-Feb-06

27,600

4,800

28-Feb-00

Seung Woo Nam

Non Executive Director

01-Mar-03

28-Feb-06

27,600

1,928

28-Feb-00

Woon Youl Choi

Non Executive Director

01-Mar-03

28-Feb-06

27,600

4,909

28-Feb-00

Kyung Hee Yoon

Non Executive Director

01-Mar-03

28-Feb-06

27,600

7,000

28-Feb-00

Sung Cheon Hong

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

6,821

28-Feb-00

Mi Ro Yoon

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

3,333

28-Feb-00

Hak Dong Shin

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

6,821

28-Feb-00

Hak Yeon Jeong

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

10,000

28-Feb-00

Jeong Yeong Kim

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

10,000

5,000

28-Feb-00

Jong Whan Byun

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

10,000

5,000

28-Feb-00

Sam Young Lee

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

6,821

28-Feb-00

Won Ki Kim

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

6,821

28-Feb-00

Bang Yeoul Kim

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

3,333

28-Feb-00

Byung Man Lim

Head of Regional Head Office

01-Mar-03

28-Feb-06

27,600

3,333

*	Some numbers of the granted options have been adjusted due to the merger and the early retirement of the grantees

Grant date

Name of the grantee

Position when granted

Exercise period

Exercise

price

Number of
granted

options*

Number of

exercised

options

Number of

exercisable

options

From

24-Mar-01

Young Il Kim

Executive Vice President

25-Mar-04

24-Mar-07

25,100

30,000

24-Mar-01

Jong In Park

Executive Vice President

25-Mar-04

24-Mar-07

25,100

19,333

24-Mar-01

Won Bae Yoon

Non Executive Director

25-Mar-04

24-Mar-07

25,100

2,318

24-Mar-01

Jae Kyu Lee

Non Executive Director

25-Mar-04

24-Mar-07

25,100

2,318

24-Mar-01

Chul Soo Ahn

Non Executive Director

25-Mar-04

24-Mar-07

25,100

1,916

24-Mar-01

Jae Han Kim

Head of Regional Head Office

25-Mar-04

24-Mar-07

25,100

6,608

24-Mar-01

Jong Ok Na

Head of Regional Head Office

25-Mar-04

24-Mar-07

25,100

6,608

24-Mar-01

Kyu Ho Lee

Head of Regional Head Office

25-Mar-04

24-Mar-07

25,100

3,275

18-Mar-00

Sang Hoon Kim

Chairman&CEO

19-Mar-03

18-Mar-05

23,469

41,460

1,300

40,160

18-Mar-00

Jong Min Lee

Auditor&Executive Director

19-Mar-03

18-Mar-05

23,469

14,807

18-Mar-00

Se Jong Oh

Non Executive Director

19-Mar-03

18-Mar-05

23,469

2,961

18-Mar-00

In Kie Kim

Non Executive Director

19-Mar-03

18-Mar-05

23,469

2,961

18-Mar-00

Ji Hong Kim

Non Executive Director

19-Mar-03

18-Mar-05

23,469

2,961

18-Mar-00

Jin Ho Hwang

Non Executive Director

19-Mar-03

18-Mar-05

23,469

2,961

18-Mar-00

Hyung Jin Chang

Non Executive Director

19-Mar-03

18-Mar-05

23,469

2,961

18-Mar-00

Ik Rae Kim

Non Executive Director

19-Mar-03

18-Mar-05

23,469

2,961

18-Mar-00

Bong Ho Paick

Non Executive Director

19-Mar-03

18-Mar-05

23,469

2,961

18-Mar-00

Bock Woan Kim

Executive Vice President

19-Mar-03

18-Mar-05

23,469

11,845

18-Mar-00

Yoo Hwan Kim

Executive Vice President

19-Mar-03

18-Mar-05

23,469

11,845

18-Mar-00

Duk Hyun Kim

Executive Vice President

19-Mar-03

18-Mar-05

23,469

11,845

15-Mar-01

Sang Hoon Kim

Chairman&CEO

16-Mar-04

15-Mar-09

28,027

29,614

15-Mar-01

Jong Min Lee

Auditor&Executive Director

16-Mar-04

15-Mar-09

28,027

14,807

15-Mar-01

In Kie Kim

Non Executive Director

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Hyung Jin Chang

Non Executive Director

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Ji Hong Kim

Non Executive Director

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Bong Ho Paick

Non Executive Director

16-Mar-04

15-Mar-09

28,027

1,870

15-Mar-01

Ik Rae Kim

Non Executive Director

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Seung Heon Han

Non Executive Director

16-Mar-04

15-Mar-09

28,027

1,870

15-Mar-01

Young Seok Kim

Non Executive Director

16-Mar-04

15-Mar-09

28,027

1,870

15-Mar-01

Se Woong Lee

Non Executive Director

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Chang Ki Min

Non Executive Director

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Bock Woan Kim

Executive Vice President

16-Mar-04

15-Mar-09

28,027

11,845

15-Mar-01

Yoo Hwan Kim

Executive Vice President

16-Mar-04

15-Mar-09

28,027

11,845

15-Mar-01

Duk Hyun Kim

Executive Vice President

16-Mar-04

15-Mar-09

28,027

11,845

15-Mar-01

Yoon Ok Hyun

Executive Vice President

16-Mar-04

15-Mar-09

28,027

11,845

15-Mar-01

Tai Gon Kim

Executive Vice President

16-Mar-04

15-Mar-09

28,027

11,845

4,845

7,000

15-Mar-01

Byung Sang Kim

Executive Vice President

16-Mar-04

15-Mar-09

28,027

11,845

15-Mar-01

Byung Jin Kim

Executive Vice President

16-Mar-04

15-Mar-09

28,027

11,845

15-Mar-01

Ji Han Koo

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Dong Soon Park

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Hoo Sang Chang

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Sang Hoon Lee

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Jae In Suh

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Sung Hyun Chung

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Jong Hwa Lee

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Sang Won Lee

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

Grant date

Name of the grantee

Position when granted

Exercise period

Exercise
price

Number of
granted
options*

Number of
exercised
options

Number of
exercisable
options

From

15-Mar-01

Joon Sup Chang

Head of Regional Head Office

16-Mar-04

15-Mar-09

28,027

2,961

15-Mar-01

Dong Shin Yang

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Jae Kyung Lee

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Yeon Kun Chung

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Young No Lee

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Ki Taek Hong

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Soon Do Park

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Joon Ho Park

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Yang Jin Kim

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Kwang Dae Park

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Sung Wan Choi

General Manager

16-Mar-04

15-Mar-09

28,027

370

15-Mar-01

Jung Haeng Lee

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

An Seok Cho

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Sang Cheol Lee

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Tae Joo Yoon

General Manager

16-Mar-04

15-Mar-09

28,027

15-Mar-01

Young Man Lee

General Manager

16-Mar-04

15-Mar-09

28,027

520

15-Mar-01

Young Soo Kim

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Jong Young Yoon

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Jae Hong Yoo

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Chang Hwan Bae

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Si An Heo

General Manager

16-Mar-04

15-Mar-09

28,027

370

15-Mar-01

Seok Won Choi

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Gil Ho Seo

General Manager

16-Mar-04

15-Mar-09

28,027

370

15-Mar-01

Young Soo Shin

General Manager

16-Mar-04

15-Mar-09

28,027

370

15-Mar-01

Joon Bo Cho

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Ki Youl Seo

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Byung Doo Ahn

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Kook Shin Kang

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

In Gyu Choi

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Hyung Young Lee

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Young Rok Han

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Hye Young Kim

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Ki Hyun Kim

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Sung Shin Cho

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Young Mo Lee

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Jong Ik Kim

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Kwang Mook Park

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Yong Seung Lee

General Manager

16-Mar-04

15-Mar-09

28,027

592

15-Mar-01

Sung Gil Lee

General Manager

16-Mar-04

15-Mar-09

28,027

370

16-Nov-01

Jung Tae Kim

President&CEO

17-Nov-04

16-Nov-09

500,000

16-Nov-01

Jung Tae Kim

President&CEO

17-Nov-04

16-Nov-09

200,000

¹	Exercise price = 51,200 Won x (1 + the increase rate of KOSPI Banking Industry Index x 0.4) / 100. The increase rate of KOSPI Banking Industry Index = (KOSPI Banking Industry Index as of the starting date of exercise period - 207.25) / 207.25 x 100.

Conditional options up to 200,000: Additional shares shall be granted if the average closing price of Kookmin Bank's stock from August 17, 2004 to November 16, 2004 (or for the three months prior to his resignation, if he resigns earlier than his original tenure) is higher than the stock prices of any other bank listed on the Korea Stock Exchange. The number of options to be granted shall be based on total score, which calculated by the earned total scores of both ROE and market capitalization on November 17, 2004 (or on the date of his resignation, if he resigns earlier than his original tenure). The additional shares will not be exercisable if the CEO works less than 18 months or the earned total score is less than 80 points.

Grant date

Name of the grantee

Position when granted

Exercise period

Exercise
price

Number of

granted

options*

Number of

exercised

options

Number of
exercisable
options

From

16-Nov-01

Sang Hoon Kim

Chairman

17-Nov-04

16-Nov-09

150,000

22-Mar-02

Choul Ju Lee

Auditor&Executive Director

23-Mar-05

22-Mar-10

9,963

22-Mar-02

Henry Cornell

Non Executive Director

23-Mar-05

22-Mar-10

3,321

22-Mar-02

Keun Shik Oh

Non Executive Director

23-Mar-05

22-Mar-10

3,321

22-Mar-02

Dong Soo Chung

Non Executive Director

23-Mar-05

22-Mar-10

10,000

22-Mar-02

Ji Hong Kim

Non Executive Director

23-Mar-05

22-Mar-10

3,321

22-Mar-02

Timothy Hartman

Non Executive Director

23-Mar-05

22-Mar-10

3,321

22-Mar-02

Sun Jin Kim

Non Executive Director

23-Mar-05

22-Mar-10

3,000

22-Mar-02

Moon Soul Chung

Non Executive Director

23-Mar-05

22-Mar-10

3,000

22-Mar-02

Kyung Hee Yoon

Non Executive Director

23-Mar-05

22-Mar-10

3,000

22-Mar-02

Jong Kyoo Yoon

Executive Vice President

23-Mar-05

22-Mar-10

57,100

30,000

22-Mar-02

Bong Hwan Cho

Executive Vice President

23-Mar-05

22-Mar-10

57,100

9,498

22-Mar-02

Bum Soo Choi

Executive Vice President

23-Mar-05

22-Mar-10

57,100

13,339

22-Mar-02

Bock Woan Kim

Executive Vice President

23-Mar-05

22-Mar-10

57,100

13,339

22-Mar-02

Ki Taek Hong

Executive Vice President

23-Mar-05

22-Mar-10

57,100

19,525

22-Mar-02

Sung Hyun Chung

Executive Vice President

23-Mar-05

22-Mar-10

57,100

19,525

22-Mar-02

Ki Sup Shin

Executive Vice President

23-Mar-05

22-Mar-10

57,100

30,000

22-Mar-02

Seong Kyu Lee

Executive Vice President

23-Mar-05

22-Mar-10

57,100

30,000

22-Mar-02

Byung Sang Kim

Executive Vice President

23-Mar-05

22-Mar-10

57,100

9,498

22-Mar-02

Jong Young Yoon

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

15,000

22-Mar-02

Jae Il Song

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

9,762

22-Mar-02

Hyung Goo Shim

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

15,000

22-Mar-02

Jung Haeng Lee

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

9,762

22-Mar-02

Joon Sup Chang

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

9,762

22-Mar-02

Young No Lee

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

15,000

22-Mar-02

Dong Soon Park

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

5,000

22-Mar-02

Sung Bin Kim

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

9,762

22-Mar-02

Sung Bok Park

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

15,000

22-Mar-02

Yeon Kun Chung

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

15,000

22-Mar-02

Mahn Soo Song

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

9,762

22-Mar-02

Jeong Yeon Kim

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

5,000

22-Mar-02

Hak Yeon Jeong

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

5,000

22-Mar-02

Jong Whan Byun

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

5,000

22-Mar-02

Jae Han Kim

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

2,500

Exercise price = 57,100 Won x (1 + the increase rate of KOSPI Banking Industry Index x 0.4). The increase rate of KOSPI Banking Industry Index = (KOSPI Banking Industry Index as of the starting date of exercise period - KOSPI Banking Industry Index as of the grant date) / KOSPI Banking Industry Index as of the grant date.

Grant date

Name of the grantee

Position when granted

Exercise period

Exercise
price

Number of
granted
options*

Number of
exercised
options

Number of
exercisable
options

From

22-Mar-02

Jong Ok Na

Head of Regional Head Office

23-Mar-05

22-Mar-10

57,100

2,500

26-Jul-02

Donald H. MacKenzie

Executive Vice President

27-Jul-05

26-Jul-10

58,800

30,000

21-Mar-03

Sung Nam Lee

Auditor & Executive Director

22-Mar-06

21-Mar-11

30,000

21-Mar-03

Moon Soul Chung

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Sun Jin Kim

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Richard Elliott Lint

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Kyung Hee Yoon

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Seoung Woo Nam

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Suk Yong Cha

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Bernard S. Black

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Ki Hong Kim

Non Executive director

22-Mar-06

21-Mar-11

10,000

21-Mar-03

Eun Joo Park

Non Executive director

22-Mar-06

21-Mar-11

3,351

21-Mar-03

Cheol Soo Ahn

Non Executive director

22-Mar-06

21-Mar-11

3,351

21-Mar-03

Kyung Bae Suh

Non Executive director

22-Mar-06

21-Mar-11

3,351

21-Mar-03

Sung Chul Kim

Executive Vice President

22-Mar-06

21-Mar-11

35,500

9,443

21-Mar-03

Woo Jung Lee

Executive Vice President

22-Mar-06

21-Mar-11

35,500

9,443

21-Mar-03

See Young Lee

Executive Vice President

22-Mar-06

21-Mar-11

35,000

7,024

21-Mar-03

Won Suk Oh

Head of Regional Head Office

22-Mar-06

21-Mar-11

35,500

15,000

21-Mar-03

Sung Dae Min

Head of Regional Head Office

22-Mar-06

21-Mar-11

35,500

15,000

21-Mar-03

Kyung Jae Cheong

Head of Regional Head Office

22-Mar-06

21-Mar-11

35,500

15,000

21-Mar-03

Choul Hee Kim

Head of Regional Head Office

22-Mar-06

21-Mar-11

35,500

15,000

21-Mar-03

In Do Lee

Head of Regional Head Office

22-Mar-06

21-Mar-11

35,000

15,000

21-Mar-03

Maeng Su Yang

Head of Regional Head Office

22-Mar-06

21-Mar-11

35,500

15,000

27-Aug-03

Jin Baek Cheong

Executive Vice President

28-Aug-03

27-Aug-11

40,500

5,091

22-Mar-01

Han Kyoung Lee³

Former KCC Officer

23-Mar-04

22-Mar-11

71,538

6,644

22-Mar-01

Jun Chae Song

Former KCC Officer

23-Mar-04

22-Mar-11

71,538

6,644

22-Mar-01

Cheol Ho Kim

Former KCC Officer

23-Mar-04

22-Mar-11

71,538

4,429

22-Mar-01

Myoung Woo Lee

Former KCC Officer

23-Mar-04

22-Mar-11

71,538

4,429

29-Mar-02

Boung Hak Kim

Former KCC Officer

30-Mar-04

29-Mar-11

3,330

29-Mar-02

Sun Lee

Former KCC Officer

30-Mar-04

29-Mar-11

3,330

Exercise price = 35,500 Won x (1 + the increase rate of KOSPI Banking Industry Index x 0.4). The increase rate of KOSPI Banking Industry Index = (KOSPI Banking Industry Index as of the starting date of exercise period - KOSPI Banking Industry Index as of the grant date) / KOSPI Banking Industry Index as of the grant date.

²	Exercise price = 129,100 Won x (1 + the increase rate of Comparative Industry Index x 0.4).

If negative index produced, the factor is not to be considered.

The increase rate of Comparative Industry Index = (B-A)/A

A : KOSPI as of the grant date x 0.5 + KOSPI Banking Industry Index as of the grant date x 0.5

B : KOSPI as of the exercise date x 0.5 + KOSPI Banking Industry Index as of the exercise date x 0.5

The 7 people in the above stock option table were granted Kookmin Bank stock option retroactively on the indicated dates. Those were originally granted by Kookmin Credit Card(KCC) when they were in office, and due to the Merger between Kookmin Bank and Kookmin Credit Card, those options were converted into stock options of the Bank.

Grant date

Name of the grantee

Position when granted

Exercise period

Exercise
price

Number of
granted
options*

Number of
exercised
options

Number of
exercisable
options

From

29-Mar-02

Jang Ok Kim

Former KCC Officer

30-Mar-04

29-Mar-11

3,330

09-Feb-04

Young Il Kim

Senior Executive Vice President

10-Feb-07

09-Feb-12

46,100

10,000

09-Feb-04

Jeung Lak Lee

Senior Executive Vice President

10-Feb-07

09-Feb-12

46,100

10,000

09-Feb-04

Sang Jin Lee

Senior Executive Vice President

10-Feb-07

09-Feb-12

46,100

10,000

09-Feb-04

Yun Keun Jung

Senior Executive Vice President

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Kuk Shin Kang

Executive Vice President

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Kyung Soo Kang

Executive Vice President

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Yang Jin Kim

Executive Vice President

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Dong Hwan Cho

Executive Vice President

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Dong Suk Kang

Head of Regional Head Offices

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Dae Ok Shin

Head of Regional Head Offices

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Chang Ho Kim

Head of Regional Head Offices

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Dal Soo Lee

Head of Regional Head Offices

10-Feb-07

09-Feb-12

46,100

5,000

09-Feb-04

Byung Doo Ahn

Head of Regional Head Offices

10-Feb-07

09-Feb-12

46,100

5,000

23-Mar-04

Dong Soo Chung

Non Executive Director

24-Mar-07

23-Mar-12

5.000

5,000

23-Mar-04

Woon Youl Choi

Non Executive Director

24-Mar-07

23-Mar-12

5.000

5,000

23-Mar-04

Wang Ha Cho

Non Executive Director

24-Mar-07

23-Mar-12

5.000

5,000

23-Mar-04

Young Soon Cheon

Non Executive Director

24-Mar-07

23-Mar-12

5.000

5,000

23-Mar-04

Jung Young Kang

Senior Executive Vice President

24-Mar-07

23-Mar-12

47,200

10,000

Total

2,838,859

662,246

2,176,613

Exercise price = 47,200 Won x (1 + the increase rate of KOSPI Banking Industry Index x 0.4). The increase rate of KOSPI Banking Industry Index = (KOSPI Banking Industry Index as of the starting date of exercise period - KOSPI Banking Industry Index as of the grant date) / KOSPI Banking Industry Index as of the grant date.

1.4. Employee Stock Ownership Plan (ESOP)


	Beginning balance	Increase	Decrease	Ending balance	Remarks
Registered common stock	1,000,000	—	16,498	983,502	Due to distribution upon ERP
Total	1,000,000	—	16,498	983,502	—

1.5. Dividend

The following table shows dividend policy and the related information for the last three years. The Board of Directors of Kookmin Bank made a resolution not to pay dividend for the fiscal year of 2003, and shareholders of Kookmin Bank approved of no dividend payout for the year at the general shareholders’ meeting held on March 23, 2004

(Units: in millions of Won unless indicated otherwise)


	2003		2002		2001
Net (loss) income for the period	(753,348	)	1,310,291		740,565
Basic (loss) earnings per share (Won)	(2,311	)	4,123	¹	3,706
Maximum amount available for dividend	133,369		1,192,643	²	604,984
Total dividend amount	—		325,232		119,866
Dividend payout ratio (%)	—		24.82	³	16.19
Cash dividend per common share (Won)	—		1,000		100
Stock dividend per common share (%)	—		—		6
Dividend per preferred share (Won)	—		—		—
Dividend yield ratio (%)	—		2.38	⁴	0.80
Net asset value per common share (Won)	25,672		30,614	⁵	29,742
Ordinary income per common share (Won)	(2,311	)	4,123		3,706

1.	Earnings per share = net income (1,310,291,195,314 Won) / weighted average number of shares (317,786,872 shares)

2.	Maximum amount available for dividend = retained earnings before appropriations (1,319,970 millions of Won) + transferred from prior years’ reserves (5,417 millions of Won) – appropriated amount pursuant to the relevant rules and regulations (132,744 millions of Won)

3.	Dividend payout ratio = total dividend amount for common shares (325,232,596,000 Won) / net income (1,310,291,195,314 Won).

4.	Dividend yield ratio = dividend per share (1,000 Won) / market closing price of December 31, 2002 (42,000 Won)

5.	Net asset value per common share = total shareholders’ equity (10,049,396 millions of Won) / total issued shares as of December 31, 2002 (328,258,685 shares).

2. Business

2.1. Sources and Uses of Fund

2.1.1. Sources of Fund

(Unit: in millions of Won)

March 31, 2004

December 31, 2003

December 31, 2002

Average
balance

Interest
rate (%)

Average
balance

Interest
rate (%)

Average
balance

Interest
rate (%)

Won currency

Deposits

122,329,169

3.41

117,045,837

3.69

113,157,719

4.21

Certificate of deposit

5,794,683

3.87

4,068,327

4.45

2,119,900

4.82

Borrowings

3,219,697

3.59

3,625,926

3.89

4,568,873

4.45

Call money

976,518

3.61

1,315,639

3.93

1,039,249

4.02

Other

22,060,515

5.77

23,311,299

5.91

14,254,281

6.70

Subtotal

154,380,582

3.77

149,367,028

4.06

135,140,022

4.49

Foreign currency

Deposits

1,396,694

0.66

1,276,952

0.84

1,096,544

1.28

Borrowings

3,187,865

0.87

3,462,883

1.01

2,269,774

2.45

Call money

212,405

1.14

150,609

1.07

293,151

1.65

Finance debentures issued

887,216

2.01

773,840

2.11

1,071,848

3.57

Other

35,148

0.01

26,491

—

23,087

—

Subtotal

5,719,328

1.00

5,690,775

1.12

4,754,404

2.67

Other

Total Shareholders Equity

8,970,821

—

12,053,112

—

14,586,550

—

Allowances

571,952

—

98,422

—

63,039

—

Other

13,818,628

—

9,509,283

—

3,717,379

—

Subtotal

23,361,401

—

21,660,817

—

18,366,968

—

Total

183,461,311

3.20

176,718,620

3.47

158,261,394

3.92

2.1.2. Uses of Fund

(Unit: in millions of Won)

March 31, 2004

December 31, 2003

December 31, 2002

Average
balance

Interest

rate (%)

Average

balance

Interest

rate (%)

Average

balance

Interest
rate (%)

Won currency

Due from banks

161,250

0.98

165,358

1.37

1,041,865

4.62

Securities

24,955,923

5.57

30,069,922

7.26

30,180,305

6.32

Loans

124,676,547

6.76

121,725,298

7.10

105,188,481

7.79

Advances for customers

97,234

1.02

96,547

5.79

91,583

4.35

Call loan

2,159,182

3.90

685,953

3.92

736,571

4.36

Private placement corporate bonds

1,699,134

7.69

1,287,623

10.26

1,631,524

7.32

Credit card accounts

10,925,389

9.94

6,698,954

10.44

5,719,359

10.25

Other

221,257

—

298,858

—

374,718

—

Allowance for credit losses (-)

3,636,429

—

1,823,976

—

1,437,960

—

Subtotal

161,259,487

6.98

159,204,537

7.41

143,526,446

7.66

Foreign currency

Due from banks

533,901

1.11

612,862

1.33

253,390

1.35

Securities

1,320,721

3.75

1,269,538

5.23

1,302,214

7.97

Loans

2,738,848

6.27

2,785,091

3.11

3,216,042

3.39

Call loan

99,602

1.13

84,803

1.28

188,465

1.98

Bills bought

1,754,705

1.78

1,983,368

1.83

835,356

4.71

Other

7,112

—

12,391

—

15,739

—

Allowance for credit losses (-)

82,265

—

132,105

—

267,194

—

Subtotal

6,372,624

4.11

6,615,948

3.03

5,544,012

4.95

Other

Cash

1,014,131

—

968,815

—

914,639

—

Fixed assets held for business

3,048,823

—

3,210,463

—

3,126,812

—

Other

11,766,246

—

6,718,857

—

5,149,485

—

Subtotal

15,829,200

—

10,898,135

—

9,190,936

—

Total

183,461,311

6.28

176,718,620

6.79

158,261,394

7.12

2.2. Principal Banking Activities

2.2.1. Deposits

The following table shows the average balances of our deposits for the periods ended and ending balances as of the dates indicated.

(Unit: in millions of Won)

March 31, 2004

December 31, 2003

December 31, 2002

Average
balance

Ending
balance

Average
balance

Ending
balance

Average
balance

Ending
balance

Deposits in Won

Demand deposits

12,861,926

13,092,684

12,192,971

14,110,288

10,654,651

12,987,742

Time & savings deposits

101,018,275

98,490,563

96,668,084

97,616,747

93,347,999

93,630,423

Mutual installment deposits

6,933,517

6,791,375

6,958,043

7,054,752

8,058,664

7,491,115

Mutual installment for housing

5,473,628

5,510,620

5,161,535

5,423,853

4,463,601

4,872,637

Certificates of deposits

5,794,683

5,314,571

4,068,327

6,499,258

2,119,900

3,044,089

Subtotal

132,082,029

129,199,813

125,048,960

130,704,898

118,644,815

122,026,006

Deposits in foreign currency

1,396,694

1,437,926

1,276,952

1,475,374

1,096,544

1,083,647

Trust deposits

Money trust

8,608,617

8,002,080

13,064,749

10,278,357

17,214,936

15,356,285

Property trust

19,731,611

18,578,249

24,512,746

21,453,761

16,783,690

26,852,684

Subtotal

28,340,228

26,580,329

37,577,495

31,732,118

33,998,626

42,208,969

Total

161,818,951

157,218,068

163,903,407

163,912,390

153,739,985

165,318,622

2.2.2. Average Deposit per Domestic Branch

The following table shows the average balances of our deposits per domestic branch as of the dates indicated.

(Unit: in millions of Won)


	March 31, 2004	December 31, 2003	December 31, 2002
Deposits	128,317	119,593	121,137
Deposits in Won	127,322	118,756	120,336

2.2.3. Average Deposit per Employee

The following table shows the average balances of our deposits per employee as of the dates indicated.

(Unit: in millions of Won)


	March 31, 2004	December 31, 2003	December 31, 2002
Deposits	7,417	7,487	7,256
Deposits in Won	7,359	7,434	7,208

2.2.4. Loan Balances

The following table shows the average balances of our loans for the periods ended and ending balances as of the dates indicated.

(Unit: in millions of Won)

March 31, 2004

December 31, 2003

December 31, 2002

Average
balance

Ending
balance

Average
balance

Ending
balance

Average
balance

Ending
balance

Loans in Won

124,666,930

126,369,439

121,705,493

123,715,244

53,498,087

94,698,769

Loans in foreign currency

3,919,194

3,775,314

4,160,185

4,019,929

3,924,562

4,174,237

Advances to customers

101,765

90,828

107,091

89,665

244,158

199,831

Subtotal

128,687,889

130,235,581

125,972,769

127,824,838

57,666,807

99,072,837

Trust account loans

475,266

457,601

531,500

489,788

2,194,851

1,117,817

Total

129,163,155

130,693,182

126,504,269

128,314,626

59,861,658

100,190,654

2.2.5. Loan Balances as of March 31, 2004 by Remaining Years to Maturities

(Unit: in millions of Won)


	Less than 1 year	More than 1 year~ less than 3 years	More than 3 years~ less than 5 years	More than 5 years	Total
Loans in Won	67,911,499	42,636,422	5,392,996	10,428,522	126,369,439
Loans in foreign currencies	2,376,846	528,520	194,970	674,977	3,775,313

2.2.6. Loan Balances by Uses

The following table shows the banking account balances of our loans in Won by uses as of the dates indicated.

(Unit: in millions of Won)


		March 31, 2004	December 31, 2003	December 31, 2002
Loans to enterprise	Loans for operations	36,179,204	35,351,506	35,369,066
	Loans for facility	6,786,525	6,631,703	5,963,631
Loans to households		43,460,668	42,884,305	40,477,483
Loans to public sector & others	Loans for operations	516,957	526,227	738,632
	Loans for facility	42,049	42,473	39,414
Loans on property formation savings		54,503	62,963	95,252
Loans for housing		39,314,843	38,199,290	33,731,435
Inter-bank loans		11,036	12,815	20,941
Others		3,654	3,962	5,449

Total		126,369,439	123,715,244	116,441,303

2.2.7. Loan to Deposit Ratio

The following table shows loan to deposit ratio as of indicated dates.

(Units: in millions of Won, %)


	March 31, 2004	December 31, 2003	December 31, 2002
Loans¹ (A)	124,666,930	121,705,493	105,106,146
Deposits² (B)	132,082,029	125,048,960	118,644,815

Loan to deposit ratio (A/B)	94.39	97.33	88.59

2.2.8. Acceptances and Guarantees

(Unit: in millions of Won)


	March 31, 2004	December 31, 2003	December 31, 2002
Determined	739,058	800,297	1,031,698
Contingent	1,281,940	1,281,518	1,306,878

Total	2,020,998	2,081,815	2,338,576

1.	Average balance of loans in each indicated date

2.	Average balance of deposits in each indicated date. The balances include certificate of deposits

2.2.9. Breakdown of Securities Investment

The following table shows the average balances of our securities for the periods ended and ending balances as of the indicated dates.

(Unit: in millions of Won)

March 31, 2004

December 31, 2003

December 31, 2002

Average
balance

Ending
balance

Average
balance

Ending
balance

Average
balance

Ending
balance

Securities in Won (Banking account)

Monetary stabilization bonds

5,839,947

7,151,530

4,343,978

5,540,598

2,834,534

3,269,269

Government and public bonds

5,592,154

5,015,625

5,630,422

5,885,595

4,272,946

5,252,321

Debentures

6,605,919

5,741,479

11,028,217

7,149,089

13,154,258

12,378,717

Stocks

962,483

1,164,294

1,380,254

877,013

2,146,149

1,661,682

Others

5,955,419

6,433,902

7,687,051

7,299,404

7,809,012

7,162,134

Subtotal

24,955,922

25,506,830

30,069,922

26,751,699

30,216,899

29,724,123

Securities in Won (Trust account)

Monetary stabilization bonds

965,468

1,541,290

984,380

878,077

1,309,515

583,379

Government and public bonds

857,873

659,153

1,182,165

1,252,419

2,023,503

1,323,195

Debentures

2,864,952

2,239,446

5,876,064

4,080,362

8,035,960

7,600,794

Stocks

600,367

597,055

763,277

592,379

904,921

924,514

Others

1,812,571

1,925,776

3,208,160

2,106,262

3,945,649

3,821,884

Securities in foreign currency (Trust Account)

774,661

753,399

868,819

767,675

559,964

747,253

Subtotal

7,875,892

7,716,119

12,882,865

9,677,174

77,213,310

74,449,265

Securities in foreign currency (Banking account)

Foreign securities

967,989

979,258

999,806

1,072,483

945,199

960,749

Off-shore foreign securities

352,732

334,518

269,732

277,663

320,423

255,878

Subtotal

1,320,721

1,313,776

1,269,538

1,350,146

1,265,622

1,216,627

Total

34,152,535

34,536,725

44,222,325

37,779,019

48,262,033

45,941,769

2.2.10. Trust Account

(Unit: in millions of Won)

March 31, 2004

December 31, 2003

December 31, 2002

Total amount
trusted

Trust
fees

Total amount
trusted

Trust
fees

Total amount
trusted

Trust
fees

Return-guaranteed trust

400

1,154

559

45,682

1,528

59,530

Performance trust

28,339,828

28,613

37,576,936

186,851

33,997,098

241,444

Total

28,340,228

29,767

37,577,495

232,533

33,998,626

300,974

2.2.11. Credit Card

2.2.11.1. BC Card

(Unit: in millions of Won unless indicated otherwise)


		As of or for the years ended of indicated dates
		March 31, 2004	December 31, 2003	December 31, 2002
Number of card holders (Person)	Corporate	52,230	68,359	58,090
	Individual	3,582,682	3,664,505	4,748,427
Number of merchants		298,645	309,699	262,619
Profit	Sales¹	4,063,200	22,326,200	27,216,500
	Fee revenue	200,707	1,044,463	1,039,710

2.2.11.2. KB Card (formerly Kookmin Card²)

(Unit: in millions of Won unless indicated otherwise)


		As of or for the years ended of indicated dates
		March 31, 2004	December 31, 2003	December 31, 2002
Number of card holders (Person)	Corporate	137,651	151,998	153,425
	Individual	10,618,102	10,990,703	11,638,968
Number of merchants		1,526,633	1,528,872	1,675,176
Profit	Sales¹	13,047,100	70,209,300	83,860,180
	Fee revenue	586,943	2,967,554	155,545

2.3. Branch Networks

As of March 31, 2004, we had 1,085 branches and 47 sub-branches in Korea, the largest number of branches among Korean commercial banks. Approximately 41.9% of our branches and sub-branches are located in Seoul.

We also have three overseas branches in Tokyo, New York and Auckland, and 1 overseas office in Guangzhou in China

1.	Includes credit card receivables and cash advances.

2.	Figures for 2002 are results of former Kookmin Credit Card.

2.4. Other Information for Investment Decision

2.4.1. BIS Risk-adjusted Capital Ratios

(Units: in millions of Won, %)


	March 31, 2004	December 31, 2003	December 31, 2002
Risk-adjusted capital (A)	13,153,138	12,739,857	14,439,313
Risk-weighted assets (B)	130,132,805	127,397,339	138,703,021

BIS ratios (A/B)	10.11¹	10.00	10.41

2.4.2. Non-Performing Loans²

(Units: in millions of Won unless indicated otherwise)

March 31, 2004

December 31, 2003

Change

Amount

NPL to total loans

Amount

NPL to total loans

Amount

NPL to total loans

5,014,915

3.51

4,202,254

2.99

812,661

0.52

2.4.3. Loan Losses Allowances

The following table shows the balance of our loan losses allowances as of the dates indicated.

(Units: in millions of Won)


		March 31, 2004	December 31, 2003	December 31, 2002
Loan losses allowance	Loans in Won	2,808,671	2,271,198	1,905,065
	Loans in foreign currencies	58,689	68,045	103,838
	Credit card	1,174,798	1,187,616	284,491
	Others	172,100	163,482	85,302
	Total	4,214,258	3,690,341	2,378,696

Write-offs for the Period		1,024,453	4,509,979	1,527,311

1.	Tentative ratio

2.	Non-performing loans are defined as those loans that are past due more than 90 days or that are placed non-accrual status according to the Financial Supervisory Service’s guidelines.

2.4.4. Changes of Loan Losses Allowances for Recent Three Years


	March 31, 2004	December 31, 2003	December 31, 2002
Beginning balance	3,905,342	2,378,696	2,271,179

Net Write-Off(-)	791,280	2,728,891	1,485,962
Write-Off	1,024,453	4,509,979	1,527,311
Recovery	153,765	761,718	269,533
Other	79,408	1,013,370	(228,144	)

Provision for loan losses	1,100,196	4,040,536	1,593,479

Ending balance	4,214,258	3,690,341	2,378,696

3. Financial Information

3.1. Non-Consolidated Condensed Financial Statements

(Unit: in millions of Won)


	As of or for the years ended of indicated dates
	March 31, 2004		December 31, 2003
Cash and due from banks	4,913,459		6,526,345
Securities	26,820,606		28,101,845
Loans	139,559,426		139,920,521
Fixed assets	2,948,580		3,019,556
Other assets	10,104,407		6,484,239

Total assets	184,346,478		184,052,506

Deposits	130,637,739		132,180,272
Borrowings	13,905,133		10,902,800
Debentures	16,456,920		19,192,581
Other liabilities	14,608,372		13,362,339

Total Liabilities	175,608,164		175,637,992

Common stocks	1,681,896		1,681,896
Capital surplus	6,230,738		6,230,738
Retained earnings	1,813,056		1,662,119
Capital adjustments	(987,376	)	(1,160,239	)
Total shareholders’ equity	8,738,314		8,414,514

Liabilities and Shareholders’ Equity	184,346,478		184,052,506

Operating revenue	4,982,799		15,556,986
Operating income	211,460		76,084
Continuing income (loss) before income taxes	228,517		(1,146,444	)

Net income (loss)	151,258		(753,348	)

3.2. Other Financial Information

See Kookmin Bank Non-Consolidated Interim Report by our independent auditors for our full financial statements and relevant notes. The Report is available at our website www.kbstar.com.

4. Independent Accountant Fees and Services

4.1. Audit & Review Fees

Our financial statements for the first quarter of 2004 have been reviewed by Samil Accounting Corporation, a Korean member firm of PRICEWATERHOUSECOOPERS. The aggregate contract fee for the audit and review fees for the fiscal year 2004 is 1,200 million Won.

4.2. Non-Audit Services

The following is a description of non-audit services rendered by our independent auditor for the last three years.

(Units: in millions of Won unless indicated otherwise)


Year	Service description	Amount of payment
2004	- US GAAP conversion for 2003	US$	3,950 thousand
	- US GAAP conversion for 2002	US$	3,800 thousand
2003	- Due Diligence on Kookmin Credit Card		250
	- SEC Filing regarding the proposed merger with Kookmin Credit Card	US$	30 thousand
2002	- Project for improving the accounting process		690
	- Advisory service for the conversion process in US GAAP		1,450

5. Corporate Governance and Affiliated Companies

5.1. Board of Directors & Committees under the Board

The board of directors holds regular meetings every quarter. The board of directors consists of directors and resolves each following matter:

•

matters relating to business objectives and performance evaluation;

•

matters relating to amendments of the Articles of Incorporation;

•

matters relating to budget and accounting including salaries of directors and employees;

•

matters relating to major organizational changes such as dissolution, business transfer and merger;

•

matters relating to internal control standards; or

•

other matters determined by law and the board of directors regulations.

We currently have six management committees that serve under the board:

•

the Board Steering Committee;

•

the Management Strategy Committee;

•

the Risk Management Committee;

•

the Audit Committee;

•

the Compensation Committee; and

•

the Non Executive Director Nominating Committee.

Each committee member is appointed by the board of directors, except for members of the Audit Committee, who are elected at the general meeting of stockholders. For list of our directors, see 6. Directors, Senior Management and Employees / 6.1. Executive Directors and 6.2. Non-Executive Directors.

5.2. Audit Committee

Audit Committee oversees our financial reporting and approves the appointment of and interaction with our independent auditors, compliance officers, management personnel and other committee advisors. The committee also reviews our financial information, auditor’s examinations, key financial statement issues and the administration of our financial affairs by the board of directors. In connection with the general meetings of stockholders, the committee examines the agenda for, and financial statements and other reports to be submitted by, the board of directors to each general meeting of stockholders. The committee holds regular meetings every quarter and as-needed basis.

5.3. Compensation to Directors

For the 3 months period ended March 31, 2004, the aggregate of the remuneration paid by us to 1) the former Chairman, President & CEO and our other executive directors and 2) our non-executive directors was 1,883 million Won, 171 million Won, respectively. The following table shows the breakdown of the remuneration.

(Units: in millions of Won)


	The aggregate remuneration paid	Limit for the remuneration resolved by shareholders’ meeting	Average amount of the payment per person
1) Executive Directors	1,883	8,000	377
2) Non Executive Directors	171		14

Total	2,054	8,000	121

As part of remuneration, Kookmin Bank also granted stock options to directors. See 1.3.3. Stock Option.

5.4. Voting Rights of Shareholders

Each outstanding share of our common stock is entitled to one vote per share. If the method of written resolution at the general meeting of shareholders is adopted by resolution of the board of directors, at which the convening of the general meeting of shareholders is determined, the shareholders may exercise their voting rights in writing without participating the meeting in person. In this case, the Bank is required to send the documents and references necessary for exercise of voting rights, together with the convening notice. If a shareholder intends to exercise his/her voting rights in writing, the shareholder is required to fill in a certain form and submit it to the Bank one day before the date set for the general meeting of shareholders.

5.5. Share Ownership

The following table presents information regarding the selected major ownership of our shares as of December 31, 2003, the latest record date.

(Unit: Shares, %)


Name	Number of Shares of Common Stock	Percentage of Total Issued Shares
Bank of New York¹	35,000,566	10.41
Kookmin Bank²	30,016,623	8.92
ING Bank N.V.	12,716,691	3.78
Euro-Pacific Growth Fund	10,682,290	3.18
Emerging Markets Growth	10,125,055	3.01
National Pension Fund	7,496,146	2.23
Goldman Sachs Capital SH	3,831,151	1.14

¹	Depositary of ADRs

²	Treasury stocks with no voting right

5.6. Affiliated Companies

5.6.1. List of Affiliates

As of March 31, 2004, we have following affiliates.

•

KB Investment Co., Ltd.

•

KB Asset Management Co., Ltd.

•

KB Real Estate Trust Co., Ltd.

•

KB Credit Information Co., Ltd.

•

KB Data Systems Corporation

•

KB Futures Co., Ltd.

•

ING Life Korea Ltd.

•

Kookmin Bank Luxemburg. S.A.

•

Kookmin Bank International (London) Ltd.

•

Kookmin Finance Hong Kong Ltd.

•

Sorak Financial Holdings

5.6.2. Operating Results of Affiliates¹

(Unit: in millions of Won)

Operating results of the latest fiscal year

Company name

Closing date

Total
Assets

Total
Liabilities

Total
Equities

Sales

Net

Income

KB Investment

December 31, 2003

95,555

18,194

77,361

19,227

5,300

KB Asset Management

March 31, 2004

63,481

5,860

57,621

24,408

9,982

KB Real Estate Trust

December 31, 2003

257,724

159,595

98,129

56,613

10,402

KB Credit Information

December 31, 2003

25,265

7,383

17,882

43,700

3,931

KB Data Systems Corp.

December 31, 2003

17,894

3,244

14,650

37,389

1,031

KB Futures

March 31, 2004

35,794

10,375

25,419

8,691

1,056

ING Life Korea

March 31, 2003

2,068,192

1,937,761

130,431

1,211,847

78,559

Kookmin Bank Luxemburg

December 31, 2003

286,997

281,048

5,949

19,487

Kookmin Bank International (London)

December 31, 2003

225,681

168,925

56,756

12,902

3,264

Kookmin Finance Hong Kong

December 31, 2003

211,944

149,228

62,716

34,543

682

Sorak Financial Holdings

March 31, 2004

279,753

483

279,270

—

(225

)

¹	The operating results of each domestic affiliates of which fiscal years were ended as of March 31, 2004 are tentative figures.

6. Directors, Senior Management and Employees

As of May 14, 2004, our board of directors, which consists of 3 executive directors and 11 non-executive directors, has the ultimate responsibility for the management of our affairs.

6.1. Executive Directors

Our 3 executive directors consist of President & CEO and two executive vice presidents.

The names and positions of our directors with Kookmin Bank’s common stocks owned are set forth below.


Name	Date of Birth	Position	Common Stocks Owned
Jung Tae Kim	08/15/1947	President & CEO	126,581
Seong Kyu Lee	10/25/1059	Executive Director & EVP	—
Donald H. MacKenzie	12/20/1948	Executive Director & EVP	—

6.2. Non-Executive Directors

Our non-executive directors are selected based on the candidates’ talents and skills in diverse areas, such as law, finance, economy, management and accounting. As of May 14, 2004, 11 non-executive directors are in office.

Our current non-executive directors with Kookmin Bank’s shares owned are as follows.


Name	Date of Birth	Position	Common Stocks Owned
Moon Soul Chung	03/07/1938	Non-Executive Director	4,531
Richard Elliott Lint	01/04/1946	Non-Executive Director	720
Sun Jin Kim	06/08/1942	Non-Executive Director	3,825
Dong Soo Chung	09/24/1945	Non-Executive Director	720
Kyung Hee Yoon	01/05/1947	Non-Executive Director	—
Suk Yong Cha	06/09/1953	Non-Executive Director	960
Bernard S. Black	11/13/1953	Non-Executive Director	720
Ki Hong Kim	01/10/1957	Non-Executive Director	1,080
Woon Youl Choi	04/02/1950	Non-Executive Director	8,629
Wang Ha Cho	09/18/1953	Non-Executive Director	71
Young Soon Cheon	02/01/1961	Non-Executive Director	—

6.3. Senior Management

In addition to the executive directors who are also our executive officers, we currently have the following 7 executive officers as of May 14, 2004.


Name	Date of Birth	Position	Common Shares Owned
Jong Kyoo Yoon	10/13/1955	Senior Executive Vice President	3,300
Jeung Lak Lee	06/13/1958	Senior Executive Vice President	—
Sang Jin Lee	05/21/1955	Senior Executive Vice President	1,078
Yun Keun Jung	07/01/1951	Senior Executive Vice President	2,416
Jung Young Kang	01/29/1951	Senior Executive Vice President	—
Young Il Kim	07/06/1953	Senior Executive Vice President	3,327
Ki Sup Shin	10/29/1955	Senior Executive Vice President	280

6.4. Compensation to Directors and Senior Management

The total compensation to both directors and senior management for the first quarter of 2004, excluding grant of stock options, is 4,071,875,397 Won, and the average compensation amount per person is 135,729,180 Won. During the first 3 months, we had 17 directors and 13 executive vice presidents.

6.5. Employees

The following table shows the breakdown of our employees as of March 31, 2004.

(Unit: in millions of Won)

Number of Employees

Average Tenure
of the Full-time
Employees

Total Payment for
1^st quarter of 2004

Average Monthly
Payment
per Person

Full-time

Contractual

Total

Male

14,169

1,244

15,413

15.88

213,048

4.6

Female

4,976

8,014

12,990

13.16

112,504

2.9

Total

19,145

9,258

28,403

15.18

325,552

3.8

7. Related Party Transaction

A number of banking transactions are entered into with related parties in the ordinary course of business. Generally, these transactions include loans, deposits, debt securities and other arms-length transactions relating to our banking business. These transactions are carried out on commercial terms and conditions and at market rates.

7.1. Transactions with the Largest Shareholders and Affiliates

7.1.1. Investments in Affiliates¹

(Unit: in millions of Won)

Name

Relation
with the
Bank

Account

Par
Value

Beginning
Balance
(January 1, 2004)

Increase

Decrease

Ending

Balance
(March 31, 2004)

KB Real Estate Trust

Affiliate

Equity Securities of Affiliate

79,999

—

79,999

KB Investment

Affiliate

Equity Securities of Affiliate

44,708

—

44,708

KB Asset Management

Affiliate

Equity Securities of Affiliate

30,670

—

30,670

KB Futures

Affiliate

Equity Securities of Affiliate

19,996

—

19,996

KB Data Systems Corp.

Affiliate

Equity Securities of Affiliate

7,998

—

7,998

KB Credit Information

Affiliate

Equity Securities of Affiliate

4,154

—

4,154

ING Life Korea

Affiliate

Equity Securities of Affiliate

14,000

—

14,000

KOMOCO

Affiliate

Equity Securities of Affiliate

30,000

—

30,000

Total

231,525

¹	Excluding Jooeun Industry and Jangeun Securities which have been under liquidation procedures

7.1.2. Real Estate Transactions with Affiliates

(Unit: in millions of Won)

Name

Relation with
the Bank

Type

Account

The Number
of Contracts

Deposits

Rent Fee

KB Credit Information

Affiliate

Building

Rental Income

4,304.00

11.73

KB Real Estate Trust

Affiliate

Building

Rental Income

1,738.00

—

KB Data Systems Corp.

Affiliate

Building

Rental Income

2,484.31

—

KB Futures

Affiliate

Building

Rental Income

1,363.36

—

Total

—

9,889.67

11.73

7.2. Transactions with Other than the Largest Shareholders & Affiliates

7.2.1. Loans and Guarantees

(Unit: in millions of Won)


Name	Relation with the Bank	Account	Beginning Balance (January 1, 2004, or on the date of appointment)	Ending Balance (March 31, 2004)	Increase / (Decrease) for the period
Kolon Co.	Related party of Non executive director, Wang Ha Cho	Overdraft	30,000	30,378	378
Kolon Construction	Related party of Non executive director, Wang Ha Cho	Overdraft	0	77	77
Hankyoreh Plus	Related party of Senior executive vice president, Seong Kyu Lee	Loans for working capital	6,915	7,217	302

Total			36,915	37,672	757

7.2.2. Real Estate Transaction

(Unit: in millions of Won)


Name	Relation with Kookmin Bank	Type	Account	Deposits	Rent Fee
Haitai Confectionary & Foods	Related party of Non executive director, Suk Yong Cha	Building	Rental Deposit	150	—
DSME Co.	Related party of Non executive director, Dong Soo Chung	Building	Rental Deposit	—	11.04

Total				150	11.04

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Kookmin Bank
	(Registrant)

Date: May 14, 2004	By: /s/ Ki Sup Shin
	(Signature)

	Name:	Ki Sup Shin
	Title:	Senior Executive Vice President & Chief Financial Officer

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