Edgar Filing: WOORI FINANCE HOLDINGS CO LTD

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 March 2014

Woori Finance Holdings Co., Ltd.

(Translation of Registrant’s name into English)

51, Sogong-ro, Jung-gu, Seoul, Korea 100-792

(Address of principal executive offices)

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.

Index

1.	Summary of 2013 Business Report

2.	Exhibit 99.1 Woori Finance Holdings Co., Ltd. Audit Reports for Fiscal Year 2013 (Consolidated)

3.	Exhibit 99.2 Woori Finance Holdings Co., Ltd. Audit Reports for Fiscal Year 2013 (Separate)

Summary of 2013 Business Report

Table of Contents



I.	COMPANY OVERVIEW	5

	1. Purpose of the Company	5

	2. History of the Company	6

	3. Capital Structure	18

	4. Total Number of Authorized Shares	19

	5. Voting Rights	20

	6. Dividend Information	20

II.	DESCRIPTION OF BUSINESS	21

	1. Business Overview	21

	2. Overview of Operations	22

	3. Other Information Relevant to Investment Decisions	24

III.	FINANCIAL INFORMATION	30

	1. Condensed Financial Statements (Separate)	30

	2. Condensed Financial Statements (Consolidated)	31

IV.	INDEPENDENT AUDITOR’S OPINION	32

	1. Independent Auditor’s Opinion	32

	2. Compensation to the Independent Auditor for the Past Three Years	33

V.	CORPORATE GOVERNANCE AND AFFILIATED COMPANIES	34

	1. About the Board of Directors	34

	2. Related Companies	40

	3. Investments in Other Companies	41

VI.	STOCK INFORMATION	42

	1. Stock Distribution	42

	2. Stock Price and Stock Market Performance for the Past Six Months	43



VII.	DIRECTORS AND EMPLOYEE INFORMATION	44

	1. Directors	44

	2. Employee Status	44

	3. Directors’ Compensation	44

VIII.	RELATED PARTY TRANSACTIONS	45

	1. Transactions with Affiliated Parties	45

Except where indicated otherwise, financial information contained in this document (including the attached financial statements) have been prepared in accordance with the Korean equivalent of International Financial Reporting Standards (“Korean IFRS”), which differ in certain important respects from generally accepted accounting principles in the United States.

All references to “Woori Finance Holdings,” “we,” “us” or the “Company” are to Woori Finance Holdings Co., Ltd. and, unless the context requires otherwise, its subsidiaries. In addition, all references to “Won” or “KRW” in this document are to the currency of the Republic of Korea.

I.	Company Overview

1.	Purpose of the Company

a.	Scope of Business

Acquisition/ownership of shares in companies that are engaged in financial services or are closely related to financial services, as well as the governance and/or management of such companies.

(1)

Corporate Management

Setting management targets for and approving business plans of the subsidiaries;

Evaluation of the subsidiaries’ management performance and establishment of compensation levels;

Formulation of corporate governance structures of the subsidiaries;

Inspection of operation and assets of the subsidiaries; and

Other activities complementary to the items mentioned in numbers 1 to 4.

(2)

Corporate Management Support Activities

Funding for the affiliate companies (including direct and indirect subsidiaries, the “Affiliates”);

Capital investment in subsidiaries or procurement of funds for the Affiliates; and

Activities ancillary to the above items.

b.	Scope of Business of Subsidiaries

(1)

Bank Subsidiaries (Woori Bank, Kwangju Bank and Kyongnam Bank):

Banking business as prescribed by the Banking Act;

Trust business;

Foreign exchange business; and

Other authorized businesses.

(2)

Woori Investment & Securities: businesses authorized under the Financial Investment Services and Capital Markets Act and related laws and regulations.

(3)

Woori Aviva Life Insurance: life insurance and other insurance activities and other business activities permitted under the Insurance Business Act.

(4)

Woori Financial: consumer finance business.

(5)

Woori Card: credit card business

(6)

Woori FG Savings Bank: consumer savings banking business.

(7)

Woori Investment Bank: merchant banking business

(8)

Woori F&I: securitization business.

(9)

Woori Asset Management: asset management business.

(10)

Woori Private Equity: private equity business.

(11)

Woori FIS: finance-related IT services.

(12)

Woori Finance Research Institute: research relating to finance and banking

2.	History of the Company

a.	Company History

(1)

Background: Major developments.


March 27, 2001		Woori Finance Holdings was incorporated

April 2, 2001		Commenced commercial operations

June 24, 2002		Became listed on the Korea Exchange

September 29, 2003		Became listed on the New York Stock Exchange

March 30, 2004		Appointment of new management

March 31, 2004		Woori Card merged into Woori Bank

June 18, 2004		Woori Securities became a wholly-owned subsidiary

December 21, 2004		Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion)

December 24, 2004		Acquired LG Investment & Securities and incorporated as a subsidiary

February 17, 2005		Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion)

March 11, 2005		Capital increase through conversion of CBs (Total capital after conversion: Won 4.0 trillion)

March 31, 2005		Woori Securities and LG Investment & Securities merged (the name of the surviving entity, LG Investment & Securities, changed to Woori Investment & Securities)



May 6, 2005		LG Investment Trust Management changed from 2^nd tier subsidiary to 1^st tier subsidiary

May 31, 2005		Woori Investment Trust Management and LG Investment Trust Management merged (the name of the surviving entity, LG Investment Trust Management, changed to Woori Asset Management)

August 3, 2005		Dissolution of Woori LB Second Asset Securitization Specialty Co., Ltd.

September 5, 2005		Woori Asset Management became a wholly-owned subsidiary through capital reduction and cancellation

October 21, 2005		Woori Private Equity was established and incorporated as a subsidiary

October 27, 2005		Closure of strategic investment agreement with Lehman Brothers

February 23, 2006		Joint venture arrangement between Woori CA Asset Management, a 2^nd tier subsidiary, and Japan’s Shinsei Bank (involving a transfer of 49% of Woori F&I’s 100% stake in Woori CA Asset Management to Shinsei Bank)

April 11, 2006		Joint venture agreement to transfer 30% of the shares of Woori Asset Management to Credit Suisse Asset Management International Holdings, a wholly owned subsidiary of Credit Suisse.

May 30, 2006		Upon the 30% share transfer to Credit Suisse Asset Management International Holdings, Woori Asset Management was renamed Woori Credit Suisse Asset Management.

March 30, 2007		Appointment of new management

September 14, 2007		Acquired Hanmi Capital as a subsidiary (Hanmi Capital was renamed Woori Financial as of October 26, 2007)

April 4, 2008		Acquired LIG Life Insurance as a subsidiary (LIG Life Insurance was renamed Woori Aviva Life Insurance as of April 1, 2008)

June 27, 2008		Appointment of new management

April 29, 2009		Termination of joint venture with Credit Suisse regarding Woori Credit Suisse Asset Management. Renamed “Woori Asset Management” (May 30, 2009)



October 28, 2009		Acquired the remaining 30% equity stake in Woori Credit Suisse Asset Management from Credit Suisse Asset Management International Holding and completed the establishment of Woori Asset Management as our wholly-owned subsidiary

December 30, 2009		Dissolution of Woori LB Third Asset Securitization Specialty Co., Ltd.

March 11, 2010		MOU with National Bank of Abu Dhabi Group

March 16, 2011		Woori FG Savings Bank Co., Ltd. was incorporated as a wholly-owned subsidiary

October 5, 2011		Kwangju Bank and Kyongnam Bank became wholly-owned subsidiaries

November 29, 2011		Acquired additional shares of Woori Investment & Securities to increase our equity stake (based on common stock) to 37.85%

July 30, 2012		Acquired additional shares of Woori Financial to change our equity stake to 52.02%

October 9,2012		Disclosed Woori Finance Research Institute is incorporated as a wholly-owned subsidiary

April 1, 2013		Woori Card was incorporated as a wholly-owned subsidiary following a spin-off from Woori Bank.

June 14,2013		Appointment of new management

June 21,2013		Acquired Kumho Investment Bank as a subsidiary upon our acquisition of a [41.6]% equity stake. Changed company name to Woori Investment Bank on October 2, 2013.

b.	Associated Business Group

(1)

Overview of Business Group

Name of business group: Woori Financial Group

(2)

Related companies within the business group

As of December 31, 2013


Type	Name of Company	Controlling Company	Notes
Holding Company	Woori Finance Holdings	Korea Deposit Insurance Corporation	1 company
1^st Tier Subsidiaries	Woori Bank	Woori Finance Holdings	14 companies
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	Woori Financial
	Woori Card
	Woori Aviva Life Insurance
	Woori FG Savings Bank
	Woori Investment Bank
	Woori F & I
	Woori Asset Management
	Woori FIS
	Woori Private Equity
	Woori Finance Research Institute
2^nd Tier Subsidiaries	Woori Credit Information	Woori Bank	69 companies
	Woori America Bank
	P.T. Bank Woori Indonesia
	Korea BTL Infrastructure Fund
	Woori Global Markets Asia Ltd.
	Woori Bank (China) Limited
	ZAO Woori Bank
	Woori Fund Service
	Woori Bank Brasil
	Woori AMC	Woori F&I
	Woori F&I Seventh Asset Securitization Specialty Co., Ltd.
	Woori SB Tenth Asset Management
	Woori F&I Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd.
	Woori EA Third Asset Securitization Specialty Co., Ltd.
	Woori EA Fifth Asset Securitization Specialty Co., Ltd.
	Woori EA Eighth Asset Securitization Specialty Co., Ltd.
	Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd.
	WR Investment America LLC
	Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.
	Woori EA Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty First Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd.
	Woori EA Twelveth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd
	Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd
	Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd
	Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty First Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Fifth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Sixth Asset Securitization Specialty Co., Ltd


Type	Name of Company	Controlling Company	Notes
	Woori F&I Thirty Seventh Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Eighth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Ninth Asset Securitization Specialty Co., Ltd
	Woori F&I Fourtieth Asset Securitization Specialty Co., Ltd
	FS1312 Asset Securitization Specialty Co., Ltd.
	POSCO Woori EIG Global Private Equity Fund	Woori Asset Management
	Woori Private Equity Fund	Woori Private Equity
	Woori Blackstone Korea Opportunity Private Equity Fund No.1
	Woori Columbus Private Equity Fund No.1
	Woori Futures	Woori Investment & Securities
	Woori Investment & Securities International Ltd.
	Woori Investment & Securities (HK) Ltd.
	Woori Investment & Securities America Inc.
	Mars Private Equity Fund No.2
	Woori Investment Asia Pte. Ltd.
	Woori Absolute Partners PTE, Ltd.
	Woori Absolute Global Opportunity Fund
	Woori Korindo Securities Indonesia
	LG Investment Holdings B.V. GG
	Woori CBV Securities Corporation
	Woori Absolute Return Investment Strategies
	KoFC Woori Growth Champ 2010 No.3 Private Equity Fund
	Woori Investment Advisory Co., Ltd. (Beijing)
	Two Eagles KIB LLC	Woori Investment Bank
3^rd Tier Subsidiary	Two Eagles LLC	Two Eagles KIB LLC	1 company

Woori Finance Holdings, Woori Investment & Securities, Woori Financial, and Kumho Investment Bank are listed on the KRX KOSPI Market

Woori Finance Holdings sold all of its equity interest (52.02%) in Woori Financial to KB Financial Group on March 20, 2014.

* On March 18, 2008, Mars Private Equity Fund No. 3, with an expected paid-in-capital of KRW 51 billion, was included as our 2^nd tier subsidiary. Woori Investment & Securities, as its general partner, will have contributed 1.96% of the capital of Mars Private Equity Fund No. 3.

* On April 3, 2008, Woori F&I Eighth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

* On April 4, 2008, LIG Life Insurance was included as our 1^st tier subsidiary (LIG Life Insurance was renamed Woori Aviva Life Insurance as of April 1, 2008).

* On May 14, 2008, Mars Private Equity Fund No. 4, with an expected paid-in-capital of KRW 51 billion, was included as our 2^nd tier subsidiary. Woori Investment & Securities, as its general partner, will have contributed 0.99% of the capital.

* On May 29, 2008, Woori Absolute Partners Pte. Ltd., an investment advisory service company wholly-owned by Woori Investment & Securities and established in Singapore to manage offshore funds, was included as our 2^nd tier subsidiary.

* On June 27, 2008, Woori SB Tenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I owns a stake of 50% plus one share in the company.

* On July 21, 2008, Woori Absolute Global Opportunity Fund, an offshore financial company wholly-owned by Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On September 9, 2008, Woori F&I Ninth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

* On March 3, 2009, PT Clemont Securities Indonesia was included as our 2^nd tier subsidiary. Woori Investment & Securities owns a 60% stake in PT Clemont Securities Indonesia.

* On March 12, 2009, Woori F&I Tenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

* On July 24, 2009, Woori F&I Twelfth Asset Securitization Specialty Co., Ltd. was removed as our 2^nd tier subsidiary following the sale of Woori F&I’s equity stake in Woori F&I Twelfth Asset Securitization Specialty Co., Ltd.

* On August 31, 2009, Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary.

* On September 28, 2009, Woori CBV Securities Corporation was included as our 2^nd tier subsidiary. Woori Investment & Securities owns a 49% stake in Woori CBV Securities Corporation.

* On October 15, 2009, we acquired an additional 2.41% of common shares of Woori Financial, and our shareholding is currently 52.52%.

* On October 28, 2009, Woori Asset Management became our wholly-owned subsidiary following our acquisition of Credit Suisse’s 30% interest in Woori Asset Management.

* High Technology Venture Investment, Global Technology Investment, LG Investment Holdings B.V. GG and Connacht Capital Market Investment, which are offshore finance companies and subsidiaries of Woori Investment & Securities, are currently undergoing liquidation or other change of control-related proceedings. Due to an expansion in the types of entities that are considered 2^nd tier subsidiaries of financial holding companies, these entities became our 2^nd tier subsidiaries.

* On December 28, 2009, Woori SB Asset Management changed its name to Woori AMC and became a wholly-owned subsidiary of Woori F&I following the termination of its joint venture with Shinsei Bank.

* On December 30, 2009, Woori Third Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries

* On February 15, 2010, Woori Investment & Securities sold 100% of its investment stake in Woori Absolute Asia Multi Strategy Fund, an offshore financial company that was wholly-owned by Woori Investment & Securities prior to such sale.

* On March 8, 2010, Woori F&I Fourteenth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary.

* On May 20, 2010, Woori Absolute Return Investment Strategies, an offshore financial company wholly-owned by Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On June 10, 2010, Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd. and Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd., which are wholly-owned by Woori F&I, were included as our 2^nd tier subsidiaries.

* On June 18, 2010, Woori EA Third Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 28, 2010, Woori Ea Fourth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 29, 2010, Woori Ea Fifth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On July 9, 2010, Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd. was removed as our 2^nd tier subsidiary following the sale of Woori Investment & Securities’ investment stake in Woori F&I Fifteenth Asset Securitization Specialty Co., Ltd.

* On September 2, 2010, Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On October 22, 2010, WR Creditor Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 22, 2010, KoFC Woori Growth Champ 2010 No.3 Private Equity Fund, a 30% owned subsidiary of Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On November 23, 2010, Woori EA Eighth Asset Securitization Specialty Co., Ltd., a 51% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 30, 2010, Woori F&I Ninth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On December 1, 2010, High Technology Venture Investment and Global Technology Investment was dissolved and removed from our list of subsidiaries.

* On December 3, 2010, Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 21, 2010, WR Investment America LLC. A 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On January 14, 2011, Woori Investment Advisory Co., Ltd. (Beijing), a 100% owned subsidiary of Woori Investment & Securities, was included as our 2^nd tier subsidiary.

* On Febuary 24, 2011, Woori F&I Nineeenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 14, 2011, Woori F&I Twentieth Asset Securitization Specialty Co., Ltd., a subsidiary of Woori F&I, was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 60% of the equity of Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.

* On March 16, 2011, Woori FG Savings Bank, a 100% owned subsidiary of Woori Finance Holdings, was included as our subsidiary.

* On March 29, 2011, Woori EA Tenth Asset Securitization Specialty Co., Ltd., a 51% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On May 30, 2011, Woori F&I Fourteenth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On June 7, 2011, Woori F&I Twenty First Asset Securitization Specialty Co., Ltd. and Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd., each a 100% owned subsidiary of Woori F&I, were included as our 2^nd tier subsidiaries.

* On July 22, 2011, Woori Fund Service Co., Ltd., a 100% owned subsidiary of Woori Bank, was included as our 2^nd tier subsidiary.

* On August 26, 2011, Brim Asian Credit Fund was dissolved and removed from our list of subsidiaries.

* On September 2, 2011, Woori EA Twelveth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On September 28, 2011, Woori F&I Fifth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On November 2, 2011, Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 25, 2011, Woori EA Thirteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 29, 2011, Woori EA Fourteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 2, 2011, Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 28, 2011, Woori F&I Sixth Asset Securitization Specialty Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On March 8, 2012, Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 9, 2012, POSCO Woori EIG Global Private Equity Fund, to which Woori Asset Management contributed 0.5% of the capital and serves as its general partner, was included as our 2^nd tier subsidiary.

* On March 29, 2012, Woori EA Fifteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On May 16, 2012, Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On May 24, 2012, Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 11, 2012, Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On July 17, 2012, WR Creditors Co., Ltd. was dissolved and removed from our list of subsidiaries.

* On September 5, 2012, Woori EA Eighteenth Asset Securitization Specialty Co., Ltd., a 67% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On September 10, 2012, Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On September 25, 2012, Woori Bank Brasil was included as our 2^nd tier subsidiary. Woori Bank owns a 100% (less one share) stake in Woori Bank Brasil.

* On November 2, 2012, Woori Columbus Private Equity Fund No.1, to which Woori Asset Management contributed 1.96% of the capital and serves as its general partner, was included as our 2^nd tier subsidiary.

* On November 9, 2012, Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 28, 2012, Woori F&I Eighth Asset Securitization Specialty Co., Ltd., was dissolved and removed from our list of subsidiaries.

* On December 7, 2012, Woori F&I Thirty First Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 26, 2012, Woori Finance Research Institute was incorporated and became our wholly-owned subsidiary.

* On March 7, 2013, Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 8, 2013, Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 8, 2013, Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 13, 2013, Woori F&I Thirty Fifth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On March 14, 2013, Mars Private Equity Fund No.3 was dissolved and removed from our list of subsidiaries.

* On March 29, 2013, Mars Private Equity Fund No.1 was dissolved and removed from our list of subsidiaries.

* On April 1, 2013, Woori Card was added as our 1^st tier subsidiary.

* On June 4, 2013, Woori F&I Thirty Sixth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 7, 2013, Woori F&I Thirty Seventh Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On June 21, 2013, the inclusion of Kumho Investment Bank as our 1^st tier subsidiary was approved by the Financial Services Commission, and Two Eagles KIB LLC and Two Eagles LLC, both controlled by Kumho Investment Bank, were also included as our 2^nd and 3^rd tier subsidiaries, respectively.

* On June 28, 2013, Woori F&I Eleventh Asset Securitization Specialty Co., Ltd., was dissolved and removed from our list of subsidiaries.

* On July 8, 2013, Mars Private Equity Fund No.4 was dissolved and removed from our list of subsidiaries.

* On August 19, 2013, Woori F&I Thirty Eighth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On August 29, 2013, Woori F&I Thirty Ninth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On September 4, 2013, Woori F&I Fourtieth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On November 13, 2013, Connacht Capital Market Investment Limited Fund was dissolved and removed from our list of subsidiaries.

* On December 2, 2013, FS1312 Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

* On December 24, 2013, Woori EA Fourth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was dissolved and removed from our list of subsidiaries.

LOGO On March 20, 2014, the sale of Woori Financial Co., Ltd. was completed and it ceased to be our 1^st tier subsidiary.

c.	Consolidated Subsidiaries

(As of December 31, 2013)


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Woori Bank	Banking	242,667,808
Kwangju Bank	Banking	18,297,125
Kyongnam Bank	Banking	28,900,360
Woori Investment & Securities	Securities	24,211,585
Woori Financial	Other Financial	3,537,592
Woori Card	Credit Card	—
Woori FG Savings Bank	Banking	1,598,619
Woori Investment Bank (former Kumho Investment Bank)	Merchant Banking	1,412,550
Woori F&I	Other Financial	1,600,095
Woori Asset Management	Collective Investment	80,095
Woori FIS (former Woori Finance Information System)	Financial Information Technology	334,878
Woori Private Equity	Other Financial	40,793
Woori Finance Research Institute	Other Financial	4,156
Woori Heritage Long Short Private Equity Investment Trust No.1	Other Financial	11,336
Woori CS Ocean Bridge 9^th	Other Financial	884
Woori CS Global Emerging Milestone 1^st	Other Financial	27,048
Woori Credit Information	Debt Collection and Credit Rating	30,917
Woori America Bank	Banking	1,078,995
P.T. Bank Woori Indonesia	Banking	662,720
Woori Global Markets Asia Ltd.	Banking	181,104
Woori Bank (China) Limited	Banking	3,036,392
ZAO Woori Bank	Banking	214,258
Woori Bank Brasil	Banking	22,336
Korea BTL Infrastructure Fund	Other Financial	584,144
Woori Fund Service Co., Ltd.	Other Financial	2,952
Kumho Trust 1^st Co., Ltd.	Other Financial	80,942
Woori IB Global Bond Co., Ltd	Other Financial	213,745
Connsus Eighth Co., Ltd.	Other Financial	12
Asiana Saigon Co., Ltd.	Other Financial	52,947
An-Dong Raja 1^st Co., Ltd.	Other Financial	12,800
KAMCO Value Recreation 1^st Securitization Specialty Co., Ltd	Other Financial	84,560
Hermes STX Co., Ltd.	Other Financial	30,550
BWL First Co., LLC	Other Financial	80,029
Woori Poongsan Co., Ltd	Other Financial	41,575
Pyeongtaek Ocean Sand Co., Ltd.	Other Financial	44,539
Heights Third Co., Ltd	Other Financial	8,039
Jeonju Poomglim iWant	Other Financial	203
Wonju Poomglim iWant	Other Financial	9
Deogi Dream Fourth Co., Ltd	Other Financial	351
Guam Emerald Ocean View	Other Financial	535
Heoreum Short-Term 15^th	Other Financial	58
G5 Pro Short-Term 13^th	Other Financial	588
G6 First Class Mid-Term E-20	Other Financial	1
G15 First Class Mid-Term C-1	Other Financial	4
D First Class Mid-term C-151	Other Financial	3
Woori Milestone Private Real Estate Fund 1^st	Other Financial	6,975
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial	56,411
Woori Partner Plus Private Equity Securities 4^th	Other Financial	415,544


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Hyundai Platinum Private Equity Securities W-2	Other Financial	—
KTB Safe Private Equity Securities 77^th	Other Financial	—
Woori Partner Plus Private Equity Securities 12^th	Other Financial	—
KDB Private Equity Investment Trust WB-5	Other Financial	—
Shinhan BNP Corporate Private Equity Investment Trust 27^th	Other Financial	—
Yuri WB Private Equity Securities 5^th (Bond)	Other Financial	—
Kyobo Axa Tomorrow Private Equity Securities 25^th	Other Financial	—
Mirae Asset Triumph Private Equity Securities 15^th	Other Financial	—
Yuri WB Private Equity Securities 6^th (Bond)	Other Financial	—
Meritz Prime Private Equity Securities 93^rd	Other Financial	—
Kyobo Axa Tomorrow Private Equity Securities 26^th	Other Financial	—
Mirae Asset Triumph Private Equity Securities 17^th	Other Financial	—
Hanwha Private Equity Securities Investment Trust 57^th	Other Financial	—
Hyundai Platinum Private Equity Securities W-3	Other Financial	—
Phoenix Sky Private Equity Securities 15^th	Other Financial	—
Samsung Plus Private Equity Securities 24^th	Other Financial	—
HDC Private Equity Securities Investment Trust 10^th	Other Financial	—
ING Lion Private Equity Securities 47^th	Other Financial	—
LS Leading Solution Private Equity Securities 126^th Bond)	Other Financial	—
Shinhan BNP Corporate Private Equity Securities 32^nd	Other Financial	—
Hyundai Advantage Private Equity Securities 17^th	Other Financial	—
Mirae Asset Triumph Private Equity Securities 21^st	Other Financial	—
Meritz Prime Private Equity Securities 95^th	Other Financial	—
Hi Good Choice Private Equity Securities 8^th	Other Financial	—
HDC Private Equity Securities Investment Trust 11^th	Other Financial	—
Woori Partner Plus Private Equity Securities 13^th	Other Financial	—
Samsung AlphaClub Multi Long Short Private Equity 2^nd	Other Financial	—
Truston Private Equity Securities Investment Trust 13^th	Other Financial	—
Phoenix Sky Private Equity Securities 16^th	Other Financial	—
Hanwha Private Equity Securities Investment Trust 65^th	Other Financial	—
Hanwha Private Equity Securities No. 67 (Bond)	Other Financial	—
Woori Bank Principal Protected Trust	Other Financial	1,359,282
Heungkuk Hiclass 9^th	Other Financial	3,394
Tongyang High Plus Securities Investment Trust N-27^th	Other Financial	10,016
Mirae Asset Triumph Private Equity Investment Trust 11^th	Other Financial	—
Woori Frontier Short Term Private Equity Securities Investment Trust G-3	Other Financial	—
Hybrid 1^st Specialty Inc.	Other Financial	342,697
KAMCO Value Recreation 2^nd Securitization Specialty Co., Ltd.	Other Financial	8,898
Kwangju Bank Principal Protected Trust	Trust	10,835
KTB Market Alpha Private Equity Securities Investment Trust 30-2(Bond Mixed Type)	Other Financial	10,880
Mirae Asset Columbus Private Equity Investment Trust 43^rd (Bond Mixed Type)	Other Financial	10,375
Tongyang High Plus Securities Investment Trust N-28 (Bond)	Other Financial	—
Bearing New Besta Private Equity Securities Investment Trust 9^th (Bond)	Other Financial	—
Woori Frontier Private Equity Securities Investment Trust 4^th (Bond)	Other Financial	—
Yuri Balance Private Equity Securities Investment Trust 11^th (Bond Mixed Type)	Other Financial	—
Shinyoung Private Equity Securities Investment Trust KN-1 (ELS-Derivative Type)	Other Financial	—
Daeshin Balance Private Equity Securities Investment Trust 51^st (Bond Mixed Type)	Other Financial	—
Shinyoung Private Equity Securities Investment Trust KN-2 (ELS-Derivative Type)	Other Financial	—
Hyundai Smart Dream Private Equity Securities 9^th (Bond Mixed Type)	Other Financial	—
Consus 6^th Co., LLC	Other Financial	9
Kyongnam Bank Principal Protected Trust	Trust	56,742
Woori Futures	Futures	409,193
Woori Investment Securities International Ltd.	Securities	2,067
Woori Investment & Securities (HK) Ltd.	Securities	140,349
Woori Investment Securities America	Securities	6,467


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
MARS Second Private Equity Fund	Other Financial	231,863
Woori Investment Asia Pte. Ltd.	Securities	46,903
Woori Absolute Partners PTE Ltd.	Other Financial	3,880
Woori Absolute Asia Global Opportunity Fund	Other Financial	7,790
LG Investment Holding B.V.(Amsterdam) GG	Other Financial	30,612
Woori Korindo Securities Indonesia	Securities	33,123
Woori CBV Securities Corporation	Securities	8,300
Woori Absolute Return Investment Strategies fund	Other Financial	33,326
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory	2,391
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial	96,280
Woori Giant First Co., Ltd	Other Financial	96,280
IBS 11^th	ABS	—
Alpenrose Second Co., Ltd.	ABS	—
G3 Pro Short-term 13	Beneficiary Certificates	86
G4 Pro Short-term 13	Beneficiary Certificates	42
Woori Investment & Securities Principal Protected Trust	Trust	27,482
Woori AMC	Other Financial	20,838
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial	14,560
Woori SB Tenth Asset Management Co., Ltd.	Other Financial	18,647
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial	320
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial	3,401
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial	3,652
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial	7,909
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial	3,204
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial	3,870
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial	13,892
WR Investment America LLC	Other Financial	18,915
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial	31,034
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial	8,412
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial	4,098
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial	8,119
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial	71,265
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial	17,100
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial	22,068
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial	55,350
Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial	88,099
Woori EA Twelveth Asset Securitization Specialty Co., Ltd.	Other Financial	60,249
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial	47,452
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial	91,370
Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.	Other Financial	61,942
Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial	88,425
Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial	104,191
Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial	72,858
Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.	Other Financial	59,652
Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial	124,348
Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd.	Other Financial	138,623
Woori F&I Thirty First Asset Securitization Specialty Co., Ltd.	Other Financial	107,000
Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori F&I Thirty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori F&I Thirty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori F&I Thirty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori F&I Thirty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori F&I Thirty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial	—


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Woori F&I Fourtieth Asset Securitization Specialty Co., Ltd.	Other Financial	—
FS1312 Asset Securitization Specialty Co., Ltd.	Other Financial	—
Woori Private Equity Fund	Private Equity Investment	150,644
Woori EL Co., Ltd.	Other Financial	27
Two Eagles LLC	Real Estate & Leasing	632
MyAsset Manhattan Private Equity Real Estate Trust 1^st	Beneficiary Certificates	5,656
Sahn Eagle LLC	Other Financial	14,792
Hub 1^st Co., Ltd	ABS	14,582
Hub 2^nd Co., Ltd	ABS	24,161
Hub 3^rd Co., Ltd	ABS	16,754
Two Eagles KIB LLC	Other Services	238

*	Woori Financial Co., Ltd. was disaffiliated from Woori Finance Holdings Co., Ltd. on March 20, 2014

3.	Capital Structure

a.	Changes in Capital

(units: Won, shares)


Date	Category	Stock Decrease/Increase
Date	Category	Type	Quantity	Par Value	Issue price	Note
2001.3.27	Establishment	Common	727,458,609	5,000	5,000	—
2002.5.31	Exercise B/W	Common	165,782	5,000	5,000	—
2002.6.12	Capital increase w/ consideration	Common	36,000,000	5,000	6,800	Capital contribution ratio: 0.0494
2002.6.30	Exercise B/W	Common	1,416,457	5,000	5,000	—
2002.9.30	Exercise B/W	Common	2,769,413	5,000	5,000	—
2002.12.31	Exercise B/W	Common	4,536	5,000	5,000	—
2003.3.31	Exercise B/W	Common	1,122	5,000	5,000	—
2003.6.30	Exercise B/W	Common	7,688,991	5,000	5,000	—
2004.6.18	Stock Exchange	Common	8,571,262	5,000	8,902	Exchange with Woori Sec shares on a 1-to-0.55 basis
2004.11.4	Exercise CB	Common	666,301	5,000	5,380	—
2004.12.2	Exercise CB	Common	7,995,613	5,000	5,380	—
2004.12.21	Exercise CB	Common	3,717,472	5,000	5,380	—
2005.2.17	Exercise CB	Common	3,481,173	5,000	5,588	—
2005.3.11	Exercise CB	Common	5,914,180	5,000	7,313	—
2005.3.11	Exercise CB	Common	164,429	5,000	7,228	—

b.	Convertible Bonds

Not applicable

4.	Total Number of Authorized Shares

a.	Total Number of Authorized Shares


As of December 31, 2013		(unit: shares)


Items	Type
Items	Common Shares	Total
Total number of shares authorized	2,400,000,000	2,400,000,000
Total number of issued stock	806,015,340	806,015,340
Treasury stock	2,000	2,000
Free float shares	806,013,340	806,013,340

b.	Treasury Stock


As of December 31, 2013		(unit: shares)

Acquisition

Method

Type of Stock

Beg.

Acquired

Disposal

Canceled

End

Remarks

Direct purchase under

Sub-section 1, section 165-2 of the Financial Investment Services and Capital Markets Act

Common

Preferred

Direct purchase other than under

Sub-section 1, section 165-2 of the Financial Investment Services and Capital Markets Act

Common

2,000

Preferred

Subtotal

Common

2,000

Preferred

Indirect acquisition from trust agreement

Common

Preferred

Total

Common

2,000

Preferred

5.	Voting Rights


As of December 31, 2013		(unit: shares)


Items		Number of stock		Notes
Total number of shares	Common Shares		806,015,340
Total number of shares	Preferred Shares
Stocks without voting rights	Common Shares
Stocks without voting rights	Preferred Shares
Stocks with limited voting rights under Korean Securities & Exchange Law	—		2,000
Stocks with voting rights restored	—
Stocks with voting rights	Common Shares		806,013,340
Stocks with voting rights	Preferred Shares

6.	Dividend Information

a.	Dividend information for the past three years


Items		2013		2012		2011
Par value per share (Won)			5,000		5,000		5,000
Net profit (Won in Millions)			-537,688		1,583,580		2,136,828
Earnings per share (Won)			-667		1,965		2,651
Total cash payout (Won in Millions)			0		201,503		201,503
Total stock dividends (Won in Millions)
Cash dividend payout ratio (%)			0		12.72		9.43
Cash dividend yield (%)	Common Shares		0		2.1		2.6
Cash dividend yield (%)	Preferred Shares
Stock dividend yield (%)	Common Shares
Stock dividend yield (%)	Preferred Shares
Cash dividend per share (Won)	Common Shares		0		250		250
Cash dividend per share (Won)	Preferred Shares
Stock dividend per share (Won)	Common Shares
Stock dividend per share (Won)	Preferred Shares

II.

Description of Business

1.	Business Overview

a.	Business Overview

(As of December 31, 2013)


Business Area	Business Scope	Subsidiary
Banking	Lending, deposit taking and related business	Woori Bank Kwangju Bank Kyongnam Bank
Financial Investment	Investment banking and investment brokerage	Woori Investment & Securities
Credit Finance	Facilities lease financing, installment financing and other lease financing	Woori Financial
Credit Finance	Credit cards, cash advance, and credit card loans	Woori Card
Insurance	Life insurance business	Woori Aviva Life Insurance
Savings Bank	Financial services for the lower-income class	Woori FG Savings Bank
Investment Banking	Merchant banking business related to lending, deposit taking, international finance, lease finance, and securities	Woori Investment Bank
Investment Banking	Acquisition and disposal of non-performing loans and corporate restructuring-related investment business	Woori F&I
Asset Management	Collective investment business and investment advisory	Woori Asset Management
IT	Financial IT system development, sales and maintenance business	Woori FIS
Private Equity	Investment advisory and private equity fund management business	Woori Private Equity
Other	Financial, economic and industry research	Woori Finance Research Institute

*	On March 20, 2014, the sale of Woori Financial Co., Ltd. was completed and it ceased to be our 1^st tier subsidiary.

2.	Overview of Operations

a.	Performance of Operations

As a financial holding company under the Financial Holding Company Act, our main income consists of dividend payments made to us by our subsidiaries. We are not involved in any other operations.

b.	Financing of Operations

(1)

Source of Funds

(unit: in millions of Won)


		2013				2012				Change
		Avg. Balance		%		Avg. Balance		%		Avg. Balance			%
Won Currency	Deposits		1,851,759		55.66		1,883,597		58.88		(31,838	)		(3.22	)
	CD		29,099		0.87		16,254		0.51		12,845			0.36
	Borrowings		231,464		6.96		242,556		7.58		(11,092	)		(0.62	)
	Call Money		26,216		0.79		31,929		1.00		(5,713	)		(0.21	)
	Others		502,885		15.12		477,072		14.91		25,813			0.21
	Sub-Total		2,641,423		79.39		2,651,408		82.88		(9,985	)		(3.49	)
Foreign Currency	Deposits		115,576		3.47		112,283		3.51		3,293			(0.04	)
	Borrowings		103,721		3.12		130,917		4.09		(27,196	)		(0.97	)
	Debentures		52,407		1.58		54,464		1.70		(2,057	)		(0.12	)
	Others		12,554		0.38		13,354		0.42		(800	)		(0.04	)
	Sub-Total		284,258		8.54		311,018		9.72		(26,760	)		(1.18	)
Others	Total Capital		233,208		7.01		226,238		7.07		6,970			(0.06	)
	Reserves		10,206		0.31		10,619		0.33		(413	)		(0.02	)
	Others		0		0.00		0		0.00		0			0.00
	Sub-Total		243,414		7.32		236,857		7.40		6,557			(0.08	)
Liabilities associated with disposal group held for sale			64,095		1.93		0		0.00		64,095			1.93
Liabilities associated with disposal group held for distribution to owners			93,765		2.82		0		0.00		93,765			2.82
Source of Funds Total			3,326,955		100.00		3,199,283		100.00		127,672			0

*	Consolidated basis.

(unit: in millions of Won)


Items	2013		2012		2011
Shareholders’ Equity		13,744,606		14,571,676		14,214,221
Capital		4,030,077		4,030,077		4,030,077
Hybrid Securities		498,407		498,407		309,010
Capital Surplus		109,026		109,026		109,026
Retained Earnings		9,108,368		9,934,180		9,766,122
Capital Adjustments		-1,272		-14		-14
Borrowings		4,237,306		3,874,928		3,888,783
Debentures		3,684,958		3,654,276		3,653,968
Bank Borrowings		—		—		—
Commercial Paper		—		—		—
Other Borrowings		—		—		—
Other Liabilities		552,348		220,652		234,815
Total		17,981,912		18,446,604		18,103,004

*	Separate basis.

*	179,933 million won of debentures in 2013, in relation with the regional bank spin-offs, were classified as disposal group held for distribution liabilities

(2)

Use of Funds

(unit: in millions of Won)


		2013						2012						Change
		Avg. Balance			%			Avg. Balance			%			Avg. Balance			%
Won Currency	Deposits		135,665			4.08			159,385			4.98			(23,720	)		(0.90	)
	Securities		523,778			15.74			575,475			17.99			(51,697	)		(2.25	)
	Loans		1,893,096			56.90			1,844,974			57.67			48,122			(0.77	)
	Call Loans		25,628			0.77			8,047			0.25			17,581			0.52
	Private placement bonds		10,613			0.32			15,376			0.48			(4,763	)		(0.16	)
	Credit Card		42,457			1.28			43,676			1.37			(1,219	)		(0.09	)
	Others		207,749			6.24			209,096			6.54			(1,347	)		(0.30	)
	Loan loss reserves		(33,784	)		(1.02	)		(34,445	)		(1.08	)		661			0.06
	Sub-Total		2,805,202			84.32			2,821,584			88.20			(16,382	)		(3.88	)
Foreign Currency	Deposits		36,011			1.08			35,257			1.10			754			(0.02	)
	Securities		11,817			0.36			10,905			0.34			912			0.02
	Loans		181,520			5.46			200,514			6.27			(18,994	)		(0.81	)
	Bills bought		49,851			1.50			54,821			1.71			(4,970	)		(0.21	)
	Others		5,730			0.17			7,342			0.23			(1,612	)		(0.06	)
	Sub-Total		284,929			8.56			308,839			9.65			(23,910	)		(1.09	)
Others	Cash		35,485			1.07			37,242			1.16			(1,757	)		(0.09	)
	Tangible Assets		30,565			0.92			31,618			0.99			(1,053	)		(0.07	)
	Others		0			0.00			0			0.00			0			0.00
	Sub-Total		66,050			1.99			68,860			2.15			(2,810	)		(0.16	)
Liabilities associated with disposal group held for sale			70,149			2.11			0			0.00			70,149			2.11
Liabilities associated with disposal group held for distribution to owners			100,625			3.02			0			0.00			100,625			3.02
Use of Funds Total			3,326,955			100.00			3,199,283			100.00			127,672			0.00

*	Consolidated basis.

(unit: in millions of Won)


Items	2013		2012		2011
Subsidiary Stock		17,739,535		17,976,325		17,825,203
Woori Bank		12,848,076		13,621,824		13,621,824
Kyongnam Bank		1,443,661		1,443,661		1,443,661
Kwangju Bank		976,291		976,291		976,291
Woori FIS		35,013		35,013		15,013
Woori F&I		206,563		206,563		206,563
Woori Investment & Securities		953,210		1,036,749		1,036,749
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		34,246		34,246		34,246
Woori Financial		238,575		238,575		207,346
Woori Aviva Life Insurance		36,317		102,946		106,053
Woori FG Savings Bank		53,730		210,000		110,000
Woori Finance Research Institute		3,000		3,000		—
Woori Card		773,748		—		—
Woori Investment Bank		69,648		—		—
Investment Securities		—		—		—
Loan Obligations		998		995		996
Tangible Assets		288		389		515
Intangible Assets		44		33		29
Cash		67,380		236,400		33,538
Other Assets		173,667		232,462		242,723
Total		17,981,912		18,446,604		18,103,004

*	Separate basis

*	21,856 million won of cash in 2013, in relation with the regional bank spin-offs, was classified as disposal group held for distribution assets

*	Woori F&I, Woori Investment & Securities, Woori Asset Management, Woori Financial, Woori Aviva Life Insurance and Woori FG Savings Bank , in relation to the investment & securities unit sales, were classified as disposal group held for sale assets.

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2013⁽¹⁾			2012⁽¹⁾			2011⁽¹⁾
Current Assets (A)		67,852			222,671			33,591
Current Liabilities (B)		10,889			33,580			11,300
Current Ratio⁽²⁾ (A/B)		623.11	%		663.11	%		297.28	%

(1)	Separate basis.

(2)	Current ratio is calculated as the ratio of (i) Won-denominated assets with maturity of less than 1 month to (ii) Won-denominated liabilities with maturity of less than 1 month.

Debt Ratio

(unit: in millions of Won)


Items	2013			2012			2011
Liabilities (A)		4,237,306			3,874,928			3,888,783
Equity (B)		13,744,539			14,571,676			14,214,221
Debt Ratio (A/B)		30.83	%		26.59	%		27.36	%

*	Separate basis.

BIS Ratio

(unit: in millions of Won)


Items	2013			2012			2011
Total Capital (A)		26,138,766			26,989,716			25,668,548
Risk weighted assets (B)		200,977,843			210,397,222			208,069,221
BIS Ratio (A/B)		13.01	%		12.83	%		12.34	%

*	2013: Basel III basis, Prior to 2013: Basel I basis.

b.	Credit Ratings for the Past Three Years

Date of Rating

Evaluated Securities

Credit
Rating

Company
(Ratings Range)

Evaluation
Category

2008.04.03

2008.06.12

2008.06.16

2008.09.12

2008.09.16

2008.12.02

2009.03.13

2009.06.30

2009.11.05

2010.05.10

2010.07.23

2010.10.28

2011.02.14

2011.03.02

2011.03.03

2011.05.12

2011.08.11

2011.10.19

2011.11.14

2012.01.30

2012.02.28

2012.06.13

2012.08.06

2012.10.17

2013.02.26

2013.07.15

2013.09.23

2013.10.18

2014.01.09

2014.02.11

Debentures

Hybrid

Debentures

Hybrid

Debentures

Debentures(Subordinate)

Debentures

AAA

AA+

AAA

KIS Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

Case evaluation

c.	30 Largest Exposures by Borrower


(As of December 31, 2013)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		24,509		24,030		48,539
Korea Finance Corporation		—		21,252		21,252
Korea Housing Finance Corporation		—		16,147		16,147
Korea Development Bank		—		15,879		15,879
Industrial Bank of Korea		35		13,307		13,342
Samsung Heavy Industries		12,173		427		12,600
Hyundai Heavy Industries		10,431		607		11,038
Small & Medium Business Corporation		5		8,837		8,842
Korea Securities Finance Corporation		65		8,664		8,729
National Federation of Fisheries Cooperatives		—		8,671		8,671
Korea Deposit Insurance Corporation		—		7,856		7,856
KB Kookmin Bank		3,354		3,598		6,952
SPP Shipbuilding		6,780		—		6,780
Samsung Electronics		6,241		515		6,757
Export-Import Bank of Korea		—		6,565		6,565
Korea BTL Infrastructure Fund		—		6,486		6,486
Hyundai Steel		5,806		127		5,934
Korea Expressway Corporation		—		5,821		5,821
Gajeul New Town Zone 4 Redevelopment Project		5,313		—		5,313
Hyosung		5,219		30		5,250
Korea Water Resources Corporation		7		5,225		5,232
Korea Railroad Corporation		390		4,836		5,226
POSCO		1,245		3,975		5,220
DSME		4,992		105		5,097
Korea Rail Network Authority		24		5,032		5,056
Hyundai Securities (MMW)		—		5,000		5,000
Korean Air		4,768		229		4,997
S-OIL		4,815		150		4,965
Daewoo International		4,853		—		4,853
SH Corporation		338		4,475		4,813
Total		101,365		177,847		279,212

*	Based on Woori Bank, Kyongnam Bank, Kwangju Bank, Woori Investment & Securities, Woori Card, Woori Financial, Woori Aviva Life Insurance, Woori FG Savings Bank and Woori Investment Bank

*	Excluding securities issued or guaranteed by the Government or the Bank of Korea

*	Corporate borrowers only

d.	20 Largest Loan Exposures Classified as Sub-Standard or Below by Borrower


(As of December 31, 2013)		(unit: in hundred millions of Won)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Shipbuilding		6,780		5,501		3,166
B	Shipbuilding		4,013		4,013		1,679
C	Wholesale & Retail		2,507		2,506		2,420
D	Construction		2,158		2,158		1,710
E	Shipbuilding		3,259		1,966		733
F	Transportation		1,316		1,316		707
G	Manufacturing		1,313		1,313		162
H	Manufacturing		1,186		1,186		6
I	Real Estate & Leasing		1,129		1,129		176
J	Shipbuilding		1,020		1,019		997
K	Real Estate & Leasing		974		974		128
L	Manufacturing		934		934		811
M	Real Estate & Leasing		750		750		354
N	Real Estate & Leasing		734		734		427
O	Real Estate & Leasing		710		710		56
P	Manufacturing		602		602		34
Q	Real Estate & Leasing		600		600		1
R	Manufacturing		581		581		1
S	Sports & Leisure		574		574		574
T	Manufacturing		555		546		123
Total			31,696		29,113		14,265

*	Based on Woori Bank, Kyongnam Bank, Kwangju Bank, Woori Investment & Securities, Woori Card, Woori Financial, Woori Aviva Life Insurance, Woori FG Savings Bank and Woori Investment Bank

*	Corporate borrowers only

e.	Recent Developments

In June 2012, Woori Finance Holdings acquired a 41.6% equity stake in Kumho Investment Bank by participating in the capital increase of Kumho Investment Bank and added the entity as a new first tier subsidiary. Woori Finance Holdings will utilize the business strengths of Kumho Investment Bank in merchant banking while streamlining its organization and improving its asset quality in order to stabilize the operations of Kumho Investment Bank.

In December 2012, Woori Finance Research Institute was established as a separate legal entity to enhance the operational efficiency of Woori Financial Group’s internal research function and to increase its research capacity. Woori Finance Research Institute will assist the sustainable growth of Woori Financial Group by serving as its “think tank” and aim to become an opinion leader in the Korean financial industry.

In April 2013, the credit card business of Woori Bank was spun off to become a wholly-owned subsidiary of Woori Finance Holdings in order to increase the competitiveness of such business.

On June 26, 2013, the Public Funds Oversight Committee of the Financial Services Commission announced the privatization plan for Woori Finance Holdings. The privatization plan provides for the segregation of the fourteen subsidiaries of Woori Finance Holdings into three groups of entities (comprising the regional bank group, the investment and securities group and the Woori Bank group), and each unit will be subject to corporate restructuring processes (including spin-offs and/or mergers) and put up for sale.

Woori Finance Holdings announced the the commencement of a sale process of its equity interest in the investment and securities group on August 16, 2013. The preferred bidders for Woori Financial and Woori F&I were selected on December 6, 2013, while the selection date for Woori Investment & Securities, Woori Asset Management, Woori Aviva Life Insurance and Woori FG Savings Bank was December 24, 2013.

On February 20, 2014, the Board of Directors of Woori Finance Holdings passed a resolution to enter into share purchase agreements with KB Financial Group for Woori Financial and Kiwoom Securities for Woori Asset Management. The sale of Woori Financial has been completed as of March 20, 2014.

KDIC, our majority shareholder, announced the commencement of a sale process for its equity interest in Kwangju Bank and Kyongnam Bank on July 15, 2013 and the spin-off of the banks was approved and ratified in the extraordinary general meeting of shareholders of Woori Finance Holdings on January 28, 2014.

For additional information regarding the spin-off plan, please see Woori Finance Holdings’ reports on Form 6-K filed with the SEC.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

(unit: in millions of Won, except per share amounts)


Items	2013 ⁽¹⁾			2012⁽¹⁾			2011			2010
Cash and Cash Equivalents		45,524			236,400			33,538			65,345
Loans and Receivables		34,454			209,199			239,215			31,131
Investments in Subsidiaries and Associates		13,763,730			17,976,325			17,825,203			17,383,228
Premises and equipment		288			389			515			593
Intangible Assets		44			33			29			35
Current Tax Assets		138,005			20,844			—			—
Deferred Tax Assets		—			2,444			2,158			1,128
Other Assets		2,207			970			2,347			127,448
Assets Held for Sale		1,555,852
Disposal Group Held for Distribution to Owneers		2,441,808
Total Assets		17,981,912			18,446,604			18,103,005			17,608,908
Borrowings		—			—			—			—
Debentures		3,505,025			3,654,276			3,653,968			3,654,844
Net Defined Benefit Liability		—			137			—			—
Current Tax Liabilities		—			165,588			201,361			124,078
Deferred Tax Liabilities		375,026			—			—			—
Other Financial Liabilities		175,813			53,448			31,796			23,889
Other Liabilities		889			1,479			1,659			1,926
Liabilities Directly Associated with Disposal Group held for Distribution To Owners		180,553			—			—
Total Liabilities		4,237,306			3,874,928			3,888,784			3,804,737
Common Stock		4,030,077			4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			498,407			309,010			—
Capital Surplus		109,026			109,026			109,026			109,025
Other Equity		(1,272	)		(1,467	)		(1,029	)		(18	)
Retained Earnings		9,108,368			9,935,633			9,767,137			9,665,087
Total Equity		13,744,606			14,571,676			14,214,221			13,804,171

Items	2013⁽¹⁾			2012⁽¹⁾			2012			2011
Net Interest Income		(162,832	)		(172,380	)		(214,309	)		(235,936	)
Net Fees Income		45,924			59,440			57,852			29,982
Dividend Income		254,081			562,272			516,008			407,130
Reversal of Impairment Loss on Credit Loss		(4,621	)		(1	)		1			843
Administrative Expenses		(42,080	)		(50,774	)		(49,792	)		(34,596	)
Operating Income		90,472			398,557			309,760			167,423
Non-Operating Expense		(309,428	)		(1,367	)		(6,310	)		(4,541	)
Income Before Income Tax		(218,956	)		397,190			303,450			162,882
Net Income		(596,363	)		397,336			304,480			164,010
Total Comprehensive Income		(596,168	)		396,898			304,480			164,010
Earnings Per Share (in Won)		-776			459			375			203

(1)	2013 amounts reflect amendments to Korean IFRS 1019 relating to employee benefits adopted by the Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2012, as applicable, have been restated accordingly.

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2013⁽¹⁾⁽²⁾		2012⁽¹⁾⁽²⁾		2011		2010
Cash and Cash Equivalents		5,477,649		5,778,390		6,417,964		4,871,109
Financial Assets at Fair Value through Profit or Loss		4,806,197		27,352,216		26,844,973		22,183,761
Available-for-Sale Financial Assets		17,085,448		18,888,923		19,698,348		21,997,884
Held-to-Maturity Financial Assets		12,038,820		18,684,801		20,036,128		19,885,559
Loans and Receivables		211,912,373		250,275,551		235,317,520		216,791,805
Investments in Jointly Controlled Entities and Associates		617,570		1,037,930		928,233		744,844
Investment Properties		340,620		491,685		498,999		643,271
Premises and equipment		2,536,441		3,185,543		3,134,472		3,097,378
Intangible Assets and goodwill		268,926		433,407		447,891		295,136
Assets Held for Sale		587		83,347		56,243		87,926
Current Tax Assets		143,101		38,667		57,512		9,568
Deferred Tax Assets		155,256		155,439		79,505		58,705
Derivative Assets		131,410		281,069		326,840		131,511
Other Assets		178,886		414,846		377,062		378,861
Disposal Group Held for Sale		34,684,805		—		—		—
Disposal Group Held for Distribution to Owners		50,312,293		—		—		—
Total Assets		340,690,382		327,101,814		314,221,690		291,177,318
Financial Liabilities at Fair Value Through Profit or Loss		2,507,248		10,985,765		9,621,546		8,838,281
Deposits		175,323,644		204,209,580		197,378,565		185,427,625
Borrowings		18,231,511		33,479,716		34,667,740		34,265,662
Debentures		21,677,674		27,959,969		29,265,833		29,110,640
Provisions		684,799		863,658		892,308		761,055
Net Defined Benefit Liability		71,602		166,296		119,704		69,949
Current Tax Liabilities		9,980		178,791		274,257		173,960
Deferred Tax Liabilities		49,105		134,481		270,033		212,534
Derivatives Liabilities		1,785		38,000		33,493		5,339
Other Financial Liabilities		19,914,947		25,544,410		19,023,665		11,648,328
Other Liabilities		411,278		508,072		570,038		399,191
Liabilities Directly Associated with Disposal Group Held for Sale		32,047,626		—		—		—
Liabilities Directly Associated with Disposal Group Held for Distribution to Owners		46,882,414		—		—		—
Total Liabilities		317,813,613		304,068,738		292,117,182		270,912,564
Equity Ownership of Controlled Entity		17,847,633		18,695,919		17,555,085		15,701,540
Capital Stock		4,030,077		4,030,077		4,030,077		4,030,077


Hybrid Securities		498,407			498,407			309,010			—
Capital Surplus		176,502			174,044			175,768			180,105
Other Equity		(35,367	)		112,013			563,074			1,002,019
Retained Earnings		13,112,690			13,881,378			12,477,156			10,489,339
Equity Related to Asset Group Held for Sale		29,820			—			—			—
Equity Related to Asset Group Held for Distribution to Owners		35,504			—			—			—
Non-Controlling Interests		5,029,136			4,337,157			4,549,423			4,563,214
Total Equity		22,876,769			23,033,076			22,104,508			20,264,754
Total Liabilities and Equity		340,690,382			327,101,814			314,221,690			291,177,318
Number of Consolidated Subsidiaries		173			166			143			148

Items	2013⁽¹⁾⁽²⁾			2012⁽¹⁾⁽²⁾			2011⁽¹⁾⁽²⁾			2010⁽¹⁾⁽²⁾
Operating Income		239,567			1,549,507			3,085,708			2,148,252
Net Interest Income		4,492,022			4,847,900			6,551,741			5,711,528
Interest Income		9,493,383			10,891,241			14,332,192			13,341,440
Interest Expense		(5,001,361	)		(6,043,341	)		(7,780,451	)		(7,629,912	)
Net fees and commissions income		926,501			1,189,350			1,908,146			1,831,561
Fees and Commissions Income		1,565,224			1,686,885			2,487,088			2,403,826
Fees and Commissions Expense		(638,723	)		(497,535	)		(578,942	)		(572,265	)
Dividend Income		87,641			101,063			203,005			200,780
Gain on Financial Instruments at Fair Value through Profit or Loss		123,900			(364,894	)		119,403			39,074
Gain on Available-for-Sale Financial Assets		(85,242	)		533,148			1,072,877			1,073,469
Gain on Held-to-Maturity Financial Assets		—			—			82			21
Impairment Losses on Credit Losses		(2,277,260	)		(1,799,029	)		(2,268,927	)		(2,872,943	)
Other Net Operating Expenses		(3,027,995	)		(2,958,031	)		(4,500,619	)		(3,835,238	)
Non-operating Income		48,100			88,413			91,665			(49,457	)
Share of Profits of Jointly Controlled Entities and Associates		(1,277	)		44,515			16,700			29,926
Other non-operating income		49,377			43,898			74,965			(79,383	)
Net Income Before Income Tax Expense		287,667			1,637,920			3,177,373			2,098,795
Income Tax Expense		35,096			356,840			(744,093	)		(498,121	)
Income of Continuing Operations		252,571			1,281,080			2,433,280			1,600,674
Income of Discontinued Operations		(966,006	)		566,599			—			—
Net Income		(713,435	)		1,847,679			2,433,280			1,600,674
Net Income Attributable to Owners		(537,688	)		1,633,341			2,136,828			1,288,856
Net Income Attributable to the Non- Controlling Interests		(175,747	)		214,338			296,452			311,818
Other Comprehensive Income		(110,347	)		(438,341	)		(385,374	)		(235,991	)
Remeasurement of the Net Defined Benefit Liability		9,217			(51,297	)		—			—
Gain (loss) on Available-for-Sale Financial Assets		(50,953	)		(349,481	)		(374,877	)		(205,332	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates		(6,375	)		56,855			(37,602	)		(20,546	)
Gain (loss) on Overseas Business Translation		(59,824	)		(107,509	)		24,591			(18,826	)
Gain on Valuation of Cashflow Hedge		(2,412	)		13,091			2,514			8,713
Total Comprehensive Income		(823,782	)		1,409,338			2,047,906			1,364,683
Comprehensive Income Attributed to Owners		(623,695	)		1,176,805			1,729,658			1,051,725
Comprehensive Income Attributed to the Non-Controlling Interests		(200,087	)		232,533			318,248			312,958
Earnings from Continuing and Discontinued Operations Per Share (in Won)		(704	)		1,993			2,649			1,599
Earnings from Continuing Operations Per Share (in Won)		165			1,411			2,649			1,599

(1)

2013 amounts reflect amendments to Korean IFRS 1110 (scope of consolidation) and Korean IFRS 1019 (employee benefits) adopted by the Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2012, as applicable, have been restated accordingly. In connection with the currently pending privatization process of Woori Finance Holdings Co., Ltd. and its subsidiaries by the Korean Government, operations of the regional bank subsidiaries of Woori Finance Holdings Co., Ltd. (consisting of Kwangju Bank and Kyongnam Bank) and certain other subsidiaries (consisting of Woori Investment & Securities, Woori Financial, Woori F&I, Woori Aviva Life Insurance, Woori FG Savings Bank and Woori Asset Management) have been classified as discontinued operations.

(2)	The Company has reclassified certain items.

•

Beginning in 2013 the Company has reclassified certain credit card commissions from interest income to fees income Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2010, 2011, 2012 and 2013, as applicable, have been restated accordingly.

•

Beginning with the period ended September 30, 2013, the Company has reclassified special reserves for principal guaranteed trusts from a liability item under other financial liabilities to an equity item under retained earnings Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2012, as applicable, have been restated accordingly.

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2013	2012	2011
Auditor	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC
Auditor’s Opinion	(1)	Unqualified Opinion	Unqualified Opinion

(1)

In its audit report attached to this report, Deloitte Anjin LLC has stated that nothing has come to their attention that causes them to believe that the accompanying consolidated and separate financial statements of the Company as of December 31, 2012 and December 31, 2013 do not present fairly in all material respects, in accordance with Korean IFRS.

2.	Compensation to the Independent Auditor for the Past Three Years

a.	Auditing Service

(units: in millions of Won, hours)


Year	Auditor	Activity	Compensation⁽¹⁾		Accrued Time (hrs)
2013	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		454		11,327
2012	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		440		8,848
2011	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		426		9,409

(1)	On an annual basis.

b.	Compensation for Services Other than the Audit

(unit: in millions of Won)


Year	Contract Date	Activity	Period		Comp.	Note
2013	2013.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2013.07~2014.04 2013.07~2013.08 2014.02~2014.04	1,405 36		—
2013	2013.10.28	Spin-off related financial statement review		2013.10~2013.10	40
2012	2012.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2012.07~2013.04 2012.07~2012.08 2013.02~2013.03	1,358 35		—
2011	2011.06.27 2011.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2011.07~2012.04 2011.07~2011.08 2012.02~2012.03	1,266 35		—

V.	Corporate Governance and Affiliated Companies

1.	About the Board of Directors

Composition of our board of directors

From the general shareholders’ meeting on March 22, 2013 until June 13, 2013


Name	Career & Academic Background	Relationship with Largest Shareholder	Notes
Pal Seung Lee (Standing Director)	- Current) Chairman and chief executive officer of Woori Finance Holdings - Chief executive officer, Woori Securities - Executive managing director, Hanil Bank - Bachelor of Law, Korea University	None	Chairman of the board

Yong-Man Rhee (Non-Standing Director)	- Current) Committee Member, National Elders Committee - Minister, Ministry of Finance and Economy - Governor, Bank Supervisory Service - Graduate School of Public Administration, Seoul National University	None	First appointment: March 2011

Young-Soo Park (Non-standing Director)	- Current) Representative Attorney, Law Firm Gangnam - Chief Prosecutor, Seoul High Prosecutors’ Office - Chief Prosecutor, Central Investigation Department, Supreme Prosecutors’ Office - Bachelor of Liberal Arts and Sciences, Seoul National University	None	First appointment: March 2013

Doo-Hee Lee (Non-standing Director)	- Current) Professor of College of Business Administration, Korea University - President, Asia-Pacific Association for International Education - Ph.D. in Business Administration, Michigan State University - Bachelor of Business Administration, Korea University	None	First appointment: March 2009

Hee-Yul Chai (Non-standing Director)	- Current) Professor of Economics, Kyonggi University - Non-standing Director, Financial Services Commission - Ph.D. in Economics, University of Paris X - Bachelor of Economics, Seoul National University	None	First appointment: March 2013

Hun Lee (Non-standing Director)	- Current) Co-Head, The Lawyers for Citizens - Attorney, HongIk Law Firm - Attorney, Barun Law - Bachelor of Law, Chung-Ang University	None	First appointment: March 2009

Hyung-Goo Lee (Non-standing Director)	- Current) Director, Savings Bank Support Department, Korea Deposit Insurance Corporation - Employed at Cho-Hung Bank - Bachelor of Law, Daegu University	Employee of the largest shareholder	First appointment: March 2012

John Ji Whan Park (Non-standing Director)	- Current) Representative Director, Asia Evolution - Director, AT&T Network System - Director, Goldman Sachs - Bachelor of Arts (Economics), Brown University - Master of Business Administration, Harvard University	None	First appointment: March 2011

From the extraordinary shareholders’ meeting on June 14, 2013 until March 20, 2014


Name	Career & Academic Background	Relationship with Largest Shareholder	Notes
Soon-Woo Lee (Standing Director)	- Current) Chairman & Chief executive officer of Woori Finance Holdings & Woori Bank - Deputy President & Director, Woori Bank - Executive Vice President & Director, Woori Bank - Bachelor of Law, Sungkyunkwan University	None		—

Yong-Man Rhee (Non-Standing Director)	- Current) Committee Member, National Elders Committee - Minister, Ministry of Finance and Economy - Governor, Bank Supervisory Service - Graduate School of Public Administration, Seoul National University	None		First appointment: March 2013 Chairman of the Board

Young-Soo Park (Non-standing Director)	- Current) Representative Attorney, Law Firm Gangnam - Chief Prosecutor, Seoul High Prosecutors’ Office - Chief Prosecutor, Central Investigation Department, Supreme Prosecutors’ Office - Bachelor of Liberal Arts and Sciences, Seoul National University	None		First appointment: March 2013

Doo-Hee Lee (Non-standing Director)	- Current) Dean & Professor of College of Business Administration, Korea University - President, Asia-Pacific Association for International Education - Ph.D. in Business Administration, Michigan State University - Bachelor of Business Administration, Korea University	None		First appointment: March 2009

Hee-Yul Chai (Non-standing Director)	- Current) Professor of Economics, Kyonggi University - Non-standing Director, Financial Services Commission - Ph.D. in Economics, University of Paris X - Bachelor of Economics, Seoul National University	None		First appointment: March 2013

Hun Lee (Non-standing Director)	- Current) Co-Head, The Lawyers for Citizens Attorney, HongIk Law Firm - Attorney, Barun Law - Bachelor of Law, Chung-Ang University	None		First appointment: March 2009

Hyung-Goo Lee (Non-standing Director)	- Current) Director, Savings Bank Support Department, Korea Deposit Insurance Corporation - Employed at Cho-Hung Bank - Bachelor of Law, Daegu University	Employee of the largest shareholder		First appointment: March 2012

John Ji Whan Park (Non-standing Director)	- Current) Representative Director, Asia Evolution - Director, AT&T Network System - Bachelor of Arts (Economics), Brown University - Master of Business Administration, Harvard University	None		First appointment: March 2011

After the general shareholders’ meeting on March 21, 2014


Name	Career & Academic Background	Relationship with Largest Shareholder	Notes
Soon-Woo Lee (Standing Director)	- Current) Chairman & Chief executive officer of Woori Finance Holdings & Woori Bank - Deputy President & Director, Woori Bank - Executive Vice President & Director, Woori Bank - Bachelor of Law, Sungkyunkwan University	None		—

Young-Soo Park (Non-standing Director)	- Current) Representative Attorney, Law Firm Gangnam - Chief Prosecutor, Seoul High Prosecutors’ Office - Chief Prosecutor, Central Investigation Department, Supreme Prosecutors’ Office - Bachelor of Liberal Arts and Sciences, Seoul National University	None		First appointment: March 2013 Chairman of the Board

Sang-Keun Oh (Non-standing Director)	- Current) Professor, Economics, Dong-A University - Director, The Korean Economic Association - Ph.D. in Economics, University of Wisconsin-Madison - BA, Economics, SungKyunKwan University	None		First appointment: March 2014

Hee-Yul Chai (Non-standing Director)	- Current) Professor of Economics, Kyonggi University - Non-standing Director, Financial Services Commission - Ph.D. in Economics, University of Paris X - Bachelor of Economics, Seoul National University	None		First appointment: March 2013

Kang-Shik Choi (Non-standing Director)	- Current) Professor, Economics, Yonsei University Dean, University College, Yonsei University - Ph.D. in Economics, Yale University - BA, Economics, Yonsei University	None		First appointment: March 2014

Seong-Yeal Lim (Non-standing Director)	- Current) Director, Planning & Coordination Dept., Korea Deposit Insurance Corporation - Director, Risk Management Dept., Kore Deposit Insurance Corporation - MPA, Seoul National University - BA, Economics, Seoul National University	Employee of the largest shareholder		First appointment: March 2014

Min Chang (Non-standing Director)	- Current) Director, Research Coordination Division, Korea Institute of Finance - Advisor to the Chairman, Financial Services Commission - Ph.D. in Economics, Michigan State University - BA, Economics, Seoul National University	None		First appointment: March 2014

Committees under the Board of Directors

We currently have the following management committees serving under the board of directors:

(a)

Management Committee

(b)

Business Development and Compensation Committee

(c)

Risk Management Committee

(d)

Standing Directors Committee

(e)

Ethics Committee

(f)

Outside Directors Recommendation Committee

(g)

MOU Evaluation Committee

(h)

Audit Committee

(i)

Audit Committee Member Candidate Recommendation Committee

From the general shareholders’ meeting on March 22, 2013 until June 13, 2013


Name	Position	Notes
Management Committee	Pal Seung Lee Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hun Lee	Chairman and CEO Pal Seung Lee heads this committee consisting of the heads of the committees under the Board of Directors.

Business Development and Compensation Committee	Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee	Non-standing director Young-Soo Park heads this committee consisting of no fewer than three non-standing directors.

Risk Management Committee	Pal Seung Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Hun Lee heads this committee consisting of the Chairman and CEO, no fewer than one standing director and no fewer than three non-standing directors.

Standing Directors Committee	Pal Seung Lee	Chairman and CEO Pal Seung Lee heads the committee consisting of all standing directors.

Ethics Committee	Pal Seung Lee Yong-Man Rhee Hee-Yul Chai Hyung-Goo Lee John Ji Whan Park	Non-standing director Yong-Man Rhee heads this committee consisting of all standing directors and no fewer than two non-standing directors.

Outside Directors Recommendation Committee	Pal Seung Lee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hyung-Goo Lee John Ji Whan Park	Non-standing director Young-Soo Park heads this committee consisting of the Chairman and CEO and no fewer than three non-standing directors.

MOU Evaluation Committee	Pal Seung Lee Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman and CEO Pal Seung Lee heads this committee consisting of the entire board of directors.

Audit Committee	Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hun Lee Hyung-Goo Lee	Consists of no fewer than three directors (including at least one financial expert, at least two-thirds of whom are non-standing directors.

Audit Committee Member Candidate Recommendation Committee	Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Young-Soo Park heads this committee consisting of all non-standing directors.

From the extraordinary shareholders’ meeting on June 14, 2013 until March 20,2014


Name	Position	Notes
Management Committee	Soon-Woo Lee Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hun Lee	Chairman & CEO Soon-Woo Lee heads this committee consisting of the heads of the committees under the Board of Directors.

Business Development and Compensation Committee	Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee	Non-standing director Young-Soo Park heads this committee consisting of no fewer than three non-standing directors.

Risk Management Committee	Soon-Woo Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Hun Lee heads this committee consisting of the Chairman and CEO, no fewer than one standing director and no fewer than three non-standing directors.

Standing Directors Committee	Soon-Woo Lee	Chairman & CEO Soon-Woo Lee heads the committee consisting of all standing directors.

Ethics Committee	Soon-Woo Lee Yong-Man Rhee Hee-Yul Chai Hyung-Goo Lee John Ji Whan Park	Non-standing director Yong-Man Rhee heads this committee consisting of all standing directors and no fewer than two non-standing directors.

Outside Directors Recommendation Committee	Soon-Woo Lee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hyung-Goo Lee John Ji Whan Park	Non-standing director Young-Soo Park heads this committee consisting of the Chairman and CEO and no fewer than three non-standing directors.

MOU Evaluation Committee	Soon-Woo Lee Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman & CEO Soon-Woo Lee heads this committee consisting of the entire board of directors.

Audit Committee	Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hun Lee Hyung-Goo Lee	Consists of no fewer than three directors (including at least one financial expert, at least two-thirds of whom are non-standing directors.

Audit Committee Member Candidate Recommendation Committee	Yong-Man Rhee Young-Soo Park Doo-Hee Lee Hee-Yul Chai Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Young-Soo Park heads this committee consisting of all non-standing directors.

After the general shareholders’ meeting on March 21, 2014


Name	Position	Notes
Management Committee	Soon-Woo Lee Young-Soo Park Sang-Keun Oh Hee-Yul Chai Kang-Shik Choi	Chairman & CEO Soon-Woo Lee heads this committee consisting of the heads of the committees under the Board of Directors.

Business Development and Compensation Committee	Young-Soo Park Sang-Keun Oh Hee-Yul Chai Kang-Shik Choi	Non-standing director Kang-Shik Choi heads this committee consisting of no fewer than three non-standing directors.

Risk Management Committee	Soon-Woo Lee Hee-Yul Chai Kang-Shik Choi Seong-Yeal Lim Min Chang	Non-standing director Hee-Yul Chai heads this committee consisting of the Chairman and CEO, no fewer than one standing director and no fewer than three non-standing directors.

Standing Directors Committee	Soon-Woo Lee	Chairman & CEO Soon-Woo Lee heads the committee consisting of all standing directors.

Ethics Committee	Soon-Woo Lee Hee-Yul Chai Seong-Yeal Lim Min Chang	Non-standing director Hee-Yul Chai heads this committee consisting of all standing directors and no fewer than two non-standing directors.

Outside Directors Recommendation Committee	Soon-Woo Lee Young-Soo Park Sang-Keun Oh Kang-Shik Choi Seong-Yeal Lim Min Chang	Non-standing director Sang-Keun Oh heads this committee consisting of the Chairman and CEO and no fewer than three non-standing directors.

MOU Evaluation Committee	Soon-Woo Lee Young-Soo Park Sang-Keun Oh Hee-Yul Chai Kang-Shik Choi Seong-Yeal Lim Min Chang	Chairman & CEO Soon-Woo Lee heads this committee consisting of the entire board of directors.

Audit Committee	Young-Soo Park Sang-Keun Oh Hee-Yul Chai Kang-Shik Choi Seong-Yeal Lim Min Chang	Consists of no fewer than three directors (including at least one financial expert, at least two-thirds of whom are non-standing directors.

Audit Committee Member Candidate Recommendation Committee	Young-Soo Park Sang-Keun Oh Hee-Yul Chai Kang-Shik Choi Seong-Yeal Lim Min Chang	Non-standing director Sang-Keun Oh heads this committee consisting of all non-standing directors.

2.	Related Companies

LOGO

3.	Investments in Other Companies


As of December 31, 2013		(units: thousands of shares, millions of Won, %)


Name	Beginning Balance						Changes						Ending Balance						Total Assets as of the Most Recent Fiscal Year		Net Income for the Most Recent Fiscal Year
Name	Quantity		Share		Book value		Quantity		Cost		Valuation Gain/ Loss		Quantity		Share		Book value		Total Assets as of the Most Recent Fiscal Year		Net Income for the Most Recent Fiscal Year
Woori Bank		765,957		100.0		13,621,824		-169,266		-773,748		—		596,691		100.0		12,848,076		249,984,771		465,266
Kwangju Bank		49,413		100.0		976,291		—		—		—		49,413		100.0		976,291		18,872,972		61,030
Kyongnam Bank		58,050		100.0		1,443,662		—		—		—		58,050		100.0		1,443,661		31,714,227		130,181
Woori FIS		4,900		100.0		35,013		—		—		—		4,900		100.0		35,013		332,223		-2,054
Woori F&I		14,000		100.0		206,563		—		—		—		14,000		100.0		206,563		1,641,240		49,115
Woori Investment & Securities		75,426		37.9		1,036,749		—		—		-83,539		75,426		37.9		953,210		29,985,901		16,034
Woori Asset Management		6,662		100.0		67,456		—		—		—		6,662		100.0		67,456		85,169		3,498
Woori Private Equity		6,000		100.0		34,246		—		—		—		6,000		100.0		34,246		89,945		1,776
Woori Financial		11,181		52.0		238,575		—		—		—		11,181		52.0		238,575		3,939,851		54,143
Woori Aviva Life Insurance		7,601		51.6		102,946		—		—		-66,628		7,601		51.6		36,317		4,465,602		31
Woori FG Savings Bank		10,320		100.0		210,000		—		—		-156,270		10,320		100.0		53,730		957,748		-27,346
Woori Finance Research Institute		600		100.0		3,000		—		—		—		600		100.0		3,000		3,739		610
Woori Card		—		—		—		169,266		773,748		—		169,266		100.0		773,748		4,679,202		47,998
Woori Investment Bank		—		—		—		139,295		69,648		—		139,295		41.6		69,648		1,158,365		-37,303
Total		1,010,110		—		17,976,325		139,295		69,648		-306,437		1,149,405				17,739,535		347,910,955		762,979

1.	The changes in quantity and cost are calculated based on increases and decreases due to acquisition (or disposal) and valuation gain or loss under the acquisition cost method.

2.	The figures for the total assets and the net income for the most recent fiscal year are generally calculated on a consolidated basis in accordance with Korean IFRS and reflects applicable amendments to the K-IFRS that were declared effective as of January 1, 2013.

The amounts for Woori Investment Bank are for the fiscal year ended March 31, 2013 in accordance with Korean IFRS. The amounts for Woori FG Savings Bank are for the fiscal year ended June 30, 2013 in accordance with the generally accepted accounting principles in Korea for non-consolidated financial statements.

Recognized impairment loss of 306,437 million won on the subsidiaries under the sales process are based on the lesser amount of net fair value or book value. Net fair value was calculated after deducting the related costs from the final contract amount or the final bidding amount of the preferred bidder.

*	Woori Financial Co., Ltd. was disaffiliated from Woori Finance Holdings Co., Ltd. on March 20, 2014

VI.

Stock Information

1.	Stock Distribution

a.	Stock Information of the Largest Shareholder and Specially Related Parties


As of December 31, 2013		(units: shares, %)


Name	Relation		Type	Shares Held												Reasons Behind Change
				Beginning balance				(+)		(-)		Ending balance
				Stock		Share						Stock		Share
KDIC		Largest S/H	Common		459,198,609		56.97		—		—		459,198,609		56.97
			Common		459,198,609		56.97		—		—		459,198,609		56.97
Total			Others		—		—		—		—		—		—
			Total		459,198,609		56,97		—		—		459,198,609		56.97

Largest Shareholder: KDIC

b.	Share Ownership of More Than 5%


As of December 31, 2013		(units: shares, %)


No.	Name	Stock				Notes
No.	Name	No. of shares		%		Notes
1	KDIC		459,198,609		56.97
2	National Pension Fund		63,827,241		7.92

c.	Minority Shareholders

As of December 31, 2013


Items	Shareholder number		Ratio(%)			Number of shares		Ratio(%)
Minority Shareholders		51,339		99.98	%		298,886,286		37.07	%

2.	Stock Price and Stock Market Performance for the Past Six Months

a.	Domestic Stock Market

(units: Won, shares)


Period		July 2013		August 2013		September 2013		October 2013		November 2013		December 2013
Common Stock	High		11,800		11,550		12,650		13,500		12,850		13,300
	Low		10,500		10,600		11,150		12,000		11,750		11,950
	Average		11,187		11,169		12,117		12,736		12,386		12,553
Monthly Trade Volume	High		4,520,786		2,958,524		3,027,118		3,291,918		3,087,572		2,781,143
	Low		567,111		549,614		782,091		731,770		798,783		570,390
	Average		34,928,978		34,193,233		27,253,134		33,124,811		30,658,917		24,428,654

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		July 2013		August 2013		September 2013		October 2013		November 2013		December 2013
ADR	High		31.29		31.18		35.51		38.09		36.00		38.33
	Low		27.51		28.08		30.44		33.51		33.17		33.91
	Average		29.77		29.92		33.69		35.70		34.81		35.68
Won Con-version	High		34,998		34,965		38,429		40,543		38,171		40,450
	Low		31,166		31,332		33,609		35,872		35,588		35,694
	Average		33,555		33,425		36,634		38,081		36,996		37,701
Monthly Trade Volume	High		160,900		259,900		16,100		15,100		22,100		17,400
	Low		4,200		2,300		1,600		700		1,100		400
	Monthly Total		442,600		852,200		150,100		113,700		133,000		109,000

VII.

Directors and Employee Information

1.	Directors

As of December 31, 2013


Position		Name	Common Stock Owned	Expiration of Term
Chairman & CEO	Registered	Soon-Woo Lee	14,300	December 30, 2014
Executive Vice President	Non-Registered	Seung-Gyu Kim	—	December 30, 2014
Executive Vice President	Non-Registered	Hwayoung Jung	—	December 30, 2014
Managing Director	Non-Registered	Seungrock Kim	—	December 30, 2014
Managing Director	Non-Registered	Nam Hee Lee	—	December 30, 2014
Non-standing Director	Registered	Yong-Man Rhee	—	March 21, 2014
Non-standing Director	Registered	Young-Soo Park	—	March 21, 2015
Non-standing Director	Registered	Doo-Hee Lee	—	March 21, 2014
Non-standing Director	Registered	Hee-Yul Chai	—	March 21, 2015
Non-standing Director	Registered	Hyung-Goo Lee	—	March 29, 2014
Non-standing Director	Registered	Hun Lee	—	March 21, 2014
Non-standing Director	Registered	John Ji Whan Park	—	March 21, 2014

As of March 21, 2014


Position		Name	Common Stock Owned	Expiration of Term
Chairman & CEO	Registered	Soon-Woo Lee	14,300	December 30, 2014
Executive Vice President	Non-Registered	Seung-Gyu Kim	—	December 30, 2014
Executive Vice President	Non-Registered	Hwayoung Jung	—	December 30, 2014
Managing Director	Non-Registered	Seungrock Kim	—	December 30, 2014
Managing Director	Non-Registered	Nam Hee Lee	—	December 30, 2014
Non-standing Director	Registered	Young-Soo Park	—	March 21, 2015
Non-standing Director	Registered	Sang-Geun Oh	—	March 20, 2015
Non-standing Director	Registered	Hee-Yul Chai	—	March 21, 2015
Non-standing Director	Registered	Kang-Shik Choi	—	March 20, 2015
Non-standing Director	Registered	Seong-Yeal Lim	—	March 20, 2015
Non-standing Director	Registered	Min Chang	—	March 20, 2015

2.	Employee Status


As of December 31, 2013		(units: persons, thousands of Won)

Staff

Average
Tenure
Years

Cumulative
Compensation

Average
Compensation
Per Person

Note

Regular

Contract

Others

Total

—

3 years and
7 months

7,234

*	Excluding three non-registered acting managing directors.

3.	Directors’ Compensation

(unit: in millions of Won)


Items	Total Compensation		Number of Persons		Average Compensation Per Director		Note
Standing Director		1,569		1		1,569
Non-standing Directors		112		2		56	Excluding audit committee members
Audit Committee Members		272		5		54	No compensation was provided to one of the members of the Audit Committee

*	Cumulative basis from January 1 to December 31, 2013

VIII.

Related Party Transactions

1.	Transactions with Affiliated Parties

a.	Transactions of Provisional Payments and Loans (including secured loans)


*As of December 31, 2014		(unit: in millions of Won)

Name

Relation

Item

Date

Maturity

Rate

Changes

Beg.

End

Woori Financial

Subsidiary

Other Loan

2008.12.26

2014.10.19

4.04%

1,000

Total

1,000

*	The above loan was fully repaid on March 20, 2014

b.	Payment Transactions


*As of December 31, 2014		(unit: shares)


Name	Relation		Capital Contribution and Share Disposal
			Types of Shares	Transactions									Notes
			Types of Shares	Beginning		Increase		Decrease			Ending		Notes
Woori Bank		Subsidiary	Common stock		695,956,580		—		(99,266,200	)		596,690,380
Woori Bank		Subsidiary	Preferred Stock		70,000,000		—		(70,000,000	)		—
Kwangju Bank		Subsidiary	Common stock		49,413,851		—		—			49,413,851
Kyongnam Bank		Subsidiary	Common stock		58,050,037		—		—			58,050,037
Woori FIS		Subsidiary	Common Stock		4,900,000		—		—			4,900,000
Woori F&I		Subsidiary	Common Stock		14,000,000		—		—			14,000,000
Woori Investment & Securities		Subsidiary	Common Stock		75,426,214		—		—			75,426,214
Woori Asset Management		Subsidiary	Common Stock		6,662,000		—		—			6,662,000
Woori Private Equity		Subsidiary	Common Stock		6,000,000		—		—			6,000,000
Woori Financial		Subsidiary	Common Stock		11,180,630		—		—			11,180,630
Woori Aviva Life Insurance		Subsidiary	Common Stock		7,601,091		—		—			7,601,091
Woori FG Savings Bank		Subsidiary	Common Stock		10,320,000		—		—			10,320,000
Woori Finance Research Institute		Subsidiary	Common Stock		600,000		—		—			600,000
Woori Card		Subsidiary	Common Stock		—		169,266,200		—			169,266,200
Woori Investment Bank		Subsidiary	Common Stock		—		139,295,015		—			139,295,015
Total					1,010,110,403		—		—			1,149,405,418

*	All equity interest in Woori Financial Co., Ltd. was sold on March 20, 2014

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.


	Woori Finance Holdings Co., Ltd.
	(Registrant)

Date: March 31, 2014	By: /s/ Seung-Gyu Kim
	(Signature)
	Name:	Seung-Gyu Kim
	Title:	Executive Vice President