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 May 2012

Woori Finance Holdings Co., Ltd.

(Translation of Registrant’s name into English)

203, Hoehyon-dong, 1-ga, Chung-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.

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

Yes ¨ No x

Index

1. Summary of 2012 1Q Business Report

2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Review Reports for 2012 1Q

Summary of 2012 1Q Business Report


I. COMPANY OVERVIEW			5

1. Purpose of the Company			5

2. History of the Company			6

3. Capital Structure			15

4. Total Number of Authorized Shares			16

5. Voting Rights			17

6. Dividend Information			17

II. DESCRIPTION OF BUSINESS			18

1. Business Overview			18

2. Overview of Operations			19

3. Other Information Relevant to Investment Decisions			21

III. FINANCIAL INFORMATION			25

1. Condensed Financial Statements (Separate)			25

2. Condensed Financial Statements (Consolidated)			26

IV. INDEPENDENT AUDITOR’S OPINION			28

1. Independent Auditor’s Opinion			28

2. Compensation to the Independent Auditor for the Past Three Years			28

V. CORPORATE GOVERNANCE AND AFFILIATED COMPANIES			29

1. About the Board of Directors			29

2. Related Companies			31

3. Investments in Other Companies			32

VI. STOCK INFORMATION			33

1. Stock Distribution			33

2. Stock Price and Stock Market Performance for the Past Six Months			34



VII. DIRECTORS AND EMPLOYEE INFORMATION			35

1. Directors			35

2. Employee Status			35

3. Directors’ Compensation			35

VIII. RELATED PARTY TRANSACTIONS			36

1. Transactions with Affiliated Parties			36

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 Asset Management: asset management business.

(5)

Woori Financial: consumer finance business.

(6)

Woori FIS: finance-related IT services.

(7)

Woori F&I: securitization business.

(8)

Woori Private Equity: private equity business.

(9)

Woori FG Savings Bank: consumer savings banking business.

2.	History of the Company

a.	Company History

(1)

Background: Major developments.


March 30, 2004		Appointment of new management

March 31, 2004		Woori Card merged into Woori Bank

June 18, 2004		Woori Securities becomes 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 becomes a wholly-owned subsidiary through capital reduction and cancellation

October 21, 2005		Woori Private Equity is 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. is incorporated as a wholly-owned subsidiary

October 5, 2011		Kwangju Bank and Kyongnam Bank become 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%

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 March 31, 2012


Type	Name of Company	Controlling Company	Notes
Holding Company	Woori Finance Holdings	Korea Deposit Insurance Corporation	1 company
	Woori Bank
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	Woori Aviva Life Insurance
1^stTier Subsidiaries	Woori Asset Management	Woori Finance	11 companies
	Woori Financial	Holdings
	Woori FG Savings Bank
	Woori FIS (formerly Woori Finance Information System)
	Woori F & I
	Woori Private Equity
	Woori Credit Information
	Woori America Bank
	P.T. Bank Woori Indonesia
	Korea BTL Infrastructure Fund	Woori Bank
	Woori Global Markets Asia Ltd.
	Woori Bank (China) Limited
	ZAO Woori Bank
	Woori Fund Service
	Woori AMC
	Woori F&I Seventh Asset Securitization Specialty Co., Ltd.
	Woori F&I Eighth Asset Securitization Specialty Co., Ltd.
	Woori SB Tenth Asset Management
2^nd Tier Subsidiaries	Woori F&I Tenth Asset Securitization Specialty Co., Ltd.		57 companies
	Woori F&I Eleventh 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
	Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd.
	Woori EA Third Asset Securitization Specialty Co., Ltd.
	Woori EA Fourth Asset Securitization Specialty Co., Ltd.
	Woori EA Fifth Asset Securitization Specialty Co., Ltd.
	WR Creditors Co., Ltd.


Type	Name of Company	Controlling Company	Notes
	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.
	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 Private Equity
	Woori Futures
	Woori Investment & Securities International Ltd.
	Woori Investment & Securities (HK) Ltd.
	Woori Investment & Securities America Inc.
	Mars Private Equity Fund No. 1
	Mars Private Equity Fund No.2
	Woori Investment Asia Pte. Ltd.
	Mars Private Equity Fund No.3
	Mars Private Equity Fund No.4	Woori Investment
	Woori Absolute Partners PTE, Ltd.	& Securities
	Woori Absolute Global Opportunity Fund
	Woori Korindo Securities Indonesia
	LG Investment Holdings B.V. GG
	Connacht Capital Market Investment Ltd.
	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)

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

*	On May 23, 2007, Woori F&I Fifth Asset Securitization Specialty Co., Ltd. was included as our 2^nd tier subsidiary. Woori F&I Co., Ltd. owns 100% of its equity.

*	On September 14, 2007, Hanmi Capital was included as our 1^st tier subsidiary to strengthen our non-banking business (Hanmi Capital was renamed Woori Financial as of October 26, 2007).

*	On September 20, 2007, Woori Investment Asia Pte. Ltd. was included as our 2^nd tier subsidiary. Woori Investment & Securities owns a 100% stake in Woori Investment Asia Pte. Ltd.

*	On October 26, 2007, Woori Bank (China) Limited was included as our 2^nd tier subsidiary. Woori Bank owns a 100% stake in Woori Bank (China) Limited.

*	On November 22, 2007, ZAO Woori Bank was included as our 2^nd tier subsidiary. Woori Bank owns a 100% stake in ZAO Woori Bank, excluding one ZAO Woori Bank share which is owned by a related party of Woori Bank in order to comply with Russian regulations on single shareholder limitations.

*	On December 12, 2007, Woori F&I Sixth Asset Securitization Specialty Co., Ltd. and Woori F&I Seventh Asset Securitization Specialty Co., Ltd. were included as our 2nd tier subsidiaries. Woori F&I Co., Ltd. owns a 100% stake in each of these two subsidiaries.

*	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.

c.	Consolidated Subsidiaries


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori Bank	Banking		237,991,539
Kwangju Bank	Banking		17,683,978
Kyongnam Bank	Banking		25,353,402
Woori Investment & Securities	Securities		20,927,271
Woori Asset Management	Collective Investment		80,020
Woori Financial	Other Financial		3,161,794
Woori FIS (former Woori Finance Information System)	Financial Information Technology		264,215
Woori F&I	Other Financial		1,159,311
Woori Private Equity	Other Financial		39,188
Woori FG Savings Bank	Banking		603,400
TY Second Asset Securitization Specialty	Other Financial		211,408
Woori Heritage Long Short Private Equity Investment Trust No.1	Other Financial		10,114
Woori Credit Information	Debt Collection and Credit Rating		30,148
Woori America Bank	Banking		1,102,653
P.T. Bank Woori Indonesia	Banking		643,915
Woori Global Markets Asia Ltd.	Banking		189,541
Woori Bank (China) Limited	Banking		2,995,451
ZAO Woori Bank	Banking		350,235
Korea BTL Infrastructure Fund	Other Financial		473,983
Woori Fund Service Co., Ltd.	Other Financial		2,719
Kumho Trust 1st Co., Ltd.	Other Financial		81,289
Woori IB Global Bond Co., Ltd	Other Financial		214,763
Connsus Eighth Co., Ltd.	Other Financial		9
Asiana Saigon Co., Ltd.	Other Financial		52,618
An-Dong Raja 1st Co., Ltd.	Other Financial		13,482
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd	Other Financial		152,270
IB Global 1st Inc.	Other Financial		70,326
Real DW Second Co., Ltd.	Other Financial		121,995
Hermes STX Co., Ltd.	Other Financial		30,690
BWL First Co., LLC	Other Financial		80,078
Woori Poongsan Co., Ltd	Other Financial		34,720
Ocean Sand Co., Ltd.	Other Financial		44,470
Heoreum Short-Term 15 ^th	Other Financial		57
G5 Pro Short-Term 13^th	Other Financial		657
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
Golden Bridge Sidus FNH Video	Other Financial		2,868
Golden Bridge NHN Online Private Equity Investment	Other Financial		21,686
Woori CS Ocean Bridge 7 ^th	Other Financial		126
Woori Milestone Private Real Estate Fund 1^st	Other Financial		7,292
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		52,553
Woori Partner Plus Private Equity Securities 4^th	Other Financial		400,319
Yuri WB Private Equity Securities Investment Trust 3^rd	Other Financial		51,504
KDB Private Equity Investment Trust WB-2	Other Financial		52,560
Samsung Plus Private Equity Investment Trust No.13	Other Financial		51,552
Hanhwa Smart Private Equity Trust No.43	Other Financial		61,544


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Eugene Pride Private Equity Securities Investment Trust 21^st (Bond)	Other Financial		51,183
Meritz Prime Private Equity Trust No.42(Bond)	Other Financial		50,919
Woori Partner Plus Private Equity Securities 8^th	Other Financial		101,877
Woori Partner Plus Equity Securities 9^th	Other Financial		323,100
Woori Frontier Alpha Quant Private Equity 8^th	Other Financial		23,786
Kyobo Axa Long Short Private Equity Investment Trust 2^nd	Other Financial		21,739
Consus Private Equity Securities Investment Trust 54^th	Other Financial		20,355
Hanwha Quant Long Short Private Equity 3^rd	Other Financial		20,067
Hyundai Advantage Private Equity 14^th	Other Financial		20,384
Mirae Asset Maps Blue Chip Private Equity 2^nd	Other Financial		19,895
Hanwha Smart Private Equity Trust No. 50 (Bond)	Other Financial		50,045
Samsung Plus Private Equity Investment Trust 20^th	Other Financial		—
Dongbu Premium Private Equity Investment Trust 7^th	Other Financial		—
Woori Partner Plus Private Equity Securities 10^th	Other Financial		—
Shinhan BNP Corporate Private Equity Trust 10^th	Other Financial		—
KDB Private Equity Securities Investment Trust WB-3^rd (Bond)	Other Financial		—
Heungkuk Hiclass 9^th	Other Financial		3,284
Eugene Best Plan Private Equity Securities No.16	Other Financial		9,921
Euro Quanto Second Inc.	Other Financial		52,599
Hybrid 1st Specialty Inc.	Other Financial		314,707
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd.	Other Financial		9,731
Consus 6th Co., LLC	Other Financial		9
KTB Market Alpha Private Equity Securities Investment Trust 30-1^st	Other Financial		10,499
GS Gold Scope Private Equity Securities Investment Trust 2^nd	Other Financial		9,444
Shinhan BNP Corporate Private Equity Trust 9^th	Other Financial		9,371
Hanhwa Private Equity Trust 3^rd(Bond Mixed Type)	Other Financial		9,685
Tongyang High Plus Securities Investment Trust N-22^nd (Bond)	Other Financial		—
Samsung Partner Plus Private Equity Investment Trust 6^th (Bond Mixed Type)	Other Financial		—
Say New Vesta Private Equity Securities Investment Trust 8^th (Bond)	Other Financial		—
Woori Frontier Private Equity Securities Investment Trust 2^nd (Bond)	Other Financial		—
Woori Futures	Futures		435,503
Woori Investment Securities International Ltd.	Securities		3,775
Woori Investment & Securities (HK) Ltd.	Securities		29,685
Woori Investment Securities America	Securities		8,311
MARS First Private Equity Fund	Other Financial		61,598
MARS INS First Private Equity Fund	Other Financial		2,404
MARS Second Private Equity Fund	Other Financial		224,133
Woori Investment Asia Pte. Ltd.	Securities		49,559
Woori Absolute Partner PTE Ltd.	Other Financial		4,327
Woori Absolute Asia Global Opportunity Fund	Other Financial		54,995
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		32,549
Connacht Capital Market Inv.	Other Financial		24,978
Woori Korindo Securities Indonesia	Securities		32,339
Woori CBV Securities Corporation	Securities		8,746
Woori Absolute Return Investment Strategies fund	Other Financial		35,848
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		2,486
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		77,779
Woori Giant First Co., Ltd	Other Financial		50,013
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd	Other Financial		1,368
G3 Pro Short-term 13	Beneficiary Certificates		91
G4 Pro Short-term 13	Beneficiary Certificates		44
Twins Subordinated Debt 1st	Beneficiary Certificates		3
Cho Hung Clover HYA1	Beneficiary Certificates		1,828
G1 New Jump Long-Term Bond A-4th	Beneficiary Certificates		5,363
Best Optimax Mid-Term III A1	Beneficiary Certificates		1,391


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori AMC	Other Financial		21,714
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		15,428
Woori F&I Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		790
Woori SB Tenth Asset Management Co., Ltd.	Other Financial		29,967
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		2,173
Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.	Other Financial		2,371
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		7,811
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		11,088
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		33,124
Woori EA Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		17,497
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		9,563
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		25,796
WR Investment LLC	Other Financial		10
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		35,064
WR Investment America LLC	Other Financial		29,383
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		55,810
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		18,309
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		13,177
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		24,366
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial		146,945
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial		74,213
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial		38,794
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial		95,305
Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori EA Twelveth Asset Securitization Specialty Co., Ltd.	Other Financial		137,394
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		168,374
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial		107,996
Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori Private Equity Fund	Private Equity Investment		114,488
Kumho Investment Bank	Financial Services		1,456,784
Woori EL Co., Ltd.	Other Financial		29
Two Eagles LLC	Real Estate & Leasing		1,166

3.	Capital Structure

a.	Changes in Capital

(units: Won, shares)


		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 March 31, 2012		(unit: shares)


	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		1,999		1,999
Free float shares		806,013,341		806,013,341

b.	Treasury Stock


As of March 31, 2012		(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

Common

Investment Services and Capital Markets Act

Preferred

Direct purchase other than under Sub-section 1, section 165-2 of

Common

1,999

the Financial Investment Services and Capital Markets Act

Preferred

Subtotal

Common

1,999

Preferred

Indirect acquisition from trust agreement

Common

Preferred

Total

Common

1,999

Preferred

5.	Voting Rights


As of March 31, 2012		(unit: shares)


Items		Number of stock		Notes
Total number of shares	Common Shares		806,015,340
	Preferred Shares
Stocks without voting rights	Common Shares
	Preferred Shares
Stocks with limited voting rights under Korean Securities & Exchange Law	—		1,999
Stocks with voting rights restored	—
Stocks with voting rights	Common Shares		806,013,341
	Preferred Shares

6.	Dividend Information

a.	Dividend information for the past three years


Items		2011⁽¹⁾		2010⁽¹⁾		2009⁽²⁾
Par value per share (Won)			5,000		5,000		5,000
Net profit (Won in Millions)			2,136,828		1,288,856		1,026,024
Earnings per share (Won)			2,651		1,599		1,273
Total cash payout (Won in Millions)			201,503		201,503		80,601
Total stock dividends (Won in Millions)
Cash dividend payout ratio (%)			9.43		15.63		7.86
Cash dividend yield (%)	Common Shares		2.6		1.6		0.7
	Preferred Shares
Stock dividend yield (%)	Common Shares
	Preferred Shares
Cash dividend per share (Won)	Common Shares		250		250		100
	Preferred Shares
Stock dividend per share (Won)	Common Shares
	Preferred Shares

(1)	Net profit calculated on a consolidated Korean IFRS basis.

(2)	Net profit calculated on a non-consolidated basis in accordance with generally accepted accounting principles in Korea (“Korean GAAP”).

II.

Description of Business

1.	Business Overview

a.	Business Overview


(As of March 31, 2012)

Business Area	Business Scope	Subsidiary
Banking	Lending, deposit taking and credit card business	Woori Bank Kwanju Bank Kyongnam Bank
Financial Investment	Investment banking, investment brokerage and collective investment business	Woori Investment & Securities Woori Asset Management
Insurance	Life insurance business	Woori Aviva Life Insurance
Consumer Finance	Facilities lease financing, installment financing and other lease financing	Woori Financial
Consumer Finance	Financial services for the lower-income class	Woori FG Savings Bank
Investment	Acquisition and disposal of non-performing loans and corporate restructuring-related investment business	Woori F&I
Investment	Investment advisory and private equity fund management business	Woori Private Equity
Information Technology Systems	Financial IT system development, sales and maintenance business	Woori FIS

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)


Items	2012 1Q			2011			2010
Shareholders’ Equity		14,698,297			14,214,221			13,804,170
Capital		4,030,077			4,030,077			4,030,077
Hybrid Securities		494,407			309,010			—
Capital Surplus		109,026			109,025			109,025
Retained Earnings		10,060,802			9,766,123			9,665,087
Capital Adjustments		(14	)		(14	)		(18	)
Borrowings		4,178,393			3,888,783			3,804,738
Debentures		3,654,283			3,653,968			3,654,843
Bank Borrowings		—			—			—
Commercial Paper		—			—			—
Other Borrowings		—			—			—
Other Liabilities		524,110			234,815			149,895
Total		18,876,690			18,103,004			17,608,908

*	Separate basis.

(2)

Use of Funds

(unit: in millions of Won)


Items	2012 1Q		2011		2010
Subsidiary Stock		17,825,203		17,825,203		17,383,228
Woori Bank		13,621,824		13,621,824		13,621,824
Kyongnam Bank		1,443,661		1,443,661		1,443,661
Kwangju Bank		976,291		976,291		976,284
Woori FIS		15,013		15,013		15,013
Woori F&I		206,563		206,563		166,563
Woori Investment & Securities		1,036,749		1,036,749		754,782
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		34,246		34,246		24,246
Woori Financial		207,346		207,346		207,346
Woori Aviva Life Insurance		106,053		106,053		106,053
Woori FG Savings Bank		110,000		110,000		—
Investment Securities		—		—		—
Loan Obligations		996		996		994
Tangible Assets		479		515		593
Intangible Assets		28		29		35
Cash		673,752		33,538		65,346
Other Assets		376,232		242,723		158,712
Total		18,876,690		18,103,004		17,608,908

*	Separate basis.

**	In 2011, we established Woori FG Savings Bank as a new wholly-owned subsidiary. The amounts with respect to Woori Investment & Securities, Woori F&I and Woori Private Equity changed due to our participation in the capital increase of each of such subsidiaries in 2011.

c.	Transactions related to Commission Fees

Beginning in the third quarter of 2010, the Company receives brand usage fees, including from its subsidiaries, which are accounted for as commission revenue.

(unit: in millions of Won)


Category	2012 1Q		2011		2010
Commission Revenue (A)		15,036		65,698		35,626
Commission Expense (B)		605		5,971		4,209
Commission Profit (A-B)		14,430		59,727		31,417

*	Separate basis.

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2012 1Q⁽¹⁾			2011⁽¹⁾			2010⁽¹⁾
Current Assets (A)		329,372			33,591			65,497
Current Liabilities (B)		290,588			11,300			9,260
Current Ratio⁽²⁾ (A/B)		113.35	%		297.28	%		707.31	%

(1)	Separate basis.

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

Debt Ratio

(unit: in millions of Won)


Items	2012 1Q			2011			2010
Liabilities (A)		4,178,393			3,888,783			3,804,738
Equity (B)		14,698,297			14,214,221			13,804,170
Debt Ratio (A/B)		28.43	%		27.36	%		27.56	%

*	Separate basis.

BIS Ratio

(unit: in millions of Won)


Items	2012 1Q ⁽¹⁾			2011 ⁽¹⁾			2010⁽²⁾
Total Capital (A)		26,465,333			25,668,548			24,839,544
Risk weighted assets (B)		209,123,019			208,069,221			198,250,944
BIS Ratio (A/B)		12.66	%		12.34	%		12.53	%

(1)	Consolidated basis; based on Korean IFRS.

(2)	Consolidated basis; based on Korean GAAP.

b.	Credit Ratings for the Past Three Years


Date of Rating	Evaluated Securities	Credit Rating	Company (Ratings Range)	Evaluation Category
2008.04.03	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2008.04.03	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.06.04		BBB+	S&P (AAA ~ D)	Case evaluation
2008.06.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.06.16	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2008.09.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.09.16	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2008.12.02	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2008.12.02	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.03.13	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.03.13	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2009.06.30	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2009.06.30	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.11.05	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.11.05	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2010.05.10	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2010.05.10	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2010.07.23	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2010.07.23	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2010.10.28	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2010.10.28	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.02.14	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.02.14	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.03.02	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2011.03.03	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.05.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.05.12	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2011.08.11	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.08.11	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.10.19	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2011.10.19	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.11.14	Hybrid	AA	KIS Ratings (AAA ~D)	Case evaluation
2011.11.14	Hybrid	AA	Korea Ratings (AAA ~D)	Case evaluation
2012.01.30	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2012.01.30	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2012.02.28	Hybrid	AA	KIS Ratings (AAA ~D)	Case evaluation
2012.02.28	Hybrid	AA	Korea Ratings (AAA ~D)	Case evaluation

c.	30 Largest Exposures by Borrower


(As of March 31, 2012)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		102		27,363		27,464
Korea Finance Corporation		—		25,631		25,631
Korea Housing Finance Corporation		—		14,953		14,953
Samsung Electronics		13,164		281		13,445
Korea Development Bank		—		12,945		12,945
Hyundai Heavy Industries		7,116		4,137		11,253
SH Corporation		3,097		7,772		10,869
Sungdong Shipbuilding & Marine		10,492		—		10,492
Shinhan Bank		—		10,158		10,158
Korea Deposit Insurance Corporation		—		9,897		9,897
SK Telecom		7,500		623		8,123
Hyundai Steel		7,889		228		8,116
Small & Medium Business Corporation		—		7,872		7,872
SPP Shipbuilding		7,446		—		7,446
Standard Chartered Bank Korea		—		7,428		7,428
Kookmin Bank		3,254		3,862		7,116
Kumho Tire		5,612		1,132		6,744
Industrial Bank of Korea		7		6,565		6,573
GS Caltex		5,423		905		6,329
Samsung Heavy Industries		5,638		466		6,103
STX Shipbuilding		5,980		—		5,980
Daewoo International		5,762		11		5,773
LG Chemical		5,327		258		5,584
NH NongHyup		818		4,602		5,419
Hyosung		5,121		138		5,259
Kumho Industrial		4,684		543		5,227
Korea Student Aid Foundation		—		5,101		5,101
Korea BTL Infrastructure Fund		—		5,039		5,039
Hynix		1,581		3,415		4,996
NH Bank		—		4,915		4,915
Total		106,012		166,240		272,251

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

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


(As of March 31, 2012)					(unit: in hundred millions of Won	)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Construction		3,816		3,800		3,195
B	Manufacturing		1,711		1,711		430
C	Construction		1,554		1,554		1,118
D	Manufacturing		1,026		1,026		780
E	Manufacturing		660		660		170
F	Other (Sports Facilities)		647		647		350
G	Construction		621		619		584
H	Construction		618		618		469
I	Real Estate & Leasing		600		600		1
J	Finance & Insurance		586		586		82
K	Finance & Insurance		558		558		157
L	Hospitals		536		514		215
M	Finance & Insurance		511		511		128
N	Construction		477		477		306
O	Wholesale and Retail Trade		469		469		80
P	Manufacturing		994		450		456
Q	Construction		687		435		313
R	Manufacturing		448		408		138
S	Manufacturing		475		383		215
T	Construction		317		312		160
Total			17,312		16,339		9,346

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

e.	Recent Developments

In order to actively target the increasing market for financial services for the lower-income class and diversify its business portfolio, Woori Finance Holdings established a new subsidiary, Woori FG Savings Bank Co., Ltd., which purchased certain assets and assumed certain liabilities of Samhwa Mutual Savings Bank. Woori Financial Holdings aims to build a competitive savings bank through the implementation of effective restructuring procedures and the creation of synergy between its subsidiaries, as well as to promote the Korean government’s policy to vitalize the financial services industry for the lower-income class.

III. Financial Information

1. Condensed Financial Statements (Separate)

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


Items	2012 1Q			2011			2010			2009⁽¹⁾
Cash and cash equivalents		673,752			33,538			65,346			23,267
Loans and Receivables		82,129			36,691			31,131			170,025
Investments in Subsidiaries and Associates		17,825,203			17,825,203			17,383,228			17,350,078
Fixed Assets		479			515			593			684
Intangible Assets		28			29			34			23
Other Assets		292,884			204,871			127,448			1,172
Deferred Tax Assets		2,215			2,158			1,128			—
Total Assets		18,876,690			18,103,005			17,608,908			17,545,249
Borrowings								—			60,000
Debentures		3,654,283			3,653,968			3,654,843			3,744,156
Retirement Benefit Obligation		716			—			—			661
Current Tax Liability		289,720			201,361			124,079			—
Other Financial Liabilities		230,782			30,632			23,889			19,285
Other Liabilities		2,891			2,823			1,926			385
Total Liabilities		4,178,392			3,888,784			3,804,737			3,824,487
Common Stock		4,030,077			4,030,077			4,030,077			4,030,077
Capital Surplus		109,026			109,026			109,025			109,025
Hybrid Securities		498,407			309,010			—			—
Other Equity		(14	)		(14	)		(18	)		(18	)
Retained Earnings		10,060,802			9,766,122			9,665,087			9,581,678
Total Equity		14,698,298			14,214,221			13,804,171			13,720,762
Net Interest Income		(46,538	)		(214,309	)		(235,936	)
Net Fees Income		14,430			57,852			29,982
Dividend Income		544,924			516,008			407,130
Reversal of Impairment Loss on Credit Loss		—			(1	)		(843	)
Other Net Operating Expenses		(11,425	)		(56,102	)		(39,137	)
Income Before Income Tax		501,391			303,450			162,882
Total Net Income		501,448			304,480			164,010
Total Comprehensive Income		501,448			304,480			164,010
Earnings Per Share (in Won)		616			375			203

(1)	As of the Korean IFRS conversion date.

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2012 1Q		2011		2010		2009⁽¹⁾
Cash and Cash Equivalents		5,858,444		6,417,123		4,871,109		5,805,996
Financial Assets at Fair Value through Profit or Loss		24,852,039		25,600,231		22,183,761		25,151,525
Available-for-Sale Financial Assets		20,288,937		19,671,924		21,997,884		21,337,500
Held-to-Maturity Financial Assets		19,826,651		20,036,128		19,885,559		15,953,709
Loans and Receivables		242,328,543		235,159,956		216,791,805		211,057,174
Investments in Jointly Controlled Entities and Associates		872,112		928,233		744,844		655,721
Investment Properties		498,720		498,999		643,271		746,126
Tangible Assets		3,146,363		3,134,472		3,097,378		3,095,029
Intangible Assets and goodwill		434,629		447,891		295,136		315,187
Current Tax Assets		25,770		56,570		9,568		28,203
Deferred Tax Assets		81,452		79,980		58,705		74,101
Derivative Assets		317,113		326,840		131,511		107,490
Assets Held for Sale		62,274		56,243		87,926		28,423
Other Assets		453,599		377,059		378,861		484,822
Total Assets		319,046,646		312,791,649		291,177,318		284,841,006
Financial Liabilities at Fair Value Through Profit or Loss		10,319,176		9,621,546		8,838,281		10,415,070
Deposits		199,817,521		195,930,482		185,427,625		176,926,868
Borrowings		33,676,630		34,666,709		34,265,662		32,455,007
Debentures		28,140,552		29,265,833		29,110,640		32,573,979
Provisions		960,060		892,308		761,055		693,521
Retirement Benefit Obligations		150,998		119,704		69,949		123,011
Current Tax Liabilities		385,259		274,257		173,960		127,871
Deferred Tax Liabilities		207,908		260,431		212,534		241,796
Derivatives Liabilities		31,547		33,493		5,339		41,236
Other Financial Liabilities		22,209,975		19,083,709		11,648,328		11,226,749
Other Liabilities		563,539		569,783		399,191		804,494
Total Liabilities		296,463,165		290,718,255		270,912,564		265,629,602
Equity Ownership of Controlled Entity		18,025,767		17,523,998		15,701,540		14,734,993
Capital Stock		4,030,077		4,030,077		4,030,077		4,030,077
Hybrid Securities		498,407		309,010		—		—
Capital Surplus		175,247		175,768		180,105		180,473
Other Equity		461,636		586,421		1,002,019		1,244,096
Retained Earnings		12,860,400		12,422,722		10,489,339		9,280,347
Non-Controlling Interests		4,557,714		4,549,396		4,563,214		4,476,411
Total Equity		22,583,481		22,073,394		20,264,754		19,211,404


Total Liabilities and Equity	319,046,646			312,791,649			291,177,318			284,841,006

Operating Income		922,141			3,160,673			2,068,869
Net Interest Income		1,862,073			7,262,045			6,423,145
Interest Income		3,844,323			15,044,846			14,057,227
Interest Expense		1,982,250			7,782,801			7,634,082
Net fees and commissions income		273,340			1,195,492			1,115,774
Fees and Commissions Income		427,538			1,774,434			1,688,039
Fees and Commissions Expense		154,198			578,942			572,265
Dividends		70,945			203,005			200,780
Gain on Financial Instruments at Fair Value through Profit or Loss		(23,164	)		119,403			39,074
Gain on Available-for-Sale Financial Assets		276,012			1,072,877			1,073,469
Gain on Held-to-Maturity Financial Assets		0			82			21
Impairment Losses for Loans, Other Receivables, Guarantees and Unused Commitments		433,726			2,268,927			2,872,943
Other Net Operating Expenses		(1,103,339	)		(4,423,304	)		(3,910,451	)
Share of Profits of Jointly Controlled Entities and Associates		18,684			16,700			29,926
Net Income Before Income Tax Expense		940,825			3,177,373			2,098,795
Income Tax Expense		226,461			744,093			498,121
Net Income		714,364			2,433,280			1,600,674
Net Income Attributable to Owners		645,024			2,136,828			1,288,856
Net Income Attributable to the Non- Controlling Interests		69,340			296,452			311,818
Other Comprehensive Income		(144,038	)		(385,374	)		(235,991	)
Gain on Available-for-Sale Financial Assets		(133,114	)		(374,877	)		(205,332	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates		12,408			(37,602	)		(20,546	)
Gain (loss) on Overseas Business Translation		(30,424	)		24,591			(18,826	)
Gain on Valuation of Cashflow Hedge		7,092			2,514			8,713
Total Comprehensive Income		570,326			2,047,906			1,364,683
Comprehensive Income Attributed to Owners		515,009			1,729,658			1,051,725
Comprehensive Income Attributed to the Non-Controlling Interests		55,317			318,248			312,958
Earnings per Share (in Won)		794			2,649			1,599
Consolidated Subsidiaries		143			143			148

(1)	As of the Korean IFRS conversion date.

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion

2012 1Q

2011 1Q

2011

2010

Auditor

Deloitte Anjin LLC

Auditor’s Opinion

)

Unqualified Opinion

(1)

In its review 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, 2011 and March 31, 2012 and for the three months ended March 31, 2011 and 2012 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)
2012 1Q	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		440		1,728
2011	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		426		9,409
2010	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Non-consolidated)		342		6,148

(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
2012		PCAOB and SOX Auditing		2012.07~2013.04		1,358
1Q	201204.30	Corporate tax reconciliation		2012.07~2012.08		35		—
				2013.02~2013.03
2011	2011.06.27	PCAOB and SOX Auditing		2011.07~2012.04		1,266
	2011.04.30	Corporate tax reconciliation		2011.07~2011.08		35		—
				2012.02~2012.03
2010	2011.03.07	US GAAP and SOX Auditing		2010.12~2011.05		2,306
	2010.04.30	Corporate tax reconciliation		2010.07~2010.08		72		—
		(Consolidated tax return advice)		2011.02~2011.03

V.	Corporate Governance and Affiliated Companies

1.	About the Board of Directors

Composition of our board of directors

After the general shareholders’ meeting on March 30, 2012


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 - Governor, Bank Supervisory Service - Minister, Ministry of Finance and Economy - Graduate School of Public Administration, Korea University	None	New appointment

Min-Joon Bang (Non-standing Director)	- Vice President, New Daily - Arbitration Commissioner of Press Arbitration Commission - Head of Editorial Desk, Korea Times - Bachelor of Arts (Korean Language and Literature), Seoul National University	None	Fourth consecutive term

Hi-Taek Shin (Non-standing Director)	- Current) Professor of College of Law, Seoul National University - Lawyer, Kim & Chang Law Firm - Bachelor of Law, Seoul National University - Master of Law, Seoul National University - J.S.D, Yale Law School	None	Fourth consecutive term

Doo-Hee Lee (Non-standing Director)	- Current) Professor of College of Business Administration, Korea University - President, Korea Advertising Society - Bachelor of Business Administration, Korea University - Ph.D. in Business Administration, Michigan State University	None	Third consecutive term

Hun Lee (Non-standing Director)	- Current) Co-Head, The Lawyers for Citizens - Lawyer, Barun Law - Bachelor of Law, Chung-Ang University	None	Third consecutive term

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	New appointment

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	New appointment

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

After the general shareholders’ meeting on March 30, 2012


Name	Position	Notes
Management Committee	Pal Seung Lee Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee	Chairman and CEO Pal Seung Lee heads this committee consisting of the heads of the sub-committees.

Business Development and Compensation Committee	Yong-Man Rhee Min-Joon Bang Doo-Hee Lee John Ji Whan Park	Non-standing director Yong-Man Rhee heads this committee consisting of no fewer than three non-standing directors.

Risk Management Committee	Pal Seung Lee Min-Joon Bang Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman and CEO Pal Seung Lee heads this committee. The committee consists of the Chairman and CEO, inside director in charge of finance 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 executive directors.

Ethics Committee	Pal Seung Lee Min-Joon Bang Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Min-Joon Bang heads this committee consisting of all executive directors and no fewer than two non-standing directors.

Outside Directors Recommendation Committee	Pal Seung Lee Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Doo-Hee Lee 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 Min-Joon Bang Hi-Taek Shin Doo-Hee Lee 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 Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee	Consists of no fewer than 3 directors and one financial expert, at least two-thirds of whom are non-standing directors

Audit Committee Member Candidate Recommendation Committee	Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Doo-Hee Lee heads this committee consisting of all non-standing directors.

2.	Related Companies

LOGO

3.	Investments in Other Companies


As of March 31, 2012		(units: thousands of shares, millions of Won, %)


Name	Beginning Balance						Changes						Ending Balance						Total Assets as of the Most		Net Income for
Name	Quantity		Share		Book value		Quantity		Cost		Valuation Gain/Loss		Quantity		Share		Book value		Recent Fiscal Year		the Most Recent Fiscal Year
Woori Bank		765,957		100.0		13,621,824		—		—		—		765,957		100.0		13,621,824		242,472,162		2,068,544
Kwangju Bank		49,413		100.0		976,291		—		—		—		49,413		100.0		976,291		18,030,369		136,328
Kyongnam Bank		58,050		100.0		1,443,662		—		—		—		58,050		100.0		1,443,662		28,585,596		195,647
Woori FIS (formerly Woori Finance Information System)		900		100.0		15,013		—		—		—		900		100.0		15,013		264,215		(3,480	)
Woori F&I		14,000		100.0		206,563		—		—		—		14,000		100.0		206,563		1,371,031		43,145
Woori Investment & Securities		75,426		37.9		1,036,749		—		—		—		75,426		37.9		1,036,749		19,359,159		153,315
Woori Asset Management		6,662		100.0		67,456		—		—		—		6,662		100.0		67,456		82,345		1,857
Woori Private Equity		6,000		100.0		34,246		—		—		—		6,000		100.0		34,246		1,575,969		650
Woori Financial		8,909		52.5		207,346		—		—		—		8,909		52.5		207,346		3,161,794		51,702
Woori Aviva Life Insurance		7,601		51.6		106,053		—		—		—		7,601		51.6		106,053		2,608,573		(1,994	)
Woori FG Savings Bank		6,320		100.0		110,000		—		—		—		6,320		100.0		110,000		716,501		398
Total		999,239				17,825,203		—		—		—		999,239				17,825,203		318,227,714		2,646,112

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.

3.	The figures above for the net income of Woori Asset Management, Woori Investment & Securities and Woori Aviva Life Insurance are for the fiscal year ended March 31, 2011, calculated on a non-consolidated basis in accordance with Korean GAAP.

4.	The figure above for the net income of Woori FG Savings Bank is for the fiscal year ended June 30, 2011, calculated on a non-consolidated basis in accordance with Korean GAAP.

VI.

Stock Information

1.	Stock Distribution

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


As of March 31, 2012		(units: shares, %)


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

Largest Shareholder: KDIC

b.	Share Ownership of More Than 5%


As of March 31, 2012		(units: shares, %)


No.	Name		Common Stock				Preferred Stock				Total
No.	Name		No. of shares		%		No. of shares		%		No. of shares		%
1		KDIC		459,198,609		56.97		—		—		459,198,609		56.97
Total				459,198,609		56.97		—		—		459,198,609		56.97

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

a.	Domestic Stock Market

(units: Won, shares)


Period		October 2011		November 2011		December 2011		January 2012		February 2012		March 2012
Common Stock	High		11,200		10,650		10,500		11,100		12,550		13,750
	Low		9,390		9,100		9,350		9,210		10,900		11,500
	Average		10,594		9,852		9,790		10,023		12,074		12,771
Monthly Trade Volume	High		8,029,417		5,199,382		6,733,981		5,654,526		6,324,204		6,017,165
	Low		1,907,261		1,466,593		1,001,262		907,064		1,228,374		958,121
	Average		71,873,170		60,820,205		51,726,625		47,837,340		70,558,344		50,774,181

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		October 2011		November 2011		December 2011		January 2012		February 2012		March 2012
ADR	High		30.52		29.31		27.51		29.75		33.82		36.14
	Low		24.15		23.03		23.06		23.92		29.51		30.80
	Average		27.64		25.91		25.17		26.86		32.37		33.84
Won Conversion	High		34,320		32,393		31,009		33,469		37,919		40,636
	Low		28,451		26,406		26,669		27,709		33,222		34,505
	Average		31,939		29,338		28,879		30,782		36,367		38,106
Monthly Trade Volume	High		49,300		40,400		30,700		30,900		16,100		141,500
	Low		2,600		3,700		6,100		3,300		2,000		2,200
	Monthly Total		201,800		339,400		245,800		238,900		150,800		619,800

VII.

Directors and Employee Information

1.	Directors

As of March 31, 2012


Position		Name	Common Stock Owned	Expiration of Term
Chairman and CEO	Registered	Pal Seung Lee	66,000	March 24, 2014
Senior Managing Director	Non-Registered	Hyun Jin Jung		September 12, 2012
Senior Managing Director	Non-Registered	Yang Jin Kim		March 31, 2013
Senior Managing Director	Non-Registered	Byoung Yoon Jeon		September 26, 2012
Senior Managing Director	Non-Registered	Rok Hwang		March 31, 2013
Senior Managing Director	Non-Registered	Joon Ho Kim		December 15, 2013
Managing Director	Non-Registered	Hong Dall Kim		September 26, 2012
Managing Director	Non-Registered	Seong Kook Jo		September 26, 2012
Managing Director	Non-Registered	Chang Young Choi		December 15, 2013
Non-standing Director	Registered	Yong-Man Rhee		March 24, 2013
Non-standing Director	Registered	Min-Joon Bang		March 29, 2013
Non-standing Director	Registered	Hi-Teak Shin		March 29, 2013
Non-standing Director	Registered	Doo-Hee Lee		March 29, 2013
Non-standing Director	Registered	Hyung-Goo Lee		March 29, 2014
Non-standing Director	Registered	Hun Lee		March 29, 2013
Non-standing Director	Registered	John Ji Whan Park		March 24, 2013

2.	Employee Status


As of March 31, 2012		(units: persons, thousands of Won)

Staff

Average

Tenure

Cumulative

Average
Compensation

Items

Admin.

Manu.

Misc.

Total

Years

Compensation

Per Person

Note

Total

154

164

3 years and

2 months

2,743,753

16,730

3.	Directors’ Compensation

(unit: in millions of Won)


Items	Total Compensation	Number of Person	Average Compendation Per employee	Note
Standing Director	149.7	1	149.7
Non-standing Directors (excluding audit committee member)	21	2	10.5
Audit Committee Members	42	5	10.5	No compensation was provided for one of the members of the Audit Committee

*	Cumulative basis from January 1 to March 31, 2012.

VIII.

Related Party Transactions

Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)

(unit: in millions of Won)


			Changes
Name	Relation	Item	Beg.		+		-		End		Notes
Woori Financial	Subsidiary	Other Loan		1,000		—		—		1,000
Total				1,000		—		—		1,000

Payment Transactions

(unit: shares)


		Capital Contribution and Share Disposal
			Transactions
Name	Relation	Types of Shares	Beginning		Increase		Decrease		Ending		Notes
Woori Bank	Subsidiary	Common stock		695,956,580		—		—		695,956,580
		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 (formerly Woori Finance Information System)	Subsidiary	Common Stock		900,000		—		—		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		8,909,439		—		—		8,909,439
Woori Aviva Life Insurance	Subsidiary	Common Stock		7,601,091		—		—		7,601,091
Woori FG Savings Bank	Subsidiary	Common Stock		6,320,000		—		—		6,320,000
Total				999,239,212		—		—		999,239,212

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: May 30, 2012	By:	/s/ Woo Seok Seong
		(Signature)
		Name: Woo Seok Seong
		Title: General Manager

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents