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 2014

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.

Index


1. Summary of 2014 1Q Business Report		3

2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Review Report for 2014 1Q (Consolidated)

3. Exhibit 99.2 Woori Finance Holdings Co., Ltd. Review Report for 2014 1Q (Separate)

Summary of 2014 1Q Business Report

Table of Contents


I. COMPANY OVERVIEW		5

1.	Purpose of the Company	5

2.	History of the Company	6

3.	Capital Structure	17

4.	Total Number of Authorized Shares	18

5.	Voting Rights	18

6.	Dividend Information	19

II. DESCRIPTION OF BUSINESS		20

1.	Business Overview	20

2.	Overview of Operations	21

3.	Other Information Relevant to Investment Decisions	23

III. FINANCIAL INFORMATION		29

1.	Condensed Financial Statements (Separate)	29

2.	Condensed Financial Statements (Consolidated)	31

IV. INDEPENDENT AUDITOR’S OPINION		33

1.	Independent Auditor’s Opinion	33

2.	Independent Auditor’s Opinion on Separate Financial Statements of Subsidiaries	33

3.	Compensation to the Independent Auditor for the Past Three Years	34

V. CORPORATE GOVERNANCE AND AFFILIATED COMPANIES		35

1.	About the Board of Directors	35

2.	Related Companies	39

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 2nd tier subsidiary to 1st 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 2nd 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		Kumho Investment Bank became a first tier subsidiary, in which Woori Finance Holdings holds a 41.6% equity stake.

		Kumho Investment Bank was renamed Woori Investment Bank on October 2, 2013.

March 20, 2014		Disaffiliation of Woori Financial from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori Financial

May 1, 2014		Disafilliation of Kwangju Bank and Kyongnam Bank as a result of a spin-off from Woori Finance Holdings

May 2, 2014		Disaffiliation of Woori Asset Management from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori Asset Management

May 7, 2014		Disaffiliation of Woori F&I from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori F&I

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, 2014


Type	Name of Company	Controlling Company	Notes
Holding Company	Woori Finance Holdings	Korea Deposit Insurance Corporation	1 company
1^stTier Subsidiaries	Woori Bank	Woori Finance Holdings	13 companies
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	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	72 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.


Type	Name of Company	Controlling Company	Notes
	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
	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.
	FI 1403 Asset Securitization Specialty Co., Ltd.gks
	POSCO Woori EIG Global Private Equity Fund	Woori Asset Management
	KEPCO Woori Sprott Global PEF
	KEPCO Woori Sprott Global Overseas Resource Development PEF
	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, and Woori Investment Bank are listed on the KRX KOSPI Market

*	On April 14, 2014, Woori Finance Holdings signed a share purchase agreement to sell its equity stake in Woori Investment & Securities, Woori Aviva Life Insurance, and Woori FG Savings Bank.

*	On May 1, 2014, Kwangju Bank and Kyongnam Bank disaffiliated from Woori Finance Holdings as a result of a spin-off

*	On May 2, 2014, Woori Asset Management was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori Asset Management

*	On May 7, 2014, Woori F&I was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori F&I

*	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 February 24, 2011, Woori F&I Nineteenth 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^ndtier 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^ndtier 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.

*	On February 10, 2014, KEPCO Woori Sprott Global PEF, to which Woori Asset Management contributed 1.5% of the capital and serves as its general partner, was included as our 2^ndtier subsidiary.

*	On February 10, 2014, KEPCO Woori Sprott Global Overseas Resource Development PEF, to which Woori Asset Management contributed 1.5% of the capital and serves as its general partner, was included as our 2^ndtier subsidiary.

*	On March 6, 2014, , FI1403 Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	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 March 31, 2014)


Name of Company	Business Activities	Total Assets (2013) (unit: in millions of Won)
Woori Bank	Banking		243,686,166
Kwangju Bank	Banking		18,546,264
Kyongnam Bank	Banking		31,667,025
Woori Investment & Securities	Securities		29,480,147
Woori Card	Credit Card		4,679,202
Woori Asset Management	Collective Investment		85,169
Woori FIS (former Woori Finance Information System)	Financial Information Technology		332,223
Woori F&I	Other Financial		1,522,424
Woori Private Equity	Other Financial		41,290
Woori FG Savings Bank	Banking		822,887
Woori Investment Bank (former Kumho Investment Bank)	Merchant Banking		860,226
Woori Finance Research Institute	Other Financial		3,739
Woori CS Ocean Bridge 9^th	Other Financial		886
Woori CS Global Emerging Milestone 1^st	Other Financial		25,902
Woori Credit Information	Debt Collection and Credit Rating		31,414
Woori America Bank	Banking		1,228,163
P.T. Bank Woori Indonesia	Banking		666,804
Woori Global Markets Asia Ltd.	Banking		184,475
Woori Bank (China) Limited	Banking		3,414,199
ZAO Woori Bank	Banking		201,035
Woori Bank Brasil	Banking		143,993
Korea BTL Infrastructure Fund	Other Financial		651,973
Woori Fund Service Co., Ltd.	Other Financial		2,694
Kumho Trust 1^st Co., Ltd.	Other Financial		69,430
Woori IB Global Bond Co., Ltd	Other Financial		208,385
Connsus Eighth Co., Ltd.	Other Financial		16
Asiana Saigon Co., Ltd.	Other Financial		45,151
An-Dong Raja 1^st Co., Ltd.	Other Financial		12,222
KAMCO Value Recreation 1^st Securitization Specialty Co., Ltd	Other Financial		61,240
Hermes STX Co., Ltd.	Other Financial		179
BWL First Co., LLC	Other Financial		79,784
Woori Poongsan Co., Ltd	Other Financial		41,880
Pyeongtaek Ocean Sand Co., Ltd.	Other Financial		44,822
Heights Third Co., Ltd	Other Financial		607
Jeonju Poomglim iWant	Other Financial		186
Wonju Poomglim iWant	Other Financial		9
Deogi Dream Fourth Co., Ltd	Other Financial		348
Guam Emerald Ocean View	Other Financial		277
W Synergy 1^st Co., Ltd.	Other Financial		9,203
Heoreum Short-Term 15^th	Other Financial		58
G5 Pro Short-Term 13^th	Other Financial		489
G6 First Class Mid-Term E-203	Other Financial		1
G15 First Class Mid-Term C-151	Other Financial		4
D First Class Mid-term C-151	Other Financial		3
Woori Milestone Private Real Estate Fund 1^st	Other Financial		302
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		59,391
Woori Partner Plus Private Equity Securities 4^th	Other Financial		409,539
Yuri WB Private Equity Securities 5^th (Bond)	Other Financial		50,777
Kyobo Axa Tomorrow Private Equity Securities 25^th	Other Financial		50,769
Mirae Asset Triumph Private Equity Securities 15^th	Other Financial		50,742
Yuri WB Private Equity Securities 6^th (Bond)	Other Financial		20,318
Meritz Prime Private Equity Securities 93^rd	Other Financial		20,244
Kyobo Axa Tomorrow Private Equity Securities 26^th	Other Financial		50,649
Mirae Asset Triumph Private Equity Securities 17^th	Other Financial		50,721
Hanwha Private Equity Securities Investment Trust 57^th	Other Financial		51,706
Hyundai Platinum Private Equity Securities W-3	Other Financial		50,636
Phoenix Sky Private Equity Securities 15^th	Other Financial		20,253
Samsung Plus Private Equity Securities 24^th	Other Financial		50,569
HDC Private Equity Securities Investment Trust 10^th	Other Financial		50,579


Name of Company	Business Activities	Total Assets (2013) (unit: in millions of Won)
ING Lion Private Equity Securities 47^th	Other Financial		50,565
LS Leading Solution Private Equity Securities 126^th Bond	Other Financial		50,602
Shinhan BNP Corporate Private Equity Securities 32^nd	Other Financial		50,526
Hyundai Advantage Private Equity Securities 17^th	Other Financial		9,773
Mirae Asset Triumph Private Equity Securities 21^st	Other Financial		50,464
Meritz Prime Private Equity Securities 95^th	Other Financial		50,547
Hi Good Choice Private Equity Securities 8^th	Other Financial		20,201
HDC Private Equity Securities Investment Trust 11^th	Other Financial		20,199
Woori Partner Plus Private Equity Securities 13^th	Other Financial		301,722
Phoenix Sky Private Equity Securities 16^th	Other Financial		50,217
Hanwha Private Equity Securities Investment Trust 65^th	Other Financial		51,212
Hanwha Private Equity Securities No. 67 (Bond)	Other Financial		51,034
Mirae Asset Dividend Premium Private Equity 2^nd	Other Financial		—
HDC New Star Private Equity Securities 24^th	Other Financial		—
Hana UBS Private Equity Securities 8^th	Other Financial		—
Eugene Jarang Private Equity Securities 40^th	Other Financial		—
LS Leading Solution Private Equity Securities 129^th	Other Financial		—
Kyobo Axa Active Long Short 30 Private Equity 1^st	Other Financial		—
KB Market Long Short Private Equity Securities 1^st	Other Financial		—
Yuri WB Private Equity Securities Investment Trust 7^th	Other Financial		—
IBK Panorama Private Equity Securities 54^th	Other Financial		—
Heungkuk Multi Private Equity Securities H-8	Other Financial		—
Hyundai Platinum Private Equity Securities W-4	Other Financial		—
Hyundai Smart Dream Private Equity Securities 14^th	Other Financial		—
Woori Bank Principal Protected Trust	Other Financial		1,389,082
Heungkuk Hiclass 9^th	Other Financial		2,780
Woori Frontier Short Term Private Equity Securities Investment Trust G-3	Other Financial		10,179
Samsung Focus Private Equity Securities Investment Trust 38^th	Other Financial		10,135
Samsung Focus Private Equity Securities 42^nd	Other Financial		—
Hybrid 1^st Specialty Inc.	Other Financial		344,765
KAMCO Value Recreation 2^nd Securitization Specialty Co., Ltd.	Other Financial		7,696
Kwangju Bank Principal Protected Trust	Trust		10,616
KTB Market Alpha Private Equity Securities Investment Trust 30-2(Bond Mixed Type)	Other Financial		10,140
Mirae Asset Columbus Private Equity Investment Trust 43^rd (Bond Mixed Type)	Other Financial		10,248
Yuri Balance Private Equity Securities Investment Trust 11^th (Bond Mixed Type)	Other Financial		20,521
Shinyoung Private Equity Securities Investment Trust KN-1 (ELS-Derivative Type)	Other Financial		21,200
Daeshin Balance Private Equity Securities Investment Trust 51^st (Bond Mixed Type)	Other Financial		10,240
Shinyoung Private Equity Securities Investment Trust KN-2 (ELS-Derivative Type)	Other Financial		10,292
Hyundai Smart Dream Private Equity Securities 9^th (Bond Mixed Type)	Other Financial		20,688
Hanwha Private Equity Securities Investment Trust 72^nd	Other Financial		—
Consus 6^th Co., LLC	Other Financial		9
Kyongnam Bank Principal Protected Trust	Trust		56,716
Woori Futures	Futures		424,977
Woori Investment Securities International Ltd.	Securities		1,145
Woori Investment & Securities (HK) Ltd.	Securities		132,481
Woori Investment Securities America	Securities		5,964
MARS Second Private Equity Fund	Other Financial		239,870
Woori Investment Asia Pte. Ltd.	Securities		43,534
Woori Absolute Partners PTE Ltd.	Other Financial		3,637
Woori Absolute Asia Global Opportunity Fund	Other Financial		7,434
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		30,523
Woori Korindo Securities Indonesia	Securities		32,759
Woori CBV Securities Corporation	Securities		7,719
Woori Absolute Return Investment Strategies fund	Other Financial		35,960
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		1,681
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		73,248


Name of Company	Business Activities	Total Assets (2013) (unit: in millions of Won)
Woori Giant First Co., Ltd	Other Financial		31,693
IBS 11^th	ABS		29,999
Alpenrose Second Co., Ltd.	ABS		100,060
Woori Credit First Co., Ltd.	ABS		—
G3 Pro Short-term 13	Beneficiary Certificates		57
G4 Pro Short-term 13	Beneficiary Certificates		29
Woori Investment & Securities Principal Protected Trust	Trust		30,753
Woori AMC	Other Financial		24,802
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		14,660
Woori SB Tenth Asset Management Co., Ltd.	Other Financial		6,821
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		289
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		1,158
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		1,270
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		3,683
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		1,104
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		3,696
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		7,541
WR Investment America LLC	Other Financial		15,282
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		13,992
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		5,604
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		1,793
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		3,522
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial		41,929
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial		6,438
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial		14,787
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial		28,989
Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		40,261
Woori EA Twelveth Asset Securitization Specialty Co., Ltd.	Other Financial		41,146
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		17,342
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial		54,973
Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.	Other Financial		27,154
Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial		26,446
Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		41,299
Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		26,669
Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.	Other Financial		23,508
Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial		49,623
Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd.	Other Financial		25,723
Woori F&I Thirty First Asset Securitization Specialty Co., Ltd.	Other Financial		66,653
Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd.	Other Financial		69,481
Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd.	Other Financial		34,297
Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		62,337
Woori F&I Thirty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		27,729
Woori F&I Thirty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial		107,329
Woori F&I Thirty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		52,025
Woori F&I Thirty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		95,085
Woori F&I Thirty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial		96,349
Woori F&I Fourtieth Asset Securitization Specialty Co., Ltd.	Other Financial		90,211
FS1312 Asset Securitization Specialty Co., Ltd.	Other Financial		144,731
FI 1403 Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori Private Equity Fund	Private Equity Investment		45,129
Woori EL Co., Ltd.	Other Financial		27
Two Eagles LLC	Real Estate & Leasing		577
MyAsset Manhattan Private Equity Real Estate Trust 1^st	Beneficiary Certificates		170
Sahn Eagle LLC	Other Financial		7,092
Two Eagles KIB LLC	Other Services		227

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 March 31, 2014				(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 March 31, 2014				(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 March 31, 2014				(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 March 31, 2014)


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 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

	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 April 14, 2014, Woori Finance Holdings signed a share purchase agreement to sell its equity stake in Woori Investment & Securities, Woori Aviva Life Insurance, and Woori FG Savings Bank.

*	On May 1, 2014, Kwangju Bank and Kyongnam Bank disaffiliated from Woori Finance Holdings as a result of a spin-off

*	On May 2, 2014, Woori Asset Management was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori Asset Management

*	On May 7, 2014, Woori F&I was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori F&I

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)


		2014 1Q				2013				Change
		Avg. Balance		%		Avg. Balance		%		Avg. Balance			%
Won Currency	Deposits		1,612,073		47.60		1,854,339		55.69		(242,266	)		(8.09	)
	CD		31,076		0.92		29,099		0.87		1,977			0.05
	Borrowings		69,095		2.04		231,466		6.95		(162,371	)		(4.91	)
	Call Money		22,882		0.68		26,216		0.79		(3,334	)		(0.11	)
	Others		380,832		11.24		503,094		15.11		(122,262	)		(3.87	)
	Sub-Total		2,115,958		62.48		2,644,214		79.41		(528,256	)		(16.93	)
Foreign Currency	Deposits		116,517		3.44		115,576		3.47		941			(0.03	)
	Borrowings		77,273		2.28		103,721		3.11		(26,448	)		(0.83	)
	Debentures		52,904		1.56		52,407		1.57		497			(0.01	)
	Others		11,307		0.33		12,554		0.38		(1,247	)		(0.05	)
	Sub-Total		258,001		7.61		284,258		8.54		(26,257	)		(0.93	)
Others	Total Capital		225,882		6.67		233,209		7.00		(7,327	)		(0.33	)
	Reserves		7,308		0.22		10,206		0.31		(2,898	)		(0.09	)
	Others		0		0.00		0		0.00		0			0.00
	Sub-Total		233,190		6.89		243,415		7.31		(10,225	)		(0.42	)
Liabilities associated with disposal group held for sale			308,929		9.12		64,095		1.92		244,834			7.20
Liabilities associated with disposal group held for distribution to owners			470,670		13.90		93,765		2.82		376,905			11.08
Source of Funds Total			3,386,748		100.00		3,329,747		100.00		57,001			0.00

*	Consolidated basis

(unit: in millions of Won)


Items	2014 1Q		2013		2012
Shareholders’ Equity		13,912,043		13,744,606		14,571,676
Capital		4,030,077		4,030,077		4,030,077
Hybrid Securities		498,407		498,407		498,407
Capital Surplus		109,026		109,026		109,026
Retained Earnings		9,275,848		9,108,368		9,934,180
Capital Adjustments		-1,315		-1,272		-14
Borrowings		4,213,559		4,237,306		3,874,928
Debentures		3,724,462		3,684,958		3,654,276
Bank Borrowings		—		—		—
Commercial Paper		—		—		—
Other Borrowings		—		—		—
Other Liabilities		489,097		552,348		220,652
Total		18,125,602		17,981,912		18,446,604

*	Separate basis

*	179,933 million won of debentures in 2013 and 179,973 million won of debentures in 2014 1Q, relating to the regional bank spin-offs, were classified as disposal group held for distribution liabilities

(2)

Use of Funds

(unit: in millions of Won)


		2014 1Q						2013						Change
		Avg. Balance			%			Avg. Balance			%			Avg. Balance			%
Won Currency	Deposits		84,152			2.48			135,677			4.07			(51,525	)		(1.59	)
	Securities		327,287			9.66			526,207			15.80			(198,920	)		(6.14	)
	Loans		1,631,574			48.18			1,893,350			56.86			(261,776	)		(8.68	)
	Call Loans		38,728			1.14			25,624			0.77			13,104			0.37
	Private placement bonds		4,931			0.15			10,653			0.32			(5,722	)		(0.17	)
	Credit Card		42,819			1.26			42,457			1.28			362			(0.02	)
	Others		127,706			3.77			207,793			6.24			(80,087	)		(2.47	)
	Loan loss reserves		(29,033	)		(0.86	)		(33,786	)		(1.01	)		4,753			0.15
	Sub-Total		2,228,164			65.78			2,807,975			84.33			(579,811	)		(18.55	)
Foreign Currency	Deposits		38,920			1.15			36,011			1.08			2,909			0.07
	Securities		3,912			0.12			11,836			0.36			(7,924	)		(0.24	)
	Loans		169,241			5.00			181,520			5.45			(12,279	)		(0.45	)
	Bills bought		45,862			1.35			49,851			1.50			(3,989	)		(0.15	)
	Others		3,931			0.12			5,730			0.17			(1,799	)		(0.05	)
	Sub-Total		261,866			7.74			284,948			8.56			(23,082	)		(0.82	)
Others	Cash		34,679			1.02			35,485			1.07			(806	)		(0.05	)
	Tangible Assets		25,281			0.75			30,565			0.92			(5,284	)		(0.17	)
	Others		0			0.00			0			0.00			0			0.00
	Sub-Total		59,960			1.77			66,050			1.98			(6,090	)		(0.21	)
Liabilities associated with disposal group held for sale			332,953			9.83			70,149			2.11			262,804			7.72
Liabilities associated with disposal group held for distribution to owners			503,805			14.88			100,625			3.02			403,180			11.86
Use of Funds Total			3,386,748			100.00			3,329,747			100.00			57,001			0.00

*	Consolidated basis

(unit: in millions of Won)


Items	2014 1Q		2013		2012
Subsidiary Stock		17,491,090		17,739,535		17,976,325
Woori Bank		12,848,076		12,848,076		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		35,013
Woori F&I		206,563		206,563		206,563
Woori Investment & Securities		942,006		953,210		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
Woori Aviva Life Insurance		35,164		36,317		102,946
Woori FG Savings Bank		56,218		53,730		210,000
Woori Finance Research Institute		3,000		3,000		3,000
Woori Card		773,748		773,748		—
Woori Investment Bank		69,648		69,648		—
Investment Securities		—		—		—
Loan Obligations		—		998		995
Tangible Assets		260		288		389
Intangible Assets		44		44		33
Cash		543,027		67,380		236,400
Other Assets		91,181		173,667		232,462
Total		18,125,602		17,981,912		18,446,604

*	Separate basis

*	21,856 million won of cash in 2013 and 2014 1Q, relating to the regional bank spin-offs, was classified as disposal group held for distribution assets on the separate statements of financial position.

Woori F&I, Woori Investment & Securities, Woori Asset Management, Woori Financial, Woori Aviva Life Insurance and Woori FG Savings Bank , in connection with the sale of the investment & securities unit, were classified as disposal group held for sale assets in 2013 and Woori F&I, Woori Investment & Securities, Woori Asset Management, Woori Aviva Life Insurance and Woori FG Savings Bank , in connection with the sale of the investment & securities unit, were classified as disposal group held for sale assets in 2014 1Q

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2014 1Q			2013			2012
Current Assets (A)		220,531			67,852			222,671
Current Liabilities (B)		71,348			10,889			33,580
Current Ratio⁽²⁾ (A/B)		309.09	%		623.11	%		663.11	%

(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	2014 1Q			2013			2012
Liabilities (A)		4,213,559			4,237,306			3,874,928
Equity (B)		13,911,917			13,744,539			14,571,676
Debt Ratio (A/B)		30.29	%		30.83	%		26.59	%

*	Separate basis

BIS Ratio

(unit: in millions of Won)


Items	2014 1Q			2013			2012
Total Capital (A)		25,188,766			26,138,766			26,989,716
Risk weighted assets (B)		196,954,257			200,977,843			210,397,222
BIS Ratio (A/B)		12.79	%		13.01	%		12.83	%

*	2014 1Q & 2013: Basel III basis, 2012: Basel I basis

*	2014 1Q figures are preliminary

b.	Domestic Credit Ratings

Date of Rating

Evaluated Securities

Credit

Rating

Company

(Ratings Range)

Evaluation

Category

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

Debentures(Subordinate)

Debentures

AAA

AA+

AAA

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 March 31, 2014)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		22,489		26,924		49,413
Korea Finance Corporation		—		23,511		23,511
Korea Development Bank		—		19,806		19,806
Korea Housing Finance Corporation		—		12,880		12,880
Samsung Heavy Industries—Suwon		10,957		214		11,171
Hyundai Heavy Industries		10,447		613		11,061
Korea Deposit Insurance Corporation		—		10,742		10,742
Industrial Bank of Korea		7		9,164		9,171
Korea Securities Finance Corporation		67		9,002		9,069
Small & Medium Business Corporation		3		8,430		8,433
Korea Railroad Corporation		307		8,022		8,329
KB Kookmin Bank		3,104		5,160		8,264
Korea Expressway Corporation		—		7,776		7,776
Export-Import Bank of Korea		—		7,357		7,357
Hyundai Steel		6,459		406		6,865
Korea Rail Network Authority		24		6,631		6,655
National Federation of Fisheries Cooperatives		—		6,523		6,523
Korea BTL Infrastructure Fund		—		6,486		6,486
Hyosung		6,328		35		6,363
Korea Water Resources Corporation		7		6,137		6,144
SPP Shipbuilding		5,904		—		5,904
Samsung Electronics		5,493		148		5,641
Gajeul New Town Zone 4 Redevelopment Project		5,535		—		5,535
S-OIL		5,208		160		5,369
LG Chem		5,242		45		5,288
Kumho Tire		3,938		1,245		5,182
DSME		5,025		127		5,152
Shinhan Bank		—		4,951		4,951
SH Corporation		35		4,862		4,898
Korean Air		4,529		232		4,761
Total		101,110		187,588		288,698

*	Based on Woori Bank, Kyongnam Bank, Kwangju Bank, Woori Investment & Securities, Woori Card, 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 March 31, 2014)		(unit: in hundred millions of Won)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Shipbuilding		5,904		5,064		3,062
B	Shipbuilding		4,354		4,354		1,832
C	Shipbuilding		3,426		2,132		1,040
D	Transportaion		1,429		1,429		730
E	Manufacturing		1,314		1,314		250
F	Manufacturing		1,186		1,186		6
G	Shipbuilding		1,186		1,182		1,162
H	Construction		956		956		365
I	Real Estate & Leasing		918		918		124
J	Manufacturing		1,228		905		794
K	Real Estate & Leasing		750		750		332
L	Real Estate & Leasing		734		734		427
M	Real Estate & Leasing		710		710		59
N	Real Estate & Leasing		700		700		66
O	Sports & Leisure		699		699		699
P	Construction		1,007		683		285
Q	Real Estate & Leasing		600		600		1
R	Manufacturing		582		582		339
S	Manufacturing		569		569		8
T	Manufacturing (Others)		575		566		135
Total			28,827		26,034		11,715

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

*	Corporate borrowers only

e.	Recent Developments

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.

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.

In June 2013, Kumho Investment Bank (renamed Woori Investment Bank), in which Woori Finance Holdings holds a 41.6% equity stake, became a first tier subsidiary, and Woori Finance Holdings participated in a capital increase of Kumho Investment Bank.

Ongoing Privatization

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 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 preferred bidders for Woori Investment & Securities, Woori Asset Management, Woori Aviva Life Insurance and Woori FG Savings Bank were selected on December 24, 2013.

On February 24, 2014, a share purchase agreement or SPA was signed with KB Financial Group for Woori Financial, and with Kiwoom Securities for Woori Asset Management. The sale of Woori Financial was completed as of March 20, 2014.

On April 7, 2014, an SPA was signed with Daishin Securities for Woori F&I.

On April 14, 2014, an SPA was signed with NongHyup Financial Group for Woori Investment & Securities, Woori Aviva Life Insurance, and Woori FG Savings Bank.

The Korea Deposit Insurance Corporation (“KDIC”), our majority shareholder, announced the commencement of a sale process of 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. On May 1, 2014, the spin-off was completed.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

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


Items	2014 1Q			2013 ⁽¹⁾			2012⁽¹⁾			2011
Cash and Cash Equivalents		521,171			45,524			236,400			33,538
Loans and Receivables		46,046			34,454			209,199			239,215
Investments in Subsidiaries and Associates		13,763,730			13,763,730			17,976,325			17,825,203
Premises and equipment		260			288			389			515
Intangible Assets		44			44			33			29
Current Tax Assets		43,414			138,005			20,844			—
Deferred Tax Assets		—			—			2,444			2,158
Other Assets		1,720			2,207			970			2,347
Assets Held for Sale		1,307,408			1,555,852
Disposal Group Held for Distribution to Owners		2,441,808			2,441,808
Total Assets		18,125,601			17,981,912			18,446,604			18,103,005
Borrowings		—			—			—			—
Debentures		3,544,490			3,505,025			3,654,276			3,653,968
Net Defined Benefit Liability		330			—			137			—
Current Tax Liabilities		—			—			165,588			201,361
Deferred Tax Liabilities		391,319			375,026			—			—
Other Financial Liabilities		95,451			175,813			53,448			31,796
Other Liabilities		1,391			889			1,479			1,659
Liabilities Directly Associated with Disposal Group held for Distribution To Owners		180,578			180,553			—			—
Total Liabilities		4,213,559			4,237,306			3,874,928			3,888,784
Common Stock		4,030,077			4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			498,407			498,407			309,010
Capital Surplus		109,026			109,026			109,026			109,026
Other Equity		(1,315	)		(1,272	)		(1,467	)		(1,029	)
Retained Earnings		9,275,847			9,108,368			9,935,633			9,767,137
Total Equity		13,912,042			13,744,606			14,571,676			14,214,221


Items	2014 1Q			2013 1Q			2013			2012
Net Interest Income		(39,676	)		(40,704	)		(162,832	)		(172,380	)
Net Fees Income		11,389			12,105			45,924			59,440
Dividend Income		194,527			246,538			254,081			562,272
Reversal of Impairment Loss on Credit Loss		4,626			—			(4,621	)		(1	)
Administrative Expenses		(7,992	)		(10,255	)		(42,080	)		(50,774	)
Operating Income		162,874			207,684			90,472			398,557
Non-Operating Expense		28,209			(691	)		(309,428	)		(1,367	)
Income Before Income Tax		191,083			206,993			(218,956	)		397,190
Net Income		174,776			206,926			(596,363	)		397,336
Total Comprehensive Income		174,733			206,699			(596,168	)		396,898
Earnings Per Share (in Won)		208			248			-776			459

(1)	2014 1Q, 20131Q, 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	2014 1Q			2013⁽¹⁾⁽²⁾			2012⁽¹⁾⁽²⁾		2011
Cash and Cash Equivalents		6,105,842			5,477,649			5,778,390		6,417,964
Financial Assets at Fair Value through Profit or Loss		4,793,222			4,806,197			27,352,216		26,844,973
Available-for-Sale Financial Assets		17,608,805			17,085,448			18,888,923		19,698,348
Held-to-Maturity Financial Assets		13,099,730			12,038,820			18,684,801		20,036,128
Loans and Receivables		208,307,982			211,912,373			250,275,551		235,317,520
Investments in Jointly Controlled Entities and Associates		667,043			617,570			1,037,930		928,233
Investment Properties		339,741			340,620			491,685		498,999
Premises and equipment		2,519,766			2,536,441			3,185,543		3,134,472
Intangible Assets and goodwill		231,857			268,926			433,407		447,891
Assets Held for Sale		587			587			83,347		56,243
Current Tax Assets		47,683			143,101			38,667		57,512
Deferred Tax Assets		185,646			155,256			155,439		79,505
Derivative Assets		143,973			131,410			281,069		326,840
Other Assets		254,033			178,886			414,846		377,062
Disposal Group Held for Sale		31,904,694			34,684,805			—		—
Disposal Group Held for Distribution to Owners		50,448,792			50,312,293			—		—
Total Assets		336,659,396			340,690,382			327,101,814		314,221,690
Financial Liabilities at Fair Value Through Profit or Loss		2,173,742			2,507,248			10,985,765		9,621,546
Deposits		176,589,453			175,323,644			204,209,580		197,378,565
Borrowings		15,192,207			18,231,511			33,479,716		34,667,740
Debentures		22,577,339			21,677,674			27,959,969		29,265,833
Provisions		588,046			684,799			863,658		892,308
Net Defined Benefit Liability		117,246			71,602			166,296		119,704
Current Tax Liabilities		9,648			9,980			178,791		274,257
Deferred Tax Liabilities		19,955			49,105			134,481		270,033
Derivatives Liabilities		97			1,785			38,000		33,493
Other Financial Liabilities		19,658,014			19,914,947			25,544,410		19,023,665
Other Liabilities		444,280			411,278			508,072		570,038
Liabilities Directly Associated with Disposal Group Held for Sale		29,738,204			32,047,626			—		—
Liabilities Directly Associated with Disposal Group Held for Distribution to Owners		47,251,570			46,882,414			—		—
Total Liabilities		314,359,801			317,813,613			304,068,738		292,117,182
Equity Ownership of Controlled Entity		18,159,433			17,847,633			18,695,919		17,555,085
Capital Stock		4,030,077			4,030,077			4,030,077		4,030,077
Hybrid Securities		498,407			498,407			498,407		309,010
Capital Surplus		176,479			176,502			174,044		175,768
Other Equity		(45,015	)		(35,367	)		112,013		563,074
Retained Earnings		13,428,169			13,112,690			13,881,378		12,477,156
Equity Related to Asset Group Held for Sale		32,078			29,820			—		—
Equity Related to Asset Group Held for Distribution to Owners		39,238			35,504			—		—
Non-Controlling Interests		4,140,162			5,029,136			4,337,157		4,549,423
Total Equity		22,299,595			22,876,769			23,033,076		22,104,508
Total Liabilities and Equity		336,659,396			340,690,382			327,101,814		314,221,690
Number of Consolidated Subsidiaries		173			173			166		143


Items	2014 1Q			2013 1Q ⁽¹⁾⁽²⁾			2013 ⁽¹⁾⁽²⁾			2012 ⁽¹⁾⁽²⁾
Operating Income		426,709			167,729			239,567			1,549,507
Net Interest Income		1,088,371			1,102,422			4,492,022			4,847,900
Interest Income		2,282,351			2,415,594			9,493,383			10,891,241
Interest Expense		(1,193,980	)		(1,313,172	)		(5,001,361	)		(6,043,341	)
Net fees and commissions income		234,056			222,813			926,501			1,189,350
Fees and Commissions Income		396,438			384,993			1,565,224			1,686,885
Fees and Commissions Expense		(162,382	)		(162,180	)		(638,723	)		(497,535	)
Dividend Income		53,355			28,346			87,641			101,063
Gain on Financial Instruments at Fair Value through Profit or Loss		2,151			26,463			123,900			(364,894	)
Gain on Available-for-Sale Financial Assets		(53,538	)		(16,533	)		(85,242	)		533,148
Gain on Held-to-Maturity Financial Assets		—			—			—			—
Impairment Losses on Credit Losses		(55,066	)		(477,018	)		(2,277,260	)		(1,799,029	)
Other Net Operating Expenses		(842,620	)		(718,764	)		(3,027,995	)		(2,958,031	)
Non-operating Income		(86,048	)		(5,273	)		48,100			88,413
Share of Profits of Jointly Controlled Entities and Associates		(73,385	)		(5,478	)		(1,277	)		44,515
Other non-operating income		(12,663	)		205			49,377			43,898
Net Income Before Income Tax Expense		340,661			162,456			287,667			1,637,920
Income Tax Expense		79,803			57,303			35,096			356,840
Income of Continuing Operations		260,858			105,153			252,571			1,281,080
Income of Discontinued Operations		113,106			146,063			(966,006	)		566,599
Net Income		373,964			251,216			(713,435	)		1,847,679
Net Income Attributable to Owners		322,777			210,123			(537,688	)		1,633,341
Net Income Attributable to the Non- Controlling Interests		51,187			41,093			(175,747	)		214,338
Other Comprehensive Income		3,641			33,368			(110,347	)		(438,341	)
Remeasurement of the Net Defined Benefit Liability		(28,611	)		(36,954	)		9,217			(51,297	)
Gain (loss) on Available-for-Sale Financial Assets		16,004			37,094			(50,953	)		(349,481	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates		(2,063	)		3,374			(6,375	)		56,855
Gain (loss) on Overseas Business Translation		23,544			41,275			(59,824	)		(107,509	)
Gain on Valuation of Cashflow Hedge		(5,233	)		(11,421	)		(2,412	)		13,091
Total Comprehensive Income		377,605			284,584			(823,782	)		1,409,338
Comprehensive Income Attributed to Owners		320,974			244,625			(623,695	)		1,176,805
Comprehensive Income Attributed to the Non-Controlling Interests		56,631			39,959			(200,087	)		232,533
Earnings from Continuing and Discontinued Operations Per Share (in Won)		391			252			(704	)		1,993
Earnings from Continuing Operations Per Share (in Won)		267			101			165			1,411

(1)

2014 1Q, 2013 1Q, 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 2011, 2012, 2013 and 2014 as applicable, have been restated accordingly.

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2014 1Q	2013	2012
Auditor	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC
Auditor’s Opinion	(1)	Unqualified Opinion	Unqualified Opinion

(1)

In its review report attached to this report, Deloitte Anjin LLC has stated that nothing had come to their attention that caused them to believe that the accompanying consolidated and separate financial statements of the Company as of December 31, 2013 and March 31, 2014 and for the three months ended March 31, 2013 and 2014 do not present fairly in all material respects, the financial position of the Company in accordance with Korean IFRS.

2.	Independent Auditor’s Opinion on Separate Financial Statements of Subsidiaries


Subsidiary	Auditor and Auditor’s Opinion	Reason for Opinion	Effect on Financial Statements
Woori CBV Securities Corporation	E & Y(Qualified Opinion)	Set-off of bad debt allowances	We believe there will be no material effect on the consolidated financial statements of the holding company.

3.	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)
2014 1Q	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		384		1,210
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

(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
2014		Not Applicable in 2014 1Q
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 January 1, 2014 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 January 1, 2014 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 March 31, 2014		(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		596,691		100.0		12,848,076		—			—			—			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		1,443,661		—			—			—			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		953,210		—			—			(11,204	)		75,426		37.9		942,006		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	)		(238,575	)		—			0		0.0		0		3,939,851		54,143
Woori Aviva Life Insurance		7,601		51.6		36,317		—			—			(1,153	)		7,601		51.6		35,164		4,465,602		31
Woori FG Savings Bank		10,320		100.0		53,730		—			—			2,488			10,320		100.0		56,218		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		100.0		773,748		—			—			—			169,266		100.0		773,748		4,679,202		47,998
Woori Investment Bank		139,295		41.6		69,648		—			—			—			139,295		41.6		69,648		1,158,365		(37,303	)
Total		1,149,405				17,739,535		(11,181	)		(238,575	)		(9,869	)		1,138,224				17,491,090		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.

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. The net income amounts for Woori Investment & Securities, Woori Asset Management, and Woori Aviva Life Insurance are calculated from April 2013 to December 2013 due to changes in the fiscal year-end.

4.	Recognized impairment loss of 12,357 million won in 2014 1Q and 306,437 million won in 2013 4Q, and subsequent gain of 2,488 million won on the subsidiaries under the sales process are based on the lesser amount of net fair value or book value.

*	On April 14, 2014, Woori Finance Holdings signed a share purchase agreement to sell its equity stake in Woori Investment & Securities, Woori Aviva Life Insurance, and Woori FG Savings Bank

*	On May 1, 2014, Kwangju Bank and Kyongnam Bank disaffiliated from Woori Finance Holdings as a result of a spin-off

*	On May 2, 2014, Woori Asset Management was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings equity stake in Woori Asset Management

*	On May 7, 2014, Woori F&I was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake in Woori F&I

VI.

Stock Information

1.	Stock Distribution

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


As of March 31, 2014		(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
	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, 2014		(units: shares, %)


No.	Name	Stock				Notes
No.	Name	No. of shares		%		Notes
1	KDIC		459,198,609		56.97
2	National Pension Fund		64,691,866		8.03		(January 3, 2014 basis	)

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		October 2013		November 2013		December 2013		January 2014		February 2014		March 2014
Common Stock	High		13,500		12,850		13,300		13,300		12,400		12,350
	Low		12,000		11,750		11,950		11,800		11,600		11,600
	Average		12,736		12,386		12,553		12,530		11,980		11,988
Monthly Trade Volume	High		3,291,918		3,087,572		2,781,143		2,245,745		3,104,887		2,807,839
	Low		731,770		798,783		570,390		951,805		676,534		693,021
	Average		33,124,811		30,658,917		24,428,654		29,081,229		31,672,463		26,910,197

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		October 2013		November 2013		December 2013		January 2014		February 2014		March 2014
ADR	High		38.09		36.00		38.33		37.61		34.83		34.90
	Low		33.51		33.17		33.91		32.67		32.23		32.49
	Average		35.70		34.81		35.68		34.97		33.56		33.86
Won Con-version	High		40,543		38,171		40,450		39,690		37,188		37,364
	Low		35,872		35,588		35,694		35,418		34,650		34,787
	Average		38,081		36,996		37,701		37,229		35,957		36,256
Monthly Trade Volume	High		15,100		22,100		17,400		11,300		18,400		21,600
	Low		700		1,100		400		800		1,200		2,400
	Monthly Total		113,700		133,000		109,000		96,400		145,200		163,700

VII.

Directors and Employee Information

1.	Directors

As of March 31, 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 March 31, 2014		(units: persons, thousands of Won)

Staff

Average
Tenure
Years

Cumulative
Compensation

Average
Compensation
Per Person

Note

Regular

Contract

Others

Total

—

3 years and 9 months

2,918

*	Excluding three non-registered acting managing directors.

3.	Directors’ Compensation


As of March 31, 2014		(units: persons, thousands of Won)


Items	Number of Persons		Total Compensation		Average Compensation Per Director		Note
Standing Director		1		150		150
Non-standing Directors		—		32		16	Excluding audit committee members
Audit Committee Members		6		70		14	No compensation was provided to one of the members of the Audit Committee

*	Total Compensation: Cumulative basis from January 1 to March 31, 2014

VIII. Related Party Transactions

Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)


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


Name	Relation		Item		Date		Maturity		Rate			Changes
Name	Relation		Item		Date		Maturity		Rate			Beg.		+		-			End
Woori Financial		Subsidiary		Other Loan		2008.12.26		2014.10.19		4.04	%		1,000		—		(1,000	)		0
Total													1,000		—		(1,000	)		0

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

Payment Transactions


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


	Relation		Capital Contribution and Share Disposal
			Types of Shares	Transactions									Notes
Name			Types of Shares	Beginning		Increase		Decrease			Ending		Notes
Woori Bank		Subsidiary	Common stock		596,690,380		—		—			596,690,380
Woori Bank		Subsidiary	Preferred Stock		—		—		—			49,413,851
Kwangju Bank		Subsidiary	Common stock		49,413,851		—		—			58,050,037
Kyongnam Bank		Subsidiary	Common stock		58,050,037		—		—			4,900,000
Woori FIS		Subsidiary	Common Stock		4,900,000		—		—			14,000,000
Woori F&I		Subsidiary	Common Stock		14,000,000		—		—			75,426,214
Woori Investment & Securities		Subsidiary	Common Stock		75,426,214		—		—			6,662,000
Woori Asset Management		Subsidiary	Common Stock		6,662,000		—		—			6,000,000
Woori Private Equity		Subsidiary	Common Stock		6,000,000		—		—			0
Woori Financial		Subsidiary	Common Stock		11,180,630		—		(11,180,630	)		7,601,091
Woori Aviva Life Insurance		Subsidiary	Common Stock		7,601,091		—		—			10,320,000
Woori FG Savings Bank		Subsidiary	Common Stock		10,320,000		—		—			600,000
Woori Finance Research Institute		Subsidiary	Common Stock		600,000		—		—			169,266,200
Woori Card		Subsidiary	Common Stock		169,266,200		—		—			139,295,220
Woori Investment Bank		Subsidiary	Common Stock		139,295,015		—		—			596,690,380
Total					1,149,405,418		—		(11,180,630	)		1,138,224,993

*	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: May 15, 2014	By:	/s/ Seung-Gyu Kim
		(Signature)
		Name: Seung-Gyu Kim
		Title: Executive Vice President