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 November 2013

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 2013 3Q Business Report

2. Exhibit 99.1 Review Report for 2013 3Q (Consolidated)

3. Exhibit 99.2 Review Report for 2013 3Q (Separate)

Summary of 2013 3Q Business Report

Table of Contents



I.	COMPANY OVERVIEW	5

	1. Purpose of the Company	5

	2. History of the Company	6

	3. Capital Structure	18

	4. Total Number of Authorized Shares	19

	5. Voting Rights	20

	6. Dividend Information	20

II.	DESCRIPTION OF BUSINESS	21

	1. Business Overview	21

	2. Overview of Operations	22

	3. Other Information Relevant to Investment Decisions	24

III.	FINANCIAL INFORMATION	29

	1. Condensed Financial Statements (Separate)	29

	2. Condensed Financial Statements (Consolidated)	30

IV.	INDEPENDENT AUDITOR’S OPINION	32

	1. Independent Auditor’s Opinion	32

	2. Compensation to the Independent Auditor for the Past Three Years	32

V.	CORPORATE GOVERNANCE AND AFFILIATED COMPANIES	34

	1. About the Board of Directors	34

	2. Related Companies	38

	3. Investments in Other Companies	39

VI.	STOCK INFORMATION	40

	1. Stock Distribution	40

	2. Stock Price and Stock Market Performance for the Past Six Months	40



VII.	DIRECTORS AND EMPLOYEE INFORMATION	42

	1. Directors	42

	2. Employee Status	42

	3. Directors’ Compensation	42

VIII.	RELATED PARTY TRANSACTIONS	43

	1. Transactions with Affiliated Parties	43

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

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

I.	Company Overview

1.	Purpose of the Company

a.	Scope of Business

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

(1)

Corporate Management

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

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

Formulation of corporate governance structures of the subsidiaries;

Inspection of operation and assets of the subsidiaries; and

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

(2)

Corporate Management Support Activities

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

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

Activities ancillary to the above items.

b.	Scope of Business of Subsidiaries

(1)

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

Banking business as prescribed by the Banking Act;

Trust business;

Foreign exchange business; and

Other authorized businesses.

(2)

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

(3)

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

(4)

Woori Financial: consumer finance business.

(5)

Woori Card: credit card business

(6)

Woori FG Savings Bank: consumer savings banking business.

(7)

Woori Investment Bank: merchant banking business

(8)

Woori F&I: securitization business.

(9)

Woori Asset Management: asset management business.

(10)

Woori Private Equity: private equity business.

(11)

Woori FIS: finance-related IT services.

(12)

Woori Finance Research Institute: research relating to finance and banking

2.	History of the Company

a.	Company History

(1)

Background: Major developments.



March 27, 2001		Woori Finance Holdings was incorporated

April 2, 2001		Commenced commercial operations

June 24, 2002		Became listed on the Korea Exchange

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

March 30, 2004		Appointment of new management

March 31, 2004		Woori Card merged into Woori Bank

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

March 30, 2007		Appointment of new management

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

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

June 27, 2008		Appointment of new management

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



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

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

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

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

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

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

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

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

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

June 14, 2013		Appointment of new management

June 21, 2013		Acquired Kumho Investment Bank as a subsidiary upon our acquisition of a [41.6]% equity stake

Spin-Off of the Company

On August 27, 2013, the Board of Directors of the Company resolved to approve the proposed plan (the “Spin-off Plan”) to establish two new companies through a spin-off of the businesses of Woori Finance Holdings related to holding of the shares and thereby controlling the business operations of Kwangju Bank and Kyongnam Bank (the “Spin-off”).

For additional information regarding the Spin-off Plan, see the Company’s report on Form 6-K containing a report of a material event (Approval of Spin-off Plan), including the spin-off plan set forth in Exhibit 99.2 thereto, filed with the SEC on August 27, 2013, and the Company’s report on Form 6-K containing a preliminary information statement relating to the Spin-off, filed with the SEC on November 6.

3)	The Spin-off Plan is subject to the approval of the shareholders of Woori Finance Holdings and may also change in accordance with applicable laws and regulations or the terms of applicable governmental approvals or based upon consultation with relevant authorities.

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 September 30, 2013


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	14 companies
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	Woori Financial
	Woori Card
	Woori Aviva Life Insurance
	Woori FG Savings Bank
	Woori Investment Bank
	Woori F & I
	Woori Asset Management
	Woori FIS
	Woori Private Equity
	Woori Finance Research Institute

2^nd Tier Subsidiaries	Woori Credit Information	Woori Bank	70 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 Fourth 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.


Type	Name of Company	Controlling Company	Notes
	WR Investment America LLC
	Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.
	Woori EA Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty First Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd.
	Woori EA Twelveth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd
	Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd
	Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd
	Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty First Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Fourth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Fifth Asset Securitization Specialty Co., Ltd
	Woori F&I Thirty Sixth Asset Securitization Specialty Co., Ltd
	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

	POSCO Woori EIG Global Private Equity Fund	Woori Asset Management

	Woori Private Equity Fund	Woori Private Equity
	Woori Blackstone Korea Opportunity Private Equity Fund No. 1
	Woori Columbus Private Equity Fund No. 1

	Woori Futures	Woori Investment & Securities
	Woori Investment & Securities International Ltd.
	Woori Investment & Securities (HK) Ltd.
	Woori Investment & Securities America Inc.
	Mars Private Equity Fund No. 2
	Woori Investment Asia Pte. Ltd.
	Woori Absolute Partners PTE, Ltd.
	Woori Absolute Global Opportunity Fund
	Woori Korindo Securities Indonesia
	LG Investment Holdings B.V. GG
	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)

	Two Eagles KIB LLC	Woori Investment Bank

3^rd Tier Subsidiary	Two Eagles LLC	Two Eagles KIB LLC	1 company

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

*	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^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 October 2, 2013, Kumho Investment Bank’s company name was changed to Woori Investment Bank.

c.	Consolidated Subsidiaries


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Woori Bank	Banking		242,667,808
Kwangju Bank	Banking		18,297,125
Kyongnam Bank	Banking		28,900,360
Woori Investment & Securities	Securities		24,211,585
Woori Financial	Other Financial		3,537,592
Woori Card	Credit Finance		—
Woori FG Savings Bank	Banking		1,598,619
Woori Investment Bank (former Kumho Investment Bank)	Merchant Banking		1,412,550
Woori F&I	Other Financial		1,600,095
Woori Asset Management	Collective Investment		80,095
Woori FIS (former Woori Finance Information System)	Financial Information Technology		334,878
Woori Private Equity	Other Financial		40,793
Woori Finance Research Institute	Other Financial		4,156
Woori Heritage Long Short Private Equity Investment Trust No. 1	Other Financial		11,336
Woori CS Ocean Bridge 7 ^th	Other Financial		126
Woori CS Ocean Bridge 9^th	Other Financial		884
Woori CS Global Emerging Milestone 1^st	Other Financial		27,048
Woori Credit Information	Debt Collection and Credit Rating		30,917
Woori America Bank	Banking		1,078,995
P.T. Bank Woori Indonesia	Banking		662,720
Woori Global Markets Asia Ltd.	Banking		181,104
Woori Bank (China) Limited	Banking		3,036,392
ZAO Woori Bank	Banking		214,258
Woori Bank Brasil	Banking		22,336
Korea BTL Infrastructure Fund	Other Financial		584,144
Woori Fund Service Co., Ltd.	Other Financial		2,952
Kumho Trust 1st Co., Ltd.	Other Financial		80,942
Woori IB Global Bond Co., Ltd	Other Financial		213,745
Connsus Eighth Co., Ltd.	Other Financial		12
Asiana Saigon Co., Ltd.	Other Financial		52,947
An-Dong Raja 1st Co., Ltd.	Other Financial		12,800
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd	Other Financial		84,560
Hermes STX Co., Ltd.	Other Financial		30,550
BWL First Co., LLC	Other Financial		80,029
Woori Poongsan Co., Ltd	Other Financial		41,575
Pyeongtaek Ocean Sand Co., Ltd.	Other Financial		44,539
Heights Third Co., Ltd	Other Financial		8,039
Jeonju Poomglim iWant	Other Financial		203
Wonju Poomglim iWant	Other Financial		9
Deogi Dream Fourth Co., Ltd	Other Financial		351
Guam Emerald Ocean View	Other Financial		535


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Heoreum Short-Term 15^th	Other Financial		58
G5 Pro Short-Term 13^th	Other Financial		588
G6 First Class Mid-Term E-20	Other Financial		1
G15 First Class Mid-Term C-1	Other Financial		4
D First Class Mid-term C-151	Other Financial		3
Woori Milestone Private Real Estate Fund 1^st	Other Financial		6,975
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		56,411
Woori Partner Plus Private Equity Securities 4^th	Other Financial		415,544
Hanwha Smart Private Equity Trust No. 50 (Bond)	Other Financial		51,044
Phoenix Private Bond Investment Trust 13^th	Other Financial		50,118
Hanwha Private Equity Securities Investment Trust 43^rd	Other Financial		54,111
Hyundai Platinum Private Equity Securities W-2	Other Financial		—
KTB Safe Private Equity Securities 77^th	Other Financial		—
Woori Partner Plus Private Equity Securities 12^th	Other Financial		—
KDB Private Equity Investment Trust WB-5	Other Financial		—
Shinhan BNP Corporate Private Equity Investment Trust 27^th	Other Financial		—
Yuri WB Private Equity Securities 5^th (Bond)	Other Financial		—
Kyobo Axa Tomorrow Private Equity Securities 25^th	Other Financial		—
Mirae Asset Triumph Private Equity Securities 15^th	Other Financial		—
Yuri WB Private Equity Securities 6^th (Bond)	Other Financial		—
Meritz Prime Private Equity Securities 93^rd	Other Financial		—
Kyobo Axa Tomorrow Private Equity Securities 26^th	Other Financial		—
Mirae Asset Triumph Private Equity Securities 17^th	Other Financial		—
Hanwha Private Equity Securities Investment Trust 57^th	Other Financial		—
Hyundai Platinum Private Equity Securities W-3	Other Financial		—
Phoenix Sky Private Equity Securities 15^th	Other Financial		—
Samsung Plus Private Equity Securities 24^th	Other Financial		—
HDC Private Equity Securities Investment Trust 10th	Other Financial		—
ING Lion Private Equity Securities 47th	Other Financial		—
LS Leading Solution Private Equity Securities 126th Bond)	Other Financial		—
Shinhan BNP Corporate Private Equity Securities 32nd	Other Financial		—
Hyundai Advantage Private Equity Securities 17th	Other Financial		—
Mirae Asset Triumph Private Equity Securities 21st	Other Financial		—
Meritz Prime Private Equity Securities 95th	Other Financial		—
Hi Good Choice Private Equity Securities 8th	Other Financial		—
HDC Private Equity Securities Investment Trust 11th	Other Financial		—
Woori Partner Plus Private Equity Securities 13th	Other Financial		—
Woori Bank Principal Protected Trust	Other Financial		1,359,282
Heungkuk Hiclass 9^th	Other Financial		3,394
Tongyang High Plus Securities Investment Trust N-27^th	Other Financial		10,016
Mirae Asset Triumph Private Equity Investment Trust 11^th	Other Financial		—
Woori Frontier Short Term Private Equity Securities Investment Trust G-3	Other Financial		—
Hybrid 1st Specialty Inc.	Other Financial		342,697
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd.	Other Financial		8,898
Kwangju Bank Principal Protected Trust	Trust		10,835
KTB Market Alpha Private Equity Securities Investment Trust 30-2(Bond Mixed Type)	Other Financial		10,880
Mirae Asset Columbus Private Equity Investment Trust 43^rd (Bond Mixed Type)	Other Financial		10,375
Tongyang High Plus Securities Investment Trust N-28 (Bond)	Other Financial		—
Bearing New Besta Private Equity Securities Investment Trust 9^th (Bond)	Other Financial		—
Woori Frontier Private Equity Securities Investment Trust 4^th (Bond)	Other Financial		—
Yuri Balance Private Equity Securities Investment Trust 11^th (Bond Mixed Type)	Other Financial		—
Shinyoung Private Equity Securities Investment Trust KN-1 (ELS-Derivative Type)	Other Financial		—
Daeshin Balance Private Equity Securities Investment Trust 51^st (Bond Mixed Type)	Other Financial		—
Shinyoung Private Equity Securities Investment Trust KN-2 (ELS-Derivative Type)	Other Financial		—


Name of Company	Business Activities	Total Assets (2012) (unit: in millions of Won)
Hyundai Smart Dream Private Equity Securities 9^th (Bond Mixed Type)	Other Financial		—
Consus 6th Co., LLC	Other Financial		9
Kyongnam Bank Principal Protected Trust	Trust		56,742
Woori Futures	Futures		409,193
Woori Investment Securities International Ltd.	Securities		2,067
Woori Investment & Securities (HK) Ltd.	Securities		140,349
Woori Investment Securities America	Securities		6,467
MARS Second Private Equity Fund	Other Financial		231,863
Woori Investment Asia Pte. Ltd.	Securities		46,903
Woori Absolute Partners PTE Ltd.	Other Financial		3,880
Woori Absolute Asia Global Opportunity Fund	Other Financial		7,790
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		30,612
Woori Korindo Securities Indonesia	Securities		33,123
Woori CBV Securities Corporation	Securities		8,300
Woori Absolute Return Investment Strategies fund	Other Financial		33,326
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		2,391
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		96,280
Woori Giant First Co., Ltd	Other Financial		96,280
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd	Other Financial		1,535
G3 Pro Short-term 13	Beneficiary Certificates		86
G4 Pro Short-term 13	Beneficiary Certificates		42
Woori Investment & Securities Principal Protected Trust	Trust		27,482
Woori AMC	Other Financial		20,838
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		14,560
Woori SB Tenth Asset Management Co., Ltd.	Other Financial		18,647
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		320
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		3,401
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		3,652
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		7,909
Woori EA Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		9,320
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		3,204
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		3,870
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		13,892
WR Investment America LLC	Other Financial		18,915
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		31,034
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		8,412
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		4,098
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		8,119
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial		71,265
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial		17,100
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial		22,068
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial		55,350
Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		88,099
Woori EA Twelveth Asset Securitization Specialty Co., Ltd.	Other Financial		60,249
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		47,452
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial		91,370
Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.	Other Financial		61,942
Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial		88,425
Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		104,191
Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		72,858
Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.	Other Financial		59,652
Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial		124,348
Woori F&I Thirtieth Asset Securitization Specialty Co., Ltd.	Other Financial		138,623
Woori F&I Thirty First Asset Securitization Specialty Co., Ltd.	Other Financial		107,000
Woori F&I Thirty Second Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Thirty Third Asset Securitization Specialty Co., Ltd.	Other Financial		—


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

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 September 30, 2013		(unit: shares)


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

b.	Treasury Stock


As of September 30, 2013		(unit: shares)

Acquisition

Method

Type of Stock

Beg.

Acquired

Disposal

Canceled

End

Remarks

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

Common Preferred

Direct purchase other than under Sub-section 1, section 165-2 of the Financial Investment Services and Capital Markets Act

Common Preferred

2,000

Subtotal

Common Preferred

2,000

Indirect acquisition from trust agreement

Common Preferred

Total

Common Preferred

2,000

5.	Voting Rights


As of September 30, 2013		(unit: shares)


Items		Number of stock		Notes
Total number of shares	Common Shares Preferred Shares		806,015,340
Stocks without voting rights	Common Shares 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 Preferred Shares		806,013,340

6.	Dividend Information

a.	Dividend information for the past three years


Items		2012		2011		2010
Par value per share (Won)			5,000		5,000		5,000
Net profit (Won in Millions)			1,583,580		2,136,828		1,288,856
Earnings per share (Won)			1,965		2,651		1,599
Total cash payout (Won in Millions)			201,503		201,503		201,503
Total stock dividends (Won in Millions)
Cash dividend payout ratio (%)			12.72		9.43		15.63
Cash dividend yield (%)	Common Shares Preferred Shares		2.1		2.6		1.6
Stock dividend yield (%)	Common Shares Preferred Shares
Cash dividend per share (Won)	Common Shares Preferred Shares		250		250		250
Stock dividend per share (Won)	Common Shares Preferred Shares

II.

Description of Business

1.	Business Overview

a.	Business Overview

(As of September 30, 2013)


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

2.	Overview of Operations

a.	Performance of Operations

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

b.	Financing of Operations

(1)

Source of Funds

(unit: in millions of Won)


		2013 3Q				2012				Change
		Avg. Balance		%		Avg. Balance		%		Avg. Balance			%
Won Currency	Deposits		1,918,395		57.95		1,883,597		58.88		34,798			(0.93	)
	CD		28,232		0.85		16,254		0.51		11,978			0.34
	Borrowings		272,230		8.22		242,556		7.58		29,674			0.64
	Call Money		23,031		0.70		31,929		1.00		(8,898	)		(0.30	)
	Others		534,007		16.13		477,072		14.91		56,935			1.22
	Sub-Total		2,775,895		83.85		2,651,408		82.88		124,487			0.97
Foreign Currency	Deposits		113,809		3.44		112,283		3.51		1,526			(0.07	)
	Borrowings		110,369		3.34		130,917		4.09		(20,548	)		(0.75	)
	Debentures		52,366		1.58		54,464		1.70		(2,098	)		(0.12	)
	Others		12,834		0.38		13,354		0.42		(520	)		(0.04	)
	Sub-Total		289,378		8.74		311,018		9.72		(21,640	)		(0.98	)
Others	Total Capital		234,319		7.08		226,238		7.07		8,081			0.01
	Reserves		10,866		0.33		10,619		0.33		247			0.00
	Others		0		0.00		0		0.00		0			0.00
	Sub-Total		245,185		7.41		236,857		7.40		8,328			0.01
Source of Funds Total			3,310,458		100.00		3,199,283		100.00		111,175			0.00

*	Consolidated basis.

(unit: in millions of Won)


Items	2013 3Q			2012			2011
Shareholders’ Equity		14,454,093			14,571,676			14,214,221
Capital		4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			498,407			309,010
Capital Surplus		109,026			109,026			109,025
Retained Earnings		9,818,264			9,934,180			9,766,123
Capital Adjustments		(1,681	)		(14	)		(14	)
Borrowings		4,183,248			3,874,928			3,888,783
Debentures		4,004,670			3,654,276			3,653,968
Bank Borrowings		—			—			—
Commercial Paper		—			—			—
Other Borrowings		—			—			—
Other Liabilities		178,578			220,652			234,815
Total		18,637,341			18,446,604			18,103,004

*	Separate basis.

(2)	Use of Funds

(unit: in millions of Won)


		2013 3Q						2012						Change
		Avg. Balance			%			Avg. Balance			%			Avg. Balance			%
Won Currency	Deposits		148,493			4.49			159,385			4.98			(10,892	)		(0.49	)
	Securities		578,331			17.47			575,475			17.99			2,856			(0.52	)
	Loans		1,961,863			59.26			1,844,974			57.67			116,889			1.59
	Call Loans		17,389			0.52			8,047			0.25			9,342			0.27
	Private placement bonds		12,103			0.37			15,376			0.48			(3,273	)		(0.11	)
	Credit Card		42,742			1.29			43,676			1.37			(934	)		(0.08	)
	Others		225,127			6.80			209,096			6.54			16,031			0.26
	Loan loss reserves		(34,850	)		(1.05	)		(34,445	)		(1.08	)		(405	)		0.03
	Sub-Total		2,951,198			89.15			2,821,584			88.20			129,614			0.95
Foreign Currency	Deposits		33,695			1.02			35,257			1.10			(1,562	)		(0.08	)
	Securities		13,914			0.42			10,905			0.34			3,009			0.08
	Loans		184,274			5.57			200,514			6.27			(16,240	)		(0.70	)
	Bills bought		51,828			1.57			54,821			1.71			(2,993	)		(0.14	)
	Others		6,154			0.18			7,342			0.23			(1,188	)		(0.05	)
	Sub-Total		289,865			8.76			308,839			9.65			(18,974	)		(0.89	)
Others	Cash		37,530			1.13			37,242			1.16			288			(0.03	)
	Tangible Assets		31,865			0.96			31,618			0.99			247			(0.03	)
	Others		0			0.00			0			0.00			0			0.00
	Sub-Total		69,395			2.09			68,860			2.15			535			(0.06	)
Use of Funds Total			3,310,458			100.00			3,199,283			100.00			111,175			0.00

*	Consolidated basis.

(unit: in millions of Won)


Items	2013 3Q		2012		2011
Subsidiary Stock		18,045,972		17,976,325		17,825,203
Woori Bank		12,848,076		13,621,824		13,621,824
Kyongnam Bank		1,443,661		1,443,661		1,443,661
Kwangju Bank		976,291		976,291		976,291
Woori FIS		35,013		35,013		15,013
Woori F&I		206,563		206,563		206,563
Woori Investment & Securities		1,036,749		1,036,749		1,036,749
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		34,246		34,246		34,246
Woori Financial		238,575		238,575		207,346
Woori Aviva Life Insurance		102,946		102,946		106,053
Woori FG Savings Bank		210,000		210,000		110,000
Woori Finance Research Institute		3,000		3,000
Woori Card		773,748		—		—
Woori Investment Bank		69,648		—		—
Investment Securities		—		—		—
Loan Obligations		997		995		996
Tangible Assets		315		389		515
Intangible Assets		46		33		29
Cash		439,170		236,400		33,538
Other Assets		150,841		232,462		242,723
Total		18,637,341		18,446,604		18,103,004

*	Separate basis.

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2013 3Q⁽¹⁾			2012⁽¹⁾			2011⁽¹⁾
Current Assets (A)		260,373			222,671			33,591
Current Liabilities (B)		179,164			33,580			11,300
Current Ratio⁽²⁾ (A/B)		145.33	%		663.11	%		297.28	%

(1)	Separate basis.

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

Debt Ratio

(unit: in millions of Won)


Items	2013 3Q			2012			2011
Liabilities (A)		4,183,248			3,874,928			3,888,783
Equity (B)		14,454,093			14,571,676			14,214,221
Debt Ratio (A/B)		28.94	%		26.59	%		27.36	%

*	Separate basis.

BIS Ratio

(unit: in millions of Won)


Items	2013 3Q			2013 3Q			2012			2011
Total Capital (A)		220,180,936			219,098,944			26,989,716			25,668,548
Risk weighted assets (B)		27,977,930			27,832,900			210,397,222			208,069,221
BIS Ratio (A/B)		12.71	%		12.70	%		12.83	%		12.34	%

*	2013 3Q figures are preliminary

b.	Credit Ratings for the Past Three Years

Date of Rating

Evaluated Securities

Credit

Rating

Company

(Ratings Range)

Evaluation

Category

2008.04.03

2008.06.12

2008.06.16

2008.09.12

2008.09.16

2008.12.02

2009.03.13

2009.06.30

2009.11.05

2010.05.10

2010.07.23

2010.10.28

2011.02.14

2011.03.02

2011.03.03

2011.05.12

2011.08.11

2011.10.19

2011.11.14

2012.01.30

2012.02.28

2012.06.13

2012.08.06

2012.10.17

2013.02.26

2013.07.15

2013.09.23

Debentures

Hybrid

Debentures

Hybrid

Debentures

Debentures (Subordinate)

AAA

AA+

KIS Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

Case evaluation

c.	30 Largest Exposures by Borrower


(As of September 30, 2013)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		20,350		23,918		44,267
Korea Finance Corporation		199		22,170		22,369
Korea Housing Finance Corporation		—		18,774		18,774
Korea Development Bank		—		15,056		15,056
Samsung Heavy Industries		11,216		440		11,656
Hyundai Heavy Industries		9,606		547		10,153
Industrial Bank of Korea		—		10,024		10,024
Small & Medium Business Corporation		—		9,453		9,453
Export-Import Bank of Korea		—		7,705		7,705
National Federation of Fisheries Cooperatives		—		7,471		7,471
Korea Deposit Insurance Corporation		—		7,367		7,367
KB Kookmin Bank		3,354		3,401		6,755
SPP Shipbuilding		6,660		—		6,660
DSME		6,289		121		6,410
Korea BTL Infrastructure Fund		—		6,336		6,336
Samsung Electronics		5,977		273		6,250
Hyosung		5,517		20		5,537
Korea Water Resources Corporation		7		5,404		5,411
Kumho Tire		4,408		951		5,359
Doosan Infracore		4,122		1,171		5,293
SH Corporation		299		4,869		5,169
Gajeul New Town Zone 4 Redevelopment Project		5,119		—		5,119
LG Chem		4,836		75		4,910
KEPCO		400		4,480		4,880
Korean Air		4,636		236		4,872
Sungdong Shipbuilding & Marine		4,722		—		4,722
S-OIL		4,572		141		4,713
Hyundai Securities (MMW)		—		4,709		4,709
Korea Expressway Corporation		—		4,603		4,603
Korea Rail Network Authority		24		4,530		4,554
Total		102,312		164,246		266,557

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

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

*	Corporate borrowers only

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


(As of September 30, 2013)		(unit: in hundred millions of Won)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Shipbuilding		6,660		5,468		2,699
B	Shipbuilding		3,800		3,800		1,017
C	Shipbuilding		4,722		3,362		2,060
D	Wholesale & Retail		2,821		2,626		2,572
E	Construction		2,390		2,390		1,389
F	Manufacturing		1,309		1,309		133
G	Manufacturing		1,186		1,186		11
H	Real Estate & Leasing		1,074		1,074		228
I	Shipbuilding		932		930		646
J	Manufacturing		829		829		55
K	Transportation		805		805		720
L	Real Estate & Leasing		750		750		337
M	Real Estate & Leasing		734		734		427
N	Manufacturing		632		621		243
O	Real Estate & Leasing		600		600		1
P	Manufacturing		584		584		33
Q	Construction		580		580		64
R	Construction		568		568		449
S	Sports & Leisure		537		537		296
T	Shipbuilding		523		517		476
Total			32,035		29,269		13,855

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

*	Corporate borrowers only

e.	Recent Developments

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

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

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

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.

KDIC, our majority shareholder, announced the commencement of a sale process for its equity interest in Kwangju Bank and Kyongnam Bank on July 15, 2013, and Woori Finance Holdings announced the the commencement of a sale process of its equity interest in the investment and securities group on August 16, 2013.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

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


Items	2013 3Q⁽¹⁾			2012⁽¹⁾			2011			2010
Cash and Cash Equivalents		439,170			236,400			33,538			65,345
Loans and Receivables		33,913			209,199			239,215			155,209
Investments in Subsidiaries and Associates		18,045,972			17,976,325			17,825,203			17,383,228
Premises and equipment		315			389			515			593
Intangible Assets		46			33			29			35
Current Tax Assets		116,089			20,844			—			—
Deferred Tax Assets		—			2,444			2,158			1,128
Other Assets		1,836			970			2,347			3,370
Total Assets		18,637,341			18,446,604			18,103,005			17,608,908
Borrowings		—			—			—			—
Debentures		4,004,670			3,654,276			3,653,968			3,654,844
Retirement Benefit Obligation		886			137			—			—
Current Tax Liabilities		—			165,588			201,361			124,078
Deferred Tax Liabilities		26,018			—			—			—
Other Financial Liabilities		150,042			53,448			31,796			23,889
Other Liabilities		1,632			1,479			1,659			1,926
Total Liabilities		4,183,248			3,874,928			3,888,784			3,804,737
Common Stock		4,030,077			4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			498,407			309,010			—
Capital Surplus		109,026			109,026			109,026			109,025
Other Equity		(1,681	)		(1,467	)		(14	)		(18	)
Retained Earnings		9,818,264			9,935,633			9,766,122			9,665,087
Total Equity		14,454,093			14,571,676			14,214,221			13,804,171

Items	2013 3Q⁽¹⁾			2012 3Q⁽¹⁾			2012			2011
Net Interest Income		(121,683	)		(130,503	)		(172,379	)		(214,309	)
Net Fees Income		35,366			43,653			59,439			57,852
Dividend Income		254,081			562,272			562,272			516,008
Reversal of Impairment Loss on Credit Loss		2			—			—			1
Administrative Expenses		(32,268	)		(40,215	)		(51,352	)		(49,792	)
Operating Income		135,498			435,207			397,980			309,760
Non-Operating Expense		(824	)		731			(1,368	)		(6,310	)
Income Before Income Tax		134,674			435,938			396,612			303,450
Net Income		106,144			435,816			396,898			304,480
Total Comprehensive Income		105,930			435,431			396,898			304,480
Earnings Per Share (in Won)		104			516			459			375

(1)	2013 3Q 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 and 2012 3Q, as applicable, have been restated accordingly.

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2013 3Q⁽¹⁾⁽²⁾		2012⁽¹⁾⁽²⁾		2011		2010
Cash and Cash Equivalents		6,683,413		5,778,390		6,417,123		4,871,109
Financial Assets at Fair Value through Profit or Loss		26,914,498		27,352,216		25,600,231		22,183,761
Available-for-Sale Financial Assets		20,166,816		18,888,923		19,671,924		21,997,884
Held-to-Maturity Financial Assets		15,825,213		18,684,801		20,036,128		19,885,559
Loans and Receivables		257,011,286		250,275,551		235,159,956		216,791,805
Investments in Jointly Controlled Entities and Associates		1,001,161		1,037,930		928,233		744,844
Investment Properties		475,421		491,685		498,999		643,271
Premises and equipment		3,184,374		3,185,543		3,134,472		3,097,378
Intangible Assets and goodwill		429,650		433,407		447,891		295,136
Current Tax Assets		138,977		38,667		56,570		9,568
Deferred Tax Assets		154,917		155,439		79,980		58,705
Derivative Assets		217,223		281,069		326,840		131,511
Assets Held for Sale		104,663		83,347		56,243		87,926
Other Assets		495,502		414,846		377,059		378,861
Total Assets		332,803,114		327,101,814		312,791,649		291,177,318
Financial Liabilities at Fair Value Through Profit or Loss		12,844,117		10,985,765		9,621,546		8,838,281
Deposits		208,401,510		204,209,580		195,930,482		185,427,625
Borrowings		32,509,845		33,479,716		34,666,709		34,265,662
Debentures		28,194,725		27,959,969		29,265,833		29,110,640
Provisions		871,328		863,658		892,308		761,055
Retirement Benefit Obligations		151,817		166,296		119,704		69,949
Current Tax Liabilities		7,346		178,791		274,257		173,960
Deferred Tax Liabilities		283,842		134,482		260,431		212,534
Derivatives Liabilities		21,294		38,000		33,493		5,339
Other Financial Liabilities		25,217,249		25,544,410		19,083,709		11,648,328
Other Liabilities		514,193		508,071		569,783		399,191
Total Liabilities		309,017,266		304,068,738		290,718,255		270,912,564
Equity Ownership of Controlled Entity		18,802,185		18,695,919		17,523,998		15,701,540
Capital Stock		4,030,077		4,030,077		4,030,077		4,030,077
Hybrid Securities		498,407		498,407		309,010		—
Capital Surplus		179,970		174,044		175,768		180,105
Other Equity		28,123		112,013		586,421		1,002,019
Retained Earnings		14,065,608		13,881,378		12,422,722		10,489,339
Non-Controlling Interests		4,983,663		4,337,157		4,549,396		4,563,214
Total Equity		23,785,848		23,033,076		22,073,394		20,264,754
Total Liabilities and Equity		332,803,114		327,101,814		312,791,649		291,177,318
Number of Consolidated Subsidiaries		167		166		143		148


Items	2013 3Q⁽¹⁾⁽³⁾			2012 3Q⁽¹⁾⁽³⁾			2012⁽¹⁾⁽³⁾			2011⁽¹⁾⁽³⁾
Operating Income		751,455			2,176,513			2,228,571			3,085,708
Net Interest Income		4,634,624			4,930,859			6,521,039			6,551,741
Interest Income		9,642,246			10,871,518			14,273,918			14,332,192
Interest Expense		(5,007,622	)		(5,940,659	)		(7,752,879	)		(7,780,451	)
Net fees and commissions income		1,080,117			1,322,734			1,749,554			1,908,146
Fees and Commissions Income		1,679,022			1,813,565			2,413,230			2,487,088
Fees and Commissions Expense		(598,905	)		(490,831	)		(663,676	)		(578,942	)
Dividend Income		116,715			134,693			163,125			203,005
Gain on Financial Instruments at Fair Value through Profit or Loss		150,252			(60,930	)		(293,469	)		119,403
Gain on Available-for-Sale Financial Assets		(3,409	)		522,475			566,161			1,072,877
Gain on Held-to-Maturity Financial Assets		—			—			10			82
Impairment Losses on Credit Losses		(1,992,883	)		(1,647,720	)		(2,121,102	)		(2,268,927	)
Other Net Operating Expenses		(3,233,961	)		(3,025,598	)		(4,356,747	)		(4,500,619	)
Non-operating Income		40,780			2,408			62,693			91,665
Share of Profits of Jointly Controlled Entities and Associates		13,240			50,742			68,667			16,700
Other non-operating income		27,540			(48,334	)		(5,974	)		74,965
Net Income Before Income Tax Expense		792,235			2,178,921			2,291,264			3,177,373
Income Tax Expense		(267,243	)		(505,552	)		(493,389	)		(744,093	)
Net Income		524,992			1,673,369			1,797,875			2,433,280
Net Income Attributable to Owners		407,841			1,493,434			1,583,580			2,136,828
Net Income Attributable to the Non- Controlling Interests		117,151			179,935			214,295			296,452
Other Comprehensive Income		(101,827	)		(291,608	)		(387,788	)		(385,374	)
Gain on Available-for-Sale Financial Assets		(71,969	)		(250,053	)		(350,226	)		(374,877	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates		(8,815	)		62,611			56,856			(37,602	)
Gain (loss) on Overseas Business Translation		(25,787	)		(57,533	)		(107,509	)		24,591
Gain on Valuation of Cashflow Hedge		(8,947	)		5,842			13,091			2,514
Total Comprehensive Income		423,165			1,381,761			1,410,087			2,047,906
Comprehensive Income Attributed to Owners		322,870			1,185,207			1,177,633			1,729,658
Comprehensive Income Attributed to the Non-Controlling Interests		100,295			196,554			232,454			318,248
Earnings per Share (in Won)		479			1,828			1,931			2,649

(1)

2013 3Q 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 and 2012 3Q, as applicable, have been restated accordingly.

(2)

Beginning with the period ended June 30, 2013, the Company has reclassified special reserves for principal guaranteed trusts from a liability item under other financial liabilities to an equity item under retained earnings Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2012 and 2012 3Q, as applicable, have been restated accordingly.

(3)

Beginning with the period ended June 30, 2013, the Company has reclassified certain of the Company’s credit card commissions from interest income to fees income Company (as described in the footnotes to the accompanying financial statements of the Company). Results for 2010, 2011, 2012 and 2012 3Q, as applicable, have been restated accordingly.

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2013 3Q	2012	2011
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 has come to their attention that causes them to believe that the accompanying consolidated and separate financial statements of the Company as of December 31, 2012 and September 30, 2013 and for the nine months ended September 30, 2012 and 2013 do not present fairly in all material respects, in accordance with Korean IFRS.

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

a.	Auditing Service

(units: in millions of Won, hours)


Year	Auditor	Activity	Compensation⁽¹⁾		Accrued Time (hrs)
2013 3Q	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		454		5,785
2012	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		440		8,848
2011	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		426		9,409

(1)	On an annual basis.

b.	Compensation for Services Other than the Audit

(unit: in millions of Won)


Year	Contract Date		Activity	Period		Comp.		Note
2013 3Q		2013.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2013.07~2014.04 2013.07~2013.08 2013.02~2014.04		1,405 36		—
2012		2012.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2012.07~2013.04 2012.07~2012.08 2013.02~2013.03		1,358 35		—
2011		2011.06.27 2011.04.30	PCAOB and SOX Auditing Corporate tax reconciliation		2011.07~2012.04 2011.07~2011.08 2012.02~2012.03		1,266 35		—

V.	Corporate Governance and Affiliated Companies

1.	About the Board of Directors

Composition of our board of directors

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


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

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

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

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

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

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

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

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

After the extraordinary shareholders’ meeting on June 14, 2013


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

Committees under the Board of Directors

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

(a)

Management Committee

(b)

Business Development and Compensation Committee

(c)

Risk Management Committee

(d)

Standing Directors Committee

(e)

Ethics Committee

(f)

Outside Directors Recommendation Committee

(g)

MOU Evaluation Committee

(h)

Audit Committee

(i)

Audit Committee Member Candidate Recommendation Committee

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


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

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

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

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

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

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

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

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

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

After the extraordinary shareholders’ meeting on June 14, 2013


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.

2.	Related Companies

LOGO

3.	Investments in Other Companies


As of September 30, 2013		(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		(169,266	)		(773,748	)		—		596,690		100.0		12,848,076		248,546,643		1,496,246
Kwangju Bank		49,413		100.0		976,291		—			—			—		49,413		100.0		976,291		18,626,090		136,841
Kyongnam Bank		58,050		100.0		1,443,662		—			—			—		58,050		100.0		1,443,662		28,945,769		180,716
Woori FIS		4,900		100.0		35,013		—			—			—		4,900		100.0		35,013		334,878		-5,164
Woori F&I		14,000		100.0		206,563		—			—			—		14,000		100.0		206,563		1,748,298		46,202
Woori Investment & Securities		75,426		37.9		1,036,749		—			—			—		75,426		37.9		1,036,749		27,228,084		87,695
Woori Asset Management		6,662		100.0		67,456		—			—			—		6,662		100.0		67,456		80,173		855
Woori Private Equity		6,000		100.0		34,246		—			—			—		6,000		100.0		34,246		1,559,356		2,919
Woori Financial		11,181		52.0		238,575		—			—			—		11,181		52.0		238,575		3,537,592		53,744
Woori Aviva Life Insurance		7,601		51.6		102,946		—			—			—		7,601		51.6		102,946		4,102,013		4,997
Woori FG Savings Bank		10,320		100.0		210,000		—			—			—		10,320		100.0		210,000		957,748		-27,346
Woori Finance Research Institute		600		100.0		3,000		—			—			—		600		100.0		3,000		—		—
Woori Card		—		—		—		169,266			773,748			—		169,266		100.0		773,748		—		—
Woori Investment Bank		—		—		—		139,295			69,648			—		139,295		41.6		69,648		1,158,365		-37,303

Total		1,010,110		—		17,976,325		139,295			69,648			—		1,149,405				18,045,972		336,516,673		1,967,889

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.

Net income amounts for Woori Investment & Securities, Woori Asset Management, Woori Aviva Life Insurance and 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.

4.	On October 2, 2013, Kumho Investment Bank changed its name to Woori Investment Bank.

VI.

Stock Information

1.	Stock Distribution

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


As of September 30, 2013		(units: shares, %)


Name	Relation		Type	Shares Held												Reasons Behind Change
				Beginning balance				(+)		(-)		Ending balance
				Stock		Share		(+)		(-)		Stock		Share
KDIC		Largest S/H	Common		459,198,609		56.97		—		—		459,198,609		56.97
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 September 30, 2013		(units: shares, %)

No.

Name

Stock

Notes

No. of shares

KDIC

459,198,609

56.97

National Pension Fund

48,428,473

6.01

May 30, 2013 basis

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

a.	Domestic Stock Market

(units: Won, shares)


Period		April 2013		May 2013		June 2013		July 2013		August 2013		September 2013
Common Stock	High		12,800		12,200		11,850		11,800		11,550		12,650
	Low		11,250		10,800		9,800		10,500		10,600		11,150
	Average		11,868		11,529		10,733		11,187		11,169		12,117
Monthly Trade Volume	High		7,293,021		5,131,077		4,111,075		4,520,786		2,958,524		3,027,118
	Low		903,296		1,010,281		805,942		567,111		549,614		782,091
	Average		37,557,293		49,930,193		39,292,654		34,928,978		34,193,233		27,253,134

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		April 2013		May 2013		June 2013		July 2013		August 2013		September 2013
ADR	High		34.24		32.47		31.84		31.29		31.18		35.51
	Low		30.08		29.79		25.09		27.51		28.08		30.44
	Average		31.81		31.22		28.51		29.77		29.92		33.69
Won Con-version	High		38,092		33,477		35,871		34,998		34,965		38,429
	Low		33,548		32,766		28,994		31,166		31,332		33,609
	Average		35,681		34,674		32,360		33,555		33,425		36,634
Monthly Trade Volume	High		65,800		94,400		67,400		160,900		259,900		16,100
	Low		3,700		5,100		3,800		4,200		2,300		1,600
	Monthly Total		291,200		495,900		335,000		442,600		852,200		150,100

VII.

Directors and Employee Information

1.	Directors

As of September 30, 2013


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

2.	Employee Status


As of September 30, 2013		(units: persons, thousands of Won)

Staff

Average
Tenure Years

Cumulative
Compensation

Average
Compensation
Per Person

Note

Regular

Contract

Others

Total

—

3 years and

10 months

6,167

*	Excluding two non-registered acting managers directors.

3.	Directors’ Compensation

(unit: in millions of Won)


Items	Total Compensation		Number of Persons		Average Compensation Per Director		Note
Standing Director		478		1		478	Including both the former and current standing directors
Non-standing Directors		52		2		26	Excluding audit committee members
Audit Committee Members		117		5		23	No compensation was provided to one of the members of the Audit Committee

*	Cumulative basis from January 1 to September 30, 2013

*	For the Standing Director, the base performance-based compensation(Won 301.2 million, or 40% of the total performance-based compensation) for 2012 and the deferred performance-based compensation (Won 396 million, or 60% of the total performance-based compensation) for 2010 were paid separately.

*	For the Non-standing Directors and Audit Committee Members: allowance for job position and additional incidental costs were paid separately.

VIII.

Related Party Transactions

1.	Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)

(unit: in millions of Won)

Name

Relation

Item

Date

Maturity

Rate

Changes

Beg.

End

Woori Financial

Subsidiary

Other Loan

2008.12.26

2013.10.19

4.45

1,000

—

1,000

Total

1,000

—

1,000

Payment Transactions

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

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: November 14, 2013	By:	/s/ Seung-Gyu Kim
	(Signature)
	Name: Seung-Gyu Kim
	Title: Executive Vice President