Edgar Filing: WOORI FINANCE HOLDINGS CO LTD

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 August 2014

Woori Finance Holdings Co., Ltd.

(Translation of Registrant’s name into English)

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

(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 First Half Business Report

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

3. Exhibit 99.2 Woori Finance Holdings Co., Ltd. Review Report for 2014 2Q (Separate)

Summary of 2014 First Half Business Report

Table of Contents


I.	COMPANY OVERVIEW		5

	1.	Purpose of the Company	5

	2.	History of the Company	6

	3.	Capital Structure	12

	4.	Total Number of Authorized Shares	13

	5.	Voting Rights	13

	6.	Dividend Information	14

II.	DESCRIPTION OF BUSINESS		15

	1.	Business Overview	15

	2.	Overview of Operations	15

	3.	Other Information Relevant to Investment Decisions	18

III.	FINANCIAL INFORMATION		23

	1.	Condensed Financial Statements (Separate)	23

	2.	Condensed Financial Statements (Consolidated)	24

IV.	INDEPENDENT AUDITOR’S OPINION		26

	1.	Independent Auditor’s Opinion	26

	2.	Compensation to the Independent Auditor for the Past Three Years	27

V.	CORPORATE GOVERNANCE AND AFFILIATED COMPANIES		28

	1.	About the Board of Directors	28

	2.	Related Companies	32

	3.	Investments in Other Companies	33

VI.	STOCK INFORMATION		34

	1.	Stock Distribution	34

	2.	Stock Price and Stock Market Performance for the Past Six Months	35

VII.	DIRECTORS AND EMPLOYEE INFORMATION		36


	1.	Directors	36

	2.	Employee Status	36

	3.	Directors’ Compensation	36

VIII.	RELATED PARTY TRANSACTIONS		37

	1.	Transactions with Affiliated Parties	37

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)

Woori Bank:

Banking business as prescribed by the Banking Act;

Trust business;

Foreign exchange business; and

Other authorized businesses.

(2)

Woori Card: credit card business

(3)

Woori Investment Bank: merchant banking business

(4)

Woori Private Equity: private equity business.

(5)

Woori FIS: finance-related IT services.

(6)

Woori Finance Research Institute: research relating to finance and banking

2.	History of the Company

a.	Company History

(1)

Background: Major developments.


March 27, 2001		Woori Finance Holdings was incorporated

April 2, 2001		Commenced commercial operations

June 24, 2002		Became listed on the Korea Exchange

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

March 30, 2004		Appointment of new management

March 31, 2004		Woori Card merged into Woori Bank

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

March 30, 2007		Appointment of new management

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

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

June 27, 2008		Appointment of new management

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

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

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

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



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

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

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

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

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

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

June 14,2013		Appointment of new management

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

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

June 17, 2014		Acquired additional shares of Woori Investment Bank to increase our equity stake to 58.15%

June 27, 2014		Disaffiliation of Woori Investment & Securities, Woori Aviva Life Insurance, Woori FG Savings Bank as a result of the sale of Woori Finance Holdings’ equity stake in the three subsidiaries

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 June 30, 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	6 companies
	Woori Card
	Woori Investment Bank
	Woori FIS
	Woori Private Equity
	Woori Finance Research Institute

2^nd Tier Subsidiaries	Woori Credit Information	Woori Bank	12 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 Private Equity Fund	Woori Private Equity
	Woori Blackstone Korea Opportunity Private Equity Fund No.1
	Woori Columbus Private Equity Fund No.1

*	Woori Finance Holdings, and Woori Investment Bank are listed on the KRX KOSPI Market

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

*	On April 1, 2013, Woori Card was added as our 1^st 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 March 20, 2014, Woori Financial Co., Ltd. was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake to KB Financial Group.

*	On April 29, 2014, Two Eagles KIB LLC & Two Eagles LLC were removed from our list of subsidiaries.

*	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 to Kiwoom Securities. The related 2nd tier subsidiaries, POSCO Woori EIG Global Private Equity Fund, KEPCO Woori Sprott Global PEF, KEPCO Woori Sprott Global Overseas Resource Development PEF, were also removed from our list of subsidiaries.

*	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 to Daishin Securities. The related fourty-two 2^nd tier subsidiaries, including Woori AMC, were also removed from our list of subsidiaries.

On June 27, 2014, Woori Investment & Securities Co., Ltd., was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake to NongHyup Financial Group Inc. The related fourteen 2^nd tier subsidiaries, including Woori Futures, were also removed from our list of subsidiaries.

*	On June 27, 2014, Woori Aviva Life Insurance Co., Ltd., was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake to NongHyup Financial Group Inc.

*	On June 27, 2014, Woori FG Savings Bank was disaffiliated from Woori Finance Holdings as a result of the sale of Woori Finance Holdings’ equity stake to NongHyup Financial Group Inc.

c.	Consolidated Subsidiaries

(As of June 30, 2014)


Name of Company	Business Activities	Total Assets (2013) (unit: in millions of Won)
Woori Bank	Banking		243,686,166
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 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 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


Name of Company	Business Activities	Total Assets (2013) (unit: in millions of Won)
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
W Synergy 1^st Co., Ltd.	Other Financial		9,203
New Year Eighth Co., Ltd.	Other Financial		—
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
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
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
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		—
Mirae Asset Triumph Private Equity 26^th	Other Financial		—
Hyundai Platinum Private Equity Securities W-5	Other Financial		—
LS Leading Solution Private Equity Securities 133^rd	Other Financial		—
KDB Private Equtiy Securities Investment Trust WB-6	Other Financial		—
Shinhan BNPP Corporate Private Equity Securities 37^th	Other Financial		—
NH-CA New Private Equity Securities Investment Trust 12-63	Other Financial		—
Eugene Jarang Private Equity Securities 43^rd	Other Financial		—
Yuri WB Private Equity Securities 8^th	Other Financial		—
Mirae Asset Triumph Private Equity Securities 29^th	Other Financial		—
Yuri WB Private Equity Securities9^th	Other Financial		—
Asset Plus Private Equity Securities Investment Trust 18^th	Other Financial		—
Woori Bank Principal Protected Trust	Other Financial		1,389,082


Name of Company	Business Activities	Total Assets (2013) (unit: in millions of Won)
Woori Private Equity Fund	Private Equity Investment		45,129
Woori EL Co., Ltd.	Other Financial		27
MyAsset Manhattan Private Equity Real Estate Trust 1^st	Beneficiary Certificates		170
Sahn Eagle LLC	Other Financial		7,092

3.	Capital Structure

a.	Changes in Capital

(units: Won, shares)


		Stock Decrease/Increase
Date	Category	Type	Quantity	Par Value	Issue price	Note
2001.3.27	Establishment	Common	727,458,609	5,000	5,000	—
2002.5.31	Exercise B/W	Common	165,782	5,000	5,000	—
2002.6.12	Capital increase w/ consideration	Common	36,000,000	5,000	6,800	Capital contribution ratio: 0.0494
2002.6.30	Exercise B/W	Common	1,416,457	5,000	5,000	—
2002.9.30	Exercise B/W	Common	2,769,413	5,000	5,000	—
2002.12.31	Exercise B/W	Common	4,536	5,000	5,000	—
2003.3.31	Exercise B/W	Common	1,122	5,000	5,000	—
2003.6.30	Exercise B/W	Common	7,688,991	5,000	5,000	—
2004.6.18	Stock Exchange	Common	8,571,262	5,000	8,902	Exchange with Woori Sec shares on a 1-to- 0.55 basis
2004.11.4	Exercise CB	Common	666,301	5,000	5,380	—
2004.12.2	Exercise CB	Common	7,995,613	5,000	5,380	—
2004.12.21	Exercise CB	Common	3,717,472	5,000	5,380	—
2005.2.17	Exercise CB	Common	3,481,173	5,000	5,588	—
2005.3.11	Exercise CB	Common	5,914,180	5,000	7,313	—
2005.3.11	Exercise CB	Common	164,429	5,000	7,228	—
2014. 5. 1	Reduction of Capital	Common	129,736,969	5,000	5,135	Spin-off of regional banks

b.	Convertible Bonds

Not applicable

4.	Total Number of Authorized Shares

a.	Total Number of Authorized Shares


As of June 30, 2014		(unit: shares)


	Type
Items	Common Shares		Total
Total number of shares authorized		2,400,000,000		2,400,000,000
Total number of issued stock		806,015,340		806,015,340
Treasury stock		29,157		29,157
Free float shares		676,249,214		676,249,214

b.	Treasury Stock


As of June 30, 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 Preferred		2,000		27,480		-323			29,157
Subtotal	Common Preferred		2,000		27,480		-323			29,157
Indirect acquisition from trust agreement	Common Preferred
Total	Common Preferred		2,000		27,480		-323			29,157

5.	Voting Rights


As of June 30, 2014		(unit: shares)


Items		Number of stock		Notes
Total number of shares	Common Shares		676,278,371
	Preferred Shares
Stocks without voting rights	Common Shares
	Preferred Shares
Stocks with limited voting rights under Korean Securities & Exchange Law	—		29,157
Stocks with voting rights restored	—
Stocks with voting rights	Common Shares		676,249,214
	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 Preferred Shares		0		2.1		2.6
Stock dividend yield (%)	Common Shares Preferred Shares
Cash dividend per share (Won)	Common Shares Preferred Shares		0		250		250
Stock dividend per share (Won)	Common Shares Preferred Shares

II. Description of Business

1.	Business Overview

a.	Business Overview

(As of June 30, 2014)


Business Area	Business Scope	Subsidiary
Banking	Lending, deposit taking and related business	Woori Bank

Credit Finance	Credit cards, cash advance, and credit card loans	Woori Card

Investment Banking	Merchant banking business related to lending, deposit taking, international finance, lease finance, and securities	Woori Investment Bank

IT	IT service business, including financial IT system development, sales and maintenance	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)


		2014 1H				2013				Change
		Avg. Balance		%		Avg. Balance		%		Avg. Balance			%
Won Currency	Deposits		1,625,585		52.10		1,854,339		55.69		(228,754	)		(3.59	)
	CD		29,757		0.95		29,099		0.87		658			0.08
	Borrowings		72,724		2.33		231,466		6.95		(158,742	)		(4.62	)
	Call Money		17,448		0.56		26,216		0.79		(8,768	)		(0.23	)
	Others		377,833		12.11		503,094		15.11		(125,261	)		(3.00	)
	Sub-Total		2,123,347		68.06		2,644,214		79.41		(520,867	)		(11.35	)
Foreign Currency	Deposits		116,980		3.75		115,576		3.47		1,404			0.28
	Borrowings		77,343		2.48		103,721		3.11		(26,378	)		(0.63	)
	Debentures		54,080		1.73		52,407		1.57		1,673			0.16
	Others		11,764		0.38		12,554		0.38		(790	)		0.00
	Sub-Total		260,167		8.33		284,258		8.54		(24,091	)		(0.21	)
Others	Total Capital		209,942		6.73		233,209		7.00		(23,267	)		(0.27	)
	Reserves		6,846		0.22		10,206		0.31		(3,360	)		(0.09	)
	Others		0		0.00		0		0.00		0			0.00
	Sub-Total		216,788		6.95		243,415		7.31		(26,627	)		(0.36	)
Liabilities associated with disposal group held for sale¹⁾			205,953		6.60		64,095		1.92		141,858			4.68
Liabilities associated with disposal group held for distribution to owners¹⁾			313,780		10.06		93,765		2.82		220,015			7.24
Source of Funds Total			3,120,035		100.00		3,329,747		100.00		(209,712	)		0.00

*	Consolidated basis

1)	Sale and Spin-off completed during the first half of 2014

(unit: in millions of Won)


Items	2014 1H		2013		2012
Shareholders’ Equity		12,178,050		13,744,606		14,571,676
Capital		3,381,392		4,030,077		4,030,077
Hybrid Securities		498,407		498,407		498,407
Capital Surplus		91,475		109,026		109,026
Retained Earnings		9,692,446		9,108,368		9,935,633
Capital Adjustments		-1,485,670		-1,272		-1,467
Borrowings		3,771,694		4,237,306		3,874,928
Debentures		3,545,001		3,684,958		3,654,276
Bank Borrowings		—		—		—
Commercial Paper		—		—		—
Other Borrowings		—		—		—
Other Liabilities		226,693		552,348		220,652
Total		15,949,744		17,981,912		18,446,604

*	Separate basis

*	179,933 million won of debentures in 2013, relating to the regional bank spin-offs, was classified as liabilities directly associated with disposal group held for distribution.

(2)

Use of Funds

(unit: in millions of Won)


		2014 1H						2013					Change
		Avg. Balance			%			Avg. Balance			%		Avg. Balance			%
Won Currency	Deposits		84,964			2.72			135,677			4.07		(50,713	)		(1.35	)
	Securities		329,224			10.55			526,207			15.80		(196,983	)		(5.25	)
	Loans		1,645,994			52.76			1,893,350			56.86		(247,356	)		(4.10	)
	Call Loans		34,020			1.09			25,624			0.77		8,396			0.32
	Private placement bonds		4,985			0.16			10,653			0.32		(5,668	)		(0.16	)
	Credit Card		43,951			1.41			42,457			1.28		1,494			0.13
	Others		127,646			4.09			207,793			6.24		(80,147	)		(2.15	)
	Loan loss reserves		(28,717	)		(0.92	)		(33,786	)		D1.01		5,069			0.09
	Sub-Total		2,242,067			71.86			2,807,975			84.33		(565,908	)		(12.47	)
Foreign Currency	Deposits		39,233			1.26			36,011			1.08		3,222			0.18
	Securities		3,914			0.13			11,836			0.36		(7,922	)		(0.23	)
	Loans		166,029			5.32			181,520			5.45		(15,491	)		(0.13	)
	Bills bought		49,698			1.59			49,851			1.50		(153	)		0.09
	Others		3,964			0.13			5,730			0.17		(1,766	)		(0.04	)
	Sub-Total		262,838			8.42			284,948			8.56		(22,110	)		(0.14	)
Others	Cash		32,220			1.03			35,485			1.07		(3,265	)		(0.04	)
	Tangible Assets		25,067			0.80			30,565			0.92		(5,498	)		(0.12	)
	Others		0			0.00			0			0.00		0			0.00
	Sub-Total		57,287			1.84			66,050			1.98		(8,763	)		(0.14	)
Disposal group held for sale¹⁾			221,973			7.11			70,149			2.11		151,824			5.00
Disposal group held for distribution to owners¹⁾			335,870			10.76			100,625			3.02		235,245			7.74
Use of Funds Total			3,120,035			100.00			3,329,747			100.00		(209,712	)		0.00

*	Consolidated basis

1)	Sale and Spin-off completed during the first half of 2014

(unit: in millions of Won)


Items	2014 1H		2013		2012
Subsidiary Stock		13,831,963		17,739,535		17,976,325
Woori Bank		12,848,076		12,848,076		13,621,824
Kyongnam Bank¹⁾		—		1,443,661		1,443,661
Kwangju Bank¹⁾		—		976,291		976,291
Woori FIS		35,013		35,013		35,013
Woori F&I¹⁾		—		206,563		206,563
Woori Investment & Securities ¹⁾		—		953,210		1,036,749
Woori Asset Management¹⁾		—		67,456		67,456
Woori Private Equity		34,246		34,246		34,246
Woori Financial¹⁾		—		238,575		238,575
Woori Aviva Life Insurance¹⁾		—		36,317		102,946
Woori FG Savings Bank¹⁾		—		53,730		210,000
Woori Finance Research Institute		3,000		3,000		3,000
Woori Card		773,748		773,748		—
Woori Investment Bank		137,881		69,648		—
Investment Securities		4		—		—
Loan Obligations		—		998		995
Tangible Assets		225		288		389
Intangible Assets		49		44		33
Cash		1,890,347		67,380		236,400
Other Assets		227,156		173,667		232,462
Total		15,949,744		17,981,912		18,446,604

*	Separate basis

*	21,856 million won of cash in 2013, 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 Financial, 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 2013

1)	Sale and Spin-off completed during the first half of 2014

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2014 1H			2013			2012
Current Assets (A)		1,893,651			67,852			222,671
Current Liabilities (B)		9,748			10,889			33,580
Current Ratio⁽²⁾ (A/B)		19,425.15	%		623.11	%		663.11	%

*	Separate basis

*	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 1H			2013			2012
Liabilities (A)		3,771,694			4,237,306			3,874,928
Equity (B)		12,177,067			13,744,539			14,571,676
Debt Ratio (A/B)		30.97	%		30.83	%		26.59	%

*	Separate basis

BIS Ratio

(unit: in millions of Won)


Items	2014 1H			2013			2012
Total Capital (A)		20,097,696			26,138,766			26,989,716
Risk weighted assets (B)		142,719,073			200,977,843			210,397,222
BIS Ratio (A/B)		14.08	%		13.01	%		12.83	%

*	2014 1H & 2013: under Basel III, 2012: under Basel I

*	2014 1H figures are preliminary

b.	Credit Ratings for the Past Three Years


Date of Rating	Evaluated Securities	Credit Rating	Company (Ratings Range)	Evaluation Category
2012.01.30	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2012.01.30	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2012.02.28	Hybrid	AA	KIS Ratings (AAA ~D)	Case evaluation
2012.02.28	Hybrid	AA	Korea Ratings (AAA ~D)	Case evaluation
2012.06.13	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2012.06.13	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2012.08.06	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2012.08.06	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2012.10.17	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2012.10.17	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2013.02.26	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2013.02.26	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2013.07.15	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2013.07.15	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2013.09.23	Debentures(Subordinate)	AA+	Korea Ratings (AAA ~D)	Case evaluation
2013.09.23	Debentures(Subordinate)	AA+	NICE (AAA ~ D)	Case evaluation
2013.10.18	Debentures(Subordinate)	AA+	Korea Ratings (AAA ~D)	Case evaluation
2013.10.18	Debentures(Subordinate)	AA+	KIS Ratings (AAA ~D)	Case evaluation
2014.01.09	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2014.01.09	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2014.02.11	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2014.02.11	Debentures	AAA	NICE (AAA ~ D)	Case evaluation

c.	30 Largest Exposures by Borrower


(As of June 30, 2014)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		22,647		18,701		41,348
Korea Finance Corporation		—		15,648		15,648
Korea Development Bank		—		15,578		15,578
Samsung Heavy Industries		10,682		130		10,812
Samsung Electronics		10,404		50		10,454
Hyundai Heavy Industries		9,268		132		9,400
Korea Railroad Corporation		87		7,441		7,528
Small & Medium Business Corporation		203		7,322		7,525
Korea BTL Infrastructure Fund		—		6,547		6,547
SPP Shipbuilding		6,259		—		6,259
Gajeul New Town Zone 4 Redevelopment Project		5,640		—		5,640
Hyosung		5,497		—		5,497
SK Energy		5,215		101		5,315
Daewoo International		5,075		—		5,075
DSME		5,040		—		5,040
S-OIL		4,974		7		4,981
Daewoo E&C		4,742		—		4,742
KT		4,356		303		4,659
Korean Air		4,393		222		4,615
Korea Water Resources Corporation		7		4,501		4,508
Kumho Tire		3,489		930		4,419
Samsung Display		4,324		—		4,324
Kia Motors		4,161		—		4,161
LG Chem		4,098		16		4,114
Export-Import Bank of Korea		—		4,103		4,103
KB Kookmin Bank		2,804		1,295		4,099
Korea Expressway Corporation		—		4,081		4,081
Halla Corporation		3,913		—		3,913
Korea Housing Finance Corporation		—		3,895		3,895
Donuimun 1 District City Environment Maintenance Project		3,881		—		3,881
Total		131,160		91,003		222,163

*	Based on Woori Bank, Woori Card 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 June 30, 2014)		(unit: in hundred millions of Won)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Shipbuilding		6,259		5,257		3,063
B	Shipbuilding		2,277		2,277		934
C	Shipbuilding		3,266		1,973		878
D	Manufacturing		1,315		1,315		251
E	Real Estate & Leasing		993		993		179
F	Manufacturing		986		986		6
G	Manufacturing		935		935		811
H	Construction		893		884		366
I	Real Estate & Leasing		711		711		108
J	Sports & Leisure		705		705		424
K	Shipbuilding		684		683		671
L	Real Estate & Leasing		625		625		52
M	Finance		612		612		312
N	Real Estate & Leasing		600		600		1
O	Construction		570		570		54
P	Manufacturing		569		569		8
Q	Sports & Leisure		537		537		189
R	Transportation		515		515		308
S	Manufacturing		508		508		0
T	Wholesale & Retail		483		483		2
Total			24,043		21,739		8,617

*	Based on Woori Bank, Woori Card 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, Woori Finance Holdings acquired a 41.6% equity stake in Kumho Investment Bank by participating in a capital increase of Kumho Investment Bank and added the entity as a new first tier subsidiary. In April 2014, Woori Finance Holdings increased its equity stake to 58.15%.

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 sale of and other procedures, including spin-off and merger, involving Woori Finance Holdings and its subsidiaries.

On March 20, 2014, the sale of Woori Financial to KB Financial Group was completed.

On May 2, 2014, the sale of Woori Asset Management to Kiwoom Securities was completed.

On June 27, 2014, the sale of Woori Investment & Securities, Woori Aviva Life Insurance, and Woori FG Savings Bank to NongHyup Financial Group was completed.

The spin-off of Kyongnam Bank and Kwangju Bank was completed on May 1, 2014 and on July 28, 2014, the Board of Directors of Woori Finance Holdings approved of a merger of Woori Finance Holdings, the non-surviving entity, with and into its subsidiary Woori Bank, the surviving entity. The date of merger is expected to be November 1, 2014.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

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


Items	2014 1H			2013 ⁽¹⁾			2012⁽¹⁾			2011
Cash and Cash Equivalents		1,890,347			45,524			236,400			33,538
Loans and Receivables		217,510			34,454			209,199			239,215
Available-for-Sale Financial Assets		4
Investments in Subsidiaries and Associates		13,831,963			13,763,730			17,976,325			17,825,203
Premises and equipment		225			288			389			515
Intangible Assets		49			44			33			29
Current Tax Assets		—			138,005			20,844			—
Deferred Tax Assets		8,199			—			2,444			2,158
Other Assets		1,447			2,207			970			2,347
Assets Held for Sale		—			1,555,852
Disposal Group Held for Distribution to Owners		—			2,441,808
Total Assets		15,949,744			17,981,912			18,446,604			18,103,005
Debentures		3,545,001			3,505,025			3,654,276			3,653,968
Net Defined Benefit Liability		769			—			137			—
Current Tax Liabilities		193,372			—			165,588			201,361
Deferred Tax Liabilities		—			375,026			—			—
Other Financial Liabilities		31,468			175,813			53,448			31,796
Other Liabilities		1,084			889			1,479			1,659
Liabilities Directly Associated with Disposal Group held for Distribution to Owners		—			180,553			—			—
Total Liabilities		3,771,694			4,237,306			3,874,928			3,888,784
Common Stock		3,381,392			4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			498,407			498,407			309,010
Capital Surplus		91,475			109,026			109,026			109,026
Other Equity		(1,485,670	)		(1,272	)		(1,467	)		(1,029	)
Retained Earnings		9,692,446			9,108,368			9,935,633			9,767,137
Total Equity		12,178,050			13,744,606			14,571,676			14,214,221

Items	2014 1H			2013 1H			2013			2012
Net Interest Income		(72,662	)		(80,951	)		(162,832	)		(172,380	)
Net Fees Income		19,143			24,613			45,924			59,440
Dividend Income		194,527			254,081			254,081			562,272
Reversal of Impairment Loss on Credit Loss		4,626			2			(4,621	)		(1	)
Administrative Expenses		(16,787	)		(23,648	)		(42,080	)		(50,774	)
Operating Income		128,847			174,097			90,472			398,557
Non-Operating Expense		197,129			(1,081	)		(309,428	)		(1,367	)
Income Before Income Tax		325,976			173,016			(218,956	)		397,190
Net Income		709,137			144,737			(596,363	)		397,336
Total Comprehensive Income		708,932			144,685			(596,168	)		396,898
Earnings Per Share (in Won)		911			161			-776			459

(1)	2014 1H, 2013, 2012, 2011 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).

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2014 1H			2013⁽¹⁾⁽²⁾			2012⁽¹⁾⁽²⁾		2011
Cash and Cash Equivalents		5,099,006			5,477,649			5,778,390		6,417,964
Financial Assets at Fair Value through Profit or Loss		5,346,956			4,806,197			27,352,216		26,844,973
Available-for-Sale Financial Assets		16,853,833			17,085,448			18,888,923		19,698,348
Held-to-Maturity Financial Assets		13,302,549			12,038,820			18,684,801		20,036,128
Loans and Receivables		213,846,076			211,912,373			250,275,551		235,317,520
Investments in Jointly Controlled Entities and Associates		664,309			617,570			1,037,930		928,233
Investment Properties		367,626			340,620			491,685		498,999
Premises and equipment		2,463,789			2,536,441			3,185,543		3,134,472
Intangible Assets and goodwill		187,089			268,926			433,407		447,891
Assets Held for Sale		1,104			587			83,347		56,243
Current Tax Assets		4,200			143,101			38,667		57,512
Deferred Tax Assets		204,820			155,256			155,439		79,505
Derivative Assets		151,163			131,410			281,069		326,840
Other Assets		168,196			178,886			414,846		377,062
Disposal Group Held for Sale		—			34,684,805			—		—
Disposal Group Held for Distribution to Owners		—			50,312,293			—		—
Total Assets		258,660,716			340,690,382			327,101,814		314,221,690
Financial Liabilities at Fair Value Through Profit or Loss		2,686,802			2,507,248			10,985,765		9,621,546
Deposits		179,751,900			175,323,644			204,209,580		197,378,565
Borrowings		16,121,563			18,231,511			33,479,716		34,667,740
Debentures		23,583,169			21,677,674			27,959,969		29,265,833
Provisions		502,691			684,799			863,658		892,308
Net Defined Benefit Liability		89,359			71,602			166,296		119,704
Current Tax Liabilities		198,599			9,980			178,791		274,257
Deferred Tax Liabilities		3,609			49,105			134,481		270,033
Derivatives Liabilities		—			1,785			38,000		33,493
Other Financial Liabilities		17,521,552			19,914,947			25,544,410		19,023,665
Other Liabilities		395,255			411,278			508,072		570,038
Liabilities Directly Associated with Disposal Group Held for Sale		—			32,047,626			—		—
Liabilities Directly Associated with Disposal Group Held for Distribution to Owners		—			46,882,414			—		—
Total Liabilities		240,854,499			317,813,613			304,068,738		292,117,182
Equity Ownership of Controlled Entity		15,867,661			17,847,633			18,695,919		17,555,085
Capital Stock		3,381,392			4,030,077			4,030,077		4,030,077
Hybrid Securities		498,407			498,407			498,407		309,010
Capital Surplus		91,262			176,502			174,044		175,768
Other Equity		(2,286,225	)		(35,367	)		112,013		563,074
Retained Earnings		14,182,825			13,112,690			13,881,378		12,477,156
Equity Related to Asset Group Held for Sale		—			29,820			—		—
Equity Related to Asset Group Held for Distribution to Owners		—			35,504			—		—
Non-Controlling Interests		1,938,556			5,029,136			4,337,157		4,549,423
Total Equity		17,806,217			22,876,769			23,033,076		22,104,508
Total Liabilities and Equity		258,660,716			340,690,382			327,101,814		314,221,690
Number of Consolidated Subsidiaries		82			173			166		143



Items	2014 1H ⁽¹⁾⁽²⁾			2013 1H ⁽¹⁾⁽²⁾			2013⁽¹⁾⁽²⁾			2012⁽¹⁾⁽²⁾
Operating Income		684,330			281,580			239,567			1,549,507
Net Interest Income		2,210,164			2,225,105			4,492,022			4,847,900
Interest Income		4,607,677			4,792,543			9,493,383			10,891,241
Interest Expense		(2,397,513	)		(2,567,438	)		(5,001,361	)		(6,043,341	)
Net fees and commissions income		460,737			447,657			926,501			1,189,350
Fees and Commissions Income		800,430			779,745			1,565,224			1,686,885
Fees and Commissions Expense		(339,693	)		(332,088	)		(638,723	)		(497,535	)
Dividend Income		76,690			50,665			87,641			101,063
Gain on Financial Instruments at Fair Value through Profit or Loss		13,322			106,663			123,900			(364,894	)
Gain on Available-for-Sale Financial Assets		(36,264	)		10,547			(85,242	)		533,148
Gain on Held-to-Maturity Financial Assets		—			—			—			—
Impairment Losses on Credit Losses		(315,151	)		(976,115	)		(2,277,260	)		(1,799,029	)
Other Net Operating Expenses		(1,725,168	)		(1,582,942	)		(3,027,995	)		(2,958,031	)
Non-operating Income		(34,874	)		22,078			48,100			88,413
Share of Profits of Jointly Controlled Entities and Associates		(42,033	)		(4,077	)		(1,277	)		44,515
Other non-operating income		7,159			26,155			49,377			43,898
Net Income Before Income Tax Expense		649,456			303,658			287,667			1,637,920
Income Tax Expense		163,817			35,726			35,096			356,840
Income of Continuing Operations		485,639			267,932			252,571			1,281,080
Income of Discontinued Operations		661,768			176,457			(966,006	)		566,599
Net Income		1,147,407			444,389			(713,435	)		1,847,679
Net Income Attributable to Owners		1,195,958			358,346			(537,688	)		1,633,341
Net Income Attributable to the Non-Controlling Interests		(48,551	)		86,043			(175,747	)		214,338
Other Comprehensive Income		(215,786	)		20,322			(110,347	)		(438,341	)
Remeasurement of the Net Defined Benefit Liability		(21,026	)		9,569			9,217			(51,297	)
Gain (loss) on Available-for-Sale Financial Assets		(171,843	)		(43,740	)		(50,953	)		(349,481	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates		(2,766	)		(9,039	)		(6,375	)		56,855
Gain (loss) on Overseas Business Translation		7,000			76,651			(59,824	)		(107,509	)
Gain on Valuation of Cashflow Hedge		(27,151	)		(13,119	)		(2,412	)		13,091
Total Comprehensive Income		931,621			464,711			(823,782	)		1,409,338
Comprehensive Income Attributed to Owners		1,065,784			378,071			(623,695	)		1,176,805
Comprehensive Income Attributed to the Non-Controlling Interests		(134,163	)		86,640			(200,087	)		232,533
Earnings from Continuing and Discontinued Operations Per Share (in Won)		1,550			426			(704	)		1,993
Earnings from Continuing Operations Per Share (in Won)		528			259			165			1,411

(1)	2014 1H, 2013 1H, 2013, 2012 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).

(2)

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.

(3)	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 1H	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 are not presented 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)
2014 1H	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		384		3,833
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

b.	Compensation for Services Other than the Audit

(unit: in millions of Won)


Year	Contract Date		Activity	Period		Comp.		Note
2014 1H		2014.04.25	Corporate tax reconciliation		2014.07~2014.08		31
		2014.04.25	Corporate tax reconciliation		2015.02~2015.04		31
		2014.07.25	Merger related financial information review		2014.07~2014.08		270
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 June 30, 2014		(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		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	)		(976,291	)		—			0		0		0		18,872,972		61,030
Kyongnam Bank		58,050		100.0		1,443,661		(58,050	)		(1,443,661	)		—			0		0		0		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	)		(206,563	)		—			0		0		0		1,641,240		49,115
Woori Investment & Securities		75,426		37.9		953,210		(75,426	)		(942,006	)		(11,204	)		0		0		0		29,985,901		16,034
Woori Asset Management		6,662		100.0		67,456		(6,662	)		(67,456	)		—			0		0		0		85,169		3,498
Woori Private Equity		6,000		100.0		34,246		—			—			—			6,000		100		34,246		89,945		1,776
Woori Financial		11,181		52.0		238,575		(11,181	)		(238,575	)		—			0		0		0		3,939,851		54,143
Woori Aviva Life Insurance		7,601		51.6		36,317		(7,601	)		(35,164	)		(1,153	)		0		0		0		4,465,602		31
Woori FG Savings Bank		10,320		100.0		53,730		(10,320	)		(56,218	)		2,488			0		0		0		957,748		(27,346	)
Woori Finance Research Institute		600		100.0		3,000		—			—			—			600		100		3,000		3,739		610
Woori Card		169,266		100.0		773,748		—			—			—			169,266		100		773,748		4,679,202		47,998
Woori Investment Bank		139,295		41.6		69,648		136,466			68,233			—			275,761		58.15		137,881		862,744		(85,983	)
Total		1,149,405				17,739,534		(96,187	)		(3,897,701	)		(9,869	)		1,053,218		—		13,831,964		347,615,334		714,299

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, 2014 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.	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.

Recognized impairment loss of 12,357 million won in 2014 1H and 306,437 million won in 2013 4Q, and subsequent gain of 2,488 million won in 2014 1H on the subsidiaries undergoing a sale based on the lesser of net fair value and book value. The sale s of Woori Financial, Woori Asset Management, Woori F&I, Woori Investment & Securities, Woori Aviva Life Insurance, and Woori FG Savings Bank were completed in 2014 1H, and a related gain of 207,636 million won was recognized. In addition, the spin-off of Kyongnam Bank and Kwangju Bank were completed in 2014H.

VI.

Stock Information

1.	Stock Distribution

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


As of June 30, 2014		(units: shares, %)


Name	Relation	Type	Shares Held												Reasons Behind Change
			Beginning balance				(+)		(-)		Ending balance
			Stock		Share						Stock		Share
KDIC	Largest S/H	Common		385,285,578		56.97		—		—		385,285,578		56.97
Total		Common		385,285,578		56.97		—		—		385,285,578		56.97
		Others		—		—		—		—		—		—
		Total		385,285,578		56,97		—		—		385,285,578		56.97

Largest Shareholder: KDIC

b.	Share Ownership of More Than 5%


As of May 1, 2014		(units: shares, %)


No.	Name	Stock				Notes
No.	Name	No. of shares		%		Notes
1	KDIC		385,285,578		56.97
2	National Pension Fund		55,532,990		8.21

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		January 2014		February 2014		March 2014		April 2014		May 2014		June 2014
Common Stock	High		13,300		12,400		12,350		12,600		12,650		12,750
	Low		11,800		11,600		11,600		11,650		11,650		11,800
	Average		12,530		11,980		11,988		12,109		11,808		12,261
Monthly Trade Volume	High		2,245,745		3,104,887		2,807,839		8,474,637		13,027,476		2,701,302
	Low		951,805		676,534		693,021		0		0		762,100
	Average		29,081,229		31,672,463		26,910,197		27,557,721		26,562,212		26,637,376

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		January 2014		February 2014		March 2014		April 2014		May 2014		June 2014
ADR	High		37.61		34.83		34.90		36.19		36.96		37.36
	Low		32.67		32.23		32.49		32.71		32.42		34.66
	Average		34.97		33.56		33.86		34.91		33.99		35.92
Won Con-version	High		39,690		37,188		37,364		37,753		37,947		38,032
	Low		35,418		34,650		34,787		33,747		33,448		35,298
	Average		37,229		35,957		36,256		36,468		34,836		36,616
Monthly Trade Volume	High		11,300		18,400		21,600		5,700		17,500		21,600
	Low		800		1,200		2,400		0		600		1,300
	Monthly Total		96,400		145,200		163,700		46,300		143,900		140,400

VII.

Directors and Employee Information

1.	Directors

As of June 30, 2014


Position		Name	Common Stock Owned	Expiration of Term
Chairman & CEO	Registered	Soon-Woo Lee	11,998	December 30, 2014
Executive Vice President	Non-Registered	Seung-Gyu Kim	—	December 30, 2014
Executive Vice President	Non-Registered	Dong-Gun Lee	—	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 June 30, 2014		(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

4,346

*	Excluding three non-registered acting managing directors.

3.	Directors’ Compensation


As of June 30, 2014		(units: persons, thousands of Won)


Items	Number of Persons		Total Compensation		Average Compensation Per Director		Note
Standing Director		1		361		361
Non-standing Directors		—		32		16	Excluding audit committee members¹⁾
Audit Committee Members		6		160		29

*	Total Compensation: Cumulative basis from January 1 to June 30, 2014 and includes payments made to former employees

1)	As the audit committee members consisted of all the non-standing directors after the general shareholders’ meeting on March 21, 2014, the figures for outside directors are as of the end of 2014 1Q.

VIII.

Related Party Transactions

Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)


* As of June 30, 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 June 30, 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
Kwangju Bank		Subsidiary		Common stock		49,413,851		—		(49,413,851	)		0		Spun-off May 1, 2014
Kyongnam Bank		Subsidiary		Common stock		58,050,037		—		(58,050,037	)		0		Spun-off May 1, 2014
Woori FIS		Subsidiary		Common Stock		4,900,000		—		—			4,900,000
Woori F&I		Subsidiary		Common Stock		14,000,000		—		(14,000,000	)		0		Sold May 7, 2014
Woori Investment & Securities		Subsidiary		Common Stock		75,426,214		—		(75,426,214	)		0		Sold June 27, 2014
Woori Asset Management		Subsidiary		Common Stock		6,662,000		—		(6,662,000	)		0		Sold May 2, 2014
Woori Private Equity		Subsidiary		Common Stock		6,000,000		—		—			6,000,000
Woori Financial		Subsidiary		Common Stock		11,180,630		—		(11,180,630	)		0		Sold March 20, 2014
Woori Aviva Life Insurance		Subsidiary		Common Stock		7,601,091		—		(7,601,091	)		0		Sold June 27, 2014
Woori FG Savings Bank		Subsidiary		Common Stock		10,320,000		—		(10,320,000	)		0		Sold June 27, 2014
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		139,295,220		136,466,271		—			275,761,491		Capital Increase
Total						1,149,405,623		136,466,271		(232,653,823	)		1,053,218,071

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: August 14, 2014		By: /s/ Seung-Gyu Kim
		(Signature)
		Name: Seung-Gyu Kim
		Title: Executive Vice President