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 March 2012

Woori Finance Holdings Co., Ltd.

(Translation of Registrant’s name into English)

203, Hoehyon-dong, 1-ga, Chung-gu, Seoul, Korea 100-792

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submission to furnish a report or other document that the registration foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

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

Yes ¨ No x

Index

1. Summary of 2011 Business Report

2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Audit Reports for Fiscal Year 2011

Summary of 2011 Business Report



I. COMPANY OVERVIEW			5

1. Purpose of the Company			5

2. History of the Company			6

3. Capital Structure			15

4. Total Number of Authorized Shares			16

5. Voting Rights			17

6. Dividend Information			17

II. DESCRIPTION OF BUSINESS			18

1. Business Overview			18

2. Overview of Operations			19

3. Other Information Relevant to Investment Decisions			21

III. FINANCIAL INFORMATION			25

1. Condensed Financial Statements (Separate)			25

2. Condensed Financial Statements (Consolidated)			26

IV. INDEPENDENT AUDITOR’S OPINION			28

1. Independent Auditor’s Opinion			28

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

V. CORPORATE GOVERNANCE AND AFFILIATED COMPANIES			29

1. About the Board of Directors			29

2. Related Companies			31

3. Investments in Other Companies			32

VI. STOCK INFORMATION			33

1. Stock Distribution			33

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

VII. DIRECTORS AND EMPLOYEE INFORMATION			35

1. Directors			35

2. Employee Status			35

3. Directors’ Compensation			35

VIII. RELATED PARTY TRANSACTIONS			36

1. Transactions with Affiliated Parties			36

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

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

I.	Company Overview

1.	Purpose of the Company

a.	Scope of Business

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

(1)

Corporate Management

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

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

Formulation of corporate governance structures of the subsidiaries;

Inspection of operation and assets of the subsidiaries; and

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

(2)

Corporate Management Support Activities

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

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

Activities ancillary to the above items.

b.	Scope of Business of Subsidiaries

(1)

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

Banking business as prescribed by the Banking Act;

Trust business;

Foreign exchange business; and

Other authorized businesses.

(2)

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

(3)

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

(4)

Woori Asset Management: asset management business.

(5)

Woori Financial: consumer finance business.

(6)

Woori FIS: finance-related IT services.

(7)

Woori F&I: securitization business.

(8)

Woori Private Equity: private equity business.

(9)

Woori FG Savings Bank: consumer savings banking business.

2.	History of the Company

a.	Company History

(1)

Background: Major developments.



March 30, 2004		Appointment of new management

March 31, 2004		Woori Card merged into Woori Bank

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

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

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

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

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

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

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

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

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



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

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

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

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

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

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

March 30, 2007		Appointment of new management

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

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

June 27, 2008		Appointment of new management

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

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

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

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

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

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

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

b.	Associated Business Group

(1)

Overview of Business Group

Name of business group: Woori Financial Group

(2)

Related companies within the business group

As of December 31, 2011


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	11 companies
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	Woori Aviva Life Insurance
	Woori Asset Management
	Woori Financial
	Woori FG Savings Bank
	Woori FIS (formerly Woori Finance Information System)
	Woori F & I
	Woori Private Equity
2^nd Tier Subsidiaries	Woori Credit Information	Woori Bank	54 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 AMC	Woori F&I
	Woori F&I Seventh Asset Securitization Specialty Co., Ltd.
	Woori F&I Eighth Asset Securitization Specialty Co., Ltd.
	Woori SB Tenth Asset Management
	Woori F&I Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.
	Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd.
	Woori EA Third Asset Securitization Specialty Co., Ltd.
	Woori EA Fourth Asset Securitization Specialty Co., Ltd.
	Woori EA Fifth Asset Securitization Specialty Co., Ltd.
	WR Creditors Co., Ltd.
	Woori EA Eighth Asset Securitization Specialty Co., Ltd.
	Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd.
	WR Investment America LLC
	Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.
	Woori EA Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty First Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd.
	Woori EA Twelveth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd
	Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd


Type	Name of Company	Controlling Company	Notes
	Woori Private Equity Fund	Woori Private Equity
	Woori Blackstone Korea Opportunity 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. 1
	Mars Private Equity Fund No.2
	Woori Investment Asia Pte. Ltd.
	Mars Private Equity Fund No.3
	Mars Private Equity Fund No.4
	Woori 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)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

c.	Consolidated Subsidiaries


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori Bank	Banking		224,419,748
Kwangju Bank	Banking		16,497,496
Kyongnam Bank	Banking		21,803,057
Woori Investment & Securities	Securities		18,133,187
Woori Asset Management	Investment Trusts		84,417
Woori Financial	Other Financial		2,770,293
Woori FIS (former Woori Finance Information System)	Financial Information Technology		242,574
Woori F&I	Other Financial		1,027,330
Woori Private Equity	Other Financial		28,318
Woori FG Savings Bank	Banking		—
TY Second Asset Securitization Specialty	Other Financial		211,220
Woori Heritage Long Short Private Equity Investment Trust No.1	Other Financial		—
Woori Credit Information	Debt Collection and Credit Rating		29,433
Woori America Bank	Banking		1,196,801
P.T. Bank Woori Indonesia	Banking		487,557
Woori Global Markets Asia Ltd.	Banking		182,730
Woori Bank (China) Limited	Banking		2,237,662
ZAO Woori Bank	Banking		170,027
Korea BTL Infrastructure Fund	Other Financial		340,478
Woori Fund Service Co., Ltd.	Other Financial		—
Kumho Trust 1st Co., Ltd.	Other Financial		91,750
Woori IB Global Bond Co., Ltd	Other Financial		215,220
Connsus Eighth Co., Ltd.	Other Financial		9
Asiana Saigon Co., Ltd.	Other Financial		59,460
An-Dong Raja 1st Co., Ltd.	Other Financial		14,928
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd	Other Financial		140,632
IB Global 1st Inc.	Other Financial		68,515
Real DW Second Co., Ltd.	Other Financial		120,841
Hermes STX Co., Ltd.	Other Financial		30,341
BWL First Co., LLC	Other Financial		80,421
Woori Poongsan Co., Ltd	Other Financial		—
Ocean Sand Co., Ltd.	Other Financial		—
Heoreum Short-Term 15^th	Other Financial		57
G5 Pro Short-Term 13^th	Other Financial		637
G6 First Class Mid-Term E-20	Other Financial		1
G15 First Class Mid-Term C-1	Other Financial		4
D First Class Mid-term C-151	Other Financial		3
Golden Bridge Sidus FNH Video	Other Financial		8,263
Golden Bridge NHN Online Private Equity Investment	Other Financial		25,015
Woori CS Ocean Bridge 7^th	Other Financial		16,178
Woori Milestone Private Real Estate Fund 1^st	Other Financial		36,491
Woori Milestone China Real Estate Fund 1st	Other Financial		227
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		48,706
Hanwha Smart Private Equity Securities 19^th	Other Financial		497,639
Woori Partner Plus Private Equity Securities 4^th	Other Financial		—
Woori Partner Plus Private Equity Trust 7^th	Other Financial		—
Yuri WB Private Equity Securities Investment Trust 3^rd	Securities		—
KDB Private Equity Investment Trust WB-2	Securities		—
Samsung Plus Private Equity Investment Trust No.13	Securities		—
Hanhwa Smart Private Equity Trust No.43	Securities		—
Eugene Pride Private Equity Securities Investment Trust 21^st (Bond)	Securities		—
Meritz Prime Private Equity Trust No.42(Bond)	Other Financial		—
Woori Partner Plus Private Equity Securities 8^th	Other Financial		—
Woori Partner Plus Equity Securities 9^th	Other Financial		—
Woori Frontier Alpha Quant Private Equity 8^th	Other Financial		—
Midas Private Equity Investment Trust W-3^rd	Other Financial		—


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Consus Private Equity Securities Investment Trust 54^th	Other Financial		—
Allianz Blue Ocean Private Equity 5^th	Other Financial		—
Kyobo Axa Long Short Private Equity Trust 2^nd	Other Financial		—
Hanwha Quant Long Short Private Equity 3^rd	Other Financial		—
Hyundai Advantage Private Equity 14^th	Other Financial		—
Mirae Asset Maps Blue Chip Private Equity 2^nd	Other Financial		—
Hanwha Smart Private Equity Trust No.50 (Bond)	Other Financial		11,196
Heungkuk Hiclass 9^th	Other Financial		9,955
Eugene Best Plan Private Equity Securities No.16	Other Financial		54,210
Euro Quanto Second Inc.	Other Financial		299,638
Hybrid 1st Specialty Inc.	Other Financial		29,699
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd.	Other Financial		9
Consus 6th Co., LLC	Other Financial		10,958
KTB Market Alpha Private Equity Securities Investment Trust 30-1^st	Other Financial		9,615
GS Gold Scope Private Equity Securities Investment Trust 2^nd	Other Financial		—
Shinhan BNP Corporate Private Equity Trust 9^th	Other Financial		—
GS Gold Scope Private Equity Securities Investment Trust 5^th	Other Financial		—
Say New Vesta Private Equity Securities 7^th	Other Financial		—
Hanhwa Private Equity Trust 3^rd(Bond Mixed Type)	Other Financial		—
Woori Futures	Futures		422,283
Woori Investment Securities International Ltd.	Securities		4,814
Woori Investment & Securities (HK) Ltd.	Securities		27,465
Woori Investment Securities America	Securities		8,071
MARS First Private Equity Fund	Other Financial		44,627
MARS Second Private Equity Fund	Other Financial		2,545
MARS INS First Private Equity Fund	Other Financial		206,268
Woori Investment Asia Pte. Ltd.	Securities		50,703
Woori Absolute Partner PTE Ltd.	Other Financial		3,978
Woori Absolute Asia Global Opportunity Fund	Other Financial		51,247
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		32,311
Connacht Capital Market Inv.	Other Financial		44,638
Woori Korindo Securities Indonesia	Securities		18,991
Woori CBV Securities Corporation	Securities		9,464
Woori Absolute Return Investment Strategies	Other Financial		34,880
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		—
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		—
Woori Giant First Co., Ltd	Other Financial		—
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd	Other Financial		2,250
G3 Pro Short-term 13	Beneficiary Certificates		168
G4 Pro Short-term 13	Beneficiary Certificates		71
Twins Subordinated Debt 1st	Beneficiary Certificates		3
Kyobo First Class Long-Term E-203	Beneficiary Certificates		192
Kyobo First Class Mid-Term E-209	Beneficiary Certificates		45
Cho Hung Clover HYA1	Beneficiary Certificates		1,978
G1 New Jump Long-Term Bond A-4th	Beneficiary Certificates		5,823
Best Optimax Mid-Term A3	Beneficiary Certificates		709
Best Optimax Mid-Term III A1	Beneficiary Certificates		1,506
Best Optimax Long-Term A1	Beneficiary Certificates		434
Woori AMC	Other Financial		15,922
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		22,318
Woori F&I Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		876
Woori SB Tenth Asset Management Co., Ltd.	Other Financial		46,585
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		5,398
Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.	Other Financial		9,033
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		36,346


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		25,520
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		76,650
Woori EA Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		80,167
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		52,886
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		129,613
WR Investment LLC	Other Financial		10
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		72,923
WR Investment America LLC	Other Financial		28,520
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		159,381
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori EA Twelveth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori Private Equity Fund	Private Equity Investment		210,196
Kumho Investment Bank	Financial Services		1,953,706
Woori EL Co., Ltd.	Other Financial		30
Two Eagles LLC	Real Estate & Leasing		1,841

3.	Capital Structure

a.	Changes in Capital

(units: Won, shares)


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

b.	Convertible Bonds

Not applicable

4.	Total Number of Authorized Shares

a.	Total Number of Authorized Shares


As of December 31, 2011		(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		1,999		1,999
Free float shares		806,013,341		806,013,341

b.	Treasury Stock


As of December 31, 2011		(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

2,561

562

1,999

Subtotal

Common Preferred

2,561

562

1,999

Indirect acquisition from trust agreement

Common Preferred

Total

Common Preferred

2,561

562

1,999

5.	Voting Rights


As of December 31, 2011		(unit: shares)


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

6.	Dividend Information

a.	Dividend information for the past three years


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

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

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

II.

Description of Business

1.	Business Overview

a.	Organizational Chart

(As of December 31, 2011)

LOGO

2.	Overview of Operations

a.	Performance of Operations

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

b.	Financing of Operations

(1)

Source of Funds

(unit: in millions of Won)


Items	2011			2010			2009
Shareholders’ Equity		14,214,221			13,804,170			13,720,762
Capital		4,030,077			4,030,077			4,030,077
Hybrid Securities		309,010			—			—
Capital Surplus		109,025			109,025			109,025
Retained Earnings		9,766,123			9,665,087			9,581,679
Capital Adjustments		(14	)		(18	)		(18	)
Borrowings		3,888,783			3,804,738			3,824,487
Debentures		3,653,968			3,654,843			3,744,156
Bank Borrowings		—			—			60,000
Commercial Paper		—			—			—
Other Borrowings		—			—			—
Other Liabilities		234,815			149,895			20,331
Total		18,103,004			17,608,908			17,545,249

*	Separate basis.

(2)

Use of Funds

(unit: in millions of Won)


Items	2011		2010		2009
Subsidiary Stock		17,825,203		17,383,228		17,350,078
Woori Bank		13,621,824		13,621,824		13,621,824
Kyongnam Bank		1,443,661		1,443,661		1,443,661
Kwangju Bank		976,291		976,284		976,284
Woori FIS		15,013		15,013		15,013
Woori F&I		206,563		166,563		166,563
Woori Investment & Securities		1,036,749		754,782		754,782
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		34,246		24,246		24,246
Woori Financial		207,346		207,346		207,346
Woori Aviva Life Insurance		106,053		106,053		72,903
Woori FG Savings Bank		110,000		—		—
Investment Securities		—		—		—
Loan Obligations		996		994		139,151
Tangible Assets		515		593		685
Intangible Assets		29		35		23
Cash		33,538		65,346		23,267
Other Assets		242,723		158,712		32,045
Total		18,103,004		17,608,908		17,545,249

*	Separate basis.

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

c.	Transactions related to Commission Fees

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

(unit: in millions of Won)


Category	2011⁽¹⁾		2010⁽¹⁾		2009⁽²⁾
Commission Revenue (A)		65,698		35,626		—
Commission Expense (B)		5,971		4,209		7,001
Commission Profit (A-B)		59,727		31,417		(7,001	)

(1)	Separate basis; based on Korean IFRS.

(2)	Non-consolidated basis; based on Korean GAAP.

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2011⁽¹⁾			2010⁽¹⁾			2009⁽¹⁾
Current Assets (A)		33,591			65,497			23,682
Current Liabilities (B)		11,300			9,260			8,995
Current Ratio⁽²⁾ (A/B)		297.28	%		707.31	%		263.29	%

(1)	Separate basis.

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

Debt Ratio

(unit: in millions of Won)


Items	2011			2010			2009
Liabilities (A)		3,888,783			3,804,738			3,824,487
Equity (B)		14,214,221			13,804,170			13,720,761
Debt Ratio (A/B)		27.36	%		27.56	%		27.87	%

*	Separate basis.

BIS Ratio

(unit: in millions of Won)


Items	2011 ⁽¹⁾			2010⁽²⁾			2009⁽²⁾
Total Capital (A)		25,668,548			24,839,544			24,824,094
Risk weighted assets (B)		208,069,221			198,250,944			200,954,776
BIS Ratio (A/B)		12.34	%		12.53	%		12.35	%

(1)	Consolidated basis; based on Korean IFRS.

(2)	Consolidated basis; based on Korean GAAP.

b.	Credit Ratings for the Past Three Years


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

c.	30 Largest Exposures by Borrower


(As of December 31, 2011)		(unit: in hundred millions of Won)


Name	Total Credit Exposure		Securities		Total Exposure
Korea Finance Corporation		—		26,231		26,231
Korea Land & Housing Corporation		102		22,304		22,406
Korea Deposit Insurance Corporation		10,000		8,338		18,338
Samsung Electronics		16,432		115		16,547
Korea Housing Finance Corporation		—		15,939		15,939
Sungdong Shipbuilding & Marine		11,253		—		11,253
Hyundai Heavy Industries		8,225		2,256		10,482
Korea Development Bank		—		10,129		10,129
SH Corporation		5,097		4,931		10,029
Kookmin Bank		2,669		6,506		9,175
Shinhan Bank		—		8,950		8,950
Hyundai Steel		7,083		729		7,812
Industrial Bank of Korea		6		7,300		7,306
Small&Medium Business Corporation		—		7,175		7,175
National Agricultural Cooperative Federation		791		6,367		7,158
SPP Shipbuilding		6,790		—		6,790
STX Shipbuilding		6,264		—		6,264
Daewoo International		6,224		—		6,224
Kumho Tires		5,890		119		6,009
LG Chemical		5,524		131		5,655
Hyosung		5,312		228		5,540
POSCO		1,269		4,250		5,519
Samsung Card		3,043		2,095		5,138
Hyundai Capital		2,600		2,483		5,083
Kumho Industrial		4,426		479		4,905
Korea BTL Infrastructure Fund		—		4,739		4,739
DSME		4,360		215		4,575
Shinhan Card		1,000		3,519		4,519
Korea Student Aid Foundation		—		4,506		4,506
Hyundai Samho Heavy Industries		4,454		—		4,454
Total		118,814		150,036		268,850

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

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


(As of December 31, 2011)		(unit: in hundred millions of Won)


Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Construction		3,789		3,772		2,900
B	Construction		1,555		1,555		1,072
C	Construction		1,000		1,000		857
D	Manufacturing		897		897		775
E	Manufacturing		660		660		165
F	Construction		658		658		457
G	Construction		637		621		320
H	Manufacturing		607		607		83
I	Real Estate & Leasing		600		600		16
J	Finance & Insurance		558		558		181
K	Construction		519		519		319
L	Finance & Insurance		511		511		128
M	Construction		893		502		483
N	Wholesale and Retail Trade		469		469		80
O	Manufacturing		1,307		462		222
P	Manufacturing		454		415		120
Q	Religious Organization		357		357		115
R	Construction		317		312		99
S	Manufacturing		287		287		186
T	Manufacturing		331		280		169
	Total		16,405		15,401		8,746

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

e.	Recent Developments

On February 18, 2011, Woori Finance Holdings was selected as the preferred bidder for the purchase of the assets and assumption of the liabilities of Samhwa Mutual Savings Bank and signed a memorandum of understanding on March 11, 2011 with KDIC relating to such purchase and assumption. In order to effect such purchase and assumption, Woori Finance Holdings established a new subsidiary, Woori FG Savings Bank Co., Ltd., which began its operations on March 25, 2011.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

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


Items	2011			2010
Cash and cash equivalents		33,538			65,345
Loans and Receivables		36,691			31,131
Investments in Subsidiaries and Associates		17,825,203			17,383,228
Fixed Assets		515			593
Intangible Assets		29			35
Deferred Tax Assets		2,158			1,128
Other Assets		204,870			127,448
Total Assets		18,103,004			17,608,908
Debentures		3,653,968			3,654,844
Current Tax Liability		201,361			124,078
Other Financial Liabilities		30,631			23,889
Other Liabilities		2,823			1,927
Total Liabilities		3,888,783			3,804,738
Common Stock		4,030,077			4,030,077
Hybrid Securities		309,010			—
Capital Surplus		109,026			109,025
Other Equity		(14	)		(18	)
Retained Earnings		9,766,122			9,665,086
Total Equity		14,214,221			13,804,170
Net Interest Income		(214,308	)		(235,936	)
Net Fees Income		57,851			29,982
Dividend Income		516,008			407,130
Reversal of Impairment Loss on Credit Loss		(1	)		(843	)
Other Net Operating Expenses		(56,102	)		(39,137	)
Income Before Income Tax		303,450			162,882
Total Net Income		304,480			164,010
Total Comprehensive Income		304,480			164,010
Earnings Per Share (in Won)		375			203

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2011		2010
Cash and Cash Equivalents		6,417,123		4,871,109
Financial Assets at Fair Value through Profit or Loss		25,600,231		22,183,761
Available-for-Sale Financial Assets		19,671,924		21,997,884
Held-to-Maturity Financial Assets		20,036,128		19,885,559
Loans and Receivables		235,159,956		216,791,805
Investments in Jointly Controlled Entities and Associates		928,233		744,844
Investment Properties		498,999		643,271
Tangible Assets		3,134,472		3,097,378
Intangible Assets and goodwill		447,891		295,136
Current Tax Assets		56,570		9,568
Deferred Tax Assets		79,980		58,705
Derivative Assets		326,840		131,511
Assets Held for Sale		56,243		87,926
Other Assets		377,059		378,861
Total Assets		312,791,649		291,177,318
Financial Liabilities at Fair Value Through Profit or Loss		9,621,546		8,838,281
Deposits		195,930,482		185,427,625
Borrowings		34,666,709		34,265,662
Debentures		29,265,833		29,110,640
Provisions		892,308		761,055
Retirement Benefit Obligations		119,704		69,949
Current Tax Liabilities		274,257		173,960
Deferred Tax Liabilities		260,431		212,534
Derivatives Liabilities		33,493		5,339
Other Financial Liabilities		19,083,709		11,648,328
Other Liabilities		569,783		399,191
Total Liabilities		290,718,255		270,912,564
Equity Ownership of Controlled Entity		17,523,998		15,701,540
Capital Stock		4,030,077		4,030,077
Hybrid Securities		309,010		—
Capital Surplus		175,768		180,105
Other Equity		586,421		1,002,019
Retained Earnings		12,422,722		10,489,339
Non-Controlling Interests		4,549,396		4,563,214
Total Equity		22,073,394		20,264,754


Total Liabilities and Equity	312,791,649		291,177,318

Operating Income	3,160,673		2,068,869
Net Interest Income	7,262,045		6,423,145
Interest Income	15,044,846		14,057,227
Interest Expense	7,782,801		7,634,082
Net fees and commissions income	1,195,492		1,115,774
Fees and Commissions Income	1,774,434		1,688,039
Fees and Commissions Expense	578,942		572,265
Dividends	203,005		200,780
Gain on Financial Instruments at FVTPL	119,403		39,074
Gain on Available-for-Sale Financial Assets	1,072,877		1,073,469
Gain on Held-to-Maturity Financial Assets	82		21
Impairment Losses for Loans, Other Receivables, Guarantees and Unused Commitments	2,268,927		2,872,943
Other Net Operating Expenses	(4,423,304	)	(3,910,451	)
Share of profits of jointly controlled entities and associates	16,700		29,926
Net Income Before Income Tax Expense	3,177,373		2,098,795
Income Tax Expense	744,093		498,121
Net Income	2,433,280		1,600,674
Net Income Attributable to Owners	2,136,828		1,288,856
Net Income Attributable to the Non-Controlling Interests	296,452		311,818
Other Comprehensive Income	(385,374	)	(235,991	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates	(37,602	)	(20,546	)
Gain (loss) on Overseas Business Translation	24,591		(18,826	)
Gain on Valuation of Cashflow Hedge	2,514		8,713
Total Comprehensive Income	2,047,906		1,364,683
Comprehensive Income Attributed to owneres	1,729,658		1,051,725
Comprehensive Income Attributed to the Non-Controlling Interests	318,248		312,958
Earnings per Share (in Won)	2,649		1,599
Consolidated Subsidiaries	143		148

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2011	2010	2009
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, 2011, December 31, 2010 and January 1, 2010, respectively, 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)
2011	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		426		9,409
2010	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Non-consolidated)		342		6,148
2009	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Non-consolidated)		342		4,941

(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
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		—
2010	2011.03.07 2010.04.30	US GAAP and SOX Auditing Corporate tax reconciliation (Consolidated tax return advice)		2010.12~2011.05 2010.07~2010.08 2011.02~2011.03		2,306 72		—
2009	2009.12.21 2009.04.29	US GAAP and SOX Auditing Corporate tax reconciliation (Consolidated tax return review)		2009.12~2010.05 2009.07~2009.08 2010.2~2010.3		3,006 31		—

V.	Corporate Governance and Affiliated Companies

1.	About the Board of Directors

Composition of our board of directors

After the general shareholders’ meeting on March 30, 2012


Name	Career & Academic Background	Relationship with Largest Shareholder	Notes
Pal Seung Lee (Standing Director)	- Current) Chairman and chief executive officer of Woori Finance Holdings - Chief executive officer, Woori Securities - Executive managing director, Hanil Bank - Bachelor of Law, Korea University	None	Chairman of the board
Yong-Man Rhee (Non-Standing Director)	- Current) Committee Member, National Elders Committee - Governor, Bank Supervisory Service - Minister, Ministry of Finance and Economy - Graduate School of Public Administration, Korea University	None	—
Min-Joon Bang (Non-standing Director)	- Vice President, New Daily - Arbitration Commissioner of Press Arbitration Commission - Head of Editorial Desk, Korea Times - Bachelor of Arts (Korean Language and Literature), Seoul National University	None	Fourth consecutive term
Hi-Taek Shin (Non-standing Director)	- Current) Professor of College of Law, Seoul National University - Lawyer, Kim & Chang Law Firm - Bachelor of Law, Seoul National University - Master of Law, Seoul National University - J.S.D, Yale Law School	None	Fourth consecutive term
Doo-Hee Lee (Non-standing Director)	- Current) Professor of College of Business Administration, Korea University - President, Korea Advertising Society - Bachelor of Business Administration, Korea University - Ph.D. in Business Administration, Michigan State University	None	Third consecutive term
Hun Lee (Non-standing Director)	- Current) Co-Head, The Lawyers for Citizens - Lawyer, Barun Law - Bachelor of Law, Chung-Ang University	None	Third consecutive term
Hyung-Goo Lee (Non-standing Director)	- Current) Director, Savings Bank Support Department, Korea Deposit Insurance Corporation - Employed at Cho-Hung Bank - Bachelor of Law, Daegu University	Employee of the largest shareholder	New appointment
John Ji Whan Park (Non-standing Director)	- Current) Representative Director, Asia Evolution - Director, AT&T Network System - Director, Goldman Sachs - Bachelor of Arts (Economics), Brown University - Master of Business Administration, Harvard University	None	—

Committees under the Board of Directors

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

(a)

Management Committee

(b)

Business Development and Compensation Committee

(c)

Risk Management Committee

(d)

Standing Directors Committee

(e)

Ethics Committee

(f)

Outside Directors Recommendation Committee

(g)

MOU Evaluation Committee

(h)

Audit Committee

(i)

Audit Committee Member Candidate Recommendation Committee

After the general shareholders’ meeting on March 30, 2012


Name	Position	Notes
Management Committee	Pal Seung Lee Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee	Chairman and CEO Pal Seung Lee heads this committee consisting of the heads of the sub-committees.
Business Development and Compensation Committee	Yong-Man Rhee Min-Joon Bang Doo-Hee Lee John Ji Whan Park	Non-standing director Yong-Man Rhee heads this committee consisting of no fewer than three non-standing directors.
Risk Management Committee	Pal Seung Lee Min-Joon Bang Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman and CEO Pal Seung Lee heads this committee. The committee consists of the Chairman and CEO, inside director in charge of finance and no fewer than three non-standing directors.
Standing Directors Committee	Pal Seung Lee	Chairman and CEO Pal Seung Lee heads the committee consisting of all executive directors.
Ethics Committee	Pal Seung Lee Min-Joon Bang Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Min-Joon Bang heads this committee consisting of all executive directors and no fewer than two non-standing directors.
Outside Directors Recommendation Committee	Pal Seung Lee Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Doo-Hee Lee heads this committee consisting of the Chairman and CEO and no fewer than three non-standing directors.
MOU Evaluation Committee	Pal Seung Lee Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman and CEO Pal Seung Lee heads this committee consisting of the entire board of directors.
Audit Committee	Yong-Man Rhee Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee	Consists of no fewer than 3 directors and one financial expert, at least two-thirds of whom are non-standing directors
Audit Committee Member Candidate Recommendation Committee	Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park	Non-standing director Doo-Hee Lee heads this committee consisting of all non-standing directors.

2.	Related Companies

LOGO

3.	Investments in Other Companies


As of December 31, 2011		(units: thousands of shares, millions of Won, %)


	Beginning Balance						Changes						Ending Balance						Total Assets as of the Most		Net Income for
Name	Quantity		Share		Book value		Quantity		Cost		Valuation Gain/Loss		Quantity		Share		Book value		Recent Fiscal Year		the Most Recent Fiscal Year
Woori Bank		765,957		100.0		13,621,824		—		—		—		765,957		100.0		13,621,824		242,472,162		2,068,544
Kwangju Bank		49,413		99.9		976,284		0.518		7.20		—		49,413		100.0		976,291		18,030,369		136,328
Kyongnam Bank		58,050		99.9		1,443,661		0.043		0.83		—		58,050		100.0		1,443,662		28,585,596		195,647
Woori FIS (formerly Woori Finance Information System)		900		100.0		15,013		—		—		—		900		100.0		15,013		264,215		-3,480
Woori F&I		6,000		100.0		166,563		8,000		40,000		—		14,000		100.0		206,563		1,371,031		43,145
Woori Investment & Securities		46,325		35.0		754,782		29,101		281,967		—		75,426		37.9		1,036,749		19,359,159		153,315
Woori Asset Management		6,662		100.0		67,456		—		—		—		6,662		100.0		67,456		82,345		1,857
Woori Private Equity		4,000		100.0		24,246		2,000		10,000		—		6,000		100.0		34,246		1,575,969		650
Woori Financial		8,909		52.5		207,346		—		—		—		8,909		52.5		207,346		3,161,794		51,702
Woori Aviva Life Insurance		7,601		51.6		106,053		—		—		—		7,601		51.6		106,053		2,608,573		-1,994
Woori FG Savings Bank								6,320		110,000				6,320		100.0		110,000		716,501		398
Total		953,817				17,383,228		45,422		441,975				999,239				17,825,203		318,227,714		2,646,112

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

2.	The figures for the total assets and the net income for the most recent fiscal year are generally calculated on a consolidated basis in accordance with Korean IFRS.

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

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

VI.

Stock Information

1.	Stock Distribution

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


As of December 31, 2011		(units: shares, %)


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

Largest Shareholder: KDIC

b.	Share Ownership of More Than 5%


As of December 31, 2011		(units: shares, %)


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

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

a.	Domestic Stock Market

(units: Won, shares)


Period		July 2011		August 2011		September 2011		October 2011		November 2011		December 2011
Common Stock	High		14,500		14,250		11,500		11,200		10,650		10,500
	Low		13,500		11,100		8,500		9,390		9,100		9,350
	Average		14,026		12,045		9,916		10,594		9,852		9,790
Monthly Trade Volume	High		3,633,844		11,716,674		6,725,107		8,029,417		5,199,382		6,733,981
	Low		712,920		1,527,335		2,799,533		1,907,261		1,466,593		1,001,262
	Average		41,752,281		81,533,208		94,073,740		71,873,170		60,820,205		51,726,625

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		July 2011		August 2011		September 2011		October 2011		November 2011		December 2011
ADR	High		41.05		40.14		32.38		30.52		29.31		27.51
	Low		37.85		30.00		22.19		24.15		23.03		23.06
	Average		39.70		33.27		26.49		27.64		25.91		25.17
Won Con-version	High		43,320		42,271		34,660		34,320		32,393		31,009
	Low		40,019		32,766		26,317		28,451		26,406		26,669
	Average		42,059		35,699		29,631		31,939		29,338		28,879
Monthly Trade Volume	High		9,400		41,800		54,300		49,300		40,400		30,700
	Low		1,600		2,100		3,300		2,600		3,700		6,100
	Monthly Total		107,200		264,800		284,100		201,800		339,400		245,800

VII.

Directors and Employee Information

1.	Directors

As of December 31, 2011


Position		Name	Common Stock Owned		Expiration of Term
Chairman and CEO	Registered	Pal Seung Lee		63,000	March 24, 2014
Senior Managing Director	Non-Registered	Hyun Jin Jung			September 12, 2012
Senior Managing Director	Non-Registered	Yang Jin Kim			March 31, 2013
Senior Managing Director	Non-Registered	Byoung Yoon Jeon			September 26, 2012
Senior Managing Director	Non-Registered	Rok Hwang			March 31, 2013
Senior Managing Director	Non-Registered	Joon Ho Kim			December 15, 2013
Managing Director	Non-Registered	Sung Jae Park		353	February 9, 2012
Managing Director	Non-Registered	Hong Dall Kim			September 26, 2012
Managing Director	Non-Registered	Seong Kook Jo			September 26, 2012
Managing Director	Non-Registered	Chang Young Choi			December 15, 2013
Non-standing Director	Registered	Yong-Man Rhee			March 24, 2013
Non-standing Director	Registered	Min-Joon Bang			March 24, 2013
Non-standing Director	Registered	Hi-Teak Shin			March 24, 2012
Non-standing Director	Registered	Doo-Hee Lee			March 24, 2012
Non-standing Director	Registered	Kwang-Yie Kim			March 24, 2013
Non-standing Director	Registered	Hun Lee			March 24, 2012
Non-standing Director	Registered	John Ji Whan Park			March 24, 2013

*	Common Stock held by Pal Seung Lee as of December 31,2011: 63,000 shares

2.	Employee Status


As of December 31, 2011		(units: persons, thousands of Won)

Staff

Average

Tenure

Cumulative

Average
Compensation

Items

Admin.

Manu.

Misc.

Total

Years

Compensation

Per Person

Note

Total

143

152

3 years and 2 months

9,055,852

59,577

3.	Directors’ Compensation

(unit: in millions of Won)


Items	Total Compensation		Number of Person		Average Compendation Per employee		Note
Standing Director		598		1		598
Non-standing Directors (excluding audit committee member)		74.3		2		37.1
Audit Committee Members		157.5		5		39.3	No compensation was provided for one of the members of the Audit Committee

(1)	Cumulative basis from January 1 to December 31, 2011.

*	Compensation limit for the Standing Director, Non-standing Directors and Audit Committee Members, on an aggregate basis, as approved at the annual general meeting of shareholders was W4,000 million.

VIII.

Related Party Transactions

Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)

(unit: in millions of Won)


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

Payment Transactions

(unit: shares)


		Capital Contribution and Share Disposa
			Transactions
Name	Relation	Types of Shares	Beginning		Increase		Decrease		Ending		Notes
Woori Bank	Subsidiary	Common stock		695,956,580		—		—		695,956,580
		Preferred Stock		70,000,000		—		—		70,000,000
Kwangju Bank	Subsidiary	Common stock		49,413,333		518		—		49,413,851
Kyongnam Bank	Subsidiary	Common stock		58,049,994		43		—		58,050,037
Woori FIS (formerly Woori Finance Information System)	Subsidiary	Common Stock		900,000		—		—		900,000
Woori F&I	Subsidiary	Common Stock		6,000,000		8,000,000		—		14,000,000
Woori Investment & Securities	Subsidiary	Common Stock		46,324,981		29,101,233		—		75,426,214
Woori Asset Management	Subsidiary	Common Stock		6,662,000		—		—		6,662,000
Woori Private Equity	Subsidiary	Common Stock		4,000,000		2,000,000		—		6,000,000
Woori Financial	Subsidiary	Common Stock		8,909,439		—		—		8,909,439
Woori Aviva Life Insurance	Subsidiary	Common Stock		7,601,091		—		—		7,601,091
Woori FG Savings Bank	Subsidiary	Common Stock				6,320,000				6,320,000
Total				953,817,418		45,421,794		—		999,239,212

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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Woori Finance Holdings Co., Ltd.
	(Registrant)

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