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 November 2012

Woori Finance Holdings Co., Ltd.

(Translation of Registrant’s name into English)

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

(Address of principal executive offices)

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

Form 20-F x Form 40-F ¨

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

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

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

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

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

Yes ¨ No x

Index

1. Summary of 2012 3Q Business Report

2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Review Reports for 2012 3Q

Summary of 2012 3Q Business Report

Table of Contents


I.	COMPANY OVERVIEW		5

	1.	Purpose of the Company	5

	2.	History of the Company	6

	3.	Capital Structure	16

	4.	Total Number of Authorized Shares	17

	5.	Voting Rights	17

	6.	Dividend Information	18

II.	DESCRIPTION OF BUSINESS		19

	1.	Business Overview	19

	2.	Overview of Operations	20

	3.	Other Information Relevant to Investment Decisions	22

III.	FINANCIAL INFORMATION		26

	1.	Condensed Financial Statements (Separate)	26

	2.	Condensed Financial Statements (Consolidated)	27

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%

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

b.	Associated Business Group

(1)

Overview of Business Group

Name of business group: Woori Financial Group

(2)

Related companies within the business group

As of September 30, 2012


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
	Woori F & I
	Woori Private Equity
2^nd Tier Subsidiaries	Woori Credit Information	Woori Bank	62 companies
	Woori America Bank
	P.T. Bank Woori Indonesia
	Korea BTL Infrastructure Fund
	Woori Global Markets Asia Ltd.
	Woori Bank (China) Limited
	ZAO Woori Bank
	Woori Fund Service
	Woori Bank Brasil
	Woori AMC	Woori F&I
	Woori F&I Seventh Asset Securitization Specialty Co., Ltd.
	Woori 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.


Type	Name of Company	Controlling Company	Notes
	Woori EA Eighth Asset Securitization Specialty Co., Ltd.
	Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd.
	WR Investment America LLC
	Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.
	Woori EA Tenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty First Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd.
	Woori EA Twelveth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd
	Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.
	Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd
	Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd
	Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd
	Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd
	POSCO Woori EIG Global Private Equity Fund	Woori Asset Management
	Woori Private Equity Fund	Woori Private Equity
	Woori Blackstone Korea Opportunity Private Equity Fund No.1	Woori Private Equity
	Woori Futures	Woori Investment & Securities
	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 Nineteenth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

*	On March 8, 2012, Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On March 9, 2012, POSCO Woori EIG Global Private Equity Fund, to which Woori Asset Management contributed 0.5% of the capital and serves as its general partner, was included as our 2^ndtier subsidiary.

*	On March 29, 2012, Woori EA Fifteenth Asset Securitization Specialty Co., Ltd., a 70% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On May 16, 2012, Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On May 24, 2012, Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On June 11, 2012, Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On July 17, 2012, WR Creditors Co., Ltd. was dissolved and removed from our list of subsidiaries.

*	On September 5, 2012, Woori EA Eighteenth Asset Securitization Specialty Co., Ltd., a 67% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On September 10, 2012, Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*	On September 25, 2012, Woori Bank Brasil was included as our 2^nd tier subsidiary. Woori Bank owns a 100% (less one share) stake in Woori Bank Brasil.

c.	Consolidated Subsidiaries


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori Bank	Banking		237,991,539
Kwangju Bank	Banking		17,683,978
Kyongnam Bank	Banking		25,353,402
Woori Investment & Securities	Securities		20,927,271
Woori Asset Management	Collective Investment		80,020
Woori Financial	Other Financial		3,161,794
Woori FIS (former Woori Finance Information System)	Financial Information Technology		264,215
Woori F&I	Other Financial		1,159,311
Woori Private Equity	Other Financial		39,188
Woori FG Savings Bank	Banking		603,400
Woori Heritage Long Short Private Equity Investment Trust No. 1	Other Financial		10,114
Woori Credit Information	Debt Collection and Credit Rating		30,148
Woori America Bank	Banking		1,102,653
P.T. Bank Woori Indonesia	Banking		643,915
Woori Global Markets Asia Ltd.	Banking		189,541
Woori Bank (China) Limited	Banking		2,995,451
ZAO Woori Bank	Banking		350,235
Woori Bank Brasil	Banking		—
Korea BTL Infrastructure Fund	Other Financial		473,983
Woori Fund Service Co., Ltd.	Other Financial		2,719
Kumho Trust 1st Co., Ltd.	Other Financial		81,289
Woori IB Global Bond Co., Ltd	Other Financial		214,763
Connsus Eighth Co., Ltd.	Other Financial		9
Asiana Saigon Co., Ltd.	Other Financial		52,618
An-Dong Raja 1st Co., Ltd.	Other Financial		13,482
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd	Other Financial		152,270
IB Global 1st Inc.	Other Financial		70,326
Hermes STX Co., Ltd.	Other Financial		30,690
BWL First Co., LLC	Other Financial		80,078
Woori Poongsan Co., Ltd	Other Financial		34,720
Pyeongtaek Ocean Sand Co., Ltd.	Other Financial		44,470
Heoreum Short-Term 15^th	Other Financial		57
G5 Pro Short-Term 13^th	Other Financial		657
G6 First Class Mid-Term E-20	Other Financial		1


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
G15 First Class Mid-Term C-1	Other Financial		4
D First Class Mid-term C-151	Other Financial		3
Golden Bridge Sidus FNH Video	Other Financial		2,868
Golden Bridge NHN Online Private Equity Investment	Other Financial		21,686
Woori CS Ocean Bridge 7^th	Other Financial		126
Woori Milestone Private Real Estate Fund 1^st	Other Financial		7,292
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		52,553
Woori Partner Plus Private Equity Securities 4^th	Other Financial		400,319
Woori Partner Plus Equity Securities 9^th	Other Financial		323,100
Hanwha Smart Private Equity Trust No. 50 (Bond)	Other Financial		50,045
Samsung Plus Private Equity Investment Trust 20^th	Other Financial		—
KDB Private Equity Securities Investment Trust WB-3^rd (Bond)	Other Financial		—
Shinhan BNP Corporate Private Equity Trust 17^th	Other Financial		—
Woori Partner Plus Private Equity Securities 10^th	Other Financial		—
Yuri WB Private Equity Securities Investment Trust 4^th (Bond)	Other Financial		—
Samsung Plus Private Equity Investment Trust 21^st	Other Financial		—
KDB Private Equity Securities Investment Trust WB-4^th (Bond)	Other Financial		—
Kyobo Axa Tomorrow Private Equity 13^th (Bond)	Other Financial		—
Say Private Equity Securities Investment Trust WB-1	Other Financial		—
Hanwha Private Equity Securities Investment Trust 32^nd	Other Financial		—
Eugene Jalang Private Equity Securities Investment Trust 28^th	Other Financial		—
Kyobo Axa Tomorrow Private Equity 15^th (Bond)	Other Financial		—
Meritz Prime Private Equity Investment Trust 79^th	Other Financial		—
Mirae Asset Korea Bluechip Plus 3^rd	Other Financial		—
Mirae Asset Triumph Private Equtiy 9^th (Bond)	Other Financial		—
Woori Partner Plus Private Equity Trust 11^th	Other Financial		—
Woori Smart Investor Installment Private Equity 2^nd	Other Financial		—
Connsus Private Equity Investment Trust 64^th	Other Financial		—
Phoenix Sky Private Equity Securities 11^th	Other Financial		—
Hana UBS Power Private Equity Securities 15^th	Other Financial		—
Hana UBS Power Private Equity Securities 5^th	Other Financial		—
Hyundai Advantage Private Equity 15^th	Other Financial		—
Hyundai Platinum Private Equity Securities W-1	Other Financial		—
HDC New Star Private Equity Securities 15^th	Other Financial		—
LS Leading Solution Private Equity Securities 118^th	Other Financial		—
Euro Quanto Second Inc.	Other Financial		52,599
Hybrid 1st Specialty Inc.	Other Financial		314,707
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd.	Other Financial		9,731
Heungkuk Hiclass 9^th	Other Financial		3,284
Woori Frontier Short Term Private Equity Securities Investment Trust 14^th (Bond)	Other Financial		—
Woori Frontier Short Term Private Equity Securities Investment Trust G-1	Other Financial		—
Truston Plus Alpha Private Equity Securities Investment Trust 9^th (Bond Mixed Type)	Other Financial		—
Consus 6th Co., LLC	Other Financial		9
Tongyang High Plus Securities Investment Trust N-22^nd (Bond)	Other Financial		—
Samsung Partner Plus Private Equity Investment Trust 6^th (Bond Mixed Type)	Other Financial		—
Say New Vesta Private Equity Securities Investment Trust 8^th (Bond)	Other Financial		—
Woori Frontier Private Equity Securities Investment Trust 2^nd (Bond)	Other Financial		—
Hanwha Private Equity Securities Investment Trust 4^th (Bond Mixed Type)	Other Financial		—
KTB Market Alpha Private Equity Securities Investment Trust 30-2 (Bond Mixed Type)	Other Financial		—
Shinhan BNP Corporate Private Equity Investment Trust 19^th(Bond Mixed Type)	Other Financial		—
Mirae Asset Columbus Private Equity Investment Trust 43^rd (Bond Mixed Type)	Other Financial		—
Woori Futures	Futures		435,503
Woori Investment Securities International Ltd.	Securities		3,775
Woori Investment & Securities (HK) Ltd.	Securities		29,685
Woori Investment Securities America	Securities		8,311
MARS First Private Equity Fund	Other Financial		61,598
MARS INS First Private Equity Fund	Other Financial		2,404
MARS Second Private Equity Fund	Other Financial		224,133
Woori Investment Asia Pte. Ltd.	Securities		49,559


Name of Company	Business Activities	Total Assets (2011) (unit: in millions of Won)
Woori Absolute Partners PTE Ltd.	Other Financial		4,327
Woori Absolute Asia Global Opportunity Fund	Other Financial		54,995
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		32,549
Connacht Capital Market Inv.	Other Financial		24,978
Woori Korindo Securities Indonesia	Securities		32,339
Woori CBV Securities Corporation	Securities		8,746
Woori Absolute Return Investment Strategies fund	Other Financial		35,848
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		2,486
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		77,779
Woori Giant First Co., Ltd	Other Financial		50,013
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd	Other Financial		1,368
G3 Pro Short-term 13	Beneficiary Certificates		91
G4 Pro Short-term 13	Beneficiary Certificates		44
Twins Subordinated Debt 1st	Beneficiary Certificates		3
Woori AMC	Other Financial		21,714
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		15,428
Woori F&I Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		790
Woori SB Tenth Asset Management Co., Ltd.	Other Financial		29,967
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		2,173
Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.	Other Financial		2,371
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		7,811
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		11,088
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		33,124
Woori EA Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		17,497
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		9,563
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		25,796
WR Investment LLC	Other Financial		10
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		35,064
WR Investment America LLC	Other Financial		29,383
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		55,810
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		18,309
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		13,177
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		24,366
Woori F&I Twenty First Asset Securitization Specialty Co., Ltd	Other Financial		146,945
Woori F&I Twenty Second Asset Securitization Specialty Co., Ltd	Other Financial		74,213
Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd	Other Financial		38,794
Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd	Other Financial		95,305
Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori EA Twelfth Asset Securitization Specialty Co., Ltd.	Other Financial		137,394
Woori EA Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		168,374
Woori EA Fourteenth Asset Securitization Specialty Co., Ltd.	Other Financial		107,996
Woori EA Fifteenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori EA Eighteenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori Private Equity Fund	Private Equity Investment		114,488
Kumho Investment Bank	Financial Services		1,456,784
Woori EL Co., Ltd.	Other Financial		29
Two Eagles LLC	Real Estate & Leasing		1,166

3.	Capital Structure

a.	Changes in Capital

(units: Won, shares)


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

b.	Convertible Bonds

Not applicable

4.	Total Number of Authorized Shares

a.	Total Number of Authorized Shares


As of September 30, 2012	(unit: shares)
Items	Type
Items	Common Shares		Total
Total number of shares authorized		2,400,000,000		2,400,000,000
Total number of issued stock		806,015,340		806,015,340
Treasury stock		2,000		2,000
Free float shares		806,013,340		806,013,340

b.	Treasury Stock

As of September 30, 2012

(unit: shares)

Acquisition

Method

Type of Stock

Beg.

Acquired

Disposal

Canceled

End

Remarks

Direct purchase under

Sub-section 1, section 165-2 of the Financial 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

1,999

2,000

Preferred

Subtotal

Common

1,999

2,000

Preferred

Indirect acquisition from trust agreement

Common

Preferred

Total

Common

1,999

2,000

Preferred

*	Woori Financial Holdings acquired additional treasury shares in respect of fractional shares resulting from share exchange for Woori Securities.

5.	Voting Rights


As of September 30, 2012				(unit: shares)
Items		Number of stock		Notes
Total number of shares	Common Shares		806,015,340
Total number of shares	Preferred Shares
Stocks without voting rights	Common Shares
Stocks without voting rights	Preferred Shares
Stocks with limited voting rights under Korean Securities & Exchange Law	—		2,000
Stocks with voting rights restored	—
Stocks with voting rights	Common Shares		806,013,340
Stocks with voting rights	Preferred Shares

6.	Dividend Information

a.	Dividend information for the past three years


Items		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
Cash dividend yield (%)	Preferred Shares
Stock dividend yield (%)	Common Shares
Stock dividend yield (%)	Preferred Shares
Cash dividend per share (Won)	Common Shares		250		250		100
Cash dividend per share (Won)	Preferred Shares
Stock dividend per share (Won)	Common Shares
Stock dividend per share (Won)	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

Business Overview

(As of September 30, 2012)


Business Area	Business Scope	Subsidiary

Banking	Lending, deposit taking and credit card business	Woori Bank Kwanju Bank Kyongnam Bank

Financial Investment	Investment banking, investment brokerage and collective investment business	Woori Investment & Securities Woori Asset Management

Insurance	Life insurance business	Woori Aviva Life Insurance

Consumer Finance	Facilities lease financing, installment financing and other lease financing	Woori Financial
Consumer Finance	Financial services for the lower-income class	Woori FG Savings Bank

Investment	Acquisition and disposal of non-performing loans and corporate restructuring-related investment business	Woori F&I
Investment	Investment advisory and private equity fund management business	Woori Private Equity

Information Technology Systems	Financial IT system development, sales and maintenance business	Woori FIS

2.	Overview of Operations

a.	Performance of Operations

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

b.	Financing of Operations

(1)

Source of Funds


(unit: in millions of Won)
Items	2012 3Q			2011			2010
Shareholders’ Equity		14,617,597			14,214,221			13,804,170
Capital		4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			309,010			—
Capital Surplus		109,026			109,025			109,025
Retained Earnings		9,980,101			9,766,123			9,665,087
Capital Adjustments		(14	)		(14	)		(18	)
Borrowings		3,761,650			3,888,783			3,804,738
Debentures		3,654,251			3,653,968			3,654,843
Bank Borrowings		—			—			—
Commercial Paper		—			—			—
Other Borrowings		—			—			—
Other Liabilities		107,399			234,815			149,895
Total		18,379,247			18,103,004			17,608,908

*	Separate basis.

(2)

Use of Funds


(unit: in millions of Won)
Items	2012 3Q		2011		2010
Subsidiary Stock		17,973,325		17,825,203		17,383,228
Woori Bank		13,621,824		13,621,824		13,621,824
Kyongnam Bank		1,443,661		1,443,661		1,443,661
Kwangju Bank		976,291		976,291		976,284
Woori FIS		35,013		15,013		15,013
Woori F&I		206,563		206,563		166,563
Woori Investment & Securities		1,036,749		1,036,749		754,782
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		34,246		34,246		24,246
Woori Financial		238,575		207,346		207,346
Woori Aviva Life Insurance		102,946		106,053		106,053
Woori FG Savings Bank		210,000		110,000		—
Investment Securities		—		—		—
Loan Obligations		996		996		994
Tangible Assets		434		515		593
Intangible Assets		35		29		35
Cash		284,823		33,538		65,346
Other Assets		119,635		242,723		158,712
Total		18,379,247		18,103,004		17,608,908

*	Separate basis.

c.	Transactions related to Commission Fees


(unit: in millions of Won)
Category	2012 3Q		2011		2010
Commission Revenue (A)		46,327		65,698		35,626
Commission Expense (B)		2,675		5,971		4,209
Commission Profit (A-B)		43,652		59,727		31,417

*	Separate basis

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

3.	Other Information Relevant to Investment Decisions

a.	Selected Ratios

Won-denominated Current Ratio


(unit: in millions of Won)
Items	2012 3Q⁽¹⁾			2011⁽¹⁾			2010⁽¹⁾
Current Assets (A)		69,155			33,591			65,497
Current Liabilities (B)		8,698			11,300			9,260
Current Ratio⁽²⁾ (A/B)		795.04	%		297.28	%		707.31	%

(1)	Separate basis.

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

Debt Ratio


(unit: in millions of Won)
Items	2012 3Q			2011			2010
Liabilities (A)		3,761,650			3,888,783			3,804,738
Equity (B)		14,617,597			14,214,221			13,804,170
Debt Ratio (A/B)		25.73	%		27.36	%		27.56	%

*	Separate basis.

BIS Ratio


(unit: in millions of Won)
Items	2012 3Q ⁽¹⁾			2011 ⁽¹⁾			2010⁽²⁾
Total Capital (A)		27,030,892			25,668,548			24,839,544
Risk weighted assets (B)		212,443,087			208,069,221			198,250,944
BIS Ratio (A/B)		12.72	%		12.34	%		12.53	%

(1)	Consolidated basis; based on Korean IFRS.

(2)	Consolidated basis; based on Korean GAAP.

b.	Credit Ratings for the Past Three Years

Date of Rating

Evaluated
Securities

Credit
Rating

Company

(Ratings Range)

Evaluation
Category

2008.04.03

2008.06.04

2008.06.12

2008.06.16

2008.09.12

2008.09.16

2008.12.02

2009.03.13

2009.06.30

2009.11.05

2010.05.10

2010.07.23

2010.10.28

2011.02.14

2011.03.02

2011.03.03

2011.05.12

2011.08.11

2011.10.19

2011.11.14

2012.01.30

2012.02.28

2012.06.13

2012.08.06

2012.10.17

Debentures

Hybrid

Debentures

Hybrid

Debentures

AAA

BBB+

AAA

KIS Ratings (AAA ~ D)

NICE (AAA ~ D)

S&P (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

KIS Ratings (AAA ~ D)

Korea Ratings (AAA ~ D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

Korea Ratings (AAA ~D)

NICE (AAA ~ D)

KIS Ratings (AAA ~D)

NICE (AAA ~ D)

Case evaluation

c.	30 Largest Exposures by Borrower


(As of September 30, 2012)	(unit: in hundred millions of Won)
Name	Total Credit Exposure		Securities		Total Exposure
Korea Land & Housing Corporation		76		27,095		27,171
Korea Finance Corporation		—		22,430		22,430
Korea Housing Finance Corporation		—		13,982		13,982
Korea Development Bank		—		13,078		13,078
Hyundai Heavy Industries		7,817		4,556		12,373
Small & Medium Business Corporation		—		9,486		9,486
Shinhan Bank		—		9,296		9,296
Industrial Bank of Korea		27		9,162		9,190
Samsung Electronics		8,638		332		8,970
SH Corporation		73		7,945		8,018
Sungdong Shipbuilding & Marine		7,506		—		7,506
Samsung Heavy Industries		6,158		562		6,720
SPP Shipbuilding		6,539		—		6,539
Hyundai Steel		5,984		334		6,318
Kookmin Bank		3,355		2,947		6,302
Kumho Tire		4,702		1,132		5,834
Standard Chartered Bank Korea		—		5,581		5,581
NH Bank		11		5,560		5,571
Planeswalker 5^th		—		5,551		5,551
Hyundai Capital		2,100		3,426		5,526
Korea Water Resources Corporation		7		5,417		5,424
Daewoo International		5,390		—		5,390
Korea BTL Infrastructure Fund		—		5,383		5,383
S-Oil		5,173		138		5,312
LG Chemical		5,115		76		5,191
Hyosung		5,026		48		5,073
SK Telecom		4,500		507		5,007
SK Energy		4,465		427		4,892
Hyundai Oilbank		4,083		716		4,799
Export-Import Bank of Korea		—		4,767		4,767
Total		86,744		159,935		246,679

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

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

*	Corporate borrowers Only

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


(As of September 30, 2012)		(unit: in hundred millions of Won)
Name	Industry	Total Exposure		Sub-standard or below		Loan Loss Reserve
A	Manufacturing		1,688		1,688		504
B	Manufacturing		1,512		1,512		193
C	Non-financial Holding Company		1,450		1,450		0
D	Manufacturing		1,204		1,200		505
E	Manufacturing		801		801		509
F	Construction		798		798		106
G	Real Estate & Leasing		750		750		220
H	Construction		655		655		136
I	Manufacturing		639		639		142
J	Construction		611		611		453
K	Manufacturing		2,567		600		600
L	Real Estate & Leasing		600		600		1
M	Real Estate & Leasing		587		587		508
N	Manufacturing		586		586		79
O	Construction		537		537		352
P	Construction		980		499		424
Q	Finance & Insurance		486		486		122
R	Automobile Sales		469		469		61
S	Manufacturing		489		450		197
T	Manufacturing		567		444		448
Total			17,977		15,363		5,560

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

*	Corporate borrowers only

e.	Recent Developments

In March 2011, in order to actively target the increasing market for financial services for the lower-income class and diversify its business portfolio, Woori Finance Holdings established a new subsidiary, Woori FG Savings Bank Co., Ltd., which purchased certain assets and assumed certain liabilities of Samhwa Mutual Savings Bank.

On May 6, 2012, Woori FG Savings Bank made a bid for the acquisition of certain assets and the assumption of certain liabilities of Solomon Savings Bank (whose operations had been suspended) in order to expand its growth base. On September 5, 2012, Woori FG Savings Bank acquired certain assets and assumed certain liabilities of Solomon Savings Bank, which allowed it to increase its asset base as well as its operational network in the metropolitan Seoul area.

Woori Financial Holdings aims to build a competitive savings bank through the creation of synergy between its subsidiaries and the reduction of non-performing assets. Woori FG Savings Bank will promote the Korean government’s policy to vitalize the financial services industry for the lower-income class by providing stable and reliable financial services.

III.

Financial Information

1.	Condensed Financial Statements (Separate)

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


Items	2012 3Q			2011			2010			2009⁽¹⁾
Cash and Cash Equivalents		284,823			33,538			65,346			23,267
Loans and Receivables		40,651			36,691			31,131			170,025
Investments in Subsidiaries and Associates		17,973,325			17,825,203			17,383,228			17,350,078
Fixed Assets		434			515			593			684
Intangible Assets		35			29			34			23
Other Assets		77,820			204,871			127,448			1,172
Deferred Tax Assets		2,159			2,158			1,128			—
Total Assets		18,379,247			18,103,005			17,608,908			17,545,249
Borrowings								—			60,000
Debentures		3,654,151			3,653,968			3,654,843			3,744,156
Retirement Benefit Obligation		2,122			—			—			661
Current Tax Liability		76,061			201,361			124,079			—
Other Financial Liabilities		27,680			30,632			23,889			19,285
Other Liabilities		1,636			2,823			1,926			385
Total Liabilities		3,761,650			3,888,784			3,804,737			3,824,487
Common Stock		4,030,077			4,030,077			4,030,077			4,030,077
Capital Surplus		109,026			109,026			109,025			109,025
Hybrid Securities		498,407			309,010			—			—
Other Equity		(14	)		(14	)		(18	)		(18	)
Retained Earnings		9,980,101			9,766,122			9,665,087			9,581,678
Total Equity		14,617,597			14,214,221			13,804,171			13,720,762
Operating Income		435,430			303,450			162,882
Net Interest Income		(130,503	)		(214,309	)		(235,936	)
Net Fees Income		43,652			57,852			29,982
Dividend Income		562,272			516,008			407,130
Impairment Loss on Credit Loss		—			1			843
Other Net Operating Expenses		(39,991	)		(56,102	)		(39,137	)
Income Before Income Tax		435,430			303,450			162,882
Income Tax Expense		1			1,030			1,128
Total Net Income		435,431			304,480			164,010
Total Comprehensive Income		435,431			304,480			164,010
Earnings Per Share (in Won)		515			375			203

(1)	As of the Korean IFRS conversion date.

2.	Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2012 3Q			2011			2010			2009⁽¹⁾
Cash and Cash Equivalents		6,239,228			6,417,123			4,871,109			5,805,996
Financial Assets at Fair Value through Profit or Loss		27,940,372			25,600,231			22,183,761			25,151,525
Available-for-Sale Financial Assets		17,530,330			19,671,924			21,997,884			21,337,500
Held-to-Maturity Financial Assets		19,367,885			20,036,128			19,885,559			15,953,709
Loans and Receivables		246,396,647			235,159,956			216,791,805			211,057,174
Investments in Jointly Controlled Entities and Associates		963,705			928,233			744,844			655,721
Investment Properties		498,687			498,999			643,271			746,126
Tangible Assets		3,176,584			3,134,472			3,097,378			3,095,029
Intangible Assets and goodwill		444,476			447,891			295,136			315,187
Current Tax Assets		7,624			56,570			9,568			28,203
Deferred Tax Assets		52,029			79,980			58,705			74,101
Derivative Assets		309,732			326,840			131,511			107,490
Assets Held for Sale		71,267			56,243			87,926			28,423
Other Assets		391,166			377,059			378,861			484,822
Total Assets		323,389,732			312,791,649			291,177,318			284,841,006
Financial Liabilities at Fair Value Through Profit or Loss		11,521,949			9,621,546			8,838,281			10,415,070
Deposits		203,822,689			195,930,482			185,427,625			176,926,868
Borrowings		33,820,082			34,666,709			34,265,662			32,455,007
Debentures		28,839,104			29,265,833			29,110,640			32,573,979
Provisions		713,994			892,308			761,055			693,521
Retirement Benefit Obligations		206,356			119,704			69,949			123,011
Current Tax Liabilities		95,854			274,257			173,960			127,871
Deferred Tax Liabilities		245,563			260,431			212,534			241,796
Derivatives Liabilities		28,916			33,493			5,339			41,236
Other Financial Liabilities		20,563,753			19,083,709			11,648,328			11,226,749
Other Liabilities		520,123			569,783			399,191			804,494
Total Liabilities		300,378,383			290,718,255			270,912,564			265,629,602
Equity Ownership of Controlled Entity		18,678,227			17,523,998			15,701,540			14,734,993
Capital Stock		4,030,077			4,030,077			4,030,077			4,030,077
Hybrid Securities		498,407			309,010			—			—
Capital Surplus		174,299			175,768			180,105			180,473
Other Equity		334,891			586,421			1,002,019			1,244,096
Retained Earnings		13,640,553			12,422,722			10,489,339			9,280,347
Non-Controlling Interests		4,333,122			4,549,396			4,563,214			4,476,411
Total Equity		23,011,349			22,073,394			20,264,754			19,211,404
Total Liabilities and Equity		323,389,732			312,791,649			291,177,318			284,841,006
Operating Income		2,057,373			3,160,673			2,068,869
Net Interest Income		5,487,406			7,262,045			6,423,145
Interest Income		11,397,188			15,044,846			14,057,227
Interest Expense		(5,909,782	)		(7,782,801	)		(7,634,082	)
Net fees and commissions income		767,214			1,195,492			1,115,774
Fees and Commissions Income		1,257,936			1,774,434			1,688,039
Fees and Commissions Expense		(490,722	)		(578,942	)		(572,265	)
Dividends		134,680			203,005			200,780
Gain on Financial Instruments at Fair Value through Profit or Loss		(67,397	)		119,403			39,074
Gain on Available-for-Sale Financial Assets		519,970			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		(1,647,412	)		(2,268,927	)		(2,872,943	)
Other Net Operating Expenses		(3,137,088	)		(4,423,304	)		(3,910,451	)
Share of Profits of Jointly Controlled Entities and Associates		50,741			16,700			29,926
Net Income Before Income Tax Expense		2,108,114			3,177,373			2,098,795
Income Tax Expense		(488,954	)		(744,093	)		(498,121	)
Net Income		1,619,160			2,433,280			1,600,674
Net Income Attributable to Owners		1,441,542			2,136,828			1,288,856
Net Income Attributable to the Non- Controlling Interests		177,618			296,452			311,818
Other Comprehensive Income		(238,083	)		(385,374	)		(235,991	)
Gain on Available-for-Sale Financial Assets		(249,002	)		(374,877	)		(205,332	)
Share of Other Comprehensive Loss of Jointly Controlled Entities and Associates		62,611			(37,602	)		(20,546	)
Gain (loss) on Overseas Business Translation		(57,534	)		24,591			(18,826	)
Gain on Valuation of Cashflow Hedge		5,842			2,514			8,713
Total Comprehensive Income		1,381,077			2,047,906			1,364,683
Comprehensive Income Attributed to Owners		1,184,539			1,729,658			1,051,725
Comprehensive Income Attributed to the Non-Controlling Interests		196,538			318,248			312,958
Earnings per Share (in Won)		1,764			2,649			1,599
Consolidated Subsidiaries		152			143			148

(1)	As of the Korean IFRS conversion date.

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2012 3Q	2011 3Q	2011	2010
Auditor	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC

Auditor’s Opinion	(1)	(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 and September 30, 2012 and for the nine months ended September 30, 2011 and 2012 do not present fairly in all material respects, in accordance with Korean IFRS.

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

a.	Auditing Service

(units: in millions of Won, hours)


Year	Auditor	Activity	Compensation⁽¹⁾		Accrued Time (hrs)
2012 3Q	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		440		4,843
2011	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)		426		9,409
2010	Deloitte Anjin LLC	Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Non-consolidated)		342		6,148

(1)	On an annual basis.

b.	Compensation for Services Other than the Audit

(unit: in millions of Won)


Year	Contract Date		Activity	Period		Comp.	Note
2012 3Q		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	—
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	—

V.	Corporate Governance and Affiliated Companies

1.	About the Board of Directors

Composition of our board of directors

After the general shareholders’ meeting on March 30, 2012


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

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

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

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

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

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

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

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

Committees under the Board of Directors

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

(a)

Management Committee

(b)

Business Development and Compensation Committee

(c)

Risk Management Committee

(d)

Standing Directors Committee

(e)

Ethics Committee

(f)

Outside Directors Recommendation Committee

(g)

MOU Evaluation Committee

(h)

Audit Committee

(i)

Audit Committee Member Candidate Recommendation Committee

After the general shareholders’ meeting on March 30, 2012


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

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

Risk Management Committee	Pal Seung Lee Min-Joon Bang Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman and CEO Pal Seung Lee heads this committee. The committee consists of the Chairman and CEO, inside director in charge of finance and no fewer than three non-standing directors.

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

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

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

MOU Evaluation Committee	Pal Seung Lee Yong-Man Rhee Min-Joon Bang Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee John Ji Whan Park	Chairman and CEO Pal Seung Lee heads this committee consisting of the entire board of directors.

Audit Committee	Yong-Man Rhee Hi-Taek Shin Doo-Hee Lee Hun Lee Hyung-Goo Lee	Consists of no fewer than 3 directors and one financial expert, at least two-thirds of whom are non-standing directors

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

2.	Related Companies

LOGO

Woori Finance Holdings Co.

Woori Bank Woori Credit Information

Woori America Bank

PT Woori Bank Indonesia

Kwangju Bank Korea BTL Infrastructure Fund

Woori Global Markets Asia Ltd.

Woori Bank (China) Limited

Kyongnam Bank ZAO Woori Bank

Woori Fund Service

Woori Bank Brasil

Woori Futures

Woori Investment & Securities International Ltd. (London)

Woori Investment & Securities Woori Investment & Securities (H.K.) Ltd.

Woori Investment & Securities America, Inc.

Woori Aviva Life Insurance Mars Private Equity Fund No.1

Mars Private Equity Fund No.2

Mars Private Equity Fund No.3

Mars Private Equity Fund No.4

Woori Financial Woori Investment Asia Pte. Ltd.

Woori Absolute Partners PTE, Ltd.

Woori FIS

Woori Absolute Global Opportunity Fund

Woori Korindo Securities Indonesia

Woori Financial Group

Savings Bank

LG Investment Holdings B.V. GG

Connacht Capital Market Investment

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 Asset Management POSCO Woori EIG Global Privatet Equity Fund

Woori Private Equity Woori Private Equity Fund

Woori Blackstone Korea Opportunity Private Equity Fund No.1

Woori F&I Woori AMC

Woori F&I Seventh Asset Securitization Specialty Co. Ltd

Woori F&I Eighth Asset Securitization Specialty Co. Ltd

Woori F&I Tenth Asset Securitization Specialty Co., Ltd

Woori SB 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

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 EA Thirteenth Asset Securitization Specialty Co., Ltd

Woori EA Fourteenth Asset Securitization Specialty Co., Ltd

Woori F&I Twenty Third Asset Securitization Specialty Co., Ltd

Woori F&I Twenty Fourth Asset Securitization Specialty Co., Ltd

Woori F&I Twenty Fifth Asset Securitization Specialty Co., Ltd

Woori EA Fifteenth Asset Securitization Specialty Co., Ltd

Woori F&I Twenty Sixth Asset Securitization Specialty Co., Ltd

Woori F&I Twenty Seventh Asset Securitization Specialty Co., Ltd

Woori F&I Twenty Eighth Asset Securitization Specialty Co., Ltd

Woori EA Eighteenth Asset Securitization Specialty Co., Ltd

Woori F&I Twenty Ninth Asset Securitization Specialty Co., Ltd

3.	Investments in Other Companies


As of September 30, 2012												(units: thousands of shares, millions of Won, %)
Name	Beginning Balance						Changes							Ending Balance						Total Assets as of the Most Recent Fiscal Year		Net Income for the Most Recent Fiscal Year
Name	Quantity		Share		Book value		Quantity		Cost			Valuation Gain/ Loss		Quantity		Share		Book value		Total Assets as of the Most Recent Fiscal Year		Net Income for the Most Recent Fiscal Year
Woori Bank		765,957		100.0		13,621,824		—		—			—		765,957		100.0		13,621,824		242,472,162		2,068,544
Kwangju Bank		49,413		100.0		976,291		—		—			—		49,413		100.0		976,291		18,030,369		136,328
Kyongnam Bank		58,050		100.0		1,443,662		—		—			—		58,050		100.0		1,443,662		28,585,596		195,647
Woori FIS (formerly Woori Finance Information System)		900		100.0		15,013		4,000		20,000			—		4,900		100.0		35,013		264,215		(3,480	)
Woori F&I		14,000		100.0		206,563		—		—			—		14,000		100.0		206,563		1,371,031		43,145
Woori Investment & Securities		75,426		37.9		1,036,749		—		—			—		75,426		37.9		1,036,749		22,984,987		166,077
Woori Asset Management		6,662		100.0		67,456		—		—			—		6,662		100.0		67,456		77,665		798
Woori Private Equity		6,000		100.0		34,246		—		—			—		6,000		100.0		34,246		1,575,969		650
Woori Financial		8,909		52.5		207,346		2,271		31,229			—		11,181		52.0		238,575		3,161,794		51,702
Woori Aviva Life Insurance		7,601		51.6		106,053		—		(3,107	)		—		7,601		51.6		102,946		3,361,259		5,224
Woori FG Savings Bank		6,320		100.0		110,000		4,000		100,000			—		10,320		100.0		210,000		649,412		141
Total		999,239				17,825,203		—		—			—		1,009,510				17,973,325		322,534,459		2,664,776

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 Company’s shareholding in Woori FIS, Woori Financial and Woori FG Savings Bank increased to 4,900,000 shares, 11,180,630 shares and 10,320,000 shares, respectively, in the third quarter of 2012 due to capital increases by such subsidiaries.

4.	The book value of Woori Aviva Life Insurance decreased following the final adjustment to the amount of the reserve set in connection with the April 2008 acquisition of the equity interest in Woori Aviva Life Insurance.

5.	On October 9, 2012, Woori Finance Holdings invested 3,000 million Won as paid-in capital in establishing Woori Finance Research Institute Co., Ltd.

VI.

Stock Information

1.	Stock Distribution

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


As of September 30, 2012														(units: shares, %)
Name	Relation		Type	Shares Held												Reasons Behind Change
				Beginning balance				(+)		(-)		Ending balance
				Stock		Share						Stock		Share
KDIC		Largest S/H	Common		459,198,609		56.97		—		—		459,198,609		56.97
			Common		459,198,609		56.97		—		—		459,198,609		56.97
Total			Others		—		—		—		—		—		—
			Total		459,198,609		56,97		—		—		459,198,609		56.97

Largest Shareholder: KDIC

b.	Share Ownership of More Than 5%


As of September 30, 2012											(units: shares, %)
No.	Name		Common Stock				Preferred Stock				Total
No.	Name		No. of shares		%		No. of shares		%		No. of shares		%
1		KDIC		459,198,609		56.97		—		—		459,198,609		56.97
Total				459,198,609		56.97		—		—		459,198,609		56.97

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

a.	Domestic Stock Market

(units: Won, shares)


Period		April 2012		May 2012		June 2012		July 2012		August 2012		September 2012
Common Stock	High		13,600		12,650		12,450		12,350		11,450		12,000
	Low		11,950		9,900		10,600		10,300		10,500		10,600
	Average		12,558		11,452		11,778		11,275		11,114		11,308
Monthly Trade Volume	High		3,734,197		10,527,357		5,231,501		5,796,246		5,052,517		7,898,764
	Low		1,051,680		968,654		898,261		1,131,070		1,136,787		773,210
	Average		39,141,698		59,448,762		43,431,260		41,854,538		45,588,495		47,121,454

b.	Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		April 2012		May 2012		June 2012		July 2012		August 2012		September 2012
ADR	High		36.18		33.04		33.25		32.93		30.39		32.33
	Low		31.34		25.47		27.13		27.23		28.08		28.16
	Average		33.07		29.73		30.33		29.69		29.59		30.43
Won Con- version	High		41,035		37,524		38,364		37,662		34,225		36,462
	Low		35,546		29,627		32,022		31,061		31,663		31,871
	Average		37,549		34,314		35,349		33,947		33,483		34,222
Monthly Trade Volume	High		54,500		82,400		200,800		231,700		107,600		21,600
	Low		3,300		4,400		3,900		2,200		1,200		600
	Monthly Total		292,300		360,900		534,500		483,100		274,600		151,200

VII.

Directors and Employee Information

1.	Directors

As of September 30, 2012


Position		Name	Common Stock Owned	Expiration of Term
Chairman and CEO	Registered	Pal Seung Lee	71,500	March 24, 2014
Executive Vice President	Non-Registered	Hyun Jin Jung		September 12, 2013
Executive Vice President	Non-Registered	Yang Jin Kim		March 31, 2013
Executive Vice President	Non-Registered	Byoung Yoon Jeon		September 26, 2013
Executive Vice President	Non-Registered	Rok Hwang		March 31, 2013
Executive Vice President	Non-Registered	Joon Ho Kim	3,000	December 15, 2013
Senior Managing Director	Non-Registered	Hong Dall Kim		September 26, 2013
Senior Managing Director	Non-Registered	Seong Kook Jo		September 26, 2013
Managing Director	Non-Registered	Chang Young Choi		December 15, 2013
Non-standing Director	Registered	Yong-Man Rhee		March 24, 2013
Non-standing Director	Registered	Min-Joon Bang		March 29, 2013
Non-standing Director	Registered	Hi-Teak Shin		March 29, 2013
Non-standing Director	Registered	Doo-Hee Lee		March 29, 2013
Non-standing Director	Registered	Hyung-Goo Lee		March 29, 2014
Non-standing Director	Registered	Hun Lee		March 29, 2013
Non-standing Director	Registered	John Ji Whan Park		March 24, 2013

2.	Employee Status

As of September 30, 2012

(units: persons, thousands of Won)

Staff

Average
Tenure
Years

Cumulative
Compensation

Average
Compensation
Per Person

Note

Admin.

Manu.

Misc.

Total

144

154

3 years and

7 months

12,010

*	Excluding eight directors (Executive Vice Presidents, Senior Managing Directors, and Managing Director)

3.	Directors’ Compensation

(unit: in millions of Won)


Items	Total Compensation		Number of Person		Average Compensation Per employee		Note
Standing Director		450		1		450	Excluding non-standing directors and audit committee members
Non-standing Directors		63		2		32	Excluding audit committee member
Audit Committee Members		126		5		25	No compensation was provided for one of the members of the Audit Committee

*	Cumulative basis from January 1 to September 30, 2012

*	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 ₩4,000 million.

For the Standing Director, the total compensation amount excludes the base performance-based compensation (40% of the total performance-based compensation) for 2011 of ₩307.2 million. The deferred performance-based compensation (60% of the total performance-based compensation) for 2011 will be paid based on the financial performance evaluation results for 2012 and 2013.

VIII.

Related Party Transactions

Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)

(unit: in millions of Won)

Name

Relation

Item

Changes

Notes

Beg.

End

Woori Financial

Subsidiary

Other Loan

1,000

—

1,000

Total

1,000

—

1,000

Payment Transactions

(unit: shares)


Name	Relation		Capital Contribution and Share Disposal
			Types of Shares	Transactions								Notes
			Types of Shares	Beginning		Increase		Decrease		Ending		Notes
Woori Bank		Subsidiary	Common stock		695,956,580		—		—		695,956,580
Woori Bank		Subsidiary	Preferred Stock		70,000,000		—		—		70,000,000
Kwangju Bank		Subsidiary	Common stock		49,413,851		—		—		49,413,851
Kyongnam Bank		Subsidiary	Common stock		58,050,037		—		—		58,050,037
Woori FIS (formerly Woori Finance Information System)		Subsidiary	Common Stock		900,000		4,000,000		—		4,900,000
Woori F&I		Subsidiary	Common Stock		14,000,000		—		—		14,000,000
Woori Investment & Securities		Subsidiary	Common Stock		75,426,214		—		—		75,426,214
Woori Asset Management		Subsidiary	Common Stock		6,662,000		—		—		6,662,000
Woori Private Equity		Subsidiary	Common Stock		6,000,000		—		—		6,000,000
Woori Financial		Subsidiary	Common Stock		8,909,439		2,271,191		—		11,180,630
Woori Aviva Life Insurance		Subsidiary	Common Stock		7,601,091		—		—		7,601,091
Woori FG Savings Bank		Subsidiary	Common Stock		6,320,000		4,000,000		—		10,320,000
Total					999,239,212		—		—		1,009,510,403

*	The Company’s shareholding in Woori FIS, Woori Financial and Woori FG Savings Bank increased to 4,900,000 shares, 11,180,630 shares and 10,320,000 shares, respectively, in the third quarter of 2012 due to capital increases by such subsidiaries.

SIGNATURES

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


	Woori Finance Holdings Co., Ltd. (Registrant)

Date: November 29, 2012	By:	/s/ Woo Seok Seong
	(Signature)

	Name: Woo Seok Seong Title: General Manager