Edgar Filing: WOORI FINANCE HOLDINGS CO LTD

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2014

Woori Finance Holdings Co., Ltd.

(Translation of registrant’s name into English)

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

(Address of principal executive office)

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

LOGO

51, Sogong-ro (203 Hoehyondong, 1-ga)

Jung-gu, Seoul, 100-792 Korea

Tel.822-2125-2085

March 5, 2014

To Shareholders:

Convocation Notice of the Annual General Meeting of Shareholders

Notice is hereby given that an Annual General Meeting of Shareholders of Woori Finance Holdings Co., Ltd. will be held as described hereunder and your attendance is cordially requested.

Very truly yours,

Soon-Woo Lee

Chairman and CEO

Woori Finance Holdings Co., Ltd.

51, Sogong-ro, Jung-gu,

Seoul 100-792, Korea

Description



1. Date and Time		March 21, 2014 9 A.M., Seoul time.

2. Venue		5th floor / Woori Bank, 51, Sogong-ro, (203 Hoehyon-dong 1-ga) Jung-gu, Seoul, Korea

3. Agenda		A. Approval of financial statements for the fiscal year 2013 B. Appointment of non-standing directors B-1 Sang-Keun Oh B-2 Kang-Shik Choi B-3 Seong-Yeal Lim B-4 Min Chang C. Appointment of candidates for the members of the Audit Committee C-1 Hee-Yul Chai C-2 Sang-Keun Oh C-3 Kang-Shik Choi C-4 Seong-Yeal Lim C-5 Min Chang D. Approval of directors’ compensation limit

Reference Document for the Exercise of Voting Rights

A.	Approval of financial statements for the fiscal year 2013

Please refer to appendix A.

B.	Appointment of non-standing directors


Name (Date of Birth)	Experience	Nominated by	Relationship with Majority Shareholder	Transactions with Company within the past three years	Term
Sang-Keun Oh (Apr. 27, 1956)	- Current) Professor, Economics, Dong-A University - Director, The Korean Economic Association	Non-standing Directors Nomination Committee	None	None	1 year

Kang-Shik Choi (Aug. 2, 1960)	- Current) Professor, School of Economics, Yonsei University - Current) Dean, University College, Yonsei University	Non-standing Directors Nomination Committee	None	None	1 year

Seong-Yeal Lim (May 27, 1963)	- Current) Director, Planning & Coordination Dept., Korea Deposit Insurance Corporation - Director, Risk Management Dept., Korea Deposit Insurance Corporation	Non-standing Directors Nomination Committee	Employee	None	1 year

Min Chang (Jan. 24, 1965)	- Current) Director, Research Coordination Division, Korea Institute of Finance - Advisor to the Chairman, Financial Services Commission	Non-standing Directors Nomination Committee	None	None	1 year

C.	Appointment of candidates for Audit Committee members


Name (Date of Birth)	Experience	Nominated by	Relationshup with Majority Shareholder	Transactions with Company within the past three years	Term
Hee-Yul Chai (Jan. 23, 1960)	- Current) Professor, Economics, Kyonggi University - Dean of Academic Affairs, Kyonggi University	Audit Committee Nomination Committee	None	None	1 year

Sang-Keun Oh (Apr. 27, 1956)	- Current) Professor, Economics, Dong-A University - Director, The Korean Economic Association	Audit Committee Nomination Committee	None	None	1 year

Kang-Shik Choi (Aug. 2, 1960)	- Current) Professor, School of Economics, Yonsei University - Current) Dean, University College, Yonsei University	Audit Committee Nomination Committee	None	None	1 year

Seong-Yeal Lim (May 27, 1963)	- Current) Director, Planning & Coordination Dept., Korea Deposit Insurance Corporation - Director, Risk Management Dept., Korea Deposit Insurance Corporation	Audit Committee Nomination Committee	Employee	None	1 year

Min Chang (Jan. 24, 1965)	- Current) Director, Research Coordination Division, Korea Institute of Finance - Advisor to the Chairman, Financial Services Commission	Audit Committee Nomination Committee	None	None	1 year

D.	Approval of directors’ compensation limit


Item	2013	2014
Compensation Limit	4 billion won	4 billion won

Appendix A. Financial Statements for FY2013

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2013 AND 2012 AND JANUARY 1, 2012


	December 31, 2013			December 31, 2012			January 1, 2012
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		45,524			236,400			33,538
Loans and receivables		34,453			209,199			239,215
Investments in subsidiaries and jointly controlled entities		13,763,730			17,976,325			17,825,203
Premises and equipment		288			389			515
Intangible assets		44			33			29
Current tax assets		138,005			20,844			—
Deferred tax assets		—			2,444			2,158
Other assets		2,207			970			2,347
Assets held-for-sale		1,555,852			—			—
Disposal group held for distribution to owners		2,441,809			—			—

Total assets		17,981,912			18,446,604			18,103,005

LIABILITIES
Debentures		3,505,025			3,654,276			3,653,968
Net defined benefit liability		—			137			—
Current tax liabilities		—			165,588			201,361
Deferred tax liabilities		375,026			—			—
Other financial liabilities		175,813			53,448			31,796
Other liabilities		889			1,479			1,659
Liabilities directly associated with disposal group held for distribution to owners		180,553			—			—

Total liabilities		4,237,306			3,874,928			3,888,784

EQUITY
Common stock		4,030,077			4,030,077			4,030,077
Hybrid securities		498,407			498,407			309,010
Capital surplus		109,026			109,026			109,026
Other equity		(1,272	)		(1,467	)		(1,029	)
Retained earnings		9,108,368			9,935,633			9,767,137

Total equity		13,744,606			14,571,676			14,214,221

Total liabilities and equity		17,981,912			18,446,604			18,103,005

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	2013			2012
	(Korean Won in millions, except for earning per share data)
NET INTEREST EXPENSE
Interest income		6,508			11,757
Interest expense		(169,340	)		(184,136	)

		(162,832	)		(172,379	)

NET FEES AND COMMISSIONS INCOME
Fees and commissions income		60,140			62,582
Fees and commissions expense		(14,216	)		(3,142	)

		45,924			59,440

DIVIDEND INCOME		254,081			562,272
REVERSAL OF IMPAIRMENT LOSSES ON CREDIT LOSS		(4,621	)		(1	)
ADMINISTRATIVE EXPENSES		(42,080	)		(50,774	)

OPERATING INCOME (LOSS)		90,472			398,558

NON-OPERATING INCOME (EXPENSE)		(309,427	)		(1,368	)
INCOME (LOSS) BEFORE INCOME TAX EXPENSE		(218,955	)		397,190
INCOME TAX EXPENSE (INCOME)		377,408			(146	)

NET INCOME (LOSS)		(596,363	)		397,336

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX		195			(438	)
Items that are not subsequently reclassified to profit or loss		195			(438	)
Remeasurement item of employee benefits		195			(438	)
Items that are subsequently reclassified to profit or loss		—

TOTAL COMPREHENSIVE INCOME (LOSS)		(596,168	)		396,898

Basic and diluted earnings per share		(776	)		459

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	Capital		Hybrid		Capital		Other			Retained
	stock		securities		surplus		equity			earnings			Total
	(Korean Won in millions)
January 1, 2012 (Reported)		4,030,077		309,010		109,026		(14	)		9,766,122			14,214,221
Effect of change in accounting policy		—		—		—		(1,015	)		1,015			—

January 1, 2012 (Restated)		4,030,077		309,010		109,026		(1,029	)		9,767,137			14,214,221

Dividends		—		—		—		—			(201,503	)		(201,503	)
Dividends of hybrid securities		—		—		—		—			(27,337	)		(27,337	)
Net income		—		—		—		—			397,336			397,336
Remeasurement of item of employee benefits		—		—		—		(438	)		—			(438	)
Issue of hybrid securities		—		189,397		—		—			—			189,397

December 31, 2012		4,030,077		498,407		109,026		(1,467	)		9,935,633			14,571,676

January 1, 2013		4,030,077		498,407		109,026		(1,467	)		9,935,633			14,571,676
Dividends		—		—		—		—			(201,503	)		(201,503	)
Dividends of hybrid securities		—		—		—		—			(29,399	)		(29,399	)
Net income		—		—		—		—			(596,363	)		(596,363	)
Remeasurement of item of employee benefits		—		—		—		195			—			195

December 31, 2013		4,030,077		498,407		109,026		(1,272	)		9,108,368			13,744,606

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	Years ended December 31
	2013			2012
	(Korean Won in millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		(596,363	)		397,336
Adjustment to net income:		599,334			(388,387	)
Income tax expense (income)		377,408			(146	)
Interest income		(6,508	)		(11,757	)
Interest expense		169,340			184,137
Dividend income		(254,081	)		(562,272	)
Impairment loss on credit loss		4,621			1
Impairment loss on asset held for sale		306,437			—
Depreciation		145			179
Amortization		11			6
Loss on disposal of intangible assets		1			—
Retirement benefit		1,960			1,465
Changes in operating assets and liabilities:		155,606			197,157
Decrease in loans and receivables		182,985			198,112
Decrease (increase) in other assets		(1,238	)		1,364
Decrease in net defined benefit liability		(1,840	)		(1,893	)
Increase in other financial liabilities		(23,711	)		(245	)
Increase in other liabilities		(590	)		(181	)
Cash received from (paid for) operating activities:
Income tax paid		(144,743	)		(201,361	)
Interest income received		6,212			9,739
Interest expense paid		(170,575	)		(181,630	)
Dividend income received		254,081			562,272

Net cash provided by operating activities		103,552			395,126

(Continued)

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	Years ended December 31
	2013			2012
	(Korean Won in millions)
CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease of investments in subsidiaries and jointly controlled entities		—			3,107
Disposal of premises and equipment		18			—
Disposal of intangible assets		14			—
Increase of investments in subsidiaries and jointly controlled entities		(69,648	)		(154,229	)
Acquisition of premises and equipment		(62	)		(54	)
Acquisition of intangible assets		(37	)		(10	)

Net cash used in investing activities		(69,715	)		(151,186	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of debentures		748,045			767,657
Increase in borrowings		—			35,000
Issuance of hybrid securities		—			189,397
Redemption of debentures		(720,000	)		(770,000	)
Redemption of borrowings		—			(35,000	)
Dividends paid on hybrid securities		(29,399	)		(26,629	)
Dividends paid		(201,503	)		(201,503	)

Net cash used in financing activities		(202,857	)		(41,078	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(169,020	)		202,862
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD		236,400			33,538
Cash and cash equivalents classified as asset group held for distribution to owners		(21,856	)		—

CASH AND CASH EQUIVALENTS, END OF THE PERIOD		45,524			236,400

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012


	December 31, 2013			December 31, 2012		December 31, 2011
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		5,477,649			5,778,390		6,417,964
Financial assets at fair value through profit or loss		4,806,197			27,352,216		26,844,973
Available-for-sale financial assets		17,085,448			18,888,923		19,698,348
Held-to-maturity financial assets		12,038,820			18,684,801		20,036,128
Loans and receivables		211,912,373			250,275,551		235,317,520
Investments in joint ventures and associates		617,570			1,037,930		928,233
Investment properties		340,620			491,685		498,999
Premises and equipment		2,536,441			3,185,543		3,134,472
Intangible assets and goodwill		268,926			433,407		447,891
Assets held for sale		587			83,347		56,243
Current tax assets		143,101			38,667		57,512
Deferred tax assets		155,256			155,439		79,505
Derivative assets		131,410			281,069		326,840
Other assets		178,886			414,846		377,062
Disposal group held-for-sale		34,684,805			—		—
Disposal group held for distribution to owners		50,312,293			—		—

Total assets		340,690,382			327,101,814		314,221,690

LIABILITIES
Financial liabilities at fair value through profit or loss		2,507,248			10,985,765		9,621,546
Deposits due to customers		175,323,644			204,209,580		197,378,565
Borrowings		18,231,511			33,479,716		34,667,740
Debentures		21,677,674			27,959,969		29,265,833
Provisions		684,799			863,658		892,308
Net defined benefit liability		71,602			166,296		119,704
Current tax liabilities		9,980			178,791		274,257
Deferred tax liabilities		49,105			134,481		270,033
Derivative liabilities		1,785			38,000		33,493
Other financial liabilities		19,914,947			25,544,410		19,023,665
Other liabilities		411,278			508,072		570,038
Liabilities directly associated with disposal group held for sale		32,047,626			—		—
Liabilities directly associated with disposal group held for distribution to owners		46,882,414			—		—

Total liabilities		317,813,613			304,068,738		292,117,182

EQUITY
Owners’ equity:		17,847,633			18,695,919		17,555,085
Capital stock		4,030,077			4,030,077		4,030,077
Hybrid securities		498,407			498,407		309,010
Capital surplus		176,502			174,044		175,768
Other equity		(35,367	)		112,013		563,074
Retained earnings		13,112,690			13,881,378		12,477,156
Equity related to asset group held for sale		29,820			—		—
Equity related to asset group held for distribution to owners		35,504			—		—
Non-controlling interests		5,029,136			4,337,157		4,549,423

Total equity		22,876,769			23,033,076		22,104,508

Total liabilities and equity		340,690,382			327,101,814		314,221,690

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	2013			2012
	(Korean Won in millions, except per share data)
Interest income		9,493,383			10,891,241
Interest expense		(5,001,361	)		(6,043,341	)

Net interest income		4,492,022			4,847,900
Fees and commissions income		1,565,224			1,686,885
Fees and commissions expense		(638,723	)		(497,535	)

Net fees and commissions income		926,501			1,189,350
Dividend income		87,641			101,063
Net gain (loss) on financial instruments at fair value through profit or loss		123,900			(364,894	)
Net gain (loss) on available-for-sale financial assets		(85,242	)		533,148
Impairment losses on credit loss		(2,277,260	)		(1,799,029	)
Other net operating expenses		(3,027,995	)		(2,958,031	)

Operating income		239,567			1,549,507
Share of profits (losses) of joint ventures and associates		(1,277	)		44,515
Other non-operating income		49,377			43,898

Non-operating income		48,100			88,413
Net income before income tax expense		287,667			1,637,920
Income tax expense		(35,096	)		(356,840	)

Income of continuing operations		252,571			1,281,080
Income (loss) of discontinued operations		(966,066	)		566,599

Net income (loss)		(713,435	)		1,847,679

Remeasurement of the net defined benefit liability		9,217			(51,297	)

Items not subsequently reclassified to net income		9,217			(51,297	)
Loss on available-for-sale financial assets		(50,953	)		(349,481	)
Share of other comprehensive income (loss) of joint ventures and associates		(6,375	)		56,855
Loss on foreign currency translation for foreign operations		(59,824	)		(107,509	)
Gain (loss) on valuation of cash flow hedge		(2,412	)		13,091

Items subsequently reclassified to net income		(119,564	)		(387,044	)
Other comprehensive income (loss), net of tax		(110,347	)		(438,341	)
Total comprehensive income (loss)		(823,782	)		1,409,338

(Continued)


Net income attributable to:
Net income (loss) attributable to owners	(537,688	)	1,633,341
Income of continuing operations	162,011		1,164,431
Income (loss) of discontinued operations	(699,699	)	468,910
Net income (loss) attributable to non-controlling interests	(175,747	)	214,338
Income of continuing operations	90,560		116,649
Income (loss) of discontinued operations	(266,307	)	97,689
Total comprehensive income attributable to:
Comprehensive income (loss) attributable to owners	(623,695	)	1,176,805
Comprehensive income (loss) attributable to non-controlling interests	(200,087	)	232,533
Basic and diluted earnings from continuing and discontinued operations per share	(704	)	1,993
Basic and diluted earnings from continuing operations per share	165		1,411

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	Capital stock		Hybrid securities		Capital surplus			Other equity			Retained earnings			Controlling interests			Non-controlling interests			Total equity
	(Korean Won in millions)
January 1, 2012 (Reported)		4,030,077		309,010		175,768			586,421			12,422,722			17,523,998			4,549,396			22,073,394
Effect of changes in accounting policies		—		—		—			(23,347	)		54,434			31,087			27			31,114
January 1, 2012 (Restated)		4,030,077		309,010		175,768			563,074			12,477,156			17,555,085			4,549,423			22,104,508

Net income		—		—		—			—			1,633,341			1,633,341			214,338			1,847,679
Dividends		—		—		—			—			(201,503	)		(201,503	)		(40,842	)		(242,345	)
Changes in investments in consolidated subsidiaries		—		—		(1,724	)		—			—			(1,724	)		(220	)		(1,944	)
Variation of available-for-sale financial assets		—		—		—			(334,185	)		—			(334,185	)		(15,296	)		(349,481	)
Changes in equity of joint ventures and associates		—		—		—			7,188			—			7,188			49,667			56,855
Foreign currency translation for foreign operations		—		—		—			(81,805	)		—			(81,805	)		(25,704	)		(107,509	)
Cash flow hedge		—		—		—			4,357			—			4,357			8,734			13,091
Remeasurement of the net defined benefit liability		—		—		—			(52,093	)		—			(52,093	)		796			(51,297	)
Changes in other equity		—		—		—			5,197			—			5,197			3,105			8,302
Depreciation of subsidiaries’ stock discount		—		—		—			280			(280	)		—			—			—
Changes in equity of non-controlling interests		—		—		—			—			—			—			(271,837	)		(271,837	)
Dividends to hybrid securities		—		—		—			—			(27,336	)		(27,336	)		(135,007	)		(162,343	)
Issue of hybrid securities		—		189,397		—			—			—			189,397			—			189,397

December 31, 2012		4,030,077		498,407		174,044			112,103			13,881,378			18,695,919			4,337,157			23,033,076

January 1, 2013		4,030,077		498,407		174,044			112,013			13,881,378			18,695,919			4,337,157			23,033,076
Net income		—		—		—			—			(537,688	)		(537,688	)		(175,747	)		(713,435	)
Dividends		—		—		—			—			(201,503	)		(201,503	)		(21,319	)		(222,822	)
Changes in investments in consolidated subsidiaries		—		—		(259	)		—			—			(259	)		(280	)		(539	)
Changes in equity in consolidated subsidiaries		—		—		2,717			—			—			2,717			81,370			84,087
Variation of available-for-sale financial assets		—		—		—			(33,782	)		—			(33,782	)		(17,171	)		(50,953	)
Changes in equity of joint ventures and associates		—		—		—			(6,375	)		—			(6,375	)		—			(6,375	)
Foreign currency translation for foreign operations		—		—		—			(51,999	)		—			(51,999	)		(7,825	)		(59,824	)
Cash flow hedge		—		—		—			(765	)		—			(765	)		(1,647	)		(2,412	)
Remeasurement of the net defined benefit liability		—		—		—			6,915			—			6,915			2,302			9,217
Changes in other equity		—		—		—			3,852			—			3,852			1,612			5,464
Depreciation of subsidiaries’ stock discount		—		—		—			98			(98	)		—			—			—
Dividends to hybrid securities		—		—		—			—			(29,399	)		(29,399	)		(154,869	)		(184,268	)
Issue of hybrid securities in consolidated subsidiaries		—		—		—			—			—			—			985,553			985,553

December 31, 2013		4,030,077		498,407		176,502			29,957			13,112,690			17,847,633			5,029,136			22,876,769

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	2013			2012
	(Korean Won in millions)
Cash flows from operating activities:
Net income		(713,435	)		1,847,679
Adjustments:
Income tax expense		622,656			508,654
Interest income		(12,837,884	)		(14,329,038	)
Interest expense		6,622,744			7,784,699
Dividend income		(151,494	)		(163,138	)
Impairment losses on credit loss		2,706,389			2,121,697
Loss on valuation of financial instruments at fair value through profit or loss		—			183,226
Loss on available-for-sale financial assets		95,729			—
Loss on valuation of investments in joint ventures and associates		43,488			5,354
Loss on foreign exchange translation		55,228			44,539
Loss on transaction of derivatives		37,074			24,461
Loss on valuation of derivatives		84,639			32,006
Loss on fair value hedged items		13,505			38,879
Provisions		85,732			81,385
Retirement benefits		167,910			143,626
Depreciation and amortization and others		300,453			291,033
Loss on disposal of investments in joint ventures and associates		4,946			19,807
Loss on disposal of premises and equipment and other assets		5,158			3,335
Impairment loss of premises and equipment and other assets		60,692			17,731
Impairment loss of Assets group held-for-sale and Asset group held for distribution to owners		833,766			—
Gain on valuation of financial instruments at fair value through profit or loss		(43,058	)		—
Gain on available-for-sale financial assets		—			(568,806	)
Gain on held-to-maturity financial assets		—			(10	)
Gain on valuation of investments in joint ventures and associates		(64,005	)		(74,021	)
Gain on foreign exchange translation		(50,135	)		(26,059	)
Gain on transaction of derivatives		(14,830	)		(4,496	)
Gain on valuation of derivatives		(3,971	)		(40,072	)
Gain on fair value hedged items		(128,361	)		(43,725	)
Reversal of provisions		(10,972	)		(25,069	)
Gain on disposal of investments in joint ventures and associates		(19,974	)		(28,627	)
Gain on disposal of premises and equipment and other assets		(13,052	)		(4,669	)
Reversal of impairment loss of premises and equipment and other assets		(3,051	)		(1,714	)
Changes in operating assets and liabilities:
Decrease in financial instruments at fair value through profit or loss		2,413,710			673,750
Increase in loans and receivables		(17,106,848	)		(16,844,065	)
Decrease (Increase) in other assets		54,493			(57,619	)
Increase in deposits due to customers		9,705,237			6,371,038
Decrease in provision for guarantee and unused commitment		(98,270	)		(79,096	)
Decrease in net defined benefit liability		(158,487	)		(163,820	)
Increase (decrease) in other financial liabilities		(1,147,373	)		6,159,641
Increase (decrease) in other liabilities		38,359			(17,454	)
Cash received from (paid for) operating activities:
Interest income received		12,918,030			14,300,812
Interest expense paid		(6,974,736	)		(7,814,374	)
Dividends received		151,051			156,476
Income tax paid		(479,002	)		(667,993	)

Net cash used in operating activities		(2,997,949	)		(144,037	)

(Continued)

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2013 AND DECEMBER 31, 2012

(CONTINUED)


	2013			2012
	(Korean Won in millions)
Cash flows from investing activities:
Disposal of available-for-sale financial assets		26,449,831			26,003,872
Redemption of held-to-maturity financial assets		6,768,916			11,264,656
Disposal of investments in joint ventures and associates		106,438			140,871
Disposal of investment properties		6,583			—
Disposal of premises and equipment		18,478			15,545
Disposal of intangible assets		8,660			3,199
Disposal of assets held for sale		54,611			15,860
Net increase of derivatives for risk hedge		14,632			43,965
Acquisition of available-for-sale financial assets		(29,152,120	)		(24,796,959	)
Acquisition of held-to-maturity financial assets		(4,250,044	)		(9,913,276	)
Acquisition of investment in joint ventures and associates		(144,644	)		(97,819	)
Acquisition of investment properties		(513	)		(2,724	)
Acquisition of premises and equipment		(159,437	)		(252,470	)
Acquisition of intangible assets		(107,092	)		(72,598	)
Acquisition of assets held for sale		(7,266	)		—

Net cash provided by (used in) investing activities		(392,967	)		2,352,122

Cash flows from financing activities:
Net increase in borrowings		3,113,963			—
Issuance of debentures		10,501,447			8,945,192
Issuance of hybrid securities		—			189,397
Increase of paid in capital in subsidiaries		80,273			—
Issuance of hybrid securities in subsidiaries		985,553			—
Net decrease in borrowings		—			(1,186,507	)
Payment of debentures		(10,084,216	)		(10,257,246	)
Dividends paid		(201,503	)		(201,503	)
Dividends paid on hybrid securities		(29,398	)		(26,629	)
Dividends paid on hybrid securities of subsidiaries		(147,498	)		(115,165	)
Other decrease in non controlling interests, net		(38,643	)		(23,978	)

Net cash provided by (used in) financing activities		4,179,978			(2,676,439	)

Net increase (decrease) in cash and cash equivalents		789,062			(468,354	)
Cash and cash equivalents, beginning of the period		5,778,390			6,417,964
Effects of exchange rate changes on cash and cash equivalents		(94,993	)		(171,220	)

Cash and cash equivalents, end of the period		6,472,459			5,778,390

Cash and cash equivalents related to disposal group held for sale		(303,202	)		—
Cash and cash equivalents related to disposal group held for distribution to owners		(691,608	)		—

Cash and cash equivalents on statement of financial position		5,477,649			5,778,390

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 5, 2014	By:	/s/ Seung-Gyu Kim
	(Signature)

	Name: Seung-Gyu Kim
	Title: Executive Vice President