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 May 2011

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 þ Form 40-F o

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): o

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): o

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 o No þ

Index


1. Summary of 2011 1Q Business Report
2. Exhibit 99.1 Woori Finance Holdings Co., Ltd. Review Report for 2011 1Q
Exhibit 99.1

Summary of 2011 1Q Business Report

Table of Contents


I. COMPANY OVERVIEW			5

1. Purpose of the Company			5

2. History of the Company			6

3. Capital Structure			15

4. Total Number of Authorized Shares			15

5. Voting Rights			16

6. Dividend Information			17

II. DESCRIPTION OF BUSINESS			18

1. Business Overview			18

2. Overview of Operations			19

3. Other Information Relevant to Investment Decisions			21

III. FINANCIAL INFORMATION			25

1. Condensed Financial Statements (Separate)			25

2. Condensed Financial Statements (Consolidated)			26

IV. INDEPENDENT AUDITOR’S OPINION			27

1. Independent Auditor’s Opinion			27

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

V. CORPORATE GOVERNANCE AND AFFILIATED COMPANIES			28

1. About the Board of Directors			28

2. Related Companies			30

3. Investments in Other Companies			31

VI. STOCK INFORMATION			32

1. Stock Distribution			32

2. Stock Price and Stock Market Performance for the Past Six Months			33


VII. DIRECTORS AND EMPLOYEE INFORMATION			34

1. Directors			34

2. Employee Status			34

3. Directors’ Compensation			34

VIII. RELATED PARTY TRANSACTIONS			35

1. Transactions with Affiliated Parties			35

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.

Company Overview

Purpose of the Company

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

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

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

	3.		Formulation of corporate governance structures of the subsidiaries;

	4.		Inspection of operation and assets of the subsidiaries; and

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

(2)

Corporate Management Support Activities

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

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

	3.		Activities ancillary to the above items.

Scope of Business of Subsidiaries

(1)

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

	1.		Banking business as prescribed by the Banking Act;

	2.		Trust business;

	3.		Foreign exchange business; and

	4.		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 Finance Information System*: finance-related IT services.

	(7)		Woori F&I: securitization business.

	(8)		Woori Private Equity: private equity business.

	(9)		Woori Financial Group Savings Bank: consumer savings banking business.


*		As of May 1, 2011, Woori Finance Information System changed its corporate name to Woori FIS.

History of the Company

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		Incorporated LG Investment Trust Management 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 Financial Group Savings Bank Co., Ltd. is incorporated as a wholly-owned subsidiary

Associated Business Group

(1)

Overview of Business Group

Name of business group: Woori Financial Group

	(2)		Related companies within the business group

			As of March 31, 2011


Type	Name of Company	Controlling Company	Notes
Holding Company	Woori Finance Holdings	Korea Deposit Insurance Corporation	1 company
1^stTier Subsidiaries	Woori Bank	Woori Finance Holdings	11 companies
	Kwangju Bank
	Kyongnam Bank
	Woori Investment & Securities
	Woori Aviva Life Insurance
	Woori Asset Management
	Woori Financial
	Woori Financial Group Savings Bank
	Woori FIS (former Woori Finance Information System)
	Woori F & I
	Woori Private Equity
2^nd Tier Subsidiaries	Woori Credit Information	Woori Bank	50 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 AMC	Woori F&I
	Woori F&I Fifth Asset Securitization Specialty Co., Ltd.
	Woori F&I Sixth Asset Securitization Specialty Co., Ltd.
	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 Fourteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd.
	Woori EA Third Asset Securitization Specialty Co., Ltd.
	Woori EA Fourth Asset Securitization Specialty Co., Ltd.
	Woori EA Fifth Asset Securitization Specialty Co., Ltd.
	WR Creditors Co., Ltd.
	Woori EA Eighth Asset Securitization Specialty Co., Ltd.
	Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd.


Type	Name of Company	Controlling Company	Notes
	WR Investment America LLC
	Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd.
	Woori F&I Twentieth Asset Securitization Specialty Co., Ltd.
	Woori EA Tenth Asset Securitization Specialty Co., Ltd.
	Woori Private Equity Fund	Woori Private Equity
	Woori Blackstone Korea Opportunity Private Equity Fund No.1
	Woori Futures	Woori Investment & Securities
	Woori Investment & Securities International Ltd.
	Woori Investment & Securities (HK) Ltd.
	Woori Investment & Securities America Inc.
	Mars Private Equity Fund No. 1
	Mars Private Equity Fund No.2
	Woori Investment Asia Pte. Ltd.
	Mars Private Equity Fund No.3
	Mars Private Equity Fund No.4
	Woori Absolute Partners PTE, Ltd.
	Woori Absolute Global Opportunity Fund
	Woori Korindo Securities Indonesia
	LG Investment Holdings B.V. GG
	Connacht Capital Market Investment Ltd.
	Woori CBV Securities Corporation
	Brim Asian Credit Fund
	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 March 5, 2007, Mars Private Equity Fund No. 2, with KRW 31,500 million paid-in-capital, was included as our 2^nd tier subsidiary. Woori Investment & Securities, which owns a 4.76% stake, is its general partner.

*		On March 27, 2007, Nexbi Tech, a subsidiary of Woori Finance Information System, was removed from our list of 2^nd tier subsidiaries as the company undertook a second capital reduction (the first capital reduction was as of Oct. 18, 2006), liquidating all the shares held by Woori Finance Information System.

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

*		On March 14, 2011, Woori F&I Twentieth Asset Securitization Specialty Co., Ltd., a 100% owned subsidiary of Woori F&I, was included as our 2^nd tier subsidiary.

*		On March 16, 2011, Woori Financial Group 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.

Consolidated Subsidiaries


		Total Assets (2010)
Name of Company	Business Activities	(unit: in millions of Won)
Woori Bank	Banking		224,419,749
Kwangju Bank	Banking		16,497,497
Kyongnam Bank	Banking		21,830,812
Woori Investment & Securities	Securities		17,089,252
Woori Asset Management	Investment Trusts		84,418
Woori Financial	Other Financial		2,770,293
Woori FIS (former Woori Finance Information System)	Financial Information Technology		242,574
Woori F&I	Other Financial		1,027,330
Woori Private Equity	Other Financial		28,318
Woori Financial Group Savings Bank	Banking		—
TY second Asset Securitization Specialty	Other Financial		211,220
Woori Credit Information	Debt Collection and Credit Rating		29,433
Woori America Bank	Banking		1,196,801
P.T. Bank Woori Indonesia	Banking		487,557
Woori Global Markets Asia Ltd.	Banking		182,730
Woori Bank (China) Limited	Banking		2,237,662
ZAO Woori Bank	Banking		170,027
Korea BTL Infrastructure Fund	Other Financial		340,478
Kumho Trust 1st Co., Ltd.	Other Financial		91,750
Woori More Conduit Co., Ltd.(M)	Other Financial		11
Woori IB Global Bond Co., Ltd	Other Financial		215,220
Hyundae Glory No.1 Inc.	Other Financial		41,455
KDB Capital First ABCP Co., Ltd.	Other Financial		52,270
Vivaldi HL First ABCP Co., Ltd.	Other Financial		51,387
Woori More Conduit Co., Ltd.(C)	Other Financial		51,925
Connsus Eighth Co., Ltd.	Other Financial		9
Asiana Saigon Co., Ltd.	Other Financial		59,460
An-Dong Raja 1st Co., Ltd.	Other Financial		14,928
KAMCO Value Recreation 1st Securitization Specialty Co., Ltd	Other Financial		140,632
IB Global 1st Inc.	Other Financial		68,515
Real DW Second Co., Ltd.	Other Financial		120,841
Hermes STX Co., Ltd.	Other Financial		30,341
BWL First Co., LLC	Other Financial		80,421
KTB Smart 90 Private Equity Securities 4th	Other Financial		22,838
Hanvit High Yield HV-1	Other Financial		—
Heoreum Short-Term 15^th	Other Financial		57


		Total Assets (2010)
Name of Company	Business Activities	(unit: in millions of Won)
G5 Pro Short-Term 13^th	Other Financial		637
G6 First Class Mid-Term E-20	Other Financial		1
G15 First Class Mid-Term C-1	Other Financial		4
Mid-Term D-2	Other Financial		—
D First Class Mid-term C-151	Other Financial		3
Hanwha Smart Private Equity Securities 19^th	Other Financial		50,004
Woori Frontier Alpha quant Private Equity 3^rd	Other Financial		60,163
Woori Partner Plus Private Equity Securities 4^th	Other Financial		497,639
KDB Private Equity Investment Trust WB-1	Other Financial		56,396
Samsung Plus Private Euity No.1	Other Financial		51,377
Eugene Pride Private Equity Securities Investment Trust 14^th	Other Financial		51,083
Hanwha Smart Private Equity Securities 33^rd	Other Financial		51,153
Meriz Prime Private Equity Trust 5^th	Other Financial		61,119
Woori Partner Plus Private Equity Securities 5^th	Other Financial		116,581
Prudential Quant Long Short Private Equity Trust 1^st	Other Financial		23,677
Prudential Quant Long Short Private Equity Trust 2^nd	Other Financial		23,046
Trustone Private Equity Securities Investment Trust 10^th	Other Financial		—
Consus Private Equity Securities Investment Trust 44th	Other Financial		—
Midas Private Equity Securities Investment Trust W-2	Other Financial		—
Korea Bluechip Plus Private Equity 1st	Other Financial		—
Consus Private Equity Securities Investment Trust 47th	Other Financial		—
Eugene Pride Private Equity Securities Investment Trust 19^th	Other Financial		—
Woori Partner Plus Private Equity Securities 7^th	Other Financial		—
Allianz Long Short Private Equity Trust 1^st	Other Financial		—
Trustone Private Equity Securities Investment Trust 11^th	Other Financial		—
Golden Bridge Sidus FNH video	Other Financial		8,263
Bridge NHN Online Private Equity Investment	Other Financial		25,015
Woori ICS Ocean Bridge 7^th	Other Financial		16,178
Woori Milestone Private Real Estate Fund 1^st	Other Financial		36,491
Woori Milestone China Real Estate Fund 1st	Other Financial		227
Consus Sakhalin Real Estate Investment Trust 1^st	Other Financial		48,706
Euro Quanto Second Inc.	Other Financial		54,210
Hybrid1st Specialty Inc.	Other Financial		299,638
KAMCO Value Recreation 2nd Securitization Specialty Co., Ltd.	Other Financial		29,699
Heungkuk Hiclass 9^th	Other Financial		11,196
Woori Investor Partner Private Equity Securities	Other Financial		10,271
Consus 6th Co., LLC	Other Financial		9
KTB Market Alpha Private Equity Securities Investment Trust 30-1^st	Other Financial		10,958
GS Gold Scope Private Equity Securities Investment Trust 2^nd	Other Financial		9,615
My Asset Private Equity Investment Trust 4^th	Other Financial		10,543
Hana UBS Power Private Equity Securities Investment Trust 12^th	Other Financial		10,574
Samsung Korea Focus Private Equity Investment Trust 1^st	Other Financial		10,433
Shinhan BNP Private Equity Investment Trust 9^th	Other Financial		—
Dongbu Together Private Equity Investment Trust 8^th	Other Financial		—
Hanwha Smart Private Equity Securities 39^th	Other Financial		—
GS Gold Scope Private Equity Securities Investment Trust 5^th	Other Financial		—
Say New Vesta Private Equity Securities 7^th	Other Financial		—
Woori Futures	Futures		395,543
Woori Investment Securities Int’l Ltd.	Securities		4,814
Woori Investment & Securities (HK) Ltd.	Securities		27,465
Woori Investment Securities America	Securities		8,071
MARS First Private Equity Fund	Other Financial		44,627
MARS Second Private Equity Fund	Other Financial		206,268
Woori Investment Asia Pte. Ltd.	Securities		50,703
Woori Absolute Partner PTE Ltd.	Other Financial		3,978


		Total Assets (2010)
Name of Company	Business Activities	(unit: in millions of Won)
Woori Absolute Asia Global Opportunity Fund	Other Financial		51,247
LG Investment Holding B.V.(Amsterdam) GG	Other Financial		32,311
Connacht Capital Market Inv.	Other Financial		44,638
Woori Korindo Securities Indonesia	Securities		18,991
Bien Viet Securities joint Stock Company	Securities		9,464
Woori Absolute Return Investment Strategies	Other Financial		34,880
Woori Investment Asia Co., Ltd.(Beijing)	Investment Advisory		—
Kofc Woori Growth Champ 2010-3 Private Equity Fund	Other Financial		—
KAMCO Value Recreation 9th Securitization Specialty Co., Ltd	Other Financial		2,250
G3 Pro Short-term 13	Beneficiary Certificates		168
G4 Pro Short-term 13	Beneficiary Certificates		71
Hanvit High Yield	Beneficiary Certificates		—
Twins Subordinated Debt 1th	Beneficiary Certificates		3
Hanareum Short-Term HI 6	Beneficiary Certificates		8
G Hanareum Short-Term HI6	Beneficiary Certificates		6
Kyobo Gulliver Short-Term E-201	Beneficiary Certificates		437
Kyobo First Class Long-Term E-203	Beneficiary Certificates		192
Kyobo First Class Mid-Term E-209	Beneficiary Certificates		45
Cho Hung Clover HYA1	Beneficiary Certificates		1,978
G1 New Jump Long-Term Bond A-4th	Beneficiary Certificates		5,823
Shinhan Special Long-term L-6	Beneficiary Certificates		1
Best Optimax Mid-Term A3	Beneficiary Certificates		709
Best Optimax Mid-Term III A1	Beneficiary Certificates		1,506
Best Optimax Long-Term A1	Beneficiary Certificates		434
Woori AMC	Other Financial		15,922
Woori F&I Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		1,392
Woori F&I Sixth Asset Securitization Specialty Co., Ltd.	Other Financial		7,503
Woori F&I Seventh Asset Securitization Specialty Co., Ltd.	Other Financial		22,318
Woori F&I Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		876
Woori SB Tenth Asset Management	Other Financial		46,585
Woori F&I Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		5,398
Woori F&I Eleventh Asset Securitization Specialty Co., Ltd.	Other Financial		9,033
Woori F&I Thirteenth Asset Securitization Specialty Co., Ltd.	Other Financial		36,346
Woori F&I Sixteenth Asset Securitization Specialty Co., Ltd	Other Financial		25,520
Woori EA Third Asset Securitization Specialty Co., Ltd.	Other Financial		76,650
Woori EA Fourth Asset Securitization Specialty Co., Ltd.	Other Financial		80,167
Woori EA Fifth Asset Securitization Specialty Co., Ltd.	Other Financial		52,886
Woori F&I Seventeenth Asset Securitization Specialty Co., Ltd	Other Financial		129,613
WR Investment LLC	Other Financial		10
Woori EA Eighth Asset Securitization Specialty Co., Ltd.	Other Financial		72,923
WR Investment America LLC	Other Financial		28,520
Woori F&I Eighteenth Asset Securitization Specialty Co., Ltd	Other Financial		159,381
Woori F&I Nineteenth Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori EA Tenth Asset Securitization Specialty Co., Ltd.	Other Financial		—
Woori F&I Twentieth Asset Securitization Specialty Co., Ltd	Other Financial		—
Woori Private Equity Fund	Private Equity Investment		210,196
Kumho Investment Bank	Financial Services		1,953,706
Woori EL Co., Ltd.	Other Financial		30

Capital Structure

Changes in Capital

(units: Won, shares)


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

Convertible Bonds

Not applicable

Total Number of Authorized Shares



As of March 31, 2011		(unit: shares)


	Type
Items	Common Shares		Total
Total number of shares authorized		2,400,000,000		2,400,000,000
Total number of issued stock		806,015,340		806,015,340
Treasury stock		2,561		2,561
Free float shares		806,012,779		806,012,779

Treasury Stock



As of March 31, 2011		(unit: shares)

Acquisition

Method

Type of Stock

Beg.

Acquired

Disposal

Canceled

End

Remarks

Direct purchase under Sub-section 1, section 165-2

Common

Preferred

Direct purchase other than the conditions under Sub-section 1, section 165-2

Common

2,561

Preferred

Subtotal

Common

2,561

Preferred

Indirect acquisition from trust agreement

Common

Preferred

Total

Common

2,561

Preferred

Voting Rights



As of March 31, 2011		(unit: shares)


Items		Number of stock		Notes
Total number of shares	Common Shares		806,015,340
	Preferred Shares
Stocks without voting rights	Common Shares
	Preferred Shares
Stocks with limited voting rights under the Securities & Exchange Law	—		2,561
Stocks with voting rights restored	—
Stocks with voting rights	Common Shares		806,012,779
	Preferred Shares

Dividend Information

Dividend information for the past three years

(Separate basis)


Items		2010		2009		2008
Par value per share (Won)			5,000		5,000		5,000
Net profit (Won in Millions)			1,288,856		1,026,024		454,478
Earnings per share (Won)			1,599		1,273		564
Total cash payout (Won in Millions)			201,503		80,601		—
Total stock dividends (Won in Millions)							—
Cash dividend payout ratio (%)			15.63		7.86
Cash dividend yield (%)	Common Shares		1.6		0.7
	Preferred Shares
Stock dividend yield (%)	Common Shares
	Preferred Shares
Cash dividend per share (Won)	Common Shares		250		100
	Preferred Shares
Stock dividend per share (Won)	Common Shares
	Preferred Shares

II.

Description of Business

Business Overview

Organizational Chart

(As of April 1, 2011)

Overview of Operations

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.

Financing of Operations

(1)

Source of Funds

(unit: in millions of Won)


Items	2011 1Q			2010			2009
Shareholders’ Equity		14,049,866			13,804,170			13,720,923
Capital		4,030,077			4,030,077			4,030,077
Capital Surplus		84,488			84,488			179,488
Retained Earnings		9,935,320			9,689,624			8,346,186
Capital Adjustments		(18	)		(18	)		1,165,172
Borrowings		4,166,638			3,804,738			3,824,205
Debentures		3,814,767			3,654,843			3,744,156
Bank Borrowings		—			—			60,000
Commercial Paper		—			—			—
Other Borrowings		—			—			—
Other Liabilities		351,871			149,895			20,049

Total		18,216,505			17,608,908			17,545,128


*		Separate basis.

(2)

Use of Funds

(unit: in millions of Won)


Items	2011 1Q		2010		2009
Subsidiary Stock		17,493,228		17,383,228		17,350,078
Woori Bank		13,621,824		13,621,824		13,621,824
Kyongnam Bank		1,443,661		1,443,661		1,443,661
Kwangju Bank		976,284		946,284		976,284
Woori Financial Information System		15,013		15,013		15,013
Woori F&I		166,563		166,563		166,563
Woori Investment & Securities		754,782		754,782		754,782
Woori Asset Management		67,456		67,456		67,456
Woori Private Equity		24,246		24,246		24,246
Woori Financial		207,346		207,346		207,346
Woori Aviva Life Insurance		106,053		106,053		72,903
Woori Financial Group Savings Bank		110,000		—
Investment Securities		—		—		—
Loan Obligations		994		994		139,300
Tangible Assets		502		593		415
Intangible Assets		33		35		8
Cash		556,821		65,346		23,267
Other Assets		164,927		158,712		32,060

Total		18,216,505		17,608,908		17,545,128


*		Separate basis.

Transactions related to Commission Fees*

(unit: in millions of Won)


Category	2011 1Q⁽¹⁾		2010⁽¹⁾		2009⁽²⁾
Commission Revenue (A)		17,813		35,626		—
Commission Expense (B)		2,683		4,209		7,001
Commission Profit (A-B)		15,130		31,417		(7,001	)


(1)		Separate basis; based on Korean IFRS.

(2)		Separate basis; based on Korean GAAP.

Other Information Relevant to Investment Decisions

Selected Ratios

Won-denominated Current Ratio

(unit: in millions of Won)


Items	2011 1Q⁽¹⁾			2010⁽¹⁾			2009⁽¹⁾
Current Assets (A)		562,327			65,497			23,682
Current Liabilities (B)		369,390			9,260			8,995
Current Ratio⁽²⁾ (A/B)		152.23	%		707.31	%		263.29	%


(1)		Separate basis.

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

Debt Ratio

(unit: in millions of Won)


Items	2011 1Q			2010			2009
Liabilities (A)		4,166,638			3,804,738			3,824,205
Equity (B)		14,049,866			13,804,170			13,720,923
Debt Ratio (A/B)		29.65	%		27.55	%		27.87	%


*		Separate basis.

BIS Ratio

(unit: in millions of Won)


Items	2011 1Q⁽¹⁾⁽²⁾			2010⁽²⁾			2009⁽³⁾
Total Capital (A)		25,142,989			24,839,544			24,824,094
Risk weighted assets (B)		208,858,904			198,250,944			200,954,776
BIS Ratio (A/B)		12.04	%		12.53	%		12.35	%


(1)		Estimate.

(2)		Consolidated basis; based on Korean IFRS.

(3)		Consolidated basis; based on Korean GAAP.

Credit Ratings for the Past Three Years


	Evaluated	Credit	Company	Evaluation
Date of Rating	Securities	Rating	(Ratings Range)	Category
2007.05.07		A2	Moody’s (Aaa ~ C)	Case evaluation
2007.08.17	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2007.08.17	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2007.11.27	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2007.11.27	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2008.04.03	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2008.04.03	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.06.04		BBB+	S&P (AAA ~ D	Case evaluation
2008.06.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.06.16	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2008.09.12	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2008.09.16	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2008.12.02	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2008.12.02	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.03.13	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.03.13	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2009.06.30	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2009.06.30	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.11.05	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2009.11.05	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2010.05.10	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2010.05.10	Debentures	AAA	KIS Ratings (AAA ~ D)	Case evaluation
2010.07.23	Debentures	AAA	Korea Ratings (AAA ~ D)	Case evaluation
2010.07.23	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2010.10.28	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2010.10.28	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.02.14	Debentures	AAA	NICE (AAA ~ D)	Case evaluation
2011.02.14	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation
2011.03.02	Debentures	AAA	Korea Ratings (AAA ~D)	Case evaluation
2011.03.03	Debentures	AAA	KIS Ratings (AAA ~D)	Case evaluation

30 Largest Exposures by Borrower



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


											Total
			Pre-		Sub-				Estimated		Credit				Total
Name	Normal		cautionary		standard		Doubtful		Loss		Exposure		Securities		Exposure
Korea Land & Housing Corporation		302		—		—		—		—		302		19,596		19,898
Korea Finance Corporation		—		—		—		—		—		—		17,854		17,854
Korea Housing Finance Corporation		—		—		—		—		—		—		17,716		17,716
Industrial Bank of Korea		7		—		—		—		—		7		15,659		15,666
Samsung Electronics		15,260		—		—		—		—		15,260		65		15,326
SH Corporation		10,647		—		—		—		—		10,647		3,871		14,518
Hyundai E&C		2,416		—		—		—		—		2,416		10,904		13,320
Kookmin Bank		1,875		—		—		—		—		1,875		10,671		12,546


											Total
			Pre-		Sub-				Estimated		Credit				Total
Name	Normal		cautionary		standard		Doubtful		Loss		Exposure		Securities		Exposure
Sungdong Shipbuilding & Marine		3,866		6,858		—		—		—		10,724		—		10,724
Korea Development Bank		—		—		—		—		—		—		10,653		10,653
Korea Deposit Insurance Corporation		10,000		—		—		—		—		10,000		407		10,407
Hyundai Heavy Industries		10,229		—		—		—		—		10,229		106		10,335
Hynix		1,253		—		—		—		—		1,253		6,623		7,876
Hyundai Steel		7,041		—		—		—		—		7,041		691		7,732
National Agricultural Cooperative Federation		352		—		—		—		—		352		6,738		7,091
STX Shipbuilding		7,020		—		—		—		—		7,020		—		7,020
Shinhan Bank		5		—		—		—		—		5		6,522		6,527
SPP Shipbuilding		2,394		4,113		—		—		—		6,507		—		6,507
Kumho Tire		601		4,765		—		—		—		5,366		1,132		6,498
Korea Electronic Power Corporation		—		—		—		—		—		—		5,680		5,680
Kumho Industrial		337		—		4,636		—		—		4,973		652		5,625
LG Chemical		5,487		—		—		—		—		5,487		20		5,506
POSCO		559		—		—		—		—		559		4,908		5,467
Hyosung		5,439		—		—		—		—		5,439		17		5,456
SLS Shipbuilding		3,432		—		9		1,920		—		5,361		—		5,361
Hanwha		5,169		—		—		—		—		5,169		42		5,210
Samsung Heavy Industries		5,178		—		—		—		—		5,178		20		5,198
Dong Wha Pharm Co.		51		—		—		—		—		51		5,110		5,161
Daewoo International		4,979		—		—		—		—		4,979		119		5,098
Hyundai Samho Heavy Industries		4,894		—		—		—		—		4,894		—		4,894

Total		108,794		15,736		4,645		1,920		—		131,094		145,775		276,869


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

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



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


				Sub-standard or
Name	Industry	Total Exposure		below		Loan Loss Reserve
A	Construction		4,973		4,636		126
B	Real Estate & Lease		3,960		3,572		1,897
C	Construction		3,056		3,056		2,232
D	Real Estate & Lease		2,000		2,000		1,314
E	Manufacturing		5,361		1,928		974
F	Wholesale and Retail Trade		1,779		1,727		727
G	Construction		1,631		1,631		1,048
H	Real Estate & Lease		1,050		1,050		513
I	Finance & Insurance		1,001		1,001		359
J	Construction		1,000		1,000		1,000
K	Real Estate & Lease		1,000		1,000		276
L	Finance & Insurance		996		996		104
M	Manufacturing		1,525		949		262
N	Manufacturing		917		917		770
O	Finance & Insurance		900		900		333
P	Real Estate & Lease		900		900		282
Q	Construction		889		889		342
R	Real Estate & Lease		857		857		169
S	Real Estate & Lease		850		850		561
T	Real Estate & Lease		850		850		434

Total			35,494		30,710		13,724


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

Recent Developments

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

III.

Financial Information

Condensed Financial Statements (Separate)

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


Items	2011 1Q			2010
Cash and Bank Deposits		556,822			65,345
Loans and Receivables		161,789			155,209
Investment Securities Accounted for Using the Equity Method of Accounting		17,493,228			17,383,228
Tangible Assets		502			593
Intangible Assets		33			35
Other Assets		3,172			3,370
Deferred Tax Asset		959			1,128

Total Assets		18,216,505			17,608,908

Debentures		3,814,767			3,654,844
Provisions		414			—
Income Tax Payable		124,901			124,078
Other Financial Liabilities		224,555			23,889
Other Liabilities		2,001			1,927

Total Liabilities		4,166,638			3,804,738

Common Stock		4,030,077			4,030,077
Capital Surplus		84,488			84,488
Other Capital		(18	)		(18	)
Retained Earnings		9,935,320			9,689,623

Total Capital		14,049,867			13,804,170

Net Interest Income		(55,722	)		(58,829	)
Net fees and Commissions		15,130			(889	)
Dividends		500,438			381,590
Reversal of Allowance for Doubtful Accounts		—			(242	)
Other Operating Income		(12,478	)		(7,690	)
Net Profit from Continuing Operations before Corporate Income Tax		447,368			314,424
Total Net Income		447,199			314,424
Total Comprehensive Income		447,199			314,424
Earnings Per Share (in Won)		555			390

Condensed Financial Statements (Consolidated)

(unit: in millions of Won)


Items	2011 1Q			2010
Cash and Due from Banks		3,998,478			3,483,407
Financial Assets at Fair Value through Profit or Loss		65,133,408			64,067,204
Loans and Receivables		232,301,333			217,108,796
Jointly Controlled Associates		678,695			744,844
Investment Properties		500,945			643,271
Tangible Assets		3,106,643			3,097,378
Intangible Assets		485,412			295,136
Other Assets		471,722			378,858
Current Tax Assets		86,496			68,273
Derivatives Assets		113,474			131,511
Held-for-sale Assets Group		136,512			87,926

Total Assets		307,013,118			290,106,604

Financial Liabilities at Fair Value through Profit or Loss		8,971,976			8,838,281
Deposits		190,616,025			185,427,625
Borrowings		34,615,419			34,265,662
Debentures		29,800,470			29,110,640
Allowances		915,797			831,004
Current Tax liabilities		662,414			386,494
Other Financial Liabilities		19,766,081			10,536,622
Other Liabilities		581,126			399,189
Derivatives Liabilities		4,585			5,339

Total Liabilities		285,933,893			269,800,856

Controlling Stakes		16,463,646			15,742,534
Non-controlling Stakes		4,615,579			4,563,214

Total Capital		21,079,225			20,305,748

Net Interest Income		1,764,368			1,724,603
Net Commission income		313,317			271,873
Dividend Income on Securities		83,633			49,511
Gain (Loss) on Financial Products		40,761			494,070
Impairment on Credit Loss		452,560			55,561
Other Operating Income		(946,844	)		(963,197	)
Operating Income		802,675			1,521,299
Gain on Equity Method Investments		45,847			11,835
Income before Income Tax Expense		848,522			1,533,134
Total Net Income		635,308			1,237,920
Comprehensive Income		1,072,515			1,158,702
Earnings per share (in Won)		624			1,355

IV.

Independent Auditor’s Opinion


	2011 1Q	2010	2009
Auditor	Deloitte Anjin LLC	Deloitte Anjin LLC	Deloitte Anjin LLC
Auditor’s Opinion	(1)	Unqualified Opinion	Unqualified Opinion


(1)		In its review report attached to this report, Deloitte Anjin LLC has stated that nothing has come to their attention that causes them to believe that the accompanying consolidated financial statements of the Company as of December 31, 2010 and March 31, 2011 and for the three months ended March 31, 2010 and 2011 are not presently fairly, in all material respects, in accordance with Korean IFRS 1034 Interim Financial Reporting, and the requirements of Korean IFRS 1101 First-time adoption of Korean International Financial Reporting Standard, relevant to interim financial reporting.

Compensation to the Independent Auditor for the Past Three Years

Auditing Service

(units: in millions of Won, hours)

Accrued Time

Year

Auditor

Activity

Compensation

(hrs)

2011 1Q

Deloitte Anjin LLC

Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Separate)

426

1,960

2010

Deloitte Anjin LLC

Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Non-consolidated)

342

6,148

2009

Deloitte Anjin LLC

Review of Quarter and Half Year financial statements and audit of Annual financial statements (Consolidated, Non-consolidated)

342

4,941

Compensation for Services Other than the Audit

(unit: in millions of Won)


Year	Contract Date		Activity	Period		Comp.		Note
2011 1Q		2011.04.30	Corporate tax reconciliation		2011.07~2011.08
					2012.02~2012.03		35		—
2010		2011.03.07	US GAAP and SOX Auditing		2010.12~2011.05
		2010.04.30	Corporate tax reconciliation		2010.07~2010.08		2,306
			(Consolidated tax return advice)		2011.02~2011.03		72		—
2009		2009.12.21	US GAAP and SOX Auditing		2009.12~2010.05
		2009.04.29	Corporate tax reconciliation		2009.07~2009.08		3,006
			(Consolidated tax return review)		2010.2~2010.3		31		—

Corporate Governance and Affiliated Companies

About the Board of Directors

Composition of our board of directors

After the general shareholders’ meeting on March 25, 2011


		Relationship with
Name	Career & Academic Background	Largest Shareholder	Notes
Pal Seung Lee (Standing Director)	• Current) Chairman and chief executive officer of Woori Finance Holdings • Chief executive officer, Woori Investment & 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)	• 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
Kwang-Yie Kim (Non-standing Director)	• Current) Public Relations Director, Korea Deposit Insurance Corporation • Ministry of Finance and Economy • Bachelor of Science (Biochemistry), Yonsei University	Employee of the largest shareholder	New Appointment
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
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 25, 2011


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 Hun 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 Kwang-Yie Kim Hun 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 Doo-Hee Lee Kwang-Yie Kim 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 Kwang-Yie Kim Hun 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 Kwang-Yie Kim Doo-Hee Lee Hun 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 Kwang-Yie Kim Doo-Hee Lee Hun 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 Kwang-Yie Kim Doo-Hee Lee Hun Lee John Ji Whan Park	Non-standing director Doo-Hee Lee heads this committee consisting of all non-standing directors.

Related Companies

Investments in Other Companies



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


																			Total Assets		Net Income
							Changes⁽¹⁾												as of the Most		for the Most
	Beginning Balance										Valuation		Ending Balance						Recent Fiscal		Recent Fiscal
Name	Quantity		Share		Book value		Quantity		Cost		Gain/Loss		Quantity		Share		Book value		Year		Year⁽²⁾
Woori Bank		765,957		100.0		13,621,824		—		—				765,957		100.0		13,621,824		223,488,079		1,107,785
Kwangju Bank		49,413		99.9		976,284		—		—				49,413		99.9		976,284		16,509,081		105,529
Kyongnam Bank		58,050		99.9		1,443,661		—		—				58,050		99.9		1,443,661		21,800,984		144,302
Woori FIS (former Woori Finance Information System)		900		100.0		15,013		—		—				900		100.0		15,013		220,469		2,144
Woori F&I		6,000		100.0		166,563		—		—				6,000		100.0		166,563		1,037,376		40,367
Woori Investment & Securities		46,325		35.0		754,782		—		—				46,325		35.0		754,782		16,990,952		180,543
Woori Asset Management		6,662		100.0		67,456		—		—				6,662		100.0		67,456		84,259		9,954
Woori Private Equity		4,000		100.0		24,246		—		—				4,000		100.0		24,246		27,428		1,705
Woori Financial		8,970		52.9		207,346		—		—				8,970		52.9		207,346		2,776,670		31,641
Woori Aviva Life Insurance		7,601		51.6		106,053		—		—				7,601		51.6		106,053		2,377,784		2,643
Woori Financial Group Savings Bank								6,320				110,000		6,320		100.0		110,000

Total		953,879		—		17,383,228		6,320		—		110,000		960,199		—		17,493,228		285,313,082		1,626,613


1.		The changes in quantity and cost are calculated from the increase or decrease under the equity method.

2.		The figures for the net income for the most recent fiscal year are calculated on a non-consolidated basis in accordance with Korean GAAP.

3.		The figures for the net income for the most recent fiscal year as stated above are for the fiscal year ended December 31, 2010, except for the figures for the latest net income of Woori Asset Management, Woori Investment & Securities and Woori Aviva Life Insurance, which are for the fiscal year ended March 31, 2010.

VI.

Stock Information

Stock Distribution

Stock Information of the Largest Shareholder and Specially Related Parties



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


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

		Total		459,198,609		56,97		—		—		459,198,609		56.97

Largest Shareholder: KDIC

Share Ownership of More Than 5%



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


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

Total			459,198,609		56.97		—		—		459,198,609		56.97

Minority Shareholders

As of March 31, 2011


	Shareholder
Items	number		Ratio(%)		Number of shares		Ratio(%)
Minority Shareholders		92,432		99.99		297,999,579		36.97

Total		92,438		100.0		806,015,340		100.00

Stock Price and Stock Market Performance for the Past Six Months

Domestic Stock Market

(units: Won, shares)


Period		October 2010		November 2010		December 2010		January 2011		Febuary 2011		March 2011
Common Stock	High		15,700		14,600		15,600		15,900		15,150		14,700
	Low		14,150		13,300		14,250		14,200		13,650		13,450
	Average		14,890		14,010		14,930		15,290		14,380		14,270
Monthly Trade Volume	High		7,904,357		12,535,571		17,861,602		12,049,682		6,266,106		10,235,295
	Low		2,541,186		2,015,045		2,125,241		2,910,366		1,775,953		1,847,944
	Average		95,844,046		106,826,717		103,946,753		117,226,442		61,160,809		91,471,029

Foreign Stock Market (NYSE)

(units: US Dollars, ADRs)


Period		October 2010		November 2010		December 2010		January 2011		Febuary 2011		March 2011
ADR	High		42.50		39.60		41.85		42.94		42.00		39.48
	Low		37.65		34.34		37.31		38.70		36.45		36.33
	Average		39.87		37.20		39.30		41.24		39.03		38.19
Won Con-version	High		47,898		43,837		47,964		48,904		46,494		43,712
	Low		42,416		38,684		42,586		43,123		41,035		40,977
	Average		44,792		41,895		45,099		46,187		43,637		42,869
Monthly Trade Volume	High		16,800		445,700		243,700		25,100		246,000		36,300
	Low		0		500		1,400		1,700		3,200		2,300
	Monthly Total		69,900		532,100		558,000		192,900		726,500		191,100

VII.

Directors and Employee Information

Directors

As of March 31, 2011

Position

Name

Common Stocks Owned

Expiration of Term

Chairman and CEO

Registered

Pal Seung Lee

47,000

March 24, 2014

Senior Managing Director

Non-Registered

Sang Koo Youn

4,400

April 26, 2011

Senior Managing Director

Non-Registered

Jeong Han Kim

October 15, 2011

Senior Managing Director

Non-Registered

Hyun Jin Jung

September 12, 2012

Managing Director

Non-Registered

Sung Jae Park

353

February 9, 2012

Managing Director

Non-Registered

Seung Gyu Kim

December 10, 2011

Managing Director

Non-Registered

Seong Kook Jo

September 26, 2012

Managing Director

Non-Registered

Byoung Yoon Jeon

September 26, 2012

Managing Director

Non-Registered

Hong Dall Kim

September 26, 2012

Non-standing Director

Registered

Min-Joon Bang

March 24, 2012

Non-standing Director

Registered

Hi-Teak Shin

March 24, 2012

Non-standing Director

Registered

Doo-Hee Lee

March 24, 2012

Non-standing Director

Registered

Hun Lee

March 24, 2012

Non-standing Director

Registered

Yong-Man Rhee

March 24, 2013

Non-standing Director

Registered

Kwang-Yie Kim

March 24, 2013

Non-standing Director

Registered

John Ji Whan Park

March 24, 2013


*		Mr. Lee held 50,000 shares of common stock as of April 26, 2011.

Employee Status



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

Average

Staff

Tenure

Cumulative

Compensation

Items

Admin.

Manu.

Misc.

Total

Years

Compensation

Per Person

Note

Total

127

—

140

3 years and 1 month

2,297,926

16,413

Directors’ Compensation

(unit: in millions of Won)


					Average Compendation
Items	Total Compensation		Number of Person		Per employee		Note
Standing Director		149		1		149
Non-standing Directors (excluding audit committee member)		43.5		3		14.5
Audit Committee Members		48.5		4		12.1	No compensation was provided for one of the members of the Audit Committee


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

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

VIII.

Related Party Transactions

Transactions with Affiliated Parties

Transactions of Provisional Payments and Loans (including secured loans)

(unit: in millions of Won)


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

Payment Transactions

(unit: shares)


		Capital Contribution and Share Disposal
			Transactions
Name	Relation	Types of Shares	Beginning		Increase		Decrease		Ending		Notes
Woori Bank	Subsidiary	Common stock		695,956,580		—		—		695,956,580
		Preferred Stock		70,000,000		—		—		70,000,000
Kwangju Bank	Subsidiary	Common stock		49,413,333		—		—		49,413,333
Kyongnam Bank	Subsidiary	Common stock		58,049,994		—		—		58,049,994
Woori FIS (former Woori Finance Information System)	Subsidiary	Common Stock		900,000		—		—		900,000
Woori F&I	Subsidiary	Common Stock		6,000,000		—		—		6,000,000
Woori Investment & Securities	Subsidiary	Common Stock		46,324,981		—		—		46,324,981
Woori Asset Management	Subsidiary	Common Stock		6,662,000		—		—		6,662,000
Woori Private Equity	Subsidiary	Common Stock		4,000,000		—		—		4,000,000
Woori Financial	Subsidiary	Common Stock		8,970,639		—		—		8,970,639
Woori Aviva Life Insurance	Subsidiary	Common Stock		7,601,091		—		—		7,601,091
Woori Financial Group Savings Bank	Subsidiary	Common Stock				6,320,000				6,320,000

	Total			953,878,618		6,320,000		—		960,198,618

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: May 31, 2011	By:	/s/ Woo Seok Seong
		(Signature)
		Name:	Woo Seok Seong
		Title:	General Manager