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 February 2013

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

203 Hoehyondong, 1-ga Chung-gu

Seoul, 100-792 Korea

Tel.822-2125-2211

Fax.822-2125-2293~4

February 27, 2013

To Shareholders:

Convocation Notice of the Annual General Meeting of Shareholders

Notice is hereby given that an Annual General Meeting of Shareholders of the Group will be held as described hereunder and your attendance is cordially requested.

Very truly yours,

Pal-Seung Lee

Chairman and CEO

Woori Financial Group

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

Seoul 100-792, Korea

Description



1. Date and Time		March 22, 2013 9 A.M., Seoul time.

2. Venue		5th floor / Woori Bank, 203, Hoehyon-dong, 1-ga, Chung-gu, Seoul, 100-792, Korea

3. Agenda		A. Approval of financial statements for the fiscal year 2012 B. Approval of modifications to the Articles of Incorporation C. Appointment of non-standing directors C-1 Yong-Man Rhee C-2 Doo-Hee Lee C-3 Hun Lee C-4 John Ji Whan Park C-5 Young-Soo Park C-6 Hee-Yul Chai D. Appointment of candidates for the members of the Audit Committee D-1 Yong-Man Rhee D-2 Doo-Hee Lee D-3 Hun Lee D-4 Young-Soo Park E. Approval of directors’ compensation limit

Reference Document for the Exercise of Voting Rights

A.	Approval of financial statements for the fiscal year 2012

Please refer to appendix A.

B.	Approval of modifications to the Articles of Incorporation (the “AOI”)

[Note: unless otherwise noted, the modifications below reflect corresponding amendments to relevant sections of the Korean Commercial Code and/or the Model Articles of Incorporation for listed companies as published by the Korea Listed Companies Association.]

1.	Article 2 of the AOI (Business Purpose)

Article 2 will be amended to replace “The purposes of the Company are acquisition and possession of the stock or equity of companies engaging in the financial business or closely related to the conduct of financial businesses, and control or administration and management of subsidiaries, sub-subsidiaries and companies controlled by sub-subsidiaries (hereinafter referred to as the “Subsidiaries”), as well as the following activities which are ancillary to such purposes” with “The purposes of the Company are acquisition and possession of the stock or equity of companies engaging in the financial business or closely related to the conduct of financial businesses, and control or administration and management of Subsidiaries (as defined in Article 4, paragraph 1, subparagraph 2 of the Financial Holding Companies Act, and including subsidiaries, sub-subsidiaries and companies controlled by sub-subsidiaries), as well as the following activities which are ancillary to such purposes.”

2.	Article 8-2 of the AOI (Number and Description of Class Shares -1)

Article 8-2, Paragraph 5 will be amended to replace “In the event where a resolution is adopted not to pay the prescribed dividend with respect to Class Shares, the Class Shares shall be deemed to have voting rights from the shareholders’ meeting following the shareholders’ meeting where such resolution is adopted, until the conclusion of the shareholders’ meeting where a resolution for priority payment of dividend to Class shares is adopted.” with “In the event where a resolution is adopted not to pay the prescribed dividend with respect to Class Shares, the Class Shares shall be deemed to have voting rights from the general meeting of shareholders following the general meeting of shareholders where such resolution is adopted, until the conclusion of the general meeting of shareholders where a resolution for priority payment of dividend to Class shares is adopted.”

3.	Article 11 of the AOI (Stock Option)

Article 11, Paragraph 7 will be amended to replace “Any grantee of the stock option may exercise his/her stock option only after having served the Company for two (2) years or more from the date when the resolution of the General Meeting of Shareholders or Board of Directors provided in the foregoing paragraph 1 has been adopted; provided, however, that in case a grantee of the stock option dies, or retires or resigns due to the mandatory age limit or for any other reasons which are not attributable to such grantee within two (2) years from the date of the above mentioned resolution, the grantee may exercise the stock option within the exercise period.” with “Any grantee of the stock option may exercise his/her stock option only after having served the Company for two (2) years or more from the date when the resolution of the General Meeting of Shareholders or Board of Directors provided in the foregoing paragraph 1 has been adopted; provided, however, that in case a grantee of the stock option dies, or retires or resigns for any reason which is not attributable to such grantee within two (2) years from the date of the above mentioned General Meeting of Shareholders’ or Board of Directors’ resolution, the grantee may exercise the stock option within the exercise period.”

4.	Article 16 of the AOI (Issuance of Bonds)

a.	A new Article 16, Paragraph 3 will be added to stipulate “The Company may register credits in the electronic registration ledger of an electronic registration institution in lieu of issuing bond certificates for the bonds mentioned in Paragraph 1 above.”

5.	Article 32 of the AOI (Term of Directors)

Article 32, Paragraph 1-2 will be amended to become Paragraph 2 and further to replace “The term of office of a director who concurrently holds the position of representative director of a subsidiary shall coincide with the term of office as such representative director; provided, however, that this paragraph shall be applicable only where the term of office as representative director of the subsdiary expires prior to the term of office as a director of the Company.” with “The term of office of a director who concurrently holds the position of representative director of a subsidiary shall coincide with the term of office of such representative director in the event the term of office as representative director of the subsdiary expires prior to the term of office as a director of the Company.”

b.	Article 32, Paragraph 2 will be amended to become Paragraph 3.

c.	Article 32, Paragraph 3 will be amended to become Paragraph 4 and further to replace “Paragraphs 1, 1-2 and 2” with “Paragraphs 1, 2, and 3.”

6.	Article 38 of the AOI (Chairman of the Board of Directors)

Article 38 will be will be amended to replace “The chairman of the Board of Directors shall be elected annually from among the directors by a resolution of the Board of Directors. In the event the elected chairman is not an outside director, a person representing the outside directors shall be separately elected.” with “The chairman of the Board of Directors (the “Chairman”) shall be elected annually from among the directors by a resolution of the Board of Directors. In the event the elected Chairman is not an outside director, a person representing the outside directors shall be separately elected.”

7.	Article 39 of the AOI (Convening of the Board of Directors)

a.	Article 39 will be amended to replace “chairman” with “Chairman”.

8.	Article 43 of the AOI (Renumeration and Severance Pay of Directors)

Article 43, Paragraph 2 will be amended to replace “The severance pay of directors shall be paid in accordance with the Regulations on Payment of Severance Pay for Officers as adopted by the resolution at the General Meeting of Shareholders.” with “The severance pay of directors shall be paid in accordance with the Regulations on Severance Pay for Officers as adopted by the resolution at the General Meeting of Shareholders.”

9.	Article 46 of the AOI (Duties of Audit Committee)

Article 46, Paragraph 6 will be amended to replace “The Audit Committee may request a business report from a subsidiary if it deems such report necessary for performance of its duties. In the event the subsidiary fails to report without delay or it is necessary to confirm the contents of the report, the Audit Committee may inspect the affairs and financial status of the subsidiary.” with “The Audit Committee may request a report of business from a subsidiary if it deems such report necessary for performance of its duties. In the event the subsidiary fails to report without delay or it is necessary to confirm the contents of the report, the Audit Committee may inspect the affairs and financial status of the subsidiary.”

b.	Article 46, Paragraph 6 will be amended to become Paragraph 7.

10.

ADDENDA

a.	ADDENDA (March 22, 2002) will be amended to ADDENDUM 1

b.	ADDENDA (March 31, 2003) will be amended to ADDENDUM 2

c.	ADDENDA (March 30, 2004) will be amended to ADDENDUM 3

d.	ADDENDA (May 18, 2004) will be amended to ADDENDUM 4

e.	ADDENDA (March 28, 2008) will be amended to ADDENDUM 5

f.	ADDENDA (March 27, 2009) will be amended to ADDENDUM 6

g.	ADDENDA (March 26, 2010) will be amended to ADDENDUM 7

h.	ADDENDA (March 30, 2012) will be amended to ADDENDUM 8

i.	ADDENDA 9 will be added to stipulate “These Articles of Incorporation shall become effective as of 22nd of March 2013.

[Note: amendments relating to corresponding amendments to the Korean Commercial Code shall become effective on the effective date of such amendments to the Korean Commercial Code.]

C.	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

Yong-Man Rhee (Aug. 29, 1933)	- Current) Non-Standing Director, Woori Finance Holdings - Minister, Ministry of Finance	Non-standing Directors Nomination Committee	None	None	1 year

Doo-Hee Lee (Jun. 12, 1957)	- Current) Professor of College of Business Administration, Korea University - President, Korea Advertising Society	Non-standing Directors Nomination Committee	None	None	1 year

Hun Lee (Dec. 8, 1961)	- Current) Co-Head, The Lawyers for Citizens - Attorney, Barun Law	Non-standing Directors Nomination Committee	None	None	1 year

John Ji Whan Park (Feb. 29, 1968)	- Current) Representative Director, Asia Evolution - Goldman Sachs	Non-standing Directors Nomination Committee	None	None	1 year

Young-Soo Park (Feb. 15, 1952)	- Current) Representative Attorney, Law Firm SanHo - Chief Prosecutor, Seoul High Prosecutors’ Office	Non-standing Directors Nomination Committee	None	None	2 years

Hee-Yul Chai (Jan . 23, 1960)	- Current) Professor of Economics, Kyonggi University - Dean of Academic Affairs, Kyonggi University	Non-standing Directors Nomination Committee	None	None	2 years

D.	Appointment of candidates for the members of the Audit Committee


Name (Date of Birth)	Experience	Nominated by	Relationship with Majority Shareholder	Transactions with Company within the past three years	Term

Yong-Man Rhee (Aug. 29, 1333)	- Current) Non-Standing Director, Woori Finance Holdings - Minister, Ministry of Finance	Audit Committee Nomination Committee	None	None	1 year

Doo-Hee Lee (Jun. 12, 1957)	- Current) Professor of College of Business Administration, Korea University - President, Korea Advertising Society	Audit Committee Nomination Committee	None	None	1 year

Hun Lee (Dec. 8, 1961)	- Current) Co-Head, The Lawyers for Citizens - Attorney, Barun Law	Audit Committee Nomination Committee	None	None	1 year

Young-Soo Park (Feb. 15, 1952)	- Current) Representative Attorney, Law Firm SanHo - Chief Prosecutor, Seoul High Prosecutors’ Office	Audit Committee Nomination Committee	None	None	2 years

E.	Approval of directors’ compensation limit


Item	2012	2013
Compensation Limit	4 billion won	4 billion won

Appendix A. Financial Statements for FY2012

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2012 AND DECEMBER 31, 2011


	December 31, 2012			December 31, 2011
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		236,400			33,538
Loans and receivables		209,199			239,215
Investments in subsidiaries and associates		17,976,325			17,825,203
Fixed assets		389			515
Intangible assets		33			29
Current tax assets		20,844			—
Deferred tax assets		2,444			2,158
Other assets		970			2,347

Total assets		18,446,604			18,103,005

LIABILITIES
Debentures		3,654,276			3,653,968
Retirement benefit obligation		137			—
Current tax liability		165,588			201,361
Other financial liabilities		53,448			31,796
Other liabilities		1,479			1,659

Total liabilities		3,874,928			3,888,784

EQUITY
Common stock		4,030,077			4,030,077
Hybrid securities		498,407			309,010
Capital surplus		109,026			109,026
Other equity		(14	)		(14	)
Retained earnings		9,934,180			9,766,122

Total equity		14,571,676			14,214,221

Total liabilities and equity		18,446,604			18,103,005

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	2012			2011
	(Korean Won in millions, except for earning per share data)
NET INTEREST INCOME (EXPENSE)
Interest income		11,757			8,028
Interest expense		(184,136	)		(222,337	)

		(172,379	)		(214,309	)

NET FEE INCOME
Fee income		62,582			65,698
Fee expense		(3,142	)		(7,846	)

		59,440			57,852

DIVIDEND INCOME		562,272			516,008
REVERSAL OF IMPAIRMENT LOSS ON CREDIT LOSS		(1	)		1
ADMINISTRATIVE EXPENSES		(51,352	)		(49,792	)

OPERATING INCOME (LOSS)		397,980			309,760

NON-OPERATING INCOME (LOSS)		(1,368	)		(6,310	)
INCOME BEFORE INCOME TAX		396,612			303,450
INCOME TAX EXPENSE (INCOME)		(286	)		(1,030	)

NET INCOME		396,898			304,480

OTHER COMPREHENSIVE INCOME, NET OF TAX		—			—

COMPREHENSIVE NET INCOME		396,898			304,480

EARNING PER SHARE
Basic and diluted earnings per share		459			375

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Common stock		Hybrid securities		Capital surplus		Other equity			Retained earnings			Total
	(Korean Won in millions)
January 1, 2011		4,030,077		—		109,025		(18	)		9,665,087			13,804,171
Dividends		—		—		—		—			(201,503	)		(201,503	)
Dividends of hybrid securities		—		—		—		—			(1,942	)		(1,942	)
Net income		—		—		—		—			304,480			304,480
Issue of hybrid securities		—		309,010		—		—			—			309,010
Disposal of treasury stock		—		—		1		4			—			5

December 31, 2011		4,030,077		309,010		109,026		(14	)		9,766,122			14,214,221

January 1, 2012		4,030,077		309,010		109,026		(14	)		9,766,122			14,214,221
Dividends		—		—		—		—			(201,503	)		(201,503	)
Dividends of hybrid securities		—		—		—		—			(27,337	)		(27,337	)
Net income		—		—		—		—			396,898			396,898
Issue of hybrid securities		—		189,397		—		—			—			189,397

December 31, 2012		4,030,077		498,407		109,026		(14	)		9,934,180			14,571,676

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Years ended December 31
	2012			2011
	(Korean Won in millions)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		396,898			304,480
Adjustment to net income:		(387,950	)		(300,168	)
Income tax expense (income)		(286	)		(1,030	)
Interest income		(11,757	)		(8,028	)
Interest expense		184,136			222,337
Dividend income		(562,272	)		(516,008	)
Reversal of impairment loss on credit loss		1			(1	)
Depreciation		179			294
Amortization		6			5
Retirement benefit		2,043			2,263
Changes in operating assets and liabilities:		197,158			121,756
Decrease in loans and receivables		198,113			119,481
Decrease in other assets		1,364			1,037
Decrease in retirement benefit obligation		(1,893	)		(2,276	)
Increase (decrease) in other financial liabilities		(245	)		2,620
Increase (decrease) in other liabilities		(181	)		894
Income tax paid		(201,361	)		(124,078	)
Interest income received		9,739			7,068
Interest expense paid		(181,630	)		(218,475	)
Dividend income received		562,272			516,008

Net cash provided by operating activities		395,126			306,591

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease in investments in subsidiaries and associates		3,107			—
Increase in investments in subsidiaries and associates		(154,229	)		(441,970	)
Acquisition of fixed assets		(54	)		(216	)
Acquisition of intangible assets		(10	)		—

Net cash (used in) investing activities		(151,186	)		(442,186	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Issue of debentures		767,657			1,186,280
Increase in borrowings		35,000			10,000
Issue of hybrid securities		189,397			309,010
Redemption of debentures		(770,000	)		(1,190,000	)
Redemption of borrowings		(35,000	)		(10,000	)
Dividends paid for hybrid securities		(26,629	)		—
Payment of dividends		(201,503	)		(201,503	)

Net cash (used in) financing activities		(41,078	)		103,787

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		202,862			(31,808	)
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD		33,538			65,346

CASH AND CASH EQUIVALENTS, END OF THE PERIOD		236,400			33,538

WOORI FINANCE HOLDINGS CO., LTD.

SEPARATE STATEMENTS OF APPROPRIATION of RETAINED EARNINGS

Date of Appropriation for 2012: March 22, 2013

Date of Appropriation for 2011: March 30, 2012

(Korean Won in millions)


	Year ended December 31
	2012			2011
RETAINED EARNINGS BEFORE APPROPRIATIONS:
Unappropriated retained earnings (Undisposed deficit) carried over from prior years		762			202,183
Interest of hybrid equity securities		(27,337	)		(1,942	)
Net income		396,898			304,480

		370,323			504,721

APPROPRIATIONS:
Legal reserve		39,690			30,448
Reserves for bad debts		850			8
Cash dividends		201,503			201,503
Voluntary reserve		128,000			272,000

		370,043			503,959

UNAPPROPRIATED RETAINED EARNINGS TO BE CARRIED FORWARD TO SUBSEQUENT YEARS		280			762

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2012, DECEMBER 31, 2011


	December 31, 2012		December 31, 2011
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		5,777,804		6,417,123
Financial assets at fair value through profit or loss		26,147,141		25,600,231
Available-for-sale financial assets		18,869,900		19,671,924
Held-to-maturity financial assets		18,684,801		20,036,128
Loans and receivables		250,105,729		235,159,956
Investments in jointly controlled entities and associates		1,037,930		928,233
Investment properties		491,685		498,999
Premises and equipment		3,185,543		3,134,472
Intangible assets and goodwill		433,407		447,891
Current tax assets		37,792		56,570
Deferred tax assets		155,086		79,980
Derivative assets		281,069		326,840
Assets held for sale		83,347		56,243
Other assets		414,699		377,059

Total assets		325,705,933		312,791,649

LIABILITIES
Financial liabilities at fair value through profit or loss		10,985,765		9,621,546
Deposits due to customers		202,919,613		195,930,482
Borrowings		33,478,685		34,666,709
Debentures		27,959,969		29,265,833
Provisions		863,658		892,308
Retirement benefit obligation		166,296		119,704
Current tax liabilities		178,793		274,257
Deferred tax liabilities		124,946		260,431
Derivative liabilities		38,000		33,493
Other financial liabilities		25,479,827		19,083,709
Other liabilities		507,668		569,783

Total liabilities		302,703,220		290,718,255

EQUITY
Owners’ equity:		18,705,697		17,523,998
Capital stock		4,030,077		4,030,077
Hybrid securities		498,407		309,010
Capital surplus		174,044		175,768
Other equity		185,950		586,421
Retained earnings		13,777,122		12,422,722
Non-controlling interests		4,337,113		4,549,396

Total equity		23,002,713		22,073,394

Total liabilities and equity		325,705,933		312,791,649

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	2012			2011
	(Korean Won in millions, except per share data)
Net interest income		7,267,103			7,264,395
Interest income		15,019,982			15,044,846
Interest expense		(7,752,879	)		(7,780,451	)

Net fees and commissions income		1,003,490			1,195,492
Fees and commissions income		1,667,166			1,774,434
Fees and commissions expense		(663,676	)		(578,942	)

Dividends		163,125			203,005
Gain on financial instruments at fair value through profit or loss		(293,469	)		119,403
Gain on available-for-sale financial assets		566,161			1,072,877
Gain on held-to-maturity financial assets		10			82
Impairment losses on credit loss		(2,121,102	)		(2,268,927	)
Other net operating expenses		(4,356,747	)		(4,500,619	)
Operating income		2,228,571			3,085,708
Non-operating income		62,693			91,665
Share of profits of jointly controlled entities and associates		68,667			16,700
Other non-operating income (loss)		(5,974	)		74,965

Net income before income tax expense		2,291,264			3,177,373
Income tax expense		(493,389	)		(744,093	)
Net income		1,797,875			2,433,280

Other comprehensive income (loss), net of tax		(387,788	)		(385,374	)
Loss on available-for-sale financial assets		(350,226	)		(374,877	)
Share of other comprehensive loss of jointly controlled entities and associates		56,856			(37,602	)
Gain (loss) on overseas business translation		(107,509	)		24,591
Gain on valuation of cashflow hedge		13,091			2,514

Total Comprehensive Income		1,410,087			2,047,906
Attribution of net income		1,797,875			2,433,280
Net income attributable to owners		1,583,580			2,136,828
Net income attributable to non-controlling interests		214,295			296,452

Attribution of comprehensive income		1,410,087			2,047,906
Comprehensive income attributable to owners		1,177,633			1,729,658
Comprehensive income attributable to non-controlling interests		232,454			318,248

Basic and diluted earnings per share		1,931			2,649

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Capital stock		Hybrid securities		Capital surplus			Other equity			Retained earnings			Controlling interests			Non-controlling interests			Total equity
	(Korean Won in millions)
January 1, 2011		4,030,077		—		180,105			1,002,019			10,489,339			15,701,540			4,563,214			20,264,754
Net income		—		—		—			—			2,136,828			2,136,828			296,452			2,433,280
Dividends		—		—		—			—			(201,503	)		(201,503	)		(36,687	)		(238,190	)
Paid in capital stock		—		—		(4,632	)		—			—			(4,632	)		355,418			350,786
Changes in investment in consolidated subsidiaries		—		—		295			—			—			295			(217	)		78
Variation of available-for-sale financial assets		—		—		—			(403,737	)		—			(403,737	)		28,860			(374,877	)
Changes in equity of jointly controlled entities and associates		—		—		—			(20,030	)		—			(20,030	)		(17,572	)		(37,602	)
Foreign currency translation		—		—		—			13,449			—			13,449			11,142			24,591
Cash flow hedge		—		—		—			3,149			—			3,149			(635	)		2,514
Changes in other equity		—		—		—			(8,428	)		—			(8,428	)		(16,340	)		(24,768	)
Changes in equity of non-controlling interests		—		—		—			—			—			—			22,292			22,292
Dividends to hybrid securities		—		—		—			—			(1,942	)		(1,942	)		(156,532	)		(158,474	)
Issue of hybrid securities		—		309,010		—			—			—			309,010			—			309,010
Repayment of hybrid securities		—		—		—			(1	)		—			(1	)		(499,999	)		(500,000	)

December 31, 2011		4,030,077		309,010		175,768			586,421			12,422,722			17,523,998			4,549,396			22,073,394

January 1, 2012		4,030,077		309,010		175,768			586,421			12,422,722			17,523,998			4,549,396			22,073,394
Net income		—		—		—			—			1,583,580			1,583,580			214,295			1,797,875
Dividends		—		—		—			—			(201,503	)		(201,503	)		(40,842	)		(242,345	)
Changes in investment in consolidated subsidiaries		—		—		(1,724	)		—			—			(1,724	)		(220	)		(1,944	)
Variation of available-for-sale financial assets		—		—		—			(335,688	)		—			(335,688	)		(14,538	)		(350,226	)
Changes in equity of jointly controlled entities and associates		—		—		—			7,188			—			7,188			49,667			56,855
Foreign currency translation		—		—		—			(81,805	)		—			(81,805	)		(25,704	)		(107,509	)
Cash flow hedge		—		—		—			4,357			—			4,357			8,734			13,091
Changes in other equity		—		—		—			5,136			—			5,136			3,102			8,238
Depreciation of subsidiaries’ stock discount		—		—		—			341			(341	)		—			—			—
Changes in equity of non-controlling interests		—		—		—			—			—			—			(271,770	)		(271,770	)
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			185,950			13,777,122			18,665,600			4,337,113			23,002,713

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	2012			2011
	(Korean Won in millions)
Cash flows from operating activities:
Net income		1,797,875			2,433,280
Adjustments:
Income tax expense		493,389			744,093
Interest income		(15,019,982	)		(15,044,846	)
Interest expense		7,752,879			7,780,451
Dividend income		(163,125	)		(203,005	)
Impairment loss on credit loss		2,121,102			2,268,927
Loss on valuation of financial instruments at fair value through profit or loss		176,907			—
Loss on valuation of investments in jointly controlled entities and associates		5,349			39,738
Loss on foreign exchange translation		44,539			35,226
Loss on transaction of derivatives		24,461			5,641
Loss on valuation of derivatives		32,006			8,378
Loss on fair value hedged items		38,879			195,837
Provisions		81,385			59,260
Retirement benefits		207,249			153,167
Depreciation and amortization		291,033			273,607
Loss on disposal of investments in jointly controlled entities and associates		19,807			40
Loss on disposal of premises and equipment and other assets		3,335			6,247
Impairment loss of premises and equipment and other assets		17,731			18,875
Gain on valuation of financial instruments at fair value through profit or loss		—			(224,550	)
Gain on disposal of available-for-sale financial assets		(566,161	)		(1,072,877	)
Gain on disposal of held-to-maturity financial assets		(10	)		(82	)
Gain on valuation of investments in jointly controlled entities and associates		(74,016	)		(56,438	)
Gain on foreign exchange translation		(26,059	)		(46,882	)
Gain on transaction of derivatives		(4,496	)		(233	)
Gain on valuation of derivatives		(40,072	)		(187,038	)
Gain on fair value hedged items		(43,725	)		(3,876	)
Reversal of provisions		(25,069	)		(8,350	)
Gain on disposal of investments in jointly controlled entities and associates		(28,627	)		(61,071	)
Gain on disposal of premises and equipment and other assets		(4,669	)		(74,140	)
Reversal of impairment loss of premises and equipment and other assets		(3,700	)		(791	)
Changes in operating assets and liabilities:
Decrease (increase) in financial instruments at fair value through profit or loss		640,404			(2,408,645	)
Increase in loans and receivables		(16,796,956	)		(17,933,322	)
Increase in other assets		(55,488	)		(2,529,458	)
Increase in deposits due to customers		6,529,154			10,455,304

(Continued)

WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2011


	Korean Won
	2012			2011
	(in millions)
Increase (decrease) in provisions for guarantee and loan commitment		(79,095	)		12,921
Decrease in retirement benefit obligation		(160,658	)		(142,289	)
Increase in other financial liabilities		6,035,108			6,829,024
Increase (decrease) in other liabilities		(17,603	)		174,424
Cash received (paid) from operating activities:
Interest revenue received		14,986,770			14,948,932
Interest expense paid		(7,781,131	)		(7,170,272	)
Dividend received		156,463			203,005
Income tax paid		(666,170	)		(549,333	)

Net cash provided by (used in) operating activities		(100,987	)		(1,071,121	)

Cash flows from investing activities:
Disposal of available-for-sale financial assets		25,991,898			11,319,306
Repayment of held-to-maturity financial assets		11,264,656			6,595,952
Disposal of investments in jointly controlled entities and associates		140,871			167,701
Disposal of investment properties		—			130,501
Disposal of premises and equipment		15,545			31,962
Disposal of intangible asset		3,199			3,270
Disposal of assets held for sale		15,860			109,168
Acquisition of available-for-sale financial assets		(24,796,958	)		(8,360,550	)
Acquisition of held-to-maturity financial assets		(9,913,276	)		(6,826,232	)
Acquisition of investment in jointly controlled entities and associates		(97,819	)		(311,805	)
Acquisition of investment properties		(2,724	)		(1,356	)
Acquisition of premises and equipment		(252,470	)		(232,456	)
Acquisition of intangible assets		(72,598	)		(211,778	)

Net cash provided by investing activities		2,296,184			2,413,683

Cash flows from financing activities:
Net increase in borrowings		—			401,121
Issue of debentures		8,922,872			6,942,404
Issue of hybrid securities		189,397			309,010
Increase in hedging derivatives		43,965			10,113
Net increase in non-controlling interests		—			189,728
Net decrease in borrowings		(1,188,024	)		—
Repayment of debentures		(10,234,926	)		(6,975,522	)
Dividends paid		(201,503	)		(201,503	)
Dividends of hybrid securities paid		(26,629	)		—
Repayment of hybrid securities of subsidiaries		—			(500,000	)
Net decrease in non-controlling interests		(168,448	)		—

Net cash provided by (used in) financing activities		(2,663,296	)		175,351
Net increase (decrease) in cash and cash equivalents		(468,099	)		1,517,913

Cash and cash equivalents, beginning of the year		6,417,123			4,871,109
Effects of exchange rate changes on cash and cash equivalents		(171,220	)		28,101

Cash and cash equivalents, end of the year		5,777,804			6,417,123

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: February 27, 2013				By: /s/ Woo Seok Seong
				(Signature)
				Name: Woo Seok Seong
				Title: Managing Director