Edgar Filing: WOORI BANK

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 November 2014

Woori Bank

(Translation of Registrant’s name into English)

51, Sogong-ro, Jung-gu, Seoul, 100-792, Korea

(Address of principal executive offices)

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

Form 20-F x Form 40-F ¨

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

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

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

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

Index


1. Summary of 2014 3Q Business Report		3

2. Exhibit 99.1 Woori Bank Review Report for 2014 3Q (Consolidated)

3. Exhibit 99.2 Woori Bank Review Report for 2014 3Q (Separate)

Summary of 2014 Third Quarter Business Report

Table of Contents


I. INTRODUCTION OF THE BANK		5

1.	Overview of the Bank	5

2.	Capital Structure	9

3.	Voting Rights	9

4.	Dividend Information	9

II. BUSINESS OVERVIEW		10

1.	Results of Operations	10

2.	Business Performance by Operation	10

3.	Funding Sources and Use of Funds	13

4.	Other Information Necessary for Making Investment Decisions	15

III. FINANCIAL INFORMATION		17

1.	Condensed Financial Statements (Consolidated)	17

2.	Condensed Financial Statements (Separate)	19

IV. INDEPENDENT AUDITOR’S OPINION		21

1.	Independent Auditor’s Opinion	21

2.	Compensation to the Independent Auditor for the Past Three Years	21

V. CORPORATE GOVERNANCE AND AFFILIATED COMPANIES		22

1.	About the Board of Directors	22

2.	Affiliated Companies (as of September 30, 2014)	24

VI. SHAREHOLDER INFORMATION		25

1.	Share Distribution	25

VII. DIRECTORS AND EMPLOYEE INFORMATION		26

1.	Directors	26

2.	Employee Status	26

3.	Directors’ Compensation	27

VIII. RELATED PARTY TRANSACTIONS		28

Except where indicated otherwise, financial information contained in this document (including the attached financial statements) has 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 Bank,” “we,” “us” or the “Bank” are to Woori Bank and, unless the context requires otherwise, its subsidiaries. In addition, all references to “Won” or “KRW” in this document are to the currency of the Republic of Korea.

I.	Introduction of the Bank

1.	Overview of the Bank

a.	History

(1)

Background: Major developments.


March 27, 2001		Became a subsidiary of Woori Finance Holdings Co., Ltd. (“Woori Finance Holdings”)

December 31, 2001		Merged with the spun off banking division of Peace Bank of Korea

January 31, 2002		Transferred the credit card business of Hanvit Bank to Woori Card

May 22, 2003		Awarded Republic of Korea Corporate Image Grand Prize – Grand Prize for CI and First Prize for Knowledge Management

July 31, 2003		Merged with Woori Investment Bank

March 31, 2004		Merged with Woori Credit Card after its spin-off

September 7, 2004		Selected as 2004 Top Bank of Korea by British magazine “The Bankers”

November 4, 2005		Opened the first comprehensive financial office in the financial sector, “Woori Finance Plaza”

May 19, 2006		Established Korea BTL Infrastructure Fund

December 01, 2006		Officially launched Woori Global Markets Asia Limited

November 12, 2007		Established a local legal entity in China, Woori Bank China Ltd.

January 9, 2008		Established a local legal entity in Russia, ZAO Woori Bank

December 16, 2008		Issued 70,000,000 convertible preferred shares (par value KRW 5,000, issue price KRW 10,000)

April 1, 2009		Issued 60,000,000 common shares for increase in capital

April 1, 2009		Selected as “Outstanding Company in Gender Equal Employment” sponsored by the Ministry of Labor

December 15, 2009		Awarded Asian Financial Culture Grand Prize “Top Prize in Community Activities”



March 21, 2010		Woori Bank China Ltd. acquired qualification as a “settlement bank for Renminbi currency in international trade”

April 18, 2011		Woori Smile Microcredit executed an MOU to jointly support microcredit with the Ministry of Land, Transport and Maritime Affairs

August 24, 2011		Internet banking reached 10 million customers

April 25, 2012		Awarded “2012 Top Bank of Korea” by the Asian Banker for two consecutive years

August 30, 2012		Awarded 2012 Asia PB Top Award by Asia Economic Daily

September 25, 2012		Woori Brazil Bank began business

October 11, 2012		Selected as “Top Financial Institution for Anti-Money Laundering”

November 7, 2012		Awarded Grand Prize for the First Awards for Protection of Financial Consumers in 2012 by the Korea Economic Daily

November 29, 2012		Awarded Presidential Award sponsored by the Financial Supervisory Commission for “Anti-Money Laundering”

December 6, 2012		Awarded “2012 Grand Prize for Small Loan Financing”

December 13, 2012		Awarded Grand Prize for “2012 Aju Economy and Finance Award”

January 17, 2013		Awarded Grand Prize for Top Customer Service

March 27, 2013		Awarded Grand Prize for Woori Bank “Two Chairs” PB services for four consecutive years

April 1, 2013		Spun off its credit card business

June 14, 2013		Inaugurated the 48th President of the Bank, concurrently holding the position of the 6th President of Woori Finance Holdings

June 27, 2013		Number 1 in Korean Standard-Service Quality Index (KS-SQI) for three consecutive years

October 4, 2013		Selected by National Pension Fund as “Top Foreign Exchange Bank”

December 19, 2013		Awarded “Grand Prize for Small Loan Finance” sponsored by the FSS



January 3, 2014		Awarded final approval to acquire Indonesia’s Saudara Bank 115th anniversary of the establishment of the Bank

January 9, 2014		Awarded “2014 Grand Award for Customer Service”

February 21, 2014		Awarded Grand Prize for “Republic of Korea Top Bank”

March 26, 2014		The Bank re-selected as “the main bank for the City of Seoul”

March 29, 2014		Hansae Basketball team, the professional women’s basketball team, won the “overall championship for 2013-14”

April 1, 2014		Established business agreement with Ministry of Health and Welfare for promotion of philanthropic culture

April 17, 2014		Woori Short Term National/Public Bond Fund reached KRW 100 billion in commitments

April 24, 2014		Became the First domestic bank to issue Basel III subordinated debt in foreign currency (USD 1 billion)

May 21, 2014		Awarded “Korea’s Top Bank in Money Management” by Asian Banker in 2014

May 29, 2014		Executed business agreement with the Patent Office for promotion of IP finance

June 2, 2014		Executed business agreement with Korea Housing Guarantee Co., Ltd. for dealing and managing “Guaranteed Standard PF Loans”

June 26, 2014		The Bank selected by the Ministry of Trade, Industry and Energy as the exclusive bank for “R&D Project Development”

July 28, 2014		The Bank’s board of directors approves the merger between Woori Finance Holdings and Woori Bank (the “Merger”)

September 30, 2014		The KDIC announced the sale of the controlling stake (30%) in Woori Bank

November 1, 2014		Woori Finance Holdings merged with and into the Bank

b.	Affiliated Companies

(1)

Overview of Business Group

Name of business group: Woori Financial Group

(2)

Affiliated companies within the business group

As of September 30, 2014


Type	Name of Company	Controlling Company	Notes
Holding Company	Woori Finance Holdings	Korea Deposit Insurance Corporation	1 company
First Tier Subsidiaries	Woori Bank (equity ownership 100.0%)	Woori Finance Holdings	6 companies
	Woori Card (equity ownership 100.0%)
	Woori Investment Bank (equity ownership 58.15%)
	Woori FIS (equity ownership 100.0%)
	Woori Private Equity (equity ownership 100.0%)
	Woori Finance Research Institute (equity ownership 100.0%)
Second Tier Subsidiaries	Woori Credit Information (equity ownership 100.0%)	Woori Bank	13 companies
	Woori America Bank (equity ownership 100.0%)
	P.T. Bank Woori Indonesia (equity ownership 95.18%)
	Korea BTL Infrastructure Fund (equity ownership 99.85%)
	Woori Global Markets Asia Ltd. (equity ownership 100.0%)
	Woori Bank (China) Limited (equity ownership 100.0%)
	ZAO Woori Bank (equity ownership 100.0% - 1 share)
	Woori Fund Service (equity ownership 100.0%)
	Woori Bank Brasil (equity ownership 100.0% - 1 share)
	Woori Finance Cambodia Plc (equity ownership 100.0%)
	Woori Private Equity Fund (equity ownership 2.94%)	Woori Private Equity
	Woori Blackstone Korea Opportunity Private Equity Fund No.1 (equity ownership 4.95%)
	Woori Columbus Private Equity Fund No.1 (equity ownership 1.95%)

*	Woori Finance Holdings and Woori Investment Bank are listed on the KOSPI Market of the Korea Exchange.

2.	Capital Structure


As of September 30, 2014				(unit: shares)


Items	Type
Items	Common Shares		Total
Total number of shares authorized		3,000,000,000		3,000,000,000
Total number of shares issued to date		596,690,380		596,690,380
Number of treasury shares		—		—
Number of outstanding shares		596,690,380		596,690,380

3.	Voting Rights


As of September 30, 2014				(unit: shares)


Items		Number of stock		Notes
Total number of shares issued	Common Shares		596,690,380	—
Total number of shares issued	Preferred Shares		—	—
Number of shares without voting rights	Common Shares		—	—
Number of shares without voting rights	Preferred Shares		—	—
Number of shares for which voting rights are limited by law	—		—	—
Number of shares for which voting rights have been restored	—		—	—
Number of shares for which voting rights may be exercised	Common Shares		596,690,380	—
Number of shares for which voting rights may be exercised	Preferred Shares		—	—

4.	Dividend Information


Items		3Q 2014		2013		2012
Par value per share (Won)			5,000		5,000		5,000
Net profit (Millions of Won)			746,716		394,333		1,342,948
Earnings per share (Won)			1,087		423		1,675
Total cash dividends (Millions of Won)			—		164,000		173,306
Total stock dividends (Millions of Won)			—		—		—
Cash dividend payout ratio (%)			—		41.59		12.90
Cash dividend yield (%)	Common Shares		—		—		—
Cash dividend yield (%)	Preferred Shares		—		—		—
Stock dividend yield (%)	Common Shares		—		—		—
Stock dividend yield (%)	Preferred Shares		—		—		—
Cash dividend per share (Won)	Common Shares		—		275		169
Cash dividend per share (Won)	Preferred Shares		—		—		800
Stock dividend per share (Won)	Common Shares		—		—		—
Stock dividend per share (Won)	Preferred Shares		—		—		—

*	Based on K-IFRS separate financial statements

II.

Business Overview

1.	Results of Operations

(As of September 30, 2014)

(unit: in 100 millions of Won)


Type	3Q 2014		3Q 2013		2013		2012
Operating income		9,907		4,492		4,644		16,990
Non-operating income		1,584		1,319		1,698		1,861
Non-operating expenses		1,481		877		1,164		1,097
Ordinary profits		10,011		4,935		5,178		17,753
Income from continuing operations before income tax		10,011		4,935		5,178		17,753
Income tax expense from continuing operations		2,544		1,054		810		3,267
Income from discontinued operations		—		295		295		—
Net income		7,467		4,176		4,663		14,486

*	Based on K-IFRS consolidated financial statements

2.	Business Performance by Operation

a.	Deposit Services

(As of September 30, 2014)

(unit: in millions of Won)


Type		3Q 2014			2013			2012
Deposits received in local currency	Demand deposits		9,750,434			11,713,480			10,690,028
Deposits received in local currency	Money trusts		1,254,472			1,236,844			898
	Fixed deposits		157,654,732			146,666,672			140,593,204
	Mutual funds		47,715			53,189			64,959
	CDs		803,479			3,297,551			1,144,569
	Other deposits received		—			—			4,458,862
Deposits received in foreign currencies			12,409,936			12,283,882			11,065,036
Present value discount			(7,060	)		(42,309	)		(9,877	)
Total			181,913,708			175,209,309			168,007,679

*	Based on K-IFRS consolidated financial statements

b.	Loan Services

(a)

Balances of Loans by Type

(As of September 30, 2014)

(unit: in millions of Won)


Type	3Q 2014		2013		2012
Loans in local currency		164,768,388		155,917,926		144,616,559
Loans in foreign currencies		15,744,523		14,954,205		14,398,209
Guarantee payments		56,327		54,645		125,841
Total		180,569,238		170,926,776		159,140,609

*	Based on K-IFRS consolidated financial statements

(b)

Loans by Purpose of Funds

(As of September 30, 2014)

(unit: in millions of Won)


Type		3Q 2014		2013		2012
Corporate loans	Working capital loans		50,695,475		50,482,488		50,360,152
	Facilities loans		27,126,556		25,298,881		22,165,385
Household loans			50,063,095		50,802,309		52,793,318
Public and other loans	Working capital loans		4,403,986		3,896,531		1,294,225
	Facilities loans		1,714,251		1,809,958		1,711,721
Mortgage loans			29,570,730		22,341,020		14,863,564
Inter-bank loans			1,138,770		1,227,518		1,362,054
Other loans			55,525		59,221		66,140
Total			164,768,388		155,917,926		144,616,559

*	Balance of loans in local currency based on K-IFRS consolidated financial statements

(c)

Loan-to-deposit ratio

(As of September 30, 2014)

(unit: in 100 millions of Won, %)


Type	September 2014		December 2013		December 2012
Loans in local currency		1,632,543		1,562,184		1,443,268
Deposits received in local currency (excluding CDs)		1,651,563		1,574,741		1,497,056
Ratio		98.85		99.20		96.41

*	Loan-to-deposit ratio = Average monthly balance of loans in local currency / average monthly balance of deposits received in local currency (excluding CDs).

c.	Guarantees

(As of September 30, 2014)

(unit: in millions of Won)


Type	3Q 2014		2013		2012
Confirmed guarantees		8,846,476		9,116,384		9,184,573
Unconfirmed guarantees		6,864,622		7,096,820		8,570,476
Commercial paper purchase commitments and others		2,289,957		1,924,176		1,956,447
Total		18,001,055		18,137,380		19,711,496

*	Based on K-IFRS consolidated financial statements

d.	Securities Investment

(As of September 30, 2014)

(unit: in millions of Won)


Type	3Q 2014		2013		2012
Securities at fair value through profit or loss		2,357,907		2,211,476		5,269,978
Available-for-sale financial assets		16,294,458		16,897,731		14,484,530
Held-to-maturity financial assets		12,272,485		12,038,820		14,341,506
Investments in associates		686,123		546,188		550,332
Total		31,610,973		31,694,215		34,646,346

*	Based on K-IFRS consolidated financial statements

e.	Trust Business

(As of September 30, 2014)

(unit: in millions of Won)


Type	3Q 2014				2013				2012
Type	Trust Funds		Trust Fees		Trust Funds		Trust Fees		Trust Funds		Trust Fees
Money trust		18,995,062		30,133		17,155,494		35,401		14,212,593		39,123
Property trust		10,390,283		553		9,853,775		790		9,931,786		1,091
Total		29,385,345		30,686		27,009,269		36,191		24,144,379		40,214

*	Trust funds indicate average balances.

3.	Funding Sources and Use of Funds

a.	Sources of Funds

[Bank Accounts]

(Unit: in millions of Won, %)


Classification	Funding Source	3Q 2014						2013						2012
Classification	Funding Source	Average Balance		Interest Rate		Proportion		Average Balance		Interest Rate		Proportion		Average Balance		Interest Rate		Proportion
Local currency funds	Deposits received in local currency		156,067,383		2.27		67.08		146,162,283		2.51		65.13		144,457,252		3.05		63.37
	Certificates of deposit		2,387,345		2.76		1.02		2,316,413		2.80		1.03		694,349		3.50		0.31
	Borrowings in local currency		5,554,769		2.36		2.39		4,696,737		2.28		2.09		4,519,907		2.34		1.98
	Call money in local currency		976,279		2.38		0.42		1,207,035		2.56		0.54		1,800,978		3.03		0.79
	Others		15,218,073		3.84		6.54		15,394,073		4.20		6.86		16,872,368		4.80		7.40
	Subtotal		180,203,849		2.42		77.45		169,776,541		2.66		75.65		168,344,854		3.21		73.85
Foreign currency funds	Deposits received in foreign currencies		7,737,364		0.45		3.33		7,280,806		0.49		3.24		7,576,437		0.60		3.32
	Borrowings in foreign currencies		5,994,546		0.54		2.58		7,477,963		0.66		3.33		9,129,113		1.02		4.00
	Call money in foreign currencies		1,150,641		0.58		0.49		449,726		0.77		0.20		428,592		0.66		0.19
	Debentures in foreign currencies		5,524,198		3.55		2.37		5,252,757		4.01		2.34		5,504,170		4.06		2.41
	Others		945,771		1.02		0.41		1,231,130		1.47		0.55		1,568,250		1.59		0.69
	Subtotal		21,352,520		1.31		9.18		21,692,382		1.46		9.66		24,206,562		1.61		10.61
Other	Total capital		18,235,849				7.84		18,391,558				8.20		18,617,443				8.17
	Provisions		610,165				0.26		654,036				0.29		732,391				0.32
	Others		12,251,952				5.27		13,908,781				6.20		16,070,315				7.05
	Subtotal		31,097,966				13.37		32,954,375				14.69		35,420,149				15.54
Total			232,654,335		1.99		100.00		224,423,298		2.15		100.00		227,971,565		2.54		100.00

*	Based on K-IFRS separate financial statements

[Trust Accounts]

(Unit: in millions of Won, %)


Type	Funding Source	3Q 2014						2013						2012
Type	Funding Source	Average Balance		Interest Rate		Share		Average Balance		Interest Rate		Share		Average Balance		Interest Rate		Share
Cost	Money trusts		18,995,062		2.61		64.46		17,155,494		2.83		63.35		14,212,593		3.39		58.73
	Borrowings		—		—		—		—		—		—		—		—		—
	Subtotal		18,995,062		2.61		64.46		17,155,494		2.83		63.35		14,212,593		3.39		58.73
Non-cost	Property trusts		10,390,283				35.26		9,853,775				36.38		9,931,786				41.05
	Special reserves		37,193				0.13		37,167				0.14		37,126				0.15
	Other		45,565				0.15		35,487				0.13		17,167				0.07
	Subtotal		10,473,041				35.54		9,926,429				36.65		9,986,079				41.27
Total			29,468,103				100.00		27,081,923				100.00		24,198,672				100.00

b.	Fund Management Performance

[Bank Accounts]

(Unit: in millions of Won, %)


Type	Managed Item	3Q 2014								2013								2012
Type	Managed Item	Average Balance			Interest Rate		Share			Average Balance			Interest Rate		Share			Average Balance			Interest Rate		Share
Funds in local currency	Deposits in local currency		2,523,213			2.48		1.09			2,913,038			2.59		1.30			1,754,971			3.07		0.77
	Marketable securities in local currency		31,360,725			3.49		13.48			30,285,861			3.17		13.50			32,275,846			4.29		14.16
	Loans in local currency		159,374,289			4.26		68.50			149,019,789			4.62		66.40			142,890,851			5.44		62.68
	Guarantee payments		74,316			2.85		0.03			140,958			3.06		0.06			130,469			1.75		0.05
	Call loans in local currency		1,885,236			2.48		0.81			2,037,985			2.62		0.91			1,578,584			3.16		0.69
	Private placed ponds		506,520			3.84		0.22			595,478			8.00		0.26			998,681			6.68		0.44
	Credit card receivables		8			—		0.00			1,024,468			21.67		0.46			4,308,273			22.67		1.89
	Other		3,962,224			3.62		1.70			3,992,330			3.86		1.78			5,135,070			4.04		2.25
	Bad debt expense in local currency (-)		(3,120,050	)		—		(1.34	)		(3,202,673	)		—		(1.43	)		(3,150,782	)		—		(1.38	)
	Subtotal		196,566,481					84.49			186,807,234			4.50		83.24			185,921,963			5.65		81.55
Funds in foreign currencies	Deposits in foreign currencies		1,931,813			0.52		0.83			1,452,047			0.33		0.65			1,657,779			0.47		0.73
	Marketable securities in foreign currencies		1,073,723			0.83		0.46			972,378			2.85		0.43			950,267			0.48		0.42
	Loans in foreign currencies		11,940,636			1.79		5.13			12,393,208			2.13		5.52			13,585,742			2.64		5.96
	Call loans in foreign currencies		1,416,637			0.99		0.61			1,688,820			0.76		0.75			1,731,720			0.36		0.76
	Bills bought		5,256,921			1.40		2.26			5,054,080			1.66		2.25			5,024,942			2.53		2.20
	Other		17,450			5.89		0.01			39,732			7.55		0.02			72,220			5.29		0.03
	Bad debt expense in foreign currencies (-)		(247,941	)		—		(0.11	)		(300,758	)		—		(0.13	)		(250,115	)		—		(0.11	)
	Subtotal		21,389,239			1.50		9.19			21,299,507			1.86		9.49			22,772,555			2.23		9.99
Other	Cash		1,068,580					0.46			993,256					0.44			859,927					0.38
	Property and equipment for business purposes		2,354,767					1.01			2,367,010					1.06			2,353,694					1.03
	Other		11,275,268					4.85			12,956,291					5.77			16,063,426					7.05
	Subtotal		14,698,615					6.32			16,316,557					7.27			19,277,047					8.46
Total			232,654,335			3.64		100.00			224,423,298			3.92		100.00			227,971,565			4.83		100.00

*	Based on K-IFRS separate financial statements

[Trust Accounts]

(Unit: in millions of Won, %)


Type	Managed Item	3Q 2014								2013								2012
Type	Managed Item	Average Balance			Interest Rate		Share			Average Balance			Interest Rate		Share			Average Balance			Interest Rate		Share
Profit	Loans		25,217			3.63		0.09			43,964			6.77		0.16			51,404			6.64		0.21
	Securities		3,177,527			2.49		10.78			2,813,363			2.11		10.39			3,101,194			2.56		12.82
	Other		16,513,950			2.81		56.04			14,799,716			3.17		54.64			11,560,175			3.80		47.77
	Reserves for bond ratings (-)		(92	)		—		(0.00	)		(122	)		—		(0.00	)		(174	)		—		(0.00	)
	Present value discount (-)		(697	)		—		(0.00	)		(959	)		—		(0.00	)		(1,298	)		—		(0.01	)
	Subtotal		19,715,905			2.76		66.91			17,655,962			3.01		65.19			14,711,301			3.55		60.79
Non-profit	Subtotal		9,752,198					33.09			9,425,961					34.81			9,487,371					39.21
Total			29,468,103					100.00			27,081,923					100.00			24,198,672					100.00

4.	Other Information Necessary for Making Investment Decisions

a.	Selected Ratios

BIS Capital Adequacy Ratios

(unit: in 100 millions of Won)


Type	3Q 2014			2013			2012
Equity capital (A)		213,493			203,829			205,045
Risk weighted assets (B)		1,313,467			1,313,133			1,395,329
Capital adequacy ratio (A/B)		16.25	%		15.52	%		14.70	%

*	3Q 2014 & 2013 based on Basel III standards; 2012 based on Basel II standards

Liquidity Ratios

(unit: %)


Type		3Q 2014		2013		2012
Local currency liquidity ratio			117.66		120.75		126.71
Foreign currency liquidity ratio	Before application of weight of securitization		147.97		133.55		118.42
Foreign currency liquidity ratio	After application of weight of securitization		138.63		125.86		109.25
Ratio of business purpose premises and equipment			14.16		14.73		14.44

*	Based on K-IFRS separate financial statements

b.	Asset Quality

(unit: in 100 millions of Won)


Type		3Q 2014			2013			2012
Total loans	Total		1,884,821			1,791,750			1,726,941
	Corporate		1,119,135			1,083,582			1,025,603
	Household		765,686			708,168			660,207
	Credit card		—			—			41,131
Sub-standard and below loans Sub-standard and below loan ratio	Total		44,484			53,592			28,645
	Total		2.36	%		2.99	%		1.66	%
	Corporate		39,692			49,054			24,264
	Corporate		3.55	%		4.53	%		2.37	%
	Household		4,792			4,538			3,774
	Household		0.63	%		0.64	%		0.57	%
	Credit card		—			—			607
	Credit card		—			—			1.48	%
Delinquency ratio	Based on total loans (after seasonal adjustment)		1.17	%		1.14	%		1.20	%
	Based on total loans (after seasonal adjustment)		(1.06	%)		(1.41	%)		(1.55	%)
	Based on corporate loans (after seasonal adjustment)		1.67	%		1.50	%		1.72	%
	Based on corporate loans (after seasonal adjustment)		(1.50	%)		(1.97	%)		(2.36	%)
	Based on household loans (after seasonal adjustment)		0.72	%		0.90	%		0.70	%
	Based on household loans (after seasonal adjustment)		(0.71	%)		(1.10	%)		(0.83	%)
	Based on credit card receivables (after seasonal adjustment)		—			—			1.97	%
			—			—			(2.27	%)

*	Based on K-IFRS separate financial statements

*	Credit card receivables were transferred to Woori Card due to the spin off of the credit card business segment (spin off date: April 1, 2013).

c.	Recent Developments

On July 28, 2014, the Bank’s board of directors resolved to merge with its holding company, Woori Finance Holdings, to maximize the return of public funds and the possibility of a successful privatization.

The major terms of the Merger are as follows:


Item	Details
Method of Merger	Merger of parent company with and into wholly-owned subsidiary
Merging entities	Woori Bank (surviving entity)
Merging entities	Woori Finance Holdings (non-surviving entity)
New shares issued in Merger	676,278,371 common shares
Schedule of the Merger	Date of general shareholders’ meeting to approve the Merger Agreement	October 10, 2014
	Date of the Merger	November 1, 2014
	Date of registration of Merger	November 3, 2014

III.

Financial Information

1.	Condensed Financial Statements (Consolidated)

Summary Consolidated Statement of Financial Position

(The Bank and its Consolidated Subsidiaries)

(unit: in millions of Won)


Classification	3Q 2014		2013		2012		2011		2010
ASSETS
Cash and cash equivalents		5,368,346		5,472,425		4,593,736		5,390,108		3,885,684
Financial assets at fair value through profit or loss		4,387,817		4,398,132		10,989,236		12,498,726		11,104,050
Available-for-sale financial assets		16,294,458		16,897,731		14,488,547		14,682,791		16,610,090
Held-to-maturity financial assets		12,272,485		12,038,820		14,341,506		15,400,425		15,920,317
Loans and receivables		211,469,805		207,360,680		200,208,325		192,048,328		177,630,875
Investments in joint ventures and associates		686,123		546,188		550,332		376,337		306,229
Investment properties		354,569		333,834		346,182		349,459		366,874
Premises and equipment		2,357,209		2,369,213		2,385,680		2,345,960		2,334,386
Intangible assets and goodwill		67,924		76,016		108,920		147,387		39,366
Other assets		216,935		161,258		178,592		225,532		207,467
Current tax assets		2,795		136,713		2,354		3,082		2,833
Deferred tax assets		128,556		61,764		82,580		8,927		8,283
Derivative assets		163,574		131,410		269,414		326,413		133,224
Disposal group held for sale		3,225		587		1,239		2,258		5,185
Total assets		253,773,821		249,984,771		248,546,643		243,805,733		228,554,863
LIABILITIES
Financial liabilities at fair value through profit or loss		2,445,941		2,631,037		3,468,696		3,509,566		4,729,575
Deposits due to customers		181,913,708		175,209,309		169,216,255		165,453,124		157,314,309
Borrowings		15,977,485		17,264,362		17,446,930		19,175,674		18,982,971
Debentures		16,704,324		16,088,973		17,841,978		19,811,813		20,192,427
Provisions		468,041		618,225		579,441		585,384		496,713
Net defined benefit liability		88,653		39,370		65,937		22,227		23,116
Current tax liabilities		239,352		8,889		136,517		206,366		109,283
Other financial liabilities		17,269,642		19,401,628		20,771,744		16,281,271		8,799,937
Other liabilities		317,792		322,932		383,678		444,551		277,757
Deferred tax liabilities		1,468		45,274		16,699		135,441		107,425
Derivative liabilities		2,198		4,441		23,827		25,582		34,419
Total liabilities		235,428,604		231,634,440		229,951,702		225,650,999		211,067,932
EQUITY
Owners’ equity:		18,337,222		18,343,598		18,587,330		18,146,792		17,479,847
Capital stock		2,983,452		2,983,452		3,829,783		3,829,783		3,829,783
Hybrid securities		1,880,798		2,380,797		1,681,807		1,681,807		2,181,806
Capital surplus		734,711		734,671		812,016		812,016		811,421
Other equity		14,443		5,483		68,570		524,202		938,260
Retained earnings		12,723,818		12,239,195		12,195,154		11,298,984		9,718,577
Non-controlling interests		7,995		6,733		7,611		7,942		7,084
Total equity		18,345,217		18,350,331		18,594,941		18,154,734		17,486,931
Total liabilities and equity		253,773,821		249,984,771		248,546,643		243,805,733		228,554,863
Number of Consolidated Subsidiaries		76		65		64		51		58

Summary Consolidated Statement of Comprehensive Income

(The Bank and its Consolidated Subsidiaries)

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


Classification	3Q 2014			3Q 2013			2013			2012			2011			2010
OPERATING INCOME:		990,691			449,241			464,432			1,451,452			2,593,188			1,551,321
Net interest income		3,215,884			3,301,831			4,419,877			4,774,419			5,728,211			5,029,773
Net fee and commission income		619,248			613,045			813,165			837,119			507,991			493,793
Dividend income		81,447			63,495			79,904			91,513			123,150			119,095
Gain on financial instruments at fair value through profit or loss		96,359			150,154			122,179			(360,939	)		106,682			15,213
Gain on available-for-sale financial assets		360			(2,570	)		(80,165	)		548,674			1,016,746			978,546
Impairment losses for loans, other receivables, guarantees and unused commitments		(546,865	)		(1,576,416	)		(2,079,608	)		(1,649,251	)		(1,816,603	)		(2,496,083	)
General and administrative expenses		(2,016,066	)		(1,950,421	)		(2,679,026	)		(2,590,787	)		(2,549,360	)		(1,997,040	)
Net other operating income (expenses)		(459,676	)		(149,877	)		(131,894	)		(199,296	)		(523,629	)		(591,976	)
Non-operating income		10,364			44,232			53,396			53,122			65,983			(14,468	)
Net income before income tax expense from continuing operations		1,001,055			493,473			517,828			1,504,574			2,659,171			1,536,853
Income tax expense from continuing operations		254,399			105,363			81,030			26,713			589,800			274,749
Profit from continuing operations		746,656			388,110			436,798			1,243,861			2,069,371			1,262,104
Profit from discontinued operations		—			29,476			29,476			253,056			—			—
Net income		746,656			417,586			466,274			1,496,917			2,069,371			1,262,104
Net income attributable to owners		746,345			416,643			465,266			1,496,246			2,068,544			1,261,283
Profit from continuing operations		746,345			387,167			435,790			1,243,190			—			—
Profit from discontinued operations		—			29,476			29,476			253,056			—			—
Net income attributable to the non-controlling interests		311			943			1,008			671			827			821
Profit from continuing operations		311			943			1,008			671			—			—
Profit from discontinued operations		—			—			—			—			—			—
Other comprehensive income (loss), net of tax		9,039			(72,547	)		(64,973	)		(456,636	)		(399,838	)		(253,874	)
Items that will not be reclassified to profit or loss		(51,684	)		10,104			6,877			(48,826	)		—			—
Items that may be reclassified to profit or loss		60,723			(82,651	)		(71,850	)		(407,810	)		(399,838	)		(253,874	)
Total comprehensive income		755,695			345,039			401,301			1,040,281			1,669,533			1,008,230
Comprehensive income attribute to the owner		755,408			345,434			402,180			1,040,613			1,668,675			1,007,276
Comprehensive income attribute to the non-controlling interests		287			(395	)		(879	)		(332	)		858			954
NET INCOME PER SHARE:
Continuing and discontinued operations
Basic earnings per common share		1,086			513			539			1,895			2,687			1,508
Diluted earnings per common share		1,086			484			516			1,795			2,514			1,443
Continuing operations
Basic earnings per common share		1,086			465			490			1,532
Diluted earnings per common share		1,086			439			470			1,465

2.	Condensed Financial Statements (Separate)

Summary Statement of Financial Position


(The Bank)		(unit: in millions of Won)


Classification	3Q 2014		2013		2012		2011		2010
ASSETS
Cash and cash equivalents		4,519,908		4,694,201		4,135,353		5,339,419		3,629,594
Financial assets at fair value through profit or loss		3,204,364		3,353,936		9,920,630		11,369,904		11,190,524
Available-for-sale financial assets		15,842,347		16,499,175		14,003,535		14,166,153		15,997,072
Held-to-maturity financial assets		12,235,458		12,016,870		14,306,766		15,299,225		15,778,544
Loans and receivables		205,083,152		201,836,689		195,075,985		186,797,530		173,269,536
Investments in associates		2,256,088		2,109,453		1,938,813		1,686,365		1,529,656
Investment properties		354,431		333,693		340,825		344,325		347,748
Premises and equipment, net		2,341,519		2,353,831		2,368,086		2,326,923		2,314,609
Intangible assets, net		55,775		69,994		102,119		140,816		33,602
Other assets		209,134		151,636		163,388		192,207		191,410
Current tax assets		927		134,691		—		—		—
Deferred tax assets		68,102		—		43,599
Derivative assets		163,574		131,410		267,470		326,414		132,268
Assets held for sale		3,225		587		1,239		2,258		5,185
Total assets		246,338,004		243,686,166		242,667,808		237,991,539		224,419,748
LIABILITIES
Financial liabilities at fair value through profit or loss		2,441,446		2,630,421		3,468,445		3,501,355		4,729,321
Deposits due to customers		176,246,282		169,870,194		164,468,304		160,539,081		154,502,870
Borrowings		14,984,238		16,711,669		16,807,711		18,502,414		17,887,630
Debentures		16,652,723		16,035,967		17,778,172		19,711,307		20,091,821
Provisions		486,603		641,459		605,152		606,484		500,891
Retirement benefit obligations		85,636		36,577		63,124		19,711		20,908
Current tax liabilities		235,108		8,552		135,953		205,807		108,573
Other financial liabilities		16,665,671		19,162,494		20,464,031		16,229,074		8,620,792
Other liabilities		301,545		297,895		367,370		420,914		263,011
Deferred tax liabilities		—		35,108		—		124,199		125,997
Derivative liabilities		2,198		1,785		15,498		12,885		23,725
Total liabilities		228,101,450		225,432,121		224,173,760		219,873,231		206,875,539
EQUITY
Owner’s equity:
Capital stock		2,983,452		2,983,452		3,829,783		3,829,783		3,829,783
Hybrid securities		1,880,798		2,380,797		1,681,807		1,681,807		2,181,806
Capital surplus		732,538		732,538		809,883		811,551		811,598
Other equity		141,324		143,825		132,250		548,719		927,156
Retained earnings		12,498,442		12,013,433		12,040,325		11,246,448		9,793,866
Total equity		18,236,554		18,254,045		18,494,048		18,118,308		17,544,209
Total liabilities and equity		246,338,004		243,686,166		242,667,808		237,991,539		224,419,748

Summary Statement of Comprehensive Income


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


Classification	3Q 2014			3Q 2013			2013			2012			2011			2010
OPERATING INCOME:		957,971			361,401			344,923			1,362,258			2,501,333			1,511,013
Net operating income		3,060,134			3,136,844			4,190,476			4,536,897			5,543,030			4,871,282
Net fee and commission income		600,142			596,880			789,881			831,120			485,163			465,444
Dividend income		128,045			69,150			83,202			144,868			112,218			84,837
Gain on financial instruments at fair value through profit or loss		86,633			172,588			148,476			(355,341	)		108,102			23,595
Gain on available-for-sale financial assets		(16,723	)		(8,313	)		(61,525	)		558,441			1,038,765			908,733
Impairment losses for loans, other receivables, guarantees and unused commitments		(513,078	)		(1,570,649	)		(2,084,365	)		(1,677,031	)		(1,800,251	)		(2,340,997	)
General and administrative expenses		(1,923,619	)		(1,855,367	)		(2,551,622	)		(2,466,300	)		(2,444,230	)		(2,163,438	)
Net other operating income (expenses)		(463,563	)		(179,732	)		(169,600	)		(210,396	)		(541,464	)		(338,443	)
Non-operating income		27,866			80,162			93,627			31,051			10,461			29,801
Net income before income tax expense		985,837			441,563			438,550			1,393,309			2,511,794			1,540,814
Income tax expense		239,121			89,448			73,693			254,591			542,359			280,951
Profit from continuing operations		746,716			352,115			364,857			1,138,718			1,969,435			1,259,863
Profit from discontinued operations		—			29,476			29,476			253,056			—			—
Net income		746,716			381,591			394,333			1,391,774			1,969,435			1,259,863
Other comprehensive income (loss), net of tax		(2,501	)		(26,821	)		11,575			(416,469	)		(365,016	)		(221,845	)
Items that are not reclassified as profit or loss		(51,568	)		10,104			6,671			(48,826	)		—			—
Items that are reclassified as profit or loss		49,067			(36,925	)		4,904			(367,643	)		(365,016	)		(221,845	)
Total comprehensive income		744,215			354,770			405,908			975,305			1,604,419			1,038,018
NET INCOME PER SHARE:
Continuing and discontinued operations
Basic earnings per common share		1,087			456			423			1,745			2,544			1,506
Diluted earnings per common share		1,087			431			405			1,659			2,385			1,442
Continuing operations
Basic earnings per common share		1,087			408			374			1,382
Diluted earnings per common share		1,087			386			358			1,329

IV.

Independent Auditor’s Opinion

1.	Independent Auditor’s Opinion


	2014 3Q	2013	2012
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 had come to their attention that caused them to believe that the accompanying consolidated and separate financial statements of the Bank are not presented fairly in all material respects, in accordance with Korean IFRS.

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

a.	Audit Services

(units: in millions of Won, hours)


Term	Auditor	Description	Fee	Total Time
3Q 2014	Deloitte Anjin LLC	Closing audit	KRW 1,280 million	—
		Interim audit (including internal accounting management system)		—
		3Q review		3,450 hours
		1H review		3,256 hours
		1Q review		3,143 hours
2013	Deloitte Anjin LLC	Closing audit	KRW 1,280 million	6,446 hours
		Interim audit (including internal accounting management system)		4,087 hours
		3Q review		3,397 hours
		1H review		3,066 hours
		1Q review		3,066 hours
2012	Deloitte Anjin LLC	Closing audit	KRW 1,300 million	5,582 hours
		Interim audit (including internal accounting management system)		2,984 hours
		3Q review		3,424 hours
		1H review		3,344 hours
		1Q review		3,096 hours

b.	Non-Audit Services


Term	Date of Execution of Agreement	Description of Service	Service Term	Fees
3Q 2014	9.30.2014	Review of Japanese F/S related to Samurai bonds	9.2014	KRW 28 million
	4.30.2014	Tax adjustment	Each quarter and end of term	KRW 105 million
	4.17.2014	Issuance of GMTN-related comfort letter	4~5.2014	USD 110,000
2013	8.30.2013	GMTN update and issuance	9.2013	KRW 146 million
	8.30.2013	Samurai bond update	9.2013	KRW 28 million
	3.31.2013	Tax adjustment	Each quarter and end of term	KRW 110 million
	1.30.2013	Samurai bond-related comfort letter	1.2013	KRW 128 million
2012	9.30.2012	Review of Japanese F/S for 1H 2012 related to Samurai bonds	3Q 2012	KRW 14 million
	5.30.2012	Issuance of Samurai bond-related comfort letter and review of financial documents	2Q 2012	KRW 153 million
	3.31.2012	Tax adjustment	Each quarter and end of term	KRW 105 million
	1.9.2012	Samurai bond-related comfort letter	1~2.2012	KRW 108 million

V.	Corporate Governance and Affiliated Companies

1.	About the Board of Directors

Composition of the Board of Directors

The board of directors consists of standing directors, outside directors and non-standing directors.

Committees under the Board of Directors

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

(a)

Board of Director Management Committee

(b)

Risk Management Committee

(c)

Compensation Committee

(d)

Committee for Recommending Audit Committee Member Candidates

(e)

Audit Committee

(March 20, 2014 ~ September 30, 2014)


Name of Committee	Composition	Names of Members

Board of directors management committee	One standing director, four outside directors	Soon-Woo Lee (standing director) Sang-Keun Oh (outside director) Seong-Yeol Lim (outside director) Kang-Shik Choi (outside director) Min Chang (outside director)

Risk management committee	One standing director, three outside directors	Dong-Gun Lee (standing director) Sang-Keun Oh (outside director) Kang-Shik Choi (outside director) Min Chang (outside director)

Compensation committee	Four outside directors	Sang-Keun Oh (outside director) Kang-Shik Choi (outside director) Seong-Yeol Lim (outside director) Min Chang (outside director)

Committee for recommending audit committee member candidates	Four outside directors	Sang-Keun Oh (outside director) Kang-Shik Choi (outside director) Seong-Yeol Lim (outside director) Min Chang (outside director)

Audit Committee	One standing director, three outside directors	Kang-Shik Choi (outside director) Seong-Yeol Lim (outside director) Min Chang (outside director) Yong Woo Kim (standing director)

2.	Affiliated Companies (as of September 30, 2014)

LOGO

VI.

Shareholder Information

1.	Share Distribution

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


As of September 30, 2014		(units: shares, %)


Name	Relation	Type	Shares Held												Reasons Behind Change
			Beginning balance				(+)		(-)		Ending balance
			Stock		Share						Stock		Share
Woori Finance Holdings	Largest S/H	Common		596,690,380		100.0		—		—		596,690,380		100.0
	Total	Common		596,690,380		100.0		—		—		596,690,380		100.0
		Others		—		—		—		—		—		—
		Total		596,690,380		100.0		—		—		596,690,380		100.0

b.	Share Ownership of More Than 5%


As of September 30, 2014		(units: shares, %)

No.

Name

Shares

Notes

No. of shares

Percentage of
shareholding

Woori Finance Holdings

596,690,380

100.0

VII.

Directors and Employee Information

1.	Directors

As of September 30, 2014


Position		Name	Common Stock Owned	Expiration of Term
President	Registered	Soon-Woo Lee	—	December 30, 2014
Deputy President	Registered	Dong Gun Lee	—	December 30, 2014
Standing Member of Audit Committee	Registered	Yong Woo Kim	—	December 30, 2014
Outside Director	Registered	Sang-Geun Oh	—	Note 1)
Outside Director	Registered	Kang-Shik Choi	—	Note 1)
Outside Director	Registered	Seong-Yeal Lim	—	June 5, 2015
Outside Director	Registered	Min Chang	—	Note 1)
Executive Vice President	Non-Registered	Kwang Goo Lee	—	December 8, 2014
Executive Vice President	Non-Registered	Tae-Yong Park	—	December 8, 2014
Executive Vice President	Non-Registered	Ki-Hyung Kwon	—	December 9, 2014
Executive Vice President	Non-Registered	Yong-Kwon Lee	—	December 8, 2014
Executive Vice President	Non-Registered	Ku-Hyun Yu	—	December 9, 2014
Executive Vice President	Non-Registered	Ki-Myoung Nam	—	December 9, 2014
Executive Vice President	Non-Registered	Ki-Hwa Jung	—	December 9, 2014
Executive Vice President	Non-Registered	Won-Jai Jeong	—	June 13, 2015
Executive Vice President	Non-Registered	Ki-Seok Park	—	December 8, 2015
Executive Vice President	Non-Registered	Woo Seok Chai	—	September 3, 2015

Note 1) End of Term: Date of the 2015 ordinary general meeting of shareholders

2.	Employee Status


As of September 30, 2014		(units: persons, millions of Won)

Staff

Average
Tenure
Years

Cumulative
Compensation

Average
Compensation
Per Person

Note

Regular

Contract

Others

Total

14,939

397

—

15,336

16.0

921,394

*	Average years of continuous service excludes contract employees and locally hired employees overseas.

*	Excludes management salaries (marketing division head or higher) and overseas salaries.

3.	Directors’ Compensation


As of September 30, 2014		(units: persons, millions of Won)


Items	Number of Persons		Total Compensation		Average Compensation Per Director		Note
Registered Directors		3		618		206
Outside Directors		4		57		14
Audit Committee Members		5		429		86

*	While the position is concurrently held with the position of Woori Finance Holdings’ president, salary of the Bank’s president is not paid.

*	Outside directors that concurrently hold outside director positions at Woori Finance Holdings are not paid base salary.

*	Includes number of outside directors and audit committee members that resigned in 2014 (as of September 30, 2014, there are two registered directors, one outside director and four members of the Audit Committee/auditors)

VIII.

Related Party Transactions

Extensions of Credit to Major Shareholders, Etc.


* As of September 30, 2014		(unit: in millions of Won, %)


Name	Item	Current Balance		Origination Date		Maturity Date		Lending Rate
Woori P&S	Loans		17,000		2011.03.07		2021.03.08		4.24
Woori P&S	Loans		3,000		2014.06.13		2015.06.15		3.98
Woori Investment Bank	Loans		50,000		2014.07.03		2015.06.30		1.50
Woori Card	Loans		500,000		2014.03.04		2015.03.03		0.75
Total			570,000

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 Bank
	(Registrant)

Date: November 14, 2014	By:	/s/ Seung-Gyu Kim
		(Signature)
		Name: Seung-Gyu Kim
		Title: Executive Vice President