Woori Financial Group Inc.
Annual Report 2013

Plain-text annual report

Woori Bank 2013 annual report Leading beyond 115 years Work as One, Smile for All Contents Work as one Woori Bank's 115th Anniversary Message from the CEO Woori Financial Group’s Holding Structure Financial Highlights Board of Directors & Management Corporate Governance News Highlights Woori Bank’s Awards 2013 smile for All Risk Management Ethical Management Consumer Protection -Cham(responsible) Finance Smart Banking Corporate Banking SME Banking Institutional Banking Investment Banking Consumer Banking Real Estate Finance 002 022 026 027 028 030 032 034 042 044 046  050 052 054 056 058 062 064 066 068 072 074 076 080 083 084 087 092 095 212 213 216 Pension & Trust Business Wealth Management(WM) Global Business International Trade Business Financial Market Business Social Contribution Activities Woori Smile Microcredit Employee Satisfaction Financial Review Management’s Discussion and Analysis Woori Finance Holdings Co., Ltd. and Subsidiaries Consolidated Statements of Financial Position Independent Auditors’ Report Investor Information Organization Global Network With 115 years of history and tradition, Woori Bank is working together to become a leader as ‘a safe bank’ by accelerating asset clean-up based on thorough risk management & promoting soundness originated by the compliance-driven mindset of employees, ‘a vibrant bank’ by giving fast, convenient, and up-to-date customer oriented services, ‘a unifying bank’ by joining employees forces with leadership & integrity for customer satisfaction, ‘a pioneering bank’ by providing customized global banking services beyond boundaries, and ‘a sharing bank’ by promoting ‘warm-heartedness in the society’ for everlasting sustainability. Woori Bank has shared every moment with our customers for 115 years. Despite numerous difficulties and challenges, Woori Bank stood firm and secure for over a century. Because customers have always been supporting us, recognizing the genuine value of our bank, running and sharing every moment together, Woori Bank will always be with you side-by-side serving you for the next 100 years. Woori Bankhas been with our customersfor 115 years199719601956194519101899 sInCe 1899 “115 years have passed, generating values every year and overcoming daily challenges.” Starting from “Daehan Cheonil Bank”(meaning ‘number one bank under the sky’) to Woori Bank(meaning ‘our bank’) as of now, our bank has been the leading bank in the Korean banking sector for over 115 years, contributing to the development of Korean history and finance. Woori Bank will continue to take the lead in developing Korea’s wealth and economy for the next centuries to come. 20132012200320011999 “Daehan Cheonil Bank” is founded as Korea’s first bank in the modern era. (The Commercial Bank of Korea) Establishment of Korea’s first bank head office, “Gwangtong-gwan” (Currently Jongno Branch) Daehan Cheonil Bank renamed “Joseon Sangeup Bank” (The Commercial Bank of Korea). k n a B i r o o W f o y r o t s i H Joseon Trust Company and The Commercial & Industrial Bank of Korea merged to launch “Korea Industrial Bank”(Hanil Bank) Becomes the first bank to be listed on the Korean Stock Exchange Establishment of “Joseon Trust Company“ (Hanil Bank) Joseon Sangeup Bank renamed “The Commercial Bank of Korea” Korea Industrial Bank renamed “Hanil Bank” “Peace Bank of Korea” launched 1899 1909 1910 1911 1919 1932 1945 1950 1954 1956 1960 1988 1992 1993 1997 a e r o K f o y r o t s i H Korea liberated from Japan’s colonial rule The Banking Act enacted, the Korean War(North vs. South) broke out Seoul Olympics held Real-name financial (transaction) system adopted Korea applies to the IMF for a rescue package during the financial crisis Japan colonizes Korea March 1st protests against Japanese colonization spark the “Independence Movement” Korea’s first modern constitution established 1899 1997 The Commercial Bank of Korea and Hanil Bank merged to launch “Hanvit Bank” Peace Bank of Korea(commercial banking segment) merged with Hanvit Bank “Woori Financial Group” launched “Woori Financial Information System” launched Bank’s name and CI changed to Woori Finance Holdings and listed on the Korean Stock Exchange Woori Finance Holdings listed on the New York Stock Exchange (NYSE) “Woori Private Equity” launched Woori Bank’s 47th President & CEO Lee, Soon Woo appointed “Woori Finance Research Institute” launched Woori Smart Branch opened “Woori Card” launched “Woori Investment Bank” launched Woori Bank Brazil opened Woori Financial Group’s 6th Chairman & CEO Lee, Soon Woo appointed and Woori Bank’s 48th President & CEO Lee, Soon Woo reappointed 1950 1954 1956 1960 1988 1992 1993 1997 1999 2001 2002 2003 2005 2011 2012 2013 IMF receivership comes to an end Korea-Japan World Cup held 1999 2013 What does Woori Bank achieve and ‘work as one’ to maximize customers satisfaction? Safety Vitality unity pioneering Sharing Woori Bank ‘work as one’ to breathe every moment with our customers. We prioritize customer centered values and our roles of being the longest running No. 1 bank and a bank acting as a role model in developing the Korean economy. Key phrases to describe Woori Bank are: ‘A Guardian that Leads in Safety’, ‘A Tech-Savvy Player that Leads in Vitality’, ‘A Woori Family Creator through Unity of Hearts’, ‘A Global Explorer that Leads in Pioneering’, and ‘A Promoter of Cham(responsible) Finance guided by Sharing and Love’. Each and every employee at Woori Bank will always be beside our valuable customers, supporting, running, laughing, sharing each and every moment together. 009 2013 ANNUAL REPORTWork as OneWork as One 010 woori bankWhat does Woori Bank achieve and ‘work as one’ to maximize customers satisfaction?Woori Bank ‘work as one’ to breath every moment with our customers. We prioritize customer centered values and our roles of being a socially responsible bank. Key phrases to describe Woori Bank are: ‘A Mother like Guardian that Leads in Safety’, ‘A Tech-Savvy Player that Leads in Vitality’, ‘A Woori Family Creator through Unity of Hearts’, ‘A Global Explorer that Leads in Pioneering’, and ‘A Promoter of Cham(responsible) Finance guided by Sharing and Love’. Each and every employee at Woori Bank will always be beside our valuable customers, supporting, running, laughing, sharing each and every moment together. Safety Vitality unity pioneering Sharing 011 2013 ANNUAL REPORTWork as One A Guardian that Leads in Safety 012 woori bank Woori Bank’s asset management service safely guards and reinforces the growth of customer assets like the sensitivity of a mother who carefully looks after her newborn baby. Our bank’s long journey of protecting or cleaning-up assets through advanced risk management has continued for centuries to serve as a nest in nurturing our customers’ assets like the comfort of one’s home. An ethical mindset has been embodied among all employees as they trust one another to make our bank a W o r k a s o n e sustainable and sound bank. 013 2013 ANNUAL REPORT A Tech-Savvy Player that Leads in Vitality 014 woori bank W o r k a s o n e Woori Bank provides fast, easy, and convenient smart banking services, passionately bracing for and readying ourselves to vibrantly greet our customers at anytime and from anywhere. Woori Bank approaches our customers right on the spot to build stronger rapport and friendship compared to our peers. Above all, well acknowledging that customer accessibility maximization is the key to strengthening our new growth engine, Woori Bank serves exceptional smart banking services of speed and convenience for everyone. 015 2013 ANNUAL REPORT A Creator of Woori Family through Unity of Hearts 016 woori bank Believing that no barriers are insurmountable despite hardships in life, Woori Bank has all level of managers at the forefront with unyielding leadership, colleagues that support them wholeheartedly, and all employees who are ready to unite into one heart and soul. We genuinely have a corporate culture that prioritize the leaders’ commitment towards number one customer satisfaction and colleagues’ collective spirits in overcoming any obstacles to sustain growth. Woori W o r k a s o n e Bank where everyone is united is home to a bigger and wider path forward. 017 2013 ANNUAL REPORT A Global Explorer that Leads in Pioneering 018 woori bank W o r k a s o n e A Global Explorer that Leads in Pioneering Woori Bank challenges prejudice and thinks outside the common boundaries, opening up a new door of opportunities beyond any boundaries. This stance will be reaffirmed by pioneering in the global banking sector, and leading to a more creative path in strengthening global finance. Cherishing the 115 year history in being the 1st bank founded within Korea and steadily strengthening international presence, our bank will continue to be a leading bank worldwide with the ability to seek for a new world of convergence, adapting to the dynamic changes and improving the shortcomings of the current banking legacy. 019 2013 ANNUAL REPORT A Promoter of Cham(responsible) Finance guided by Sharing and Love 020 woori bank A Promoter of Cham(responsible) Finance guided by Sharing and Love Believing that a genuine heart communicates itself to the core, and prioritizing social roles & values of finance over other objectives, Woori Bank continues to lead the social norm in sincerely understanding and sharing with our community. To make the world a place of warmheartedness, our bank opened ‘Consumer Protection Center’ for the 1st time in Korea and encouraged our bank to be reborn as a more socially responsible bank. All employees consider ‘Cham(responsible) W o r k a s o n e Finance’ as a basic principle in daily operations to better deliver the bank-wide customer oriented products and services. 021 2013 ANNUAL REPORT Message from the Ceo Woori Bank will be fully united and bring the organizational capacities to the fore to turn around such uncertainties and crises for the better, thus making a great leap forward. 022 woori bank Distinguished customers, I would like to extend my sincere appreciation to all our customers for giving Woori Bank your trust and commitment for over 115 years. 2013 was a challenging period as the national economy of Korea entered into an uncertain economic phase of low growth and low profitability. Like all banks in Korea, Woori Bank achieved positive growth in assets but limited growth in profitability. Our bank’s total assets continued a comfortably high level of growth to KRW 265 trillion, an increase of approximately KRW 4 trillion. However, due to the continued drop of Net Interest Margin (NIM) caused by the Bank of Korea’s benchmark interest rate going down, and setting aside higher credit costs under the restructuring of large enterprises, our bank’s net income stood at a mere KRW 465 billion. As a consequence, the BIS ratio as an indicator for capital adequacy was at a favorable level of 15.52%, but profitability and financial soundness indicators plummeted year-on-year with 0.22% for ROA, 2.93% for ROE and 2.99% for NPL. In the coming years, we will strengthen our risk management system to ensure that our bank’s soundness improves to one of the highest levels among domestic banks, we will also improve our business model and cost to income structure to enhance profitability, and finally, we will accelerate in improving our asset quality by promptly concluding the ongoing clean-up of the balance sheet. Distinguished customers, The financial environment in 2014 is not likely to turn around anytime soon. Despite the gradual recovery in the pipeline at home and abroad, the NIM is not expected to improve dramatically. The financial environment is not exactly rosy, especially due to delays in the turnaround of failing companies and higher financial burdens originated from household debts. However, Woori Bank being the longest running Korean bank of experiencing all the highs and lows of Korea’s remarkable development for over 115 years, and furthermore, having 16,000 dedicated employees working fully united to bring our organizational capacities to the forefront, our bank will turn around such future uncertainties and crises into new opportunities, and thereby take a great leap forward for another 100 years. While continuously maintaining substantial growth driven by high- networth assets, and generating balanced growth in all business portfolios, a stable profit base will be secured with an adequate NIM and higher non-interest income generated from various types of commissions & fees. 023 2013 ANNUAL REPORTWork as One We will push ourselves harder in securing future growth engines for sustainable growth by discovering new projects in promising areas and continuously expanding our global networks in better serving our customers worldwide. Asset soundness will be dramatically boosted by operating an optimal risk management system that prevent our bank from acquiring to-be- problematic non-performing assets, and efforts will be accelerated to normalize corporate restructuring assets and loan workouts. Woori Bank will strengthen our support in providing microcredit in conjunction with the Miso(Smile) Credit Financial Foundation and moreover, we will contribute to stabilizing the livelihood of our citizens by fulfilling our role as a general treasury bank in managing the National Housing Fund. Woori Bank will continue to actively engage in achieving sustainable growth by involving in a more in -depth and greater variety of social contribution activities. Having inherited our 115-year history on the basis of our customers’ love and support, Woori Bank will stand in the forefront of fulfilling our role as the longest running representative bank of Cham(responsible) Finance this year. Our bank will furthermore fully establish ourselves as the iconic bank in Korea, leading the financial sector with the best possible products and services. Woori Bank will strive to achieve a greater level of customer satisfaction and happiness. We will guarantee our utmost commitment by achieving the management goal of becoming ‘Korea’s most reliable bank’ and with the vision of becoming ‘Korea’s number one bank.’ I sincerely wish you good health and happiness in the Year of the Horse in 2014. Thank you. lee, Soon Woo President and Chief Executive Officer 024 woori bank 025 2013 ANNUAL REPORTWork as One Woori Financial Group's Holding Structure priV atization oF Woori FinanCial Group in proGreSS As of June 26, 2013, the Korean government, through the Public Fund Oversight Committee (the “PFOC”) have deliber- ated and determined for privatization of Woori Finance Hold- ings (WFH) and its subsidiaries. The PFOC will proceed with the spin off and the sale process through which WFH and its subsidiaries will be split into three groups, Regional Bank unit including Kwangju Bank and Kyongnam Bank, Brokerage unit including Woori Investment & Securities, and Woori Bank unit including Woori Bank and other subsidiaries. Category Subsidiaries Regional Bank unit Kwangju Bank and Kyongnam Bank Brokerage unit Woori Investment & Securities, Woori Financial, Woori F&I, Woori Asset Management, Woori Aviva Life Insurance and Woori FG Savings Bank Woori Bank unit Woori Bank and its subsidiaries In accordance with the PFOC’s plan, the Group announced the sale of shares of the Brokerage unit on August 16, 2013. On December 6, 2013, the Group selected the preferred potential buyers for Woori Financial and Woori F&I of the Bro- kerage unit. In addition, on December 24, 2013, the Group selected the preferred potential buyers for Woori Investment & Securities, Woori Asset Management, Woori Aviva Life Insur- ance and Woori FG Savings Bank. On February 24, 2014, WFH made agreements for the sale of Woori Financial and Woori Asset Management with KB Finan- cial Group and Kiwoom Securities, respectively. On April 7, 2014, WFH made agreements for the sale of Woori F&I with Daishin Securities. In addition, on April 14, 2014, WFH made agreements for the sale of Woori Investment & Securities, Woori Aviva Life Insurance and Woori FG Savings Bank with NongHyup Financial Group. Meanwhile, the board of directors of WFH approved a plan to spin off Kyongnam Bank and Kwangju Bank on August 27, 2013. On January 28, 2014, the extraordinary shareholders’ meeting of WFH approved the spin off and it is scheduled to be effective on May 1, 2014. Woori Finance Holdings Co., Ltd. 100% Woori Bank Woori Bank’S ContriBution to tHe Group’S ConSoliDateD total aSSetS As of end-2013 Others 26.6% Woori Bank 73.4% Woori Card Co. Ltd. Woori Investment Bank Co. Ltd. Woori FIS Co. Ltd. (Woori Finance Information System) Woori Private Equity Co. Ltd. Woori Finance Research Institute Co. Ltd. Kwangju Bank Co. Ltd. Kyongnam Bank Co. Ltd. Woori Investment & Securities Co. Ltd. Woori Aviva Life Insurance Co. Ltd. Woori FG Savings Bank Co. Ltd. Woori Financial Co. Ltd. Woori Asset Management Co. Ltd. Woori F&I Co. Ltd. 100% 41.64% 100% 100% 100% 100% 100% 37.85% 51.58% 100% 52.02% 100% 100% 026 woori bank Financial Highlights Woori Bank net inCoMe (Unit: KRW billion) 465 2,069 1,448 465 total aSSetS (Unit: KRW billion) 249,985 roa (Unit: %) 0.22 249,985 248,547 243,806 0.59 0.49 0.22 2011 2012 2013 2011 2012 2013 2011 2012 2013 * Net Income(Attributable to Shareholder) roe (Unit: %) 2.93 BiS ratio / tier i ratio (Unit: %) SG&a ratio (Unit: %) 15.52/12.68 51.30 7.93 6.89 2.93 Basel Ⅲ 15.52 12.68 Basel Ⅱ 14.70 11.35 13.78 10.74 51.30 45.32 41.07 2011 2012 2013 2011 2012 2013 2011 2012 2013 027 2013 ANNUAL REPORTWork as One Board of Directors & Management CHieF exeCutiVe oFFiCer (Woori FinanCial Group & Woori Bank) Lee, Soon Woo Chairman of WOORI FINANCIAL GROUP President of WOORI BANK • Deputy President / Director • Executive Vice President, Consumer Banking Business Unit, Woori Bank • Executive Vice President, Management Support Unit, Woori Bank • Head, Corporate Financial Division, Hanvit Bank • Business Management Course for CEOs, Korea University • B.A. in Law, Sungkyunkwan University Lee, Dong Gun Deputy President / Director • Executive Vice President , Credit Support Unit, Woori Bank • Executive Vice President, Operation & Support Unit, Woori Bank • Managing Director, Channel Support Division, Woori Bank • Senior Relationship Manager, GangnamJungang Corporate Banking Center , Woori Bank • M.A. in Economics, Yonsei University • B.A. in Business Administration, Yeungnam University Kim, Yong Woo Standing Audit Committee Member / Director • 2nd Deputy Secretary General, The Board of Audit and Inspection of Korea • Deputy Director, The Board of Audit and Inspection of Korea • Passed the 23rd National Administrative Examination • M.A. in Public Administration, Syracuse University • B.A. in Economics, Yonsei University StanDinG DireCtorS (Woori Bank) 028 woori bank outSiDe DireCtorS (Woori FinanCial Group) Park, Young Soo Chairman of the Board • Current) Representative Attorney, Gangnam Law Firm • Current) Chairman of Special Committee to Investigate Local Government Tax Waste, KoreanBar Association • Director of Seoul High Prosecutor’s Office • Director of Central Investigation Department, Supreme Prosecutors’ Office • Ph.D., Dankuk University • B.A. in Liberal Arts and Sciences, Seoul National University Chai , Hee Yul • Current) Professor, Economics, Kyonggi University  • Dean of Academic Affairs, Konggi University  • Non-standing Commissioner, Financial Services Commission  • Deputy Researcher, Korea Institute of Finance  • Ph.D., University Paris 10, France  • M.A. in Economics, Seoul National University  outSiDe DireCtorS (Woori FinanCial Group & Woori Bank) Oh, Sang Keun Chairman of the Board • Current) Professor of Economics, Dong-A University • Executive Director, Korean Economic Association • Ph.D. in Economics, University of Wisconsin-Madison • M.A. in Economics, Seoul National University • B.A. in Economics, Sungkyunkwan University Choi, Kang Shik • Current) Professor of Economics, School of Business, and Dean, School of Undergraduate Studies, Yonsei University • Executive Director, Korean Economic Association • Director, Labor Trends Analysis Team, Korea Labor Institute • Ph.D. in Economics, Yale University • M.A. in Economics, Yonsei University • B.A. in Economics, Yonsei University exeCutiVe ViCe preSiDent (Woori Bank) Lim, Seong Yeal • Current) Executive Director, Dept. of Planning and Coordination, Korea Deposit Insurance Corporation • Executive Director, Dept. of Risk Management, Korea Deposit Insurance Corporation • Director, Dept. of Fund Management, Korea Deposit Insurance Corporation • M.A. in Public Administration, Graduate School of Seoul National University • B.A. in Economics, Seoul National University Chang, Min • Senior Research Fellow / Director, Research Coordination Division, Korea Institute of Finance • Adviser of the Chairman, Financial Services Commission • Senior Manager, Policy Coordination Supervisory Team, Policy Planning & Coordination Department, Bank of Korea • Ph.D. in Economics, Michigan State University • B.A. in Economics, Seoul National University Lee, Kwang Goo Consumer Banking Business Unit Park, Tae Yong Global Business Unit Kwon, Ki Hyung Institutional Banking Business Unit Lee, Yong Guan Small & Medium Corporate Banking Business Unit Yu, Ku Hyun Real Estate Finance Business Unit Nam, Ki Myung Finance & Management Planning Unit Jung, Ki Hwa Human Resources Unit Jeong, Won Jai Corporate Banking Business Unit Park, Ki Suk Risk Management Unit Chae,Woo Seok Credit Support Unit 029 2013 ANNUAL REPORTWork as One Corporate Governance orGanization oF tHe BoarD oF DireCtorS As of the end of March 2014, Woori Bank’s Board of Directors consisted of 7 executive directors: three standing directors and four outside directors, appointed to increase the relevant expertise and independence of the Board. The four outside directors were se- lected based on their experience in the fields of finance, management, law, accounting and public relations; many are also well-known public figures. They support and monitor the Bank’s strategic decision-making and overall business affairs on a regular basis. Major aCtiVitieS For 2013 The Board held 18 meetings in 2013 to discuss a total of 66 pending issues and 59 brief- ings for decision-making and deliberation, and the overall attendance rate of outside directors was 95%. Directors from various fields collected information from the Bank through internal and external activities, and then offered site-oriented advice based on these activities and their expertise. This made a significant contribution to improving management. The directors who were experts in economics and law managed the Board by discussions and feedbacks. In so doing, they promoted effective bank management and maximized shareholder value In 2013, the Board found consensus in the quarterly management records at each meeting, and held general discussions and communication regarding various matters. The agenda of theses various meetings included: reports on the submission of plans for the implementation of the Memorandum of Understanding(MOU) signed with the Financial Supervisory Service(FSS); the results and details of the MOU implementa- tion with Korea Deposit Insurance Corporation(KDIC); plans to issue foreign currency- denominated bonds; comprehensive briefings regarding major loans; briefings on NPLs; a review of the orders implemented by the Board of Directors, as well as a discussion concerning the outcome of the reviews and a rundown of the activities of the various committees under the Board of Directors. At the December meeting, the Board also con- firmed its 2014 draft management plan, following in-depth discussions on several issues facing the Bank amid continuing market changes. Type of Meeting No. of Agenda Issues No. of Briefings Major Issues Holding regular shareholders’ meeting, operating the Board of Directors/ Board of Direc- tors’ Management Committee, discussing corporate governance issues, setting and imple- menting management plans and strategies(launching and realigning divisions) Approving and modifying the settlement of financial statements, reporting and planning financial records, briefing on results and actions for reviewing the MOU, planning for issuing bonds (including foreign currency bonds), and managing credit limits Briefing comprehensively on major loans, investing in private equity funds, selling off NPLs, briefing on the status of NPLs, Appraising the commitments of investment compa- nies to invest, dealing with audit and internal control issues, and managing and support- ing special guarantee contributions of institutions for SMEs Carrying out performance evaluations / compensation, appointing staff, and addressing issues related to labor-management relations Shareholders’ Meeting, BOD and Corporate Governance, etc Accounting/ Financial Management Portfolio & Risk Management/ Investment/ Audit & Inspection/ Gov’t Regulation HR/Organizational Management Others Total 030 28 7 1 5 25 66 14 8 15 9 13 59 woori bank CoMMitteeS unDer tHe BoarD oF DireCtorS To support the efficient operation of the Board of Directors, Woori Bank has established the Board Governance Committee, Board Risk Management Committee, Board Audit Committee, Board Compensation Committee, and Board Audit Committee Member Recommendation Committee The Committee actively supports the Board of Directors by studying/reviewing the overall function & operation of the Board and also by deciding/examining management schemes regarding handover & training issues. The Committee also acts as the Outside Director Candidate Recommendation Commit- tee, pursuant to Article 22-3 of the Bank Act. The Committee decides on risk-related policies and strategies in response to the changes in the finan- cial environment. The Committee meets at least quarterly and on an ad hoc basis to deliberate on risk management strategies and policies, risk tolerance levels and transactions or exposures, and thereby discern, measure and monitor overall risks in a timely manner. The Committee establishes and executes internal audit plans, implements outcome evaluations, and implements ex-post audit measures to improve the already adequate internal control system and effec- tively evaluate management performance measures. The Committee is independent from the Bank’s management, and is in charge of establishing compen- sation policies, and monitoring the design and operation of the Bank’s performance-based compensa- tion systems. Board Governance Committee Board Risk Management Committee Board Audit Committee Board Compensation Committee Board Audit Committee Member Recommendation Committee The Committee recommends candidates for the Audit Committee. planS For 2014 In 2014, the Board will make significant contributions to the Bank’s management by discussing major issues at regular meetings. By end-March 2014, the Board of Directors had already met seven times, with agendas that included such issues as, the approval of financial statements as of year-end 2013. After March, the Board meetings will continue to focus on issues such as the analysis of management performance and the 2015 man- agement plan. Meetings will also be held on an ad hoc basis whenever needed, dealing with issues such as management goals, organization and financing. In 2014, Woori Bank will serve as a reliable partner bank that excels and grows through transparent and efficient management innovation. 031 2013 ANNUAL REPORTWork as One news Highlights (2013.05.01~2014.04.30) Woori Bank Hansae Basketball Team Win the Honor of Triple Crown 20 Million Customer Acquired for the First Time in the Bank’s 115-year History Nothing is impossible for those who try their best. The Hansae Basketball Team which used to be the weakest with the lowest ranking for four seasons straight has gained the title of ‘triple crown.’ The team won in the 2012-13 Women’s Professional Basketball league along with the title of un- disputed champion, after winning the 2013 Asia Women’s Basketball Championship. With the last achievement in particular, the team has reaffirmed its number one posi- tion in Asia’s Women’s Professional Basket- ball beyond Korea. Prior to the season’s opening, the team completely reshuffled its coaching group to make Wi, Sung Woo the new manager (head coach) and Chun, Joo Won and Park, Sung Bae the new assistant coaches. This helped the team turn around and rebuild its prestige as a big name in the women’s professional basketball league. With inten- sive training and the players’ robust com- mitment to shed the notoriety of being at the bottom of the rankings, the Bank team succeeded in achieving the biggest turn- around in the records of women’s profes- sional basketball. Starting with the victory prior to the recent opening at the 2013-14 Women’s Profes- sional Basketball, the team has maintained its exclusive top ranking seven times. By transforming from a losing team to a top winning one, the team’s winning spree will continue. 032 The year 2013 was a challenging year for all. The financial sector, in particular, had to undergo a major downturn amid harsh challenges from home and abroad. Despite the difficulties, however, Woori Bank came to flourish with robustness and confidence all thanks to customers’ unyielding trust and love, and succeeded in ‘acquiring 20 million customers’ last September. Woori Bank’s ‘Aga (Baby) Sarang (Love) Project’ for parents who are focusing on childcare and child raising, the ‘School At- tack’ system for students who study hard, and the ‘Smart Branch’ for IT device-savvy youngsters are some examples of custom- ized services catering to diverse styles and needs of customers. This led to ‘acquiring 20 million customers’ for the first time in the Bank’s 115 year history. Lee, Soon Woo Appointed as 48th Presi- dent & CEO of Woori Bank and 6th Chairman & CEO of Woori Financial Group The inauguration ceremony for Chairman & CEO of Woori Financial Group, and Presi- dent & CEO of Woori Bank, Lee, Soon Woo was held in the presence of about 600 em- ployees from affiliates of the Woori Finan- cial Group on the 4th floor of the main hall of Woori Bank’s head office at Hoehyon- dong. Chairman Lee was awarded the dual titles of the 6th President of Woori Financial Group, and the 48th President and CEO of Woori Bank. During the ceremony, he said, “I feel a heavy responsibility to successfully carry out Woori Financial Group’s privatization and other numerous pending agenda. I will do the utmost for a new breakthrough for the Group’s future and development through successful privatization, a long- sought-after project within, by enhancing the Group’s value.” To this end, he announced three manage- ment keywords of innovation in organi- zations, efficiency in management, and privatization. Accordingly, four strategic directions were proposed as action plans: establishing an advanced governance structure and securing competitiveness in affiliates; intensifying competencies in prof- it making; making privatization successful; and leading the way for ‘creative finance’ and practicing CSR-driven practices. Lastly, he underlined his commitment by saying, “Creative supporting measures for shared growth of SMEs, ordinary citizens and financial institutions and banks will be eagerly sought and promptly initiated. I will ensure that the Group becomes number one financial group that is trusted by the market and customers with its evolving progress and renewed commitment.” Reaffirming the Presence as a Repre- sentative Bank in Small Loan Finance Woori Bank was re-selected as a general treasury bank of the National Housing Fund, and is the only bank that has ad- opted ‘profit-sharing mortgage’ the gov- ernment introduced among commercial banks. As such, the Bank’s prestige as a woori bank representative in Small Loan Finance was reaffirmed. Having been re-selected as a general treasury bank of the National Housing Fund in 2013, following 2008, the Bank could expand its profit base by attracting new customers as the only bank to cover entrepreneur loans. It could also intensify marketing aligned with the Ministry of Land. Woori Bank is to manage funds of the National Housing Fund for the next five years whose total assets are worth KRW 89.1 trillion including savings for subscrip- tion, housing bonds and loans services for housing funds. Moreover, ‘profit-sharing mortgage’ has successfully landed, which was adopted by the government as a pilot project to ease tensions in the housing market and stabilize the markets for house leasing or monthly housing rental market. The program re- quires stringent loan reviews and adequate information to prevent incomplete sales, however, Woori Bank proudly handled it exclusively as the general treasury bank of the National Housing Fund. The Ministry of Land, Infrastructure and Transport decided to implement the program driven by the successful closing of the deal that attracted the designated openings of 5,000 people within 54 minutes from the start of online application. This, once again, proved Woori Bank’s prestige as an iconic Small Loan Fi- nancing Bank. Designated as an ‘Entrusted Bank for Stock Assets’ and a ‘Bank for Foreign Currency Reserves’ for the National Pension Fund Woori Bank paved the way to a higher posi- tion as a global leading bank by being desig- nated as ‘an entrusted bank for stock assets’ and a ‘bank for foreign currency reserves’ for the National Pension Fund, which ranks third in the world in its field. First of all, Woori Bank was designated as an entrusted bank for the National Pension Fund last September. The fund’s asset portfolios mostly cover stocks, bonds and alternative assets, and its stock investments amount to KRW 75 trillion. Having served as an entrusted bank for the fund for its bonds and alterna- tive assets, Woori Bank can now cover all the asset portfolios for the fund, and build up expertise. In October, the Bank was selected as a ‘trea- sury bank for foreign currency reserves’ for the National Pension Fund to exclusively cover its foreign currency transactions for the next three years. It is the first time that the fund designated our bank as its foreign cur- rency reserves bank. As such, our bank will set up an additional foreign currency transaction system, and cover investment transactions for the fund’s overseas business equity, buildings and derivatives for three years up to July 2017. Accordingly, the fund will open up a foreign currency account worth KRW 300 million in the Bank and begin overseas investment and transactions. The fund plans to expand the amounts of overseas stocks, bonds and alter- native investments, so the foreign currency investments are expected to soar to USD 1~2 billion in time. Discovering New Growth Engines by Tapping into Overseas Markets Woori Bank actively taps into overseas mar- kets to overcome the sluggish growth and lower profits in the domestic market. It is a strategy to explore new growth engines and enhance corporate value by advancing abroad. Woori Bank Brazil opened in Janu- ary in 2013, making it the 6th overseas sub- sidiary for pur bank, which now operates our overseas sales network in all BRICs. The Sydney branch made its official opening as Woori Bank acquired an official license for the first time for a Korean bank, in April. Woori Bank opened its branch in Weihai in July for the first time as a foreign bank, which is the Bank’s 16th network in China. A plan is underway to acquire Saudara Bank, a local Indonesian bank to dominate Southeast Asia which enjoys rapid growth. Our bank’s overseas subsidiary in Vietnam will be in place by the end of 2014, which is to be headquartered in Ho Chi Minh. As such, Woori Bank is keenly concentrating our capacities on making the global net- work stronger. Overseas network expansion will continue, especially targeting profitability, growth potentials, strategic needs and market un- derstanding. The proportion of overseas sales revenue will be raised to 15% by the end of next year from the current 5%, to achieve the goal of becoming one of ‘Asia’s Top 10 Banks’ by 2016. 033 2013 ANNUAL REPORTWork as One 115 years of history tells 同心同力 ‘Dong Sim Dong Ryeok (( )’: The four Chinese characters refer to a mindset of unity and solidarity to share virtues with the same heart. It shows Woori Bank’s strong commitment to move forward by gathering our will together against possible challenges and setbacks. Despite the ever-challenging economic environment, once Woori Bank gathers our forces together in the attitude of ‘Dong Sim Dong Ryeok’ among employees we will better serve as a ‘trustworthy bank’ whose values and roles are highly recognized as having no fear against all odds. Undoubtedly, there is no obstacle that we cannot overcome. We have witnessed numerous difficulties for the past 115 years. And yet, customers’ unyielding love continued on to date. Woori Bank will be an empowering bank that leads the national economy and finance, while making progress along with our society. ‘Dong Sim Dong Ryeok’ will encourage us to ‘run and laugh together’, have our genuine values recognized, and create a brighter future for us as ‘Korea’s No.1 bank.’ +82-2-2002-3000, or visit our website at www.wooribank.com 034 woori bank Woori Bank’s Awards 2013 Ranking 1st in the banking sector of the Korean Standard-Service Quality Index (KS-SQI) for 3 consecutive years [Korean Standards Association] Platium Prize of LACP Annual Report Competition [League of American Communications Professionals] Gold Prize of ARC [Annual Report Competion] iTouch Package designated as Most Valuable Product of 2013 THE PROUD 100 Products of Korea [Korea Management Association Consulting (KMAC)] ‘TWO CHAIRS’ - Grand Prize in PB Finance of 2013 Korea Luxury Brand Award [JoongAng Daily] Danggeun (of course) Easy Banking - Grand Prize in Banking Sector of the 2nd Mobile Brand Awards [Maeil Business News- paper, MBN Maeil Broadcasting] Danggeun (of course) Easy Banking - Grand Prize in Power Banking Sector in the 2013 DT Brand Power [Digital Times, Korea Branding Association] Prize in the 2013 Leading Counter- party Bank for Korea [The Asian Banker] Money Today Grand Prize in 2013 “thebell” Risk Manager Awards (Financial Supervisory Service (FSS) Presidential Award) [Money Today, the bell] Special Award in Fund Trader Sector in the 2013 Korea Fund Awards [KG Zeroin] Prize in the Banking Sector of Excellent Fund Trad- ers of the 12th Korea Fund Awards [Maeil Economic Newspaper] Grand Prize in the Finance Sector for six years in the 2013 Customer Delight Award [Korea Economic Daily] Prize in the Banking Sector of Best Fund Traders of the 2013 Korea Fund Awards Lifelong Happiness Wealth Management – Grand Prize in the 2013 Korea Luxury Brand Award [Korea Economic Daily] 2013 Plaque of Commendation for Outstanding Corporate Customers in Securities Agency Service [Korea Securities Depository] 035 2013 ANNUAL REPORT Work as One As our valuable customers, your dreams and plans for the future make us what we are today. Know-how in secure asset management, vibrant services of speed and convenience, unity- driven forces of all employees that overcome any obstacles, creative pioneering solutions on a global basis, and sharing our love by providing Cham(responsible) Finance to our neighbors in need – each of these Woori Bank values crystalize into a pleasurable experience of satisfying each and every one of our customers. It is the world of ‘Woori(meaning ‘us’)’ envisioned by Woori Bank. Smile for All 038 woori bankWhat services are being offered at Woori Bank to give joy to our customers?As our customers, your dreams and plans for the future make us what we are today. Know-how in secure asset management, vibrant site operation, unity-driven driving force, creative pioneering solutions on a global basis and sharing with neighbors – each of these Woori Bank values crystalize into a pleasurable experience for each and every customer.It is the world of ‘Woori’ envisioned by Woori Bank. 039 2013 ANNUAL REPORTSmile for All Banking World of Safety “Hoping to receive safe and reliable banking services in securing my valuable assets” 040 woori bank “Woori Bank is at the forefront of thoroughly managing risks to ensure safe asset management for our customers.” We will secure asset quality by implementing thorough risk management, and provide compliance driven responsible services with strong ethical mindset to protect valuable assets and wealth of our customers while enabling higher retums. Accordingly, Woori A Safe Banking World Bank, being the longest running reliable bank for over 115 years will maintain sustainable growth by protecting and contributing to sound development of of customers’ wealth and happiness for another 100 years. 041 2013 ANNUAL REPORTSmile for All risk Management Risk management has become essential to strengthen the competitiveness of financial institutions experiencing the 1997 financial crisis and Lehman Brothers’ collapse. Based on the know-how accumulated through undergoing past crises, Woori Bank adopted the Risk Adjusted Performance Measurement (RAPM) for the first time in the Korean banking indus- try in 2002. Advanced risk management systems were put effectively in place to successful- ly introduce Basel II and III. Believing that profit sources are derived from fundamental risk management, Woori Bank will solidify its presence as a leading bank through risk manage- ment cases from major global banks and then implementing Woori Bank distinctive top- tier risk management. key pointS in riSk ManaGeMent in 2013 In 2013, the Risk Management Unit car- ried out risk management policies, aim- ing to minimize potential risks against uncertain economic situations at home and abroad, ranging from the global economic recession to the slowdown in the domestic real estate market and in- crease in household debt. The industry- specific portfolio management guideline was revised, reflecting industry-specific outlooks to align high-networth asset driven portfolios. Improved early warn- ing systems helped our bank detect any signs of insolvency in an earlier phase and minimized the asset quality deterioration preemptively. Seeking to respond quickly to the low-growth era, the corporate credit assessment models centered on stability indicators were improved continuously. Moreover, inte- grated trading systems were established to efficiently manage counterparty credit risks in derivative transactions. Revising the Portfolio Handling Stan- dard Woori Bank has Korea’s top level cor- porate bank ing competencies by overcoming crises for many years and establishing an advanced corporate as- set oriented risk management system. Seeking preemptive risk management for industries with potential risks, all of Korean industries were classified accord- ing to the differing degree of potential risks. Then, measures including interest rate approval authorization were tight- ened to a higher degree and imposition of expected losses were weighted higher in a phase-in basis to minimize negative restriction of ongoing business opera- tions. At the same time, regulatory blind spots were removed to raise efficacy of control for high-risk industries. Moreover, the portfolio guideline for each credit rating was set, enabling our bank to push forward in targeting high-networth asset-driven portfolio policies. Establishing a Risk Management Sys- tem for Insolvency Prevention Since uncertainties continue in the fi- nancial environment and profitability of enterprises are expected to drop, we are implementing early risk removal credit policies or systems to lower insolvent risk and maintain mid to long-term fi- nancial strength. Woori Bank recognizes insolvency signals of corporate assets in an earlier phase, and operates the early warning system equipped with sound follow-up management guidelines. In 2013, indicators representing insolvency signs were renewed where recent eco- nomic situations were reflected, thus improving the predictability and dis- tinctiveness of the systems to a higher level. Moreover, follow-up management systems for borrowers with signs of insol- vency were developed, thus minimizing the further possibilities of deteriorating into actual insolvencies. Aiming to enhance crisis response capa- bilities against industries with potential risks, the number of industries subject to monitoring under industry-specific con- tingency plans was scaled up, and coun- 042 woori bank termeasure responses were strength- ened in each critical phase. As a result, efficient and feasible responses can be better implemented in each phase. Improving Credit Assessment Models for Large Enterprises/External Auditing and Non-external Auditing Enterprises Managing an efficient credit assess- ment model is important in assessing borrower-specific risks prior to executing loans, and in deciding which borrower is eligible for loans. Woori Bank improved credit assessment models for large enter- prises/external auditing and non-external auditing enterprises in order to quickly respond to the era of low growth. Among credit assessment indicators, aspects in judging growth potentials and activeness were reduced, while elements in judging stability was expanded. Improvements were made to reflect the differences in accounting standards with the adoption of the International Financing Reporting Standards (IFRS). Woori Bank will continue to maintain and manage timely credit as- sessment models catering to changes in the financial environment. Intensifying Counterparty Credit Risk Management in Derivative Transac- tions Woori Bank established the integrated trading system for the first time as a bank in Korea that connects front, middle and back offices. As a result, credit risk man- agement was intensified against counter- parties in derivative transactions. Timely risk management was made possible where the number exceeding the ceilings for derivative transactions was reduced for general customers. The amount of credit risk exposure monitored, especially, managing counterparty credit risks, was reduced by acquiring collaterals. Woori Bank won the Grand Prize (FSS president) of the thebell Magazine’s ‘2013 Risk Man- ager Awards’ the most prestigious ac- knowledgement in risk management for our bank’s excellence in this field. Major planS For riSk ManaGe- Ment in 2014 In 2014, uncertainties are expected to continue at home and abroad including the tapering of quantitative easing in the U.S., increase in household debt and lower growth rates of SMEs. Accordingly, asset quality will be enhanced to proac- tively control bad-debt expenses. Specifi- cally, insolvency risks will be shut off at an earlier phase by identifying potentially insolvent assets with an upgraded early warning system. Inflow of low-networth assets will be minimized through ad- equate credit assessments of companies under reviews. Stress-test methodolo- gies will be improved to check financial soundness in extreme crises, and appro- priate responses will be established for enhancing current operation. Our Asset & Liability Structure will be improved to comply with the liquidity management ratios including the Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR), which are to be introduced in 2015 and 2018, respectively. Operat- ing risks will be diagnosed by assessing changes in the external environment, including issues exposed to the media, and so potential risks will be examined in a timely basis to devise active measures in achieving effective risk management. 043 2013 ANNUAL REPORTSmile for All ethical Management Due to the various negative compliance related incidences surfacing in the banking sector, there has been a stronger voice in tightening internal control and strengthening responsi- bilities of our employees. Woori Bank devised and practices the ‘Woori Code of Ethics,’ which are the principles involved in making proper decisions or actions and all staff are required to abide by these principles, along with ‘principle-driven management’, and ‘Job-specific Guidelines’, To prevent the leakage of personal information, staff training and reviews were introduced. For all employees, the ‘Ethical Compliance Practices‘ manual, ‘Self-Check on Eth- ical Compliance’ and ‘Check and Clean Day’ were made available. These brought more at- tention to ethical management, and Woori Bank contributed to the national economy and social development by fulfilling social responsibilities despite the challenging situations. As a result, Woori Bank will continue to advance further as an exemplary ethical player. 044 woori bank reVieW oF 2013 In 2013, Woori Bank strived to ensure that employees could recognize and practice the concept of ethical man- agement. They were encouraged to apply the ‘Code of Ethics’ through con- tinued internal control and intensified employee training. An event titled ‘My Commitment for Compliance and Sound Business’ took place to intensify the awareness on practicing principle-based business through legal compliance, pre- venting financial accidents and bolster- ing the awareness of legal compliance. An award ceremony for outstanding employees in ethical management and compliance monitoring was held to raise awareness of ethical compliance and boost morale through incentives. More- over, our bank made improvements in legal on-site difficulties by operating ‘119 (the Korean version of 911) site-oriented legal services’ so that ethical manage- ment could further solidify in our bank. Application of the Code of Ethics Various programs have been up and run- ning to raise awareness regarding the Code of Ethics among employees, and to ensure they keep actions in line with our ethics amid legal and institutional changes. By facilitating employees’ re- porting and having the freedom to blow the whistle regarding ethical manage- ment such as money and entertainment exchange, Woori Bank operates the reporting and whistleblower protection systems necessary to practice ethical management and prevent related inci- dents from happening again. The Ethical Management Support Council is held on a monthly basis, which has led to seek for excellent cases of practicing the Code of Ethics. Monitoring based on diverse channels to effectively dissipate and em- ploy principle-based management has taken place. planS For 2014 In 2014, Woori Bank will set up a leading system to support internal control for branches, protect consumer’s right and extend legal services. To this end, a window-specific legal case handbook will be published for easy ac- cess to legal cases on sites. The consent form for disclosing personal information will be improved to clarify the agree- ment procedure. Incomplete sales will be shut off by making the screening of terms and agreements and products more stringent for the rights of consum- ers. Internal control training centered on incidences will be intensified, while the internal reporting procedure is changed and improved by upgrading anti-money laundering systems. Suspicious transac- tion screening indicators will be devel- oped and applied more extensively to our systems. Strengthening the Field Support System We have extended active support for field management to shut off possible legal risks. With the 119 (the Korean version of 911) site-oriented legal services in place, our bank provides legal assistance from in- house lawyers to any staff member requiring legal help in civic, criminal and household matters. A bulletin board is available for the staff to propose any ideas on legal advice and submit requests for improvement. In this way, the submitted ideas can be reflected in our bank’s systems. This enables a strengthened utilization of regulations, while making them practical and conducive to work. Providing Various Ethical Management Training Materials and Conducting Re- lated Training We encouraged our staff to practice autonomous ethical management through practical training such as the ‘100 Questions and Answers on Ethical Management‘, and the distributed ‘Ethical Compliance Practices‘ manual. It is a specific course offered through case analyses. Ad hoc training was in- tensified for the staff members who required additional support in better understanding ethical management, in- cluding new hires. Issues governed by Compliance Dept. Personal Credit Information Legal Anti-Money Laundering Compliance Ethical 045 2013 ANNUAL REPORTSmile for All Customer protection Woori Bank’s core values are putting customer’s happiness first, pioneering and challenging itself for creating a better future, leading the way in creating a healthy financial order, and fos- tering talents first. Among them, our CEO puts ‘customer happiness’ on top of the agenda. He emphasized the sig- nificance of protecting customers during management strategy meetings and during his New Year’s speech. For the first time in the banking sector, the Consumer Protection Center was formed as an independent unit to protect consumers. Various activities take place to spread and implement such genuine customer caring philosophies throughout the organization. 046 woori bank The Consumer Protection Center con- sists of three teams: the Consumer Pro- tection Team that sets basic policies for consumer protection and devises action plans; Cham (responsible) Finance Imple- menting Team that prevents consumer damage while empowering their rights by exploring and improving unreason- able practices continuously and the Om- budsman Team which registers customer complaints, promptly and fairly handling them. Woori Bank’s Consumer Protection Center reaffirms the Bank’s leading presence in the financial market in consumer protection. Woori Bank launched the Consumer Protection Center for the first time in the banking industry in November 2010, which was headed by the Deputy Presi- dent, an independent division exclu- sively in charge of consumer protection without any impact from marketing. It has a total of 33 employees, which is the largest scale in Korea. Its fulfillment of CSR and genuine consumer protection activities were fully recognized, winning the Grand Prize in the comprehensive sector at the First Consumer Protection Awards presented by Korea Economic Daily, one of Korea’s top economic media in 2012. The year 2013 witnessed Woori Bank’s passionate engagement in consumer protection. The ‘Consumer Protection Index’ was adopted to be stringently aligned with performance evaluation for areas lacking in consumer protection upon evaluat- ing business units (KPI). The ‘Consumer Protection Window’ was launched, while rooms of branch heads turned into ‘Con- sumer Protection Consulting Rooms.’ It was to better address customer com- plaints promptly in branches as custom- er contact points. The Consumer Protec- tion Center paid visits to 298 branches to enhance the mindset for consumer pro- tection and prevent any complaints, and conducted training accordingly. Along with the employee training, a video clip titled ‘Damage of e-Banking Scams and Preventions’ was produced to training consumers and protect them from such scams. The video is played on Woori Bank’s website and in branches, prevent- ing potential fraud damage, and improv- ing customer convenience through 56 projects to improve ‘Cham (responsible) Finance and institutions.’ Approval of the Consumer Protection Center upon product development was put in place to promptly resolve custom- er damage and reflect consumers’ views, while incomplete sales are minimized by establishing a product sales process. planS For 2014 Numerous changes are expected in con- sumer protection in 2014: enactment of the Financial Consumer Protection Act, and separation/independence of the Financial Consumer Protection Agency from the Financial Supervisory Service. Woori Bank plans to implement 10 proj- ects in four areas for an early response. First, it is to enhance a customer-centric mindset among employees. ‘The Charter on Consumer Protection’ will be prescribed, serving as the basis for setting policy directions in promoting consumer protection. The Charter covers consumer right protection, product de- velopment, product sales and develop- ment of professional competencies for employees. Customer happiness managers standing at the forefront of consumer protection on sites will be organized in the name of ‘Cham (genuine) Forum.’ This will drive more voluntary and proactive consumer protection activities and this year, visits will be made to sites for educating com- plaint prevention. Next, we will improve the performance evaluation system. Upon evaluation of branches and de- partments of the head office, the impact of consumer protection will be revised upwards and reflected on significantly. Measures will take place so that prior reporting of complaints and compensa- tion for customer damage can improve, resolving customer complaints promptly and damage can be compensated ade- quately. Programs to minimize customer inconveniences are expected to be developed and operated by resorting to fundamentals of consumer protection. 047 2013 ANNUAL REPORTSmile for All Banking World of Vibrancy “Hoping to receive accessible and vibrant banking services closest to my needs” 048 woori bank “Providing easy and convenient smart banking services is essential in fulfilling the needs of our customers any- time and anywhere.” Woori Bank reaches out to our customers by providing advanced smart bank- ing systems Moreover, our bank reinforces on-site business accessibilities to establish rapport and friendship so that the needs of our customers can be quickly identified and innovative customer oriented solutions can be offered A Safe Banking World instantly. Aiming to become a more vibrant bank with higher accessibility by utilizing advanced smart banking or on-site business visits, Woori Bank continues to ex- pand our presence to all walks of life domestic or abroad. s m i l e f o r A l l 049 2013 ANNUAL REPORT Smart Banking Smart Banking Business Division is the highest-level division of future banking services at Woori Bank and our bank enables access to financial services for customers anytime, any- where, through various medium. The division is in charge of strategy setup for smart bank- ing, as well as the exploration of new markets. Seeking to make a rapid response to the smart banking market that demonstrates ex- ponential growth in particular, the Smart Channel Strategy Department was formed. In December 2013, the Customer Marketing Center was brought under it for the sake of inte- grated marketing in accordance with the organizational reshuffle and expansion plan. As of 2013-end, 11.37 million customers have subscribed to and utilized Internet Banking & Smart Banking services. Along with 7,000 ATMs that enable the convenient subscription and usage of Woori Bank products for retail and corporate customers, we created ‘a bank that is always close to customers’ by securing state-of-the-art technologies utilized in smart phones and the Internet. Total Number of Customers Subscribed to Smart Banking (Unit: million) 48.5% 6.64 4.47 2012 2013 reVieW oF 2013 Smart Banking Business Division opened new Internet banking services in April 2013 so that anyone can access them re- gardless of their OS type, thus providing convenient smart banking services to customers. As a result of implementing the iTouch loan service, enabling loan extensions via Internet/smart banking anytime anywhere without having to vis- it a branch, the service ranked first in the M/S in non-face-to-face product sales as of the end of 2013. Meanwhile, smart payment programs and ATM services for Onnuri Gift Certificates for traditional markets were in place, contributing to a reinvigoration in these markets. New Internet Banking Service Aiming to provide non-discriminatory banking services to anyone, Woori Bank upgraded its Internet banking service in April 2013. For the visually impaired, voice recognition service for Internet banking transactions including inquiries and transfers is now available. For those who cannot use the mouse effectively, keyboard-based financial transactions are now enabled. As such, the Bank re- aligned banking services to be non-dis- criminatory in access and convenience. Moreover, online banking was upgraded to be accessible via any device on any browser. As a result, Woori Bank proudly acquired the Web Accessibility Certifica- tion Mark in all sectors of Internet bank- ing including corporate banking for the first time in the banking sector on April 10, 2013. Taking the Lead in the Smart Banking Market At a time when the number of smart- phone users exceeds 37 million, custom- ers demand faster and more convenient services. In 2013, wide-ranging loan ser- vices were offered that require no visit to branches, including apartment loans and housing loans. Along with the launch of ‘Woori Global Banking’ for foreign cus- tomers whose number is on the uphill, ‘One Touch Notice’ service to provide various banking information is available to cater to diverse customer needs. The ‘One Touch Notice’ gained high populari- ty among customers since its subscribers surpassed 550,000 within 70 days from its launch. Woori Bank is definitely lead- ing the smart banking market by ranking first in smart banking subscription rate (34%) vis-à-vis the number of total cus- tomers, and winning various awards with its smart app. Opening Preemptive Security Service for Customer Protection Woori Bank offers the most secure bank- ing services to customers with preemp- tive security services. On September 050 woori bank Total Subscription Rates of Smart Banking (Unit: %) 8.7% 33.7 25.0 2012 2013 26, 2013, the e-banking fraud preven- tion service made its successful debut, enabling the Bank to make immediate responses to new types of e-banking scams. ‘One Touch Service’ for transfer to only designated accounts is the first attempt in the banking sector in Korea. The Financial Ser vices Commission benchmarked the model for its soon-to- be-launched ‘new account designation service’ to be applied throughout the banking sector. As such, the leading edge security services of Woori Bank are available to all. Leading the Market in the e-Corporate Banking Woori Bank provides pioneering services in e-corporate banking which befits its leadership in corporate banking. Focus- ing on providing customized and spe- cialized services in 2013, the WIN-CMS (Woori Internet-Cash Management Ser- vice) and Woori ERP (Enterprise Resource Planning) were upgraded to reflect customer needs. Moreover, the Bank also provided business district analysis within the ‘Woori Win Square’, a multi-purpose service for the self-employed. ‘WIN-CMS for Taxation Support’ for small-scale mer- chants was launched, while a function to audit the usage records of corporate cards was installed within the WIN-CMS. The ‘Labor Cost Payment Service’ also came into being for construction labor- ers so that their labor wages can be securely paid without delays. As such, Woori Bank steadily maintains its com- petitiveness in the e-corporate banking sector by developing and upgrading new services. planS For 2014 In 2014, the Smart Banking Business Divi- sion’s targets are to provide the very best banking services that satisfy customers and are available via all devices and envi- ronments. 1) To provide most convenient and ac- cessible smart banking services by re- establishing smart banking systems, and securely protect customer assets through various e-banking security services in- cluding prevention of phishing and pre- vention of fraudulent transfers through the analysis of transaction patterns 2) To provide customer-satisfying bank- ing services by developing on/offline combined new non-face-to-face market- ing techniques and CRM services 3) To continuously explore new business models by converging with other indus- tries to explore new markets Woori Bank will become the number one bank which provides best smart banking services with customer satisfying ser- vices and products at all times. 051 2013 ANNUAL REPORTSmile for All Corporate Banking Corporate Banking Business Unit is in charge of services for corporate customers, including a group of Korea’s top large enterprises such as Samsung, LG and POSCO. Total Assets of Corporate Banking-end 2013 Corporate Banking Business Unit caters to the diverse financial needs of corporate custom- ers in a timely manner by managing the branch heads of each company as Corporate Bank- ing specialists who enabled Woori Bank to be number one in Korean Corporate Banking. The unit also manages heads of Corporate Banking Centers in charge of catering to affili- ates of corporate clients and partner companies, and operating retail business for employ- ees, while operating the IB Division to cover project financing. As of 2013-end, we provided exceptional services to the largest groups of large enterprises in Korea. Corporate Banking Business Unit feels confident in having provided the best financial services to our corporate customers so that they were able to become global play- ers for the past 115 years. Greater efforts have been made to extend more of our expertise to a larger number of customers. reVieW oF 2013 In 2013, Corporate Banking Business Unit strove to satisfy the financial needs of large enterprise customers. Currently, various financial needs are explored and the relationships with the largest corporate customers are strengthened through Woori Diamond Club, a meeting of the heads of the country’s largest multinationals. New product development continued apace for companies to enjoy shared growth, and a culture of cooperation has been spread as corporate social respon- sibilities and roles gain a greater spot- light. As of 2013-end, the unit posted total assets of KRW 16.8 trillion, Operating Income of KRW 572.7 billion and an ex- port/import volume of USD 278.5 billion. Continuously Strengthening Relation- ships As corporate customers grow into global players, their financial needs have promptly and diversely changed. Woori Diamond Club, a meeting of the heads of the country’s largest multination- als, has been up and running since 2003. The club’s 11th anniversary marks a time to strengthen our relationships with our corporate customers, and provide services to respond to changes in the environment by identifying the financial needs of our customers in a timely manner. Extending Support for Large Enter- prises/SMEs At a time when CSR(Corporate Social Re- sponsibility) is emphasized, Woori Bank signed cooperation agreements with large enterprise customers, and devel- oped product packages to extend funds to SMEs with low interest rates. Through the Partnership Loan for Large Enter- prises and Partnership Guarantee Loan for Large Enterprises launched in August 2008, funds worth KRW 665.7 billion have been extended to 743 companies in total, as of 2013-end. Serving the larg- est number of large enterprise custom- ers in Korea, we utilize a broad customer network and contribute to the shared growth of large enterprises and SMEs. Developing Products to Improve Fi- nancial Soundness With the adoption of the IFRS, compa- nies are required to record bills bought in foreign currencies as debts, implying that exporters with a large volume of such bills would be subject to poorer financial soundness. As such, we devel- oped a customized product for export- ing customers by buying out export account receivables D/A(Document against Acceptance) for high-networth large enterprises and overseas subsidiar- ies in main debtor groups on a Non-Re- course Condition (before acceptance of the shipping document and fix maturity date by the importer). With this in place, corporate customers can avoid record- ing the liability for bills bought account (resulting from the adoption of the IFRS), and improve their financial soundness. planS For 2014 The Corporate Banking Business Unit plans to achieve qualitative growth through customized business for each specific category. Category-specific 052 woori bank Woori Bank is the major creditor bank of 16 large enterprises-2014. April (Total number of large enterprises under major creditor bank manage- ment: 42) markets will be made distinctive, syner- gies will accelerate, fee business will be bolstered and risks will be efficiently managed to achieve the goal. Optimized financial services will be provided for companies based on category-specific factors and investment plans. Moreover, synergies will be maximized by exploring high-performing partner companies and expanding retail transactions for em- ployees. Non-interest income will scale up by arranging and involving more in IB, including infrastructure finance and acquisition finance as well as intensive sales in niche markets on F/X, e-banking and derivative transactions. Assets will be cleaned up by shutting off the influx of low profit generating assets, and financial soundness will be enhanced through risk management on the basis of perceiving risk signals. 053 2013 ANNUAL REPORTSmile for All SMe Banking SME Banking Business Unit is in charge of financial services for corporate customers, espe- cially SME customers. The work scope of this unit includes the supervision of SME business strategies, the exploration of new markets and the management of specialized personnel. As of the end of 2013, there were approximately 890,000 SME customers, whose total assets under management amounted to KRW 67.8 trillion. Woori Bank provides competitive products, diverse financial and non-financial services to better satisfy SME customers. The SME RM (Relationship Manager) system, a channel of SME banking pool specialists, is available to provide the best financial services in corporate bank- ing. Along with Corporate Banking Business Unit and Consumer Banking Business Unit, SME Banking Unit significantly contributes to higher performance for the Bank, attracting SME partners of large enterprises that use Woori Bank and also SMEs’ employees. In 2013, in particular, the SME Support Center was formed within the SME Banking Business Unit to support financially struggling SMEs in a greater scale amid the unstable economic environment both domestically and abroad. Total Number of SME Customers 9.2% 891,367 816,119 2012 2013 Total Assets of SME Banking (Unit: trillion) 20% 67.8 56.5 2012 2013 054 woori bank reVieW oF 2013 The SME Banking Unit led marketing strategies focusing on attracting new high-networth SMEs and securing their retention. As in 2012, key categories were targeted such as policy financing, guarantee secured loans and loans for equipment in 2013. For higher satisfac- tion and service levels for SME custom- ers, the existing preferential system was expanded along with a greater focus on training and developing specialized workforce for SME banking. Intensive Search for High-yield SMEs and Prevention of Churn The Woori Love for Company Loan launched in February 2013 garnered an unbelievable record of KRW 7.9 trillion for its balance at the end of 2013, target- ing high-networth SMEs and offering competitive interest rates and preferen- tial ceilings. The SME Banking Business Unit provided wide-ranging marketing data on high-networth SMEs on sites and launched new programs for preven- tion of churn, especially targeting part- ner companies of high-networth large enterprises and SMEs selected in foster- ing programs of a government agency. The number of high-networth customers in the level of BBB and above increased from 194,569 at the 2012 year end by 34,107 to 228,678 at the 2013 year end. Targeted Marketing on Strategic Cat- egories As a result of the SME Banking Business Unit’s focus on policy financing and col- lateral secured loans, the balance for each increased by KRW 894 billion and KRW 1,016.2 billion respectively, in 2013 year-on-year. The unit signed new agreements worth KRW 783 billion with eight local govern- ments and public institutions in 2013, bolstered competitiveness in interest rate for policy financing for on-site support, and conducted various practical training, seeking to scale up policy financing. The balance for on-lending loans targeting high-networth SMEs among policy fi- nancing products showed an outstanding performance of an increase of over 370%, that is, KRW 903.4 billion year-on-year. Upgraded Preferential Service and De- velopment of Specialized Workforce In 2013, the SME Banking Business Unit launched the ‘Woori Honors Forum’, a preferential system for customers to offer diverse non-financial services to more cus- tomers. A total of 140 SMEs are selected and supported as members, while the number of members for the existing Woori Best Members was raised 218 to 627. First-rate banking services are available to customers through continuous selec- tion and training of SME RMs special- ized in SME banking. As of the end of 2013, 948 SME RMs are working in 806 branches along with a reserved pool of 601 RMs. SME Consulting and Project Scale-up Woori Bank’s corporate consulting ser- vices have the longest history in the do- mestic banking sector. Since their launch in 2001, about 1,200 projects have been successfully completed. In 2013, 127 consulting projects took place, signifi- cantly contributing to sales and operat- ing income of the SMEs involved. In 2013, the SME Banking Business Unit signed 10 cooperation agreements with major government agencies and local governments to better support SMEs. The SME Support Center was established within the unit as the Bank strived to ex- pand support for SMEs in need of help, including small merchants. planS For 2014 In 2014, the SME Banking Business Unit plans to launch products, and new cus- tomer preferential and management programs. This will attract new custom- ers, especially high-networth SMEs and prevent customer attrition. Profitability will be bolstered through various initia- tives: offering customized products to expand auxiliary transactions including FX in export/import for the existing cus- tomers in loan transactions, intensifying relevant management programs, and of- fering consulting services directly linked to higher business performance. In order to make the asset structure sounder, Woori Bank intends to spotlight the stepping-up of guarantee secured loans and settlement loans, and run compre- hensive management programs to avoid non-performing loans. 055 2013 ANNUAL REPORTSmile for All institutional Banking Institutional Banking Business Unit is in charge of financial services for the central govern- ment, local governments and public agencies. Total Deposits of Institutional Banking -end 2013 Institutional Banking Business Unit is in charge of financial services and strategies for insti- tutional customers. The unit is equipped with the Institutional Sales Strategy Department, to cater to the central government, local governments and public agencies, and the Public Fund Sales Department, to manage the municipal and provincial treasuries of local govern- ments. Moreover, Institutional Banking Business Unit provides topnotch financial services to insti- tutional customers by being the only unit in the banking sector to utilize specialists in insti- tutional operations. As of 2013, our institutional customers included the Seoul Metropolitan Government and its 25 district offices, the Korea Rail Corporation and the Korea Student Aid Foundation. The presence of such customers proves to endorse our position as Korea’s largest primary bank for public agencies. reVieW oF 2013 In 2013, the Institutional Banking Busi- ness Unit laid the foundation for Woori Bank to progress as a global leading bank by being designated as an en- trusted bank for stock assets and a bank for foreign currency reserves for the Na- tional Pension Fund, which ranks third in the world as a pension fund. Woori Bank actively sought new growth engines by attracting new institutional projects. For instance, new projects for the new gov- ernment were explored, the Bank was selected in the bidding for bank opera- tors at the Gimpo International Airport and also won the bid as a bank commis- sioned for exchanging principle and in- terest for the Korea Securities Depository. As of 2013-end, Institutional Banking Business Unit operated deposits totaling KRW 19.1 trillion and loans worth KRW 1.6 trillion, while managing the number of new institutional customers (101 cus- tomers) in 2012. Designated as an ‘Entrusted Bank for Stock Assets’ and a ‘Bank for Foreign Currency Reserves’ for the National Pension Fund The National Pension Fund’s asset portfo- lios mostly cover stocks, bonds and alter- native assets, and last September Woori Bank was selected as an entrusted bank for managing the fund’s stock invest- ments amounting to KRW 75 trillion. In October, the Bank was selected as a gen- eral treasury bank for foreign currency reserves for the National Pension Fund to exclusively cover its foreign currency transactions for the next three years from July 2014 to July 2017. Hunting for New Projects from the New Government Woori Bank was selected as ‘an exclusive bank for R&D projects’ initiated by the government. The business agreement for the exclusive bank stance to commer- cialize R&D projects was sealed in May in the presence of heads of agencies relat- ed to the Ministry of Trade, Industry and Energy (MOTIE). In September, the Bank was chosen as one of the treasury banks for the Real-time Cash Management Sys- tem (RCMS) managing R&D funds worth about KRW 2.7 trillion for the MOTIE. A business agreement was also signed with Korea Foundation for the Promo- tion of Private Schools. The Bank now manages SPC accounts for 19 university dormitories as the Bank partakes in the program of ‘halving dorm fees’, a project under one of the new government’s pledges. Woori Bank could also pave the way for customer expansion covering re- lated companies and students after new dormitories are constructed. Search for New Growth Engines by Ini- tiating New Projects Institutional Banking Business Unit not only provides banking services for institu- tional customers but also offers business opportunities aligned with new projects of institutions for SMEs and individuals. In 2013, the Bank attracted many new proj- ects: being selected as ‘an entrusted bank for funds for startups’ of Korea Institute of Start-up and Entrepreneurship Devel- opment under the Small and Medium Business Administration; taking part in the subcontract management system for the Public Procurement Service; signing a 056 woori bank business agreement on the e-settlement service in the Internet bidding for Korea Asset Management Corporation. planS For 2014 The year 2014 is a critical year for the Institutional Banking Business Unit since attention must be on re-winning the bid to be a treasury bank for district offices of the Seoul Metropolitan Government. It will mark 100th anniversary for the Bank to have served as a treasury bank for the city government. By being re-selected as the treasury bank for the district of- fices based on the know-how in stable management for the city government, Woori Bank will further intensify ties with the Seoul Metropolitan Government and institutions under it. The Bank will also steadily explore related projects to be favorable to local residents with benefi- ciary banking services. In 2014, public institutions’ transfer to local areas will be underway, so Woori Bank will secure its business network nationwide by launching new branches in each ‘innovation city,’ focusing on insti- tutional banking business that leads the trend in the age of decentralization. Major Institutional Customers of Institutional Banking • Local Government • Public Agency 057 2013 ANNUAL REPORTSmile for All investment Banking IB Business Unit (currently IB Division) launched in January 2002 was reshuffled under Corpo- rate Banking Business Unit in 2012, playing a leading role to date in the domestic IB market. IB Division provides a variety of IB services including syndicated loans (M&A, SOC, etc.), se- curity investments (collective investment securities, equity-linked securities, etc.),and the granting of credit. With the longest history in Corporate Banking among domestic banks, Woori Bank lever- ages strong ties with corporate customers, offering them customized financial structures that cater to the needs of the project funds they pursue. For the first time as a Korean bank, Woori Global Market Asia Ltd. was established in October 2006, specializing in overseas IB investment in Hong Kong. As such, Woori Bank has proac- tively tapped into overseas IB markets by scaling up the capital stock in October 2013. Total Assets of Investment Banking-end 2013 Others 1.0% Loans 43.3% Securities 18.4% Off-balace sheet items 37.3% 058 woori bank reVieW oF 2013 The global economic circumstances that were aggravated due to the financial crisis in the Eurozone started to turn around with the gradual recovery of the real economy driven by low interest rates and quantitative easing in advanced countries. In Korea, major annual macro- economic indicators show a positive sign. Nevertheless, industrial risks have deepened in construction, shipbuilding, maritime and steel, while marginal com- panies step up in numbers. As such, the IB Division carried out selective business initiatives, considering stability and prof- itability. Specifically, cooperative ties with financial institutions, government agen- cies and enterprises was concentrated more, while outstanding performance was achieved in infrastructure finance including power generation/energy and SOC thanks to intensive business man- agement. As a result, the division holds KRW 11.6 trillion for the assets under management (including off-balance sheet assets). The proactive management of low-profit assets and potentially insolvent assets enabled the rebalancing of asset port- folios, and raised asset soundness. The profitability of the assets held rose, by increasing the volume of loans in KRW, especially in cases of high-profit projects. Investment Banking Organization investment Banking Division Besides the interest income which has been regularly generated, high networth loans and securities previously invested have been recovered, resulting in size- able amounts of dividends and profits on sales. planS For 2014 In 2014, the global economy is expected to turn around by phase, but instability is still rampant in the global financial market due to tapering in quantitative easing in the U.S. which results in currency crises in emerging countries, and risks in soft landing for the Chinese economy. Korean economy is evaluated as a fundamentally robust one, but is vulnerable to the eco- nomic and financial environments due to its high dependency on export and proneness to external factors. In the IB Market, transactions in infra- structure finance will still flourish includ- ing restrictions for marginal companies, M&A for tapping into new projects, power generation/energy to improve the power demand and supply and SOC to secure social infrastructure. In particu- lar, the recent government measures to make public corporations’ management more efficient through asset sell-off and debt reduction are expected to scale up the IB market. IB Division will continue to make finan- cial arrangements for, and take part in, infrastructure finance including power generation/energy and SOC, and M&A based on thorough and considerate feasibility reviews as well as conventional business domains including credit exten- sions for high-networth corporate cus- tomers. Moreover, in aiming to explore new markets for IB, fee income will scale up by participation in alternative energy projects including offshore wind power and financial arrangements for projects where new environmental technologies are applied. Overseas IB business will flourish as the Bank jointly takes part in overseas business aligned with policy finance institutions, arranges the issu- ance of foreign currency bonds of high- networth companies through the Hong Kong IB whose capital stock was raised in 2013, and explores and takes part in high-networth SOC projects and syndi- cations. The IB Division will contribute the ut- most endeavors under the slogan, ‘Cre- ativity, Passion, Right into Business Sites.’ The goal is to become Korea’s iconic investment bank driven by the Commer- cial and Investment Bank (CIB) model, an alternative to the American style ‘invest- ment bank’ through the convergence of corporate banking and investment banking. Investment Banking Dept. Project Finance Dept. Woori Global Markets Asia Ltd. HK IB Strategy Corporate Finance Shipping & Aviation M&A Principal Investment Real Estate PF ABS SOC Power & Energy 059 2013 ANNUAL REPORTSmile for All A Unifying Bank “Hoping to be served with a Unity of Hearts in overcoming any future obstacles” 060 woori bank “We seek a wise path for creating a family-like banking where leaders and colleagues work closely, side-by-side with united mind and soul” It is critical for leaders to take the reins when times are bad. What is just as im- portant is the unity among colleagues. Once all employees gather their forces together into ‘unity of hearts,’ there is no barrier they cannot overcome. A Safe Banking World All of us at Woori Bank will have our hearts converged into one as we “run and laugh together” with our customers to overcome any obstacles and achieve number one customer satisfaction. 061 2013 ANNUAL REPORTSmile for All Consumer Banking Consumer Banking Business Unit is Woori Bank’s highest-level department in Consumer Banking that offers financial products and services to retail customers. It is in charge of conducting overall business strategies for retail customers, finding new markets, managing the Consumer Banking Business Unit and setting business channel strategies. We run a separate Division within the Consumer Banking Business Unit for wealth management that require more specialized services. As of 2013-end, we offer our top-notch products and services to about 19 million custom- ers in 989 branches. The Consumer Banking Business Unit strives to offer as many products and services possible to our current and future customers by continuously tapping into new markets and engaging in CRM(Customer Relationship Management) activities. Total Deposits of Consumer Banking (Unit: KRW trillion) 11.4% 73.7 66.1 2012 2013 reVieW oF 2013 With a greater number of new custom- ers at Consumer Banking Business Unit, about 1.15 million new customers joined Woori Bank. Agreements have been signed with high schools on school banking school cards in order to secure future customers. This is a way to attract not only high school students but also parents and teachers. Seeking to cater to increasing customer needs, portable branch mobile devices have been adopted and are now up and running. These are to provide convenient services by visiting where customers are, regardless of time and space. Branches specialized for office workers and those specialized in microcredit are open to reflect diverse customer needs as the financial environment transforms. ‘School Attack’ Targeting High Schools At a time when business operations tar- geting students as customer prospects 062 are subject to heated competitions, Woori Bank adopted a program to at- tract high schools (i.e. schools, students, parents and faculty) for the attraction of new and potential customers. ID stu- dent cards are issued that can be used as check cards for students through an agreement with the high schools. Under the ‘School Attack’ program that began in 2013, Woori Bank issued stu- dent ID cards available as check cards for 142,152 students in 259 schools as of the end of 2013. The Bank opened new pay- ment accounts so that they can safely and conveniently manage their allow- ances. Special lectures on finance have been offered for students and parents in high schools. The Bank also helped set up IT-based smart/safe campuses through agreements with high schools, thus contributing to a stronger social safety network. Adopting and Operating Portable Branch Mobile Devices ‘Portable Branches’ are cutting-edge banking devices which create a branch environment anytime, anywhere via the LTE telecommunication network so direct visits can be made to where cus- tomers are to offer the same services as in other branches. The pilot program be- gan in April 2013, and now 30 portable branches are up and running as of the end of 2013, and the number will go up to 40 in the first quarter of 2014. They are likely to significantly contribute to busi- ness activities that approach customers to meet their specific needs, and lead the rapidly changing financial market through continued expansion. Optimization of the Channel Network Amid the evolving financial environ- ment, branches have been selected in districts with new growth potentials, and low-yield and low-presence branches woori bank Total Loans of Consumer Banking (Unit: KRW trillion) 7.9% 73.4 68.0 2012 2013 have been transferred or relocated. The Bank has opened 989 branches as of the end of 2013: that includes 21 new, 25 integrated and 17 relocated ones. A basis to attract new customers is in place through an efficient branch network. The ‘9 to 7 Branch’ is in operation as a specialized branch for office workers to enhance their financial accessibility. Meanwhile, ‘Woori Hope Sharing Center Sanggye Branch’, a branch exclusively for microcredit, and 38 windows exclusively for microcredit services are now open. Non-face-to-face channels have scaled up, and unmanned automation systems are available for better customer satisfac- tion with 233 new ones, so as of the end of 2013, 2,166 systems are available, and 224 old ones were replaced. planS For 2014 In 2014, Consumer Banking Business Unit plans to concentrate on attracting new customers to maintain a stable growth momentum despite the continuum of low growth and low interest rates, and the highly competitive business environ- ment. While inducing future customers includ- ing infants, children and high school students, the Bank will provide products and services to attract employees of high-yield enterprises through the is- suance of employee ID cards. A plan for business alliance with military units, police stations, schools and hospitals will take place to attract their employees as new customers. Top priority will be also be on securing profits by continuously attracting the flow of funds with increases in settle- ment accounts for transfers of utilities fees, telecom fees and apartment ex- penses. Nationwide Branch Network-end 2013 (989 Branches) Kangwon (11) Chungbuk (15) Gyeongbuk (23) Daegu (28) Ulsan (9) Busan (56) Gyeonggi (220) Inchon (41) Seoul (470) Chungnam (23) Sejong (4) Daejeon (23) Jeonbuk (12) Gwangju (14) Jeonnam (10) Jeju (3) 063 2013 ANNUAL REPORTSmile for All real estate Finance Real Estate Finance Business Unit is in charge of real estate finance and National Housing Funds for the Bank. For systematic and professional management of real estate finance, the unit had been pro- moted into the Real Estate Finance Business Unit from the Housing Finance Division within the Consumer Banking Business Unit. We also manage the National Housing Fund of the Ministry of Land, Infrastructure and Transport as a general treasury bank. We try and cater to various customer needs by providing products served from Woori Bank account products from our bank, and also products provided by National Housing Fund ac- count available for our low-income consumers. M/S of Demand-side Housing Subscription Loans -end 2013 49.7% The National Housing Fund Loans (Woori Bank) (Unit: KRW trillion) 3.9% 48.0 46.2 2012 2013 064 woori bank reVieW oF 2013 The Real Estate Finance Business Unit dominantly ranked 1st in the M/S of the National Housing Funds. Excellence in the business, not only in 2013, but also for the past five years, has put us in the spotlight to be re-elected as a general treasury bank for the Nation- al Housing Fund. This would enhance our capability in providing a greater di- versity of real estate finance products to our customers. We also made preemp- tive responses to the financial environ- ment even in the elongated real estate economic downturn leading the efforts to generate the demand for real estate finance in Korea with new products and services. Re-elected as a General Treasury Bank of the National Housing Fund The National Housing Fund project is important in broadening the options of products for consumers (including the socially vulnerable), of real estate finance. Woori Bank has taken the lead in seam- lessly procuring and executing funds as a general treasury bank of the National Housing Fund. As of 2013-end, Woori Bank had a market share of 49.7% in loans for subscribers and 30.1% in savings for housing sub- scriptions. Throughout 2013, 1.32 million new customers braced themselves for a dream to own a house with savings for housing subscriptions. After a fierce competition, Woori Bank was consequently reelected as a general treasury bank to manage funds worth KRW 89 trillion. Beginning in 2013, we laid the foundation for more custom- ers to use the products of the National Housing Fund for the next five years. Stably managing real estate finance- related assets At a time when the negative real estate market has been elongated and the housing-related assets of customers and the Bank are under threat, we are funda- mentally driven to preemptively better manage the current uncertain situation. We strove to enhance the fundamentals of loan assets, while reducing risks, by ac- tively inducing non-deferred installment loan repayments, instead of deferring balloon repayments in a lump sum. In 2013, the amount of guarantee- secured mortgage loans increased by KRW 4.6 trillion compared to 2012. In do- ing so, we managed real estate finance assets in consideration of soundness and profitability even under the economic downturn. Leading the Domestic Real Estate Fi- nance Market The Real Estate Finance Business Unit spearheaded its efforts to develop prod- ucts and reform the system in order to make preemptive responses to changes in the financial market in 2013. We are actively engaged in supporting the soft landing of household debts and the house-poor, which are spotlighted as social issues. This is done for the first time in the Korean financial sector, by conducting a rental scheme following trust services. In order to make preemp- tive responses to the financial environ- ment where the demand for small houses is rising amid increases in one to two strong households, we contributed to facilitating the supply of city-type resi- dential housing, by proposing various deregulatory measures to the Ministry of Land, Infrastructure and Transport. planS For 2014 2014 is expected to witness a sluggish real estate market and low interest rates trend in the financial market. Thus, competitions over interest rates among banks in the real estate finance market will become fiercer, while the profit- ability of banks in the real estate finance asset sector weakens. Despite such challenges in the financial environment, we will make qualitative improvements in the assets on end, while leading real estate finance with a variety of product portfolios. The Real Estate Finance Unit will con- tinue to dominate the market share by ranking the 1st in the National Housing Fund. We will strive to attract new loans for subscribers and savings for housing subscriptions, including rental deposit loans and first-buyer housing loans. Moreover, we will actively support real estate welfare projects for citizens and make continuous efforts to facilitate national housing in a righteous leading way through our seasoned experience in financing/operating funds and IT systems. We will also jump on the band- wagon of the government’s real estate finance measures, while actively plan- ning to extend funds to those who want to purchase their own houses by secur- ing optimal profitability and a lowest-risk asset structure. This will enable our busi- ness unit to expand mortgage loans to KRW 3.5 trillion, which will play a robust role in attracting Consumer Banking as- sets in times of economic downturn. 065 2013 ANNUAL REPORTSmile for All pension & trust Business Pension & Trust Business Division oversees Woori Bank’s trust and pension services. As the retirement pension market has been expanding, the Pension & Trust Business Division was launched in 2009 to support the efficient management of the retirement life of our retail customers. From the initial stage of adopting the retirement pension system, distinctive customized services have been provided through comprehensive retirement pension consulting. We lead the retirement pension market through multifaceted efforts: provid- ing optimal products suitable for our customers’ investment tendencies; having seasoned investment specialists available; extending customized optimal products through specific processes; and providing total financial services. As of 2013, the amount of retirement pension assets stood at KRW 7.52 trillion, while 26,681 companies and 1,111,265 employees enjoyed Woori Bank’s retirement pension services. reVieW oF 2013 In order to guarantee a stable retirement life for the workforce and prepare for shifting trends in the labor market (such as a rapid aging population), we con- ducted customer-oriented business with a long-term perspective. We launched the ‘Happy Life Lifetime Bankbook’ for the retirement pension of subscribers. The product enables subscribers to conveniently access their retirement annuities as they accumulate their pensions, allowing them to check their bankbook to see how their funds are managed. We developed and man- age a ‘Maturity Designated Time Deposit’, which enables customers to designate their individualized maturity, depending on their financial schedule. The ‘System for Installment Buying of Fund’, is also up and running, whereby retirement ben- efits that are paid in a lump sum upon retirement pension subscriptions, are divided into installments to be invested in funds. Our retirement pension systems were upgraded to reflect the major amend- ments in the Employee Retirement Income Security Act. We also ensure that all product sales are appropriate, by providing updates and notifications to subscribers through the Bank’s ‘Happy Call System’. Moreover, differentiated services are of- fered as we extend training through the additional development of the ‘Retire- ment Pension Training Management System’. In 2013, the amount of retirement pen- sion assets stood at KRW 7.52 trillion, up KRW 1.49 trillion from the previous year. The number of retirement pension sub- scribed companies increased by 3,546, that is, 15.3% to 26,681 as of December- end, 2013. The number of subscribed employees increased by 163,044, that is, 17.2%, to 1,111,265 year-on-year. planS For 2014 Having recognized retirement pensions as core growth industries of the future, we are engaged in active marketing. We do so by responding to market changes to secure a stable customer base and long-term profitability so we can dominate the retirement pension market early on. In 2014, the Pension & Trust Business Division plans to expand its status in the retirement pension market by establishing a foundation for sustainable growth and strengthening its business competency for continuous growth. To this end, we plan to intensify distinctive, customer group-specific mar- keting and ex-post management thereof, expanding our competitiveness in asset management services, and efficiently supporting business operations for asset management. We will lay the founda- tion for sustainable growth and lead the retirement pension market that will be driven by an abundant specialized workforce, supportive training systems, various customized products and up-to- date management expertise. 066 woori bank Total Assets of Retirement Pension (Unit: KRW Trillion) 24.7% 7.52 6.03 Total Number of Companies Subscribed to Total Number of Employees Subscribed to Retirement Pension 15.3% 26,681 23,135 Retirement Pension 17.2% 1,111,265 948,221 2012 2013 2012 2013 2012 2013 067 2013 ANNUAL REPORTSmile for All Wealth Management(WM) WM Division, under Consumer Banking Business Unit, is in charge of managing & encom- passing Private Banking(PB) services and targeting High Net worth (HNW) customers. The WM Division consists of WM Strategy Department providing strategies for Private Banking services as well as supporting business operations thereof, Affiliation Product Department managing Woori Bank’s funds and bancassurance, and WM Advisory Center offering con- sulting on taxation, real estate and legal matters. As of 2013, a total of 416 private bankers presented Korea’s top-notch services in com- prehensive asset management and consulting services under an independent Private Banking(PB) brand of ‘Two Chairs’ to 150,000 HNW customers. Total Number of WM Customers (Unit: million) 24.7% 148 130 2012 2013 Total Deposits of Wealth Management (Unit: KRW trillion) 5.6% 45.6 40.0 2012 2013 068 woori bank reVieW oF 2013 The WM Division initiated globalizing PB services, leveraging its overseas network. The Advisory Team as Korea’s superior advisory unit was expanded to serve as independent units of the PB Advisory Centers. Catering to the aging trend, ‘100 Years of Age Research Team’ was formed, while developing exclusive product packages and fostering experts. As a result, the Bank won the ‘Korea Premium Brand Award’ for four consecu- tive years, and the Grand Prize of The Customer-Loving Brand Awards for two years. Despite the challenging financial environment at home and abroad such as continuum of low interest rate, U.S.’ tapering of quantitative easing and in- stability in emerging countries, the WM Division showcases the annual average growth of 11% from 2008, and in 2013, about 15,000 new HNW customers joined Woori Bank. Providing Systematic and Scientific Financial Planning Services There was a complete overhaul and up- grade of the existing financial planning system for a new system setup in 2013. The new financial planning system was designed to produce customized pro- posals for customers to understand their optimal solutions most easily and conve- niently through scientific analysis of data. The data subject to analysis include cus- tomers’ transaction information, diverse financial data, customer tendency analy- sis and proposal of investment strategies in consideration of financial market sce- narios. Woori Bank is equipped with the most advanced systems and will con- tinue to provide the most scientific and rational asset management solutions for customers. Globalizing Private Banking (PB) Services As of 2013, Woori Bank provides custom- ized Private Banking (PB) services, cater- ing to customer needs in approximately 400 PB branches as well as seven PB cen- ters. The Bank provides asset manage- ment consulting services and real estate seminars for local potential customers le- veraging overseas networks. PB services will also be globalized along with the Bank’s expansion of overseas networks. Intensifying Service Competitiveness in PB Advisory Centers Private Banking advisory centers, with more than 20 specialists in taxation, real estate, overseas study, migration and investment, are located in every major Korean city. Consulting services regard- ing donation/inheritance, succession of family businesses and taxation are available, along with total services for real estate investments, market outlooks, overseas investments and study abroad programs. Woori Bank’s advisory centers are now established as Korea’s number one financial consulting service. Launching ‘100 Years of Age Research Team’ in Preparation for the Aging Trend Woori Bank launched the ‘100 Years of Age Research Team‘ in July 2012 in preparation for the shift to an aging population. The team conducts R&D on processes and products to prepare in advance for the financial demands of the elderly population, which is likely to increase in scale. The Bank launched a product package exclusively for retirees to prepare them for a stable post-retire- ment life in 2012, and ‘Life-long Partner Bankbook’ enabling dual management of wages and pensions in 2013. In the ‘100 Years of Age Elderly Partners’, experts ca- tering to comprehensive post-retirement life style are selected and trained to be available to provide appropriate services in all branches. Fostering Specialized Private Bankers Continuously Woori Bank also operates the PB Acad- emy, with the industry’s best curriculum for fostering competitive private bankers since 2009. The Academy has had 155 graduates through six generations up to 2012. In 2013, the courses were aligned and expanded into the bank-wide ‘As- set Management Specialist’ courses, continuously fostering 40 graduates a year. The four-month courses consist of CFP fostering those to be trained on the financial knowledge required for wealth management, and other courses to pro- mote character buildup and manners re- quired in providing services suitable for HNW customers as private bankers. Oth- er courses are competency-specific ones divided into beginners, intermediate and advanced levels in the PB Academy to continuously enhance competencies. Woori Bank’s Private Bankers as superb asset management specialists will always provide top class comprehensive asset management services. planS For 2014 In 2014, platforms for comprehensive asset management for PB customers will be solidified. Best PB specialists and financial planning systems will provide optimized asset management solutions to customers. The PB Advisory Centers that scaled up in 2013 will offer special- ized consulting services in taxation, real estate and legal affairs. The Bank’s platforms for comprehensive asset man- agement will evolve into ‘family office services’ that encompass individuals, en- terprises and families not only in invest- ment strategies on financial products but also in household business succes- sion, real estate asset management, legal consulting, and successions/inheritance, thus serving as a genuine partner that offers satisfaction to customers well- being. 069 2013 ANNUAL REPORTSmile for All A Pioneering Bank “Hoping to Enjoy a Pioneering Life with extensive Global Banking Services” 070 woori bank “Woori Bank will become the mecca of banking beyond boundaries and will continue to explore and implement new banking solutions worldwide.” We are living in a world where the rapidly changing global environment re- quires us to overcome current obstacles and deliver innovative banking solu- tions. Woori Bank strives to develop optimal solutions through the process involving seasoned specialists along with the development of financial prod- ucts befitting customers’ investment attributes. Woori Bank will firmly secure A Safe Banking World traditional business sectors, while seeking new banking ways to develop new entrepreneurship. Our adventurous spirit will drive the bank to tap into new markets and overcome the limitations of current financial systems and take the lead in exploring a new financial solution. 071 2013 ANNUAL REPORTSmile for All Global Business Woori Bank initiates the expansion of overseas assets and the portion of income through optimized business for the local environment for each overseas branch. As of December 2013, advancement was made in 17 countries with 64 overseas networks including 17 branches, 6 subsidiaries (44 branches under subsidiaries) and 3 offices. The networks will steadily broaden, centering especially on emerging countries with growth potential. Worldwide Network (64 Networks in 17 Countries) Zao Woori Bank Russia London Woori Bank China Gaeseong Dubai Bahrain Shanghai Dhaka(4) Hanoi Chennai Yangon Singapore Hong Kong Ho Chi Minh Kuala Lumpur Woori Global Markets Asia Ltd. HK Seoul Tokyo P.T Bank Woori Indonesia Sydney LA New York Woori America Bank Head Office Overseas Branch (14) & Sub-Branch (3) Overseas Representative Office (3) Overseas Subsidiary (6) Woori Bank Brasil (Brazil) Major Highlights of Global Business -end 2013 Net Income NPL Ratio Delinquency Rate Liquidity Ratio 072 woori bank reVieW oF 2013 Financial Performance In 2013, despite the prolonged global economic downturn and fiercer inter- bank competition, global business per- formance reached total assets of USD 12.6 billion, loans of 6 billion and operat- ing income of USD 277 million. It was due to a boost in business centered on high-yield assets, restructuring of asset portfolios and intensified fee business. As a result of timely liquidity management for foreign currencies against the taper- ing of quantitative easing in the U.S., the liquidity rate for overseas branches was maintained at 121%, 7%p from the end of December, 2012. Stronger Overseas Networks Star ting with the opening of Ruko Union Sub-Branch in PT. Bank Woori Indonesia in January 2013, Woori Bank opened the Sydney branch in Australia, Weihai Branch in China and Uttara Sub- Branch in Bangladesh. This expanded the tapping into emerging countries in Southeast Asia showing a rapid growth momentum. Woori Bank’s 64 global networks in 17 countries, as of the end of 2013, serve as the springboard for customers to make inroads into overseas markets, offering advanced banking services. The Bank acquired the approval from Bank Indonesia on the 33% equity acquisition of Saudara Bank in Indonesia as of the end of December, 2013. Local networks in Indonesia are likely to in- crease thanks to the merger of Saudara Bank and PT. Bank Woori Indonesia. The Bank is fully committed to completing the ‘Pan-Asian Belt’ covering an area from China through the Middle East to Southeast Asia, driven by the expansion of promising Southeast Asian networks. Intensified Management of Overseas Financial Institutions The Global Business Unit focused on expand- ing the financing volume through stron- ger relationships with overseas financial institutions as major financing sources, to allow for the U.S. tapering of quantita- tive easing. In addition, MOUs signed with prestigious overseas financial insti- tutions enabled the expansion of global business opportunities. In 2013, strategic business alliances were settled with flagship banks, that is, Banco Bradesco, ANZ and Emirates NBD in countries where the Bank has already advanced or is expected to advance (i.e. Brazil, Australia and the UAE). This facili- tated a stable establishment of newly- formed overseas branches and creation of new business opportunities. planS For 2014 The Global Business Unit establishes the basis for long-term growth by fostering local personnel to set up an optimal local business base, and developing IT systems of global standards. Seeking to deliver profit diversification, the unit focuses on specialized business for each overseas branch, development of localized products and scale-up of fee business. Synergies are generated through intensified aligned business for target customers among domestic and overseas branches. Potentially insolvent loan monitoring and overseas loan re- views will be made more intensive for the sake of sound management. Liquid- ity management will also take place against the U.S. tapering of quantitative easing as the Bank seeks for continued growth based on stability. 073 2013 ANNUAL REPORTSmile for All international trade Business International Trade Business Division is the highest-level division in charge of foreign exchange and trade related services for both retail/ corporate customers in Korea and for- eigners. The unit is engaged in setting and supporting Woori Bank’s FX and trade related marketing strategies and operates the International Trade Service Center, a BPR(Business Process Reengineering)-specific department to help customers accomplish banking tasks promptly and efficiently. The Foreign Investment Support Team in charge of consulting for foreign investment was made independent in a unit titled Seoul Global Investment Center so that increases in for- eign investment can be quickly responded to. The unit achieved export/import of USD 322.6 billion along with FX/remittance transfers of USD 106.4 billion in 2013. Based on Woori Bank’s Corporate Banking expertise accumulated over the past 115 years through transactions with the largest number of large enterprises, Woori Bank provides consulting on export/import financing and investment. Total Volume of Export & Import (Unit: USD billion) 9.2% 322.6 294.4 2012 2013 reVieW oF 2013 In 2013, International Trade Business Di- vision scaled up competitiveness in ex- port/import and FX/remittance transfers by fostering FX specialists and strength- ening services. This led to increases in export/import performance of USD 28 billion and increases in FX/remittance transfers of USD 16.3 billion compared to 2012. Woori Bank enhanced convenience in accessing financial services for foreign workers in Korea by expanding special- ized business channels exclusively for them and securing non-face-to-face marketing channels. Woori Bank was designated as the first bank managing foreign currency reserves for the National Pension Fund, one of the top four in the world. The Bank reaffirmed its prestige as a frontier in the FX market, disseminating KRW clearing systems, so as to ensure that KRW becomes a global currency. Stronger Competitiveness in Export/ Import Banking and Money Exchange/ Remittance Leveraging our strength from being Ko- rea’s No.1 bank in Corporate Banking, we achieved export/import volume records of USD 322.6 billion in 2013, taking up the market share of 25.6% among Korea’s top eight banks. This was a direct result of our seasoned expertise in corporate financing and in the development of a specialized work- force for the past 115 years. Woori Bank proactively responded to the new FX market, covering wage remit- tances of foreign workers, foreigners’ in- vestment in domestic capital, and set up money exchange centers in areas highly frequented by tourists from home and abroad. As a result, the volume for money exchange/remittance recorded USD 106.4 billion, that is, 26.3% of the M/S. Expansion of Channels Specialized for Foreign Workers In 2013, the International Trade Business Division bolstered customer contact points for FX catering to the customer needs of foreign workers, while raising convenience in transactions by flexibly operating service hours. FX services are even available on the weekends in areas with a high population of foreigners in such locations as Hyehwa-dong, Gwang- hi-dong, Changshin-dong and Uijeongbu. Operating hours are stretched to night- time during a period with a high volume of foreign customers in Pocheon in the northern part of Gyeonggi Province. Wongok-dong in Ansan in the southern part of Gyeonggi Province even has an FX Remittance Center open to provide specialized services for foreign workers. As a part of efforts to expand non-face- to-face channels for foreign customers, consulting desks within the call center 074 woori bank exclusive for foreigners scaled up: the mere consulting has been expanded to phone-based overseas remittance service for foreign customers. As the nationalities of foreign workers diversi- fied, available languages for consulting services was raised from three to seven. Designated as a Bank for Foreign Cur- rency Reserves for the National Pen- sion Fund and Leading International Transactions in KRW Woori Bank was designated as a bank for foreign currency reserves for the National Pension Fund by partaking in its bidding, starting from the latter half of 2014. As a bank for foreign currency reserves for the National Pension Fund, one of the top four pension funds in the world, Woori Bank will conduct such op- erations as foreign currency remittances, foreign currency deposit/withdrawal and cash management service. Driven by the know-how as Korea’s first bank for foreign currency reserves for the pension fund, Woori Bank’s FX transactions with prestigious pension funds of home and abroad are expected to flourish. Moreover, the KRW Clearing Service is up and running among countries for trade settlement transactions in KRW. Due to the expansion of trade with China, Woori Bank launched international off- bound settlement services for foreign currencies in KRW and Chinese Yuan, thus spearheading the efforts to make KRW a global currency. As of the end of 2013, Woori Bank held the highest number of depositary accounts among overseas financial institutions in KRW, while it led to facilitate international transactions of KRW that befit the trade volume of Korea. planS For 2014 In 2014, the International Trade Business Division aims to foster specialists in inter- national trade and improve the quality of support for it. Distinctive customer- specific services will be provided in export/import banking services and money transfer/remittance as in 2013, thus expanding the M/S. Services and channels will be further reinforced to cater to foreigners’ higher demand for money exchange/remittance. Based on the know-how accumulated by conducting operations as a bank for for- eign currency reserves for the National Pension Fund, new high-yield customers will be attracted. Therefore, Woori Bank will reaffirm its presence as a leading bank in FX. New profit sources on FX will continu- ously be explored by aligning with medi- cal tourism projects for foreigners, facili- tating escrow accounts and inducing foreign direct investment. 075 2013 ANNUAL REPORTSmile for All Financial Market Business Financial Market Business Unit overseas the bank’s treasury, FX, derivatives, and se- curities investment businesses. The unit is comprised of four departments. Treasury Department manages the bank- wide Liquidity Trading Department trades currencies and derivatives, Securities Trading Department trades bonds and equities. Settlement Support Department performs the back office and settlement duties. Active in a wide range of derivatives including interest rates, currencies, equities and commodities, Trading Department is a solid market leader among Korean banks. 076 woori bank reVieW oF 2013 In 2013, the Financial Market Business Division focused on profitability and liquidity The division managed NIM by optimizing the loan-deposit ratio and issuing low-cost financial bonds. Bracing for the possible uncertainties in market liquidity as a result of the Feds tapering expectation, the Bank enhanced funding stability by continuously borrowing cross currencies and issuing private bonds. As a result, the Bank’s liquidity ratios in domestic and foreign currencies are well above the regulatory guidelines. We also strengthened our competi- tiveness in FX and derivatives trading through diversification of trading prod- ucts and increased activities, including running of 24 hour night desk on com- modity derivatives. Optimized Liquidity Management In 2013, the Financial Market Business Division successfully issued KRW 3.78 trillion and KRW 0.85 trillion in senior and subordinated bonds, respectively. In addition, the division issued KRW 0.7 trillion in hybrid bonds,contributing to the stable BIS ratio. In the midst of North Korea missile launches and Feds tapering plans, the division increased medium- term borrowings and private bonds to prepare for possible foreign currency liquidity risk and rising interest rate envi- ronment. Liquidity Ratios The Bank continued to issue private bonds in cross-foreign currencies such as JPY and THB. This contributed to stable management of liquidity for foreign currencies by di- versifying financing markets and means. Throughout the year, the bank main- tained from USD 1.5 to 2.5 billion in li- quidity buffer to withstand three months liquidity crisis in an event combined market and bank crisis should arise. As of the end of 2013, this financing ac- tivities resulted in the KRW liquidity ratio of 121and FC liquidity ratio of 126%. Strengthening Competitiveness in FX Trading and Derivatives In 2013, the Financial Market Business Unit strove to strengthen its competi- tiveness against market volatility. In FX Trading, Woori Bank has strength- ened a fully diversified portfolio of for- eign currency derivatives, including the Mexican Peso (MXN), South African Rand (ZAR), Polish Zloty (PLN), Russian Ruble (RUB) and Chinese Yuan (CNY ), aside from other major currencies like the USD, JPY and EUR. As such, we made a proac- tive response to market volatility and diversified profit sources. Moreover, we strengthened derivative trading by leveraging arbitrage trading through the preemptive operation of po- sitions. This was achieved by forecasting market variables, such as domestic and international policies, and fluctuations in demand and supply. Providing 24 hours Customer Services for Commodity Derivatives The Night Desk for commodity de- rivatives is up and running. We provide products to hedge risks 24 hours for cus- tomers exposed to the price fluctuations of raw materials. planS For 2014 In 2014, the Financial Market Business Division will continue to focus on liq- uity management and profitability. The Bank plans to issue private bonds before interest rate rises, while increasing the duration for KRW financing for sound liquidity management. Profitability will mananged through controlling in the volume of low yield short-term assets, and increasing of low-cost FC financing means such as FC deposits. Moreover, utmost attention will be on stable funding ahead of the Bank’s priva- tization and Basel III implementation. In trading, strategies will be diversified ranging from FX, arbitrage trading on derivatives to hedge trading on cur- rencies and interest rates. The goal is to complete the project to expand the FX and derivative profit base and establish an integrated trading system for the Fi- nancial Market Business Division. 155 145 135 125 115 105 95 146.7 126.7 110.5 109.3 121.6 105.2 KRW Liquidity Ratio (%) FC Liquidity Ratio (%) 126.5 118.3 125.9 120.8 Dec-11 Jun-12 Dec-12 Jun-13 Dec-13 077 2013 ANNUAL REPORTSmile for All A Sharing Bank “Hoping for social convergence driven banking that embodies the values of sharing” 078 woori bank “Woori Bank will walk at the forefront in establishing a warm-hearted banking culture that embraces our society.” Woori Bank will sincerely reinforce a responsible banking practices. Warm-heart- ed banking is not merely a means to enhance or practice corporate image for a short period of time. It is a mission and direction we should continuously initiate. Differentiated services will be offered through mutual trust with customers. Our bank will implement the ‘Boom-up’ program, a fundamental one to intensify the bank-wide execution capability under the leadership of ‘Consumer Protection A Safe Banking World Center’ for the first time in the Korean banking industries. Woori Bank will strive to ensure that all employees can embody ‘warm-hearted banking’ as a basic prin- ciple in daily operations, and enable our customers to enjoy experiencing our responsible products and services. 079 2013 ANNUAL REPORTSmile for All Social Contribution activities Woori Bank has been aligned with the growth of the country, society and customers for the past 115 years. Despite colonialism and economic troubles, the Bank has practiced the spirit of sharing as a native bank of Korea. At a time when social roles and responsibilities in banking are spotlighted, humanity, hap- piness and hopefulness as three missions will be carried out. Diverse social contribution activities unfold under the goals to realize the vision of ‘sharing love, and sharing in finance that fosters dreams and hopes.’ Woori Bank’s social contributions are not merely one-time events: employees’ act of sharing goes on continuously and practically. 080 woori bank Major SoCial ContriButionS oF Woori Bank Woori Happiness Society Program For sponsoring the underprivileged in community, Woori Bank practices the ‘Woori Happiness Society Program.’ It is a regular and continuous community- focused volunteering program by sign- ing sisterhood ties with social welfare centers in community and community childcare centers. Besides such hands-on volunteering activities, children having difficulties in participating in exterior activities during summer and winter holidays are invited to skating competitions and summer camps. In January, a skating competition was held between community child- care centers in the Seoul Plaza installed by Woori Bank in front of the City Hall building. In August, 300 children were invited to a two-day and one-night sum- mer camp for such activities as sphere observation, making T-shirts symbolizing hopefulness and offering of scholarships. In October 2013, the One Company One Village harvesting took place, so agricul- tural produce that employees harvested were given to 91 community childcare centers and 84 social welfare centers nationwide with which the Bank had signed sisterhood ties. Hosting the Sports Festival for the Dis- abled In order to facilitate the disabled to ex- ercise more in their daily life and create a location where the disabled and the able-bodied can jointly play recreational sports together, we hold annual rope jumping events. The staff at Woori Bank (including the CEO and the disabled), form a team for such sports events. Their success as a team has broken down walls and forged social integration. Building on these successes, we will con- tinue to hold Sports Festival for the Dis- abled as a responsible bank of sharing. Conducting ‘One Company, One Vil- lage’ Sponsorship Program Our ‘One Company, One Village’ spon- sorship program encourages the active exchange and shared growth between urban and rural regions. The program marked its 9th anniversary in April 2014 by supporting Yubyeolnan(Unusual/ Peculiar) Village in Anseong City, in Ko- rea’s Gyeonggi Province. We offer sup- port in the way of volunteering during harvests, creating markets for the direct sale of agricultural products, rural village experiences for our staff and custom- ers, village refurbishment and income- generating activities in rural villages. We also forged the ‘One Company One Fishing Village’ program with Mongsan- ri in South Chungcheong Province, and the ‘One Company One Mountain’ pro- gram with Namsan Mountain in Seoul for environmental preservation and natural protection. To pay tribute to our heritage, we have signed a contract to protect Hongyuneung under our ‘One Company One Cultural Property’ pro- gram. Hongyuneung is a Historic Site No.207 and a UNESCO-designated World Cultural Heritage site. It is the tomb of Korea’s Emperor Gojong, and also of King Sunjong, who paved the way for Daehan Cheonil Bank, the forerunner of Woori Bank, to be established, sponsoring it with imperial funds so that a national bank could take root. We regularly con- duct activities to protect Hongyuneung, and include a tribute ceremony as part of our new recruiting orientation, so as to enhance their appreciation of our company history. During every opening ceremony, the CEO and the management take part in a commitment event to practice ‘Cham(responsible) Keumyung(finance)’ by paying tribute to the deceased there. Woori Art Contest In 2013, the Woori Art Contest cel- ebrated its 19th anniversary, as Korea’s top art contest for artistically inclined children and youth, and a total of 35,000 kindergarden, elementary, middle and high school students took part. We also invited children from the earthquake-hit Sichuan Province in China to exert their artistic talents. We are also active in promoting educa- tional and social programs such as chil- dren’s classes in economics and financial training for the underprivileged. The children’s class of economics includes a field trip to the Woori Bank Museum and given the opportunity to open a new account, so that the children can enjoy a hands-on, money-based experience. 081 2013 ANNUAL REPORTSmile for All On December 7, 2013, ‘a joint wedding ceremony for multiracial couples’ was organized at the auditorium of the head office of Woori Financial Group. A total of 10 multicultural couples from Vietnam, the Philippines, Japan and China tied the knot. Chairman of Woori Financial Group and president of Woori Multicultural Scholarship Foundation Lee Soon-woo officiated the event with the presence of 300 guests including their families, relatives and others. Chairman Lee said during his congratula- tory speech, “I hope that the newly wed have a happy home, and we will con- tinuously support multicultural families to settle stably in Korea as members of the society through diverse programs.” Woori Financial Group will pour in more efforts to make the world a happy place for everyone including the underprivi- leged driven by self-esteem and a sense of accountability as a global financial leader. The Group also does the utmost to fulfill its social corporate responsibilities. Woori FinanCial Group initiat- inG VariouS SHarinG aCtiVitieS For MultiCultural FaMilieS Woori Financial Group put down KRW 20 billion from all its affiliates in January 2012 to launch a non-profit foundation of the Woori Multicultural Scholarship Foundation (President Lee Soon-woo). The foundation is engaged in wide- ranging programs to contribute to the development of talent among children of multicultural families and also to so- cial cohesion. Examples are scholarships for multicultural students, support for customized education programs, sup- port for educational facilities and welfare service. Since its launch, the foundation has doled out scholarships worth KRW 890 million to 1,506 students for six times, ranging from elementary school stu- dents supposedly fostering hopes and dreams to college students. Economic and financial training sessions are offered to multicultural families and their chil- dren to support their economic activities by enhancing their economic knowl- edge. Training on finance and money management, meanwhile, is available for married immigrant women. 082 woori bank Woori Smile Microcredit Woori Bank is engaged in Microcredit (Miso-credit) to spearhead the efforts in practicing socially responsible banking by supporting the financially struggling and the socially vulnerable & neglected customers. Woori Bank’s Miso-credit is a Korean-style Microcredit that helps those who can- not access institutional financial funds, and also helps companies in starting up businesses or managing their funds on a non-collateral/guarantee basis. Woori Bank led the founding of the Woori Smile Microcredit Bank with contributions from affiliates of Woori Financial Group that contributed KRW 10 billion a year for five years. The purpose of This Bank is to support those with low incomes and limited credit to be financially self-sufficient, thus enhancing the stability and comfort of their lives. This Bank has prestigious figures in the religious, academic and social welfare sectors as outside executive directors, in order to observe fairness. It has 9 branches nationwide with 29 employees to enable the active support of citizens. Major traCk reCorDS oF Woori SMile MiCroCreDit Bank By extending support for the financially vulnerable, the socially neglected and those who lack financial access, we extended Microcredit worth KRW 379 billion in 2013, leading the way in prac- ticing socially responsible financing. Microcredit services were presented with several products: ‘Woori New Hope Seed’ for low-credit lowincome customers; and ‘Transit Loan’ whereby citizens suffering from high-interest rate loans could make the transition to low-interest loans. We extended approximately KRW 52.9 billion to 3,868 cases until 2013 through Microcredit services. In 2013, its business goal is ‘Microcredit that makes citizens smile.’ Through Microcredit services which approach customers and development of custom- ized products, there was a tremendous increase in the Microcredit extensions. Woori Bank extended approximately KRW 15.6 billion to 1,354 cases in 2013 through Microcredit services (3,868 cases worth KRW 52.9 billion in accumulation). It was not a mere voluntary activity: sup- port has been given so that recipients can become self-sufficient through con- sulting, microcredit events in the forms of visiting, consulting and extending a helping hand on sites. key proDuCtS Business Start-up Loan: A loan for small-scale registered entrepreneurs to start a new business. Working Capital Loan: A loan for indi- vidual entrepreneurs (who have already been in business for over a year at an es- tablished site) to purchase products, raw materials,etc. Loan for Unregistered Entrepreneurs: A loan for small-scale unregistered entre- preneurs to do business Loan for Traditional Market Merchants for Self-Sufficiency: A loan for small- scale merchants, such as the self-em- ployed in traditional flee markets Single Parent and Multi-cultural Family Support Fund: A loan for single-parent and heads or spouses of multi-cultural families that came recommended by a social welfare center to do business The 2014 goal for the Woori Smile Micro- credit Bank is ‘Microcredit that smiles with dreams and hopes.’ We plan to expand support by exploring low income industries with high vulner- ability and to sign agreements with tra- ditional market merchant councils and associations. Meanwhile, we will secure exclusive channels for better accessibility to Microcredit. Lastly, we will stand at the forefront to share the genuine role and directions of Microcredit, cohere with society, and spread these roles and directions by ex- ploring and promoting the best practices, imbuing confidence among recipients. 2013 ANNUAL REPORT 083 083 2013 ANNUAL REPORTSmile for All employee Satisfaction We believe that a work life where the staff is happy and satisfied is the founda- tion that will provide the top services to customers. As such, we launched the Staff Satisfaction Center in 2007, devel- oping and operating various programs to enhance our staff members’ satisfac- tion in their work place. Our advanced labor-management culture is a bench- mark model in the banking sector and throughout the society. Ma jor aC tiVitieS For Woori Bank’S eMployee SatiSF aCtion anD laBor-Mana GeMent rela- tionS In 2014, we operated dynamic and inter- esting programs for employee satisfac- tion. By supporting not only workshop pro- grams where the staff participated, but also various pastime activities, we ca- tered to the cultural needs of our staff and endeavored to assist them in the formation of networks. The ‘Woori Fam- ily Energy Up’ project was designed to facilitate the psychological stability of individuals, which has been positively acclaimed by employees, and also to induce improvement in family relations. The project was to achieve both com- munication and fun elements among employees. Utmost efforts are made to practice Woori Bank’s belief that hap- piness in staff’s family drives the Bank’s competitiveness. ‘Great Fun! Woori Tong Tong Craft Studio’ ‘Great Fun! Woori Tong Tong Craft Studio’ is a fun program of Woori Bank. It is a new fun program renewed from Woori Bank’s iconic workshop program, ‘Let’s Go! Empathy Expedition Fun Program’ that was available for the past two years. Team spirit boosting programs were strengthened this time on top of the existing survival game, rafting, ATV expe- rience and walking on beautiful boule- vards. It is a program carried on for two years, and a total of 6,200 participants have joined in the iconic fun program that transformed the corporate culture in workshops at Woori Bank. ‘2014 Art is Tasteful, Pleasing Five Senses’ This is a cultural program to enable employees and their families to enjoy a richer, more leisurely life by giving them a cultural appreciation of art, musicals and classical music and satisfying their thirst for such cultural life. In 2012, they watched Mamma Mia!, a well-known musical, listened to the lecture of art critic Lee, Ju Heon, and visited the exhi- bition of Louvre Museum. In 2013, they watched Turandot, a world-renowned opera, and went to a special exhibition of Van Gogh along with a lecture. They can now enjoy a more vibrant and in- teresting work life, thanks to the various cultural programs that enable efficient and satisfying leisure time and thereby boost their interest in culture and the arts. In 2014, more interesting and fruitful cultural programs will be available. At a 084 woori bank time when the quality of life is ever more spotlighted, ‘2014 Art is Tasteful, Pleasing Five Senses’ is Woori Bank’s iconic cultural voucher program that fully reflects this current trend. Wide-ranging Family Care Programs Recognizing that the concept of family was confined to employees’ children, it was broadened to cover not only chil- dren but also their parents and spouses. For the past three years, employees and their families amounting to 8,000 people took part in the ‘Family Weekend Journey.’ A program for communication and healing among employees and their children was offered along with a surprise school visit program to boost children’s morale. Another new program was ‘Family Trip with Love for Parents’ to rethink the concept of filial piety for par- ents. Such endeavors drove Woori Bank to establish itself as a company that does the best for family happiness through all- round family care. eStaBliSHinG an aDVanCeD la- Bor-ManaGeMent Culture tHat CreateS ValueS We formed and operated a labor-man- agement task force team to enhance the HR/training systems, as well as a joint labor-management training, in order to facilitate the official communication channel between the two groups and strengthen professional competencies in their relations. As a result of encouraging the chan- n e l s , w e h e l d t h e ’ Wo o r i Fa m i l y Hanmadang(get together as ‘One’) Festi- val’, joint labor-management workshops and the 2013 Q1 Labor-Management Council meeting. Fruitful results were borne from the joint program to strengthen the competency in the labor-management relations: benchmarking the HR system of over- seas financial institutions for the labor- management; and conducting ‘Joongang Economy HR Training Institute’, a master course for the labor union. Moreover, we formed a joint labor-management task force to improve the HR/ training systems, thus spearheading the efforts to establish a harmonious culture of the labor-management. planS For 2014 Believing that staff satisfaction leads to customer satisfaction, various staff mem- ber satisfaction programs and labor- management harmony models, are sought after. We will continue to develop programs conducive to form self-realization, while satisfy the various interests of our staff who seek a better life. The quality of customer service and the value of Woori Bank will drastically improve whenever our staff is satisfied. In order to satisfy every staff members’ happiness (which will ultimately lead to customer happi- ness), we will stand in the forefront and ensure the timely realization of our staff’s satisfaction and the harmonious labor- management. 085 2013 ANNUAL REPORTSmile for All 087 Management’s Discussion and Analysis 092 Woori Finance Holdings Co., Ltd. and Subsidiaries Consolidated Statements of Financial Position 095 Independent Auditors’ Report MANAGEMENT’S DISCUSSION AND ANALYSIS AS OF DECEMBER 31, 2013 AND 2012 AND JANUARY 1, 2012 The term ‘the Bank’, as used in this MD&A, refers to Woori Bank, unless otherwise indicated. Summary of Management Performance 2013 was a year of difficulties in the overall management environment for banks due to domestic and overseas economic slowdown and corporate defaults amid the continuum of uncertainties in the global market, especially, in the U.S. and China. The Bank’s total assets carried on a continued growth up to KRW 249,985 billion, up KRW 1,438 billion from the previous year, but the 2013 net income decreased KRW 1,031 billion to KRW 466 billion. This was primarily due to a drop in the net interest margin, reduced gain on sell-off of marketable securities amid the low growth and interest rate in the domestic economy, and higher bad debts expenses as a result of restructuring in large enterprises. 2014 is expected to witness a steady turnaround in the economy at home and abroad, but the financial environment is unlikely to be all that rosy due to delays in turning insolvent companies around, and increases in household debt burdens. Nevertheless, the Bank will secure a stable profit base by focusing on substantial growth driven by high-yield assets, maintaining the net interest margin at an appropriately high level and increasing non-interest income including various fees. Management Performance Summarized Consolidated Income Statement (Unit: KRW Billion) Operating income Net interest income Net fee income SG&A Expense Other operating income (expense) Non-operating income Income before income tax Income tax expense Profit from continuing operations Profit from discontinued operations Net income Net income attributable to shareholder Net income attributable to the non-controlling interest 2013 464 4,420 813 2,679 -2,090 53 517 81 436 30 466 465 1 2012 1,451 4,774 837 2,591 -1,569 53 1,504 261 1,243 253 1,496 1,496 0 Amount -987 -354 -24 88 -521 - -987 -180 -807 -223 -1,030 Change (%) -68.0 -7.4 -2.9 3.4 -33.2 - -65.6 -69.0 -64.9 -88.1 -68.9 The Bank’s net income amounted to KRW 466 billion, down 68.9% from the previous year in 2013. This is mostly attributable to several factors: a drop in interest income of KRW 354 billion due to a continued cut in a Net Interest Margin (NIM) amid the low growth and interest rate; shrinkage in gain on sell-off of marketable securities; and the intensive accumulation of reserves against uncertainties on the economic recovery. 2013 ANNUAL REPORT 087 MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Interest Income and Expenses (Unit: KRW Billion) Interest Income Interest on Loans Interest on Securities Other Interest Income Interest Expense Interest on Depository Liabilities Interest on Borrowings Interest on Debentures Issued Other Interest Expense Net Interest Income 2013 9,130 8,003 964 163 4,710 3,646 692 237 135 4,420 2012 10,511 9,029 1,308 174 5,737 4,507 812 312 106 4,774 Amount -1,381 -1,026 -344 -11 -1,027 -861 -120 -75 29 -354 Change (%) -13.1 -11.4 -26.3 -6.3 -17.9 -19.1 -14.8 -24.0 27.4 -7.4 The Bank’s 2013 interest income was KRW 4,420 billion, down 7.4% from the previous year. Due to a decreasing trend of the market interest rate, interest income and expense alike went down year-on-year. A drop in interest income resulted from interest rate deduction of loans denominated in domestic currencies, amid increases in new loans to high networth SMEs and public agencies. The Bank will implement intensive measures to effectively manage profitability and minimize NIM deductions by raising low-cost deposits, improving asset and liability structure, diversifying our portfolios in financing and acquiring assets. Impairment Losses (for Loans, Other Receivables, Guarantees and Unused Commitments) (Unit: KRW Billion) On Loans Bad Debt Expenses Reversal of Provision for Loan Losses and Receivables On Provisions Loan Loss Provisions Reversal of Provision Total 2013 1,998 2,024 26 81 95 14 2012 1,656 1,698 42 -6 73 79 2,079 1,650 Amount 342 326 -16 87 22 -65 429 Change (%) 20.7 19.2 -38.1 -1.450.0 30.1 -82.3 26.0 The Bank’s impairment losses in 2013 stood at KRW 2,079 billion, up 26.0% from the previous year. This is attributable to increases in NPLs caused by deterioration of the asset quality of troubled corporates amid the prolonged economic slowdown at home and abroad, and increases in bad debt expenses amid pre-emptive corporate restructuring. 088 woori bank MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 SG&A Expenses (Unit: KRW Billion) Salaries Salaries for Temporary Employees Retirement Benefits and Termination Benefits Depreciation General Administrative Expenses Rental Expenses Computer & Software Others Total 2013 1,563 1,399 164 131 985 213 242 530 2012 1,487 1,343 144 129 975 204 242 529 2,679 2,591 Amount 76 56 20 2 10 9 - 1 88 Change (%) 5.1 4.2 13.9 1.6 1.0 4.4 - 0.2 3.4 The Bank’s SG&A expenses reached KRW 2,679 billion, up 3.4% year-on-year, nevertheless, the Bank maintains a low level of SG&A ratio (51.3%) compared to other major commercial banks in Korea. Utmost efforts will be implemented to manage adequate SG&A expenses by maintaining a conservative level of salaries, continuing to cut down other expenses, and improving efficiencies in total bank management. Non-Operating Income (Unit: KRW Billion) Non-Operating Income Gain on Valuation of Investment for Associates Gain on Disposal of Investment in Associates Rental Income Other Operating Income Non-Operating Expense Donations Depreciation in Real Estate Properties Others Total Non-Operating Income 2013 170 31 20 16 103 117 48 3 66 53 2012 157 39 25 16 77 104 63 3 38 53 Amount 13 -8 -5 - 26 13 -15 - 28 - The Bank’s non-operating income in 2013 recorded KRW 53 billion, the same amount as the previous year. Change (%) 8.3 -20.5 -20.0 - 33.8 12.5 -23.8 - 73.7 - 089 2013 ANNUAL REPORT MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Summarized Consolidated Financial Statements (Unit: KRW Billion) Assets Cash and Cash Equivalents Financial Assets Loans and Bonds Receivable Investment Assets of Related Companies Other Assets Liabilities Depository Liabilities Borrowings Bonds Issued Other Liabilities Shareholders’ Equity 2013 249,985 5,472 33,335 207,361 546 3,271 231,634 175,209 17,264 16,089 23,072 18,350 2012 248,547 4,594 39,819 200,208 550 3,376 229,952 169,216 17,447 17,842 25,447 18,595 Amount 1,438 878 -6,484 7,153 -4 -105 1,682 5,993 -183 -1,753 -2,375 -245 Change (%) 0.6 19.1 -16.3 3.6 -0.7 -3.1 0.7 3.5 -1.0 -9.8 -9.3 -1.3 The Bank’s total assets in 2013 increased to KRW 249,985 billion, up 0.6% or KRW 1,438 billion from the previous year. Despite the spin-off of the credit card division leading to reduction in assets, it was compensated by increases in loans in KRW. As for total liabilities, bond issuance dropped KRW 1,753 billion and other liabilities decreased KRW 2,375 billion. However, depository liabilities went up by KRW 5,993 billion, thus increasing total liabilities by KRW 1,682 billion or 0.7% year-on-year. As for total shareholders’ equity, new capital securities worth KRW 700 billion were issued during the same period, but shareholders’ equity dropped due to the spin-off of the credit card division, cutting the total volume by 1.3% or KRW 245 billion. Loans/Depository Liabilities (Unit: KRW Billion) Loans Loans in Local Currency Loans in Foreign Currencies Domestic Usance Bills Credit Card Receivables Bills Bought in Foreign Currency Others (Provisions for Bad Debts) Depository Liabilities Depository Liabilities in Local Currency CD Other Deposits Depository Liabilities in Foreign Currencies (Present Value Discount Account) 2013 186,478 155,918 9,996 4,958 5 4,235 14,525 -3,159 175,209 159,670 3,297 - 12,284 -42 2012 175,985 144,616 9,505 4,893 4,117 4,129 11,691 -2,966 169,216 152,558 1,144 4,459 11,065 -10 Amount 10,493 11,302 491 65 -4,112 106 2,834 193 5,993 7,112 2,153 -4,459 1,219 32 Change (%) 6.0 7.8 5.2 1.3 -99.9 2.6 24.2 6.5 3.5 4.7 188.2 -100.0 11.0 320.0 The Bank’s loans in 2013 went up KRW 10,493 billion, that is, 6.0% from the previous year. This is mainly because loans in KRW went up 7.8%, or KRW 11,302 billion due to scale-up of new loans to high networth SMEs, and public agencies, but credit card receivables, as a result of the spin-off, went down by KRW 4,112 billion. 090 woori bank MANAGEMENT’S DISCUSSION AND ANALYSIS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Asset Quality (Unit: %) NPL Ratio NPL Coverage Ratio Delinquency Rate 2013 2.99 82.27 1.14 2012 1.66 146.92 1.20 Change (%p) 1.33 △64.65 △0.06 The volume of NPLs increased in 2013 due to asset quality deterioration of corporates such as STX Group and Ssangyong Engineering & Construction. Moreover, as more stringent loan classification standards were applied (guided by FSS) especially in shipbuilding industries than the previous year, the NPL ratio increased to 2.99%, up 1.33%p from the previous year, and the NPL Coverage ratio decreased. Capital Adequacy (Unit: KRW Billion) BIS Equity Capital Risk Weighted Assets (RWA) BIS Ratio Tier 1 2013 20,382 131,313 15.52% 12.68% 2012 20,504 139,532 14.70% 11.35% Change △122 △8,219 0.82%p 1.33%p The credit card division spin-off dropped both shareholders’ equity and Risk Weighted Assets (RWA). BIS Equity Capital dropped KRW 122 billion year-on-year due to additional issuance of hybrid Tier 1, while RWA decreased KRW 8,219 billion year-on-year, raising the BIS ratio by 0.82%p year-on-year to 15.52%, and thus improving the overall capital adequacy level. Key Performance Indicators (Unit: %) Return on Assets (ROA) Return on Equity (ROE) Net Interest Spread (NIS) in KRW Net Interest Margin (NIM) 2013 0.22 2.93 2.24 1.82 2012 0.49 6.89 2.85 2.35 Change (%p) △0.27 △3.96 △0.61 △0.53 The environment for managing banks in 2013 faltered with weaker profitability and asset quality due to delays in economic improvement at home and abroad. Income plummeted as a result of shrinkage in interest income, reduction of gains from selling of securities, and accumulation of reserves under the application of more stringent asset quality standards. As a result, the Return on Assets (ROA) and Return on Equity (ROE) dropped 0.27%p and 3.96%p, respectively from the previous year. Moreover, Net Interest Margin (NIM) dropped 0.53% year-on-year to 1.82% as a result of interest income reduction caused by low interest rate environment and spin-off of credit card division. 091 2013 ANNUAL REPORT WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2013 AND 2012 AND JANUARY 1, 2012 WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2013 AND 2012 AND JANUARY 1, 2012 December 31, 2013 December 31, 2012 (Korean Won in millions) January 1, 2012 ASSETS Cash and cash equivalents Financial assets at fair value through profit or loss Available-for-sale financial assets Held-to-maturity financial assets Loans and receivables Investments in joint ventures and associates Investment properties Premises and equipment Intangible assets and goodwill Assets held for sale Current tax assets Deferred tax assets Derivative assets Other assets Disposal group held for sale (Note 1) Disposal group held for distribution to owners (Note 2) Total assets LIABILITIES Financial liabilities at fair value through profit or loss Deposits due to customers Borrowings Debentures Provisions Net defined benefit liability Current tax liabilities Deferred tax liabilities Derivative liabilities Other financial liabilities Other liabilities Liabilities directly associated with disposal group held for sale (Note 1) Liabilities directly associated with disposal group held for distribution to owners (Note 2) Total liabilities EQUITY 5,477,649 4,806,197 17,085,448 12,038,820 211,912,373 617,570 340,620 2,536,441 268,926 587 143,101 155,256 131,410 178,886 34,684,805 50,312,293 340,690,382 5,778,390 27,352,216 18,888,923 18,684,801 250,275,551 1,037,930 491,685 3,185,543 433,407 83,347 38,667 155,439 281,069 414,846 - - 327,101,814 6,417,964 26,844,973 19,698,348 20,036,128 235,317,520 928,233 498,999 3,134,472 447,891 56,243 57,512 79,505 326,840 377,062 - - 314,221,690 2,507,248 175,323,644 18,231,511 21,677,674 684,799 71,602 9,980 49,105 1,785 19,914,947 411,278 32,047,626 10,985,765 9,621,546 204,209,580 197,378,565 34,667,740 29,265,833 892,308 119,704 274,257 270,033 33,493 19,023,665 570,038 - 33,479,716 27,959,969 863,658 166,296 178,791 134,481 38,000 25,544,410 508,072 - 46,882,414 317,813,613 - 304,068,738 292,117,182 - Owners’ equity: Capital stock Hybrid securities Capital surplus Other equity Retained earnings Equity directly associated with disposal group held for sale Equity directly associated with disposal group held for distribution to owners Non-controlling interests Total equity Total liabilities and equity 17,847,633 4,030,077 498,407 176,502 (35,367) 13,112,690 29,820 18,695,919 4,030,077 498,407 174,044 112,013 13,881,378 - 17,555,085 4,030,077 309,010 175,768 563,074 12,477,156 - 35,504 5,029,136 22,876,769 340,690,382 - 4,337,157 23,033,076 327,101,814 - 4,549,423 22,104,508 314,221,690 092 woori bank WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI FINANCE HOLDINGS CO., LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 2013 2012 (Korean Won in millions, except per share data) Interest income Interest expense Net interest income Fees and commissions income Fees and commissions expense Net fees and commissions income Dividend income Net gain (loss) on financial instruments at fair value through profit or loss Net gain (loss) on available-for-sale financial assets Impairment losses due to credit loss Other net operating expenses Operating income Share of profits (losses) of joint ventures and associates Other net non-operating income Non-operating income Net income before income tax expense Income tax expense Net income from continuing operations Net income (loss) from discontinued operations Net income (loss) Remeasurement of the net defined benefit liability Items that will not be reclassified to profit or loss Loss on available-for-sale financial assets Share of other comprehensive income (loss) of joint ventures and associates Loss on foreign currency translation of foreign operations Gain (loss) on valuation of cash flow hedge Items that may be reclassified to profit or loss Other comprehensive loss, net of tax Total comprehensive income (loss) Net income attributable to: Net income (loss) attributable to owners Income from continuing operations Income (loss) from discontinued operations (Note 1, 2) Net income (loss) attributable to non-controlling interests Income from continuing operations Income (loss) from discontinued operations (Note 1, 2) Total comprehensive income attributable to: Comprehensive income (loss) attributable to owners Comprehensive income (loss) attributable to non-controlling interests Basic and diluted earnings (losses) from continuing and discontinued operations per share Basic and diluted earnings from continuing operations per share 9,493,383 (5,001,361) 4,492,022 1,565,224 (638,723) 926,501 87,641 123,900 (85,242) (2,277,260) (3,027,995) 239,567 (1,277) 49,377 48,100 10,891,241 (6,043,341) 4,847,900 1,686,885 (497,535) 1,189,350 101,063 (364,894) 533,148 (1,799,029) (2,958,031) 1,549,507 44,515 43,898 88,413 287,667 1,637,920 (35,096) (356,840) 252,571 (966,006) (713,435) 9,217 9,217 (50,953) (6,375) (59,824) (2,412) (119,564) (110,347) (823,782) (537,688) 162,011 (699,699) (175,747) 90,560 (266,307) (623,695) (200,087) (704) 165 1,281,080 566,599 1,847,679 (51,297) (51,297) (349,481) 56,855 (107,509) 13,091 (387,044) (438,341) 1,409,338 1,633,341 1,164,431 468,910 214,338 116,649 97,689 1,176,805 232,533 1,993 1,411 093 2013 ANNUAL REPORT - 1 - Note 1) Disposal group held for sale and net income (loss) from discontinued operations In accordance with Public Funds Oversight Committee’s plan of the privitisation of Woori Finance Holdings Co., Ltd. on 26 June 2013, the Parent company announced the sales plan of Woori Investment Securities Co., Ltd, Woori Financial Co., Ltd., Woori F&I Co., Ltd., Woori Asset Management Co., Ltd., Woori Aviva Life Insurance and Woori Savings Bank on August 16, 2013. During December 2013, the Parent company selected the preferred potential buyers, and the negotiation to reach at the final agreement for the deal is still ongoing at the end of 2013. Therefore, the Parent company classified the related assets and liabilities of Woori Investment Securities Co., Ltd, Woori Financial Co., Ltd., Woori F&I Co., Ltd., Woori Asset Management Co., Ltd., Woori Aviva Life Insurance and Woori Savings Bank into disposal group held for sale and presented net income (loss) from discontinued operations as at the end of 2013. In addition, the comparative consolidated states of comprehensive income for the year ended December 31, 2012 was restated accordingly. The Group measured a disposal group as held for sale at the lower of its carrying amount and the net fair value and the impairment loss on disposal group held for sale was recognized 793,108 million Won and was included in income (loss) from discontinued operations of comprehensive income for the year ended December 31, 2013. Note 2) Disposal group held for distribution to owners and net income (loss) from discontinued operations In accordance with Public Funds Oversight Committee’s plan of the privitisation of Woori Finance Holdings Co., Ltd. on 26 June 2013, the Board of Directors of the Parent company approved the plan of demerger of Kyongnam Bank Co., Ltd. and Kwangju Bank Co., Ltd. on August 27, 2013. The demerger is to take place through distributing of the shares of newly established holding companies, which are receiving the investments in Kyongnam Bank Co., Ltd. and Kwangju Bank Co., Ltd., to the shareholders of the Parent company and it is scheduled to be effective on May 1, 2014 in accordance with the plan. Therefore, the Parent company classified the related assets and liabilities of Kyongnam Bank Co., Ltd. and Kwangju Bank Co., Ltd. into disposal group held for distribution to owners as at the end of 2013. The impairment loss on disposal group held for distribution to owners is recognized 40,658 million Won the year ended December 31, 2013. 094 woori bank INDEPENDENT AUDITORS’ REPORT Deloitte Anjin LLC 9Fl., One IFC, 10, Gukjegeumyung-ro, Youngdeungpo-gu, Seoul 150-945, Korea Tel : +82 (2) 6676 1000 Fax: +82 (2) 6674 2114 www.deloitteanjin.co.kr INDEPENDENT AUDITORS’ REPORT (cid:3) English Translation of a Report Originally Issued in Korean (cid:3) To the Shareholder and the Board of Directors of Woori Bank We have audited the accompanying consolidated financial statements of Woori Bank and its subsidiaries (the “Group”). The financial statements consist of the consolidated statements of financial position as of December 31, 2013 and December 31, 2012 and January 1, 2012, respectively, and the related consolidated statements of comprehensive income, changes in equity and cash flows, all expressed in Korean won, for the years ended December 31, 2013 and 2012, respectively. The Group’s management is responsible for the preparation and fair presentation of the consolidated financial statements and our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the Republic of Korea. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Group as of December 31, 2013 and December 31, 2012 and January 1, 2012, respectively, and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012, respectively, in conformity with Korean International Financial Reporting Standards (“K-IFRS”). Accounting principles and auditing standards and their application in practice vary among countries. The accompanying consolidated financial statements are not intended to present the financial position, results of operations and cash flows in accordance with accounting principles and practices generally accepted in countries other than the Republic of Korea. In addition, the procedures and practices utilized in the Republic of Korea to audit such financial statements may differ from those generally accepted and applied in other countries. Accordingly, this report and the accompanying consolidated financial statements are for use by those knowledgeable about Korean accounting procedures and auditing standards and their application in practice. As the other matter that does not have any impact on our audit opinion, as described in Note 2, the Group applied the new accounting standards, which have been adopted for 2013, including K-IFRS 1110 – “Consolidated Financial Statements”, retrospectively, and therefore the accompanying comparative consolidated financial statements were restated, accordingly. March 3, 2014 Notice to Readers This report is effective as of March 3, 2014, the auditors’ report date. Certain subsequent events or circumstances may have occurred between this auditors’ report date and the time the report is read. Such events or circumstances could significantly affect the accompanying consolidated financial statements and may result in modifications to the auditors’ report. Deloitte refers to one or more of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”), its network of member firms, and their related entities. DTTL and each of its member firms are legally separate and independent entities. DTTL (also referred to as “Deloitte Global”) does not provide services to clients. Please see www.deloitte.com/abou t for a more detailed description of DTTL and its member firms. Member of Deloitte Touche Tohmatsu Limited 095 2013 ANNUAL REPORT WOORI BANK AND SUBSIDIARIES WOORI BANK AND SUBSIDIARIES CONSOLIDATED FINANCIAL STATEMENTS AS OF DECEMBER 31, 2013 AND 2012, AND JANUARY 1, 2012 AND FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 The accompanying consolidated financial statements including all footnote disclosures were prepared by and are the responsibility of the management of the Group. Soon Woo Lee Chairman and Chief Executive Officer 096 woori bank WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2013 AND 2012 AND JANUARY 1, 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2013 AND 2012 AND JANUARY 1, 2012 ASSETS Cash and cash equivalents (Note 6) Financial assets at fair value through profit or loss (Notes 7, 11 and 19) Available-for-sale financial assets (Notes 8, 11 and 19) Held-to-maturity financial assets (Notes 9, 11 and 19) Loans and receivables (Notes 10, 11 and 19, 45) Investments in associates (Note 13) Investment properties (Note 14) Premises and equipment, net (Note 15) Intangible assets, net (Note 16) Other assets (Note 17) Current tax assets (Note 42) Deferred tax assets (Note 42) Derivative assets (Notes 11 and 26) Assets held-for-sale (Note 18) Total assets LIABILITIES Financial liabilities at fair value through profit or loss (Notes 11 and 20) Deposits due to customers (Notes 11, 21 and 45) Borrowings (Notes 11and 22) Debentures (Notes 11 and 22) Provisions (Note 23) Net defined benefit liabilities (Note 24) Current tax liabilities Other financial liabilities (Notes 11 and 25) Other liabilities (Notes 25 and 45) Deferred tax liabilities Derivative liabilities (Notes 11 and 26) Total liabilities (Continued) Korean Won December 31, 2013 December 31, 2012 January 1, 2012 (In millions) 5,472,425 4,593,736 5,390,108 4,398,132 10,989,236 12,498,726 16,897,731 14,488,547 14,682,791 12,038,820 14,341,506 15,400,425 207,360,680 546,188 333,834 2,369,213 76,016 161,258 136,713 61,764 131,410 587 249,984,771 200,208,325 550,332 346,182 2,385,680 108,920 178,592 2,354 82,580 269,414 1,239 248,546,643 192,048,328 376,337 349,459 2,345,960 147,387 225,532 3,082 8,927 326,413 2,258 243,805,733 2,631,037 3,468,696 3,509,566 175,209,309 17,264,362 16,088,973 618,225 39,370 8,889 19,401,628 322,932 45,274 4,441 231,634,440 169,216,255 17,446,930 17,841,978 579,441 65,937 136,517 20,771,744 383,678 16,699 23,827 229,951,702 165,453,124 19,175,674 19,811,813 585,384 22,227 206,366 16,281,271 444,551 135,441 25,582 225,650,999 097 2013 ANNUAL REPORT WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (CONTINUED) AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2013 AND DECEMBER 31, 2012 (CONTINUED) EQUITY OWNER’S EQUITY Capital stock (Note 28) Hybrid equity securities (Note 28) Capital surplus (Note 28) Other equity (Note 29) Retained earnings (Note 30) (Regulatory reserve for credit loss as of December 31, 2013, December 31, 2012 and January 1, 2012 is (cid:2936)1,384,199 million, (cid:2936)1,123,866 million and nil, respectively Unreserved regulatory reserve for credit loss as of December 31, 2013, December 31, 2012 and January 1, 2012 is nil Regulatory reserve for credit loss to be reversed (reserved) as of December 31, 2013, December 31, 2012 and January 1, 2012 is (cid:2936)133,862 million, (cid:2936) (-)260,333million and (cid:2936) (-)1,123,866 million, respectively Planned reversal(provision) of regulatory reserve for credit loss as of December 31, 2013, December 31, 2012 and January 1, 2012 is (cid:2936)133,862 million, (cid:2936) (-)260,333million and (cid:2936) (-)1,123,866 million, respectively) (Note 31) NON-CONTROLLING INTERESTS Total equity Total liabilities and equity Korean Won December 31, 2013 December 31, 2012 January 1, 2012 (In millions) 2,983,452 2,380,797 734,671 5,483 3,829,783 1,681,807 812,016 68,570 3,829,783 1,681,807 812,016 524,202 12,239,195 18,343,598 6,733 18,350,331 249,984,771 12,195,154 18,587,330 11,298,984 18,146,792 7,611 18,594,941 248,546,643 7,942 18,154,734 243,805,733 See accompanying notes to consolidated financial statements. 098 woori bank WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 OPERATING INCOME Net interest income (Notes 33 and 45): Interest income Interest expense Net fees and commissions income (Notes 34 and 45): Fees and commissions income Fees and commissions expense Dividend income (Notes 35 and 45) Korean Won 2013 2012 (In millions, except for income per share amount) 9,130,333 (4,710,456) 4,419,877 10,510,967 (5,736,548) 4,774,419 974,560 (161,395) 813,165 79,904 984,435 (147,316) 837,119 91,513 Gain (loss) on financial instruments at fair value through profit or loss (Note 36) 122,179 (360,939) Gain (loss) on available-for-sale financial assets (Note 37) (80,165) 548,674 Impairment losses for loans, other receivables, guarantees and unused commitments (Notes 39 and 45) (2,079,608) (1,649,251) General and administrative expenses (Note 40) : (2,679,026) (2,590,787) Net other operating income (expenses) (Notes 40 and 45) NON-OPERATING INCOME Share of profits (losses) of associates (Notes 13 and 41): Other non-operating income (Note 41) (131,894) 464,432 (199,296) 1,451,452 2,340 51,056 53,396 27,426 25,696 53,122 NET INCOME BEFORE INCOME TAX EXPENSE 517,828 1,504,574 INCOME TAX EXPENSE (Note 42) (81,030) (260,713) PROFIT FROM CONTINUING OPERATIONS PROFIT FROM DISCONTINUED OPERATIONS (Note 46) NET INCOME (Note 31) (Net income after the provision(reversal) of regulatory reserve for credit loss for the years ended December 31, 2013 and 2012 are (cid:2936)600,136 million and (cid:2936)1,236,584 million, respectively) (Continued) 436,798 29,476 1,243,861 253,056 466,274 1,496,917 099 2013 ANNUAL REPORT WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (CONTINUED) Net income attributable to the owner Profit from continuing operations Profit from discontinued operations Net income attributable to the non-controlling interests Profit from continuing operations Profit from discontinued operations OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX Items that are not reclassified as profit or loss Re-measurement of defined benefit plans Items that are reclassified as profit or loss Loss on valuation of available-for-sale financial assets Share of other comprehensive income (loss) on investments in associates Loss on overseas business translation Gain on valuation of cash flow hedge TOTAL COMPREHENSIVE INCOME Comprehensive income attribute to the owner Comprehensive income attribute to the non-controlling interests NET INCOME PER SHARE: (In Korean Won) (Note 43) Continuing and discontinued operations Basic earnings per common share Diluted earnings per common share Continuing operations Basic earnings per common share Diluted earnings per common share Korean Won 2013 2012 (In millions, except for income per share amount) 435,790 29,476 465,266 1,008 - 1,008 6,877 (20,167) 1,055 (54,185) 1,447 (64,973) 401,301 402,180 1,243,190 253,056 1,496,246 671 - 671 (48,826) (334,889) 1,210 (75,114) 983 (456,636) 1,040,281 1,040,613 (879) (332) 539 516 490 470 1,895 1,795 1,532 1,465 See accompanying notes to consolidated financial statements. 100 woori bank WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 Other equity (Unit: Korean Won in millions) Capital stock 3,829,783 Hybrid equity securities 1,681,807 - 3,829,783 - - - 1,681,807 - - Capital surplus 812,016 - 812,016 - - Gain (loss) on valuation of available-for- sale financial assets 543,428 Gain (loss) on valuation of cash flow risk hedge (2,430) Gain (loss) on overseas business translation (1,120) (763) 542,665 - - - (2,430) - - - (1,120) - - - - - (334,889) - - - - - - - 3,829,783 - - - - - 1,681,807 3,829,783 - - 1,681,807 - - - - - - - 812,016 812,016 - - - - - - - 207,776 207,776 - - - - - - - - - - (5,370) - - - - 698,990 - 2,380,797 - - - - - (77,345) 734,671 - - - - - (14,797) 187,609 (846,331) 2,983,452 - - 983 - - (1,447) (1,447) - - - - - 1,447 - - - - - (74,112) - - - (75,232) (75,232) - - - - (52,299) - - - - (127,531) Share of other comprehensive loss of associates Re- measurement component of defined benefit (1,491) - (1,491) - - - 1,210 - - - - (281) (281) - - - 1,055 - - - - - 774 - (13,420) (13,420) - - - - - - (48,826) - (62,246) (62,246) - - - - - - 6,657 - 220 (55,369) Others (2) Retained earnings 11,256,207 Total owner’s equity 18,118,198 - (2) - - 42,777 11,298,984 (600,075) 1,496,246 28,594 18,146,792 (600,075) 1,496,246 Non- controlling interests 7,942 - 7,942 - 671 Total equity 18,126,140 28,594 18,154,734 (600,075) 1,496,917 - - 1 - - 1 - - - - - - - - - - - - - (334,889) - (334,889) - - - - (1) 12,195,154 1,210 (74,111) 983 (48,826) - 18,587,330 - (1,002) - - - 7,611 1,210 (75,113) 983 (48,826) - 18,594,941 12,195,154 (309,478) 465,266 18,587,330 (309,478) 465,266 7,611 - 1,008 18,594,941 (309,478) 466,274 - (5,370) - (5,370) - - - - - (111,747) 12,239,195 1,055 (52,299) 1,447 6,657 698,990 (1,050,000) 18,343,598 - (1,886) - - - - 6,733 1,055 (54,185) 1,447 6,657 698,990 (1,050,000) 18,350,331 January 1, 2012 Effect of changes in accounting policy January 1, 2012 (Restated) Dividends Net income Valuation of available-for-sale financial assets Valuation of investments in associates Translation of overseas business Cash flow hedge Actuarial loss and others Others Balance as of December 31, 2012 January 1, 2013 Dividends Net income Valuation of available-for-sale financial assets Valuation of investments in associates Translation of overseas business Cash flow hedge Actuarial gain Issuance of hybrid equity securities Credit card division spin-off Balance as of December 31, 2013 See accompanying notes to consolidated financial statements 101 2013 ANNUAL REPORT WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustment to net income: Interest income Interest expense Dividend income Income tax expense Additions of expenses not involving cash outflows: Loss on available-for-sale financial assets Impairment loss for loans, other receivables, guarantees and unused commitments Retirement benefits Loss on derivatives for hedging Loss on fair value hedged items Loss on investments in associates Loss on disposals of investments in associates Loss on disposals of premises and equipment, intangible assets and investment properties Depreciation and amortization of premises and equipment, intangible assets and investment properties Impairment loss on premises and equipment, intangible assets and investment properties Loss on other provisions Deductions of revenue not involving cash inflows: Gain on available-for-sale financial assets Gain on derivatives for hedging Gain on fair value hedged items Gain on valuation of investments in associates Gain on disposals of investments in associates Gain on disposals of premises and equipment, intangible assets and investment properties Reversal of impairment loss on premises and equipment, intangible assets and other assets Gain on other provisions Korean Won 2013 2012 (In millions) 466,274 (cid:71) 1,496,917 (9,352,343) 4,741,108 (84,140) 90,441 (4,604,934) (11,487,893) 5,853,428 (94,847) 341,504 (5,387,808) 79,138 2,106,423 109,059 119,776 13,505 28,730 4,464 642 135,547 943 31,577 2,629,804 - 11,487 127,558 31,070 19,974 8,717 46 100 198,952 - 1,798,296 88,505 49,956 43,817 11,389 167 346 135,406 1,942 26,509 2,156,333 552,788 39,232 43,879 38,815 25,102 1,549 356 3,141 704,862 (Continued) 102 woori bank WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (CONTINUED) Changes in operating assets and liabilities: Financial instruments at fair value through profit or loss Loans and receivables Other assets Deposits due to customers Provisions Other financial liabilities Other liabilities Interest income received Interest expense paid Dividend received Income taxes paid Net cash provided by operating activities CASH FLOWS FROM INVESTING ACTIVITIES: Cash in-flows from investing activities: Disposals of available-for-sale financial assets Repayment of held-to-maturity financial assets Disposals of investments in associates Disposals of investment properties Disposals of premises and equipment Disposals of intangible assets Disposals of assets held-for-sale Increase in hedging derivative contract Cash out-flows from investing activities: Acquisitions of available-for-sale financial assets Acquisitions of held-to-maturity financial assets Acquisitions of investments in associates Acquisitions of premises and equipment Acquisitions of intangible assets Decrease in hedging derivative contracts Cash out-flows from credit card division spin-off Net cash provided by (used in) investing activities (Continued) Korean Won 2013 2012 (In millions) 5,753,435 (12,931,478) 15,445 5,983,537 (132,974) (697,766) 13,771 (1,996,030) 9,291,048 (5,026,518) 84,051 (357,914) 286,829 20,561,098 5,620,597 77,397 5,212 12,547 3,233 7,258 2,830 26,290,172 22,942,791 3,485,227 - 76,606 18,713 3,467 375,175 26,901,979 (611,807) 1,469,108 (9,255,181) 33,956 3,760,354 (143,743) 4,477,279 (12,817) 328,956 11,553,329 (5,870,170) 94,848 (444,888) 3,222,655 17,389,744 9,795,378 15,171 - 7,539 566 1,725 - 27,210,123 17,518,312 9,024,781 59,918 131,850 9,423 1,936 - 26,746,220 463,903 103 2013 ANNUAL REPORT WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI BANK AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 (CONTINUED) CASH FLOWS FROM FINANCING ACTIVITIES: Cash in-flows from financing activities: Increase in borrowings Issuance of debentures Issuance of hybrid equity securities Cash out-flows from financing activities: Repayment of borrowings Repayment of debentures Dividends paid Net cash provided by (used in) financing activities Korean Won 2013 2012 (In millions) 4,708,252 6,024,668 698,990 11,431,910 4,891,147 4,940,464 304,428 10,136,039 1,295,871 3,977,649 5,390,611 - 9,368,260 5,707,281 7,367,677 609,251 13,684,209 (4,315,949) EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (92,204) (166,981) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 878,689 (796,372) CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR (Note 6) 4,593,736 5,390,108 CASH AND CASH EQUIVALENTS, END OF THE YEAR (Note 6) 5,472,425 4,593,736 See accompanying notes to consolidated financial statements. 104 woori bank WOORI BANK AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 WOORI BANK AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012 I. GENERAL (1) The Parent Company Woori Bank (hereafter referred to as, the “Bank” or the “Company” or the “Parent Company ”), which is the parent company in accordance with Korean International Financial Reporting Standards (“K-IFRS”) 1110 – Consolidated Financial Statements was established in 1899 and is engaged in the commercial banking business under the Banking Law, trust business under the Financial Investment Services and Capital Market Act and foreign exchange business with approval from the Bank of Korea (“BOK”) and the Ministry of Finance and Economy (“MOFE”). On March 27, 2001, Korea Deposit Insurance Corporation (“KDIC”) established Woori Finance Holdings Co., Ltd. (“WFH”). The Bank is a wholly owned subsidiary of WFH as of December 31, 2013. The Bank’s common stock amount, expressed in Korean Won (the “KRW” or “(cid:2936)”), to (cid:2936)2,983,452 million and the Bank’s common shares issued and outstanding as of December 31, 2013 are 597 million shares. The head office of the Group is located in Seoul, Korea. The Bank has 989 branches and offices in the Republic of Korea (“Korea”), and 17 branches and offices overseas. (2) Subsidiaries 1) The consolidated financial statements for the Bank and its subsidiaries (the “Group”) include the following subsidiaries (Unit: Korean Won in millions, USD in thousands, RUB in 100 millions, IDR in millions, BRL in millions): Subsidiaries Location Capital stock December 31, 2013 Main Business Number of shares owned Percentage of ownership (%) Financial statements as of Woori Credit Information Co., Ltd. Woori America Bank PT. Bank Woori Indonesia Woori Global Market Asia Limited Korea U.S.A Indonesia KRW USD 122,500 IDR 170,000 Banking Banking 5,000 Credit information China Woori Bank China Limited Russia ZAO Woori Bank Woori Brazil Bank Brazil Korea BTL Infrastructure Fund Korea Korea Woori Fund Service Co., Ltd. Hong Kong USD 100,000 USD 308,810 14.5 RUB BRL 7,709 KRW 644,300 Financial service 3,000 Financial service KRW Banking Banking Banking Banking 1,008,000 24,500,000 1,618 78,000,000 - 57,999,999 77,094,000 128,858,939 600,000 100.0 December 31 100.0 December 31 95.2 December 31 100.0 December 31 100.0 December 31 100.0 December 31 100.0 December 31 100.0 December 31 100.0 December 31 Subsidiaries Location Capital stock December 31, 2012 Main Business Number of shares owned Percentage of ownership (%) Financial statements as of Korea U.S.A Indonesia KRW USD 122,500 IDR 170,000 Banking Banking 5,000 Credit information 1,008,000 24,500,000 1,618 100.0 December 31 100.0 December 31 95.2 December 31 Woori Credit Information Co., Ltd. Woori America Bank PT. Bank Woori Indonesia Woori Global Market Asia Limited China Woori Bank China Limited Russia ZAO Woori Bank Brazil Woori Brazil Bank Korea BTL Infrastructure Fund Korea Korea Woori Fund Service Co., Ltd. Hong Kong USD 50,000 USD 308,810 RUB 5 BRL 40,000 KRW 576,700 3,000 KRW Banking Banking Banking Banking Financial service Financial service 39,000,000 - 19,999,999 39,999,999 115,332,541 600,000 100.0 December 31 100.0 December 31 100.0 December 31 100.0 December 31 100.0 December 31 100.0 December 31 105 2013 ANNUAL REPORT - 2 - 2) For structured entities in accordance with K-IFRS 1110 and K-IFRS 1112, entities on which the Group has control, when the Group is exposed, or has rights, to variable returns for its involvement with the entities and has the ability to affect those returns through its power over the entities, are included in the consolidation scope. Details of special purposes entities (“SPEs”) under the consolidation scope as of December 31, 2013 are as follows: Structured entities for asset securitization(*1) Kumho Trust 1st Co., Ltd. Subsidiaries Woori IB Global Bond Co., Ltd. Asiana Saigon Inc. An-Dong Raja 1st Co., Ltd. KAMCO Value Recreation 1st Securitization Specialty LLC. Hermes STX LLC. BWL 1st Co., LLC. Consus 8th Co., LLC. Woori Pungsan Inc. Pyeongtaek Ocean Sand Inc. Deogi Dream 4th Co., Ltd. Guam Emerald LLC. Jeonju iwant LLC. Wonju iwant LLC. Height 3rd Co., LLC. W-synergy 1st Co., Ltd. Money Trust by Trust Business Act(*2) Woori Bank Principal Guaranteed Trust and Woori Bank Principal and Interest Guaranteed Trust Structured entities for investing in securities Haeoreum Short-term Bond 15th G5 Pro Short-term 13th G6 First Class Mid-term E-20 G15 First Class Mid-term C-1 D First Class Mid-term C-151 Woori Milestone Private Real Estate Fund 1st Consus Sakhalin Real Estate Investment Trust 1st Woori Partner Plus Private Equity Securities 4th Hyundai Platinum Private Equity Securities W-2 KTB Safe Private Investment Trust 77 th Woori Partner Plus Private Equity Securities 12th KDB Private Equity Securities Investment Trust WB 5th Shinhan BNPP Corporate Private Investment Trust 27th Yurie WB Private Investment Trust 6 th Kyobo Axa Tomorrow Private Trust 25th Mirae Asset Triumph Private Securities 15th Yurie WB Private Investment Trust 6 th Meritz Prime Private Trust 93 th Kyobo Axa Tomorrow Private Trust 26th Mirae Asset Triumph Private Securities 17th Hanwha Private Investment Trust 57 th Hyundai Platinum Private Equity Securities W-3rd Phoenix Sky Private Equity Securities 15 th Samsung Plus Private Equity Securities 24th HDC Hanwha Private Investment Trust 10 th ING lion Private Equity Securities 47th Meritz Prime Private Trust 95 th LS leading solution Private Equity Securities 126th Shinhan BNPP Corporate Private Equity Securities 32nd Hyundai advantage Private Equity Securities 17th Mirae asset triumph Private Equity Securities 21st HDC Hanwha Private Investment Trust 11 th Location Main business Percentage of ownership (%) Financial statements as of Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Asset Securitization (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) 0.0 December 31 0.0 0.0 0.0 15.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 Trust 0.0 December 31 Securities investment (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) 100.0 100.0 100.0 100.0 100.0 94.8 75.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 106 woori bank - 3 - Subsidiaries Woori Partner Plus Private Equity Securities 13th Hi-good choice Equity Securities Investment Trust 8th Samsung alpha club multi long-short Private 2nd Truston Equity Securities Investment Trust 13th Phoenix Sky Private Equity Securities 16 th Hanwha Private Investment Trust 65 th Hanwha Private Equity Securities 67 th Main business (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) Percentage of ownership (%) Financial statements as of 100.0 100.0 100.0 100.0 100.0 100.0 100.0 December 31 December 31 December 31 December 31 December 31 December 31 December 31 Location Korea Korea Korea Korea Korea Korea Korea (*1) It is determined that the Group controls the entity after considering facts and circumstances, such as the Group’s power over the entity’s related business activities, the Group’s exposure to variable returns from its involvement with the entity, and the Group’s ability to affect the returns through its power over the entity, even if the Group has less than 50% ownership of the entity. (*2) The entity is a money trust that was established in accordance with the Trust Business Act. It is determined that the Group controls the trust after considering facts and circumstances, such as the Group’s power over the trust’s related business activities, the Group’s exposure to variable returns from the its involvement with the trust, and the Group’s ability to affect the returns through its power over the trust. 107 2013 ANNUAL REPORT - 4 - Details of special purposes entities (“SPEs”) under the consolidation scope as of December 31, 2013 are as follows: Structured entities for asset securitization(*1) Kumho Trust 1st Co., Ltd. Subsidiaries Woori IB Global Bond Co., Ltd. Asiana Saigon Inc. An-Dong Raja 1st Co., Ltd. KAMCO Value Recreation 1st Securitization Specialty LLC. IB Global 1st LLC. Hermes STX LLC. BWL 1st Co., LLC. Consus 8th Co., LLC. Woori Pungsan Inc. Pyeongtaek Ocean Sand Inc. Deogi Dream Fourth Co., Ltd. Guam Emerald LLC. Jeonju iwant LLC. Wonju iwant LLC. Height 3rd Co., LLC. Money Trust by Trust Business Act(*2) Woori Bank Principal Guaranteed Trust and Woori Bank Principal and Interest Guaranteed Trust Structured entities for investing in securities Haeoreum Short-term Bond 15th G5 Pro Short-term 13th G6 First Class Mid-term E-20 G15 First Class Mid-term C-1 D First Class Mid-term C-151 Woori Milestone Private Real Estate Fund 1st Consus Sakhalin Real Estate Investment Trust 1st Woori Partner Plus Private Equity Securities 4th Woori Partner Plus Private Equity Securities 9th Hanwha Smart Private Trust 50th Samsung Plus Private Investment Trust 20th KDB Private Equity Securities Investment Trust WB 3rd Shinhan BNPP Corporate Private Investment Trust 17th Woori Partner Plus Private Equity Securities 10th Yurie WB Private Investment Trust 4 th Samsung Plus Private Investment Trust 21st KDB Private Equity Securities Investment Trust WB 4th Kyobo Axa Tomorrow Private Trust 13th Say Private Investment Trust WB 1st Hanwha Private Investment Trust 32 nd Eugene Pride Private Trust 28th Hyundai Advantage Private Trust 15th Woori Smart Investor Private Investment Trust 2 nd Hana USB Power Private Equity Securities 5th Mirae Asset Korea Blue Chips Private Trust 3rd HDC New Star Private Equity Securities 15th LS Leading Solution Private Equity Securities 118th Hyundai Platinum Private Equity Securities W-1 Hana USB Power Private Equity Securities 15th Phoenix Sky Private Equity Securities 11th Woori Partner Plus Private Equity Securities 11th Mirae Asset Triumph Private Securities 9th Kyobo Axa Tomorrow Private Trust 15th Meritz Prime Private Equity Securities 79th HDC New Star Private Equity Securities 17 th Hyundai Advantage Private Trust 16 th Phoenix private placement Investment Trust 13 th Hanwha Private Investment Trust 43 rd (cid:1659) Location Main business Percentage of ownership (%) Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Korea Asset Securitization (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) Trust Securities investment (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790)(cid:1659) (cid:2790) (cid:2790) (cid:2790)(cid:1659) (cid:2790) (cid:2790)(cid:1659) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) (cid:2790) 0.0 0.0 0.0 0.0 15.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 100.0 100.0 100.0 100.0 100.0 94.8 75.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Financial statements as of December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 October 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 December 31 108 woori bank - 5 - (*1) It is determined that the Group controls the entity after considering facts and circumstances, such as the Group’s power over the entity’s related business activities, the Group’s exposure to variable returns from its involvement with the entity, and the Group’s ability to affect the returns through its power over the entity, even if the Group has less than 50% ownership of the entity. (*2) The entity is a money trust that was established in accordance with the Trust Business Act. It is determined that the Group controls the trust after considering facts and circumstances, such as the Group’s power over the trust’s related business activities, the Group’s exposure to variable returns from the its involvement with the trust, and the Group’s ability to affect the returns through its power over the trust. The following companies have been excluded from the consolidation scope despite being in current ownership of majority of equity on December 31, 2013 and 2012: Golden Bridge Sidus FNH Video SPEs (*) Golden Bridge NHN Online Private Equity Investment Heungkuk High Class Private Investment Trust 377 th Location Korea Korea Korea Main business Securities investment (cid:2790) (cid:2790) Percentage of ownership (%) 58.8 60.0 51.3 (*) The Group has the majority ownership of these SPEs, but has no power over the investees’ relevant activities. As a result, it is deemed that the Group has no control over the SPEs. 109 2013 ANNUAL REPORT - 6 - 3) Details of SPEs newly included in the consolidation scope for the years ended December 31, 2013 and 2012 Reasons The structured entity is established for asset securitization. It is determined that the Group controls the entity after considering facts and circumstances, such as the Group’s power over the entity’s related business activities, the Group’s exposure to variable returns from the its involvement with the entity, and the Group’s ability to affect the returns through its power over the entity. These structured entities are established for investments in securities. It is determined that the Group controls these investees because it is exposed to variable returns from its involvement with the investees and has ability to affect those returns through its power. are as follows: < For the year ended in December 31, 2013 > W-synergy 1st Co., Ltd. SPEs Woori Smart Investor Private Investment Trust 4th Truston Private Equity Securities 12th Hyundai Platinum Private Equity Securities W-2nd KTB Safe Private Equity Securities 77th Woori Partner Plus Private Equity Securities 12th KDB Private Equity Securities Investment Trust WB 5th (Bond) Shinhan BNPP Corporate Private Investment Trust 27th (Bond) Yurie WB Private Investment Trust 5 th (Bond) Kyobo Axa Tomorrow Private Trust 25th Mirae Asset Triumph Private Securities 15th Yurie WB Private Investment Trust 6 th (Bond) Meritz Prime Private Equity Securities 93 rd Kyobo Axa Tomorrow Private Trust 26th Mirae Asset Triumph Private Securities 17th Hanwha Private Investment Trust 57 th Hyundai Platinum Private Equity Securities W-3rd Phoenix private placement Investment Trust 15th Samsung Plus Private Equity Securities 24th HDC Private Equity Securities Investment Trust 10th ING lion Private Equity Securities 47th Meritz Prime Private Equity Securities 95th LS leading solution Private Equity Securities 126th Shinhan BNPP Corporate Private Equity Securities 32th Hyundai advantage Private Equity Securities 17th Mirae asset triumph Private Equity Securities 21th HDC Private Equity Securities Investment Trust 11th Woori Partner Plus Private Equity Securities 13th Hi-good choice Equity Securities Investment Trust 8th Samsung alpha club multi long-short Private 2nd Truston Equity Securities Investment Trust 13th Phoenix private placement Investment Trust 16th Hanwha Private Equity Securities Investment Trust 65th Hanwha Private Equity Securities Investment Trust 67th (Bond) 110 woori bank Reasons These structured entities are established for asset securitization and funded by the Group due to the impairment of securitization assets. It is determined that the Group controls these investees because it is exposed to variable returns from its involvement with the investees and has ability to affect those returns through its power. These structured entities are established for investments in securities. It is determined that the Group controls these investees because it is exposed to variable returns from its involvement with the investees and has ability to affect those returns through its power. - 7 - < For the year ended in December 31, 2012 > SPEs Deogi Dream Fourth Co., Ltd. Guam Emerald LLC. Jeonju iwant LLC.(cid:3) Wonju iwant LLC.(cid:3) Height 3rd Co., LLC. (cid:3) (cid:3) Samsung Plus Private Investment Trust 20th Dongbu Premium Private Investment Trust 7th Woori Partner Plus Private Equity Securities 10th Shinhan BNPP Corporate Private Investment Trust 17th KDB Private Equity Securities Investment Trust WB 3rd (Bond) Woori Smart Investor Private Investment Trust 1st Yurie WB Private Investment Trust 4 th (Bond) Samsung Plus Private Investment Trust 21th KDB Private Equity Securities Investment Trust WB 4th (Bond) Kyobo Axa Tomorrow Private Trust 13th (Bond) Say Private Investment Trust WB 1st Hanwha Private Investment Trust 32 nd Eugene Pride Private Trust 28th Woori Smart Investor Private Investment Trust 2nd Hyundai Advantage Private Trust 15th Consus Private Investment Trust 64 th Hana USB Power Private Equity Securities 5th Mirae Asset Korea Blue Chips Private Trust 3rd HDC New Star Private Equity Securities 15th LS Leading Solution Private Equity Securities 118th Hana USB Power Private Equity Securities 15th Hyundai Platinum Private Equity Securities W-1st Phoenix Sky Private Equity Securities 11th Woori Partner Plus Private Equity Securities 11th Mirae Asset Triumph Private Securities 9th (Bond) Kyobo Axa Tomorrow Private Trust 15th (Bond) Meritz Prime Private Equity Securities 79 th (Bond) HDC New Star Private Equity Securities 17th (Balanced) Hyundai Advantage Private Trust 16th Phoenix private placement Investment Trust 13th Hanwha Private Investment Trust 43 rd (cid:1659) 111 2013 ANNUAL REPORT - 8 - 4) Details of SPEs excluded from the consolidation scope for the years ended December 31, 2013 and 2012 are Reasons Expiration of a contract that bears risk to the management of SPEs or termination of the securitization schedule Disposal and repayment of beneficiary certificates (*) as follows: < For the year ended in December 31, 2013 > IB Global 1st LLC. SPEs Samsung Plus Private Investment Trust 20th KDB Private Equity Securities Investment Trust WB 3rd (Bond) Shinhan BNPP Corporate Private Investment Trust 17th Woori Partner Plus Private Equity Securities 10th Yurie WB Private Investment Trust 4 th (Bond) Samsung Plus Private Investment Trust 21st KDB Private Equity Securities Investment Trust WB 4th (Bond) Kyobo Axa Tomorrow Private Trust 13th (Bond) Say Private Investment Trust WB 1st Hanwha Private Investment Trust 32 nd Eugene Pride Private Trust 28th Hyundai Advantage Private Trust 15th Woori Smart Investor Private Investment Trust 2nd Hana USB Power Private Equity Securities 5th Mirae Asset Korea Blue Chips Private Trust 3 rd HDC New Star Private Equity Securities 15th LS Leading Solution Private Equity Securities 118th HDC New Star Private Equity Securities 17th (Balanced) Hyundai Advantage Private Trust 16th Woori Smart Investor Private Investment Trust 4 th Truston Private Equity Securities 12th Hana USB Power Private Equity Securities 15th Hyundai Platinum Private Equity Securities W-1st Phoenix Sky Private Equity Securities 11th Woori Partner Plus Private Equity Securities 11th Meritz Prime Private Equity Securities 79th Mirae Asset Triumph Private Securities 9th Kyobo Axa Tomorrow Private Equity Securities 15th Woori Partner Plus Private Equity Securities 9th Phoenix private placement Investment Trust 13th Hanwha Private Investment Trust 43rd Hanwha Smart Private Trust 50th (Bond) (*) 7,908 million Korean Won are reflected in profit and loss in relation with the exclusion from the consolidation scope due to disposal and repayment of beneficiary certificate. Reasons Expiration of a contract that bears risk to the management of SPEs or termination of the securitization schedule Although it possessed the majority of the equity, the Group cannot influence these investees’ relevant activities. Therefore, it has been determined that the Group has no power or control. Disposal and repayment of beneficiary certificates (cid:1659) Real DW 2nd Co., Ltd. SPEs Golden Bridge Sidus FNH Video Golden Bridge NHN Online Private Equity Investment Woori CS Ocean Bridge 7th Woori Milestone Private Real Estate Fund 1st Woori Partner Plus Private Equity Securities 7th Midas Private investment Trust W-3rd Allianz Blue Ocean Private Trust 5th Yurie WB Private Investment Trust 3rd (Bond) KDB Private Equity Securities Investment Trust WB 2nd (Bond) Samsung Plus Private Investment Trust 13th Woori Frontier Alpha Private Equity 8th Kyobo Axa Long Short Private Trust 2nd Hanwha Smart Private Trust 43rd (Bond) Eugene Pride Private Trust 21st (Bond) 112 woori bank - 9 - Reasons SPEs Consus Private Securities Investment Trust 54th Hanhwa Quant Long Short Private Equity 3rd Hyundai Advantage Private Trust 14th Mirae Asset Maps Blue Chips Private Trust 2nd Dongbu Premium Private Investment Trust 7th Woori Smart Investor Private Investment Trust 1st Woori Partner Plus Private Equity Securities 8th Meritz Prime Private Trust 42nd (Bond) Consus Private Securities Investment Trust 64th (cid:1659) 5) Summarized statements of financial position as of December 31, 2013 and December 31, 2012, respectively, and comprehensive income statements for the years ended December 31, 2013 and December 31, 2012, respectively, of subsidiaries whose financial information is included on the consolidated financial statements, are as follows (Unit: Korean Won in millions): < December 31, 2013 > Subsidiaries Woori Credit Information Co., Ltd. Woori America Bank PT. Bank Woori Indonesia Woori Global Market Asia Limited Woori Bank China Limited ZAO Woori Bank Woori Brazil Bank Korea BTL Infrastructure Fund Woori Fund Service Co., Ltd. Woori Bank Principal and Interest Assets 31,414 1,228,163 666,804 184,475 3,414,199 201,035 143,993 651,973 2,694 Liabilities 5,037 1,073,273 526,192 79,933 2,994,515 146,248 109,940 255 532 Equity 26,377 154,890 140,612 104,542 419,684 54,787 34,053 651,718 2,162 Revenue 35,154 48,707 350,165 7,276 247,721 11,722 7,689 33,747 5,035 Net income (loss) 1,912 27,939 20,896 2,291 10,258 3,037 (127) 30,687 (270) Total comprehensive income (loss) 2,118 24,532 (18,214) 1,150 3,677 (114) (4,522) 30,687 (270) Guaranteed Trust SPEs under consolidation Beneficiary certificates under consolidation < December 31, 2012 > 1,389,082 573,737 1,361,177 1,053,530 27,905 (479,793) 51,640 41,619 (293) (58,662) (293) (65,385) 2,142,185 30,885 2,111,300 47,273 32,678 29,816 Subsidiaries Woori Credit Information Co., Ltd. Woori America Bank PT. Bank Woori Indonesia Woori Global Market Asia Limited Woori Bank China Limited ZAO Woori Bank Woori Brazil Bank Korea BTL Infrastructure Fund Woori Fund Service Co., Ltd. Woori Bank Principal and 1,078,995 662,720 181,104 3,036,392 214,258 22,336 584,144 2,952 Assets Liabilities Equity 30,917 4,137 948,637 503,895 130,798 2,620,385 190,941 1,810 226 520 26,780 130,358 158,825 50,306 416,007 23,317 20,526 583,918 2,432 Net income (loss) Total comprehensive income (loss) 2,963 (6,555) (5,842) (2,699) (16,862) 2,180 (5,470) 28,122 75 2,963 3,253 16,133 1,082 14,838 2,631 (424) 28,122 75 Revenue 36,624 47,805 82,658 8,100 207,135 10,960 1,321 30,756 4,592 Interest Guaranteed Trust SPEs under consolidation Beneficiary certificates under consolidation 1,359,282 717,865 1,359,282 1,131,759 - (413,894) 71,618 37,862 - (85,344) - (85,752) 2,136,045 92,238 2,043,807 75,298 56,221 54,986 113 2013 ANNUAL REPORT - 10 - 6) The structured entities where the Group has financial interests on involvement, such as: - Structured entity for the securitization of financial assets The structured entity is established for the purpose of securitization of project financing loans, corporate bonds, and other financial assets. The Group is involved with the structured entity through providing with credit facility over asset-backed commercial papers issued by the entity, originating loans directly to the structured entity, or purchasing 100% of the subordinated debts issued by the structured entity. - Security investments structured entity The structured entity is established for the purpose of investments in securities. The Group acquires beneficiary certificates through its contribution of fund to the structured entity, and it is exposed to the risk that it may not be able to recover its fund depending on the result of investment performance of asset managers of the structured entity. - Money trust under the Trust Business Act The Group provides with financial guarantee of principal and interest or principal only to some of its trust products. Due to the financial guarantees, the Group may be obliged to supplement when the principal and interest or principal of the trust product sold is short of the guaranteed amount depending on the result of investment performance of the trust product. 7) The details of the limitations with regard to the transfer of assets or the redemption of liabilities within the Group are provided below. Some subsidiaries are regulated by the rules of the jurisdictions in which they were incorporated with regard to funding or management of deposits. Also, there is a limitation consisting in the fact that they must have pre-approval from their regulators in case of remittance of earnings to the Parent Company 8) The Group has entered into various agreements with structured entities such as asset securitization vehicles, structured finance and investment funds. The Group has no controlling power over those structured entities, which is determined in accordance with K-IFRS 1110. As therefore, those structured entities are not consolidated to the Group. They are classified as three categories, asset securitization vehicles, structured finance and investment fund, based on nature and purpose of their investments and risk exposed to the Group. Asset securitization vehicle issues asset-backed securities and redeems the principal and interest or distributes dividends on asset-backed securities with profits from collecting cash flows or sale of securitized assets. The Group, as a secondary guarantor, provides purchase commitments for its asset-backed securities or guarantees to such asset securitization vehicle and recognizes commission income or interest incomes related to the commitment or guarantees. As therefore, the Group would be exposed to risks to purchase or pay-back asset-backed securities issued by the vehicles when a primary guarantor fails to provide the financing asset securitization vehicles. Structured finance includes investments in project financing on real estates, social overhead capital (“SOC”), infrastructure and shipping finance. They are formed as special purpose entity by funding through equity investments and loans from various investors. Investment decisions are made by the Group based on business outlook of such projects. In relation to such investments, the Group recognizes interest incomes on loans, gains or losses on valuation of equity investments or dividend income. The structured finance is secured by additional funding agreement, guarantee or credit facilities. However, the structured financing project would fail to return the capital of equity investments or principal of loans to the Group if it is discontinued or did not achieve business outcome. Investment funds include trusts and private equity funds. A trust is formed by contributions from various investors, operated by a manager engaged to the trust and distributed proceeds from sales of investments to the investors. A private equity fund is established in order to acquire ownership interests in a portfolio company with exit strategy after implementing financial and operational restructuring of the company. The Group recognizes unrealized gains or losses on change in value of investments in proposition of ownership interests in investments. The Group would be exposed to risks of loss when the value of portfolio investment is decreased. 114 woori bank - 11 - Total asset of the unconsolidated structured entities, carrying value of the related items recorded, maximum exposure to risks, and loss recognized for the year ended December 31, 2013 are as follows (Unit: Korean Won in millions): (cid:71) (cid:71) Total asset of the unconsolidated structured entities Assets recognized in the consolidated financial statements related to the unconsolidated structured entities Loans and receivables(cid:71) (Provision for credit loss) AFS financial assets HTM financial assets Investments in associates Derivative assets Liabilities recognized in the consolidated financial statements related to the unconsolidated structured entities Other liabilities (Provision) Maximum exposure to risks(cid:71) Investments Purchase agreements Credit facilities Other agreements Loss recognised on unconsolidated structured entities(cid:71) December 31, 2013(cid:71) Asset Securitization vehicle 7,819,335 Structured Finance 22,969,448 (cid:71) Investment Funds 4,063,207 451,950 90,500 (221) - 361,576 - 95 17,901 17,901 2,394,611 451,950 511,280 1,309,881 121,500 - 2,579,950 2,592,627 (218,591) 155,246 - - 50,668 1,321 1,321 3,228,200 2,579,949 - 365,958 282,293 22,142 855,225 - - 582,389 - 272,836 - 12 12 909,825 855,225 - 54,600 - 3,747 The maximum exposure to risks includes the asset recognized in the financial statement of the Group, purchase agreements, credit facilities and other agreements related to the unconsolidated structured entities. 115 2013 ANNUAL REPORT - 12 - 2. SUMMARY OF SIGNIFICANT BASIS OF PREPARATION AND ACCOUNTING POLICIES The Group has adopted Korean International Financial Reporting Standards (―K-IFRS‖) for the annual periods beginning on January 1, 2011. The Group‘s consolidated financial statements have been prepared based on the historical cost method except for specific non-current assets and certain financial assets or liabilities reported at fair value. The historical cost is generally measured by fair value of acquired assets. The consolidated financial statements of the Group were approved by the board of directors on February 28, 2014. (1) The Group has newly adopted the following new standards and interpretations that made changes in accounting policies. Amendments to K-IFRS 1001 „Presentation of Financial Statements‟ The amendments of K-IFRS 1001 relate to the separate presentation of other comprehensive income items that would not be reclassified as net income subsequently or would be reclassified as net income under specific circumstances. The amendments have effect on the presentation of consolidated financial statements and no effects on the financial position and financial performance. The Group applied the amendments retrospectively and restated the comparative consolidated financial statements. Amendments to K-IFRS 1019 „Employee Benefits‟ The amendments to K-IFRS 1019 relate to the elimination of the ‗corridor approach‘ permitted under the previous version of K-IFRS 1019. Accordingly, the actuarial gains or losses are recognized in other comprehensive income immediately. The amendments replace the expected return on plan assets with a net interest cost based on the net defined benefit asset or liability. The expected return on plan assets is included in the net interest on the net defined benefit liability (asset). The past service costs incurred under changes of plans are recognized at the earlier of the dates when the plan amendment or curtailment occurs and when the entity recognizes related restructuring costs or termination benefits. The Group applied the amendments retrospectively and restated the comparative consolidated financial statements. As a result, other equity decreased by ₩13,420million and ₩62,246 million and retained earnings increased by ₩13,420million and ₩62,246 million in the consolidated statements of financial position as of January 1, 2012 and December 31, 2012, respectively. Net income increased by ₩48,826 million and other comprehensive income decreased by ₩48,826 million in the comparative consolidated statement of comprehensive income for the year ended December 31, 2012. Amendments to K-IFRS 1107 „Financial Instruments: Disclosures‟ The amendments to K-IFRS 1107 are mainly focusing on presentation of the offset between financial assets and financial liabilities. Irrespective of whether they meet the offset requirement of financial assets and financial liabilities in accordance with K-IFRS 1032, the amendments to K-IFRS 1107 require disclosing offsetting agreements and related information which are legally enforced by master netting agreements or similar agreements. The Group does not hold the offset financial instruments in accordance with K-IFRS 1032 and does not have a master netting arrangement or similar agreements, therefore the amendments have no significant effect on the Group‘s consolidated financial statements. Enactment of K-IFRS 1110 „Consolidated Financial Statements‟ K-IFRS 1110 replaces the requirements and guidance in K-IFRS 1027 and K-IFRS 2012 relating to the consolidated financial statements. 116 woori bank - 13 - K-IFRS 1110 uses the concept of ‗control‘ as the determining factor in assessing whether an investee is a subsidiary. Under K-IFRS 10, an investor controls an investee when the investor is exposed, or has right, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Extensive application guidance is provided to assist in the determination as to whether an investor has power over an investee in complex scenarios. In accordance with transitional provision of K-IFRS 1110, the financial statements for earlier comparative periods are restated, to ensure conformity with the conclusion of K-IFRS 1110, unless it is impracticable to do so. At the date of initial application, a reporting entity that has no change in consolidation is not required to make adjustments to the previous accounting policy. After reviewing the changes in scope of consolidation resulted from the adoption of K-IFRS 1110, the Group determined that Principle Guaranteed Trust and five structured entities, including Deogi Dream Fourth Co., Ltd., became included in the scope of consolidation. As the Group is a trustee of Principal Guaranteed Trust, trustee holds power, and when entrusted property does not reach its principal, it is exposed to the significant variable returns to losses. Since it has the ability to influence such benefit, it satisfies the definition of in K-IFRS 1110, and the five structured entities are under the case in which the Group directly provides credit due to the lack of securitization of non-performing assets. As a provider of credit-related activities, it holds power and is exposed to significant variable returns. Since it has influence over the benefits, it satisfies the definition of control in K-IFRS 1110. In addition, the Group concluded that due to the adoption of K-IFRS 1110, Golden Bridge Sidus FNH Video and two other structured entities, which were originally consolidated through the original standard K-IFRS 2012 „Consolidation: Special Purpose Entities‟ have been excluded from the scope of consolidation. Since the Group does not have power over the three structured entities including Golden Bride Sidus FNH Video, it does not meet the definition of control in K-IFRS 1110. 1) Newly consolidated entities in adoption of K-IFRS 1110 are as follows. Company Woori Bank Principal Guaranteed Trust Deogi Dream Fourth Co., Ltd. Guam Emerald LLC. Jeonju iwant LLC. Wonju iwant LLC. Heights 3rd Co., Ltd. Location Korea Korea Korea Korea Korea Korea Main business Trust Asset Securitization Asset Securitization Asset Securitization Asset Securitization Asset Securitization Percentage of ownership (%) - - - - - - 2) Deconsolidated entities in adoption of K-IFRS 1110 are as follows. Company Golden Bridge Sidus FNH Video Golden Bridge NHN Online Private Equity Investment Woori CS Ocean Bridge 7th Location Korea Main business Securities investment Percentage of ownership (%) 58.8 Korea Korea Securities investment Securities investment 60.0 61.1 Enactment of K-IFRS 1111 „Joint Arrangement‟ K-IFRS 1111 classifies joint arrangements of which two or more parties have joint control into two types, joint operations and joint ventures depending on the rights and obligations of the parties to the arrangements. A joint operation is a joint arrangement whereby the parties have rights to the joint assets, and obligations for the joint liabilities. A joint venture is a joint arrangement whereby the parties have rights to the net assets of the arrangement. In case of joint operation, joint operator accounts for its share of the joint assets, liabilities, revenues, and expenses. In case of joint venture, joint venture account for its investment using equity method. The adoption of the enactment has no effect on the Group‘s consolidated financial statements. 117 2013 ANNUAL REPORT - 14 - Enactment of K-IFRS 1112 „Disclosure of Interest in Other Entities‟ The enactment of K-IFRS 1112 establishes disclosures requirements for entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity. The standard requires that the nature of, and risks associated with, its interests in other entities, the effects of those interests on its consolidated financial position, comprehensive income and cash flows. The adoption of the enactment has no significant effect on the Group‘s consolidated financial statements. Enactment of K-IFRS 1113 „Fair Value Measurement‟ The enactment of K-IFRS 1113 establishes a single source of guidance for fair value measurements and disclosures about fair value measurements. K-IFRS 1113 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When measuring fair value, an entity uses the assumptions that market participants would use when pricing the asset or liability under current market conditions. The standard explains that a fair value measurement requires an entity to determine the following the particular asset or liability being measured, the market in which an orderly transaction would take place for the asset or liability, the appropriate valuation technique(s) used when measuring fair value. The standard requires extensive disclosures related to fair value measurement. The adoption of the enactment has no significant effect on the Group‘s consolidated financial statements. The effect from the implementation of new accounting standards on the consolidated financial statements are as followings (Unit: Korean Won in millions): a. Consolidated statements of financial position Cash and cash equivalents Financial assets at fair value through profit or loss Available-for-sale financial assets Held-to-maturity financial assets Loans and receivables Investments in associates Investment Properties Premises and equipment Intangible assets Other assets Current tax assets Deferred tax assets Derivative assets Assets held-for-sale Total assets Financial liabilities at fair value through profit or loss Deposits due to customers Borrowings Debentures Provisions Current tax liabilities Other financial liabilities Other liabilities Deferred tax liabilities Derivative liabilities Total liabilities Owner‘s equity: Non-controlling interests Total equity Reported 4,593,150 9,855,553 14,484,530 14,341,506 200,049,106 550,332 346,182 2,385,680 108,920 178,460 1,882 82,397 269,414 1,239 247,248,351 3,468,696 168,007,679 17,445,898 17,841,978 645,378 136,517 20,721,110 383,677 7,697 23,827 228,682,457 18,558,283 7,611 18,565,894 December 31, 2012 Adjustment 586 1,133,683 4,017 - 159,219 - - - - 132 472 183 - - 1,298,292 - 1,208,576 1,032 - - - 50,634 1 9,002 - 1,269,245 29,047 - 29,047 Restated 4,593,736 10,989,236 14,488,547 14,341,506 200,208,325 550,332 346,182 2,385,680 108,920 178,592 2,354 82,580 269,414 1,239 248,546,643 3,468,696 169,216,255 17,446,930 17,841,978 645,378 136,517 20,771,744 383,678 16,699 23,827 229,951,702 18,587,330 7,611 18,594,941 Total liabilities and equity 247,248,351 1,298,292 248,546,643 118 woori bank - 15 - January 1, 2012 Reported Adjustment Restated Cash and cash equivalents Financial assets at fair value through profit or loss Available-for-sale financial assets Held-to-maturity financial assets Loans and receivables Investments in associates Investment Properties Premises and equipment Intangible assets Other assets Current tax assets Deferred tax assets Derivative assets Assets held-for-sale Total assets Financial liabilities at fair value through profit or loss Deposits due to customers Borrowings Debentures Provisions Current tax liabilities Other financial liabilities Other liabilities Deferred tax liabilities Derivative liabilities Total liabilities Owner‘s equity: Non-controlling interests Total equity 5,389,267 11,317,845 14,670,607 15,400,425 191,909,032 376,337 349,459 2,345,960 147,387 225,530 2,393 9,249 326,413 2,258 242,472,162 3,509,566 164,092,476 19,174,642 19,811,813 607,612 206,367 16,346,969 444,549 126,446 25,582 224,346,022 18,118,198 7,942 18,126,140 841 1,180,881 12,184 - 139,296 - - - - 2 689 (322) - - 1,333,571 - 1,360,648 1,032 - (1) (1) (65,698) 2 8,995 - 1,304,977 28,594 - 28,594 5,390,108 12,498,726 14,682,791 15,400,425 192,048,328 376,337 349,459 2,345,960 147,387 225,532 3,082 8,927 326,413 2,258 243,805,733 3,509,566 165,453,124 19,175,674 19,811,813 607,611 206,366 16,281,271 444,551 135,441 25,582 225,650,999 18,146,792 7,942 18,154,734 Total liabilities and equity 242,472,162 1,333,571 243,805,733 119 2013 ANNUAL REPORT - 16 - b. Consolidated income statement OPERATING INCOME Net interest income : Interest income Interest expense Net fees and commissions income : Fees and commissions income Fees and commissions expense For the year ended December 31, 2012 Adjustment Reported Restated (*) 11,436,460 (5,824,506) 5,611,954 1,040,633 (541,886) 498,747 51,433 (28,922) 22,511 (14,034) (188) (14,222) 11,487,893 (5,853,428) 5,634,465 1,026,599 (542,074) 484,525 Dividend income 94,847 - 94,847 Gain (loss) on financial instruments at fair value through profit or loss (355,739) (5,200) (360,939) Gain on available-for-sale financial assets 552,325 463 552,788 Impairment losses for loans, other receivables, guarantees and unused commitments (1,797,702) (594) (1,798,296) General and administrative expenses (2,727,640) 64,415 (2,663,225) Net other operating income (expenses) NON-OPERATING INCOME (177,835) 1,698,957 76,328 (2,250) 65,123 (1,987) (180,085) 1,764,080 74,341 NET INCOME BEFORE INCOME TAX EXPENSE 1,775,285 63,136 1,838,421 INCOME TAX EXPENSE (326,710) (14,794) (341,504) NET INCOME 1,448,575 48,342 1,496,917 Net income attributable to the owner Net income attributable to the non-controlling interests 1,447,904 671 48,342 - 1,496,246 671 (*) Profit or loss from discontinued operations is included. 120 woori bank - 17 - c. Consolidated statements of cash flows CASH FLOWS FROM OPERATING ACTIVITIES: Net income Adjustment to net income: Interest income Interest expense Dividend income Income tax expense Additions of expenses not involving cash outflows: Impairment losses for loans, other receivables, guarantees and unused commitments Retirement benefits Loss on derivatives for hedging Loss on fair value hedged items Loss on valuation of investments in associates Loss on disposals of investments in associates Loss on disposals of premises and equipment, intangible assets and investment properties Depreciation and amortization of premises and equipment, intangible assets and investment properties Impairment loss on premises and equipment, intangible assets and investment properties Provisions Deductions of revenues not involving cash inflows: Gain on available-for-sale financial assets Gain on derivatives for hedging Gain on fair value hedged items Gain on valuation of investments in associates Gain on disposals of investments in associates Gain on disposals of premises and equipment, intangible assets and investment properties Reversal of impairment loss on premises and equipment, intangible assets and investment properties Provisions Changes in operating assets and liabilities: Financial instruments at fair value through profit or loss Loans and receivables Other assets Deposits due to customers Provisions Other financial liabilities Other liabilities Interest income received Interest expense paid Dividend received Income taxes paid Net cash provided by operating activities For the year ended December 31, 2012 Reported Adjustment Restated (*) 1,448,575 48,342 1,496,917 (11,436,325) 5,824,506 (94,847) 326,711 (5,379,955) 1,797,702 152,920 49,956 43,817 11,389 167 346 135,406 1,942 27,652 2,221,297 552,325 39,232 43,879 38,815 25,102 1,549 2,342 3,141 706,385 1,421,421 (9,338,842) 33,735 3,912,425 (143,743) 4,487,718 (12,642) 360,072 11,499,254 (5,917,345) 94,848 (444,888) 3,175,473 (51,568) 28,922 - 14,793 (7,853) 594 (64,415) - - - - - - - (1,143) (64,964) 463 - - - - - (1,986) - (1,523) 47,687 83,661 221 (152,071) - (10,439) (175) (31,116) 54,075 47,175 - - 47,182 (11,487,893) 5,853,428 (94,847) 341,504 (5,387,808) 1,798,296 88,505 49,956 43,817 11,389 167 346 135,406 1,942 26,509 2,156,333 552,788 39,232 43,879 38,815 25,102 1,549 356 3,141 704,862 1,469,108 (9,255,181) 33,956 3,760,354 (143,743) 4,477,279 (12,817) 328,956 11,553,329 (5,870,170) 94,848 (444,888) 3,222,655 121 2013 ANNUAL REPORT - 18 - For the year ended December 31, 2012 Reported Adjustment Restated (*) CASH FLOWS FROM INVESTING ACTIVITIES: Cash in-flows from investing activities: Disposals of available-for-sale financial assets Disposals of held-to-maturity financial assets Disposals of investments in associates Disposals of premises and equipment Disposals of intangible assets Disposals of assets held-for-sale Cash out-flows from investing activities: Acquisitions of available-for-sale financial assets Acquisitions of held-to-maturity financial assets Acquisitions of investments in associates Acquisitions of premises and equipment Acquisitions of intangible assets Decrease in hedging derivatives Net cash provided by investing activities CASH FLOWS FROM FINANCING ACTIVITIES: Cash in-flows from financing activities: Issue of borrowings Issue of debentures Increase in hedging derivatives Cash out-flows from financing activities: Repayment of borrowings Repayment of debentures Decrease in hedging derivatives Dividends paid Net cash used in financing activities 17,389,744 9,795,378 15,171 7,539 566 1,725 27,210,123 17,518,312 9,024,781 59,918 131,850 9,423 1,708 26,745,992 464,131 3,977,649 5,390,611 91,397 9,459,657 5,707,281 7,367,677 44,187 609,251 13,728,396 (4,268,739) - - - - - - - - - - - - 228 228 (228) - - (91,397) (91,397) - - (44,187) - (44,187) (47,210) 17,389,744 9,795,378 15,171 7,539 566 1,725 27,210,123 17,518,312 9,024,781 59,918 131,850 9,423 1,936 26,746,220 463,903 3,977,649 5,390,611 - 9,368,260 5,707,281 7,367,677 - 609,251 13,684,209 (4,315,949) EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS (166,981) - (166,981) NET DECREASE IN CASH AND CASH EQUIVALENTS (796,116) (256) (796,372) CASH AND CASH EQUIVALENTS, BEGINNING OF THE YEAR 5,389,267 CASH AND CASH EQUIVALENTS, END OF THE YEAR 4,593,151 841 585 5,390,108 4,593,736 (2) The Group has not applied the following K-IFRSs that have been issued but are not yet effective: Amendments to K-IFRS 1032 „Financial Instruments: Presentation‟ The amendments to K-IFRS 1032 clarify the requirement for the offset presentation of financial assets and financial liabilities. The right to offset is unconditional to future events and can be exercised always during the contract periods. The right to offset is executable even in the case of default or insolvency. The amendments to K-IFRS 1032 are effective for the annual periods beginning on or after January 1, 2014. Amendments to K-IFRS 1039 – Financial Instruments: Recognition and Measurement The amendments to K-IFRS 1039 allows the continuation of hedge accounting when a derivative is novated to a clearing counterparty or entity acting in a similar capacity and certain conditions are met. The amendments to K-IFRS 1039 are effective for annual periods beginning on or after January 1, 2014. 122 woori bank - 19 - Amendments to K-IFRS 1110, K-IFRS 1112 and K-IFRS 1027 Investment Entities The amendments introduce an exception to the principle under K-IFRS 1110 that all subsidiaries shall be consolidated and require a reporting entity that meets the definition of an investment entity not to consolidate its subsidiaries but instead to measure its subsidiaries at fair value through profit or loss in its consolidated and separate financial statements. In addition, consequential amendments have been made to K-IFRS 1112 and K-IFRS 1027 to introduce new disclosure requirements for investment entities. The investment entities amendments are effective for annual periods beginning on or after January 1, 2014. K-IFRS 2121 Levies K-IFRS 2121 defines a levy as a payment to a government for which an entity receives no specific goods or services. The interpretation requires that a liability is recognized when the obligating event occurs. The obligating event is the activity that triggers payment of the levy and is typically specified in the legislation that imposes the levy. The interpretation is effective for annual periods beginning on or after January 1, 2014. The list above does not include some other amendments such as the Amendments to K-IFRS 1036 relating to recoverable amount disclosures for non-financial assets that are effective from January 1, 2014 with earlier application permitted. The Group is in the process of evaluating the impact on the financial statements upon the application of new and revised K-IFRSs that have been issued but are not yet effective. (3) Others 1) Change in presentation of employee benefits in general and administrative expenses Certain fringe benefits, which were considered as short term employee benefits and previously included in other general and administrative expenses, are separately presented as an item of salaries in general and administrative expenses. The impact from the reclassification is incorporated in the comparative other general and administrative expenses. Such changes in presentation of employee benefits have no effect on the net assets and net income of the Group. The changes in presentation of consolidated financial statements for the year ended December 31, 2012, are as follows (Unit: Korean Won in millions): Employee benefits Depreciation and amortization Other general and administrative expenses Reported Adjustment Restated (*) 1,247,956 131,970 1,347,714 2,727,640 259,185 - (259,185) - 1,507,141 131,970 1,088,529 2,727,640 (*) The effects of the application of K-IFRS 1019 „Employee Benefits‟ are not included but profit and loss from discontinued operations is included above. 2) Net income for financial assets and financial liabilities designated at ‗fair value through profit or loss‘ (―FVTPL‖) The Group has reclassified ₩ 329,005 million from financial liabilities held for trading (equity derivative liabilities) to financial liabilities designated at FVTPL (equity compound financial instruments) that are shown in Note 20 in order to facilitate the comparison between financial statements. As a result of the reclassification, loss from financial liabilities designated at FVTPL (compound financial instruments) increased by ₩ 34,991 million and loss from financial liabilities held for trading (loss from equity derivatives) decreased by ₩ 34,991 million for the year ended December 31, 2012, that is shown in Note 36. The reclassification has no impact on the net assets and net income of the Group as of December 31, 2012 and for the year ended in December 31, 2012. 123 2013 ANNUAL REPORT - 20 - (4) Basis of Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company (and its subsidiaries). Control is achieved where the Company 1) has the power over the investee, 2) is exposed, or has rights, to variable returns from its involvement with the investee, and 3) has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including: • The size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders, • Potential voting rights held by the Company, other vote holders or other parties • Rights arising from other contractual arrangements • Any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings. Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Profit or loss and each component of other comprehensive income are attributed to the owner of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owner of the Company and to the non- controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group‘s accounting policies. All intra-group transactions and, related assets and liabilities, income and expenses are eliminated in full on consolidation. Changes in the Group‘s ownership interests in subsidiaries that do not result in the Group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group‘s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognized directly in equity and attributed to the owner of the Company. When the Group loses control of a subsidiary, a gain or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. When assets of the subsidiary are carried at revalued amounts or fair values and the related cumulative gain or loss has been recognized in other comprehensive income and accumulated in equity, the amounts previously recognized in other comprehensive income and accumulated in equity are accounted for as if the Company had directly disposed of the relevant assets (i.e. reclassified to profit or loss or transferred directly to retained earnings). The fair value of any investment retained in the former subsidiary at the date when control is lost is recognized as the fair value on initial recognition for subsequent accounting under K-IFRS 1039 Financial Instruments: Recognition and Measurement or, when applicable, the cost on initial recognition of an investment in an associate or a joint venture. Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred. 124 woori bank - 21 - At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value at the acquisition date, except that:  - Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognized and measured in accordance with K-IFRS 1012 Income Taxes and K-IFRS 1019 Employee Benefits respectively; - Liabilities or equity instruments related to share-based payment arrangements of the acquiree or share- based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with K-IFRS 1102 Share-based Payment at the acquisition date; and - Assets (or disposal groups) that are classified as held for sale in accordance with K-IFRS 1105 Non- current Assets Held for Sale and Discontinued Operations are measured in accordance with that standard. Goodwill is measured as the excess of the sum of: a) the consideration transferred, b) the amount of any non-controlling interests in the acquiree, and c) the fair value of the acquirer's previously held equity interest in the acquiree (if any); over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of: a) the consideration transferred, b) the amount of any non-controlling interests in the acquiree, and c) the fair value of the acquirer's previously held interest in the acquiree (if any); the excess is recognized immediately in profit or loss as a bargain purchase gain. Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests' proportionate share of the recognized amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another K- IFRS. When the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‗measurement period‘ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with K-IFRS 1039 Financial Instruments: Recognition and Measurement, or K-IFRS 1037 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognized in profit or loss. When a business combination is achieved in stages, the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date (i.e. the date when the Company obtains control) and the resulting gain or loss, if any, is recognized in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognized in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date. 125 2013 ANNUAL REPORT - 22 - (5) Investments in associates An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with K-IFRS 1105 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, an investment in an associate is initially recognized in the consolidated statement of financial position at cost and adjusted thereafter to recognize the Group's share of the profit or loss and other comprehensive income of the associate. When the Group's share of losses of an associate exceeds the Group's interest in that associate (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate), the Group discontinues recognizing its share of further losses. Additional losses are recognized only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate. Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of an associate recognized at the date of acquisition is recognized as goodwill, which is included within the carrying amount of the investment. Any excess of the Group‘s share of the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition, after reassessment, is recognized immediately in profit or loss. Upon disposal of an associate that results in the Group losing significant influence over that associate, any retained investment is measured at fair value at that date and the fair value is regarded as its fair value on initial recognition as a financial asset in accordance with K-IFRS 1039. The difference between the previous carrying amount of the associate attributable to the retained interest and its fair value is included in the determination of the gain or loss on disposal of the associate. In addition, the Group accounts for all amounts previously recognized in other comprehensive income in relation to that associate on the same basis we would be required if that associate had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognized in other comprehensive income by that associate would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as reclassification adjustment) when it loses significant influence over that associate. When the Group reduces its ownership interest in an associate but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognized in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities. In addition, the Group applies K-IFRS 5 to a portion of investment in an associate that meets the criteria to be classified as held for sale. The requirements of K-IFRS 1039 Financial Instruments: Recognition and Measurement are applied to determine whether it is necessary to recognize any impairment loss with respect to the Group‘s investment in an associate. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with K-IFRS 1036 Impairment of Assets by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount, any impairment loss recognized forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognized in accordance with K-IFRS 1036 to the extent that the recoverable amount of the investment subsequently increases. When a group entity transacts with an associate of the Group, profits and losses resulting from the transactions with the associate are recognized in the Group's consolidated financial statements only to the extent of interests in the associate that are not related to the Group. (6) Segment reporting An operating segment is the level of business activity at which management reports to chief operating decision maker, for decision making purposes. In addition, the chief operating decision maker is responsible for evaluating the resources distributed to and the performance of an operating segment. 126 woori bank - 23 - (7) Accounting for foreign currencies translations 1) Functional currency and presentation currency The individual financial statements of each entity in the Group are presented in the currency of the primary economic environment in which the entity operates (―functional currency‖). The consolidated financial statements are expressed in Korean Won. 2) Translation of foreign currency transactions and balances at the end of reporting period In preparing the financial statements of the individual entities, transactions in currencies other than the entity‘s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Exchange differences on monetary items that qualify as hedging instruments in a cash flow hedge and form part of the Group‘s net investment in a foreign operation are recognized in equity. The Group is recognizing amortization and exchange rate variation effect as gains or losses of current period and the variation on the fair value as other comprehensive income or loss, respectively, both of which are effect of monetary securities of foreign currencies classified as available-for-sale financial instruments. And the Group is recognizing the variation on fair value and exchange rate variation effect of non-monetary securities of foreign currencies classified as available-for-sale financial asset, as other comprehensive income or loss. 3) Foreign currencies translation Financial position and operating results of the Group are translated into the Group‘s reporting currency as follows: Statement of consolidated financial position Statement of consolidated comprehensive income Description The assets and liabilities are translated at the exchange rate prevailing at the end of the reporting period. Equity is translated at exchange rate at the time of acquisition. The statement of consolidated comprehensive income is translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. (8) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, demand deposits and short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. 127 2013 ANNUAL REPORT - 24 - (9) Financial assets and financial liabilities 1) Classification of financial assets Financial assets are classified into the following categories depending on the nature and purpose of possession: financial assets at FVTPL, loans and receivables, available-for-sale (―AFS‖) financial assets, and held-to-maturity (―HTM‖) investments. a) Financial assets at FVTPL Financial assets are classified at FVTPL when the financial asset is either held for trading or designated at FVTPL. A financial asset is classified as held for trading if it meets one of the following criteria: – acquired or incurred principally to sell or repurchase during a short period of time; – part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or – a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument). A financial asset other than a financial asset held for trading may be designated as at FVTPL upon initial recognition if: – such designation eliminates or significantly reduces a recognition or measurement inconsistency that would otherwise arise; – the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or – it forms part of a contract containing one or more embedded derivatives, and in accordance with K- IFRS 1039 “Financial Instruments: Recognition and Measurement”, permits the entire hybrid (combined) contract to be designated as at FVTPL. Financial assets at FVTPL are recognized at fair value and gains and losses from the assets are recognized in net income as they arise. b) AFS financial assets AFS financial assets are those non-derivatives financial assets that are either designated as AFS financial assets or are not classified as ‗financial assets at FVTPL‘, ‗HTM investments‘ or ‗loans and receivables‘ c) HTM financial assets Non-derivative financial assets with fixed or determinable payments and fixed maturity dates that the Group has the positive intent and ability to hold to maturity are classified as HTM financial assets. d) Loans and receivables Non-derivative financial assets with fixed or determinable repayments that are not quoted in an active market are classified as loans and receivables, except those that are classified as AFS or as held-for-trading, or designated as at FVTPL. 2) Classification of financial liabilities Financial liabilities are classified as either financial liabilities at FVTPL or other financial liabilities measured at amortized cost. a) Financial liabilities at FVTPL 128 woori bank - 25 - Financial liabilities are classified at FVTPL when the financial liabilities is either held for trading or designated as at FVTPL. A financial liability is classified as held for trading if it meets one of the following criteria: – acquired or incurred principally for the purpose of selling or repurchasing it in the near term; – part of a portfolio of identified financial instruments that are managed together and for which there is evidence of a recent actual pattern of short-term profit-taking; or – a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument). A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if: – such designation eliminates or significantly reduces a recognition or measurement inconsistency that would otherwise arise; – the financial asset forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group's documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or – it forms part of a contract containing one or more embedded derivatives, and K-IFRS 1039 ―Financial Instruments: Recognition and Measurement‖ permits the entire hybrid (combined) contract to be designated as at FVTPL. b) Financial liabilities measured at amortized costs Financial liabilities that are not classified as at FVTPL are measured at amortized costs. Deposits and debt securities that are not designated as at FVTPL are classified as financial liabilities measured at amortized costs. 3) Recognition and Measurement Standard trading transaction of a financial asset is recognized at the date of transaction when the Group becomes a party to the contractual provisions of the asset. All types of financial instruments, except financial assets/liabilities at FVTPL, are measured at fair value at initial recognition plus transaction costs that are directly attributable to the acquisition (issuance). Financial assets/liabilities at FVTPL are initially recognized at fair value and transaction costs directly attributable to the acquisition (issuance) are recognized in the consolidated statements of comprehensive income. Financial assets/liabilities at FVTPL and AFS financial assets are subsequently measured at fair value. HTM financial assets, loans and receivables, and other financial liabilities are measured at amortized costs using the effective interest method. Interest income and expense in accordance with financial assets and liabilities are recognized in net income on an accrual basis using the effective interest method. Gains or losses arising from changes in the fair value of the financial assets/liabilities at FVTPL are presented in the consolidated statements of comprehensive income during the period in which they arise. Changes in the fair value of AFS financial assets are measured in other comprehensive income. Dividends income of financial assets at FVTPL and AFS financial assets is recognized in net income when the Group‘s right to receive the dividend is established. AFS financial assets recognize cumulative fair value adjustment, which is previously recognized in the equity, in net income when disposing of assets or recognizing impairment loss. 4) Derecognition of financial assets and liabilities The Group derecognizes a financial asset when the contractual right to the cash flows from the asset is expired, or when it transfers the financial asset and substantially all the risks and rewards of ownership of 129 2013 ANNUAL REPORT - 26 - the asset to another company. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognizes its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received. On derecognition of a financial asset in its entirety, the difference between the asset‘s carrying amount and the sum of the consideration received and receivable and the cumulated gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss. On derecognition of a financial assets other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset, or it retains a residual interest and such an retained interest indicates that the transferor has neither transferred nor retained substantially all the risks and rewards of ownership and has retained control of the transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognize under continuing involvement, and the part it no longer recognizes on the basis of the relative fair value of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part that is no longer recognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in profit or loss. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair value of those parts. The Group derecognizes the financial liability, when Group's obligations are discharged, canceled or expired. The difference between paid cost and the carrying amount of financial liabilities is recorded in profit or loss. (10) Offsetting financial instruments Financial assets and liabilities are presented net in the consolidated statements of financial position when the Group has an enforceable legal right to set off and an intention to settle on a net basis or to realize an asset and settle the liability. (11) Impairment of financial assets 1) Assets carried at amortized costs The Group assesses at the end of each reporting period whether there is any objective evidence that a financial asset (or a group of financial assets) is impaired. A financial asset (or a group of financial assets) is regarded as impaired when there is objective evidence of impairment loss as a result of one or more events (hereinafter the ―loss event‖) that occurred after the initial recognition and the loss event has an impact on the estimated future cash flows of the financial asset. The criteria used to determine whether there is objective evidence of impairment include: – significant financial difficulty of the issuer or obligor; – a breach of contract, such as a default or delinquency in interest or principal payments; – the lender, for economic or legal reasons relating to the borrower's financial difficulty, granting to the borrower a concession that the lender would not otherwise consider; – it becoming probability that the borrower will enter bankruptcy or financial re-organization; – the disappearance of an active market for the financial asset due to financial difficulties; or – observable data indicating that there is a measurable decrease in the estimated future cash flows of a group of financial assets after initial recognition, although the decrease in the estimated future cash flows of individual financial assets included in the group is not identifiable. For individually significant financial assets, the Group assesses whether objective evidence of impairment exists individually, and it assesses for impairment of financial assets that are not significant on an individual or collective basis. If there is no objective evidence of impairment exists for financial assets individually assessed, the Group includes the asset in a group of financial assets with similar credit risk 130 woori bank - 27 - characteristics and collectively assesses them for impairment. Assets for which the Group recognizes impairment based on an individual assessment or impairment loss is continuously recognized are not subject to a collective impairment assessment. The amount of impairment loss is measured as the difference between the asset‘s carrying amount and the present value of estimated future cash flows (excluding future credit loss that are not yet incurred), which is discounted at the financial asset‘s original effective interest rate. The amount of loss is reduced directly from the asset‘s carrying value or by using a provision account, and it is recognized in net income. For loans and receivables or HTM financial assets with the variable interest rate, the current effective interest rate, which is determined under the contract, is used to measure impairment loss. Whether collateral inflow is probable or not, the present value of the estimated future cash flows of collateralized financial asset is calculated as the cash flows, which may arise from collateral inflow, less costs of acquiring and selling collateral. Future cash flows for a group of financial assets that are collectively assessed for impairment are estimated based on the historical loss experience of assets having credit risk characteristics, similar to those in the group of financial assets. If the historical loss experience is not enough or not existed, similar corporation‘s comparable historical loss experience of a group of financial assets is used. The effects of current conditions that do not have an impact in the historical loss experience period are reflected, and the historical loss experience is adjusted based on the current observable data in order to remove the effects of conditions that currently do not exist but existed in the historical loss experience period. For a collective assessment on impairment, financial assets are classified based on similar credit risk characteristics (i.e. based on the assessment of credit risk or grading process, considering asset type, industry, geographical location, collateral type, past-due status, and other relevant elements) indicating the debtor‘s ability to pay all amounts of debt under the contractual terms. These characteristics are relevant to the estimation of future cash flows for groups of such assets as being indicative of the debtors‘ ability to pay all amounts due according to the contractual terms of the assets being evaluated. When estimating the changes in future cash flows, observable data (i.e. an impairment loss arising from a pool of assets, an unemployment rate indicating the loss and its parameter, asset price, product price, or payment status) needs to be consistently reflected. The methodology and assumptions used for estimating future cash flows are reviewed regularly to reduce the difference between loss estimates and actual loss experience. When the amount of impairment loss decreases subsequently and the decrease is related to an event occurred after the impairment is recognized (i.e. an improvement in the debtor‘s credit rating), the previously recognized impairment loss is reversed directly from or by adjusting the provision account. The reversed amount is recognized in net income for the current period. 2) AFS financial assets The Group assesses at the end of each reporting period whether there is objective evidence that the Group‘s financial asset (or a group of financial assets) is impaired. For debt securities, the Group uses the criteria refer to (9)-1) above. For equity investments classified as AFS financial assets, a significant or prolonged decline in the fair value below the cost is considered objective evidence of impairment. When the fair value of an AFS financial asset is decreased below its acquisition cost which is considered an objective evidence of impairment, the cumulative loss, amounting to the difference between the acquisition cost and the current fair value, is removed from other comprehensive income and recognized as an impairment loss in net income. For AFS equity instruments, impairment losses recognized on equity instruments are not reversed through net income. Meanwhile, when the fair value of AFS debt instrument increases in a subsequent period and the evidence is objectively related to an event occurred after recognizing the impairment loss, the impairment loss is reversed and recognized in net income. 131 2013 ANNUAL REPORT - 28 - (12) Investment properties The Group classifies the property held to earn rental or capital gain purpose as investment property. The investment property is measured at its cost at the initial recognition plus transaction costs arising at acquisition and after recognition, and is presented at cost less accumulated depreciation and accumulated impairment loss as carrying value. Subsequent costs are included in the carrying amount of the asset or recognized as a separate asset if it is probable that future economic benefits associated with the assets will flow into the Group and the cost of an asset can be measured reliably. Routine maintenance and repairs are expensed as incurred. While land is not depreciated, all other investment properties is depreciated based on the respective assets‘ estimated useful lives using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis. (13) Premises and equipment Premises and equipment are stated at cost less subsequent accumulated depreciation and accumulated impairment losses. The cost of an item of premises and equipment is directly attributable to their purchase or construction, which includes any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. It also includes the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located. Subsequent costs to replace part of the premises and equipment are included in the carrying amount of the asset or recognized as a separate asset if it is probable that the future economic benefits associated with the assets will flow into the Group and the cost of an asset can be measured reliably. The carrying amount of the replaced part is eliminated from the books. Routine maintenance and repairs are expensed as incurred. Premises and equipment are depreciated on a straight-line basis on the estimated economic useful lives as follows: Classification Buildings used for business purpose Structures in leased office Movable properties for business purposes Leased assets Useful life 40 years 5 years 5 years Of the same kind or with similar useful lives The Group reviews the depreciation method, the estimated useful lives and residual values of fixed assets at the end of each annual reporting period. If expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate. When the carrying amount of a fixed asset exceeds the estimated recoverable amount, the carrying amount of such asset is reduced to the recoverable amount. (14) Intangible assets 1) Goodwill Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets acquired, liabilities and contingent liabilities assumed at the date of acquisition is recognized as goodwill. Such goodwill is classified as intangible assets. A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is any indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit on a pro-rata basis based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognized directly in net income in the consolidated statements of comprehensive income. An impairment loss recognized for goodwill is not reversed in subsequent periods. 132 woori bank - 29 - On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the gain or loss on disposal. 2) Development costs, patents and other intangible assets Intangible assets are stated at the manufacturing cost or acquisition cost plus additional incidental expenses less accumulated amortization and accumulated impairment losses. Expenditures incurred in conjunction with development of new products or technology, in which the elements of costs can be individually identified and future economic benefits are probably expected, are capitalized as development costs under intangible assets. If the Group donates assets, such as buildings, to the government and is given a right to use or benefit from the assets, the donated assets are recorded as beneficial donated assets under intangible assets. Intangible assets are amortized using the straight-line method over the estimated useful lives, which are five years for development costs, contractual contact period for the beneficial donated assets, ten years for patents and five years for other intangible assets. The estimated useful life and amortization method are reviewed at the end of each reporting period. If expectations differ from previous estimates, the changes are accounted for as a change in an accounting estimate. Intangible assets, including goodwill and membership, with indefinite useful lives are tested for impairment annually. All other assets are tested for impairment when there is an objective indication that the carrying amount may not be recoverable, and if the indication exists, the Group estimates the recoverable amount. (15) Impairment of non-monetary assets Impairment loss is recognized carrying amount exceeding recoverable amount, recoverable amount is the higher of value in use and net fair value less costs to sell. For impairment testing purposes, assets are allocated to each of the Group‘s cash-generating units (―CGU‖). Non-monetary assets, except for goodwill impaired, are reviewed in subsequent periods for potential recovery of value and reversal of impairment previously recognized, at the end of each reporting period. (16) Lease A lease is classified as a financial lease, if it transfers substantially all the risks and rewards incidental to ownership with the lessee. Assets held under finance leases are initially recognized as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated statements of financial position as a finance lease obligation. Lease obligation deducting related financial cost is recognized as a financial lease liability. Interest factor included in financial cost is reflected in the consolidated statements of comprehensive income to achieve a constant rate of interest on the remaining balance of the liability. All other leases are classified as operating leases and are not recognized as an asset in the consolidated statements of financial position. Operating lease payments are recognized as expenses amortized over the lease period using the straight-line method after deducting any incentives from the lessor. 133 2013 ANNUAL REPORT - 30 - (17) Derivative instruments and hedging activities Derivatives are initially recognized at fair value at the date the derivative contract is entered into, and they are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognized in net income immediately unless the derivative is designated and effective as a hedging instrument. The Group designates certain hedging instrument to: – hedge of the exposure to changes in fair value of a recognized asset or liability or an unrecognized firm commitment (fair value hedge); – hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability or a highly probable forecast transaction (cash flow hedge); and – hedge of a net investment in a foreign operation. At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in fair values or cash flows of the hedged item. The fair value of derivatives that are designated and qualified as hedges is disclosed at Note 26. a) Fair value hedges Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognized in net income immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Hedge accounting is discontinued when the Group revokes the hedging relationship, when the hedging instrument no longer qualifies for hedge accounting and the fair value adjustment to the carrying amount of the hedged item is amortized to net income from that date to maturity using the effective interest method. b) Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in net income. Amounts previously recognized in other comprehensive income and accumulated in equity are reclassified to net income in the periods when the hedged item is recognized in net income. Hedge accounting is discontinued when the hedging instrument expires or is sold, or it no longer qualifies for hedge accounting, and any gain or loss accumulated in equity at that time remains in equity and is recognized when the forecast transaction is ultimately recognized in net income. When a forecasted transaction is no longer expected to occur, the gain or loss accumulated in equity is recognized immediately in net income. c) Hedge of a net investment in foreign operations Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognized in equity while the gain or loss relating to the ineffective portion is recognized immediately in net income. The cumulated gain and loss in other comprehensive income is reclassified from equity to net income on the disposal or partial disposal of the foreign operations. 134 woori bank - 31 - (18) Non-current assets (or disposal groups) held for sale The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. The Group measures a non- current asset (or disposal group) classified as held for sale at the lower of its carrying amount and fair value less costs to sell. (19) Compound financial instruments When the Group is authorized to issue compound financial instruments, the main contract and the embedded derivative financial instruments are recognized separately or the whole compound financial instruments is designated at financial instruments at FVTPL. An embedded derivative is separated from the host contract and accounted for as a derivative if, and only, if the economic characteristics and risks of the embedded derivative are not closely related to those of the host contract and a separate instrument with the same terms as the embedded derivative would meet the definition of a derivative and the hybrid (combined) instrument is not measured at fair value with changes in fair value recognized in profit or loss. After initial recognition, a host contract with debt securities is measured at amortized cost while an embedded derivative is measured at fair value with changes in fair value recognized in profit or loss. When the all of criteria to be classified in a financial asset or a financial liability which are explained above (6)-1) and (6)-2) are met, the whole compound financial instrument is designated as at FVTPL. After initial recognition, the whole compound financial instrument is measured at fair value with changes in fair value recognized in profit or loss. (20) Provisions The Group recognizes provisions if it has a present or contractual obligations as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount of the obligation is reliably estimated. Provisions are not recognized for future operating losses. The Group recognizes provisions related to the unused portion of point rewards earned by credit card customers, payment guarantees and litigations. Where the Group is required to restore a leased property that is used as a branch, to an agreed condition after the contractual term expires, the present value of expected amounts to be used to dispose, decommission or repair the facilities is recognized as an asset retirement obligation. Where there are a number of similar obligations, the probability that an outflow will be required in settlement is determined by considering the obligations as a whole. Although the likelihood of outflow for any one item may be small, if it is probable that some outflow of resources will be needed to settle the obligations as a whole, a provision is recognized. Provisions are recognized when the Group has a present obligation as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the present value of the best estimate of the consideration required to settle the present obligation at the end of the reporting period. The discount rate used in calculating the present value is the pre-tax discount rate taken into accounts the inherent risks and time value of the obligation, in the market. 135 2013 ANNUAL REPORT - 32 - (21) Equity capital The Group recognizes common stock as equity and redeemable preferred stocks as a liability. Direct expenses related to the issuance of new shares or options are recognized as a deduction from equity, net of any tax effects. If the Group reacquires its own equity instruments, those instruments (―treasury shares‖) are presented as a deduction from total equity. The gain or loss on the purchase, sale, issue, or cancellation of treasury shares is not recognized in net income but recognized directly in equity. (22) Financial guarantee contracts A financial guarantee contract refers to the contract that requires the issuer to pay the specified amounts to reimburse the holder for a loss because the specified debtor fails to make payment when due under original or revised contractual terms of debt instruments. The financial guarantee contract is measured on initial recognition at the fair value, and the fair value is amortized over the financial guarantee contractual term. After initial recognition, financial guarantee contract is measured at the higher of: – the present value of expected payment amount due to the financial guarantee contract; and – initially recognized amount of financial guarantee contract less recognized accumulated amortization in accordance with K-IFRS 1018 ‗Revenue.‘ (23) Interest income and expense recognition The Group recognizes interest income and expenses from HTM financial assets measured at amortized cost, loans and receivables, and other financial liabilities on an accrual basis using the effective interest method. Effective interest method is the method of calculating the amortized cost of financial assets or liabilities and allocating the interest income or expense over the relevant period. The effective interest rate reconciles the expected future cash in and out through the expected life of financial instruments or shorter period if appropriate, and net carrying value of financial assets or liabilities. When calculating the effective interest rate, the group estimates future cash flows considering all contractual terms of the financial instruments such as prepayment option, except the loss on future credit risk. Also, the effective interest rate calculation reflects commission, points (only responsible for the effective interest rate) that are paid or earned between contracting parties, transaction costs, and other premiums and discounts. (24) Dividends Dividends are recognized as liabilities when it is approved by the shareholder. 136 woori bank - 33 - (25) Employee benefits 1) Short-term employee benefits The Group recognizes the undiscounted amount of short-term employee benefits expecting payment in exchange for services when the employee renders the services. The Group, also, recognizes relevant liabilities and expenses for the accumulating compensated absence when the services that increase the future paid-leave right are rendered. Expenses and liabilities for the accumulated absence are also recognized in consideration of constructive obligation when the Group pays a bonus. 2) Retirement benefits The Group operates both defined benefit plan and defined contribution plan. Contributions to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling them to the contributions. For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are composed of service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements), net interest expense (income), and remeasurement. The Group presents the service cost and net interest expense (income) components in profit or loss, and the remeasurement component in other comprehensive income. Curtailment gains and losses are accounted for as past service costs. The retirement benefit obligation recognized in the consolidated statement of financial position represents the actual deficit or surplus in the Group‘s defined benefit plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plans. A liability for a termination benefit is recognized at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognizes any related restructuring costs. 3) Termination benefits Termination benefits are paid when employment is involuntarily terminated by the Group before the normal retirement date or an employee accepts voluntary retirement in exchange for benefits. The Group recognizes termination benefits when employment is terminated based on detailed formal plans or voluntary retirement is encouraged, providing termination benefits. Termination benefits are discounted at present value when they are due more than 12 months after the reporting date. 4) Profit-sharing and bonus plan The Group recognizes profit-sharing and bonus as provisions and expenses by considering profits related to shareholders of the Group after adjusting a specific sum of amounts. The Group recognizes obligations related to contracts and past practice as provisions. 137 2013 ANNUAL REPORT - 34 - (26) Income tax expense Income tax expense represents the sum of the tax currently payable and deferred tax. Income tax is recognized in net income except to the extent that it relates to items recognized in other comprehensive income or directly in equity. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination. Current tax expenses are calculated based on the basis of tax laws that have been enacted by the reporting date or substantively enacted in the countries where the Group operates and generates taxable income. Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. However, the Group does not recognize deferred tax arising on the initial recognition of an asset or a liability in a transaction that is not a business combination and that, at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred taxes are determined using tax rates and laws that have been enacted by the reporting date —the date when the relevant deferred tax assets are realized and the deferred tax liabilities are settled— or substantially enacted. Deferred tax assets are recognized if future taxable profits are probable so that the temporary differences can be used. Deferred tax liabilities are provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred taxes assets and liabilities relate to income taxes levied by the same taxation authority on either the taxable entity or different taxable entities where there is an intention either to settle the balances on a net basis or to realize the asset and settle the liability simultaneously. (27) Origination fees and costs The commission, which is part of the effective interest rate of loans, is accounted for deferred origination fees. Incremental cost related to the acquisition or disposal is accounted for deferred origination costs, and it is amortized on the effective interest method and included in interest revenues on loans. (28) Loan sales When the Group disposes of loans based on valuations performed by a third party independent specialist (institution) using a reasonable and rational method, the difference between the book value and the selling price is recognized as gains and losses on disposal. (29) Earnings per share (―EPS‖) Basic earnings per share is calculated by dividing net income from the statement of comprehensive income by the weighted average number of outstanding common shares, and diluted EPS is calculated by adjusted earnings and number of shares for the effects of all dilutive potential common shares. 138 woori bank - 1 - 2. SUMMARY OF SIGNIFICANT BASIS OF PREPARATION AND ACCOUNTING POLICIES – PLEASE REFER TO THE FULL VERSION OF INDEPENDENT AUDITORS’ REPORT 3. SIGNIFICANT ACCOUNTING ESTIMATES AND ASSUMPTIONS – PLEASE REFER TO THE FULL VERSION OF INDEPENDENT AUDITORS’ REPORT 4. RISK MANAGEMENT - PLEASE REFER TO THE FULL VERSION OF INDEPENDENT AUDITORS’ REPORT - 52 - 5. OPERATING SEGMENTS The Group‘s reporting segments comprise the following customers: consumer banking, corporate banking, investment banking, capital market, and headquarters and others. The reportable segments are classified based on the target customers for whom the service is being provided: Consumer banking Corporate banking Investment banking Capital market Headquarter and others Details of products and services Loans/deposits and financial services for consumer Loans/deposits and export/import, financial services for corporations Domestic/foreign investment, structured finance, M&A, Equity & fund investment related business, venture advisory related tasks, real estate SOC development practices, etc. Fund management, investment securities and derivatives business Sector does not correspond to the above operating segments. Segment operating income, which differs from financial operating income, is evaluated by the Group in deciding how to allocate resources and in assessing performance. Income tax of the Group is allocated to each segment proportionally by ratio of income before tax of each segment because this is not directly attributable to the operating segments. The details of assets and liabilities by each segment are as follows (Unit: Korean Won in millions): December 31, 2013 Consumer banking Corporate banking Assets 74,305,224 89,900,968 Liabilities 45,336,744 135,083,652 Consumer banking Corporate banking 71,919,601 84,989,581 Assets Liabilities 41,262,437 129,294,513 Capital market Investment banking 7,038,975 10,778,521 71,605,985 253,629,673 (3,644,902) 249,984,771 1,276,016 231,634,440 105,146 10,006,252 39,826,630 230,358,424 Headquarters and others Sub-total Total Inter- segment transactions December 31, 2012 Capital market Investment banking 8,016,568 20,548,977 66,505,665 251,980,392 (3,433,749) 248,546,643 229,951,702 111,792 18,346,591 39,778,177 228,793,510 Headquarters and others Sub-total 1,158,192 Total Inter- segment transactions 139 2013 ANNUAL REPORT - 53 - The details of operating income by each segment are as follows (Unit: Korean Won in millions): Net interest income Interest income Interest expense Inter-segment Non-interest income Non-interest income Non-interest expense Inter-segment Other expenses Administrative expenses Impairment losses on credit loss and others Operating income (loss) Non-operating income (loss) Net income before income tax expense Income tax expense Profit from continuing operations Profit from discontinued operations Net income Net interest income Interest income Interest expense Inter-segment Non-interest income Non-interest income Non-interest expense Inter-segment Other expenses Administrative expenses Impairment losses on credit loss and others Operating income (loss) Non-operating income (loss) Net income before income tax expense Income tax expense Net income Consumer banking Corporate banking Investment banking Capital market Headquarters and others Sub-total Inter-segment transaction Total For the year ended December 31, 2013 3,233,552 (1,653,013) (75,167) 1,505,372 3,832,239 (2,282,674) 397,485 1,947,050 256,860 (717) (236,489) 19,654 82,649 (29,121) 6,618 60,146 1,636,867 (1,030,149) (92,447) 514,271 9,042,167 (4,995,674) - 4,046,493 88,166 285,218 - 373,384 9,130,333 (4,710,456) - 4,419,877 645,404 (244,085) 14,346 415,665 518,355 (100,033) 25,445 443,767 401,904 (334,021) - 67,883 4,849,598 (4,856,921) - (7,323) 2,564,816 (2,340,018) (39,791) 185,007 8,980,077 (7,875,078) - 1,104,999 148,916 (498,961) - (350,045) 9,128,993 (8,374,039) - 754,954 (1,643,064) (831,660) (17,458) (21,744) (184,046) (2,697,972) 18,946 (2,679,026) (118,827) (1,761,891) (1,582,714) (2,414,374) (138,548) (156,006) (17,812) (39,556) (109,315) (293,361) (1,967,216) (4,665,188) (64,157) (45,211) (2,031,373) (4,710,399) 159,146 (23,557) (68,469) 13,267 405,917 486,304 (21,872) 464,432 (14,340) (10,787) 38,464 34,367 817,752 865,456 (812,060) 53,396 144,806 (35,043) (34,344) 8,311 (30,005) 7,261 47,634 (11,527) 1,223,669 (296,128) 1,351,760 (327,126) (833,932) 246,096 517,828 (81,030) 109,763 (26,033) (22,744) 36,107 927,541 1,024,634 (587,836) 436,798 - 109,763 - (26,033) - (22,744) - 36,107 29,476 957,017 29,476 1,054,110 - (587,836) 29,476 466,274 Consumer banking Corporate banking Investment banking Capital market Headquarters and others Sub-total Inter-segment transaction Total For the year ended December 31, 2012 4,090,920 (1,855,733) (134,749) 2,100,438 4,688,083 (2,820,879) 534,033 2,401,237 337,363 (72) (331,460) 5,831 288,608 (167,983) (32,769) 87,856 1,803,651 (1,270,969) (35,055) 497,627 11,208,625 (6,115,636) - 5,092,989 279,268 262,208 - 541,476 11,487,893 (5,853,428) - 5,634,465 687,246 (472,581) 13,573 228,238 972,849 (525,046) 20,515 468,318 340,024 (250,453) - 89,571 5,759,911 (5,777,549) - (17,638) 2,264,746 (1,788,927) (34,088) 441,731 10,024,776 (8,814,556) - 1,210,220 (123,967) (464,706) - (588,673) 9,900,809 (9,279,262) - 621,547 (1,673,720) (811,068) (18,278) (23,521) (140,655) (2,667,242) 4,017 (2,663,225) (118,449) (1,792,169) (1,484,228) (2,295,296) (77,748) (96,026) (64,678) (88,199) (174,145) (314,800) (1,919,248) (4,586,490) 90,541 94,558 (1,828,707) (4,491,932) 536,507 574,259 (624) (17,981) 624,558 1,716,719 47,361 1,764,080 (18,788) (2,849) 24,355 - 55,537 58,255 16,086 74,341 517,719 (125,288) 392,431 571,410 (138,281) 433,129 23,731 (5,743) 17,988 (17,981) 4,352 (13,629) 680,095 (164,583) 515,512 1,774,974 (429,543) 1,345,431 63,447 88,039 151,486 1,838,421 (341,504) 1,496,917 140 woori bank - 54 - Information on financial products and services The financial products of the Group are classified as interest, non-interest and other goods; however, since this classification has already been reflected in the component of the operating segments above. Therefore, revenue from external customers is not separately disclosed. Information on geographical areas Details of the geographical revenue from external customers and non-current assets are as follows (Unit: Korean Won in millions); Revenue from external customers(cid:1659) For the ended December 31, 2012 2013 17,395,174 864,152 18,259,326 2012 (*) 20,834,791 553,911 21,388,702 Non-current assets December 31, 2013 3,297,041 28,210 3,325,251 December 31, 2012 3,359,216 31,898 3,391,114 Domestic Overseas (*) Revenue classified as profit from discontinued operations are included. Revenue from external customers consists of interest income and non-interest income. Non-current assets consist of investments in associates, investment properties, premises and equipment, and intangible assets. 6. CASH AND CASH EQUIVALENTS (1) Details of cash and cash equivalents are as follows (Unit: Korean Won in millions): Cash and checks Foreign currencies Demand deposits Fixed deposits December 31, 2013 2,227,816 511,487 2,068,864 664,258 5,472,425 December 31, 2012 2,551,530 522,257 1,079,105 440,844 4,593,736 (2) Material transactions not involving cash inflows and outflows are as follows (Unit: Korean Won in millions): Changes in other comprehensive income (loss) due to valuation of AFS financial assets Changes in other comprehensive income of investment in associates Changes in other comprehensive income of overseas business translation Changes in other comprehensive income (loss) due to re-measurement Changes due to the credit card division spin-off Changes in investments in associates due to equity swap Changes in accrued dividends of hybrid equity securities 2013 2012 (5,370) (334,889) 1,055 1,210 (52,299) (74,110) 6,657 674,825 54,534 5,050 (48,826) - 75,290 (9,176) 141 2013 ANNUAL REPORT - 55 - 7. FINANCIAL ASSETS AT FVTPL (1) Details of financial assets at trading securities are as follows (Unit: Korean Won in millions): December 31, 2013 December 31, 2012 Securities in local currency: Korean treasury and government agencies Financial institutions Corporates Equity securities Beneficiary certificates CP Loaned securities Derivatives instruments assets: Interest rate derivatives Currency derivatives Equity derivatives Other derivatives Other financial assets (CMA CP) Gold banking assets 574,016 1,019,007 378,718 194,151 12,500 - 33,084 2,211,476 1,007,819 1,112,025 54,749 2,764 2,177,357 - 9,299 4,398,132 593,244 2,117,764 438,670 287,297 64,230 2,876,291 26,165 6,403,661 1,573,332 1,297,208 57,918 5,028 2,933,486 1,646,507 5,582 10,989,236 (2) Structured notes of financial assets at FVTPL are as follows (Unit: Korean Won in millions): Structured notes relating to credit risk: Synthetic CDO Structured notes relating to credit risk: Synthetic CDO Face value Carrying value Potential Risk December 31, 2013 - - Credit risk of underlying assets Face value Carrying value Potential Risk December 31, 2012 32,133 - Credit risk of underlying assets 142 woori bank - 56 - 8. AFS FINANCIAL ASSETS (1) Details of AFS financial assets are as follows (Unit: Korean Won in millions): December 31, 2013 December 31, 2012 AFS financial assets in local currency: Debt securities: Korean treasury and government agencies Financial institutions Corporates Others Equity securities: Listed stock Unlisted stock Capital contributions Beneficiary certificates Other securities AFS financial assets in foreign currencies: Debt securities Equity securities 2,640,757 6,512,037 2,701,669 316 11,854,779 478,198 701,094 255,215 3,043,186 4,477,693 5,083 16,337,555 228,529 91,613 320,142 2,365,203 5,503,457 2,330,567 316 10,199,543 444,653 759,145 238,055 2,455,482 3,897,335 - 14,096,878 262,302 108,954 371,256 Loaned securities 240,034 16,897,731 20,413 14,488,547 143 2013 ANNUAL REPORT - 57 - (2) Details of unrealized gains or losses on AFS financial assets are as follows (Unit: Korean Won in millions): AFS financial assets in local currency: Debt securities: Korean treasury and government agencies Financial institutions Corporates Others Sub-total Equity securities: Listed stock Unlisted stock Capital contributions Beneficiary certificates Sub-total Other securities Sub-total AFS financial assets in foreign currencies: Debt securities Equity securities Sub-total Loaned securities Total AFS financial assets in local currency: Debt securities: Korean treasury and government agencies Financial institutions Corporates Others Sub-total Equity securities: Listed stock Unlisted stock Capital contributions Beneficiary certificates Sub-total Sub-total AFS financial assets in foreign currencies: Debt securities Equity securities Sub-total Loaned securities Total Amortized cost Gross unrealized gains Gross unrealized losses Fair value December 31, 2013 2,649,705 6,508,988 2,713,063 316 11,872,072 418,904 568,982 257,470 2,986,333 4,231,689 4,985 16,108,746 229,158 72,423 301,581 239,899 16,650,226 6,158 4,345 18,703 - 29,206 64,440 136,809 13,572 59,192 274,013 98 303,317 124 27,231 27,355 313 330,985 (15,106) (1,296) (30,097) - (46,499) (5,146) (4,697) (15,827) (2,339) (28,009) - (74,508) (753) (8,041) (8,794) 2,640,757 6,512,037 2,701,669 316 11,854,779 478,198 701,094 255,215 3,043,186 4,477,693 5,083 16,337,555 228,529 91,613 320,142 (178) (83,480) 240,034 16,897,731 Amortized cost Gross unrealized gains Gross unrealized losses Fair value December 31, 2012 2,345,127 5,488,669 2,315,031 316 10,149,143 412,834 584,008 255,448 2,445,523 3,697,813 13,846,956 262,257 85,308 347,565 19,930 14,214,451 21,543 16,146 30,286 - 67,975 32,255 184,430 2,416 15,470 234,571 302,546 260 30,725 30,985 483 334,014 (1,467) (1,358) (14,750) - (17,575) (436) (9,293) (19,809) (5,511) (35,049) (52,624) (215) (7,079) (7,294) 2,365,203 5,503,457 2,330,567 316 10,199,543 444,653 759,145 238,055 2,455,482 3,897,335 14,096,878 262,302 108,954 371,256 - (59,918) 20,413 14,488,547 144 woori bank - 58 - (3) Structured notes of AFS financial assets are as follows (Unit: Korean Won in millions): Structured notes relating to credit risk: Cash CDO Synthetic CDO Structured notes relating to credit risk: Cash CDO Synthetic CDO Face value Carrying value Potential Risk December 31, 2013 138,045 - 138,045 - Credit risk of underlying assets - Credit risk of underlying assets - Face value Carrying value Potential Risk December 31, 2012 140,112 21,422 161,534 - Credit risk of underlying assets - Credit risk of underlying assets - 9. HTM FINANCIAL ASSETS (1) Details of HTM financial assets are as follows (Unit: Korean Won in millions): In local currency: Korean treasury and government agencies Financial institutions Corporates In foreign currencies: Debt securities December 31, 2013 December 31, 2012 4,728,909 2,155,965 5,131,162 12,016,036 5,527,699 3,242,394 5,534,920 14,305,013 22,784 12,038,820 36,493 14,341,506 (2) Details of unrealized gains or losses on HTM financial assets are as follows (Unit: Korean Won in millions): In local currency: Korean treasury and government agencies Financial institutions Corporates Sub-total In foreign currencies: Debt securities Total In local currency: Korean treasury and government agencies Financial institutions Corporates Sub-total In foreign currencies: Debt securities Total Amortized cost Gross unrealized gains Gross unrealized losses Fair value December 31, 2013 4,728,909 2,155,965 5,131,162 12,016,036 22,784 12,038,820 58,237 8,012 65,107 131,356 - 131,356 (16,900) (593) (6,361) (23,854) 4,770,246 2,163,384 5,189,908 12,123,538 - (23,854) 22,784 12,146,322 Amortized cost Gross unrealized gains Gross unrealized losses Fair value December 31, 2012 5,527,699 3,242,394 5,534,920 14,305,013 36,493 14,341,506 99,011 14,190 96,855 210,056 - 210,056 (5,691) (300) (3,139) (9,130) 5,621,019 3,256,284 5,628,636 14,505,939 - (9,130) 36,493 14,542,432 145 2013 ANNUAL REPORT - 59 - 10. LOANS AND RECEIVABLES (1) Details of loans and receivables are as follows (Unit: Korean Won in millions): Due from banks Loans Other loan and receivables December 31, 2013 10,187,337 186,478,454 10,694,889 207,360,680 December 31, 2012 10,084,461 175,984,800 14,139,064 200,208,325 (2) Details of due from banks are as follows (Unit: Korean Won in millions): December 31, 2013 December 31, 2012 Due from banks in local currency: Due from the BOK Due from depository institutions Due from non-depository financial institutions Due from the Korea Exchange Others Provisions for credit losses Due from banks in foreign currencies: Due from banks on demand Due from banks on time Others Provisions for credit losses 8,304,869 13 16,751 880 7,945 (1,978) 8,328,480 920,713 439,595 500,566 (2,017) 1,858,857 10,187,337 8,624,062 4,388 21,426 167 8,355 (1,943) 8,656,455 610,699 408,417 410,571 (1,681) 1,428,006 10,084,461 (3) Details of restricted due from banks are as follows (Unit: Korean Won in millions): Financial institution Due from banks in local currency: BOK Korea Exchange Korea Exchange Bank and others Due from banks in foreign currencies: BOK Bank of Japan and others Central bank of Japan and others Central bank of China and others Korea Investment & Securities Co., Ltd. and others December 31, 2013 December 31, 2012 Reason of restriction 8,304,869 250 7,708 8,312,827 701,238 158,058 395,573 60,042 2,925 1,317,836 9,630,663 8,624,062 Reserve deposits on BOK Act and others 250 Joint compensation fund for loss incurred 8,118 Litigation reserves and others 8,632,430 458,990 Reserve deposits on BOK Act and others 44,442 Reserve deposits in foreign branches and others 360,800 Reserve deposits in foreign subsidiary and others 62,762 Installation deposits of financial institution and others - Collateral for overseas future trading 926,994 9,559,424 146 woori bank - 60 - (4) Details of loans are as follows (Unit: Korean Won in millions): Loans in local currency Loans in foreign currencies Domestic banker’s usance Credit card accounts Bills bought in foreign currencies Bills bought in local currency Factoring receivables Advances for customers Privately placed bonds Loans for debt- equity swap Backed loans Call loans Bonds purchased under repurchase agreements Other loans Deferred loan origination fees and costs Present value discount Fair value hedging adjustment Provisions for credit losses December 31, 2013 155,917,926 9,995,683 4,958,522 5,122 4,234,937 90,859 175,447 54,645 497,196 498 310,748 8,090,655 4,980,889 50,728 294,955 (21,496) 142 (3,159,002) 186,478,454 December 31, 2012 144,616,560 9,505,325 4,892,884 4,117,401 4,128,832 551,901 156,246 125,841 788,503 498 369,606 5,215,330 4,230,934 42,147 229,311 (20,772) 248 (2,965,995) 175,984,800 (5) Details of other loans and receivables are as follows (Unit: Korean Won in millions): Accounts receivables Accrued income Guarantee deposits Other assets (*) Present value discount of other assets Provisions for credit losses December 31, 2013 8,265,877 880,452 1,022,932 918,097 (49,471) (342,998) 10,694,889 December 31, 2012 11,432,805 970,842 1,003,640 1,071,728 (53,231) (286,720) 14,139,064 (*) As of December 31, 2013, other assets include (cid:2936) 237,229 million of receivable from other financial institutions, conforming to the agreement of financial institution council. On the other hand, as of December 31, 2013, (cid:2936) 7,030 million to be paid by is accounted for as other financial liabilities and other operating income and other operating expenses were recorded respectively for the related amounts (Notes 25 and 40). 147 2013 ANNUAL REPORT - 61 - (6) Changes in the provisions for credit losses on loans and receivables are as follows (Unit: Korean Won in millions): Beginning balance Provisions for credit losses Recoveries of written-off loans Charge-off Sales of loans and receivables Unwinding effect Others Credit card division spin-off Ending balance Beginning balance Provisions for credit losses Recoveries of written-off loans Charge-off Sales of loans and receivables Unwinding effect Others Ending balance Consumers (258,884) (161,475) (28,132) 124,192 4,058 20,251 10 - (299,980) Consumers (191,447) (171,031) (40,997) 122,316 8,522 13,725 28 (258,884) For the year ended December 31, 2013 Others Credit cards (308,134) (118,173) (22,747) (49,829) (6,134) 39,346 - 114 249 107,332 (13) Corporates (2,571,148) (1,786,956) (155,405) 1,378,521 124,315 115,256 50,098 - (2,845,319) - 445 147 293 (3,882) 277 (360,683) For the year ended December 31, 2012 Others Credit cards (383,436) (119,484) (22,238) (143,965) (32) (31,498) 843 175,984 963 - 311 296 95,470 479 (308,134) (118,173) Corporates (2,657,257) (1,462,452) (145,140) 1,514,708 120,764 71,754 (13,525) (2,571,148) Total (3,256,339) (2,021,007) (189,671) 1,542,504 128,520 135,914 46,475 107,609 (3,505,995) Total (3,351,624) (1,799,686) (217,667) 1,813,851 130,249 86,086 82,452 (3,256,339) (7) Changes in deferred loan origination fees and costs are as follows (Unit: Korean Won in millions): Deferred loan origination fees Deferred loan origination costs Deferred loan origination fees Deferred loan origination costs Balance at January 1, 2013 (36,220) 265,531 229,311 Balance at January 1, 2012 (48,563) 202,694 154,131 For the year ended December 31, 2013 Increase Decrease (10,375) 199,563 189,188 20,511 (144,055) (123,544) Balance at December 31, 2013 (26,084) 321,039 294,955 For the year ended December 31, 2012 Increase Decrease (22,396) 181,999 159,603 34,739 (119,162) (84,423) Balance at December 31, 2012 (36,220) 265,531 229,311 148 woori bank - 62 - 11. THE FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The Group classified and discloses fair value of the financial instruments into the following three-level hierarchy: (cid:31) (cid:31) (cid:31) Level 1: fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: fair value measurements are those derived from inputs that are observable for the asset or liability, either directly (i.e. prices) or indirectly (i.e. derived from prices). Other than quoted prices included within Level 1 Level 3: fair value measurements are those derived from valuation technique that include inputs for the asset or liability that are not based on observable market data (unobservable inputs). (1) Fair value hierarchy of financial assets and liabilities measured at current fair value is as follows (Korean Won in millions): Level 1 (*2) Level 2 (*2) Level 3 Total December 31, 2013 Financial assets: Financial assets at FVTPL: Financial assets held for trading: Securities in local currency: Korean treasury and government agencies Financial institutions Corporates Equity securities Beneficiary certificate Loaned securities Derivatives instruments assets (*1): Interest rate derivatives Currency derivatives Equity derivatives Other derivatives Gold banking assets AFS financial assets: AFS financial assets in local currency: Debt securities: Korean treasury and government agencies Financial institutions Corporates Others Equity securities: Listed stock Unlisted stock Capital contributions Beneficiary certificates Other securities AFS financial assets in foreign currencies: Debt securities Equity securities Loaned securities 518,848 - - 194,151 - 33,084 746,083 - - 4 - 4 9,299 755,386 2,535,915 - - - 2,535,915 469,468 - - - 469,468 - 3,005,383 55,168 1,019,007 378,718 - 12,500 - 1,465,393 1,110,961 1,102,538 2,081 2,764 2,218,344 - 3,683,737 104,842 6,512,037 2,701,669 316 9,318,864 - - - 2,692,904 2,692,904 - 12,011,768 - - - - - - - 28,244 9,487 52,688 - 90,419 - 90,419 - - - - - 8,730 701,094 255,215 350,282 1,315,321 5,083 1,320,404 574,016 1,019,007 378,718 194,151 12,500 33,084 2,211,476 1,139,205 1,112,025 54,773 2,764 2,308,767 9,299 4,529,542 2,640,757 6,512,037 2,701,669 316 11,854,779 478,198 701,094 255,215 3,043,186 4,477,693 5,083 16,337,555 21,467 433 21,900 207,062 - 207,062 - 91,180 91,180 228,529 91,613 320,142 240,034 3,267,317 - 12,218,830 - 1,411,584 240,034 16,897,731 149 2013 ANNUAL REPORT Financial liabilities: Financial liabilities at FVTPL: Financial liabilities at trading securities: Gold banking liabilities Derivatives instruments liabilities (*1): Interest rate derivatives Currency derivatives Equity derivatives Other derivatives Financial liability designated at FVTPL: Compound financial instrument Debentures in local currency Debentures in foreign currencies - 63 - Level 1 (*2) Level 2 (*2) Level 3 Total December 31, 2013 9,254 - - - 460 - 460 9,714 - - - - 9,714 - - 1,026,495 1,032,206 17,264 2,912 2,078,877 2,078,877 6,097 125,529 57,630 189,256 2,268,133 - - 10,098 - 11,221 - 21,319 21,319 336,312 - - 336,312 357,631 9,254 - 1,036,593 1,032,206 28,945 2,912 2,100,656 2,109,910 342,409 125,529 57,630 525,568 2,635,478 (*1) Derivatives classified as financial assets and liabilities at FVTPL are included in derivative assets and liabilities. (*2) There have been no transfers between Level 1 and Level 2 financial assets and liabilities measured at fair value for the years ended December 31, 2013 and 2012. The Group recognizes transfers between levels at the end of reporting period when events or conditions change. Level 1 (*2) Level 2 (*2) Level 3 Total December 31, 2012 Financial assets: Financial assets at FVTPL: Financial assets held for trading: Securities in local currency: Korean treasury and government agencies Financial institutions Corporates Equity securities Beneficiary certificate CP Loaned securities Derivatives instruments assets (*1): Interest rate derivatives Currency derivatives Equity derivatives Commodity derivatives Other financial assets (CMA CP) Gold banking assets AFS financial assets: AFS financial assets in local currency: Debt securities: Korean treasury and government agencies Financial institutions Corporates Others Equity securities: Listed stock Unlisted stock Capital contributions Beneficiary certificates 592,907 - - 287,297 - - 26,165 906,369 - - 319 - 319 - 5,582 912,270 2,361,133 - - - 2,361,133 347,648 - - - 347,648 2,708,781 337 2,117,764 438,670 - 64,230 2,876,291 - 5,497,292 1,840,802 1,299,152 8,393 5,028 3,153,375 1,646,507 - 10,297,174 4,070 5,503,457 2,330,567 316 7,838,410 - - - 2,295,203 2,295,203 10,133,613 - - - - - - - - - - 49,206 - 49,206 - - 49,206 - - - - - 97,005 759,145 238,055 160,279 1,254,484 1,254,484 593,244 2,117,764 438,670 287,297 64,230 2,876,291 26,165 6,403,661 1,840,802 1,299,152 57,918 5,028 3,202,900 1,646,507 5,582 11,258,650 2,365,203 5,503,457 2,330,567 316 10,199,543 444,653 759,145 238,055 2,455,482 3,897,335 14,096,878 150 woori bank AFS financial assets in foreign currencies: Debt securities Equity securities Loaned securities Financial liabilities: Financial liabilities at FVTPL: Financial liabilities at trading securities: Gold banking liabilities Derivatives instruments liabilities (*1): Interest rate derivatives Currency derivatives Equity derivatives Other derivatives Financial liability designated at FVTPL: Compound financial instrument Debentures in local currency Debentures in foreign currencies - 64 - Level 1 (*2) Level 2 (*2) Level 3 Total December 31, 2012 19,143 1,541 20,684 243,159 - 243,159 - 107,413 107,413 262,302 108,954 371,256 20,413 2,749,878 - 10,376,772 - 1,361,897 20,413 14,488,547 5,582 - - - - - - 5,582 - - - - 5,582 - - 1,626,852 1,167,901 35,905 5,323 2,835,981 2,835,981 - 227,920 87,534 315,454 3,151,435 - - 58 - 6,443 - 6,501 6,501 329,005 - - 329,005 335,506 5,582 - 1,626,910 1,167,901 42,348 5,323 2,842,482 2,848,064 329,005 227,920 87,534 644,459 3,492,523 (*1) Derivatives classified as financial assets and liabilities at FVTPL are included in derivative assets and liabilities. (*2) There have been no transfers between Level 1 and Level 2 financial assets and liabilities measured at fair value for the years ended December 31, 2013 and 2012. The Group recognizes transfers between levels at the end of reporting period when events or conditions change. The amounts of equity securities carried at cost which do not have a quoted market price in an active market and cannot be measured reliably at fair value are (cid:2936) 23,676 million and (cid:2936)36,864 million as of December 31, 2013 and December 31, 2012, respectively. These securities are not actively traded or quoted equity instruments which were invested to special purposed entity such as asset securitization specialty and are classified into level 3 of unlisted stock and capital contributions. They are carried at cost because it is practically difficult to get financial information for valuation and expected cash flows of the unlisted equity securities cannot be measured reliably. The Group has no plan to sell these financial instruments in the near future. Financial assets’ carrying amount and related gains on disposal of financial assets carried at cost which do not have a quoted market price in an active market and cannot be measured reliably at fair value are follows (Unit: Korean Won in millions): (cid:71) Carrying amount Gain on transaction For the year ended December 31 2013 2012 1,195 1,943 11,752 5,384 Financial assets and liabilities at FVTPL, AFS financial assets, held-for-trading financial assets and liabilities and derivative assets and liabilities are recognized at fair value. Fair value is the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. Financial instruments are measured at fair value using a quoted market price in active markets. If there is no active market for a financial instrument, the Group establishes the fair value using valuation techniques. Fair value measurement methods for each type of financial instruments are as follows: 151 2013 ANNUAL REPORT - 65 - Debt securities Equity securities Derivatives Compound financial instruments Debentures Fair value measurement technique The fair value is measured by discounting the projected cash flows of debt securities by applying the market discount rate that has been applied to a proxy company that has similar credit rating to the issuers of the securities Among DCF (Discounted Cash Flow) Model, FCFE (Free Cash Flow to Equity) Model, Comparable Company Analysis, Dividend Discount Model, Risk-adjusted Rate of Return Method, and Net Asset Value Method, one or two methods are used given the characteristic of the subject of fair value measurement. The in-house developed model which is based on the models that are used by market participants in the valuation of general OTC derivative products, such as options, interest rate swaps, and currency swap that are based on inputs observable in the market. However, for some complicated financial instruments of which valuation should be based on some assumptions since some significant or all inputs to be used in the model are not observable in the market, the in-house derived model which is developed from the general valuation models, such as Finite Difference Method (“FDM”) or Monte Carlo Simulation. Compound financial instrument are mostly equity linked securities. The fair value of the securities are measured by discounting the weighted average cash flow of future underlying stock price scenarios generated by Monte-Carlo simulation by a proper discount rate. To generate the scenarios, estimation of an expected rate of return of the underlying stock, a variability of the stock price, and a correlation among the stocks when the numbers of underlying stocks are more than 2 is needed. The variability of the stock price and the correlation among the stocks are estimated based on historical stock prices. The fair value is measured by discounting the projected cash flows of a debenture by applying the market discount rate that is reflecting credit rating of the Group. Input variables Risk free market rate of return and credit spread Risk free market rate of return, market risk premium, corporate beta Risk-free market rate, forward rate, volatility, foreign exchange rate, stock prices, etc. Volatility of stock price and correlation Risk free market rate of return and forward rate Measurement techniques of the financial assets and financial liabilities of level 3 that are recorded at fair value and significant, unobservable inputs are as follows:(cid:71) Derivative assets Derivative liabilities Compound financial instrument Equity security Fair value in December 31, 2013 Fair value measurement technique 90,419 Option valuation model and others 21,319 Option valuation model and others 336,312 Monte Carlo Simulation External appraised value and others 1,411,584 Significant unobservable Input variable Correlation Historical variability Credit risk adjustment ratio Correlation Historical variability Correlation Historical variability Expected growth rate Range -1~1 0%~70% 0%~100% -1~1 0%~70% -1~1 0%~70% 0%~1% Fair value of financial assets and liabilities classified into Level 3 uses external evaluation or value that is independently appraised by the Group. Non-observable inputs used in measuring fair value are calculated from the internal system and adequacy of those inputs is reviewed at all times. Investment Valuation Committee is responsible for reviewing of external assessments, deciding of valuation methods and review of appropriateness of methodology. And the agenda of Investment Valuation Committee is reported to and approved by Risk Management Committee. Valuation methods are verified annually by focusing on large amount. 152 woori bank - 66 - (2) Changes in financial assets and liabilities classified into level 3 are as follows (Unit: Korean Won in millions): Transfer into/out of level 3 for the year ended December 31, 2013 Net Income (loss) Other comprehensive income (loss) Transfer to or from level 3 (*6) Disposals/ Settlements Purchases/ Issuances December 31, 2013 January 1, 2013 Financial assets: Financial assets at FVTPL: Financial assets held for trading: Derivative assets: Interest rate derivatives (*1) Currency derivatives (*2) Equity derivatives AFS financial assets: Listed stock in local currency (*3) Unlisted stock in local currency(*4) Capital contributions in local currency Beneficiary certificates in local currency (*4) Others in local currency Equity securities in foreign currencies Financial liabilities: Financial liabilities at FVTPL: Derivative liabilities: Interest rate derivatives (*1) Currency derivatives (*5) Equity derivatives (*1) Financial liabilities at FVTPL Compound financial instruments - - 49,206 49,206 3,379 - (9,759) (6,380) - - - - (550) - 13,241 12,691 188 - - 188 25,227 9,487 - 34,714 28,244 9,487 52,688 90,419 97,005 (34,654) 9,721 22,668 (19,173) (66,873) 8,730 759,145 (49,757) (23,483) 97,628 (82,214) (225) 701,094 238,055 8,077 14,820 48,330 (54,067) - 255,215 160,279 1,254,484 (3,674) (80,008) - 1,254,484 - (80,008) 6,113 7,171 418 7,589 58,862 227,488 (4,405) (159,859) 133,107 66,045 350,282 1,315,321 4,665 232,153 - (159,859) - 66,045 5,083 1,320,404 107,413 1,361,897 3,082 (76,926) (4,275) 3,314 3,517 235,670 (18,557) (178,416) - 66,045 91,180 1,411,584 58 - 6,443 6,501 5,558 604 3,076 9,238 329,005 335,506 7,998 17,236 - - - - - - 860 - - 860 (1,031) - - (1,031) 4,653 (604) 1,702 5,751 10,098 - 11,221 21,319 256,120 256,980 (256,811) (257,842) - 5,751 336,312 357,631 (*1) The derivative assets and liabilities were transferred into level 3 from level 2 upon the changes of fair value measurement method of the assets and liabilities by using the valuation techniques that include unobservable inputs from previously using valuation techniques that include inputs other than quoted prices included within Level 1 that are observable for the asset or liability. (*2) The derivative assets were transferred into level 3 from level 2 upon the changes of fair value measurement method of the assets by using the valuation techniques that include significant unobservable inputs. (*3) The AFS assets were transferred out of level 3 upon the change of the fair value measurement method of the assets by using quoted prices in the active market from previously using the external valuation specialists. (*4) AFS financial assets were transferred into or out of level 3 upon the changes in the degree of subjectivity and uncertainty used to measure fair values for the AFS financial assets. 153 2013 ANNUAL REPORT - 67 - (*5) The derivative liabilities were transferred into level 2 from level 3 upon the change of the fair value measurement of the liabilities by using the valuation techniques that include inputs other than quoted prices included within Level 1 that are observable for the asset or liability from previously the valuation techniques based on unobservable inputs. (*6) The Group recognizes transfers between levels at the end of reporting period within which events or conditions change. Out of the amounts recognized in net income for the year ended December 31, 2013, amounts related to assets and liabilities that the Group currently holds are recognized as net losses of (cid:2936) 101,827 million, which are included in gain or loss on financial instruments at FVTPL and gain or loss on AFS financial assets in the statements of comprehensive income. Transfer into/out of level 3 for the year ended December 31, 2012 Transfer to or from level 3 Other comprehensive income (loss) Disposals/ Settlements Purchases/ Issuances Net income December 31, 2012 January 1, 2012 Financial assets: Financial assets at FVTPL: Financial assets held for trading: Derivative assets: Equity derivatives AFS financial assets: Listed stock in local currency (*1) Unlisted stock in local currency Capital contributions in local currency Beneficiary certificates in local currency (*2) Equity securities in foreign currencies Financial liabilities: Financial liabilities at FVTPL: Derivative liabilities: Interest rate derivatives Equity derivatives Financial liabilities at FVTPL Compound financial instrument 31,191 18,015 - - - - 49,206 477,635 747,675 367,269 (138) (370,282) 24,539 87,924 29,208 (466,199) (42,139) 658 - 97,005 759,145 252,002 (2,323) (16,720) 31,484 (26,388) - 238,055 225,536 1,702,848 74,767 439,575 (37,287) (399,750) 14,137 162,753 (121,592) (656,318) 4,718 5,376 160,279 1,254,484 136,067 1,838,915 (6,771) 432,804 (4,167) (403,917) 5,224 167,977 (22,940) (679,258) - 5,376 107,413 1,361,897 43 10,158 10,201 232 (2,813) (2,581) 273,449 283,650 29,138 26,557 - - - - - - 195 195 (217) (1,097) (1,314) 84,353 84,548 (57,935) (59,249) - - - - - 58 6,443 6,501 329,005 335,506 (*1) The AFS assets were transferred into level 3 from level 1 upon the change of the fair value measurement method of the assets by using the external valuation specialists from previously using quoted prices in the active market. (*2) The AFS financial assets were transferred into level 3 from level 2 upon the changes of fair value measurement method of the assets by using the valuation techniques that include unobservable inputs from valuation techniques that include inputs other than quoted prices included within Level 1 that are observable for the asset or liability. The Group recognizes transfers between levels at the end of reporting period within which events or conditions change. Out of the amounts recognized in net income for the year ended December 31, 2012, amounts related to assets and liabilities that the Group currently holds are recognized as net gain of (cid:2936)61,608 million, which are included in gain or loss on financial instruments at FVTPL and gain or loss on AFS financial assets in the statements of comprehensive income. 154 woori bank - 68 - (3) The following table shows the sensitivity of level 3 fair values to reasonably possible alternative assumptions. The sensitivity analysis of the financial instruments has been performed by classifying with favorable and unfavorable changes based on how changes in unobservable assumptions have effects on the fluctuations of financial instruments’ value. When the fair value of a financial instrument is affected by more than one unobservable assumption, the below table reflects the most favorable or the most unfavorable changes which result from varying the assumptions individually. There are two types of level 3 financial instruments which should be done through sensitivity analysis. Some instruments, such as equity derivatives and interest rate derivatives, that fair value changes are recognized as current income. Others, such as equity securities, debt securities, and beneficiary certificates that fair value changes are recognized as other comprehensive income. And equity securities, of which fair value level is classified level 3, measured at cost are excluded from sensitivity analysis. The following table shows the sensitivity analysis to disclose the effect of reasonably possible alternative assumptions on the fair value of a level 3 financial instruments for as of December 31, 2013 and December 31, 2012 (Unit: Korean Won in millions): December 31, 2013 Net income (loss) Other comprehensive income (loss) Favorable Unfavorable Favorable Unfavorable Financial assets: Financial assets held-for-trading: Derivative assets (*1) AFS financial assets: Equity securities (*2) Beneficiary certificates (*3) Other securities (*3) Financial liabilities: Financial liabilities held-for-trading: Derivative liabilities (*1) Financial liabilities at FVTPL Compound financial instrument (*1) Financial assets: Financial assets held-for-trading: Derivative assets (*1) AFS financial assets: Equity securities (*2) Beneficiary certificates (*3) Financial liabilities: Financial liabilities held-for-trading: Derivative liabilities (*1) Financial liabilities at FVTPL Compound financial instrument (*1) December 31, 2012 Net income (loss) Other comprehensive income (loss) Favorable Unfavorable Favorable Unfavorable 18,827 (12,342) - - - - - 18,827 3,975 3,024 6,999 - - - - (12,342) (3,992) (2,982) (6,974) 64,129 5,851 130 70,110 70,110 - - - 9,241 - - - 9,241 3,550 5,900 9,450 (9,083) - - - (9,083) (3,662) (6,180) (9,842) - 116,488 1,953 118,441 118,441 - - - - (26,894) (5,642) (128) (32,664) (32,664) - - - - (47,998) (1,896) (49,894) (49,894) - - - (*1) Fair value changes of equity derivatives and financial assets designed at FVTPL are calculated by increasing or decreasing historical fluctuation rate of stock price and correlation by 10%. The historical fluctuation rate of stock price and correlation are major unobservable variables. Fair value changes of interest rate-linked and currency-linked derivatives are calculated by increasing or decreasing historical fluctuation rate of interest rate and credit risk adjustment by 10%. 155 2013 ANNUAL REPORT - 69 - (*2) Fair value changes of equity securities are calculated by increasing or decreasing growth rate (0~1%) and discount rate or liquidation value (-1~1%) and discount rate. The growth rate, discount rate, and liquidation value are major unobservable variables. (*3) Fair value changes of beneficiary certificates are calculated by increasing or decreasing price fluctuation of trust property and discount rate by 1%, respectively. The price fluctuation of trust property and discount rate are major unobservable variables. (4) Fair value and carrying amount of financial assets and liabilities that are recorded at amortized cost are as follows (Unit: Korean Won in millions): Financial assets: HTM financial assets Korean treasury and government agencies Financial institutions debt securities and others Loans and receivables Financial liabilities: Deposits due to customers Borrowings Debentures Other financial liabilities Financial assets: HTM financial assets Korean treasury and government agencies Financial institutions debt securities and others Loans and receivables Financial liabilities: Deposits due to customers Borrowings Debentures Other financial liabilities December 31, 2013 Fair value Level 2 Level 3 Carrying Value 2,087,786 7,376,076 9,463,862 - - - - 207,580,684 4,728,909 7,309,911 12,038,820 207,360,680 Level 1 2,682,460 - 2,682,460 - - - - - 175,169,966 17,270,399 16,963,469 19,399,034 - - - - 175,209,309 17,264,362 16,088,973 19,401,628 December 31, 2012 Fair value Value Level 3 Carrying Value 1,929,491 8,921,413 10,850,904 - - - - 202,139,877 5,527,699 8,813,807 14,341,506 200,208,325 169,300,346 17,479,730 18,875,761 20,771,932 - - - - 169,216,255 17,446,930 17,841,978 20,771,744 Level 1 3,691,528 - 3,691,528 - - - - - - Financial instruments are measured at fair value using a quoted market price in active markets. If there is no active market for a financial instrument, the Group measures fair value of the financial instruments using valuation techniques. Fair value measurement techniques and input variable for each type of financial instruments that are recorded at amortized cost are as follows: (cid:71) Debt securities Loans and receivables Deposits due to customers, borrowings and debentures Fair value measurement technique The fair value is measured by discounting the projected cash flows of debt securities by applying the market discount rate that has been applied to a proxy company that has similar credit rating to the issuers of the securities. The fair value is measured by discounting the projected cash flows of loan products by applying the market discount rate that has been applied to a proxy company that has similar credit rating to the debtor. The fair value is measured by discounting the projected cash flows of debt products by applying the market discount rate that is reflecting credit rating of the Group. Input variables Risk free market rate of return and credit spread Risk free market rate of return, credit spread and prepayment ratio Risk free market rate of return and forward rate 156 woori bank - 70 - 12. TRANSFER OF FINANCIAL INSTRUMENTS AND OFFSETTING (1) Transferred financial assets that do not meet the condition for derecognition. 1) Bonds Sold Under Repurchase Agreements The financial instruments that were disposed but the Group agreed to repurchase at the fixed amounts at the same time, so that they did not meet the conditions of derecognition, are as follows(Unit: Korean Won in millions): Transfer assets AFS financial assets HTM financial assets Liabilities Bonds Sold Under Repurchase Agreements 2) Loaned securities December 31, 2013 December 31, 2012 126,589 651,582 778,171 513,442 291,504 943,694 1,235,198 890,367 When the Group loans its securities to outside parties, the legal ownerships of the securities are transferred, however, they should be returned at the end of lending period therefore the Group does not derecognize them from the consolidated financial statements as it owns majority of risks and benefits from the securities continuously regardless of the transfer of legal ownership. Financial assets at Equity securities listed stock FVTPL: AFS financial assets Debt securities Korean treasury and government agencies December 31, 2013 December 31, 2012 Loaned to 33,084 240,034 273,118 26,165 20,413 46,578 Samsung securities Co., Ltd. and others Korea securities depository 157 2013 ANNUAL REPORT - 71 - (2) Derecognized financial instrument through disposals, on which the Group has continuous involvement The book value, fair value of, and maximum exposure to loss from the financial assets that were derecognized from the consolidated financial statements of the Group through disposals, but the Group still have continuous involvements are as follows (Unit: Korean Won in millions) KAMCO tenth Asset Securitization Specialty (“KAMCO specialty”) Conditional disposal of loans to KAMCO (*) Type of continuous involvement Acquisition of subordinated bonds of KAMCO specialty Guarantee against loss on transferred assets by the Group KAMCO specialty Type of continuous involvement Acquisition of subordinated bonds of KAMCO specialty Conditional disposal of loans to Guarantee against loss on KAMCO (*) transferred assets by the Group December 31, 2013 Book value of continuous participation Fair value of continuous participation Maximum exposure to loss 1,746 - 1,851 - 1,746 709 December 31, 2012 Book value of continuous participation Fair value of continuous participation Maximum exposure on loss 1,746 - 1,930 - 1,746 709 (*) The transferred assets are not settled yet. Therefore the cash flow upon the settlement is not determinable as of December 31, 2013. And the maximum exposure to loss represents the carrying amounts of the assets at the date when they were transferred to KAMCO. The Group derecognized the transferred assets although the Group retains and continues to retain substantially all such risks and rewards by applying the transition exemptions in K-IFRS 1101. (3) Financial assets and liabilities subject to offsetting, enforceable master netting agreements and similar agreements are as follows (Unit: Korean Won in millions): The Group has both domestic exchange receivables and domestic exchange payables which satisfy offsetting criteria of K-IFRS 1032. And the domestic exchange receivables (payables) are offset by domestic exchange payables (receivables) and recorded as loans and receivables or other financial liabilities in the consolidated statements of financial position. Certain financial assets and liabilities of the Group is subject to an enforceable master netting arrangement or similar agreement, under the circumstances of the counter-party’s default, insolvency or bankruptcy, These financial assets and liabilities includes derivative assets, derivative liabilities, receivable spot exchange and payable spot exchange which do not satisfy the offsetting criteria of K-IFRS 1032. In accordance with the collateral arrangements, cash collateral, which do not satisfy the offsetting criteria of K-IFRS 1032, can be offset with the net amount of derivatives assets, derivative liabilities, receivable spot exchange and payable spot exchange under the circumstances of the counter-party’s default, insolvency or bankruptcy. The Group has bonds sold under repurchase agreements which accounted as secured borrowings and bonds purchased under repurchase agreements which accounted as secured loans. The Group under the repurchase agreements has offsetting right only upon the counter-party’s default, insolvency or bankruptcy, thus the repurchase agreements are applied by the TBMA/ISMA Global Master Repurchase Agreement of which do not satisfy the offsetting criteria of K-IFRS 1032. The Group disclosed bonds sold (purchased) under repurchase agreements as borrowings (loans and receivables). 158 woori bank - 72 - The details of the Group’s recognized financial assets and liabilities subject to enforceable master netting arrangement or similar agreements as of December 31, 2013 and December 31, 2012, are as follows (Unit: Korean Won in millions): Gross amounts of recognized financial liabilities off-set in the statement of financial position December 31, 2013 Net amounts of financial assets presented in the statement of financial statement Non-offsetting amounts in the statement of financial position Master netting arrangement and others Cash collateral received - - 2,255,988 7,297,634 8,960,106 121,043 Gross amounts of recognized financial assets 2,255,988 7,297,634 Net amounts 472,473 - 4,980,889 23,805,554 (cid:1659) 38,340,065 - 23,222,175 23,222,175 4,980,889 583,379 4,980,889 - 15,117,890 13,940,995 - - - 583,379 121,043 1,055,852 2,088,469 342,409 7,298,804 - - - 2,088,469 342,409 7,298,804 8,970,132 513,442 25,988,995 (cid:3) 36,232,119 - 23,222,175 23,222,175 513,442 2,766,820 13,009,944 513,442 2,746,297 12,229,871 759,550 - - - 20,523 780,073 - - - - Financial assets: Derivative assets and others (*1) Receivable spot exchange (*2) Bonds purchased under resale agreements Domestic exchanges receivable (*3) Financial liabilities: Derivative liabilities and others (*1) Compound financial instrument Payable spot exchange (*4) Bonds sold under repurchase agreements Domestic exchanges payable Financial assets: Derivative assets and others (*1) Receivable spot exchange (*2) Bonds purchased under resale agreements Domestic exchanges receivable (*3) Financial liabilities: Derivative liabilities and others (*1) compound financial instrument Payable spot exchange (*4) Bonds sold under repurchase agreements Domestic exchanges payable Gross amounts of recognized financial assets 3,009,053 10,309,605 4,230,934 28,588,503 (cid:1659) 46,138,095 2,819,907 329,005 10,309,364 890,367 27,763,020 (cid:1659) 42,111,663 Gross amounts of recognized financial liabilities off-set in the statement of financial position December 31, 2012 Net amounts of financial assets presented in the statement of financial statement Non-offsetting amounts in the statement of financial position Master netting arrangement and others Cash collateral received - - 3,009,053 10,309,605 12,736,161 111,587 Net amounts 470,910 - - 27,703,689 27,703,689 4,230,934 884,814 18,434,406 4,230,934 - 16,967,095 - - - 884,814 111,587 1,355,724 - - - 2,819,907 329,005 10,309,364 12,699,901 - 27,703,689 27,703,689 890,367 59,331 14,407,974 890,367 59,331 13,649,599 758,375 - - - - 758,375 - - - - (*1) Derivatives assets and liabilities are including derivatives held-for-trading and derivatives held-for-hedging. (*2) Receivable spot exchanges are included in receivables of loans and receivables. (*3) Domestic exchanges receivables are included in other financial assets of loans and receivables. (*4) Payable spot exchanges are included in accounts payable of other financial liabilities. 159 2013 ANNUAL REPORT - 73 - 13. INVESTMENTS IN ASSOCIATES (1) Investments in associates are as follows (Unit: Korean Won in millions): December 31, 2013 Associates Location Korea Kumho Tires Co., Ltd. (*1) (*7) Woori Blackstone Korea Opportunity Private Equity Fund 1st Korea Woori Service Networks Co., Ltd. (*3) Korea Korea Woori Private Equity Fund Korea Credit Bureau Co., Ltd. (*2) Korea Finance Security Co., Ltd. (*3) United PF 1st Corporate Financial Korea Korea Capital stock 739,100 314,500 500 172,600 10,000 6,000 Korea 1,081,400 Main business Manufacturing Securities investment Freight & staffing Securities investment Credit information Security service Securities investment Percentage of ownership (%) Number of shares owned 18,497,105 Financial statements as of 12.5 December 31 67,446,424,658 4,704 21.4 December 31 4.9 November 30 49,931 144,000 183,870 28.9 December 31 7.2 December 31 15.3 November 30 190,650 17.7 December 31 Stability (*2) Chin Hung International Inc. (*3)(*6)(*7) Phoenix Digital Tech Co., Ltd. (*4) Poonglim Industrial Co., Ltd. (*8) Ansang Tech Co., Ltd. (*5) STX Engine Co., Ltd. (*1)(*5)(*7) Samho International Co., Ltd. (*1)(*5)(*7) Force TEC Co., Ltd. (*5) Hana Engineering & Construction Co., Ltd. (*5) (cid:71) Korea Korea Korea Korea Korea Korea Korea 47,300 2,000 69,200 300 123,000 Construction Manufacturing Construction Manufacturing Manufacturing 75,900 76,700 Construction Freight & staffing 25,010,400 73,160 4,146,800 21,800 7,379,600 1,190,000 34,144,788 Korea 3,900 Construction 177,874 26.8 November 30 18.3 December 31 29.9 September 30 23.0 15.0 - - - 7.8 22.6 22.2 - - Associates Kumho Tires Co., Ltd. (*1) (*7) Woori Blackstone Korea Opportunity Private Equity Fund 1st Woori Service Networks Co., Ltd. (*3) Woori Private Equity Fund Korea Credit Bureau Co., Ltd. (*2) Korea Finance Security Co., Ltd. (*3) United PF 1st Corporate Financial Stability (*2) Chin Hung International Inc. (*3)(*6)(*7) Phoenix Digital Tech Co., Ltd. (*4) Poonglim Industrial Co., Ltd. (*8) December 31, 2012 Number of shares owned 22,514,800 Percentage of ownership (%) 17.8 Financial statements as of December 31 90,297,987,131 4,704 53,286 144,000 183,870 190,650 125,052,000 73,160 4,316,176 21.4 4.9 28.9 7.2 15.3 17.7 27.9 18.3 31.6 December 31 November 30 December 31 December 31 November 30 December 31 November 30 December 31 - (*1) The Group has significant influence in the creditors' council. (*2) The Group can participate in the decision making body and exercise significant influence over Korea Credit Bureau Co., Ltd. and the United PF 1st Corporate Financial Stability through business partnerships. (*3) The significant business of Woori Service Network and Korea Finance Security is transacted mostly with the Group. As the financial statements as of December 31, 2013 of Korea Finance Security are not available, the Group applied the equity method by using the financial statements as of November 30, 2013 and adjusted for the effects of significant transactions or events that occurred between the date of those financial statements and the date of the consolidated financial statements. (*4) The Group’s ownership ratio in the entity based on the shares that have voting rights is 25.1%, therefore it is concluded that the Group has significant influence over the entity. (*5) The Group is holding the interest through debt for equity swap during the current period. In addition, the carrying values of investments in Ansang Tech and Hana Construction are nil as at the end of 2013. (*6) Due to the capital reduction of Chin Hung International Inc., which was performed during the current fiscal year, the number of shares owned by the Group diminished to 25,010,400 from 125,052,000. (*7) The investments in associates that have quoted market prices are Kumho Tire (Current year: KRW 11,500, Previous year: KRW 13,000), Chin Hung International Inc. (Current year: KRW 1,610, Previous year: KRW 648), STX Engine (Current year: KRW 4,600, Previous year: Not applicable), and Samho Co., Ltd. (Current year: KRW 3,300, Previous year: Not applicable) (*8) As the financial statements as of December 31, 2013 are not available, the Group applied the equity method by using the financial statements as of September 30, 2013 and adjusted for the effects of significant transactions or events that occurred between the date of those financial statements and the date of the consolidated financial statements. 160 woori bank - 74 - (2) The entities excluded from associates, although their percentage of ownership is higher than 20% as of December 31, 2013 and 2012 are as follows: (As of December 31, 2013) Associate Vogo 2-2 Special Purpose Entity (*1) LIG E&C Co., Ltd. (*2) Orient Shipyard Co., Ltd. (*2) GinsengK Co., Ltd. (*2) Pi City Co., Ltd (*2) Number of shares owned 24,548,281,071 755,946 465,050 2,107,432 871,631 Percentage of ownership 36.4% 22.8% 23.0% 20.2% 21.1% (*1) Even though the Group’s ownership ratio in the entity is more than 20% as a limited partner, it is determined that the Group does not have significant influence over the entity since the Group cannot exercise significant influence in the decision making bodies, such as the investment committee, thus it has been excluded from the investments in associates. (*2) Even though the Group’s ownership ratio in the entity is more than 20%, it does not have significant influence over the entities due to the fact that the entities are going through workout process under receivership, thus they have been excluded from the investments in associates. (As of December 31, 2012) Associate Vogo 2-2 Special Purpose Entity (*) Number of shares owned 24,187,282,362 Percentage of ownership 34.6% (*) Even though the Group’s ownership ratio in the entity is more than 20% as a limited partner, it is determined that the Group does not have significant influence over the entity since the Group cannot exercise significant influence in the decision making bodies, such as the investment committee, thus it has been excluded from the investments in associates. 161 2013 ANNUAL REPORT - 75 - (3) Changes in carrying value of investments in associates accounted for using the equity method are as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 Acquisition cost 93,003 156,029 January 1, 2013 Gain (loss) on valuation Acquisitions - 20,380 Disposals and others Dividends Capital (2,330) (29,378) - Other changes (4,600) December 31, 2013 140,101 67,446 99,125 24 49,931 129 15,151 3,600 3,031 758 4,244 191,617 201,364 56,223 559 14,477 - - - 550,332 60,275 538 13,916 47,008 7,492 34 535,642 5,918 14 3,424 316 122 2,366 (10,156) (3,364) (16,680) - - - 2,340 - - - - - - - - - 47,008 7,492 34 54,534 (22,851) (6,360) - - (3,354) (7) - - (1,123) - - - - - (554) - - - (56,137) - (55) - - - - - - - (6,422) - - - 919 3,925 1 - - - 1,392 - - - - - - (1,086) - 5,835 - - - 149 75,832 136 14,098 3,347 4,311 203,730 45,900 1,120 3,079 47,008 7,492 34 546,188 For the year ended December 31, 2012 Acquisition cost 113,204 January 1, 2012 111,357 Gain (loss) on valuation Acquisitions - 16,646 Disposals and others Dividends Capital 3,324 - - Other changes 24,702 December 31, 2012 156,029 90,298 76,828 9,883 16,301 (1,403) (2,484) - 24 53,286 3,600 98 32,475 3,012 38 (7,286) 283 758 3,468 831 - - - - - (11,222) - (7) - - - 1,184 (264) - (55) - - - - - - 191,617 60,275 538 14,477 528,077 149,099 - - - 376,337 8,815 (4,103) 2,319 - 27,426 43,617 60,275 538 14,477 135,208 - - - - (12,625) - - - - (2,546) - 51 (2,698) - 1,597 (167) - 400 - 24,935 99,125 129 15,151 3,031 4,244 201,364 56,223 559 14,477 550,332 Investee Kumho Tires Co., Ltd. Woori Blackstone Korea Opportunity Private Equity Fund 1 Woori Service Networks Co., Ltd. Woori Private Equity Fund Korea Credit Bureau Co., Ltd. Korea Finance Security Co., Ltd. United PF 1st Corporate Financial Stability Chin Hung International Inc. Phoenix Digital Tech Co., Ltd. Poonglim Industrial Co., Ltd. STX Engine Co., Ltd. Samho International Co., Ltd. Force TEC Co., Ltd. Investee Kumho Tires Co., Ltd. Woori Blackstone Korea Opportunity Private Equity Fund 1 Woori Service Networks Co., Ltd. Woori Private Equity Fund Korea Credit Bureau Co., Ltd. Korea Finance Security Co., Ltd. United PF 1st Corporate Financial Stability Chin Hung International Inc. Phoenix Digital Tech Co., Ltd. Poonglim Industrial Co., Ltd. 162 woori bank - 76 - (4) Condensed financial information related to most of investments in associates accounted for using the equity method is as follows (Unit: Korean Won in millions): Investee Kumho Tires Co., Ltd. Woori Blackstone Korea Opportunity Private Equity Fund Woori Service Networks Co., Ltd. Woori Private Equity Fund Korea Credit Bureau Co., Ltd. Korea Finance Security Co., Ltd. United PF 1st Corporate Financial Stability Phoenix Digital Tech Co., Ltd. Chin Hung International Inc. Poonglim Industrial Co., Ltd. STX Engine Co., Ltd. Samho International Co., Ltd. Investee Kumho Tires Co., Ltd. Woori Blackstone Korea Opportunity Private Equity Fund Woori Service Networks Co., Ltd. Woori Private Equity Fund Korea Credit Bureau Co., Ltd. Korea Finance Security Co., Ltd. United PF 1st Corporate Financial Stability Phoenix Digital Tech Co., Ltd. Chin Hung International Inc. Poonglim Industrial Co., Ltd. As of and for the year ended December 31, 2013 Assets 4,516,507 Liabilities 3,453,028 Operating revenue 3,676,336 Net income (Net loss) 110,580 354,993 4,485 52,623 63,043 31,113 1,159,220 23,159 551,443 545,000 1,975,978 680,075 894 1,736 3,880 16,542 2,985 10,294 17,044 459,171 472,549 1,726,903 565,878 13,794 14,131 872 51,571 45,003 152,315 33,409 403,977 164,734 542,281 646,868 27,620 1,061 11,864 4,909 6,356 13,567 (251) (14,915) (54,314) (560,405) 8,399 As of and for the year ended December 31, 2012 Assets 4,782,299 Liabilities 3,893,931 Operating revenue 4,047,691 Net income (Net loss) 120,584 463,839 4,383 1,522,818 55,944 29,363 1,153,268 24,435 581,766 556,432 1,687 1,774 1,453,866 13,834 1,666 17,685 21,388 456,016 634,856 51,321 12,874 210,079 47,660 42,196 98,873 18,497 480,238 348,420 44,918 1,140 (25,189) 5,019 5,703 48,241 7,328 (62,617) (862,251) 163 2013 ANNUAL REPORT - 77 - (5) Adjustments to calculate carrying value of most of investments in associates out of their net asset are as follows(Unit: Korean Won in millions) : Investee Kumho Tires Co., Ltd.(*) Woori Blackstone Korea Opportunity Private Equity Fund Woori Service Networks Co., Ltd. Woori Private Equity Fund Korea Credit Bureau Co., Ltd. Korea Finance Security Co., Ltd. United PF 1st Corporate Financial Stability Phoenix Digital Tech Co., Ltd. Chin Hung International Inc. (*) Poonglim Industrial Co., Ltd. STX Engine Co., Ltd. Samho International Co., Ltd. Net assets 1,063,479 354,099 2,749 48,743 46,501 28,128 1,148,926 6,115 92,272 72,451 249,075 114,197 Investee Kumho Tires Co., Ltd.(*) Woori Blackstone Korea Opportunity Private Equity Fund Woori Service Networks Co., Ltd. Woori Private Equity Fund Korea Credit Bureau Co., Ltd. Korea Finance Security Co., Ltd. United PF 1st Corporate Financial Stability Phoenix Digital Tech Co., Ltd. Chin Hung International Inc. (*) Poonglim Industrial Co., Ltd. Net assets 888,368 462,152 2,609 68,952 42,110 27,697 1,135,583 3,047 125,750 (78,424) December 31, 2013 Percentage of Ownership 12.5% Share in net assets 128,248 Good will 15,125 Internal transaction and others Carrying value of investments in associates (3,272) 140,101 21.4% 4.9% 28.9% 7.2% 15.3% 17.7% 18.3% 26.8% 29.9% 15.0% 7.8% 75,949 136 14,098 3,347 4,311 203,730 1,120 24,541 (35,275) 32,080 8,952 (cid:3) - - - - - - - 21,359 38,354 14,928 - (117) - - - - - - - - - (1,460) 75,832 136 14,098 3,347 4,311 203,730 1,120 45,900 3,079 47,008 7,492 Percentage of Ownership 17.8% December 31, 2012 Share in net assets 137,619 Good will 18,410 21.4% 4.9% 28.9% 7.2% 15.3% 17.7% 18.3% 27.9% 32.4% 99,125 - 129 - 15,151 - 3,031 - 4,244 - 201,364 - 559 - 21,359 34,864 (25,445) 39,922 Internal transaction and others Carrying value of investments in associates - - - - - - - - - - 156,029 99,125 129 15,151 3,031 4,244 201,364 559 56,223 14,477 (*) The net asset amount is after considering preferred stocks. 164 woori bank - 78 - 14. INVESTMENT PROPERTIES (1) Investment properties are as follows (Unit: Korean Won in millions): Acquisition cost Accumulated depreciation Net carrying value December 31, 2013 December 31, 2012 348,268 (14,434) 333,834 357,347 (11,165) 346,182 (2) Changes in investment properties are as follows (Unit: Korean Won in millions): Beginning balance of net carrying amount Disposals Depreciation Impairment loss (reversal) Classified to assets held-for-sale Foreign currencies translation adjustments Transfers from Premises and equipment Ending balance of net carrying value For the years ended December 31 2013 2012 346,182 (5,212) (3,414) (117) (3,594) (11) - 333,834 349,459 - (3,437) 80 - (65) 145 346,182 (3) Fair value of investment properties as of December 31, 2013 are as follows (Unit: Korean Won in millions): The fair value of investment property based on an assessment that was independently performed by external appraisal agencies as of December 31, 2013, is classified as level 3 in the fair value hierarchy. Classification Woori Finance Sangam Center and other The latest revaluation date Land Building Total March 31, 2013 270,661 70,073 340,734 (4) For the years ended December 31, 2013 and 2012, revenue occurred from investment properties is (cid:2936)14,416 million and (cid:2936)13,468 million, and the operating expenses directly related to the investment properties that generate rented fee amount to (cid:2936)1,223 million and (cid:2936)1,426 million, respectively. 165 2013 ANNUAL REPORT - 79 - 15. PREMISES AND EQUIPMENT (1) Details of premises and equipment are as follows (Unit: Korean Won in millions): Land Building Acquisition cost Accumulated depreciation Net carrying value 1,512,066 - 1,512,066 794,510 (91,945) 702,565 Land Building Acquisition cost Accumulated depreciation Net carrying value 1,517,728 - 1,517,728 772,646 (68,084) 704,562 December 31, 2013 Properties for business use 397,715 (301,377) 96,338 Structures in leased office 339,924 (281,711) 58,213 Construction in progress 31 - 31 December 31, 2012 Properties for business use 393,929 (291,259) 102,670 Structures in leased office 317,088 (260,048) 57,040 Construction in progress 3,680 - 3,680 Total 3,044,246 (675,033) 2,369,213 Total 3,005,071 (619,391) 2,385,680 (2) Details of changes in premises and equipment are as follows (Unit: Korean Won in millions): Beginning balance Foreign currencies translation adjustment Acquisitions Disposals Depreciation (*) Classified to assets held-for-sale Other transfers Others Credit card division spin-off Ending balance Beginning balance Foreign currencies translation adjustment Acquisitions Disposals Depreciation (*) Classified to assets held- for-sale Other transfers Others Ending balance For the year ended December 31, 2013 Land Building 1,517,728 704,562 Properties for business use 102,670 Structures in leased office Construction in progress Total 57,040 3,680 2,385,680 (29) 618 (2,809) - (955) - - (2,487) 1,512,066 (242) 18,683 (353) (24,329) (1,834) 6,920 - (842) 702,565 (530) 33,130 (1,826) (35,615) - - - (1,491) 96,338 53 20,899 (981) (28,044) - - 9,568 (322) 58,213 (4) 3,276 (1) - - (6,920) - - 31 (752) 76,606 (5,970) (87,988) (2,789) - 9,568 (5,142) 2,369,213 For the year ended December 31, 2012 Land Building 1,519,991 692,259 Properties for business use 87,410 Structures in leased office 43,468 Construction in progress Total 2,832 2,345,960 (95) 2,742 (3,925) - (937) (48) - 1,517,728 (246) 30,708 (838) (24,041) 290 6,430 - 704,562 (842) 54,203 (384) (38,115) - 269 129 102,670 (445) 35,362 (1,530) (23,248) - - 3,433 57,040 (37) 8,835 - - - (7,950) - 3,680 (1,665) 131,850 (6,677) (85,404) (647) (1,299) 3,562 2,385,680 (*) (cid:2936)279 million and (cid:2936)1,030 million are included in depreciation classified into profit and loss from discontinued operations for the years ended December 31, 2013 and 2012, respectively. 166 woori bank - 80 - 16. INTANGIBLE ASSETS (1) Details of intangible assets are as follows (Unit: Korean Won in millions): Development costs Software Industrial property rights December 31, 2013 Core deposits Others Membership deposits (*) Total Cost of purchases or appraised value Accumulated depreciation Accumulated impairment losses Net carrying value 18,463 (13,235) - 5,228 824 (539) - 285 397 (164) - 233 3,107 (3,107) 347,126 (289,089) 13,601 - 383,518 (306,134) - - - 58,037 (1,368) 12,233 (1,368) 76,016 Development costs Software Industrial property rights December 31, 2012 Core deposits Others Membership deposits (*) Total Cost of purchases or appraised value Accumulated depreciation Accumulated impairment losses Net carrying value 14,619 (12,697) - 1,922 789 (427) - 362 287 (121) - 166 3,153 (2,917) 346,617 (251,466) 12,427 - 377,892 (267,628) - 236 - 95,151 (1,344) 11,083 (1,344) 108,920 (*) Membership deposits include golf clubs and condominium membership deposits and their useful life cannot be measured. The Group has recognized impairment loss for the membership deposits since the recoverable amount is lower than the carrying amount. (2) Details of changes in intangible assets are as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 Beginning balance Foreign currencies translation adjustments Acquisitions Depreciation (*1) Impairment loss (Reversal of impairment loss) (*2) Disposals Credit card division spin-off Ending balance Beginning balance Foreign currencies translation adjustment Acquisitions Depreciation (*1) Impairment loss (Reversal of impairment loss) (*2) Disposals Transfers Ending balance Development costs 1,922 - 5,264 (976) - (982) - 5,228 Development costs 3,173 (1) 76 (1,326) - - - 1,922 Software 362 - 34 (111) Industrial property rights 166 - 120 (50) Core deposits Others 236 95,151 (79) 6 - 9,915 (242) (42,766) Membership deposits 11,083 (50) 3,380 - - - - 285 - - (3) 233 - - (754) - - (3,430) - 58,037 (780) (616) (784) 12,233 For the year ended December 31, 2012 Software 468 - 23 (129) Industrial property rights 150 1 48 (33) Core deposits Others 131,301 594 (26) - (213) 7,722 (332) (44,745) Membership deposits 11,701 (168) 1,554 - - - - 362 - - - 166 - - - 236 - (66) 1,152 95,151 (1,661) (343) - 11,083 (*1) Depreciation of (cid:2936)521 million and (cid:2936)2,012million are included in profit from discontinued operations for the years ended December 31, 2013 and 2012, respectively. (*2) Impairment loss of (cid:2936)6 million and (cid:2936)620 million are included in profit from discontinued operations for the years ended December 31, 2013 and 2012, respectively. Total 108,920 (123) 18,713 (44,145) (780) (2,352) (4,217) 76,016 Total 147,387 (407) 9,423 (46,565) (1,661) (409) 1,152 108,920 167 2013 ANNUAL REPORT - 81 - 17. OTHER ASSETS Details of other assets are as follows (Unit: Korean Won in millions): Suspense receivables: Prepaid expenses: Prepaid expenses in local currency Prepaid expenses in foreign currencies Unearned interest of prepaid expenses Others Supplies and others Non-operative assets: Non-operative real properties December 31, 2013 December 31, 2012 407 - 151,418 6,043 - 157,461 165,522 8,346 153 174,021 3,467 3,576 329 161,257 588 178,592 18. ASSETS HELD-FOR-SALE In accordance with K-IFRS 1105 ‘Non-current assets held- for-sale and discontinued operations’, the Group reclassified certain assets into assets held-for-sale. Assets held-for-sale of (cid:2936)587 million and (cid:2936)1,239 million, respectively, are recorded as of December 31, 2013 and December 31, 2012. 168 woori bank - 82 - 19. ASSETS SUBJECT TO LIEN AND ASSETS ACQUIRED THROUGH A FORECLOSURE (1) Details of assets subject to lien are as follows (Unit: Korean Won in millions): Due from banks Financial assets at FVTPL Financial institutions debt securities and others AFS financial assets Korean treasury and Collateral given to Samsung Securities and others Hanhwa Securities and others Nomura Securities December 31, 2013 Amount Reason for collateral Margin deposit for future or 8,242 option 176,298 Substitute securities and others Bonds sold under repurchase government agencies bonds and others 126,589 agreements (*) Financial institutions debt securities and others HTM financial assets Korean treasury and BOK and others Nomura Securities 2,284,954 and others Bonds sold under repurchase Limitation on total loan exposure government agencies bonds and others 651,582 agreements (*) Korean treasury and government agencies bonds and others BOK and others 2,728,492 5,976,157 and others Limitation on total loan exposure Due from banks Financial assets at FVTPL Financial institutions debt securities and others Collateral given to Goldman Sox and others Merrill Lynch and others AFS financial assets Korean treasury and Nomura Securities December 31, 2012 Amount Reason for collateral Deposits for futures margin and 5,989 others 353,818 Substitute securities and others Bonds sold under repurchase government agencies bond and others 291,504 agreements (*) Financial institutions debt securities and others HTM financial assets Korean treasury and BOK and others Nomura Securities 1,334,106 and others Bonds sold under repurchase Limitation on total loan exposure government agencies bonds and others 943,694 agreements (*) Korean treasury and government agencies bonds and others Loans BOK and others Postal Savings Bank of China Limitation on total loan exposure 3,867,577 and others 87,069 Collateral for borrowings 6,883,757 (*) Debt securities sold under the agreements that the seller repurchases at the agreed price or the sales price plus additional amounts at specified rate. These debt securities are not derecognized from the consolidated statements of financial position of the Group. The buyers of these debt securities has right to sell and pledge without constraints. As these debt securities are not derecognized, the related transferred amounts are recorded as liabilities, which are debt securities sold under repurchase agreement. (2) There are no assets acquired through a foreclosure as of December 31, 2013 and December 31, 2012. 169 2013 ANNUAL REPORT - 83 - (3) Details of loaned securities as of December 31, 2013 and December 31, 2012 are as follows (Unit: Korean Won in millions): Financial assets at Korean treasury and government FVTPL AFS financial assets agencies securities Korean treasury and government agencies bonds December 31, 2013 December 31, 2012 Loaned to 33,084 26,165 Samsung Securities and other 240,034 273,118 20,413 Korea Securities Depository 46,578 Loaned securities are loans of specific securities to borrowers who agree to return a like quantity of the same security. As the Group does not derecognize these securities, there are no liabilities related to loaned securities. (4) Collaterals held that can be disposed of and re-subject to lien regardless of defaults Fair value of the collaterals held that can be disposed of and re-subject to lien regardless of defaults as of December 31, 2013 and December 31, 2012 is as follows (Unit: Korean Won in millions): Fair value of collateral 4,830,746 Fair value of collateral 4,173,360 December 31, 2013 Fair value of the collaterals held, disposed of and re-subject to lien December 31, 2012 Fair value of the collaterals held, disposed of and re-subject to lien - - Securities Securities 170 woori bank - 84 - 20. FINANCIAL LIABILITIES AT FVTPL (1) Financial liabilities at FVTPL are as follows (Unit: Korean Won in millions): Financial liabilities held-for-trading Financial liabilities designated at FVTPL December 31, 2013 December 31, 2012 2,105,469 525,568 2,631,037 2,824,237 644,459 3,468,696 (2) Details of financial liability held-for-trading are as follows (Unit: Korean Won in millions): Derivative liabilities: Interest rate derivatives Currency derivatives Stock derivatives Other derivatives Deposits Gold banking liabilities December 31, 2013 December 31, 2012 1,033,924 1,032,206 27,173 2,912 2,096,215 9,254 2,105,469 1,612,423 1,167,901 33,008 5,323 2,818,655 5,582 2,824,237 (3) Details of financial liabilities designated at FVTPL are as follows (Unit: Korean Won in millions): Compound financial instrument Equity Debentures: Debentures in local currency Debentures in foreign currencies December 31, 2013 December 31, 2012 342,409 125,529 57,630 525,568 329,005 227,920 87,534 644,459 Compound financial instruments are designated as at FVTPL as the instruments contain one or more embedded derivatives and be permitted the entire compound financial instruments to be designated as at FVTPL in accordance with K-IFRS 1039 “Financial Instruments: Recognition and Measurement.” A portion of liabilities which do not meet the definition of financial liabilities held-for-trading is designated as financial instrument at FVTPL by using fair value option to eliminate or significantly reduce a measurement or recognition inconsistency that would otherwise arise from recognizing assets and liabilities on a different basis. (4) Credit risk adjustments to financial liabilities designated at FVTPL are as follows (Unit: Korean Won in millions): Financial liabilities designated at FVTPL Changes in fair value for credit risk adjustments Accumulated changes in credit risk adjustments December 31, 2013 December 31, 2012 525,568 (2,850) (43,531) 644,459 (23,142) (49,612) (5) Differences of financial liabilities at FVTPL’s carrying amount and face amount at maturity are as follows (Unit: Korean Won in millions): Carrying amount Face amount at maturity December 31, 2013 December 31, 2012 525,568 644,271 (118,703) 644,459 771,776 (127,317) 171 2013 ANNUAL REPORT - 85 - 21. DEPOSITS DUE TO CUSTOMERS (“ DEPOSITS ”) (1) Details of deposits by interest type are as follows (Unit: Korean Won in millions): December 31, 2013 December 31, 2012 Deposits in local currency: Deposits on demand: Interest bearing Non-interest bearing Money Trusts Deposits at termination Mutual installment 3,166,059 8,547,421 1,236,844 146,666,672 53,189 159,670,185 2,534,985 8,155,043 1,209,474 140,593,204 64,959 152,557,665 Certificate of deposits 3,297,551 1,144,569 Other deposits: Deposits on notes payable Deposits on CMA Deposits in foreign currencies: Interest bearing Non-interest bearing - - - 10,978,023 1,305,859 12,283,882 2,940,580 1,518,282 4,458,862 10,071,993 993,043 11,065,036 Present value discount (42,309) 175,209,309 (9,877) 169,216,255 (2) Details of deposits by customers are as follows (Unit: Korean Won in millions): Individuals Corporation Banks Government agencies Other financial institution Government Non-profit corporation Educational organization Foreign corporation Others Present value discount December 31, 2013 December 31, 2012 63,811,119 56,701,458 17,192,049 15,826,903 8,548,496 1,197,202 4,194,506 2,525,956 1,159,035 4,094,894 (42,309) 175,209,309 56,502,905 54,495,562 21,490,959 14,142,852 8,126,173 3,049,390 4,280,027 2,642,535 1,522,774 2,972,955 (9,877) 169,216,255 172 woori bank - 86 - 22. BORROWINGS AND DEBENTURES (1) Details of borrowings as are as follows (Unit: Korean Won in millions): December 31, 2013 Lender Interest rate (%) Amount Borrowings in local currency: Borrowings from the BOK Borrowing from government funds Others BOK Small & medium Business Corporation and others Seoul Metropolitan Government and others Borrowings in foreign currencies Offshore borrowings in foreign Bank of Communication and others Toronto Dominion Bank SG currencies Call-money Bonds sold under repurchase agreements Others Others Bills sold Asset-backed debt Others Present value discount Banks and others 0.5 ~ 1.0 0.0 ~ 3.5 0.0 ~ 3.8 0.0 ~ 12.0 0.8 0.0 ~ 5.5 1.4 ~ 21.2 0.0 ~ 2.7 2.9 ~ 3.2 513,841 1,790,146 2,769,875 5,073,862 6,225,236 21,106 4,871,976 513,442 111,096 448,500 (856) 17,264,362 December 31, 2012 Lender Interest rate (%) Amount Borrowings in local currency: Borrowings from the BOK Borrowing from government funds Others BOK Small & medium Business Corporation and others Seoul Metropolitan Government and others Borrowings in foreign currencies Call-money Bonds sold under repurchase agreements Others Others Bills sold Asset-backed debt Others Present value discount Commerz Bank AG and other Banks and others 1.3 0.0 ~ 3.5 0.0 ~ 3.8 0.0 ~ 10.5 0.2 ~ 4.4 1.5 ~ 21.2 0.0 ~ 3.5 2.7 ~ 4.8 (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) 519,965 1,843,071 2,145,854 4,508,890 6,966,540 4,505,094 890,367 82,624 494,600 (1,185) 17,446,930 173 2013 ANNUAL REPORT - 87 - (2) Details of other monetary organizations’ borrowings are as follows (Unit: Korean Won in millions): BOK General bank Others December 31, 2013 Borrowings in local currency Borrowings in foreign currencies Call-money Bonds sold under repurchase agreements 513,841 - 963 - 514,804 - 6,237,056 1,804,513 31,659 8,073,228 BOK General bank Others December 31, 2012 Borrowings in local currency Borrowings in foreign currencies Call-money Bonds sold under repurchase agreements 519,965 - - - 519,965 - 6,961,979 572,094 32,133 7,566,206 (3) Details of debentures are as follows (Unit: Korean Won in millions): - - 3,066,500 Total 513,841 6,237,056 4,871,976 459,512 3,526,012 491,171 12,114,044 - - 3,933,000 Total 519,965 6,961,979 4,505,094 856,009 4,789,009 888,142 12,875,180 Carrying value of bond: Ordinary bonds Subordinated bonds Discount on bonds December 31, 2013 December 31, 2012 Interest rate (%) 0.8 ~ 10.5 3.4 ~ 10.3 Amount 9,979,212 6,160,786 16,139,998 (51,025) 16,088,973 Interest rate (%) 1.3 ~ 10.5 (cid:1659) 3.4 ~ 10.3 (cid:1659) Amount 12,497,440 5,380,317 17,877,757 (cid:1659) (cid:1659) (cid:1659) (cid:1659) (35,779) 17,841,978 174 woori bank - 88 - 23. PROVISIONS (1) Details of provisions are as follows (Unit: Korean Won in millions): Provisions for guarantees (*) Provisions for unused commitments Provision for credit card point Other provision Asset retirement obligation December 31, 2013 501,662 68,363 - 26,441 21,759 618,225 December 31, 2012 405,729 139,970 6,416 13,899 13,427 579,441 (*) Provisions for guarantees include provision for financial guarantee of (cid:2936) 123,227 million and (cid:2936) 95,049 million as of December 31, 2013 and December 31, 2012, respectively. (2) Changes in provision except asset retirement obligation and retirement benefit obligation are as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 Provision for credit card point Other provisions Beginning balance Provisions provided (*) Provisions used Others Reversal of unused amount Foreign currencies translation adjustments Credit card division spin off Ending balance Beginning balance Provisions provided (*) Provisions used Others Reversal of unused amount Foreign currencies translation adjustments Ending balance Provision for guarantees 405,729 95,400 (40,506) 43,467 (1,998) (53) (377) 501,662 Provision for guarantees 437,557 51,870 (41,202) 34,426 (77,087) 165 405,729 Provision for unused commitments 139,970 1,825 (54) - (9,811) (101) (63,466) 68,363 Provision for unused commitments 116,444 26,370 (150) - (2,543) (151) 139,970 6,416 6,173 (5,157) - - - (7,432) - 13,899 24,652 (1,894) - - 48 (10,264) 26,441 701 27,078 (21,363) - - - 6,416 19,603 18 (3,051) - (2,671) - 13,899 Total 566,014 128,050 (47,611) 43,467 (11,809) (106) (81,539) 596,466 Total 574,305 105,336 (65,766) 34,426 (82,301) 14 566,014 For the year ended December 31, 2012 Provision for credit card point Other provisions (*) For the years ended December 31, 2013 and 2012, (cid:2936) 10,343 million and (cid:2936) 32,227 million, which are classified as profit from discontinued operations, are included in provisions provided account, respectively. (3) Changes in asset retirement obligation are as follows (Unit: Korean Won in millions): Beginning balance Provisions provided Provisions used Discount rate adjustment Amortization Equity spin-off of credit card Ending balance For the years ended December 31 2012 2013 13,427 909 (397) 8,659 38 (877) 21,759 11,080 1,561 (847) 1,605 28 - 13,427 175 2013 ANNUAL REPORT - 89 - 24. RETIREMENT BENEFIT OBLIGATION (1) The Group’s defined benefit plan characteristics are as follows: Employees and directors with one or more years of service are entitled to receive a payment upon termination of their employment, based on their length of service and rate of pay at the time of termination. The assets of the plans are measured at their fair value at the end of reporting date. Plan liabilities are measured using the projected unit method, which takes account of projected earnings increases, using actuarial assumptions that give the best estimate of the future cash flows that will arise under the plan liabilities. (2) The Group exposed to various risks through defined benefit retirement pension plan, and the most significant risks are as follows: Volatility of asset The defined benefit obligation was estimated with an interest rate calculated based on blue chip corporate bonds earnings. A deficit may occur if the rate of return of plan assets falls short of the interest rate. The plan assets include equity instruments and are exposed to volatility and risks. (cid:71) Decrease in profitability of blue chip bonds A decrease in profitability of blue chip bonds will be offset by some increase in the value of debt securities that the employee benefit plan owns but will bring an increase in the defined benefit liabilities. Risk of inflation Most defined benefit obligations are related to inflation rate; the higher the inflation rate is, the higher the level of liabilities. Therefore, deficit occurs in the system if an inflation rate increases. However, some plan assets are not influenced by (fixed rate obligation instruments) or slightly influenced by (equity instruments) an inflation rate. (3) Details of defined benefit obligation are as follows (Unit: Korean Won in millions): Present value of defined benefit obligation Fair value of plan assets Net defined benefit liabilities December 31, 2013 December 31, 2012 471,214 (431,844) 39,370 384,098 (318,161) 65,937 176 woori bank - 90 - (4) Changes in the present value of defined benefit obligation for the years ended December 31, 2013 and 2012 are as follows (Unit: Korean Won in millions): Beginning balance Service cost (*1) Interest cost Actuarial loss (gain) (*2) Adjustment due to foreign currencies translation Retirement benefit paid Past service cost Loss on the curtailment or settlement Others Ending balance For the years ended December 31 2013 2012 384,098 108,925 14,255 (10,085) 2,742 (24,870) - (3,985) 134 471,214 234,663 89,374 10,734 62,301 2 (11,084) 232 (2,097) (27) 384,098 (*1) Current service cost included in discontinued operations profit or loss is recorded for (cid:2936)1,274 million and (cid:2936) 1,614 million as of December 31, 2013 and December 31, 2012, respectively. (*2) All the changes about actuarial gains and losses are resulted from the effects of changes in actuarial assumptions about financial variables. (5) Changes in plan assets for the years ended December 31, 2013 and 2012 are as follows (Unit: Korean Won in millions): Beginning balance Interest income Return on plan assets (excluding amounts included in interest, above) Employer’s contributions Retirement benefit paid Curtailment or settlement Others Ending balance For the years ended December 31 2013 2012 318,161 13,861 (1,303) 124,695 (18,630) (3,725) (1,215) 431,844 212,436 11,793 (2,113) 105,591 (7,107) (2,055) (384) 318,161 The Group’s plan assets are deposited to other financial institutions by investing financial products such as retirement pension. For the next fiscal period, the expected contributions by the Group are (cid:2936) 103,548 million. (6) The significant actuarial assumptions used in defined benefit obligation assessment are as follows (Unit: Korean Won in millions) Discount rate Future wage growth rate December 31, 2013 4.28% 5.72% December 31, 2012 3.82% 5.66% 177 2013 ANNUAL REPORT - 91 - (7) Details of plan assets are as follows (Unit: Korean Won in millions): Time deposits Others December 31, 2013 394,561 37,283 431,844 December 31, 2012 300,180 17,981 318,161 (8) The sensitivity of actuarial assumptions used in assessment of defined benefit obligation is as follows (Unit: Korean Won in millions): Discount rate Future wage growth rate Increase by 1% point Decrease by 1% point Increase by 1% point Decrease by 1% point December 31, 2013 December 31, 2012 (43,196) 50,652 51,133 (44,336) (37,442) 44,120 44,367 (38,301) The sensitivity analysis indicates the change in the amounts of defined benefit obligation when each assumption changes without change in the remaining assumptions. The sensitivity of defined benefit obligations is determined by the same methods as the projected unit credit method used in calculating net defined benefit liability recognized in the statements of financial position. (cid:71) (9) Details of maturity analysis of retirement benefit paid, which is not discounted are as follows (Unit: Korean Won in millions): (cid:71) Less than 1 year 1~2 years 2~5 years 5~10 years Over 10 years December 31, 2013 December 31, 2012 3,295 14,742 77,327 98,156 273,380 1,014 10,421 55,095 81,817 231,325 (10) Retirement benefit measured cost with respect to the defined contribution are as follows (Unit: Korean Won in millions): Severance benefits-defined contribution (*) For the years ended December 31 2013 2,716 2012 2,196 (*) For the years ended December 31, 2013 and 2012, (cid:2936) 3 million and (cid:2936)14 million, respectively, which are classified as profit and loss from discontinued operations, are included in the severance benefits- defined contribution. 178 woori bank - 92 - 25. OTHER FINANCIAL LIABILITIES AND OTHER LIABILITIES Other financial liabilities and other liabilities are as follows (Unit: Korean Won in millions): December 31, 2013 December 31, 2012 Other financial liabilities: Accounts payable Accrued expenses Other financial liabilities (*) Difference on discount for the present value of the other financial liabilities Borrowing from trust accounts Deposits received Agency business revenue Domestic exchanges payable Foreign exchanges remittances Others on credit cards Agency and others Other liabilities: Unearned income Other miscellaneous liabilities 8,008,826 2,211,467 27,458 (2,651) 3,361,478 297,232 406,576 2,869,720 650,429 323 1,570,770 19,401,628 77,429 245,503 322,932 19,724,560 11,277,781 2,544,245 119,855 (1,428) 3,496,294 270,176 341,430 161,620 876,165 112,394 1,573,212 20,771,744 154,573 229,105 383,678 21,155,422 (*) In accordance with the creditor financial institutions committee agreement, the Group is to carry out a payment of (cid:2936) 7,030 million to other creditor financial institutions, that is included here (Notes 10 and 40). 179 2013 ANNUAL REPORT - 93 - 26. DERIVATIVES (1) Derivative assets and derivative liabilities are as follows (Unit: Korean Won in millions): December 31, 2013 Assets Notional amount For fair value hedge For trading For fair value hedge Liabilities For cash flow hedge For trading Interest rate: Futures Swaps Long options Short options Currency: Futures Forwards Swaps Long options Short options Equity: Futures Long options Short options Others: 31,722 122,337,394 737,963 2,722,963 (cid:1659)(cid:1659) (cid:1659)(cid:1659) 1,404,267 28,550,832 19,642,395 642,132 644,770 (cid:1659)(cid:1659) (cid:1659)(cid:1659) 54,126 464,827 1,065,422 (cid:1659)(cid:1659) (cid:1659)(cid:1659) - 131,386 - - - - - - - - 24 - - 996,464 11,355 - - 346,554 713,975 51,496 - - 54,749 - Futures Forwards Swaps Short options 660 12,607 160,429 8,346 178,480,855 - - - - 131,410 - 268 2,496 - 2,177,357 - 13 - - - - - - - - - 1,772 - - - - 1,785 - 2,656 - - - 1,025,354 - 8,570 - - - - - - - - - 368,681 655,134 - 8,391 - - 27,173 - - - - 2,656 - 507 2,356 49 2,096,215 December 31, 2012 Assets Notional amount For fair value hedge For cash flow hedge For trading For fair value hedge Liabilities For cash flow hedge For trading Interest rate: Futures Swaps Long options Short options Currency: Futures Forwards Swaps Long options Short options Equity: Futures Long options Short options Others: Forwards Swaps Long options Short options 152,098 144,343,001 1,755,000 1,532,297 (cid:1659) (cid:1659) (cid:1659) (cid:1659) 1,459,974 43,172,343 20,834,992 1,146,439 1,144,362 (cid:1659) (cid:1659) (cid:1659) (cid:1659) 34,593 637,892 824,431 (cid:1659) (cid:1659) (cid:1659) (cid:1659) 14,897 56,388 164,638 180,594 217,453,939 - 267,470 - - - - - - - - - - - - - - 267,470 - - - - - 1,547,622 25,710 - - - 1,944 - - - 451,040 674,963 171,205 - - - - - 57,918 - - - - - 1,944 139 3,042 1,847 - 2,933,486 - 6,158 - - (cid:1659)(cid:1659) (cid:1659)(cid:1659) - - - - - (cid:1659)(cid:1659) (cid:1659)(cid:1659) - - 9,340 (cid:1659)(cid:1659) (cid:1659)(cid:1659) - - - - 15,498 - 8,329 - - - 1,591,187 - 21,236 - - - - - - - - - 461,480 686,458 - 19,963 - - 33,008 - - - - 8,329 285 2,964 - 2,074 2,818,655 The above disclosure includes all derivatives regardless of the financial instrument categories. Derivatives held- for- trading purpose classified into financial assets or liabilities at FVTPL (Notes 7 and 20) and derivatives for hedging are stated as in a separate line item of the consolidated statements of financial position. 180 woori bank - 94 - The amounts of credit value adjustment (“CVA”) for the derivative assets are as follows (Unit: Korean Won in millions): Fair value of derivative assets Derivative assets before CVA Credit value adjustment Fair value of derivative liabilities Derivative liabilities before DVA Debt value adjustment December 31, 2013 December 31, 2012 2,389,145 (80,378) 2,308,767 2,101,584 (928) 2,100,656 3,397,920 (195,020) 3,202,900 2,842,482 - 2,842,482 (2) Gains or losses on valuation of derivatives are as follows (Unit: Korean Won in millions): Purpose of fair value hedge Hedged item Gain on fair value hedges Loss on fair value hedges Hedging instrument Gain on derivatives Loss on derivatives For the year ended December 31, 2013 For the year ended December 31, 2012 127,558 (13,505) 114,053 11,487 (119,776) (108,289) (cid:3) 43,879 (43,817) 62 39,232 (49,956) (10,724) 27. DAY 1 PROFITS AND LOSSES Changes in deferred day 1 profits and losses are as follows (Unit: Korean Won in millions): Beginning balance New transactions Amounts recognized in net income Ending balance For the years ended December 31 2013 2012 3,178 6,999 (3,921) 6,256 4,570 1,817 (3,209) 3,178 Although no observable elements were available in active market to determine fair value of the financial instruments, valuation techniques were utilized to determine fair value of such instruments. These financial instruments are recorded at their fair values at the time of purchase even though there were differences noted on the transaction price and fair value obtained from valuation techniques. The table above shows the differences yet to be recognized in net income. 181 2013 ANNUAL REPORT - 95 - 28. CAPITAL STOCK, HYBRID EQUITY SECURITIES AND CAPITAL SURPLUS (1) Capital stock, hybrid securities and capital surplus are as follows (Unit: Korean Won in millions): Capital stock: Common stock Preferred stock Hybrid equity securities Capital surplus: Capital in excess of par value Other capital surplus December 31, 2013 December 31, 2012 2,983,452 - 2,380,797 269,535 465,136 6,098,920 3,479,783 350,000 1,681,807 346,880 465,136 6,323,606 (2) The number of authorized shares is as follows (Unit: Korean Won in millions): Authorized shares of capital stock Par value Issued shares of Common stock Preferred stock December 31, 2013 3,000,000,000 shares (cid:2936) 5,000 596,690,380 shares shares - December 31, 2012 3,000,000,000 shares (cid:2936) 5,000 695,956,580 shares 70,000,000 shares (3) Changes in the number of issued shares are as follows (Unit: Number of stock): Beginning Credit card division spin-off Convertible preferred stock Ending For the year ended December 31, 2013 Preferred stock Common stock 70,000,000 695,956,580 (15,469,070) (153,797,130) (54,530,930) 54,530,930 - 596,690,380 (4) Hybrid equity securities classified as equity are as follows (Unit: Korean Won in millions): (cid:71) Issue date Maturity 2008. 6. 20. 2038. 6. 20. 2009. 3. 31. 2039. 3. 31. 2013.4. 25. 2043.4. 25. 2013.11.13. 2043.11.13. 2037. 5. 2. 2007. 5. 2. Interest rates (%) 7.7 6.7 4.4 5.7 6.2 December 31, 2013 December 31, 2012 254,632 499,999 499,288 199,702 927,176 2,380,797 254,632 499,999 - - 927,176 1,681,807 Local currency Foreign currency (cid:71) The Group can exercise its right to early repayment after five or ten years after issuing hybrid equity securities, and at the date of maturity, the contractual agreements allow the Group to indefinitely extend the maturity date with the same contractual terms. If the Group makes a resolution not to pay the dividends of common share at general meeting of shareholder, the Group is exonerated from interest payment on the hybrid equity securities. 182 woori bank - 96 - (5) Details of capital surplus are as follows (Unit: Korean Won in millions): Capital in excess of Increase by issuance of preferred stock and par value common stock issue cost Other capital surplus Increase by acquisition of banking segment of formerly Peace Bank Gain on disposal of subsidiary stock (formerly December 31, 2013 December 31, 2012 269,535 346,880 31,903 31,903 Woori Investment Trust Management Co., Ltd.) 17,392 17,392 Loss on disposal of subsidiary stock (formerly Woori Investment Securities Co., Ltd.) Increase by merger with formerly Woori Investment Bank Co., Ltd. Increase by merger with formerly Woori Card Increase by additional acquisition of interests in P.T. Bank Woori Indonesia (55,369) (55,369) 138,682 330,395 2,133 465,136 734,671 138,682 330,395 2,133 465,136 812,016 29. OTHER EQUITY Changes in other equity are as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 Beginning balance Increase (decrease) on valuation (*) Adjustments (*) Income tax effect Ending balance Gain (loss) on valuation of AFS securities Share of other comprehensive gain (loss) on associates Gain (loss) on valuation of cash flow hedge Gain (loss) on overseas business translation and others Re-measurement elements of net defined benefit liability 207,776 (281) (1,447) (75,232) (62,246) 68,570 17,778 (40,683) 2,738 187,609 1,392 636 (68,728) 9,007 (39,915) - 811 - (337) - 774 - 16,429 (127,531) - (39,872) (2,130) 16,700 (55,369) 5,483 Gain (loss) on valuation of AFS securities Share of other comprehensive gain (loss) on associates Gain (loss) on valuation of cash flow hedge Gain (loss) on overseas (1,491) (2,430) business translation and others (1,122) Remeasurement elements of net defined benefit liability (13,420) 524,202 For the year ended December 31, 2012 Beginning balance Increase (decrease) on valuation (*) Adjustments (*) Income tax effect Ending balance 542,665 74,826 (516,633) 106,918 207,776 1,597 983 (99,522) (64,414) (86,530) - - - (387) (281) - (1,447) 25,412 (75,232) - (516,633) 15,588 147,531 (62,246) 68,570 (*) For the change in gain (loss) on valuation of AFS financial assets, increase(decrease) on valuation represents the change from the valuation for the period, and reclassification adjustments show disposal or recognition of impairment losses on AFS financial assets. 183 2013 ANNUAL REPORT - 97 - 30. RETAINED EARNINGS (1) Changes in retained earnings are as follows (Unit: Korean Won in millions): Legal reserve Legal reserve Other legal reserve December 31, 2013 1,434,455 72,878 1,507,333 December 31, 2012 1,406,364 63,016 1,469,380 Voluntary reserve Business rationalization reserve Reserve for financial structure 8,000 8,000 improvement Additional reserve Regulatory reserve for credit loss Revaluation reserve Other voluntary reserve Retained earnings before appropriation 1) Legal reserve 235,400 7,914,544 1,384,199 761,650 11,800 10,315,593 416,269 12,239,195 235,400 7,176,544 1,123,866 761,650 9,900 9,315,360 1,410,414 12,195,154 In accordance with the Act of Banking Law, legal reserve are appropriated at least one tenth of the earnings after tax on every dividend declaration, not exceeding the paid in capital. This reserve may not be used other than for offsetting a deficit or transferring to capital. 2) Other legal reserve Other legal reserves were appropriated in the branches located in Japan, Vietnam and Bangladesh according to the Banking laws of Japan, Vietnam and Bangladesh, and may be used to offset any deficit incurred in those branches. 3) Business rationalization reserve Pursuant to the Tax Exemption and Reduction Control Law, the Group was previously required to appropriate, as a reserve for business rationalization, amounts equal to tax reductions arising from tax exemptions and tax credits up to December 31, 2001. The requirement was no longer effective from 2002. 4) Reserve for financial structure improvement In 2002, the Finance Supervisory Services recommended banks in Korea to appropriate at least ten percent of net income after accumulated deficit for financial structure improvement, until simple capital ratio equals 5.5 percent. This reserve is not available for payment of cash dividends; however, it can be used to reduce a deficit or be transferred to capital. 184 woori bank - 98 - 5) Additional reserve and other voluntary reserve Additional reserve and other voluntary reserve were appropriated for capital adequacy and other management purpose. 6) Regulatory reserve for credit loss In accordance with Article 29 of the Regulation on Supervision of Banking Business (“RSBB”), if provisions for credit loss under K-IFRS for the accounting purpose are lower than provisions under RSBB, the Group discloses such short fall amount as regulatory reserve for credit loss. (cid:26)(cid:12) Revaluation reserve(cid:3) Revaluation reserve is the amount of limited dividends set by the board of directors to be the recognized as complementary capital when the gain or loss occurred in the property revaluation by adopting K- IFRS. (cid:3) (2) The changes in retained earnings for the years ended December 31, 2013 and December 31, 2012 are as follows (Unit: Korean Won in millions): Beginning balance Net income attributable to shareholder Dividend and others Others Credit card division spin-off Ending balance For the years ended December 31 2013 12,195,154 465,266 (309,478) - (111,747) 12,239,195 2012 11,298,984 1,496,246 (600,075) (1) - 12,195,154 185 2013 ANNUAL REPORT - 99 - 31. REGULATORY RESERVE FOR CREDIT LOSS In accordance with Article 29 of the Regulation on Supervision of Banking Business (“RSBB”), if the estimated provisions for credit loss under K-IFRS for the accounting purpose are lower than those in accordance with the provisions under RSBB, the Group shall disclose the difference as the planned regulatory reserve for credit loss. (1) Balance of the planned regulatory reserve for credit loss is as follows (Unit: Korean Won in millions): Beginning Planned reversal of regulatory reserve (reverse) for credit loss Ending December 31, 2013 1,384,199 December 31, 2012 1,123,866 (133,862) 1,250,337 260,333 1,384,199 (2) Planned reserves provided, adjusted net income after the planned reserves provided and adjusted earnings per share after the planned reserves provided are as follows (Unit: Korean Won in millions, except for earnings per share amount): Net income Planned reversal of regulatory reserve (reverse) for credit loss Adjusted net income after the planned reserves provided Adjusted earnings per share after the planned reserves provided For the year ended December 31, 2013 466,274 For the year ended December 31, 2012 1,496,917 (133,862) 600,136 759 260,333 1,236,584 1,522 32. DIVIDENDS Details of dividends and propensity to dividend are as follows (Unit: Korean Won in millions except for per share amount): Shares outstanding (million) Par value (Won) Capital stock Number of shares issued (million) Dividend per share (Won) Total dividend Dividend ratio per share Net income Dividend ratio by net income (*) December 31, 2013 December 31, 2012 Common stock Common stock Preferred stock (*) 597 5,000 2,983,452 597 275 164,000 5.5% 466,274 35.2% 696 5,000 3,479,783 696 169 117,306 3.4% 1,496,917 7.8% 70 5,000 350,000 70 800 56,000 16.0% 1,496,917 3.7% (*) Payout ratio of common stock after reflecting planned regulatory reserve for credit loss for the year ended December 31, 2013 is 27.3%. And payout ratio of common stock and preferred stock after reflecting planned regulatory reserve for credit loss for the year ended December 31, 2012 are 9.5% and 4.5%, respectively. 186 woori bank - 100 - 33. NET INTEREST INCOME Net interest income is calculated by deducting interest expenses from interest income and its detail is as follows: (1) Interest income recognized is as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 For the year ended December 31, 2012 Financial asset at FVTPL: Interest of securities: Securities in local currency Interest of other assets Sub-total AFS financial asset: Interest of securities in local currency: Interest of government bonds Interest of finance debentures Interest of debentures Interest of beneficiary certificate Interest of other securities Interest of securities in foreign currencies Sub-total HTM financial asset: Interest of securities in local currency: Interest of government bonds Interest of finance debentures Interest of debentures Interest of securities in foreign currencies Sub-total Loans and receivables: Interest on due from banks: Interest on due from banks in local currency Interest on due from banks in foreign currencies Sub-total Interest of loans: Interest on loans in local currency Interest on loans in foreign currencies Interest on domestic usance bills Interest on off-shore loans Interest on inter-bank loans Interest on call loans Interest on bills bought Interest on foreign currencies Interest on payment for acceptances and guarantees Interest on bonds purchased under repurchase agreements Interest on privately placed bonds Interest of other loans Sub-total Interest of other assets Sub-total Total 95,837 11,548 107,385 110,198 170,812 85,920 - - 6,288 373,218 208,472 72,413 200,817 1,813 483,515 75,627 36,156 111,783 7,245,640 356,136 51,684 606 7,561 72,692 3,255 87,493 4,458 103,182 48,697 21,374 8,002,778 51,654 8,166,215 9,130,333 245,537 76,601 322,138 130,800 149,090 89,697 555 1 7,279 377,422 237,566 135,326 232,188 3,466 608,546 54,407 45,195 99,602 8,118,828 411,106 55,711 615 22,119 68,718 12,257 130,811 2,277 127,230 67,422 11,575 9,028,669 74,590 9,202,861 10,510,967 Interest income accrued from impaired loan is (cid:2936)135,914 million and (cid:2936)86,086 million for the years ended December 31, 2013 and December 31, 2012, respectively. 187 2013 ANNUAL REPORT - 101 - (2) Interest expenses recognized are as follows (Unit: Korean Won in millions): Interest of deposits: Interest on demand deposits in local currency Interest on money trust Interest on saving deposits in local currency Interest on mutual installment Interest on certificate of deposits Interest on other deposits Interest on deposits in foreign currencies Sub-total Interest of borrowings: Interest on borrowings in local currency Interest on borrowings in foreign currencies Interest on call money Interest on bonds sold under repurchase agreements Interest on bills sold Sub-total Interest of debentures: Interest on debentures in local currency Interest on debentures in foreign currencies Others Sub-total Total For the year ended December 31, 2013 For the year ended December 31, 2012 38,230 17,116 3,390,511 2,217 64,789 25,355 108,126 3,646,344 131,616 49,686 36,475 17,156 2,328 237,261 481,809 210,443 692,252 134,599 4,710,456 26,894 30,827 4,161,808 2,762 24,275 149,259 110,891 4,506,716 131,194 93,312 60,532 24,480 2,429 311,947 588,953 223,266 812,219 105,666 5,736,548 188 woori bank - 102 - 34. NET FEES AND COMMISSIONS INCOME (cid:71) Net fees and commissions income is calculated by deducting fees and commissions expenses from fees and commissions income and their details are as follows: (1) Details of fees and commissions income occurred is as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 For the year ended December 31, 2012 Commission received: Commission received in local currency Commission received in foreign currencies Sub-total Commission fees Commission received on project financing Commission received on credit card: Credit card in foreign currencies Debit card Sub-total CMA management charges Commission received on securities Other commission received Commission received on trust business Total 569,091 176,921 746,012 91,312 12,697 185 844 1,029 789 62,716 24,310 35,695 974,560 542,604 192,072 734,676 110,491 23,510 136 764 900 4,451 62,925 15,989 31,493 984,435 (2) Details of fees and commissions expenses occurred are as follows (Unit: Korean Won in millions): Commission expenses: Commission expenses in local currency Commission expenses in foreign currencies Sub-total Commission expenses on credit card: Debit card Sub-total Commission expenses on securities Commission expenses on other Commission expenses on trust business Total For the year ended December 31, 2013 For the year ended December 31, 2012 79,768 29,947 109,715 962 962 76 48,651 1,991 161,395 62,136 28,510 90,646 832 832 72 53,966 1,800 147,316 35. DIVIDEND INCOME Details of dividend income recognized are as follows (Unit: Korean Won in millions): Financial assets at FVTPL: Dividend income in local currency AFS financial assets: Dividend in local currency Dividend in foreign currencies Sub-total Total For the year ended December 31, 2013 For the year ended December 31, 2012 7,249 6,031 60,398 12,257 72,655 79,904 81,814 3,668 85,482 91,513 189 2013 ANNUAL REPORT - 103 - 36. GAINS OR LOSSES RELATED TO FINANCIAL ASSETS AT FVTPL (1) Details of gains or losses related to financial assets at FVTPL are as follows (Unit: Korean Won in millions): Gains and losses on financial assets held for trading Gains and losses on financial assets designated at FVTPL Total For the year ended December 31, 2013 127,595 (5,416) 122,179 For the year ended December 31, 2012 (325,875) (35,064) (360,939) (2) Details of gains or losses on financial assets held-for-trading are as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 For the year ended December 31, 2012 Gain (loss) on securities: Gain on disposals of securities in local currency Loss on disposals of securities in local currency Sub-total Gain on transactions of securities in local currency Loss on transactions of securities in local currency Gain on transactions of securities in foreign currencies Sub-total Gain on valuation of securities in local currency Loss on valuation of securities in local currency Sub-total Gain (loss) on securities sub-total Gain (loss) on derivatives (for trading): Gain on transactions and valuation of derivatives: Gain on interest rates derivatives Loss on interest rates derivatives Sub-total Gain on currencies derivatives Loss on currencies derivatives Sub-total Gain on equity derivatives Loss on equity derivatives Sub-total Gain on other derivatives Loss on other derivatives Sub-total Gain (loss) on derivatives sub-total Gain (loss) on other financial instruments: Gain on transactions of other financial instruments Loss on transactions of other financial instruments Sub-total Gain on valuation of other financial instruments Loss on valuation of other financial instruments Sub-total Gain on other financial instruments sub-total Total 190 322 (1,570) (1,248) 43,657 (56,937) 171 (13,109) 6,961 (30,187) (23,226) (37,583) 1,288,476 (1,287,114) 1,362 3,574,930 (3,400,446) 174,484 59,175 (70,642) (11,467) 14,044 (13,408) 636 165,015 829 (350) 479 6,296 (6,612) (316) 163 127,595 438 (643) (205) 82,171 (47,598) 258 34,831 19,881 (22,736) (2,855) 31,771 1,123,851 (1,152,436) (28,585) 4,172,713 (4,523,494) (350,781) 88,315 (66,399) 21,916 46,858 (47,670) (812) (358,262) 1,193 (619) 574 1,304 (1,262) 42 616 (325,875) woori bank - 104 - (3) Details of gains or losses of financial instrument at FVTPL are as follows (Unit: Korean Won in millions): Gain (loss) on compound financial instrument: Loss on disposals of compound financial instrument Loss on valuation of compound financial instrument Sub-total Gain (loss) on other financial instruments: Gain on disposals of other financial instruments Gain (loss) on valuation of other financial instruments Sub-total Total For the year ended December 31, 2013 For the year ended December 31, 2012 (7,842) (625) (8,467) - 3,051 3,051 (5,416) (12,665) (22,326) (34,991) - (73) (73) (35,064) 37. GAINS OR LOSSES ON AFS FINANCIAL ASSETS Details of gains or losses on AFS financial assets recognized are as follows (Unit: Korean Won in millions): Gain on transaction of securities: Gain on redemptions of securities in local currency Gain on redemptions of securities in foreign currency Gain on transactions of securities in local currency Gain on transactions of securities in foreign currencies Sub-total Impairment loss: Securities in local currency Securities in foreign currencies Sub-total Total For the year ended December 31, 2013 For the year ended December 31, 2012 43 - 46,006 15,315 61,364 (139,224) (2,305) (141,529) (80,165) 76 - 646,147 514 646,737 (92,017) (6,046) (98,063) 548,674 38. GAIN (LOSS) ON HTM FINANCIAL ASSETS There is no gain or loss on HTM financial assets for the years ended December 31, 2013 and December 31, 2012, respectively. In addition, details of interest income of HTM financial assets are stated in note 33. 191 2013 ANNUAL REPORT - 105 - 39. IMPAIRMENT LOSS FOR LOANS, OTHER RECEIVABLES, GUARANTEES AND UNUSED COMMITMENTS Impairment losses for loans, other receivables, guarantees and unused commitments are as follows (Unit: Korean Won in millions): Loans: Bad debt expenses Reversal of provision for loan losses and receivables Sub-total Guarantees: Provision for guarantees Reversal of provision for guarantees Total Commitments: Provision for unused commitments Reversal of provision for unused commitments Total Sub-total Total For the year ended December 31, 2013 For the year ended December 31, 2012 (2,023,824) (1,698,226) 25,462 (1,998,362) 42,436 (1,655,790) (95,400) 1,998 (93,402) (51,870) 77,087 25,217 - (21,221) 12,156 12,156 (81,246) (2,079,608) 2,543 (18,678) 6,539 (1,649,251) 192 woori bank - 106 - 40. GENERAL AND ADMINISTRATIVE EXPENSES AND NET OTHER OPERATING INCOME (EXPENSE) (1) Details of general and administrative expenses are as follows (Unit: Korean Won in millions): Salaries Short-term salaries Short-term salaries- employee benefits Severance benefits-defined benefit Severance benefits- defined contribution Termination Sub-total Depreciation Other general and administrative expenses Reimburse Travel Operating promotion expenses Rent Maintenance Advertising expenses Taxes and dues Insurance Computer related expenses Service fees Communications Printings Water, light and heating Supplies Vehicle maintenance Other expenses Others Sub-total For the year ended December 31, 2013 For the year ended December 31, 2012 1,021,498 321,630 86,892 2,182 54,897 1,487,099 1,074,633 325,198 107,785 2,713 53,016 1,563,345 131,333 14,699 6,243 42,012 212,801 12,627 40,926 101,390 3,299 242,257 198,112 36,783 9,227 15,007 6,257 10,826 305 31,577 984,348 128,928 16,048 7,142 47,971 204,514 13,034 35,638 102,367 3,126 241,156 189,962 39,500 10,711 14,536 6,668 10,878 524 30,985 974,760 Total 2,679,026 2,590,787 193 2013 ANNUAL REPORT - 107 - (2) Details of net other operating income (expenses) recognized are as follows (Unit: Korean Won in millions): Other operating income Other operation expenses For the year ended December 31, 2013 3,039,497 (3,171,391) (131,894) For the year ended December 31, 2012 2,648,575 (2,847,871) (199,296) (3) Details of other operating income recognized are as follows (Unit: Korean Won in millions): Gain on transactions of foreign exchange Gain on derivatives (for hedging) Gain on fair value hedging derivatives Gain on disposals of loans Gain on trusts Others (*) Total For the year ended December 31, 2013 2,536,678 11,487 127,558 95,139 246 268,389 3,039,497 For the year ended December 31, 2012 2,394,423 39,232 43,879 75,135 1,161 94,745 2,648,575 (*) As of December 31, 2013, (cid:2936)215,845 million that the Group is to receive from other financial institutions is included in accordance with the agreement of financial institutions council (Notes 10 and 25). (4) Details of other operating expenses are as follows (Unit: Korean Won in millions): Loss on transactions of foreign exchange Loss on derivatives (for hedging) Loss on fair value hedging derivatives Deposit insurance premium Contribution to miscellaneous funds Export bond insurance fees Loss on disposals of loans Other expenses (*) Total For the year ended December 31, 2013 2,400,182 119,776 13,505 234,763 326,626 109 22,255 54,175 3,171,391 For the year ended December 31, 2012 1,996,863 49,956 43,817 220,941 310,300 136 127,656 98,202 2,847,871 (*) Expenses related to (cid:2936)35,085 million which the Group is to carry out a payment to other creditor financial institutions is included in accordance with the creditor financial institutions committee agreement (Notes 10 and 25). 194 woori bank - 108 - 41. NON-OPERATING INCOME (EXPENSES) (1) Details of gain (loss) on valuation of investments in associates are as follows (Unit: Korean Won in millions): Gain on valuation of investments in associates Loss on valuation of investments in associates Total For the year ended December 31, 2013 31,070 (28,730) 2,340 For the year ended December 31, 2012 38,815 (11,389) 27,426 (2) Details of other non-operating income (expenses) are as follows (Unit: Korean Won in millions): Other non-operating income Other non-operating expenses Total For the year ended December 31, 2013 138,778 (87,722) 51,056 For the year ended December 31, 2012 117,768 (92,072) 25,696 (3) Details of other non-operating income are as follows (Unit: Korean Won in millions): Gain on disposal of investments in associates Rental fee income Gain on transactions of other assets Reversal of impairment of other assets Gain on restoration Others Total For the year ended December 31, 2013 19,974 16,368 8,717 46 100 93,573 138,778 For the year ended December 31, 2012 25,102 16,019 1,549 356 224 74,518 117,768 (4) Details of other non-operating expenses are as follows (Unit: Korean Won in millions): Loss on disposal of investments in subsidiaries and associates Loss on disposals of other assets Loss on valuation of other assets Donation Loss on restoration Depreciation of investment properties Interest expenses of rent leasehold deposits Expenses on collecting of charge-offs special bonds Others Total For the year ended December 31, 2013 For the year ended December 31, 2012 4,464 642 937 47,774 714 3,414 1,954 4,347 23,476 87,722 167 346 1,322 63,163 528 3,437 2,551 4,499 16,059 92,072 195 2013 ANNUAL REPORT - 109 - 42. INCOME TAX EXPENSE (1) Details of income tax expense are as follows (Unit: Korean Won in millions): Current income tax payable Adjustment recognized in the period for current tax of prior periods Changes in deferred income taxes due to temporary differences Changes in deferred income taxes directly in equity Others Income tax expense Income tax expense from continuing operations Income tax expense from discontinued operations For the years ended December 31 2013 2012 60,942 (7,502) 25,051 12,046 (96) 90,441 81,030 9,411 411,199 (23,811) (192,395) 146,511 - 341,504 260,713 80,791 (2) Income tax reconciled from net income is as follows (Unit: Korean Won in millions): For the years ended December 31 Net income before income tax Income from continuing operations before income taxes Income before income taxes from discontinued operations Tax calculated at statutory tax rate (*) Adjustments: Effect of non-taxable income Effect of non-deductible expenses Consolidated tax return Adjustment recognized in the period for current tax of prior periods Others Income tax expense Income tax expense from continuing operations Income tax expense from discontinued operations Effective tax rate from continuing operations Effective tax rate from discontinued operations 2013 556,715 517,828 38,887 134,263 (29,303) 11,963 (15,969) (7,502) (3,011) 90,441 81,030 9,411 15.6% 24.2% 2012 1,838,421 1,504,574 333,847 444,436 (60,296) 28,301 (40,631) (23,811) (6,495) 341,504 260,713 80,791 17.3% 24.2% (*) 2013 tax rates: The corporate tax rate is 11 percent up to (cid:2936)200 million, 22 % over (cid:2936)200 million to (cid:2936)20 billion and 24.2 % over (cid:2936)20 billion. 196 woori bank - 110 - (3) Changes in cumulative temporary differences for the years ended December 31, 2013 and 2012 are as follows (Unit: Korean Won in millions): Gain (loss) on valuation of financial assets at FVTPL Gain (loss) on valuation of investments in associates Gain (loss) on valuation of derivatives Gain (loss) on valuation of compound financial instrument Accrued income Depreciation and amortization Provisions for credit losses Write-off of loans Deferred loan origination costs and fees Accrued expenses Retirement benefit obligation Plan assets Provisions for guarantees Other provision Loss (gain) on valuation of debentures Provision for advanced depreciation Gain (loss) on valuation of AFS securities Gain (loss) on overseas business translation Others Net deferred tax assets (liabilities) Gain (loss) on valuation of financial assets at FVTPL Gain (loss) on valuation of investments in associates Gain (loss) on valuation of derivatives Gain (loss) on valuation of compound financial instrument Accrued income Depreciation and amortization Provisions for credit losses Write-off of loans Deferred loan origination costs and fees Accrued expenses Retirement benefit obligation Plan assets Provisions for guarantees Other provision Loss (gain) on valuation of debentures Provision for advanced depreciation Gain (loss) on valuation of AFS securities Gain (loss) on overseas business translation Other capital surplus Others Net deferred tax assets (liabilities) For the year ended December 31, 2013 Beginning balance 215,863 34,483 (72,737) Piecemeal 9,253 - - (1,748) (67,383) (973) (13,590) 8,439 (55,887) 39,535 76,702 (64,201) 75,382 37,969 70,759 (20,878) (69,530) 24,287 (150,611) 65,881 - - (128) - - - - (493) 465 (91) (19,641) - - 4,654 - (18,359) (24,340) Recognized as income(loss) 2,089 51,148 35,745 (1,351) 1,697 707 (58,427) (417) (15,946) (4,347) 23,912 (32,522) 16,044 4,322 (35,875) - - - (23,876) (37,097) Recognized as other comprehensive income(loss) - (337) - - - - - - - - (2,130) - - - - - (1,916) 16,429 - 12,046 For the year ended December 31, 2012 Ending balance 227,205 85,294 (36,992) (3,099) (65,686) (394) (72,017) 8,022 (71,833) 35,188 97,991 (96,258) 91,335 22,650 34,884 (20,878) (66,792) 40,716 (192,846) 16,490 Beginning balance 213,203 26,341 (147,836) Recognized as income(loss) 2,660 8,529 75,099 (7,395) (64,657) (4,337) (14,490) 9,092 (37,645) 39,998 42,634 (42,634) 60,156 32,714 75,702 (20,878) (173,688) (1,125) (511) (111,158) (126,514) 5,647 (2,726) 3,364 900 (653) (18,242) (463) 18,480 (21,567) 15,226 5,255 (4,943) - - - - (40,682) 45,884 Recognized as other comprehensive income(loss) Ending balance - (387) - - - - - - - - 15,588 - - - - - 104,158 25,412 511 1,229 146,511 215,863 34,483 (72,737) (1,748) (67,383) (973) (13,590) 8,439 (55,887) 39,535 76,702 (64,201) 75,382 37,969 70,759 (20,878) (69,530) 24,287 - (150,611) 65,881 197 2013 ANNUAL REPORT - 111 - (4) Unrealizable temporary differences are as follows (Unit: Korean Won in millions): Temporary differences on hybrid equity securities Others Total December 31, 2013 (2,588,862) 6,365 (2,582,497) December 31, 2012 (1,889,873) 6,365 (1,883,508) (5) Details of deferred tax relating to items that are recognized directly in equity are as follows (Unit: Korean Won in millions): Gain (loss) on valuation of AFS securities Gain(loss) on valuation of investments in associates Gain (loss) on overseas business translation Actuarial loss Total December 31, 2013 (66,793) (247) 40,715 17,743 (8,582) December 31, 2012 (69,531) 90 24,286 19,873 (25,282) (6) Current tax assets and liabilities are as follows (Unit: Korean Won in millions): Current tax assets Current tax liabilities December 31, 2013 136,713 8,889 December 31, 2012 2,354 136,517 (7) Deferred tax assets and liabilities are as follows (Unit: Korean Won in millions): Deferred tax assets Deferred tax liabilities Net deferred tax liabilities December 31, 2013 61,764 (45,274) 16,490 December 31, 2012 82,580 (16,699) 65,881 198 woori bank - 112 - 43. EARNINGS PER SHARE (“EPS”) (1) Basic EPS is calculated by dividing net income by weighted average number of common shares outstanding (Unit: Korean Won in millions, except for per share data) Net income attributable to common shares: Net income attributable to the controlling equity Dividend on preferred stock Dividend on hybrid equity securities Profit used in calculation of continuing operations income Profit used in calculation of discontinued operations income Weighted average number of common shares outstanding Basic EPS Continuing operations Discontinued operations For the year ended December 31, 2013 For the year ended December 31, 2012 465,266 - (136,172) 329,094 299,618 29,476 611 539 490 49 1,496,246 (56,000) (121,022) 1,319,224 1,066,168 253,056 696 1,895 1,532 363 (2) Diluted EPS is calculated by reflecting the dilution effect to net income (Unit: Korean Won in millions, except for per share amounts) Diluted net income: Net income attributable to common shares Dilution effect of convertible preferred stock Profit used in calculation of continuing operations income Profit used in calculation of discontinued operations income Weighted average number of share for diluted EPS (million shares) Weighted average number of common shares outstanding (million shares) Convertible preferred stock (million shares) Diluted EPS Continuing operations Discontinued operations For the year ended December 31, 2013 For the year ended December 31, 2012 329,094 - 329,094 299,618 29,476 638 611 27 516 470 46 1,319,224 56,000 1,375,224 1,122,168 253,056 766 696 70 1,795 1,465 330 Diluted EPS is calculated by adjusting the assumption that all of dilutive potential common shares are converted to common shares, used for the weighted average number of share calculation. The dilutive potential common shares are convertible preferred stock, and to calculate diluted EPS, it is assumed that convertible preferred stocks convert to common shares and the relate dividend is added to net income on common shares. In addition, it is assumed that convertible preferred stocks are converted to common shares during the year ended December 31, 2013. There was no dividend on preferred stock as of December 31, 2013. 199 2013 ANNUAL REPORT - 113 - 44. CONTINGENT LIABILITIES AND COMMITMENTS (1) Details of guarantees which the Group has provided to others are as follows (Unit: Korean Won in millions): Confirmed guarantees: Guarantees for loans Acceptances Guarantees in acceptances of imported goods Other confirmed guarantees Unconfirmed guarantees: Local letters of credit Letters of credit Other unconfirmed guarantees December 31, 2013 December 31, 2012 144,967 837,129 151,327 7,982,961 9,116,384 661,612 4,655,998 1,779,210 7,096,820 89,725 572,353 110,171 8,412,324 9,184,573 773,385 5,428,310 2,368,781 8,570,476 Commercial paper purchase commitments and others 1,924,176 18,137,380 1,956,447 19,711,496 (2) Details of loan commitments and the other commitments which the Group provided for others are as follows (Unit: Korean Won in millions): Loan commitments in local currency Loan commitments in foreign currencies Securities purchase contract Non-recourse endorsement notes December 31, 2013 41,849,043 23,195,943 1,442,603 - 66,487,589 December 31, 2012 64,368,276 21,857,955 1,394,165 4,812,500 92,432,896 (3) Details of guarantees and the related provisions for guarantees are as follows (Unit: Korean Won in millions): Confirmed guarantees Unconfirmed guarantees Commercial paper purchase commitments and others December 31, 2013 9,116,384 7,096,820 December 31, 2012 9,184,573 8,570,476 1,924,176 18,137,380 1,956,447 19,711,496 Provisions for guarantees Ratio of provisions to total guarantees 501,662 2.77% 405,729 2.06% 200 woori bank - 114 - (4) Both the Group and Woori Card Co., Ltd., which is the newly established credit card company by spin-off from the Group during the current fiscal year, are responsible for the remaining liabilities that arose from the conditions existing before the spin-off date (as of March 31, 2013). (5) Litigation case The Group has filed and faced lawsuits as follows (Unit: Korean Won in millions): Number of cases Amount of litigation Provisions for litigations Number of cases Amount of litigation Provisions for litigations December 31, 2013 As plaintiff (*) 84 case 1,185,147 As defendant 311 case 441,370 20,498 December 31, 2012 As plaintiff (*) 397 case 1,374,529 As defendant 335 case 538,672 10,203 (*) The minor lawsuits in relation to the collection or management of loans are excluded from the number of cases. The domestic banks refused to refund the cost to put up collateral security to the customers which were determined and mediated by Korean Consumer Agency. In this regard, the Group was filed 68 lawsuits as of December 31, 2013 and further more lawsuits are expected. The expected outflow of resources of the Group is not likely to be high therefore the Group has not set up any provision for these litigations. (6) For the year ended December 31, 2013, the Supreme Court ruled about ‘Ordinary wages.’ The Group reviewed the impact of the rule on the consolidated financial statements of the Group as of December 31, 2013. The Group believed that the rule has no impact on the consolidated financial statements of the Group, therefore it has not set up any provision related to ‘ordinary wage.’ 201 2013 ANNUAL REPORT - 115 - 45. RELATED PARTY TRANSACTIONS Related parties of the Group and assets and liabilities recognized and major transactions with related parties during the current and prior period are as follows: (1) The related parties of the Group as of December 31, 2013 are as follows: Ultimate controlling party (Government related entity) Parent Associates Others Korea Deposit Insurance Corporation (“KDIC”) Related parties Woori Finance Holdings Co., Ltd. (“WFH”) Kumho Tires Co., Ltd., Woori Blackstone Korea Opportunity Private Equity Fund 1, Woori Private Equity Fund, United PF 1st Corporate Financial Stability, Ansang Tech Co., Ltd., Samho International Co., Ltd., Woori Service Networks Co., Ltd., Force TEC Co., Ltd., Hana Engineering & Construction Co., Ltd., Phoenix Digital Tech Co., Ltd., Chin Hung International Inc., Korea Credit Bureau Co., Ltd., Poonglim Industrial Co., Ltd., Korea Finance Security Co., Ltd., STX Engine Co,. Ltd. Kyongnam Bank, Kyongnam Bank Principal Guaranteed Trust, Kyongnam Bank Principal and Interest Guaranteed Trust, Kwangju Bank, Kwangju Bank Principal Guaranteed Trust, Kwangju Bank Principal and Interest Guaranteed Trust, Woori Investment Bank, WR Co., Ltd., DKT CO., LTD., MARS Second Private Equity Fund, Woori Investment Advisory Co., Ltd., (Beijing), Seoul Lakeside CC Inc., Woori Finance Research Institute, WFH Savings Bank, Woori FIS Co., Ltd., Woori New Alpha fund, Woori Renaissance Holdings Co., Ltd., Woori Futures, Woori Aviva Life Insurance Co., Ltd., Woori Asset Management Co., Ltd., Woori F&I Co., Ltd., Woori EL Co., Ltd., Woori Asset Management Co., Ltd,, Woori Giant First Co., LLC., Woori Card, Woori Columbus 1 Special Purpose Entity, Woori Investment & Securities Principal Guaranteed Trust, Woori Investment & Securities Co., Ltd., Woori Financial Co., Ltd., Woori Private Equity Company, Ltd, UP Chemical Co., Ltd., Chungdo Woori Century Security Co., Ltd., Kofc Woori Growth Champ Private Equity Fund, LG Investment Holding B.V.(Amsterdam) GG, Sahn Eagles LLC, Two Eagles LLC, Woori Absolute Asia Global Opportunity Fund, Woori Absolute Partners PTE LTD., Woori Absolute Return Investment Strategies Fund, Woori CBV Securities Corporation, Woori Investment Asia PTE LTD., Woori Investment Securities (H.K.) LTD., Woori Investment Securities America INC., Woori Investment Securities Int'l LTD., Woori Korindo Securities Indonesia, Woori Heritage Long-short PEF 1st and 19 beneficiary certificates, Hybrid 1st Specialty Inc. and 68 SPCs. 202 woori bank - 116 - (2) Assets and liabilities from transactions with related parties are as follows (Unit: Korean Won in millions): Related party Ultimate controlling party (Government related entity) KDIC Parent (cid:1659) WFH Associates Kumho Tires Co., Ltd. Accounts Other assets Deposits Other liabilities Loans Other assets Deposits Other liabilities Loans Provision for credit loss Other assets Deposits Other liabilities Korea Credit Bureau Co., Ltd. Woori Private Equity Fund and subsidiaries Korea Finance Security Co., Ltd. Loans Deposits Other liabilities Other assets Deposits Other liabilities Loans Deposits Other liabilities Woori Service Networks Co., Ltd. Loans Provision for credit loss Deposits Other liabilities United PF 1st Corporate Financial Stability Deposits Other liabilities Chin Hung International Inc. Poonglim Industrial Co., Ltd. Phoenix Digital Tech Co., Ltd. Ansang Tech Co., Ltd. Samho International Co., Ltd. Force TEC Co., Ltd., Hana Engineering & Construction Co., Ltd. Loans Provision for credit loss Deposits Other liabilities Loans Provision for credit loss Deposits Other liabilities Loans Provision for credit loss Deposits Other liabilities Loans Provision for credit loss Other assets Loans Provision for credit loss Deposits Other liabilities Loans Provision for credit loss Deposits Loans Provision for credit loss Deposits (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) December 31, 2013 December 31, 2012 790,701 807,163 3,898 - 134,830 72,670 25,826 356,764 (35,944) 45,669 57,855 90 - 4,029 101 5 5,559 2 - 4,070 15 - - 2,642 50 38 - 45,994 (39,639) 1,073 1 36,874 (266) 15,508 39 1,209 (72) 495 11 223 (142) 10 51,896 (33,024) 149,685 89 46,421 (27,035) 297 169 (169) 903 610,872 344,653 2,182 241 20,829 206,137 167,849 399,282 (33,510) 49,397 58,298 61 2 2,003 22 9 1,678 3 60 4,225 20 19 (1) 1,645 207 9,003 72 37,788 (30,315) 988 4 43,394 (416) 4,558 70 1,502 (296) 8 - - - - - - - - - - - - - - 203 2013 ANNUAL REPORT Related party STX Engine Co,. Ltd. Woori Investment & Securities Co., Ltd. and subsidiaries Kyongnam Bank and subsidiaries Kwangju Bank and subsidiaries Woori F&I Co., Ltd. and subsidiaries Woori Private Equity and subsidiaries (cid:1659) Other subsidiaries of WFH (cid:1659) - 117 - Accounts Loans Provision for credit loss Deposits Other liabilities Loans Provision for credit loss Other assets Deposits Borrowings Other liabilities Other assets Deposits Borrowings Other liabilities Loans Other assets Deposits Borrowings Other liabilities Loans Provision for credit loss Other assets Deposits Other liabilities Loans Provision for credit loss Other assets Deposits Borrowings Other liabilities Loans Provision for credit loss Other assets Deposits Borrowings Other liabilities Associates of Woori F&I Co., Ltd. Other liabilities Deposits Associates of Woori Private Equity Woori Aviva Life Insurance Co., Ltd. Loans Provision for credit loss Deposits Other liabilities Loans Provision for credit loss Deposits Other liabilities December 31, 2013 December 31, 2012 104,557 (10,935) 6,023 99 - - - 329,921 8,162 142,711 135,861 8,029 - 131,127 229 12,693 24,566 27,851 5,681 - - 5 41,758 277 - - - 8,103 - 30 50,000 (367) 16,819 85,121 1,000 39,149 846 - - - 26,014 275 - - 6,807 241 - - - - 1,523 (472) 5,976 1,404,084 7,555 131,166 105,707 6,286 167 171,415 229 11,971 8,801 26,021 4,155 73 (1) 5 50,444 340 20,050 (1,443) 16,527 19,187 1,000 10,748 50,682 (286) 509 33,292 - 49,704 23,459 16 11,696 (149) 14,505 187 399 (5) 132 280 Associates(cid:1659) (cid:1659) (cid:1659) (cid:1659) Others (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) 204 woori bank - 118 - (3) Details of money transactions with related parties are as follows (Unit: Korean Won in millions): For the year ended December 31, 2013 Related party Associates Others Loan (*1) Borrowing (*2) Increase Decrease Increase Decrease Capital contribution in cash 92,136 213 (158,050) (20,213) - 5,869 - (5,090) - - For the year ended December 31, 2012 Related party Associates Others Loan (*1) Borrowing (*2) Increase Decrease Increase Decrease Capital contribution in cash 128,375 1,498 (512,729) (1,498) - - - (8,036) - - (*1) The amounts do not include short term financial instruments transaction such as call loans and others. (*2) The amounts do not include deposits due to customer and short term financial instruments transaction such as call money and others. (4) Gain or loss from transactions with related parties are as follows (Unit: Korean Won in millions): Related party KDIC Ultimate controlling party (Government related entity) Accounts Interest income Interest expenses Reversal of provision for credit loss Parent (cid:1659) (cid:1659) (cid:1659) (cid:1659) Associates WFH Kumho Tires Co., Ltd. . Fees income Other income Interest expenses Fees expenses Other expenses Interest income Fees income Other income Interest expenses Bad debt expenses For the years ended December 31 2013 26,000 7,967 (65) 25 1,627 5,844 44,156 264 1,008 6 3,488 408 2012 30,544 4,301 (281) - 2,273 10,983 48,987 183 1,011 7 22,661 114 (Reversal of provision for credit loss) 2,433 (17,957) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) Korea Finance Security Co., Ltd. Interest expenses Reversal of provision for Korea Credit Bureau Co., Ltd. Woori Service Networks Co., Ltd. credit loss Interest expenses Other income Interest expenses Reversal of provision for credit loss United PF 1st Corporate Financial Stability Interest expenses Woori Private Equity Fund Fees income Interest expenses 99 - 112 22 69 (1) 34 11 44 110 (1) 70 15 60 - 73 21 49 Chin Hung International Inc. Fees income Interest expenses Bad debt expenses 1 98 9,324 1 44 30,315 205 2013 ANNUAL REPORT - 119 - Associates Poonglim Industrial Co., Related party Ltd. Phoenix Digital Tech Co., Ltd. Accounts Interest expenses Bad debt expenses (Reversal of provision for credit loss) Interest expenses Reversal of provision for credit loss Ansang Tech Co., Ltd. Bad debt expenses Samho International Co., Ltd. Interest expenses Reversal of provision for Force TEC Co., Ltd. credit loss Interest expenses Bad debt expenses Hana Engineering & Reversal of provision for Construction Co., Ltd. credit loss STX Engine Co,. Ltd. Others Other subsidiaries of WFH Interest expenses Bad debt expenses Interest income Fees income Other income Interest expenses Fees expenses Bad debt expenses For the years ended December 31 2013 2012 75 (150) 11 (224) 142 747 (10,268) 2 26,273 (158) 49 9,946 2,739 83,332 9,011 1,258 - 137 416 - (3,307) - - - - - - - - 2,413 3,657 7,600 849 75 (Reversal of provision for credit loss) Other expenses (1,361) 211,651 57 224,999 Kyongnam Bank and subsidiaries Woori Investment & Securities Co., Ltd. and subsidiaries Woori Private Equity and subsidiaries Kwangju Bank and subsidiaries Woori F&I Co., Ltd. and subsidiaries Fees income Other income Interest expenses Other expenses Fees income Other income Interest expenses Fees expenses Bad debt expenses (Reversal of provision for credit loss) Other expenses Interest income Fees income Other income Interest expenses Bad debt expenses (Reversal of provision for credit loss) Other expenses Interest income Fees income Other income Interest expenses Other expenses Fees income Interest expenses Reversal of provision for credit loss Other expenses 174 6,550 - 4,500 658 8,919 15,138 - (326) 15,665 - - - 117 (1) - 7 - 257 1,309 32 56 404 (1) - 172 22,341 13 23,081 306 4,948 30,797 - 131 13,306 110 1 1,873 626 1,279 4,799 7 47 207 1,030 282 54 1,146 (1) 31 (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) 206 woori bank - 120 - (cid:1659) Others(cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) (cid:1659) Related party Accounts For the years ended December 31 2013 2012 Associates of Woori F&I Co., Ltd. Fees income Interest expenses Associates of Woori Private Equity Interest expenses Bad debt expenses Associates of Woori Investment & Securities Co., Ltd. Woori Aviva Life Insurance Co., Ltd. (Reversal of provision for credit loss) Reversal of provision for credit loss Fees income Other income Interest expenses Bad debt expenses (Reversal of provision for credit loss) 1 - 540 (149) - 38 77 43 (5) - 377 286 36 (10) 15,590 148 - 2 (5) Guarantees provided to the related parties are as follows (Unit: Korean Won in millions): KDIC Kumho Tires Co., Ltd. Chin Hung International Inc. Phoenix Digital Tech Co., Ltd. Woori Investment & Securities Co., Ltd. Woori Card Co., Ltd. STX Engine Co,. Ltd. Warranty Loan commitment Loan commitment in foreign currencies Import credit in foreign currencies Loan commitment Import credit in foreign currencies Loan commitment Loan commitment(cid:71) Loan commitment(cid:71) Loan commitment Loan commitment December 31, 2013 2,000,000 208 12,832 113,453 - 40,620 3,771 280,000 500,000 38,147 December 31, 2012 2,000,000 2,777 13,922 71,890 85 40,825 4,994 289,279 - - For the guarantee provided to the related parties, the Group recognized provisions for guarantees amounting to (cid:2936) 1,355 million and (cid:2936)437 million, respectively, as of December 31, 2013 and December 31, 2012. (6) Details of compensation to key management are as follows (Unit: Korean Won in millions): Salaries Severance and retirement benefits For the years ended December 31 2013 2012 3,351 59 2,370 97 The key management represents non-executive directors and executive director. As of December 31, 2013 and December 31, 2012, loans from transactions with key management amount to (cid:2936)269(cid:71)million, and (cid:2936)519 million, respectively. And allowance for these loans and bad debt expenses is nil. In addition, as of December 31, 2013 and December 31 2012, the liability recognized from transactions with key management amounts to (cid:2936)1,346 million and (cid:2936)1,639 million, respectively. 207 2013 ANNUAL REPORT - 121 - 46. CREDIT CARD DIVISION SPIN-OFF (1) As of September 16, 2011, the board of directors of WFH and the Group decided to spin-off the Group’s credit card division and established a new credit card company to be a subsidiary of WFH to enhance the competiveness in credit card business. The Group had acquired authorization about the spin-off and the operation of credit card business from Financial Services Commission on February 22, 2013. The shareholder of the Bank will receive 100% of the newly issued shares of the credit card company in proportion to its ownership in the Bank as of the spin-off date. The business segments of the Bank, other than credit card operation segment, will continue to exist after the spin-off. Both the Bank and the newly established credit card company are responsible for the liabilities that arose from the conditions existing before the spin-off date. In addition, assets and liabilities that were directly or indirectly owned by the credit card company before the spin-off will be transferred to the new company as a separate entity. Particularly, the non-identifiable assets and liabilities subject to transfer will be decided based on the reasonable basis of the spin-off policy. Details of such spin off are summarized as follows: (cid:71) Transaction structure: Equity spin-off Spin-off company: Spin-off schedule: Woori Bank(cid:71)(the surviving company) Woori Card(cid:71)(the new company) Date of the general meeting of shareholder for approval of the spin-off Date of spin-off Date of registration for spin-off January 25, 2013 March 31, 2013 April 1, 2013 (2) Details of assets and liabilities transferred from the Group to Woori Card are as follows (Unit: Korean Won in millions): Cash and cash equivalents AFS financial assets Loans and receivables (*) Investment in associates Premises and equipment Intangible assets Deferred tax assets Other assets Debentures Provisions Current tax liabilities Other financial liabilities Other liabilities Accumulated other comprehensive income April 1, 2013 375,175 62,177 3,750,221 521 5,142 4,217 24,340 2,781 4,224,574 2,699,537 83,053 - 320,050 71,934 3,174,574 14,578 December 31, 2012 - 62,203 4,329,138 521 5,245 4,745 22,571 90 4,424,513 2,699,369 77,185 80,201 478,573 68,850 3,404,178 14,157 (*) As of December 31, 2012, loans and receivables include (cid:2936)287 million of profit and loss resulting from intra-group transactions. 208 woori bank - 122 - (3) For the years ended December 31, 2013 and 2012, the summarized financial information of the credit card operating segment is as follows (Unit: Korean Won in millions): OPERATING INCOME: Net interest income Interest income Interest expenses Net fee and commission income Fee and commission income Fee and commission expenses Dividend income Gain on AFS financial assets Impairment losses for loans, other receivables, guarantees and unused commitments General and administrative expenses Other operating income (expenses) Net other non-operating income NET INCOME BEFORE INCOME TAX EXPENSE For the years ended December 31 2013 2012 31,035 312,628 222,010 (30,652) 191,358 11,708 (130,664) (118,956) 4,236 1,027 (26,815) (18,536) (1,279) 7,852 38,887 976,926 (116,880) 860,046 42,164 (394,758) (352,594) 3,334 4,114 (149,045) (72,438) 19,211 21,219 333,847 INCOME TAX EXPENSE (9,411) (80,791) Profit from discontinued operations 29,476 253,056 (4) Cash flows related to discontinued operations are as follows (Unit: Korean Won in millions): Cash Flows from operating activities Cash Flows from investing activities Cash Flows from financing activities For the year ended December 31, 2013 374,127 1,048 - For the year ended December 31, 2012 (843,146) 3,146 840,000 209 2013 ANNUAL REPORT - 123 - 47. EVENTS AFTER THE REPORTING PERIOD The Group acquired 33 percent of the shares of PT Bank Himpunan Saudara, a local bank in Indonesia. The Group has a plan to merge PT Bank Himpunan Saudara and PT Bank Woori Indonesia that is already a subsidiary of the Group. 48. TRUST ACCOUNTS The financial information of the trust accounts have been prepared in accordance with K-IFRS 5004 'trust agent's trust account' and detailed enforcement rules of regulations on supervision of financial corporation, which are based on capital market and financial investment business. (1) Trust accounts of the Group are as follows (Unit: Korean Won in millions): As of and for the year ended December 31, 2013 Total assets Trust 29,413,864 Operating revenue 25,906,917 As of and for the year ended December 31, 2012 Total assets 763,020 Operating revenue 679,009 (2) Significant transactions between the Group and trust accounts are as follows (Unit: Korean Won in millions): 1) Receivables/Payables Receivables Trust fees receivables Payables Borrowings from trust accounts Accrued interest expenses on borrowings from trust accounts December 31, 2013 December 31, 2012 17,077 3,130,738 - 3,130,738 15,655 2,984,379 8,575 2,992,954 2) Revenue/Expense Revenue: Trust fees Intermediate termination fees Expense: Interest expenses on borrowings from trust accounts For the year ended December 31, 2013 For the year ended December 31, 2012 36,199 1 36,200 40,217 12 40,229 93,628 80,185 210 woori bank - 124 - (3) Trust accounts guaranteeing the repayment of principal and Trust accounts guaranteeing a fixed rate of return on, and the repayment of principal 1) The carrying value of trust accounts with agreement to guarantee the principal amount or the fixed dividend and the amount that should be covered by the inherent account were as follows (Unit: Korean Won in millions): Monetary trusts December 31, 2013 December 31, 2012 Trust accounts guaranteeing the repayment of principal Old-age Pension Trusts Personal Pension Trusts Pension Trusts Retirement Trusts New Personal Pension Trusts New Old-age Pension Trusts Trust accounts guaranteeing a fixed rate of return on, and the repayment of principal Development Trusts Unspecified Money Trusts 6,369 540,912 572,095 82,417 9,373 5,360 1,216,526 19 857 876 1,217,402 7,052 564,723 507,573 90,963 10,093 6,184 1,186,588 24 874 898 1,187,486 2) As of December 31, 2013 and December 31, 2012, the amounts that the Group has to pay by the capital guaranteed contract or the consequences of management for the principal guaranteed agreements are as follows (Unit: Korean Won in millions): Liabilities for the account (subsidy for trust account adjustment) 10 4 2013 December 31 2012 December 31 211 2013 ANNUAL REPORT investor information WOORI FINANCIAL GROUP Stock information 13,150 11,350 14,000 13,000 12,000 11,000 10,000 9,000 8,000 7,000 13,500 13,300 11,800 11,600 10,800 10,600 9,800 Jan.13 Mar.13 May.13 Jul.13 Sep.13 Nov.13 Jan.13 Mar.1 Shareholders Total Foreigners Stake Trend Main Shareholders 24.2% 20.7% 20.8% 1. Korea Deposit Insurance Corporation 57.0% 2. National Pension Service 7.9% 3. Capital World Growth and Income Fund 1.9% 2011 2012 2013 KOREA DEPOSIT INSURANCE CORPORATION 57.0% ● ● ● ● FOREIGNER 20.8% INSTITUTION (DOMESTIC) 17.1% INDIVIDUAL (DOMESTIC) 5.1% paid-in Capital KRW 4,030 billion as of December 31, 2013 information availability http://www.woorifg.com number of Common Shares transfer agent and registrar Common Stock 806,015,340 shares as of December 31, 2013 Securities listings Korea Stock Exchange: 053000.KS (Common Stock) New York Stock Exchange: WF (American Depositary Shares) available Filings Form 20-F: Annual Reports Form 6-K: Quarterly Reports, Proxy Statements, and other material announcements Korea Securities Depository 23 Yeouinaru Road 4, Yeongdeungpo-gu, Seoul 150-884, Korea Tel: +82-2-3774-3430 Fax: +82-2-3774-3433~5 American Depositary Shares Citibank, N.A. 388 Greenwich Street, New York, NY 10013 Tel: +1-212-816-6859 Fax: +1-212-816-6865 190 190 WOORI BANK woori bank organization Chart WOORI FINANCIAL GROUP General Shareholders’ Meeting Management Committee Strategy & Planning Dept. Board of Directors Business Development and Compensation Committee Chairman Vice Chairman Group Management Council Risk Management Committee Financial Management Dept. Audit Committee Synergy Promotion Dept. Standing Directors Committee Ethics Committee Management Support Dept. Outside Directors Recommendation Committee Public Relations Dept. MOU Evaluation Committee Audit Committee Member Candidate Recommendation Committee Risk Management Dept. IT Planning Dept. Compliance Officer Compliance Dept. Audit & Management Inspection Dept. 2013 ANNUAL REPORT 191 191 2013 ANNUAL REPORT organization Chart WOORI BANK ConSUMer BAnKIng BUSIneSS UnIT CorPorATe BAnKIng BUSIneSS UnIT SMALL & MeDIUM CorPorATe BAnKIng BUSIneSS UnIT InSTITUTIon- AL BAnKIng BUSIneSS UnIT reAL eSTATe FInAnCe BUSIneSS UnIT gLoBAL BUSIneSS UnIT WeALTH MAnAge- MenT DIvI- SIon InveSTMenT InveSTMenT BAnKIng BAnKIng DIvISIon DIvISIon FInAnCIAL MArKeT BUSIneSS DIvISIon Consumer Banking Strategy Dept. Wealth Management Strategy Dept. Sales Support Dept. Affiliation Product Dept. Channel Development Dept. Wealth Management Advisory Center Corporate Banking Product & Marketing Dept. Investment Banking Dept. Project Finance Dept. Small & Medium Corporate Banking Strategy Dept. Small & Medium Corporate Banking Support Center Institutional Sales Strategy Dept. real estate Finance Dept. International Banking Dept. Treasury Dept. Public Fund Sales Dept. Housing Fund Dept. Trading Dept. Securities Trading Dept. Settlement Support Dept. ManagEMEnt coMMittEE Loan coMMittEE DEputy pREsiDEnt pREsiDEnt & chiEf ExEcutivE officER BoaRD of DiREctoRs gEnERaL shaREhoLDERs MEEting ExEcutivE Risk ManagEMEnt coMMittEE 192 woori bank custoMER saLEs cEntER BRanch coRpoRatE Banking cEntER FInAnCe & MAnAge- MenT PLAnnIng UnIT HUMAn reSoUrCeS UnIT rISK MAnAge- MenT UnIT CreDIT SUPPorT UnIT InTernATInAL TrADe BUSIneSS DIvISIon SMArT BAnK- Ing BUSIneSS DIvISIon PenSIon & TrUST BUSIneSS DIvISIon MArKeTIng SUPPorT DIvISIon CorPorATe reSTrUCTUr- Ing DIvISIon oPerATIon & SUPPorT DIvISIon IT SUPPorT CenTer International Trade Business Dept. Smart Channel Strategy Dept. Trust Dept. Synergy Promotion Dept Strategy & Control Tower Dept. Human resources Dept. risk Management Dept. Loan Policy Dept. Corporate restoration Dept. general Affairs Dept. IT Support Dept. International Trade Service Center electronic Bank- ing Business Dept. retirement Pension Business Dept. Product engineering Dept. Finance & Planning Dept. Human resources Development Dept. Loan review Dept. retail Credit Analysis & Approval Dept. Corporate restructuring Dept. Loan Service Center IT Compliance Dept. Customer Marketing Center Custody Agent Dept Accounting Dept. employee Satisfaction Center SMe Credit Analysis & Approval Dept. Large Corporate Credit Analysis & Approval Dept. Credit Management & Collection Dept. Corporate recovery Dept. Deposit Service Center Security Control Dept. Public relations Dept. Consumer Protection Center Compliance Dept. Audit Dept. Audit & Management Inspection Dept. coMpLiancE officER stanDing auDit coMMittEE BoaRD coMpEnsation coMMittEE BoaRD Risk ManagEMEnt coMMittEE BoaRD auDit coMMittEE BoaRD govERnancE coMMittEE 193 2013 ANNUAL REPORT Global network WOORI BANK hEaD officE 51, Sogong-ro(Hoehyon-dong 1-ga), Jung-gu, Seoul 100-792, Korea Phone: +82-2-2002-3000 Swift: HVBKKRSE ovERsEas BRanch new York Agency 245, Park Ave. 43rd Floor, New York, NY 10167, USA Phone: +1-212-949-1900 Fax: +1-212-490-7146 Swift: HVBKUS33 LA Br. 3360, West Olympic Blvd. Suite 300, Los Angeles, CA 90019, USA Phone: +1-213-620-0747~8 Fax: +1-213-627-5438 Swift: HVBKUS6L London Br. 9th Floor, 71 Fenchurch Street, London, EC3M 4HD, UK Phone: +44-207-680-0680 Fax: +44-207-481-8044 Swift: HVBKGB2L Tokyo Br. Mitsui OSK Building, 2-1-1 Toranomon, Minato-ku, Tokyo 105-0001, Japan Phone: +81-3-3589-2351 Fax: +81-3-3589-2359 Hong Kong Br. Suite 1401, Two Pacific Place, 88 Queensway, Hong Kong Phone: +852-2521-8016 Fax: +852-2526-7458 Singapore Br. 10 Marina Boulevard #13-05 MBFC Tower 2, Singapore 018983 Singapore Phone: +65-6223-5854~6 Fax: +65-6422-2000 Shanghai Br. 23F, LJZ Plaza,1600 Century Avenue, Pudong New Area, Shanghai, 200122, China Phone: +86-21-5081-9556 Fax: +86-21-5081-9557 Bahrain Br. P.O. Box 1151, 4th Floor, Entrance 1, Manama Centre Building, Manama, Bahrain Phone: +973-17-223503 Fax: +973-17-224429 Hanoi Br. 11th Fl., Office Tower, Daeha Business Center 360 Kim Ma St., Ba Dinh Dist. Hanoi, Vietnam Phone: +84-4-8315281 Fax: +84-4-8315271 Dhaka Br. Suvastu Imam Square (1st & 4th Fl.) 65 Gulshan Avenue, Dhaka - 1212, Bangladesh Phone: +880-2-881-3270~3 Fax: +880-2-881-3274/3241 194 Ssvar Customer Service Center Dhaka Export Processing Zone(Old Area), Ganakbari, Ssvar, Dhaka-1349, Bangladesh Phone: +880-2-778-8030 Fax: +880-2-881-3274/3241 Woori Bank Chittangong Sub-Branch World Trade Center Chittagon(2nd Floor) Plopt No.102-103, Agrabad Commercial Area, Chittagong, Bangladesh Phone: +880-0931-728221~4 Fax: +880-0931-728225 Woori Bank Uttara Sub-Branch Paradise Tower(Ground Floor) Plot 11, Sector 3, Uttara Model Town,Uttara, Dhaka 1230, Bangladesh Phone: +88-02-896-2125 Fax: +880-2-896-2129 gaeseong Br. Gaesong Industrial District Phase 1, 25 - 1 Business Support Center, 1st Floor 103 1st Floor, Bongdong-Ri, Gaeseong, Hwanghae-Do, North Korea Phone: +001-8585-2300~2 Fax: +001-8585-2303 Hochiminh City Br. 2 Floor, Kumho Asiana Plaza Saigon, 39 Le Duan St., Dist 1, HCMC, Vietnam Phone: +84-8-3821-9839 Fax: +84-8-3821-9838 Chennai Br. 6th Floor, EA Chambers, No. 49, 50L, Whites Road, Royapettah, Chennai 600 014, India Phone: +91-44-3346-6900 Fax: +91-44-3346-6995 Sydney Br. Suite 25.03, Level 25, 363 George Street Sydney NSW 2000 Australia Phone: +61-2-8222-2200 Fax: +61-2-8222-2299 suBsiDiaRy U.S.A Woori America Bank 1250 Broadway New York, NY 10001, USA Phone: +1-212-244-3000 Fax: +1-212-736-5929 Woori America Bank, Broadway Br. 1250 Broadway New York, NY 10001, USA Phone: +1-212-244-1500 Fax: +1-212-736-5929 Woori America Bank, Flushing Br. 136-88 39th Avenue Flushing New York, NY 11354, USA Phone: +1-718-886-1988 Fax: +1-718-762-6898 Woori America Bank, Fort Lee Br. 2053 Lemoine Avenue Fort Lee, NJ 07024, USA Phone: +1-201-363-9300 Fax: +1-201-302-0452 Woori America Bank, Woodside Br. 43-22 50th St., Woodside, NY 11377, USA Phone: +1-718-429-1900 Fax: +1-718-429-2084 Woori America Bank, ridgefield Br. 321 Broad Avenue #104 Ridgefield, NJ 07657, USA Phone: +1-201-941-9999 Fax: +1-201-941-4419 Woori America Bank, Palisades Park Br. 225 Broad Avenue Palisades Park, NJ 07650, USA Phone: +1-201-346-0055 Fax: +1-201-346-0075 Woori America Bank, Closter Br. 234 Closter Dock Road Closter, NJ 07624, USA Phone: +1-201-784-7012 Fax: +1-201-784-7013 Woori America Bank, elkins Park Br. 7300 Old York Rd Elkins Park, PA 19027, USA Phone: +1-215-782-1100 Fax: +1-215-782-1500 Woori America Bank, Annandale Br. Seoul Plaza 4231 Markeham St,. Suite F Annandale, VA 22003, USA Phone: +1-703-256-7633 Fax: +1-703-256-7511 Woori America Bank, Bayside Br. 215-10 Northern Blvd. Bayside, NY 11361, USA Phone: +1-718-224-3800 Fax: +1-718-224-3828 Woori America Bank, Wheaton Br. 11925 Georgia Ave. Wheaton, MD 20902(Wheaton Park Shopping Center), USA Phone: +1-301-933-1175 Fax: +1-301-933-1560 Woori America Bank, Wilshire Br. 3540 Wilshire Blvd. Unit 104, Los Angeles, CA 90010, USA Phone: +1-213-382-8700 Fax: +1-213-382-8787 Woori America Bank, olympic Br. 3360, West Olympic Blvd. Suite 100, LA, CA90019, USA Phone: +1-213-738-1100 Fax: +1-213-738-1101 Woori America Bank, Fullerton Br. 5731 Beach Blvd., Buena Park, CA 90621, USA Phone: +1-714-521-3100 Fax: +1-714-521-3101 Woori America Bank, garden grove Br. 10120 Garden Grove Blvd., Suite 151Garden Grove, CA 92844, USA Phone: +1-714-534-6300 Fax: +1-714-534-6301 Woori America Bank, Centreville Br. 13830 A-12 Braddock Road, Centreville, VA 20121, USA Phone: +1-703-988-9555 Fax: +1-703-988-9554 woori bank CHInA Woori Bank (China) Ltd. 1F~2F, Tower A, Tianyuangang Centre,C2, North Road, East Third Ring Road, Chaoyang District, Beijing,100027, China Phone: +86-10-8412-3000 Fax: +86-10-8440-0698 Woori Bank (China) Ltd., Head office Business Department 1F, Tower A, Tianyuangang Centre, C2, North Road, East Third Ring Road, Chaoyang District, Beijing, 100027, China Phone: +86-10-8441-7771 Fax: +86-10-8446-4631 Woori Bank (China) Ltd., Beijing Br. 1F, West Tower, Twin Towers, B-12 Jianguomenwai Avenue, Chaoyang District, Beijing, 100022, China Phone: +86-10-8453-8880 Fax: +86-10-8453-8881 Woori Bank (China) Ltd., Shanghai Br. Drum Building 1-2F, LJZ -Plaza,1600 Century Avenue, Pudong New Area, Shanghai, 200122, China Phone: +86-21-5081-0707 Fax: +86-21-5081-2484 Woori Bank (China) Ltd., Shenzhen Br. B0105, B0210 Rongchao Landmark, 4028 Jintian Road, Futian District, Shenzhen, 518035 China Phone: +86-755-3338-1234 Fax: +86-755-3338-7227 Woori Bank (China) Ltd., Suzhou Br. 101B, Sovereign Building, #8 Suhua Road Suzhou Industrial Park, Jiangsu, 215021 China Phone: +86-512-6295-0777 Fax: +86-512-6295-2141 Woori Bank (China) Ltd., TianJin Br. No. 1 Building, Aocheng Commercial Square, Binshui West Road, Nankai District, Tianjin, 300381, China Phone: +86-22-2338-8008 Fax: +86-22-2392-5905 Woori Bank (China) Ltd., Shanghai Puxi Sub-Br. S115-S119, 1F Maxdo center NO.8 Xingyi Rd. Changning District Shanghai, 200336, China Phone: +86-21-6235-1717 Fax: +86-21-6235-1036 Woori Bank (China) Ltd., Beijing Wangjing Sub-Br. 1F, No 10, Furong Street, Chaoyang District, Beijing, 100102, China Phone: +86-10-8471-8866 Fax: +86-10-8471-5245 Woori Bank (China) Ltd., Shanghai Wuzhonglu Sub-Br. 1C, Liaoshen Building, 1068 Wuzhong Rd Minhang District, Shanghai, 201103 China Phone: +86-21-6446-7887 Fax: +86-21-6446-1200 Woori Bank (China) Ltd., Shenzhen Futian Sub-Br. Room 107, 201, Daqing Building, NO. 6027, Shen Nan Road, Futian District, Shenzhen, 518040 China Phone: +86-755-8826-9000 Fax: +86-755-8826-9038 Woori Bank (China) Ltd., Shanghai Jinxiujiangnan Sub-Br. 1F, 188 South Jinhui Road, Minhang District, Shanghai, 200237, China Phone: +86-21-3432-1116 Fax: +86-21-3432-1112 Woori Bank (China) Ltd., Beijing Shunyi Sub-Br. 1F,Tower A, AMB Building, 2, Cangshang St, Shunyi District, Beijing 101300, China Phone: +86-10-8945-2220 Fax: +86-10-8949-3560 PT Bank Woori Indonesia ruko Union Sub-Branch Ruko Union Block A no.6, Lippo Cikarang Rt02/R+09 Cikarang Selatan Kab Bekasi, Indonesia Phone: +62-21-8990-9797 Fax: +62-21-8990-3007 Woori Bank (China) Ltd., DaLian Br. 2F-218 YOMA IFC, No.128 Jinma Road, Dalian Development Area, Dalian, 116600, China Phone: +86-411-8765-8000 Fax: +86-411-8765-8515 Woori Bank (China) Ltd., Zhangjiagang Sub-Br. B104/B205 Huachang Oriental Plaza, 11 Renmin East Road, Zhangjiagang, Jiangsu 215600, China Phone: +86-512-5636-6696 Fax: +86-512-5636-6697 Woori Bank (China) Ltd., Chengdu Br. 1F-3F, Ping'an Fortune Center, No.1 Renmin South Road, Chengdu, Sichuan, 610044 China Phone: +86-28-6557-2366 Fax: +86-28-6357-2369 Swift: HVBKCNBJ Woori Bank (China) Ltd. Weihai Br. No.106-1~3, Attached Qingdao Mid-Road, Weihai, Shandong Province, China, 264200 Phone: +86-31-599-6000 Fax: +86-31-597-0030 InDoneSIA P.T.Bank Woori Indonesia 16th Fl., Jakarta Stock Exchange Bldg., JL. Jend Sudirman Kav.52-53, Jakarta 12190, Indonesia Phone: +62-21-515-1919 Fax: +62-21-515-1477 Swift: HVBKIDJA Tangerang Sub-Branch office Ruko Pinangsia Blok H No.1 Lippo Karawaci-Tangerang 15139, Indonesia Phone: +62-21-5577-2345 Fax: +62-21-5577-6363 Swift: HVBKIDJA Cikarang Sub-Branch office Cikarang Commercial Center Block A1 ~ A2, Jl Cibarusah KM.40 No.2, Desa Pasir Sari Kec. Cikarang Selatan 17550, Indonesia Phone: +62-21-8983-5270 Fax: +62-21- 8983-5271 Swift: HVBKIDJA Cibubur Sub-Branch office Cibubr Time Square Blok B1/1 JL Alternatif Cibubur Km.3 Kelurahan Jatikarya, Bekasi, Indonesia Phone: +62-21-8430-5050 Fax: +62-21-8430-5353 Swift: HVBKIDJA Krakatau Posco Sub-Branch office Jl. Afrika No.2 Krakatau Industrial Krakatau Steel, Chilegon, Banten 42435, Indonesia Phone: +62-25-436-9755 Fax: +62-25-436-9759 Swift: HVBKIDJA PT Bank Woori Indonesia Bekasi Sub-Branch JL. Niaga raya, Block P no.22C, Kompleks Perumahan Kemang Pratama, Bakasi, Jawa Barat, Indonesia Phone: +62-21-8240-4282 Fax: +62-21-8240-2284 Swift: HVBKIDJA PT Bank Woori Indonesia Sadagnd Sub-Branch Sadang Terminal Sauare, Lantai. Desar no.07,08,25, JL. Raya Sadang - Purwakarta, Kel. Ciwangi Kec. Bungursari, Kab, Purwakarta Jawa Barat 41181 Kecamatan Bungursari, Kabupaten Purwakarta, Jawa Barat,41181 Phone: +62-26-4822-0180 Fax: +62-26-4822-0181 Hong Kong Woori global Market Asia Limited Rooms 1905-1908, 19/F, Gloucester Tower, The Landmark,15 Queen’s Road Central, Hong Kong Phone: +852-3763-0888 Fax: +852-3763-0808 rUSSIA Zao Woori Bank 8th floor, Lotte Plaza, 8, Novinsky Boulevard, Moscow, 121099, Russia Phone: +7-495-783-9787 Fax: +7-495-783-9788 Zao Woori Bank Saint-Petersburg Br. 1st Floor, Atlantic City, 126 Savushkina Street, Saint-Petersburg, 197374, Russia Phone: +7-812-327-9787 Fax: +7-812-327-9789 BrAZIL(BrASIL) Woori Bank Brasil Avenida Nacoes Unidas, 14,171, Crystal Tower, Conj.803, Vila Gertrudes, 04794-000, Sao Paulo-SP, Brasil Phone: +55-11-2309-4740 Fax: +55-11-3511-3300 ovERsEas officE MALAYSIA Woori Bank Kuala Lumpur representative office Suite 3A-2, Level 3A, Menara IMC, 8, Jalan Sultan Ismail, 50250, Kuala Lumpur, Malaysia Phone: +603-2078-0688 Fax: +603-2072-0688 UAe Woori Bank Dubai representative office 1102A, Level 11, The Gate Building, East Wing DIFC, P.O Box 506760 Dubai, UAE Phone: +971-4-325-8365 Fax: +971-4-325-8366 MYAnMAr Woori Bank Yangon, Myanmar No. 0307, 3rd Floor, Sakura Tower, 339 Bogyoke Aung Sand Road, Kyauktada Township, Yangon Myanmar Phone: +95-94-2530-9391 195 2013 ANNUAL REPORT 196 woori bankWoori Bank will have its genuine values recognized as a trustworthy bank by “running and laughing together” with everyone. ContaCt inForM ation Directed by Kim, Eun Kyung (Christine) IR Manager, tel: 82-2-2002-3186, ekk@wooribank.com Choi, Won Woo IR Manager, tel: 82-2-2002-4731, wwchoi@wooribank.com Created by Lucre Inc. Kim, Hyun Soo Art Director, tel: 82-2-542-6725, www.lucrebeyond.com Photo by ROUND TABLE Han, Ze Hun Photographer, tel: 82-2-3288-6005, www.roundtableic.com Woori Bank will have its genuine values recognized as a trustworthy bank by “running and laughing together” with everyone.

Continue reading text version or see original annual report in PDF format above