Edgar Filing: WOORI BANK

Form 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2015

Woori Bank

(Translation of registrant’s name into English)

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

(Address of principal executive office)

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

Form 20-F x Form 40-F ¨

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

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

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

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

LOGO

51, Sogong-ro,

Jung-gu, Seoul, 100-792 Korea

March 11, 2015

To Shareholders:

Convocation Notice of the Annual General Meeting of Shareholders

Notice is hereby given that an Annual General Meeting of Shareholders of Woori Bank (the “Company”) will be held as described hereunder and your attendance is cordially requested.

Very truly yours,

Kwang-Goo Lee

President and CEO

Woori Bank

51, Sogong-ro, Jung-gu,

Seoul 100-792, Korea

Description


1. Date and Time		March 27, 2015; 9 A.M., Seoul time.

2. Venue		5th floor / Woori Bank, 51, Sogong-ro, Jung-gu, Seoul, Korea

3. Agenda		1) Approval of financial statements for the fiscal year 2014 2) Appointment of directors (2 directors) 2-1 Standing Director Candidate : Soo-Kyung Chung 2-2 Non-Standing Director Candidate : Joon-Ki Kim 3) Appointment of outside directors (6 outside directors) 3-1 Outside Director Candidate : Il-Hwa Hong 3-2 Outside Director Candidate : Hesuk Chun 3-3 Outside Director Candidate : Han-Gi Jung 3-4 Outside Director Candidate : Sang-Keun Oh 3-5 Outside Director Candidate : Kang-Shik Choi 3-6 Outside Director Candidate : Sungsoo Koh 4) Appointment of candidates for the members of the Audit Committee (4 members) 4-1 Audit Committee Member Candidates who serve as outside directors : Hesuk Chun, Kang-Shik Choi, Sungsoo Koh 4-2 Audit Committee Member Candidate who serves as standing director : Soo-Kyung Chung 5) Approval of the maximum limit on directors’ compensation

Reference Document for the Exercise of Voting Rights

1.	Approval of financial statements for the fiscal year 2014

Please refer to appendix A.

2.	Appointment of directors


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

Soo-Kyung Chung (Oct. 25, 1958)	- Current) Standing Director, Woori Bank - Attorney, Law Firm Ja-Woo	Audit Committee Member Candidate Recommendation Committee	None	None	Dec. 30, 2016

Joon-Ki Kim (Jan. 7, 1962)	- Current) Director, HR & Administration Department, Korea Deposit Insurance Corporation - Director, Savings Bank Resolution Department, Korea Deposit Insurance Corporation	Board of Directors	Employee	None	2 years

3.	Appointment of outside directors


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

II-Hwa Hong (Feb. 24, 1947)	- Current) Standing Advisor, Women & People News - Head, 21^st Century Unification Volunteer Corps	Outside Directors Recommendation Committee	None	None	2 years

Hesuk Chun (Dec. 28, 1955)	- Current) Professor, Economics, Cheongju University - Merrill Lynch (U.S.)	Outside Directors Recommendation Committee	None	None	2 years

Han-Gi Jung (Mar. 22, 1956)	- Current) Visiting Professor, Liberal Arts, Hoseo University - President & CEO, Eugene Asset Management	Outside Directors Recommendation Committee	None	None	2 years

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

Kang-Shik Choi (Aug. 2, 1960)	- Current) Professor, School of Economics, Yonsei University - Director, The Korean Economic Association	Outside Directors Recommendation Committee	None	None	1 year

Sungsoo Koh (Aug. 15, 1963)	- Current) Professor & Director, Graduate School of Real Estate Studies, Konkuk University - Researcher, Korea Institute of Finance	Outside Directors Recommendation Committee	None	None	2 years

In accordance with Article 18 of the Corporate Governance Code, information regarding the outside director candidate recommendation is disclosed on Woori Bank’s website as well as the website of the Korea Federation of Banks.

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


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

Hesuk Chun (Dec. 28, 1955)	- Current) Professor, Economics, Cheongju University - Merrill Lynch (U.S.)	Audit Committee Member Candidate Recommendation Committee	None	None	2 years

Kang-Shik Choi (Aug. 2, 1960)	- Current) Professor, School of Economics, Yonsei University - Director, The Korean Economic Association	Audit Committee Member Candidate Recommendation Committee	None	None	1 year

Sungsoo Koh (Aug. 15, 1963)	- Current) Professor & Director, Graduate School of Real Estate Studies, Konkuk University - Researcher, Korea Institute of Finance	Audit Committee Member Candidate Recommendation Committee	None	None	2 years

Soo-Kyung Chung (Oct. 25, 1958)	- Current) Standing Director, Woori Bank - Attorney, Law Firm Ja-Woo	Audit Committee Member Candidate Recommendation Committee	None	None	Dec. 30, 2016

5.	Approval of directors’ compensation limit


Item	2014		2015
Compensation Limit		3 billion won		3 billion won

Allocation within the total compensation limit delegated to the board of directors

Appendix A. Financial Statements for FY2014

For further information, please refer to the Audit Reports which were furnished to the U.S. Securities and Exchange Commission as an exhibit to the Form 6-K. The Audit Reports can be downloaded from the website of the U.S. Securities and Exchange Commission at www.sec.gov.

WOORI BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2014 AND 2013


	December 31, 2014		December 31, 2013
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		5,962,861		5,477,649
Financial assets at fair value through profit or loss		4,554,180		4,806,197
Available-for-sale financial assets		18,810,845		17,085,448
Held-to-maturity financial assets		13,044,448		12,038,820
Loans and receivables		223,370,135		211,912,373
Investments in joint ventures and associates		648,436		617,570
Investment properties		357,550		340,620
Premises and equipment		2,501,102		2,536,441
Intangible assets and goodwill		295,728		268,926
Assets held for sale		8,013		587
Current tax assets		4,845		143,101
Deferred tax assets		257,858		155,256
Derivative assets		196,061		131,410
Other assets		145,157		178,886
Disposal group held for sale		—		34,684,805
Disposal group held for distribution to owners		—		50,312,293

Total assets		270,157,219		340,690,382


LIABILITIES
Financial liabilities at fair value through profit or loss		2,675,354		2,507,248
Deposits due to customers		188,516,465		175,323,644
Borrowings		17,707,595		18,231,511
Debentures		24,795,904		21,677,674
Provisions		692,009		684,799
Net defined benefit liability		75,591		71,602
Current tax liabilities		298,762		9,980
Deferred tax liabilities		21,757		49,105
Derivative liabilities		—		1,785
Other financial liabilities		16,889,687		19,914,947
Other liabilities		390,670		411,278
Liabilities directly associated with disposal group held for sale		—		32,047,626
Liabilities directly associated with disposal group held for distribution to owners		—		46,882,414

Total liabilities		252,063,794		317,813,613

(Continued)

WOORI BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2014 AND 2013 (CONTINUED)


	December 31, 2014			December 31, 2013
	(Korean Won in millions)
EQUITY
Owners’ equity:		17,983,501			17,847,633
Capital stock		3,381,392			4,030,077
Hybrid securities		2,538,823			498,407
Capital surplus		291,066			176,502
Other equity		(2,393,138	)		(35,367	)
Retained earnings
(Regulatory reserve for credit loss as of December 31, 2014 and December 31, 2013 is 1,800,387 million Won and 1,685,623 million Won, respectively
Unreserved regulatory reserve for credit loss as of December 31, 2014 and December 31, 2013 is nil
Regulatory reserve for credit loss to be reserved (reversed) as of December 31, 2014 and December 31, 2013 is (-)44,245 million Won and 114,764 million Won, respectively
Planned provision (reversal) of regulatory reserve for credit loss as of December 31, 2014 and December 31, 2013 is (-)44,245 million Won and 114,764 million Won, respectively)		14,165,358			13,112,690
Equity directly associated with disposal group held for sale		—			29,820
Equity directly associated with disposal group held for distribution to owners		—			35,504
Non-controlling interests		109,924			5,029,136

Total equity		18,093,425			22,876,769

Total liabilities and equity		270,157,219			340,690,382

WOORI BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013


	2014			2013
	(Korean Won in millions, except for per share data)
Interest income		9,211,240			9,493,383
Interest expense		(4,718,222	)		(5,001,361	)

Net interest income		4,493,018			4,492,022

Fees and commissions income		1,598,015			1,565,224
Fees and commissions expense		(681,000	)		(638,723	)

Net fees and commissions income		917,015			926,501

Dividend income		96,812			87,641
Net gain on financial instruments at fair value through profit or loss		189,912			123,900
Net loss on available-for-sale financial assets		(68,924	)		(85,242	)
Impairment losses due to credit loss		(1,096,940	)		(2,277,260	)
General and administrative expenses		(2,958,919	)		(2,902,172	)
Other net operating expenses		(674,266	)		(125,823	)

Operating income		897,708			239,567

Share of losses of joint ventures and associates		(67,980	)		(1,277	)
Other net non-operating income		4,667			49,377

Non-operating income (loss)		(63,313	)		48,100

Net income before income tax expense		834,395			287,667

Income tax expense		(288,195	)		(35,096	)


Net income from continuing operations		546,200			252,571
Net income (loss) from discontinued operations		661,769			(966,006	)

Net income (loss)
(Net income after the provision(reversal) of regulatory reserve for credit loss for the years ended December 31, 2014 and 2013 are 1,252,214 million Won and (-)828,199 million Won, respectively)		1,207,969			(713,435	)


Remeasurement of the net defined benefit liability		(51,650	)		9,217

Items that will not be reclassified to profit or loss		(51,650	)		9,217

Loss on available-for-sale financial assets		(75,586	)		(50,953	)
Share of other comprehensive loss of joint ventures and associates		(1,604	)		(6,375	)
Gain (loss) on foreign currency translation of foreign operations		48,393			(59,824	)
Loss on valuation of cash flow hedge		(27,150	)		(2,412	)

Items that may be reclassified to profit or loss		(55,947	)		(119,564	)

Other comprehensive loss, net of tax		(107,597	)		(110,347	)

Total comprehensive income (loss)		1,100,372			(823,782	)

Net income attributable to:
Net income (loss) attributable to owners		1,213,980			(537,688	)
Income from continuing operations		435,289			162,011
Income (loss) from discontinued operations		778,691			(699,699	)

Net loss attributable to non-controlling interests		(6,011	)		(175,747	)
Income from continuing operations		110,911			90,560
Loss from discontinued operations		(116,922	)		(266,307	)

Total comprehensive income attributable to:
Comprehensive income (loss) attributable to owners		1,192,191			(623,695	)
Comprehensive loss attributable to non-controlling interests		(91,819	)		(200,087	)
Basic and diluted earnings (losses) from continuing and discontinued operations per share		1,621			(704	)
Basic and diluted earnings from continuing operations per share		536			165

WOORI BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013


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

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


January 1, 2014		4,030,077			498,407		176,502			29,957			13,112,690			17,847,633			5,029,136			22,876,769
Net income (loss)		—			—		—			—			1,213,980			1,213,980			(6,011	)		1,207,969
Dividends		—			—		—			—			—			—			(8,042	)		(8,042	)
Changes due to the Spin-off		(648,685	)		—		(68,106	)		(2,238,228	)		(110,405	)		(3,065,424	)		(286,564	)		(3,351,988	)
Merger between Woori Bank and Woori Financial Holdings		—			1,880,798		178,058			(178,060	)		—			1,880,796			(1,880,798	)		(2	)
Merger between Indonesia Woori Bank and Saudara Bank		—			—		21,724			—			—			21,724			49,134			70,858
Changes in capital surplus of consolidated subsidiaries		—			—		(23	)		—			—			(23	)		572			549
Issuance of capital stocks in consolidated subsidiaries		—			—		(17,110	)		—			—			(17,110	)		17,391			281
Acquisition of treasury stock		—			—		—			(37,580	)		—			(37,580	)		—			(37,580	)
Disposal of consolidated subsidiaries		—			—		—			—			—			—			(1,900,347	)		(1,900,347	)
Gain (loss) on valuation of available-for-sale financial assets		—			—		—			86,537			—			86,537			(97,181	)		(10,644	)
Changes in equity of joint ventures and associates		—			—		—			(2,974	)		—			(2,974	)		1,370			(1,604	)
Foreign currency translation of foreign operations		—			—		—			28,856			—			28,856			19,537			48,393
Cash flow hedge		—			—		—			(18,220	)		—			(18,220	)		(8,851	)		(27,071	)
Remeasurement of the net defined benefit liability		—			—		—			(63,426	)		(764	)		(64,190	)		(683	)		(64,873	)
Issuance of hybrid securities		—			159,618		—			—			—			159,618			—			159,618
Dividends to hybrid securities		—			—		—			—			(50,129	)		(50,129	)		(116,721	)		(166,850	)
Redemption of hybrid securities in consolidated subsidiaries		—			—		—			—			(1	)		(1	)		(702,994	)		(702,995	)
Changes in other equity		—			—		21			—			(13	)		8			976			984

December 31, 2014		3,381,392			2,538,823		291,066			(2,393,138	)		14,165,358			17,983,501			109,924			18,093,425

WOORI BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013


	2014			2013
	(Korean Won in millions)
Cash flows from operating activities:
Net income (loss)		1,207,969			(713,435	)
Adjustments:
Income tax expense		(145,981	)		622,656
Interest income		(10,285,933	)		(12,837,884	)
Interest expense		5,207,289			6,622,744
Dividend income		(135,127	)		(151,494	)
Impairment losses due to credit loss		1,202,152			2,706,389
Loss on available-for-sale financial assets		93,639			95,729
Share of losses of investments in joint ventures and associates		123,038			43,488
Loss on foreign exchange translation		82,077			55,228
Loss on transaction of derivatives / valuation of derivatives		22,253			121,713
Loss on fair value hedged items		87,476			13,505
Provisions		81,073			85,732
Retirement benefits		132,768			167,910
Depreciation and amortization		247,216			300,453
Loss on disposal of investments in joint ventures and associates		1,788			4,946
Loss on disposal of premises and equipment and other assets		2,788			5,158
Impairment loss on premises and equipment and other assets		2,320			60,692
Impairment loss on assets held for sale		2,420			—
Impairment loss on disposal group held for sale and disposal group held for distribution to owners		7,728			833,766
Loss on disposal of disposal group held for sale		46,782			—
Gain on valuation of financial instruments at fair value through profit or loss		(34,830	)		(43,058	)
Share of profits of investments in joint ventures and associates		(55,674	)		(64,005	)
Gain on foreign exchange translation		(39,485	)		(50,135	)
Gain on transaction of derivatives / valuation of derivatives		(85,975	)		(18,801	)
Gain on fair value hedged items		(23,317	)		(128,361	)
Reversal of provisions		(744	)		(10,972	)
Gain on disposal of investments in joint ventures and associates		(31,899	)		(19,974	)
Gain on disposal of premises and equipment and other assets		(1,134	)		(13,052	)
Reversal of impairment loss on premises and equipment and other assets		(533	)		(3,051	)
Gain on disposal of group held for sale		(159,794	)		—
Gain on disposal of assets held for sale		(1,039	)		—
Reversal of impairment loss on assets held for sale		(337	)		—
Reversal of impairment loss on disposal group held for sale and disposal group held for distribution to owners		(259	)		—
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss		1,547,502			2,413,710
Loans and receivables		(15,439,044	)		(17,106,848	)
Other assets		(92,867	)		54,493
Deposits due to customers		14,052,504			9,705,237
Provision for guarantee and loan commitment		(106,780	)		(98,270	)
Net defined benefit liability		(276,638	)		(158,487	)
Other financial liabilities		(1,933,627	)		(1,147,373	)
Other liabilities		(16,183	)		38,359
Cash received from (paid for) operating activities:
Interest income received		10,171,063			12,918,030
Interest expense paid		(5,210,976	)		(6,974,736	)
Dividends received		155,164			151,051
Income tax paid		(117,589	)		(479,002	)

Net cash used in operating activities		281,244			(2,997,949	)

(Continued)

WOORI BANK CO., LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 and 2013 (CONTINUED)


	2014			2013
	(Korean Won in millions)
Cash flows from investing activities:
Net cash provided by disposal of subsidiaries		1,193,584			—
Net cash provided by the merger of Saudara bank		81,100			—
Disposal of available-for-sale financial assets		26,865,684			26,449,831
Redemption of held-to-maturity financial assets		4,823,630			6,768,916
Disposal of investments in joint ventures and associates		235,778			106,438
Disposal of investment properties		—			6,583
Disposal of premises and equipment		36,364			18,478
Disposal of intangible assets		88,197			8,660
Disposal of assets held for sale		29,857			54,611
Net decrease of derivatives for risk hedge		—			14,632
Acquisition of available-for-sale financial assets		(28,527,400	)		(29,152,120	)
Acquisition of held-to-maturity financial assets		(5,658,655	)		(4,250,044	)
Acquisition of investments in joint ventures and associates		(67,431	)		(144,644	)
Acquisition of investment properties		(18	)		(513	)
Acquisition of premises and equipment		(140,639	)		(159,437	)
Acquisition of intangible assets		(86,910	)		(107,092	)
Acquisition of assets held for sale		—			(7,266	)
Net increase of derivatives for risk hedge		(14,153	)		—

Net cash used in investing activities		(1,141,012	)		(392,967	)


Cash flows from financing activities:
Net increase in borrowings		—			3,113,963
Issuance of debentures		18,229,052			10,501,447
Issuance of hybrid securities		159,618			—
Increase of paid in capital in subsidiaries		1,121			80,273
Issuance of hybrid securities in subsidiaries		—			985,553
Decrease due to the Spin-off		(792,949	)		—
Net decrease in borrowings		(927,711	)		—
Repayment of debentures		(15,448,663	)		(10,084,216	)
Dividends paid		—			(201,503	)
Acquisition of treasury stock		(37,580	)		—
Expenses on stock issued		(3	)		—
Dividends paid on hybrid securities		(60,780	)		(29,398	)
Dividends paid on non-controlling interests		(8,042	)		—
Dividends paid on hybrid securities of subsidiaries		(98,522	)		(147,498	)
Redemption of non-controlling hybrid securities		(702,995	)		—
Other decrease in non-controlling interests, net		(1,119	)		(38,643	)

Net cash provided by financing activities		311,427			4,179,978


Net increase (decrease) in cash and cash equivalents		(548,341	)		789,062

Cash and cash equivalents, beginning of the period		6,472,459			5,778,390
Effects of exchange rate changes on cash and cash equivalents		38,743			(94,993	)

Cash and cash equivalents, end of the period		5,962,861			6,472,459


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

Cash and cash equivalents on consolidated statement of financial position		5,962,861			5,477,649

WOORI BANK

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2014 AND 2013


	December 31, 2014		December 31, 2013
	(Korean Won in millions)
ASSETS
Cash and cash equivalents		4,668,916		4,694,201
Financial assets at fair value through profit or loss		3,097,309		3,353,936
Available-for-sale financial assets		17,791,224		16,499,175
Held-to-maturity financial assets		12,989,894		12,016,870
Loans and receivables		210,640,380		201,836,689
Investments in subsidiaries and associates		3,619,036		2,109,453
Investment properties		350,785		333,693
Premises and equipment		2,348,450		2,353,831
Intangible assets		43,186		69,994
Assets held for sale		6,837		587
Current tax assets		1,058		134,691
Deferred tax assets		193,453		—
Derivative assets		196,061		131,410
Other assets		124,712		151,636

Total assets		256,071,301		243,686,166


LIABILITIES
Financial liabilities at fair value through profit or loss		2,670,358		2,630,421
Deposits due to customers		181,288,444		169,870,194
Borrowings		16,139,529		16,711,669
Debentures		20,998,041		16,035,967
Provisions		667,286		641,459
Net defined benefit liability		43,381		36,577
Current tax liabilities		261,228		8,552
Deferred tax liabilities		—		35,108
Derivative liabilities		—		1,785
Other financial liabilities		15,857,059		19,162,494
Other liabilities		289,570		297,895

Total liabilities		238,214,896		225,432,121

(Continued)

WOORI BANK

SEPARATE STATEMENTS OF FINANCIAL POSITION

AS OF DECEMBER 31, 2014 AND 2013 (CONTINUED)


	December 31, 2014			December 31, 2013
	(Korean Won in millions)

EQUITY
Capital stock		3,381,392			2,983,452
Hybrid securities		2,538,823			2,380,797
Capital surplus		269,533			732,538
Other equity		(695,522	)		143,825
Retained earnings
(Regulatory reserve for credit loss as of December 31, 2014 and 2013 is 1,193,393 million Won and 1,297,123 million Won, respectively
Unreserved regulatory reserve for credit loss as of December 31, 2014 and 2013 is nil
Regulatory reserve for credit loss to be reserved (reversed) as of December 31, 2014 and 2013 is 189,050 million Won and (-) 103,730 million Won, respectively
Planned provision (reversal) of regulatory reserve for credit loss as of December 31, 2014 and 2013 is 189,050 million Won and (-) 103,730 million Won, respectively)		12,362,179			12,013,433

Total equity		17,856,405			18,254,045

Total liabilities and equity		256,071,301			243,686,166

WOORI BANK

SEPARATE STATEMENTS OF COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013


	2014			2013
	(Korean Won in millions, except for per share data)

Interest income		8,418,931			8,783,349
Interest expense		(4,328,153	)		(4,592,873	)

Net interest income		4,090,778			4,190,476

Fees and commissions income		927,653			935,893
Fees and commissions expense		(132,361	)		(146,012	)

Net fees and commissions income		795,292			789,881

Dividend income		183,452			83,202
Net gain on financial instruments at fair value through profit or loss		169,537			148,476
Net loss on available-for-sale financial assets		(92,379	)		(61,525	)
Impairment losses due to credit loss		(928,492	)		(2,084,365	)
General and administrative expenses		(2,655,157	)		(2,551,622	)
Other net operating expenses		(692,137	)		(169,600	)

Operating income		870,894			344,923

Share of losses of subsidiaries and associates		(84,042	)		(6,926	)
Other net non-operating income		56,127			100,553

Non-operating income (loss)		(27,915	)		93,627

Net income before income tax expense		842,979			438,550

Income tax expense		(196,681	)		(73,693	)

Net income from continuing operations		646,298			364,857
Net income from discontinued operations		—			29,476

Net income
(Net income after the provision (reversal) of regulatory reserve for credit loss for the years ended December 31, 2014 and 2013 are 457,248 million Won and 498,063 million Won, respectively)		646,298			394,333

Remeasurement of the net defined benefit liability		(58,468	)		6,671

Items that will not be reclassified to profit or loss		(58,468	)		6,671
Gain on valuation of available-for-sale financial assets		55,886			15,040
Gain (loss) on foreign currency translation of foreign operations		7,469			(10,136	)

Items that may be reclassified to profit or loss		63,355			4,904

Other comprehensive income, net of tax		4,887			11,575
Total comprehensive income		651,185			405,908


Net income per share (In Korean Won)

Continuing operation and discontinued operation
Basic earnings per common share		842			423
Diluted earnings per common share		842			405

Continuing operation
Basic earnings per common share		842			374
Diluted earnings per common share		842			358

WOORI BANK

SEPARATE STATEMENTS OF CHANGES IN EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013


	Capital stock			Hybrid securities			Capital surplus			Other equity			Retained earnings			Total

January 1, 2013		3,829,783			1,681,807			809,883			132,250			12,040,325			18,494,048
Net income		—			—			—			—			394,333			394,333
Dividends		—			—			—			—			(173,306	)		(173,306	)
Gain on valuation of available-for-sale financial assets		—			—			—			29,837			—			29,837
Foreign currency translation of foreign operations		—			—			—			(10,136	)		—			(10,136	)
Remeasurement of the net defined benefit liability		—			—			—			6,451			—			6,451
Dividends to hybrid securities		—			—			—			—			(136,172	)		(136,172	)
Issuance of hybrid securities		—			698,990			—			—			—			698,990
Credit card division spin-off		(846,331	)		—			(77,345	)		(14,577	)		(111,747	)		(1,050,000	)

December 31, 2013		2,983,452			2,380,797			732,538			143,825			12,013,433			18,254,045


January 1, 2014		2,983,452			2,380,797			732,538			143,825			12,013,433			18,254,045
Net income		—			—			—			—			646,298			646,298
Dividends		—			—			—			—			(164,000	)		(164,000	)
Gain on valuation of available-for-sale financial assets		—			—			—			55,886			—			55,886
Foreign currency translation of foreign operations		—			—			—			7,469			—			7,469
Remeasurement of the net defined benefit liability		—			—			—			(56,961	)		—			(56,961	)
Dividends to hybrid securities		—			—			—			—			(133,551	)		(133,551	)
Issuance of hybrid securities		—			159,618			—			—			—			159,618
Redemption of hybrid securities		—			(499,999	)		—			—			(1	)		(500,000	)
Merger between Woori Bank and Woori Finance Holdings		397,940			498,407			(463,005	)		(845,741	)		—			(412,399	)

December 31, 2014		3,381,392			2,538,823			269,533			(695,522	)		12,362,179			17,856,405

WOORI BANK

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013


	2014			2013
	(Korean Won in millions)
Cash flows from operating activities:
Net income		646,298			394,333
Adjustment to net income:
Income tax expense		196,681			83,104
Interest income		(8,418,931	)		(9,005,359	)
Interest expense		4,328,153			4,623,525
Dividend income		(219,688	)		(126,549	)

		(4,113,785	)		(4,425,279	)


Additions of expenses not involving cash outflows:
Impairment losses due to credit loss		928,492			2,111,180
Loss on available-for-sale financial assets		92,379			60,498
Share of losses of investments in subsidiaries and associates		84,042			6,926
Loss on transaction of derivatives / valuation of derivatives		21,091			119,776
Loss on fair value hedged items		87,476			13,505
Provision for guarantee and loan commitment		42,622			31,555
Retirement benefits		107,088			108,612
Depreciation and amortization of premises and equipment, intangible assets and investment properties		128,732			128,376
Loss on disposal of investments in subsidiaries and associates		1,998			—
Loss on disposal of premises and equipment and other assets		921			621
Impairment loss on premises and equipment and other assets		1,268			943

		1,496,109			2,581,992


Deductions of revenues not involving cash inflows:
Gain on transaction of derivatives / valuation of derivatives		84,533			11,487
Gain on fair value hedged items		23,317			127,558
Reversal of provisions		331			100
Gain on disposal of investment in subsidiaries and associates		35,464			24,529
Gain on disposal of premises and equipment and other assets		490			8,319
Reversal of impairment loss on premises and equipment and other assets		325			46

		144,460			172,039

(Continued)

WOORI BANK

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (CONTINUED)


	2014			2013
	(Korean Won in millions)
Changes in operating assets and liabilities:
Financial instruments at fair value through profit or loss		296,564			5,728,669
Loans and receivables		(9,794,598	)		(12,586,837	)
Other assets		26,972			9,113
Deposits due to customers		12,785,363			5,392,373
Provision for guarantee and loan commitment		(196,768	)		(136,272	)
Other financial liabilities		(3,291,990	)		(688,136	)
Other liabilities		(6,949	)		12,665

		(181,406	)		(2,268,425	)

Cash received from (paid for) operating activities:
Interest income received		8,352,487			9,017,350
Interest expense paid		(4,348,573	)		(4,921,949	)
Dividend received		219,688			126,548
Income taxes paid		(39,065	)		(299,178	)

Net cash provided by operating activities		1,887,293			33,353


Cash flows from investing activities:
Cash in-flows from investing activities:
Disposal of available-for-sale financial assets		24,788,346			20,527,927
Redemption of held-to-maturity financial assets		4,548,682			5,605,298
Disposal of investments in subsidiaries and associates		70,017			72,094
Disposal of premises and equipment		761			12,542
Disposal of intangible assets		130			3,233
Disposal of assets held for sale		612			7,258
Increase of derivatives for risk hedge		8,014			2,830

		29,416,562			26,231,182


Cash out-flows from investing activities:
Acquisition of available-for-sale financial assets		26,054,562			22,900,522
Acquisition of held-to-maturity financial assets		5,543,576			3,476,356
Acquisition of investments in subsidiaries and associates		83,864			171,118
Acquisition of premises and equipment		92,445			71,778
Acquisition of intangible assets		22,058			17,953
Decrease of derivatives for risk hedge		2,300			3,467
Cash out-flows from credit card division spin-off		—			375,175

		31,798,805			27,016,369

Net cash used in investing activities		(2,382,243	)		(785,187	)

(Continued)

WOORI BANK

SEPARATE STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (CONTINUED)


	2014			2013
	(Korean Won in millions)
Cash flows from financing activities:
Cash in-flows from financing activities:
Increase in borrowings		9,432,585			4,708,252
Issuance of debentures		8,236,626			6,024,668
Issuance of hybrid securities		159,619			698,990

		17,828,830			11,431,910


Cash out-flows from financing activities:
Repayment of borrowings		10,005,480			4,804,623
Repayment of debentures		6,569,526			4,929,664
Dividends paid		164,000			173,306
Redemption of hybrid securities		500,000			—
Dividends paid on hybrid securities		134,920			131,122

		17,373,926			10,038,715

Net cash provided by financing activities		454,904			1,393,195


Net increase (decrease) in cash and cash equivalents		(40,046	)		641,361

Cash and cash equivalents, beginning of the period		4,694,201			4,135,353
Effects of exchange rate changes on cash and cash equivalents		14,761			(82,513	)

Cash and cash equivalents, end of the period		4,668,916			4,694,201

Statements of appropriations of retained earnings (plan) are as follows

(Unit: Korean Won in millions):


	2014			2013

Unappropriated retained earnings:
Beginning of year		714			62,978
Net income		646,298			394,333
Dividend on hybrid securities		(133,551	)		(136,172	)

		513,461			321,139


Transfer from retained earnings:
Provision of revaluation excess		90			1,194
Regulatory reserve for credit loss		—			103,730
Additional reserve		885,440			—

		885,530			104,924


Appropriation of retained earnings:
Legal reserve		65,000			40,000
Regulatory reserve for credit loss		189,050			—
Other reserve		1,661			1,349
Cash dividend (Dividend per share (%))
(2014: Common stock 500 Won (10.0%),
2013: Common stock 275 Won (5.5%)		336,635			164,000
Merger losses		806,640			—
Additional reserve		—			220,000

		1,398,986			425,349


Unappropriated retained earnings to be carried forward to next year		5			714

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Woori Bank
	(Registrant)

Date: March 12, 2015	By:	/s/ Seung-Gyu Kim
	(Signature)

	Name:	Seung-Gyu Kim
	Title:	Executive Vice President